What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-28 · 95 added, 64 removed, 958 unchanged (14% of the section changed)

11 unchanged sentences

Report of Independent Registered Public Accounting Firm

The Partners of Natural Resource Partners L.P.

To the Partners of Natural Resource Partners L.P.

Opinion on Internal Control Over Financial Reporting

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55 General Counsel and Secretary

Senior Vice President, Chief Engineer

69 Executive Vice President, Business Development

Robertson, III

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Warman earned a Bachelor of Science in Chemical Engineering from the University of Houston in 1993 and graduated from the University of Texas School of Law in 1998.

Wooten was named Senior Vice President, Chief Engineer of GP Natural Resource Partners LLC in February 2021, after serving as Vice President, Chief Engineer of GP Natural Resource Partners LLC since December 2013.

Wooten was named Executive Vice President, Business Development of GP Natural Resource Partners LLC in October 2025, after serving as Senior Vice President, Chief Engineer of GP Natural Resource Partners LLC since February 2021 and Vice President, Chief Engineer of GP Natural Resource Partners LLC from December 2013 to February 2021.

Wooten joined NRP in 2007, serving as Regional Manager.

Prior to joining NRP, Mr.

After earning a Bachelor of Science in Mining Engineering from the University of Kentucky and prior to joining NRP, Mr.

Wooten served as Vice President, Chief Operating Officer and Chief Engineer of Dingess Rum Properties, Inc., where he managed coal, oil, gas and timber properties from 1982 until 2007.

Wooten has over 35 years of experience in the coal industry, working as a planning and production engineer and is a member of the American Institute of Mining, Metallurgical, and Petroleum Engineers.

Wooten also serves as the President of the National Council of Coal Lessors and is a board member of the West Virginia, Kentucky, Indiana and Montana Coal Council.

He also serves on the board of the Cabell-Huntington Hospital and is a member of the West Virginia School Building Authority.

Wooten has over 40 years of experience in the coal industry, working as a planning and production engineer and served a short stint in operations.

Wooten is a member of the American Institute of Mining, Metallurgical, and Petroleum Engineers.

Wooten also serves as the President of the National Council of Coal Lessors and is a board member of the West Virginia, Kentucky and Indiana Coal Associations, America's Power and the American Coal Council.

He also serves on the board of the Cabell-Huntington Hospital and is a member of the West Virginia State Board of Education and the West Virginia School Building Authority.

Claro joined the Board of Directors of GP Natural Resource Partners LLC in March 2018.

Claro has 30 years of worldwide executive leadership experience in the primary and secondary metals industries and is currently the Chief Executive Officer of the Wilmington Paper Corporation and an Independent Director of Phoenix Global.

Claro has 40 years of worldwide executive leadership experience in the primary and secondary metals industries and is currently an Independent Director of Ardagh Group.

Claro previously served as Chief Executive Officer of the Wilmington Paper Corporation.

From October 2013 to August 2017, Mr.

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Navarre brings extensive operating, financial, strategic planning, public company and coal industry experience to the Board of Directors.

Navarre is former Chairman, President and CEO of Covia Holdings, a leading provider of high quality minerals and material solutions for the industrial and energy markets.

Navarre is the former Chairman, President and CEO of Covia Holdings, a leading provider of high quality minerals and material solutions for the industrial and energy markets.

From 1993 until 2012, Mr.

Navarre held senior executive positions with Peabody Energy Corporation, including President-Americas, President and Chief Commercial Officer, Executive Vice President of Corporate Development and Chief Financial Officer.

Navarre serves on the Board of Directors of Civeo Corporation, where he serves as Chairman and member of the Environmental, Social, Governance and Nominating Committee and Core Natural Resources, where he serves as Lead Independent Director, Governance Committee Chair, and Compensation Committee Member.

Navarre serves on the Board of Directors of Core Natural Resources, where he serves as Lead Independent Director, Nominating and Governance Committee Chair, and Compensation Committee Member.

Navarre also serves on the Board of Directors of Civeo Corporation, where he serves as Chairman and member of the Environmental, Social, Governance and Nominating Committee.

He is a member of the Hall of Fame of the College of Business and a member of the Board of Advisors of the College of Business and Analytics of Southern Illinois University Carbondale.

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Board Meetings and Executive Sessions

The Board of Directors met eight times in 2024.

The Board of Directors met seven times in 2025.

During 2025, our non-management directors met in executive sessions several times.

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The Board of Directors has affirmatively determined that Messrs.

Claro, Navarre, Smith, and Vecellio are independent based on all facts and circumstances considered by the Board of Directors, including the standards set forth in Section 303A.02(a) of the NYSE’s listing standards.

Claro, Murphy, Navarre, Smith, and Vecellio are independent based on all facts and circumstances considered by the Board of Directors, including the standards set forth in Section 303A.02(a) of the NYSE’s listing standards.

Because we are a limited partnership as defined in Section 303A of the NYSE’s listing standards, we are not required to have a majority of independent directors on the Board of Directors.

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Compensation, Nominating and Governance Committee

Executive officer compensation is administered by the CNG Committee, which is currently comprised of three members:

Executive officer compensation is administered by the CNG Committee, which is currently comprised of four members:

Vecellio, as Chairman, Mr.

Navarre and Mr.

During 2024, the CNG Committee met four times.

During 2025, the CNG Committee met six times.

Our Board of Directors appoints the CNG Committee and delegates to the CNG Committee responsibility for:

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The Board of Directors considers numerous factors each quarter in determining cash distributions including profitability, cash flow, debt service obligations, market conditions and outlook, estimated unitholder income tax liability and the level of cash reserves that the board determines are necessary for future operating and capital needs.

Our primary objective over the last eight years has been to use all internally generated cash flow to reduce debt while paying distributions to common unitholders sufficient to cover income tax liability on their share of the partnership’s taxable income.

Our primary objective over the last ten years has been to use all internally generated cash flow to reduce debt while paying distributions to common unitholders sufficient to cover income tax liability on their share of the partnership’s taxable income.

Our compensation philosophy is designed to attract, motivate and retain highly talented executives, while keeping them focused on promoting our strategic objectives to manage the business under current market conditions and position the partnership as a key beneficiary of the transitional energy economy of the future.

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Align executives’ interests with those of unitholders

Engage an independent compensation consultant, NFP Compensation Consultants ("NFP"), to assess our practices

Engage an independent compensation consultant, Meridian Compensation Consultants ("Meridian"), to assess our practices

Maintain trading policies that restrict all employees and directors from pledging or short selling our securities, entering into any derivative transactions with respect to our securities, or otherwise hedging the risk and rewards of our securities

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Role of Independent Compensation Consultant and Market Data

The CNG Committee engaged NFP to review our compensation practices for executive officers and directors relative to our peers.

NFP provides no services to management or the CNG Committee that are unrelated to the duties and responsibilities of the CNG Committee, and the CNG Committee makes all decisions regarding the compensation of our executive officers and directors.

NFP reports directly to the CNG Committee, and all work conducted by NFP for us is on behalf of the CNG Committee.

The CNG Committee has determined that no conflicts of interest exist as a result of the engagement of NFP.

The CNG Committee, with input from NFP, selected our peer group (the “Peer Group”) after reviewing annual revenue, market capitalization, total enterprise value and total assets of relevant public companies to determine which companies were representative of the marketplace for talent within which we compete.

The CNG Committee engaged Meridian to review our compensation practices for executive officers and directors relative to our peers.

Meridian provides no services to management or the CNG Committee that are unrelated to the duties and responsibilities of the CNG Committee, and the CNG Committee makes all decisions regarding the compensation of our executive officers and directors.

Meridian reports directly to the CNG Committee, and all work conducted by Meridian for us is on behalf of the CNG Committee.

The CNG Committee has determined that no conflicts of interest exist as a result of the engagement of Meridian.

The CNG Committee, with input from Meridian, selected our peer group (the “Peer Group”) after reviewing annual revenue, market capitalization, total enterprise value and total assets of relevant public companies to determine which companies were representative of the marketplace for talent within which we compete.

The CNG Committee will review the Peer Group annually to ensure continued appropriateness for comparative purposes.

The CNG Committee determined that the companies below reflect an appropriate Peer Group for 2025:

Alpha Metallurgical Resources, Inc.

Kimbell Royalty Partners, LP

SunCoke Energy, Inc.

Amplify Energy Corp.

Falcon Minerals Corporation

SilverBow Resources, Inc.

NACCO Industries, Inc.

Talos Energy Inc.

Berry Corporation

Kimbell Royalty Partners, LP

Smart Sand, Inc.

Powell Industries, Inc.

Vitesse Energy, Inc.

Black Stone Minerals, L.P.

NACCO Industries, Inc.

SunCoke Energy, Inc.

Brigham Minerals, Inc.

PHX Minerals, Inc.

W&T Offshore Inc.

CatchMark Timber Trust, Inc.

Ramaco Resources, Inc.

CONSOL Coal Resources LP

Ranger Oil Corporation

Earthstone Energy Inc.

W&T Offshore, Inc.

Centrus Energy Corp.

Ring Energy, Inc.

NFP provides the CNG Committee with Peer Group data for comparison purposes, such as to compare equity and pay mix practices.

Warrior Met Coal, Inc.

Great Lakes Dredge & Dock Corporation

Sitio Royalties Corp.

Meridian provides the CNG Committee with Peer Group data for comparison purposes, such as to compare equity and pay mix practices.

Market pay levels are one of multiple factors considered by the CNG Committee in setting applicable compensation amounts and determining the appropriate design of incentive compensation programs.

The Peer Group used in 2024 is identical to the Peer Group used in 2023 except that companies that are no longer publicly traded were removed.

Role of Our Executive Officers in the Compensation Process

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The amounts awarded with respect to 2025 under this program are disclosed in the Summary Compensation Table under the Bonus column.

With respect to 2024, the CNG Committee, using recommendations from NFP, determined that cash bonuses would be paid based on a percentage of base salary, with our Chief Executive Officer (who is not paid a base salary) receiving a bonus target of approximately 2.3 times a deemed base salary of $556,973 (which is the base salary of our President and Chief Operating Officer).

With respect to 2025, the CNG Committee, using recommendations from Meridian, determined that cash bonuses would be paid based on a percentage of base salary, with our Chief Executive Officer (who is not paid a base salary) receiving a bonus target of approximately 2.3 times the salary of our President and Chief Operating Officer.

For 2025, the CNG Committee used free cash flow, strategic objectives and safety as performance measures in determining the amount of bonuses paid under the plan, representing 75%, 20% and 5% of the total award, respectively.

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“Free Cash Flow” is calculated as cash flow from operating activities plus return on long-term contract receivable less cash flow used in investing activities, excluding proceeds from asset sales.

Further, the CNG Committee determined that Free Cash Flow would be adjusted to exclude free cash flow received from Sisecam Wyoming and include the additional cash paid for interest on debt used for early settlement of outstanding warrants and preferred units.

Further, the CNG Committee determined that Free Cash Flow would be adjusted to exclude free cash flow received from Sisecam Wyoming.

The CNG Committee utilized the budget approved by the Board during the annual review process and set the “target” level for this performance measure at 100% of budget.

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Kevin Craig (3)

Actual payout based on % of base salary at December 31, 2025.

Robertson does not receive a salary, his annual cash incentive is calculated as a multiple of the President and Chief Operating Officer’s actual payout.

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In the instance of a merger, acquisition or delisting of a peer company during the performance period, the company would be removed from the peer group.

The companies used for our performance peer group for the 2024 Award at the time of the grant are listed below:

The peer group for the 2025 LTIP awards consists of the companies being utilized for our performance peer group at the time of the grant and are listed below:

Alliance Resource Partners, L.P.

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Ramaco Resources, Inc.

Arch Resources, Inc.

Ramaco Resources, Inc.

CONSOL Coal Resources LP

SunCoke Energy, Inc.

Corsa Coal Corp.

SunCoke Energy, Inc.

Core Natural Resources, Inc.

Warrior Met Coal, Inc.

12 unchanged sentences

“Free Cash Flow” is defined as cash from operating activities plus return on long-term contract receivable less cash flow used in investing activities, excluding proceeds from asset sales.

Payouts will be determined based on the achievement of cumulative free cash flow relative to targets set by the Committee.

Added back to the calculation of Free Cash Flow is additional cash paid for interest on debt used for early settlement of outstanding warrants and preferred units.

Payouts will be determined based on the achievement of cumulative free cash flow relative to targets set by the CNG Committee.

We consider this performance measure to be difficult to attain and appropriately reflective of our position in the inherently volatile commodities market.

Payout of 2023 Performance-Based Awards

The vesting of the performance-based awards is calculated annually based on pre-established, weighted goals.

Our CNG Committee designs the targets for our future performance goals to be attainable but reasonably difficult to meet.

The table below summarizes the target performance goals for 2023 performance-based awards as well as the threshold (50% of target) and the maximum (200% of target) goals compared to actual performance.

Performance Measure

Threshold (50% Payout)

Target (100% Payout)

Maximum (200% Payout)

Actual Performance

Relative Total Unitholder Return

18th Percentile

45th Percentile

91st Percentile

100th Percentile

Free Cash Flow

In February 2026, the CNG Committee evaluated and certified our achievement against the above-described performance measures and determined the payout factor was 137% based on actual performance.

Our CNG Committee determined our executive officers earned the following payouts with respect to the 2023 performance-based awards at 137% of target.

Named Executive Officer

Units at Target

Robertson, Jr.

Christopher J.

Perquisites and Other Personal Benefits

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Units that count towards the satisfaction of the officer and director guidelines include common units held directly by the executive officer or director, common units owned indirectly by the executive officer or director (e.g., by a spouse or other immediate family member residing in the same household or a trust for the benefit of the executive officer or director or his or her family), units granted under NRP’s long-term incentive plans (including phantom units representing the right to receive units) and units purchased in the open market (whether purchased before or after the effective date of the ownership guidelines).

As of December 31, 2024, all executive officers were in compliance with ownership guidelines.

As of December 31, 2025, all executive officers and directors were in compliance with ownership guidelines.

Incentive Compensation Recoupment Policy

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Robertson, Nunez, Zolas, Warman and Craig spent approximately 50%, 100%, 100%, 100% and 97%, respectively, of their time on NRP matters.

Amounts represent the grant date fair value of phantom unit awards determined in accordance with Accounting Standards Codification Topic 718 determined without regard to forfeitures.

Amounts represent the grant date fair value of the 2017 Plan Phantom Units determined in accordance with Accounting Standards Codification Topic 718 determined without regard to forfeitures.

The grant date fair value of the performance-based awards is based on the probable outcome of the performance conditions as of the date of grant, which was target.

If the maximum amount, rather than the probable amount, were reported in the table with respect to the performance-based awards, the values associated with the performance-based awards would be as follows:

Robertson, $2,896,078;

Nunez, $1,574,095;

Zolas, $761,940;

Warman, $423,300;

Craig, $435,958.

For information regarding the assumptions used in calculating these amounts, see " Item 8.

2 unchanged sentences

Includes portions of 401(k) matching allocated to Natural Resource Partners by Quintana and Western Pocahontas.

Warman was not a named executive officer in 2022.

Craig was not a named executive officer in 2022.

Craig allocated approximately 97% of his time to NRP during the year ended December 31, 2025 and amounts included under the “Salary,” “Bonus” and “All Other Compensation” columns reflect this allocation.

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Outstanding Equity Awards at December 31, 2025

The table below shows the total number of outstanding 2017 Plan Phantom Units held by each named executive officer at December 31, 2024.

Performance-based units are valued assuming target is met.

The table below shows the total number of outstanding 2017 phantom units under the 2017 Plan held by each named executive officer at December 31, 2025.

The 2023 performance-based units that cliff vested in February 2026 are reported at actual level of performance (137%).

The performance-based units that cliff vest in 2027 and 2028 are reported at target level (100%).

Named Executive Officer

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Units Vested in 2025

The table below shows the value realized by each named executive officer as a result of the vesting of their phantom unit awards granted under the 2017 Plan:

The table below shows the value realized by each named executive officer as a result of the vesting in 2025 of their phantom unit awards granted under the 2017 Plan:

Named Executive Officer

2017 Plan Phantom Units

Number of Common Units Acquired on Vesting (#)

Value Realized on Vesting ($) (1) (2)

4 unchanged sentences

Potential Payments upon Termination or Change in Control

Upon the occurrence of a change in control or termination without cause of NRP, our general partner, or GP Natural Resource Partners LLC, 2017 Plan Phantom Units held by each of our named executive officers would immediately vest and become payable and they are entitled to no other benefits because we do not have employment contracts.

Upon the occurrence of a change in control or termination without cause of NRP, our general partner, or GP Natural Resource Partners LLC, phantom units under the 2017 Plan held by each of our named executive officers would immediately vest and become payable and they are entitled to no other benefits because we do not have employment contracts.

The table below indicates the estimated payments to each named executive officer following a change in control at December 31, 2025.

7 unchanged sentences

Christopher J.

Amounts reflect the performance-based units at target level (100%).

The 2023 performance-based units vested in February 2026.

For more information regarding the 2023 performance-based units, see the Outstanding Equity Awards at December 31, 2025 table and the “—Payout of 2023 Performance-Based Awards” discussion above.

Calculated based on a unit price of $104.40, the closing price for the common units on December 31, 2025.

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Directors and Executive Officers of the Managing General Partner and Corporate Governance ” elsewhere in this Annual Report on Form 10-K.

Director compensation during 2024 consisted of a $75,000 cash retainer and an award of common units under the 2017 Plan.

Director compensation during 2025 consisted of a $75,000 cash retainer, increased to $95,000 effective July 1, 2025, and an award of common units under the 2017 Plan.

The phantom units awarded to Board of Directors members in 2025 vest after one year;

however, the Board of Directors members had the option in advance of receipt of the award to elect to defer settlement of the award until after 90 days following such director’s retirement or earlier departure from the Board of Directors.

In addition, members of Board of Directors committees received $8,000, $7,500 and $5,000 for serving on the audit, CNG and conflicts committees, respectively, and the chairman of the audit, compensation, nominating and governance and conflicts committees received an additional $20,000, $15,000 and $15,000, respectively, for acting as chairman.

In addition, members of Board of Directors committees received $8,000 (increased to $10,000 effective July 1, 2025), $7,500 and $5,000 for serving on the audit, CNG and conflicts committees, respectively, and the chairman of the audit, CNG and conflicts committees received an additional $20,000, $15,000 and $15,000, respectively, for acting as chairman.

The table below shows the directors’ compensation for the year ended December 31, 2025:

3 unchanged sentences

Total Compensation ($)

Reed Morian (2)

Robertson, III

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Claro, 1,076.

Morian passed away in April 2024 at which time his phantom units awarded in February 2024 were forfeited.

Navarre elected to defer settlement of his common units awarded under the 2017 Plan in 2018 and 2019 until 90 days following his retirement or earlier departure from the Board of Directors.

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Smith were outstanding but only 1,076 were unvested.

Murphy joined the CNG Committee effective May 2025 and received prorated committee fees for the remainder of the year.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2025, Messrs.

Vecellio, Navarre, and Smith served on the CNG Committee.

Vecellio, Murphy, Navarre and Smith served on the CNG Committee.

None of Messrs.

Vecellio, Navarre and Smith has ever been an officer or employee of NRP or GP LLC.

Vecellio, Murphy, Navarre and Smith has ever been an officer or employee of NRP or GP LLC.

None of our executive officers serve as a member of the board of directors or compensation committee of any entity that has any executive officer serving as a member of our Board or CNG Committee.

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Robertson, Jr.

may be deemed to beneficially own 703,955 common units owned in his capacity as controlling owner of Quintana Holdings, LP, 1,727,986 common units in his capacity as controlling member of Quintana Management LLC, which is the sole member of Western Pocahontas GP LLC, which is the general partner of Western Pocahontas Properties Limited Partnership, 156,000 common units in his capacity as the controlling member of Quintana Management LLC, which is the sole member of Robertson Coal Management LLC, which is the sole member of GP Natural Resource Partners LLC, which is the general partner of NRP (GP) LP, 11,021 common units in his capacity as controlling shareholder of Western Pocahontas Corporation, and 5,293 common units in his capacity as controlling shareholder of GNP Management Corporation.

may be deemed to beneficially own 763,658 common units in his capacity as controlling owner of Quintana Holdings, LP, 1,727,986 common units in his capacity as controlling member of Quintana Management LLC, which is the sole member of Western Pocahontas GP LLC, which is the general partner of Western Pocahontas Properties Limited Partnership, 156,000 common units in his capacity as the controlling member of Quintana Management LLC, which is the sole member of Robertson Coal Management LLC, which is the sole member of GP Natural Resource Partners LLC, which is the general partner of NRP (GP) LP.

Robertson, Jr.’s address is 1415 Louisiana Street, Suite 2400, Houston, Texas 77002.

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Navarre has elected to defer settlement of until 90 days following the date that he no longer serves on NRP’s Board of Directors.

Robertson III may be deemed to beneficially own 9,783 common units held by CIII Capital Management, LLC, 10,000 common units held by BHJ Investments LP, 19,663 common units held by The Corbin James Robertson III, 2009 Family Trust and 39 common units held by his spouse, Brooke Robertson.

The address for CIII Capital Management, LLC, BHJ Investments LP, and The Corbin James Robertson III, 2009 Family Trust is 1415 Louisiana Street, Suite 2400, Houston, Texas 77002.

Robertson III may be deemed to beneficially own 9,783 common units held by CIII Capital Management, LLC, 10,000 common units held by BHJ Investments L.P., 19,663 common units held by The Corbin James Robertson III 2009 Family Trust and 39 common units held by his spouse, Brooke Robertson.

The address for CIII Capital Management, LLC, BHJ Investments L.P., and The Corbin James Robertson III 2009 Family Trust is 1415 Louisiana Street, Suite 2400, Houston, Texas 77002.

The following common units are pledged as collateral for loans:

15 unchanged sentences

As of December 31, 2025, 266,394 of the 2017 Plan phantom units were outstanding.

Each 2017 Plan Phantom Units represents the right to receive one common unit, together with associated distribution equivalent rights.

Each 2017 Plan phantom unit represents the right to receive one common unit, together with associated distribution equivalent rights.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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On January 1, 2019, we entered into a new lease on the building for a five-year base term, with five additional five-year renewal options.

Effective January 1, 2024 we entered into the first five-year renewal term.

We paid approximatel y $0.8 million to Western Pocahontas under the lease during the year ended December 31, 2025.

228 unchanged sentences

Certification of Chief Financial Officer pursuant to 18 U.S.C.

S-K 1300 Technical Report Summary on the Big Island Mine, Sweetwater County, Wyoming, USA, dated February 27, 2025.

S-K 1300 Technical Report Summary on the Big Island Mine, Sweetwater County, Wyoming, USA, dated February 27, 2025 (incorporated by reference to Exhibit 96.1 to Annual Report on Form 10-K filed on February 28, 2025).

Natural Resource Partners L.P.

45 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 9A. Controls and Procedures