What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-02-28 · 152 added, 249 removed, 1027 unchanged (28% of the section changed)

19 unchanged sentences

In the consolidated financial statements, the Partnership’s investment in Sisecam Wyoming is stated at $250.2 million and $257.4 million as of December 31, 2025 and 2024, respectively, and the Partnership’s equity in earnings of Sisecam Wyoming is stated at $3.1 million in 2025, $18.1 million in 2024 and $73.4 million in 2023.

Those statements were audited by PricewaterhouseCoopers LLP for the year ended December 31, 2024 and BDO USA, P.C.

for the years ended December 31, 2023 and 2022 whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for Sisecam Wyoming, is based solely on the reports of PricewaterhouseCoopers LLP and BDO USA, P.C.

Those financial statements were audited by PricewaterhouseCoopers LLP for the years ended December 31, 2025 and 2024 and BDO USA, P.C.

for the year ended December 31, 2023 whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for Sisecam Wyoming, is based solely on the reports of PricewaterhouseCoopers LLP and BDO USA, P.C.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2026 expressed an unqualified opinion thereon.

9 unchanged sentences

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits and the report of PricewaterhouseCoopers LLC and the reports of BDO USA P.C.

We believe that our audits and the reports of PricewaterhouseCoopers LLC and the report of BDO USA P.C.

provide a reasonable basis for our opinion.

9 unchanged sentences

Potential events or circumstances include, but are not limited to, reduction in economically recoverable tons or production ceasing on a property for an extended period.

Auditing the Partnership’s impairment indicator assessment involved our subjective judgment because, in determining whether an impairment indicator occurred, significant uncertainty exists with judgments management utilizes regarding the likelihood of future production and the likelihood of potential contract renewals or modifications, which rely on information reported by the Partnership’s lessee operators.

Auditing the Partnership’s impairment indicator assessment involved our subjective judgment because, in determining whether an impairment indicator occurred, uncertainty exists with judgments management utilizes regarding the likelihood of future production, which is dependent on information reported by the Partnership’s lessee operators.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Partnership’s impairment assessment process.

We tested controls over the Partnership’s process for identifying and evaluating potential indicators of impairment pertaining to mineral rights and the related subjective judgments.

We tested controls over the Partnership’s process for identifying and evaluating potential indicators of impairment pertaining to mineral rights.

To test the Partnership’s mineral rights impairment assessment, our audit procedures included, among others, making inquiries of management (including personnel in operations) to understand changes in business, and evaluating the subjective judgments used in the Partnership’s assessment.

9 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Sisecam Wyoming LLC (the “Company”) as of December 31, 2024, and the related statements of operations and comprehensive income, of members' equity and of cash flows for the year then ended, including the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets of Sisecam Wyoming LLC (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations and comprehensive income, of members' equity and of cash flows for the years then ended, including the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Emphasis of Matter

As discussed in Note 1 to the financial statements, the Company has $104.5 million of debt classified as current liabilities as of December 31, 2025, with certain borrowings maturing in October 2026 and December 2026.

Management's evaluation of the events and conditions and management's plans to mitigate these matters are also described in Note 1.

Critical Audit Matters

20 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Sisecam Wyoming LLC (the “Company”) as of December 31, 2023, the related statements of operations and comprehensive income, members’ equity, and cash flows for the years ended December 31, 2023 and 2022, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying statements of operations and comprehensive income, members’ equity, and cash flows of Sisecam Wyoming LLC (the “Company”) for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ BDO USA, P.C.

24 unchanged sentences

13,900 11,628

$ 748,365 $ 772,907

LIABILITIES AND CAPITAL

1 unchanged sentence

Accounts payable

$ 1,159 $ 909

Accrued liabilities

2 unchanged sentences

Current portion of deferred revenue

Current portion of long-term debt, net

Current portion of debt, net

14,198 14,192

9 unchanged sentences

Commitments and contingencies (see Note 15)

Class A Convertible Preferred Units ( 71,666 units issued and outstanding at December 31, 2023 at $ 1,000 par value per unit) (See Note 4)

Partners’ capital

2 unchanged sentences

General partner’s interest

Warrant holders’ interest

Accumulated other comprehensive loss

32 unchanged sentences

$ 144,351 $ 199,198 $ 292,538

Other expenses, net

Interest expense, net

$ ( 7,984 ) $ ( 15,554 ) $ ( 14,103 )

Loss on extinguishment of debt

$ 136,367 $ 183,644 $ 278,435

Total other expenses, net

$ ( 15,554 ) $ ( 14,103 ) $ ( 36,739 )

$ 183,644 $ 278,435 $ 268,492

income attributable to preferred unitholders

27 unchanged sentences

— 272,866 5,569 — — 278,435

Redemption of preferred units

— ( 59,710 ) ( 1,219 ) — — ( 60,929 )

Distributions to common unitholders and the general partner

8 unchanged sentences

— — 142 — — 142

Comprehensive income from unconsolidated investment and other

Warrant settlements

— ( 30,595 ) ( 625 ) ( 24,869 ) — ( 56,089 )

Comprehensive loss from unconsolidated investment and other

— — — — ( 21,839 ) ( 21,839 )

Balance at December 31, 2023

2 unchanged sentences

— 179,971 3,673 — — 183,644

Redemptions of preferred units

Redemption of preferred units

— ( 23,995 ) ( 490 ) — — ( 24,485 )

11 unchanged sentences

288 ( 41,742 ) ( 852 ) ( 23,095 ) — ( 65,689 )

Comprehensive loss from unconsolidated investment and other

Comprehensive income from unconsolidated investment and other

— — — — 1,452 1,452

1 unchanged sentence

13,049 $ 543,231 $ 9,547 $ — $ ( 1,670 ) $ 551,108

Net income (3)

— 133,640 2,727 — — 136,367

Redemptions of preferred units

— ( 23,995 ) ( 490 ) — — ( 24,485 )

Distributions to common unitholders and the general partner

— ( 55,311 ) ( 1,129 ) — — ( 56,440 )

Distributions to preferred unitholders

— ( 6,270 ) ( 128 ) — — ( 6,398 )

Issuance of unit-based awards

126 — — — — —

Unit-based awards amortization and vesting, net

2 unchanged sentences

— — 187 — — 187

Warrant settlements

288 ( 41,742 ) ( 852 ) ( 23,095 ) — ( 65,689 )

Comprehensive income from unconsolidated investment and other

Comprehensive loss from unconsolidated investment and other

— — — — ( 2,331 ) ( 2,331 )

3 unchanged sentences

Net income includes $4.2 million of income attributable to preferred unitholders that accumulated during the period, of which $4.2 million is allocated to the common unitholders and $0.1 million is allocated to the general partner.

The accompanying notes are an integral part of these consolidated financial statements.

10 unchanged sentences

7,840 38,781 81,478

Equity earnings from unconsolidated investment

Equity in earnings from unconsolidated investment

( 3,060 ) ( 18,135 ) ( 73,397 )

1 unchanged sentence

( 1,882 ) ( 4,845 ) ( 2,956 )

Loss on extinguishment of debt

Asset impairments

26 unchanged sentences

Capital expenditures

— ( 10 ) ( 118 )

Net cash provided by investing activities

11 unchanged sentences

— ( 71,666 ) ( 178,334 )

Redemption of preferred units paid-in-kind

— — ( 19,321 )

Warrant settlements (See Note 4)

39 unchanged sentences

Intercompany transactions and balances have been eliminated.

Reclassifications have been made to prior year amounts in the Consolidated Financial Statements to conform with current year presentation.

These reclassifications had no impact on previously reported total assets, total liabilities, partners' capital, net income, or cash flows from operating, investing or financing activities.

Use of Estimates

23 unchanged sentences

The total allowance related to accounts receivables included in accounts receivables, net on the Partnership's Consolidated Balance Sheets was $ 4.9 million a nd $ 4.7 million at December 31, 2025 and 2024 , respectively.

The total allowance related to short-term notes receivables included in other current assets, net on the Partnership's Consolidated Balance Sheets was $ 0.0 million and $ 0.3 million at December 31, 2024 and 2023 , respectively.

The total allowance related to the Partnership's long-term financing receivable included in long-term contract receivable, net on the Consolidated Balance Sheets was $ 0.7 million and $ 0.8 million at December 31, 2025 and 2024 , respectively.

9 unchanged sentences

The Partnership has developed procedures to evaluate its long-lived assets, including intangible assets, for possible impairment periodically or whenever events or changes in circumstances indicate an asset's net book value may not be recoverable.

Potential events or circumstances include, but are not limited to, specific events such as a reduction in economically recoverable tons or production ceasing on a property for an extended period.

Potential events or circumstances include, but are not limited to, specific events such as a reduction in economically recoverable minerals or production ceasing on a property for an extended period.

This analysis is based on historic, current and future performance and considers both quantitative and qualitative information.

A long-lived asset is deemed impaired when the future expected undiscounted cash flows from its use and disposition is less than the asset's net book value.

Impairment is measured based on the estimated fair value, which is usually determined based upon the present value of the projected future cash flows compared to the asset's net book value.

For certain long-lived assets, the Partnership may identify events and circumstances that require the Partnership to compare the net book value of its long-lived asset to estimated undiscounted future net cash flows for those long-lived assets with impairment indicators.

If the net book value exceeds the undiscounted future cash flows, the Partnership records an impairment for the excess of the net book value over fair value.

The income approach, a discounted cash flow model, is used to estimate the level 3 fair value of those long-lived assets.

Significant inputs used to determine fair value include estimates of future cash flows from coal sales and minimum payments, weighted average cost of capital and useful economic life.

Estimated cash flows are the product of a process that begin with estimated future pricing as of the measurement date.

The Partnership believes its estimates of cash flows and discount rates are consistent with those of principal market participants.

25 unchanged sentences

Leases for which the Partnership expects that consideration from minimums will be greater than consideration from production over the lease term.

Revenue for these leases is recognized straight-line over the lease term based on the minimum consideration amount as minimum lease straight-line revenues.

Revenue for these leases is recognized straight-line over the lease term based on the minimum consideration amount as minimum lease straight-line revenues within royalty and other mineral rights revenues on the Consolidated Statements of Comprehensive Income.

This evaluation is performed at the inception of the lease and only reassessed upon modification or renewal of the lease.

1 unchanged sentence

Also, included within oil and gas royalty revenues are lease bonus payments, which are generally paid upon the execution of a lease.

The Partnership also has overriding royalty revenue interests in certain coal and aggregates mineral rights.

Revenue from these interests is recognized over time based on when the coal is sold.

The Partnership also has overriding royalty revenue interests in certain non-NRP owned coal and aggregates mineral rights.

Revenue from these interests is recognized over time based on when the coal or aggregate is sold.

Carbon neutral revenues.

43 unchanged sentences

The Partnership's service and performance-based awards are valued using the closing price of NRP's units as of the grant date while the Partnership's market-based awards are valued using a Monte Carlo simulation.

Compensation cost is remeasured each reporting period for liability-classified awards based on the fair value of an award and is recognized over the service period, which is generally the vesting period.

The value of the performance-based awards are remeasured each reporting period.

Compensation cost associated with the Partnership's equity-based awards and phantom units is recognized on a straight-line basis over the service period, which is generally the vesting period.

Forfeitures are recognized as they occur.

5 unchanged sentences

Deferred financing costs related to the Partnership's revolving credit facility are included in other long-term assets, net on the Partnership's Consolidated Balance Sheets.

Deferred financing costs related to the Partnership's note agreements are included as a direct deduction from the carrying amount of the debt liability in current portion of long-term debt, net or long-term debt, net on the Partnership's Consolidated Balance Sheets.

Deferred financing costs related to the Partnership's note agreements are included as a direct deduction from the carrying amount of the debt liability in current portion of debt, net or long-term debt, net on the Partnership's Consolidated Balance Sheets.

The Partnership is not subject to federal or material state income taxes as the unitholders are taxed individually on their allocable share of taxable income.

1 unchanged sentence

In the event of an examination of the Partnership’s tax return, the tax liability of the unitholders could be changed if an adjustment in the Partnership’s income is ultimately sustained by the taxing authorities.

Recently Adopted Accounting Standard

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023 - 07—Segment Reporting (Topic 280 )—Improvements to Reportable Segment Disclosures ("ASU 2023 - 07" ).

The amendments in ASU 2023 - 07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about segment expenses.

The adoption of ASU 2023 - 07 with NRP's 2024 Form 10 -K did not have a material impact on the Partnership's Consolidated Financial Statements.

S egment Information for more information.

Recently Issued Accounting Standard

15 unchanged sentences

16,576 16,530 19,389

Oil and gas royalty revenues

7,622 8,566 7,387

Carbon neutral revenues

10 unchanged sentences

3,706 2,904 2,876

Oil and gas royalty revenues

8,566 7,387 16,161

Other revenues

6 unchanged sentences

$ 200,282 $ 240,948 $ 291,144

( 1 ) During 2024, NRP recorded revenues of approximately $ 13.4 million from a third party related to its creation of California Air Resources Board carbon offset credits from our properties.

$ 11.3 million of this revenue was recorded in the three months ended December 31, 2024.

The following table details the Partnership's Mineral Rights segment contract assets and liabilities resulting from contracts with customers:

9 unchanged sentences

58,067 55,814

Other current assets, net includes short-term notes receivables from contracts with customers.

Other long-term assets, net includes amounts prepaid by NRP related to override agreements from contracts with customers as well as other long-term assets due from contracts with customers.

( 3 ) Accounts payable includes override payments owed by NRP from contracts with customers.

The following table shows the activity related to the Partnership's Mineral Rights segment deferred revenue resulting from contracts with customers:

20 unchanged sentences

NRP issued 250,000 preferred units to the preferred purchasers at a price of $ 1,000 per preferred unit (the "per unit purchase price"), less a 2.5 % structuring and origination fee.

The preferred units entitled the preferred purchasers to receive cumulative distributions at a rate of 12 % of the purchase price per year, up to one half of which NRP may have paid in additional preferred units (such additional preferred units, the "PIK units").

The preferred units had a perpetual term, unless converted or redeemed.

However, in 2024 all remaining preferred units were redeemed and none of the Partnership's preferred units remain outstanding.

NRP also issued two tranches of warrants (the "warrants") to purchase common units to the preferred purchasers (warrants to purchase 1.75 million common units with a strike price of $ 22.81 and warrants to purchase 2.25 million common units with a strike price of $ 34.00 ).

NRP also issued two tranches of warrants to purchase common units (the "warrants") to the preferred purchasers (warrants to purchase 1.75 million common units with a strike price of $ 22.81 and warrants to purchase 2.25 million common units with a strike price of $ 34.00 ).

The warrants were exercisable by the holders thereof at any time before the eighth anniversary of the closing date.

1 unchanged sentence

However, in 2024 all remaining warrants were settled and none of the Partnership's warrants remain outstanding.

Accounting for the Preferred Units and Warrants

Classification

The preferred units were accounted for as temporary equity on NRP's Consolidated Balance Sheets due to certain contingent redemption rights that may have been exercised at the election of preferred purchasers.

The warrants were accounted for as equity on NRP's Consolidated Balance Sheets.

Initial Measurement

The net transaction price was allocated to the preferred units and warrants based on their relative fair values at inception date.

NRP allocated the transaction issuance costs to the preferred units and warrants primarily on a pro-rata basis based on their relative inception date allocated values.

Subsequent Measurement

Preferred Units

During the year ended December 31, 2024, the Partnership redeemed a total of 71,666 preferred units for $ 71.7 million in cash.

During the year ended December 31, 2023, the Partnership redeemed a total of 178,334 preferred unit for $ 178.3 million in cash.

Of the originally issued 250,000 preferred units, no preferred units remained outstanding as of December 31, 2024 .

and 71,666 preferred units remained outstanding as of December 31, 2023.

The preferred units had a $ 47.2 million carrying value included in class A convertible preferred units on the Partnership's Consolidated Balance Sheets at December 31, 2023.

Activity related to the preferred units is as follows:

(In thousands, except unit data)

Balance at December 31, 2021

269,321 $ 183,908

Redemption of preferred units paid-in-kind

( 19,321 ) ( 19,321 )

Balance at December 31, 2022

250,000 $ 164,587

Redemption of preferred units

( 178,334 ) ( 117,406 )

Balance at December 31, 2023

71,666 $ 47,181

Redemption of preferred units

( 71,666 ) ( 47,181 )

Balance at December 31, 2024

NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

During the year ended December 31, 2024, the Partnership settled a total of 1,540,000 warrants to purchase common units with a strike price of $ 34.00 .

On January 29, 2024 ( the "January 2024 exercise date"), holders of the Partnership's warrants exercised 462,165 warrants at a strike price of $ 34.00 .

The Partnership settled the warrants on a net basis with $ 10.0 million in cash and 198,767 common units.

The 15 -day VWAP ending on the business day prior to the January 2024 exercise date was $ 97.62 .

On February 7, 2024 (the "February 7, 2024 exercise date"), holders of the Partnership's warrants exercised 128,750 warrants at a strike price of $ 34.00 .

The Partnership settled the warrants on a net basis with $ 8.0 million in cash.

The 15 -day VWAP ending on the business day prior to the February 7, 2024 exercise date was $ 96.29 .

On February 8, 2024 ( the "February 8, 2024 exercise date"), holders of the Partnership's warrants exercised 128,750 warrants at a strike price of $ 34.00 .

The 15 -day VWAP ending on the business day prior to the February 8, 2024 exercise date was $ 95.63 .

The Partnership settled these warrants on a net basis with $ 7.9 million in cash.

On February 14, 2024 (the "February 14, 2024 exercise date"), holders of the Partnership's warrants exercised 500,000 warrants at a strike price of $ 34.00 .

The 15 -day VWAP ending on the business day prior to the February 14, 2024 exercise date was $ 93.47 .

The Partnership settled these warrants on a net basis with $ 29.7 million in cash.

In April 2024 ( the "April 2024 exercise date"), holders of the Partnership's warrants exercised 320,335 warrants at a strike price of $ 34.00 .

The Partnership settled the warrants on a net basis with $ 10.0 million in cash and 89,059 common units.

The 15 -day VWAP ending on the business day prior to the April 2024 exercise date was $ 90.33 .

In 2023, the Partnership negotiated transactions with holders of the Partnership's warrants pursuant to which the Partnership repurchased and retired an aggregate of 752,500 warrants with a strike price of $ 22.81 and 710,000 warrants with a strike price of $ 34.00 for approximately $ 56.1 million in cash.

As of December 31, 2024 , zero warrants remained outstanding.

Of the originally issued 4,000,000 warrants, no warrants remain outstanding as of December 31, 2024 and 1,540,000 warrants to purchase common units with a strike price of $ 34.00 were outstanding as of December 31, 2023.

These warrants had a carrying value of $ 23.1 million included in warrant holders' interest within partners' capital on the Partnership's Consolidated Balance Sheets at December 31, 2023.

Activity related to the warrants is as follows:

(In thousands, except warrant data)

Balance at December 31, 2021 and 2022

3,002,500 $ 47,964

Warrant settlement

( 1,462,500 ) ( 24,869 )

Balance at December 31, 2023

1,540,000 $ 23,095

Warrant settlements

( 1,540,000 ) ( 23,095 )

Balance at December 31, 2024

Embedded Features

Certain embedded features within the preferred unit and warrant purchase agreement were accounted for at fair value and were remeasured each quarter.

Fair Value Measurements for further information regarding valuation of these embedded derivatives.

Of the originally issued 250,000 preferred units, no preferred units remained outstanding as of December 31, 2025 and 2024.

During the year ended December 31, 2024, the Partnership settled a total of 1,540,000 warrants with a strike price of $ 34.00 .

These warrants were settled on a net basis for a total of $ 65.7 million in cash and 287,826 common units.

During the year ended December 31, 2023, the Partnership settled a total of 752,500 warrants with a strike price of $ 22.81 and 710,000 warrants with a strike price of $ 34.00 for approximately $ 56.1 million in cash.

As of December 31, 2025 and 2024 zero warrants remained outstanding.

NATURAL RESOURCE PARTNERS L.P.

2 unchanged sentences

The Partnership makes cash distributions to common unitholders and made cash distributions to preferred unitholders on a quarterly basis, subject to approval by the Board of Directors.

NRP recognizes both common unit and preferred unit distributions on the date the distribution is declared.

NRP recognizes common unit distributions on the date the distribution is declared.

In 2024 and 2023, the Partnership recognized preferred unit distributions on the date the distribution was declared.

Distributions made on the common units and the general partner's general partner ("GP") interest are made on a pro-rata basis in accordance with their relative percentage interests in the Partnership.

The general partner is entitled to receive 2 % of such distributions.

Income available to common unitholders and the general partner is reduced by preferred unit distributions that accumulated during the period.

NRP reduced net income available to common unitholders and the general partner by $ 4.2 million, $ 16.7 million and $ 30.0 million during the year ended December 31, 2024, 2023 and 2022 , respectively, as a result of accumulated preferred unit distributions earned during the period.

Income available to common unitholders and the general partner is also reduced by the difference between the fair value of the consideration paid upon redemption and the carrying value of the preferred units.

As such, NRP reduced net income available to common unitholders and the general partner by $ 24.5 million and $ 60.9 million during the year ended December 31, 2024 and 2023, respectively.

Income available to common unitholders and the general partner was reduced by $ 4.2 million and $ 16.7 million during the year ended December 31, 2024 and 2023, respectively, as a result of accumulated preferred unit distributions earned during the period.

Income available to common unitholders and the general partner was also reduced by $ 24.5 million and $ 60.9 million during the year ended December 31, 2024 and 2023, respectively, which represents the difference between the fair value of the consideration paid upon redemption of the preferred units and the carrying value of the preferred units.

The following table shows the cash distributions declared and paid to common and preferred unitholders during the year ended December 31, 2025, 2024 and 2023 , respectively:

10 unchanged sentences

0.75 10,055 — —

April 1 - June 30, 2025

0.75 10,055 — —

July 1 - September 30, 2025

0.75 10,054 — —

October 1 - December 31, 2023

$ 0.75 $ 9,918 $ 30.00 $ 2,150

Special Distribution

2.44 32,268 — —

January 1 - March 31, 2024

0.75 9,987 30.00 2,150

April 1 - May 8, 2024

28 unchanged sentences

0.75 9,670 30.00 2,150

October 1 - December 31, 2021

$ 0.45 $ 5,672 $ 30.00 $ 7,500

February (11)

January 1 - February 8, 2022

— — 13.35 258

January 1 - March 31, 2022

0.75 9,570 30.00 7,500

April 1 - June 30, 2022

0.75 9,571 30.00 7,500

July 1 - September 30, 2022

0.75 9,571 30.00 7,500

( 1 ) Totals include the amount paid to NRP's general partner in accordance with the general partner's 2% general partner interest.

( 2 ) Special distribution was made to help cover unitholder tax liabilities associated with owning NRP common units during 2024.

( 3 ) Special distribution was made to help cover unitholder tax liabilities associated with owning NRP common units during 2023.

( 4 ) Relates to accrued distribution paid upon the redemption of 40,000 preferred units in May 2024.

6 unchanged sentences

Relates to accrued distribution paid upon the redemption of 15,001 preferred units in September 2023.

Relates to accrued distribution paid upon the redemption of 19,321 preferred units paid-in-kind in February 2022.

NATURAL RESOURCE PARTNERS L.P.

1 unchanged sentence

Net Income Per Common Unit

Basic net income per common unit is computed by dividing net income, after considering income attributable to preferred unitholders, the difference between the fair value of the consideration paid upon redemption and the carrying value of the preferred units, and the general partner’s general partner interest, by the weighted average number of common units outstanding.

Diluted net income per common unit includes the effect of NRP's preferred units, warrants, and unvested unit-based awards if the inclusion of these items is dilutive.

The dilutive effect of the preferred units is calculated using the if-converted method.

Under the if-converted method, the preferred units are assumed to be converted at the beginning of the period, and the resulting common units are included in the denominator of the diluted net income per unit calculation for the period being presented.

Distributions declared in the period and undeclared distributions on the preferred units that accumulated during the period are added back to the numerator for purposes of the if-converted calculation.

The calculation of diluted net income per common unit for the year ended December 31, 2024, 2023 and 2022 includes the assumed conversion of the preferred units that remained outstanding during the respective period.

The calculation of diluted net income per common unit for the year ended December 31, 2024 and 2023 does not include the assumed conversion of preferred units that were redeemed during the period, as the inclusion of these units would be anti-dilutive.

The dilutive effect of the warrants is calculated using the treasury stock method, which assumes that the proceeds from the exercise of these instruments are used to purchase common units at the average market price for the period.

The calculation of diluted net income per common unit for the year ended December 31, 2024, 2023 and 2022 includes the net settlement of the warrants for the period during which they were outstanding.

In 2025, basic net income per common unit is computed by dividing net income, after considering the general partner’s general partner interest, by the weighted average number of common units outstanding.

Diluted net income per common unit includes the effect of NRP's unvested unit-based awards if the inclusion of these items is dilutive.

In 2024 and 2023, basic net income per common unit was computed by dividing net income, after considering income attributable to preferred unitholders, the difference between the fair value of the consideration paid upon redemption and the carrying value of the preferred units, and the general partner’s general partner interest, by the weighted average number of common units outstanding.

Diluted net income per common unit included the effect of NRP's preferred units, warrants, and unvested unit-based awards if the inclusion of these items was dilutive.

The dilutive effect of the preferred units in 2024 and 2023 was calculated using the if-converted method.

Under the if-converted method, the preferred units were assumed to be converted at the beginning of the period, and the resulting common units were included in the denominator of the diluted net income per unit calculation for the period being presented.

Distributions declared in the period and undeclared distributions on the preferred units that accumulated during the period were added back to the numerator for purposes of the if-converted calculation.

The calculation of diluted net income per common unit for the year ended December 31, 2024 and 2023 included the assumed conversion of the preferred units that remained outstanding during the respective period.

The calculation of diluted net income per common unit for the year ended December 31, 2024 and 2023 did not include the assumed conversion of preferred units that were redeemed during the period, as the inclusion of these units would have been anti-dilutive.

The dilutive effect of the warrants in 2024 and 2023 was calculated using the treasury stock method, which assumed that the proceeds from the exercise of these instruments were used to purchase common units at the average market price for the period.

The calculation of diluted net income per common unit for the year ended December 31, 2024 and 2023 included the net settlement of the warrants for the period during which they were outstanding.

The dilutive effect of the unvested unit-based awards is calculated using the treasury stock method, which assumes that the proceeds from the vesting of the unvested unit-based awards are used to purchase common units at the average market price for the period.

The calculation of diluted net income per common unit for the year ended December 31, 2025, 2024 and 2023, included the impact of the vesting of the unvested unit-based awards.

The following table reconciles the numerators and denominators of the basic and diluted net income per common unit computations and calculates basic and diluted net income per common unit:

12 unchanged sentences

dilutive effect of preferred units

281 2,059 6,176

dilutive effect of warrants

139 1,202 783

dilutive effect of unvested unit-based awards

20 unchanged sentences

NRP has the following two operating segments:

Mineral Rights —consists of mineral interests and other subsurface rights across the United States.

NRP's ownership provides critical inputs for the manufacturing of steel, electricity and basic building materials, as well as opportunities for carbon sequestration and renewable energy.

The Partnership is working to strategically redefine its business as a key player in the transitional energy economy in the years to come.

Soda Ash —consists of the Partnership's 49 % non-controlling equity interest in Sisecam Wyoming, a trona ore mining operation and soda ash refinery in the Green River Basin of Wyoming.

Sisecam Wyoming mines trona and processes it into soda ash that is sold both domestically and internationally into the glass and chemicals industries.

Mineral Rights —consists of approximately 13 million acres of mineral interests and other subsurface rights across the United States.

If combined in a single tract, NRP's ownership would cover roughly 20,000 square miles.

The Partnership's assets provide critical inputs for the manufacturing of steel, electricity and building materials as well as opportunities for carbon sequestration and renewable energy.

Soda Ash —consists of NRP's 49 % non-controlling equity interest in Sisecam Wyoming, one of the world's lowest-cost producers of soda ash, an essential ingredient in the manufacturing of glass, solar panels, detergents, and batteries for electric vehicles.

Operations are managed by NRP's partner, Sisecam Chemicals Wyoming LLC, and the Partnership realizes cash flow when distributions are paid to it.

Direct segment costs and certain other costs incurred at the corporate level that are identifiable and that benefit the Partnership's segments are allocated to the operating segments accordingly.

8 unchanged sentences

In the case of its soda ash investment, operations are managed by NRP's partner, Sisecam Chemicals Wyoming LLC.

As such, none of the Partnership's expenses are considered to affect the trends reflected in the segments or consolidated information nor are they considered important to NRP’s future profitability.

Accordingly, NRP has determined its significant segment expenses to be its employee related expenses, including compensation (salaries, benefits and bonus) and long-term incentive compensation as well as interest expense and property tax expense.

NRP has determined its significant segment expenses to be its employee related expenses, including compensation (salaries, benefits and bonus) and long-term incentive compensation as well as interest expense and property tax expense.

The Partnership is responsible for paying property taxes on the properties it owns.

7 unchanged sentences

Mineral Rights

Total Operating Segments

Corporate and Financing

4 unchanged sentences

Gain on asset sales and disposals

1,882 — 1,882 — 1,882

Total revenues and other income

47 unchanged sentences

Gain on asset sales and disposals

2,956 — 2,956 — 2,956

Total revenues and other income

12 unchanged sentences

— — — 14,103 14,103

Loss on extinguishment of debt

— — 10,465 10,465

Other segment items (3)

4 unchanged sentences

$ 1.3 million of equity compensation and $ 0.6 million of cash compensation;

( 2 ) Corporate & Financing segment:

$ 9.1 million of equity compensation and $ 0.4 of cash compensation

( 2 ) Corporate & Financing business segment:

$ 9.0 million of equity compensation and $ 0.3 million of cash compensation.

( 2 ) Included in interest expense, net was $ 0.9 million, $ 0.7 million and $ 0.3 million of interest income for the years ended December 31, 2025, 2024 and 2023, respectively.

Other segment items in the Mineral Rights segment primarily include:

insurance, legal, overriding royalty expense, processing and transportation expense, information technology, shared facility services, rent and professional fees.

insurance, legal, overriding royalty expense, processing and transportation expense, information technology, shared facility services, rent, professional fees and bad debt expense.

Other segment items in the Soda Ash segment primarily include professional fees.

Other segment items in the Corporate and Financing segment primarily include:

Other segment items in the Corporate and Financing business segment primarily include:

insurance, legal, information technology, shared facility services, rent and professional fees.

1 unchanged sentence

$ 1.4 million of equity compensation and $ 0.4 million of cash compensation;

( 2 ) Corporate & Financing segment:

( 2 ) Corporate & Financing business segment:

$ 9.1 million of equity compensation and $ 0.4 million of cash compensation.

1 unchanged sentence

$ 1.4 million of equity compensation and $ 0.6 million of cash compensation;

( 2 ) Corporate & Financing segment:

( 2 ) Corporate & Financing business segment:

$ 8.4 million of equity compensation and $ 0.3 million of cash compensation.

18 unchanged sentences

$ 250,244 $ 257,355 $ 276,549

Amounts reclassified into income out of accumulated other comprehensive loss was $ 6.0 million, $( 17.9 ) million and $( 6.8 ) million for the year ended December 31, 2024, 2023 and 2022 , respectively.

The difference between the amount at which the investment in Sisecam Wyoming is carried and the amount of underlying equity in Sisecam Wyoming's net assets was $ 111.9 million and $ 116.6 million as of December 31, 2024 and 2023 , respectively.

Amounts reclassified into income out of accumulated other comprehensive loss were $ 3.4 million, $6 .0 million and $( 17.9 ) million for the year ended December 31, 2025, 2024 and 2023 , respectively.

The difference between the amount at which the investment in Sisecam Wyoming is carried and the amount of underlying equity in Sisecam Wyoming's net assets was $ 107.5 million an d $ 111.9 million as of December 31, 2025 and 2024 , respectively.

This excess basis relates to property, plant and equipment and right to mine assets.

17 unchanged sentences

31,049 150,428

In February 2026, NRP and Sisecam Wyoming's managing partner agreed to make an additional capital investment into Sisecam Wyoming ($ 39.2 million for NRP's 49 %) to reduce outstanding amounts under Sisecam Wyoming’s bank credit facility.

As a result of this transaction, the carrying value of the Partnership's equity in unconsolidated investment will increase by $ 39.2 million on its Consolidated Balance Sheet during the first quarter of 2026.

NATURAL RESOURCE PARTNERS L.P.

19 unchanged sentences

Depletion expense related to the Partnership’s mineral rights is included in depreciation, depletion and amortization on its Consolidated Statements of Comprehensive Income and totaled $ 13.9 million, $ 14.8 million and $ 17.3 million for the year ended December 31, 2025, 2024 and 2023 , respectively.

During the year ended December 31, 2024, the Partnership recorded a gain $ 4.8 million, included in gain on asset sales and disposals on the Consolidated Statements of Comprehensive Income primarily related to a coal property condemnation in the second quarter of 2024.

During the years ended December 31, 2023 and 2022, the Partnership had $ 3.0 million and $ 1.1 million, respectively, included in gains on asset sales and disposals on the Consolidated Statements of Comprehensive Income.

Impairment of Mineral Rights

During the years ended December 31, 2024, 2023 and 2022 , the Partnership identified facts and circumstances that indicated that the carrying value of certain of its mineral rights exceed future cash flows from those assets and recorded non-cash impairment expense included in asset impairments on the Consolidated Statements of Comprehensive Income as follows:

For the Year Ended December 31,

(In thousands)

Coal properties (1)

$ 87 $ 556 $ 4,365

Aggregates properties

$ 87 $ 556 $ 4,457

The Partnership recorded $ 0.1 million and $ 0.6 million of impairment expense during the year ended December 31, 2024 and 2023, respectively.

The Partnership recorded $ 4.4 million of impairment expense during the year ended December 31, 2022 primarily related to assets whose undiscounted future net cash flows were less than their net book values.

Of this amount, $ 2.6 million of impairment expense related to an asset with $ 4.3 million of net book value, resulting in a fair value of $ 1.7 million at December 31, 2022.

The fair value of the impaired asset at December 31, 2022 was calculated using a discount rate of 15 %.

NRP compared the net book value of its mineral rights to estimated undiscounted future net cash flows.

If the net book value exceeded the undiscounted future cash flows, the Partnership recorded an impairment for the excess of the net book value over fair value.

A discounted cash flow model was used to estimate the level 3 fair value.

Significant inputs used to determine fair value include estimates of future cash flows from coal sales and minimum payments, discount rate and useful economic life.

Estimated cash flows are the product of a process that began with current realized pricing as of the measurement date and included an adjustment for risk related to the future realization of cash flows.

The impairment recorded during the year ended December 31, 2022 was based on the estimated fair value of the assets versus its net book value and is a level 3 non-recurring fair value estimate.

During the year ended December 31, 2025, the Partnership had $ 1.9 million included in gain on asset sales and disposals on the Consolidated Statements of Comprehensive Income.

During the year ended December 31, 2024, the Partnership recorded a gain of $ 4.8 million, included in gain on asset sales and disposals on the Consolidated Statements of Comprehensive Income, primarily related to a coal property condemnation in the second quarter of 2024.

During the year ended December 31, 2023 the Partnership had $ 3.0 million included in gains on asset sales and disposals on the Consolidated Statements of Comprehensive Income.

During the years ended December 31, 2025, 2024 and 2023 , the Partnership identified facts and circumstances that indicated that the carrying value of certain of its mineral rights exceed future cash flows from those assets and recorded immaterial non-cash impairment expense included in asset impairments on the Consolidated Statements of Comprehensive Income for each of the years then ended.

NATURAL RESOURCE PARTNERS L.P.

10 unchanged sentences

$ 11,908 $ 12,924

Amortization expense included in depreciation, depletion and amortization on the Partnership's Consolidated Statements of Comprehensive Income was $ 0.8 million, $ 1.0 million and $ 1.4 million for the year ended December 31, 2024, 2023 and 2022 , respectively.

Amortization expense included in depreciation, depletion and amortization on the Partnership's Consolidated Statements of Comprehensive Income was $ 1.0 million, $ 0.8 million and $ 1.0 million for the year e nded December 31, 2025, 2024 and 2023 , respectively.

The estimates of amortization expense for the years ended December 31, as indicated below, are based on current lessee mining plans and are subject to revision as those plans change in future periods.

6 unchanged sentences

Opco Senior Notes

5.82 % with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024

8.92 % with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024

5.03 % with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026

9 unchanged sentences

$ 33,082 $ 142,068

current portion of long-term debt

current portion of debt

( 14,198 ) ( 14,192 )

1 unchanged sentence

$ 18,884 $ 127,876

2025 Senior Notes

In 2022, NRP redeemed all $ 300 million of its 9.125 % senior notes due 2025 ( "2025 Senior Notes").

Included in loss on extinguishment of debt on the Partnership's Consolidated Statements of Comprehensive Income for the year ended December 31, 2022, are $ 7.2 million of call premium and fees and the write off of $ 3.1 million of debt issuance costs related to the redemption of the 2025 Senior Notes.

The cash paid for call premiums and fees is included in other items, net under cash used in financing activities on the Consolidated Statements of Cash Flows.

NATURAL RESOURCE PARTNERS L.P.

16 unchanged sentences

a rate equal to SOFR plus an applicable margin ranging from 3.50 % to 4.50 %.

During the year ended December 31, 2023 , the Partnership borrowed $ 248.8 million and repaid $ 223.0 million, resulting in $ 95.8 million in borrowings outstanding and $ 59.2 of available borrowing capacity under the Opco Credit Facility as of December 31, 2023 .

During the year ended December 31, 2024 , the Partnership borrowed $ 167.9 million and repaid $ 150.0 million, resulting in $ 113.7 million in borrowings outstanding and $ 86.3 million of available borrowing capacity under the Opco Credit Facility as of December 31, 2024 .

The weighted average interest rate for the borrowings outstanding under the Opco Credit Facility for the year ended December 31, 2024 and 2023 was 8.77 % and 8.70 %, respectively.

During the year ended December 31, 2025, the Partnership borrowed $ 46.7 million and repaid $ 141.5 million, resulting in $ 18.9 million in borrowings outstanding and $ 181.1 million of available borrowing capacity under the Opco Credit Facility as of December 31, 2025 .

The weighted average interest rate for the borrowings outstanding under the Opco Credit Facility for the year ended December 31, 2025 and 2024 w as 7.90 % and 8.77 %, respectively.

Opco will incur a commitment fee on the unused portion of the revolving credit facility at a rate of 0.50 % per annum.

2 unchanged sentences

A leverage ratio of consolidated indebtedness to EBITDDA (as defined in the Opco Credit Facility) not to exceed 3.0x.

As of December 31, 2024, this ratio was 0.6x;

As of December 31, 2025, this rati o was 0.2x;

an interest coverage ratio of consolidated EBITDDA to consolidated interest expense and consolidated lease expense (in each case as defined in the Opco Credit Facility) of not less than 3.5 to 1.0.

9 unchanged sentences

Opco Senior Notes

Opco has issued several series of private placement senior notes (the "Opco Senior Notes") with various interest rates and principal due dates.

As of December 31, 2024, only the 5.03% and 5.18% Opco Senior Notes, both due December 31, 2026, remain outstanding.

Opco issued several series of private placement senior notes (the "Opco Senior Notes") with various interest rates and principal due dates.

As of December 31, 2025, the 5.03% and 5.18% Opco Senior Notes remain outstanding.

These Opco Senior Notes have principal due annually in December and interest due semi-annually in June and December.

As of December 31, 2025 and 2024 , the Opco Senior Notes had cumulative principal balances of $ 14.3 million and $ 28.7 million, respectively.

Opco made mandatory principal payments on the Opco Senior Notes of $ 31.0 , $ 39.4 and $ 39.4 million during the year ended December 31, 2024, 2023 and 2022 , respectively.

Opco made mandatory principal payments on the Opco Senior Notes of $ 14.3 million, $ 31.0 million and $ 39.4 million during the year ended December 31, 2025, 2024 and 2023 , respectively.

These Opco Senior Notes will fully mature in December 2026.

The Note Purchase Agreements relating to the Opco Senior Notes contain covenants requiring Opco to:

16 unchanged sentences

$ 14,331 $ 18,884 $ 33,215

$ 28,663 $ 113,684 $ 142,347

NATURAL RESOURCE PARTNERS L.P.

2 unchanged sentences

Fair Value of Financial Assets and Liabilities

The Partnership’s financial assets and liabilities consist of cash and cash equivalents, a contract receivable and debt.

The carrying amounts reported on the Consolidated Balance Sheets for cash and cash equivalents approximate fair value due to their short-term nature.

The Partnership uses available market data and valuation methodologies to estimate the fair value of its debt and contract receivable.

The following table shows the carrying value and estimated fair value of the Partnership's debt and contract receivable:

The Partnership’s financial assets and liabilities consist of cash and cash equivalents, accounts receivables, a contract receivable, accounts payables and debt.

The carrying amounts reported on the Consolidated Balance Sheets for cash and cash equivalents, accounts receivables and accounts payables approximate fair value due to their short-term nature.

The Partnership uses available market data and valuation methodologies to estimate the fair value of its contract receivable and debt.

The following table shows the carrying value and estimated fair value of the Partnership's contract receivable and debt:

(In thousands)

Fair Value Hierarchy Level

Contract receivable, net (current and long-term) (1)

3 $ 23,480 $ 20,792 $ 26,321 $ 22,776

Opco Senior Notes (2)

2 unchanged sentences

3 18,884 18,884 113,684 113,684

Contract receivable, net (current and long-term) (3)

3 $ 26,321 $ 22,776 $ 28,946 $ 24,492

The fair value of the Partnership's contract receivable was determined based on the present value of future cash flow projections related to the underlying asset at a discount rate of 15 % at December 31, 2025 and 2024 .

The fair value of the Opco Senior Notes was estimated by management utilizing the present value replacement method incorporating the interest rate of the Opco Credit Facility.

The fair value of the Opco Credit Facility approximates the outstanding borrowing amount because the interest rates are variable and reflective of market rates and the terms of the credit facility allow the Partnership to repay this debt at any time without penalty.

NRP had embedded derivatives in the preferred units related to certain conversion options, redemption features and the change of control provision that were accounted for separately from the preferred units as assets and liabilities at fair value on the Partnership's Consolidated Balance Sheets.

Level 3 valuation of the embedded derivatives were based on numerous factors including the likelihood of the event occurring.

The embedded derivatives were revalued quarterly and changes in their fair value would have been recorded in other expenses, net on the Partnership's Consolidated Statements of Comprehensive Income.

The embedded derivatives had zero value as of December 31, 2023.

As a result of the redemption of the Partnership's remaining preferred units in September 2024, NRP no longer has embedded derivatives associated with the preferred units as of December 31, 2024.

Fair Value of Non-Financial Assets

1 unchanged sentence

Refer to Note 9.

Mineral Rights, Net for additional disclosures related to the fair value associated with the impaired assets.

Mineral Rights, Net for additional information.

NATURAL RESOURCE PARTNERS L.P.

16 unchanged sentences

5,489 5,420 5,408

The Partnership had accounts payable to related parties of $ 0.6 million on its Consolidated Balance Sheets at both December 31, 2024 and 2023 .

The Partnership had other current assets of $ 0.2 million and $0.1 million on its Consolidated Balance Sheets related to a related party prepaid expense at December 31, 2024 and 2023 , respectively.

As a result of its office lease with WPPLP, the Partnership had a right-of-use asset and lease liability of $ 3.4 million and $ 3.5 million included in other long-term assets, net and other non-current liabilities , on its Consolidated Balance Sheets at December 31, 2024 and 2023, respectively.

During the years ended December 31, 2024, 2023 and 2022 , the Partnership recognized $ 0.1 million, $ 5.1 million and $ 8.5 million in operating and maintenance expenses, respectively, on its Consolidated Statements of Comprehensive Income related to an overriding royalty agreement with WPPLP.

At December 31, 2024 the Partnership had $ 0.5 million of other long-term assets, net on its Consolidated Balance Sheets related to a prepaid royalty for this agreement.

This amount was zero for the year ended December 31, 2023.

The Partnership had accounts payable to related parties of $ 0.7 million and $ 0.6 million on its Consolidated Balance Sheets at December 31, 2025 and 2024, respectively.

At both December 31, 2025 and 2024, the Partnership had $ 0.2 million of prepaid expenses included in other current assets, net on its Consolidated Balance Sheets.

As a result of its office lease with WPPLP, the Partnership had a right-of-use asset and lease liability of $ 3.4 million included in other long-term assets, net and other non-current liabilities, on its Consolidated Balance Sheets at both December 31, 2025 and 2024.

Leases for more information.

During the year ended December 31, 2025, 2024 and 2023 , the Partnership recognized $ 0.3 million, $ 0.1 million and $ 5.1 million in operating and maintenance expenses, respectively, on its Consolidated Statements of Comprehensive Income related to an overriding royalty agreement with WPPLP.

At December 31, 2025 and 2024, the Partnership had $ 1.1 million and $ 0.5 million, respectively, of other long-term assets, net on its Consolidated Balance Sheets related to a prepaid royalty for this agreement.

The Partnership also had $ 0.1 million of accounts payable at December 31, 2025 related to this agreement.

NATURAL RESOURCE PARTNERS L.P.

5 unchanged sentences

Alpha Metallurgical Resources, Inc.

$ 52,861 26 % $ 67,714 28 % $ 86,118 23 %

Foresight (1)

Alabama Kanu Holdings, LLC (1) (2)

Revenues from Alpha Metallurgical Resources, Inc., Foresight and Alabama Kanu Holdings, LLC are included within the Partnership's Mineral Rights segment.

Alabama Kanu Holdings, LLC purchased Hatfield Metallurgical Holdings, LLC in August 2024.

$ 42,471 21 % $ 39,178 16 % $ 60,495 16 %

Alabama Kanu Holdings, LLC ("Alabama Kanu") (1) (2)

$ 22,070 11 % $ 29,533 12 % $ 34,869 9 %

Revenues from Alpha Metallurgical Resources, Inc., Foresight and Alabama Kanu are generated in the United States and included within the Partnership's Mineral Rights segment.

Alabama Kanu purchased Hatfield Metallurgical Holdings, LLC in August 2024.

Commitments and Contingencies

36 unchanged sentences

The DERs are payable in cash upon vesting but may be subject to forfeiture if the grantee ceases employment prior to vesting.

During the years ended December 31, 2024 and 2023, the Partnership granted service, performance and market-based awards under its 2017 Plan and during the year ended December 31, 2022, the Partnership granted service-based awards.

During the years ended December 31, 2025 , 2024 and 2023, the Partnership granted service, performance and market-based awards under its 2017 Plan.

The Partnership's service and performance-based awards are valued using the closing price of NRP's common units as of the grant date while the Partnership's market-based awards are valued using a Monte Carlo simulation.

The grant date fair value of the awards granted during the year ended December 31, 2024, 2023 and 2022 was $ 6.7 million, $ 16.0 million and $ 7.9 million, respectively.

Included in these amounts is the grant-date fair value for the market-based awards valued using a Monte Carlo simulation of $ 2.5 million and $ 2.8 million for the year ended December 31, 2024 and 2023, respectively.

Total unit-based compensation expense associated with these awards was $ 11.3 million, $ 10.9 million and $ 5.8 million for the year ended December 31, 2024, 2023 and 2022 , respectively, and is included in general and administrative expenses and operating and maintenance expenses on the Partnership's Consolidated Statements of Comprehensive Income.

The grant date fair value of the awards granted during the year ended December 31, 2025, 2024 and 2023 was $ 6.8 million, $ 6.7 million and $ 16.0 million, respectively, which included a grant-date fair value of $ 2.5 million, $ 2.5 million and $ 2.8 million for the market-based awards valued using a Monte Carlo simulation during the respective years.

Total unit-based compensation expense associated with service, performance and market-based awards was $ 11.1 million, $ 11.3 million and $ 10.9 million for the year ended December 31, 2025, 2024 and 2023 , respectively, and is included in general and administrative expenses and operating and maintenance expenses on the Partnership's Consolidated Statements of Comprehensive Income.

The unamortized cost associated with unvested outstanding awards as of December 31, 2025 was $ 5.9 million, which will be recognized over a weighted average period of 1.6 years.

8 unchanged sentences

( 141 ) $ 50.33

( 1 ) $ 90.70

Outstanding at December 31, 2024

Outstanding grants at December 31, 2025

NATURAL RESOURCE PARTNERS L.P.

3 unchanged sentences

The infrastructure at the Sugar Camp mine is leased to a subsidiary of Foresight and is accounted for as a financing transaction (the "Sugar Camp lease").

The Sugar Camp lease expires in 2032 with renewal options for up to 80 additional years.

Minimum payments are $ 5.0 million per year through the end of the lease term.

The current Sugar Camp lease expires in 2032.

Minimum payments are $ 5.0 million per year through the end of the current lease term.

In 2032, the Sugar Camp lease will automatically be extended for an additional term that expires in 2038.

Minimum payments are $ 1.25 million per year through the end of the additional term.

The Sugar Camp lease also has renewal options for up to 75 additional years thereafter.

The Partnership is also entitled to variable payments in the form of throughput fees determined based on the amount of coal transported and processed utilizing the Partnership's assets.

14 unchanged sentences

$ 57,316 $ ( 4,915 ) $ 52,401 $ 61,593 $ ( 5,268 ) $ 56,325

NRP reversed $ 1.3 million and charged $ 1.1 million and $ 1.1 million in operating and maintenance expenses on its Consolidated Statements of Comprehensive Income related to the change in the CECL allowance during the year ended December 31, 2024, 2023 and 2022 , respectively.

NRP reversed $ 0.4 million, reversed $ 1.3 million and charged $ 1.1 million in operating and maintenance expenses on its Consolidated Statements of Comprehensive Income related to the change in the CECL allowance during the year ended December 31, 2025, 2024 and 2023, respectively.

NRP has procedures in place to monitor its ongoing credit exposure through timely review of counterparty balances against contract terms and due dates, account and financing receivable reconciliations, bankruptcy monitoring, lessee audits and dispute resolution.

4 unchanged sentences

On January 1, 2019, the Partnership entered into a new lease for the West Virginia office building owned by WPPLP with a five -year base term and five additional five -year renewal options.

Effective January 1, 2024, the Partnership entered its first five -year renewal term that expires on December 31, 2028.

Upon lease commencement and as of December 31, 2025 and 2024 , the Partnership was reasonably certain to exercise all renewal options included in the lease and capitalized the right-of-use asset and corresponding lease liability on its Consolidated Balance Sheets using the present value of the future lease payments over 30 years.

2 unchanged sentences

The Partnership's right-of-use asset included within other long-term assets , net on its Consolidated Balance Sheets totaled $ 4.1 million and $ 4.2 million at December 31, 2025 and 2024 , respectively.

The Partnership's lease liability included in other non-current liabilities on its Consolidated Balance Sheets totaled $ 4.4 million and $ 4.3 million at December 31, 2024 and 2023, respectively.

During the years ended December 31, 2024, 2023 and 2022 , the Partnership incurred total operating lease expenses of $ 0.6 million, $ 0.6 million and $ 0.5 million included in both operating and maintenance expenses and general and administrative expenses on its Consolidated Statements of Comprehensive Income.

The Partnership's lease liability included in other non-current liabilities on its Consolidated Balance Sheets totaled $ 4.4 million at both December 31, 2025 and 2024.

During each of the years ended December 31, 2025, 2024 and 2023, the Partnership incurred total operating lease expenses of $ 0.6 million included in both operating and maintenance expenses and general and administrative expenses on its Consolidated Statements of Comprehensive Income.

The following table details the maturity analysis of the Partnership's operating lease liability and reconciles the undiscounted cash flows to the operating lease liability included on its Consolidated Balance Sheet:

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data