Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID 42 )
53
Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (PCAOB ID 238) 55
Report of BDO USA, P.C. Independent Registered Public Accounting Firm (PCAOB ID 243) 56
Consolidated Balance Sheets as of December 31, 2025 and 2024
57
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023
58
Consolidated Statements of Partners ’ Capital for the years ended December 31, 2025, 2024 and 2023
59
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
60
Notes to Consolidated Financial Statements
61
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Report of Independent Registered Public Accounting Firm
To the Partners of Natural Resource Partners L.P.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Natural Resource Partners L.P. (the Partnership) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income , partners’ capital and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, based on our audits and the reports of PricewaterhouseCoopers LLP and BDO USA, P.C., the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We did not audit the financial statements of Sisecam Wyoming LLC (Sisecam Wyoming), a limited liability company in which the Partnership has a 49% interest. 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 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.
Basis for Opinion
These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership 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 audits in accordance with the standards of the PCAOB. 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. 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 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 reports of PricewaterhouseCoopers LLC and the report of BDO USA P.C. provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
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Impairment Assessment of Mineral Rights
Description of the Matter
At December 31, 2025, the Partnership’s mineral rights, net totaled $367 million. As described in Note 2 to the consolidated financial statements, the Partnership evaluates its long-lived assets (inclusive of mineral rights) for possible impairment whenever events or changes in circumstances indicate that the asset’s net book value may not be recoverable. Management evaluates various qualitative and quantitative factors in determining whether or not events or changes in circumstances indicate that the net book value of an asset may not be recoverable. 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, 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.
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. Specifically, we corroborated reserve information to new reserve studies when available. Additionally, we inspected lease modifications of royalty-based lease contracts. We searched for and evaluated other publicly available information pertaining to certain of their lessees, that corroborates or contradicts management’s assessment.
/s/ Ernst & Young LLP
We have served as the Partnership’s auditor since 2002.
Houston, Texas
February 27, 2026
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Report of Independent Registered Public Accounting Firm
To the Board of Managers and Members of Sisecam Wyoming LLC
Opinion on the Financial Statements
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 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 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 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 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 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
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition – Sales to Others
As described in Note 2 to the financial statements, the Company’s sales to others was $529 million for the year ended December 31, 2025. The Company’s revenues are recognized at a point-in-time when control of goods transfers to the customer. The time at which delivery and transfer of title, and therefore control, occurs ranges from the point in time when the product leaves the Company’s facilities to agreed upon delivery points. Agreed upon delivery points at which control of the product transfers includes points where product reaches the port of loading, a vessel, or other agreed location, thereby rendering the performance obligation fulfilled. Management recognizes revenue as the amount of consideration expected to be received in exchange for transferring promised goods to customers.
The principal consideration for our determination that performing procedures relating to revenue recognition for sales to others is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition for sales to others.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included, among others, (i) testing revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents such as customer contracts, purchase orders, invoices, proof of shipment or delivery, and subsequent cash receipts; and (ii) confirming a sample of outstanding customer invoice balances as of December 31, 2025 and, for confirmations not returned, obtaining and inspecting source documents, such as customer contracts, purchase orders, invoices, proof of shipment or delivery, and subsequent cash receipts.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 27, 2026
We have served as the Company's auditor since 2024.
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Report of Independent Registered Public Accounting Firm
Board of Managers and Members of
Sisecam Wyoming LLC
Atlanta, Georgia
Opinion on the Financial Statements
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 audit. 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 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.
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. 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.
/s/ BDO USA, P.C.
We served as the Company's auditor from 2022 to 2024.
Charlotte, North Carolina
March 7, 2024
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NATURAL RESOURCE PARTNERS L.P.
CONSOLIDATED BALANCE SHEETS
December 31,
(In thousands, except unit data)
2025
2024
ASSETS
Current assets
Cash and cash equivalents
$ 30,141 $ 30,444
Accounts receivable, net
28,666 31,469
Other current assets, net
2,105 1,961
Total current assets
$ 60,912 $ 63,874
Land
24,008 24,008
Mineral rights, net
366,987 379,638
Intangible assets, net
11,908 12,924
Equity in unconsolidated investment
250,244 257,355
Long-term contract receivable, net
20,406 23,480
Other long-term assets, net
13,900 11,628
Total assets
$ 748,365 $ 772,907
LIABILITIES AND CAPITAL
Current liabilities
Accounts payable
$ 1,159 $ 909
Accrued liabilities
10,897 12,121
Accrued interest
69 302
Current portion of deferred revenue
6,663 4,341
Current portion of debt, net
14,198 14,192
Total current liabilities
$ 32,986 $ 31,865
Deferred revenue
58,067 55,814
Long-term debt, net
18,884 127,876
Other non-current liabilities
5,909 6,244
Total liabilities
$ 115,846 $ 221,799
Commitments and contingencies (see Note 15)
Partners’ capital
Common unitholders’ interest ( 13,138,097 and 13,049,123 units issued and outstanding at December 31, 2025 and 2024, respectively)
$ 625,188 $ 543,231
General partner’s interest
11,332 9,547
Accumulated other comprehensive loss
( 4,001 ) ( 1,670 )
Total partners' capital
$ 632,519 $ 551,108
Total liabilities and partners' capital
$ 748,365 $ 772,907
The accompanying notes are an integral part of these consolidated financial statements.
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NATURAL RESOURCE PARTNERS L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Year Ended December 31,
(In thousands, except per unit data)
2025
2024
2023
Revenues and other income
Royalty and other mineral rights
$ 191,045 $ 234,149 $ 278,733
Transportation and processing services
11,295 10,878 14,923
Equity in earnings of Sisecam Wyoming
3,060 18,135 73,397
Gain on asset sales and disposals
1,882 4,845 2,956
Total revenues and other income
$ 207,282 $ 268,007 $ 370,009
Operating expenses
Operating and maintenance expenses
$ 23,854 $ 28,036 $ 32,315
Depreciation, depletion and amortization
14,955 15,535 18,489
General and administrative expenses
24,102 25,151 26,111
Asset impairments
20 87 556
Total operating expenses
$ 62,931 $ 68,809 $ 77,471
Income from operations
$ 144,351 $ 199,198 $ 292,538
Interest expense, net
$ ( 7,984 ) $ ( 15,554 ) $ ( 14,103 )
Net income
$ 136,367 $ 183,644 $ 278,435
Less: income attributable to preferred unitholders
— ( 4,248 ) ( 16,719 )
Less: redemption of preferred units
— ( 24,485 ) ( 60,929 )
Net income attributable to common unitholders and the general partner
$ 136,367 $ 154,911 $ 200,787
Net income attributable to common unitholders
$ 133,640 $ 151,813 $ 196,771
Net income attributable to the general partner
2,727 3,098 4,016
Net income per common unit (see Note 6)
Basic
$ 10.18 $ 11.69 $ 15.59
Diluted
10.04 11.35 13.08
Net income
$ 136,367 $ 183,644 $ 278,435
Comprehensive income (loss) from unconsolidated investment and other
( 2,331 ) 1,452 ( 21,839 )
Comprehensive income
$ 134,036 $ 185,096 $ 256,596
The accompanying notes are an integral part of these consolidated financial statements.
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NATURAL RESOURCE PARTNERS L.P.
CONSOLIDATED STATEMENTS OF PARTNERS ’ CAPITAL
Accumulated
Other
Total
Common Unitholders
General
Warrant
Comprehensive
Partners'
(In thousands)
Units
Amounts
Partner
Holders
Income (Loss)
Capital
Balance at December 31, 2022
12,506 $ 404,799 $ 5,977 $ 47,964 $ 18,717 $ 477,457
Net income (1)
— 272,866 5,569 — — 278,435
Redemption of preferred units
— ( 59,710 ) ( 1,219 ) — — ( 60,929 )
Distributions to common unitholders and the general partner
— ( 68,510 ) ( 1,398 ) — — ( 69,908 )
Distributions to preferred unitholders
— ( 21,628 ) ( 441 ) — — ( 22,069 )
Issuance of unit-based awards
129 — — — — —
Unit-based awards amortization and vesting, net
— 5,854 — — — 5,854
Capital contribution
— — 142 — — 142
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
12,635 $ 503,076 $ 8,005 $ 23,095 $ ( 3,122 ) $ 531,054
Net income (2)
— 179,971 3,673 — — 183,644
Redemption of preferred units
— ( 23,995 ) ( 490 ) — — ( 24,485 )
Distributions to common unitholders and the general partner
— ( 70,703 ) ( 1,443 ) — — ( 72,146 )
Distributions to preferred unitholders
— ( 6,270 ) ( 128 ) — — ( 6,398 )
Issuance of unit-based awards
126 — — — — —
Unit-based awards amortization and vesting, net
— 2,894 — — — 2,894
Capital contribution
— — 782 — — 782
Warrant settlements
288 ( 41,742 ) ( 852 ) ( 23,095 ) — ( 65,689 )
Comprehensive income from unconsolidated investment and other
— — — — 1,452 1,452
Balance at December 31, 2024
13,049 $ 543,231 $ 9,547 $ — $ ( 1,670 ) $ 551,108
Net income
— 133,640 2,727 — — 136,367
Distributions to common unitholders and the general partner
— ( 55,311 ) ( 1,129 ) — — ( 56,440 )
Issuance of unit-based awards
89 — — — — —
Unit-based awards amortization and vesting, net
— 3,628 — — — 3,628
Capital contribution
— — 187 — — 187
Comprehensive loss from unconsolidated investment and other
— — — — ( 2,331 ) ( 2,331 )
Balance at December 31, 2025
13,138 $ 625,188 $ 11,332 $ — $ ( 4,001 ) $ 632,519
(1)
Net income includes $16.7 million of income attributable to preferred unitholders that accumulated during the period, of which $16.4 million is allocated to the common unitholders and $0.3 million is allocated to the general partner.
(2)
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.
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NATURAL RESOURCE PARTNERS L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Year Ended December 31,
(In thousands)
2025
2024
2023
Cash flows from operating activities
Net income
$ 136,367 $ 183,644 $ 278,435
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization
14,955 15,535 18,489
Distributions from unconsolidated investment
7,840 38,781 81,478
Equity in earnings from unconsolidated investment
( 3,060 ) ( 18,135 ) ( 73,397 )
Gain on asset sales and disposals
( 1,882 ) ( 4,845 ) ( 2,956 )
Asset impairments
20 87 556
Bad debt expense
751 4,185 2,244
Unit-based compensation expense
11,118 11,309 10,910
Amortization of debt issuance costs and other
( 3,342 ) ( 1,509 ) 1,303
Change in operating assets and liabilities:
Accounts receivable
2,312 7,285 ( 164 )
Accounts payable
249 25 ( 1,108 )
Accrued liabilities
( 3,617 ) ( 2,088 ) ( 225 )
Accrued interest
( 233 ) ( 281 ) ( 406 )
Deferred revenue
4,575 17,200 ( 3,483 )
Other items, net
( 190 ) ( 2,700 ) ( 698 )
Net cash provided by operating activities
$ 165,863 $ 248,493 $ 310,978
Cash flows from investing activities
Proceeds from asset sales and disposals
$ 1,883 $ 4,846 $ 2,963
Return of long-term contract receivable
2,885 2,665 2,463
Capital expenditures
— — ( 10 )
Net cash provided by investing activities
$ 4,768 $ 7,511 $ 5,416
Cash flows from financing activities
Debt borrowings
$ 46,700 $ 167,850 $ 248,834
Debt repayments
( 155,831 ) ( 181,028 ) ( 262,396 )
Distributions to common unitholders and the general partner
( 56,440 ) ( 72,146 ) ( 69,908 )
Distributions to preferred unitholders
— ( 6,398 ) ( 22,069 )
Redemptions of preferred units
— ( 71,666 ) ( 178,334 )
Warrant settlements (See Note 4)
— ( 65,689 ) ( 56,089 )
Other items, net
( 5,363 ) ( 8,472 ) ( 3,534 )
Net cash used in financing activities
$ ( 170,934 ) $ ( 237,549 ) $ ( 343,496 )
Net increase (decrease) in cash and cash equivalents
$ ( 303 ) $ 18,455 $ ( 27,102 )
Cash and cash equivalents at beginning of period
30,444 11,989 39,091
Cash and cash equivalents at end of period
$ 30,141 $ 30,444 $ 11,989
Supplemental cash flow information:
Cash paid for interest
$ 8,025 $ 15,452 $ 13,856
The accompanying notes are an integral part of these consolidated financial statements.
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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Nature of Operations
Natural Resource Partners L.P. (the "Partnership"), a Delaware limited partnership, was formed in April 2002. The general partner of the Partnership is NRP (GP) LP ("NRP GP" or "general partner"), a Delaware limited partnership, whose general partner is GP Natural Resource Partners LLC ("managing general partner"), a Delaware limited liability company. The Partnership engages principally in the business of owning, managing and leasing a diversified portfolio of mineral properties in the United States, including interests in coal and other natural resources and owns a non-controlling 49 % interest in Sisecam Wyoming LLC ("Sisecam Wyoming"), a trona ore mining and soda ash production business. The Partnership is organized into two operating segments further described in Note 7. Segment Information . As used in these Notes to Consolidated Financial Statements, the terms "NRP," "we," "us" and "our" refer to Natural Resource Partners L.P. and its subsidiaries, unless otherwise stated or indicated by context.
The Partnership’s operations are conducted through, and its operating assets are owned by, its subsidiaries. The Partnership owns its subsidiaries through one wholly owned operating company, NRP (Operating) LLC ("Opco"). NRP GP has sole responsibility for conducting the Partnership's business and for managing its operations. Because NRP GP is a limited partnership, its general partner, GP Natural Resource Partners LLC, conducts its business and operations, and the board of directors and officers of GP Natural Resource Partners LLC makes decisions on its behalf. Robertson Coal Management LLC ("RCM"), a limited liability company indirectly owned by Corbin J. Robertson, Jr., owns all of the membership interest in GP Natural Resource Partners LLC. All members of the Board of Directors are appointed by RCM.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying Consolidated Financial Statements of the Partnership have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). The Consolidated Financial Statements include the accounts of Natural Resource Partners L.P. and its wholly owned subsidiaries. The Partnership has an equity investment in Sisecam Wyoming through which it is able to exercise significant influence over but does not control the investee and is not the primary beneficiary of the investee’s activities and is accounted for using the equity method. Intercompany transactions and balances have been eliminated.
Use of Estimates
Preparation of the accompanying financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities on the accompanying Consolidated Balance Sheets, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses on the accompanying Consolidated Statements of Comprehensive Income during the reporting period. Actual results could differ from those estimates. The most significant estimates pertain to coal and aggregates mineral rights and related cash flow estimates which are used to compute depreciation, depletion and amortization and impairments of coal and aggregates properties and related intangible assets and commitments and contingencies.
Fair Value
The Partnership discloses certain assets and liabilities using fair value as defined by authoritative guidance. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 12. Fair Value Measurements for further details.
There are three levels of inputs that may be used to measure fair value:
•
Level 1—Quoted prices in active markets for identical assets or liabilities.
•
Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial assets and liabilities whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
Cash and Cash Equivalents
The Partnership considers all highly liquid short-term investments with an original maturity of three months or less to be cash equivalents.
Allowance for Doubtful Accounts
The Partnership records an allowance for doubtful accounts for its accounts receivable and notes receivable comprised of estimated credit risk and non-credit risk (e.g., legal disputes) losses. Receivables are written off when collection efforts are exhausted and future recovery is doubtful. The Partnership includes an allowance for current expected credit losses ("CECL") on its financial assets based on the loss-rate method. NRP assesses the likelihood of collection of its receivables utilizing historical loss rates, current market conditions, industry and macroeconomic factors, reasonable and supportable forecasts and facts or circumstances of individual customers and properties. See Note 18. Credit Losses for more information. 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 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. The Partnership recorded bad debt expense of $ 0.8 million, $ 4.2 million and $ 2.2 million included in operating and maintenance expenses on its Consolidated Statements of Comprehensive Income for the year ended December 31, 2025, 2024 and 2023 , respectively.
Mineral Rights
Mineral rights owned and leased are recorded at its original cost of construction or, upon acquisition, at fair value of the assets acquired. Coal and aggregates mineral rights are depleted on a unit-of-production basis by lease, based upon minerals mined in relation to the net cost of the mineral properties and estimated economic tonnage therein.
Intangible Assets
The Partnership’s intangible assets consist of mineral royalty and transportation contracts that at acquisition were more favorable for the Partnership than prevailing market rates, known as above-market contracts. The estimated fair value of the above-market rate contracts are determined based on the present value of future cash flow projections related to the underlying assets acquired. Intangible assets are amortized on a unit-of-production basis by asset based upon minerals mined or transported in relation to the net book value of the intangible asset and estimated economic tonnage expected to be mined or transported during the above-market contract term.
Asset Impairment
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 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. 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.
The Partnership evaluates its equity investment for impairment when events or changes in circumstances indicate, in management’s judgment, that the carrying value of such investment may have experienced an other-than-temporary decline in value. When evidence of loss in value has occurred, management compares the estimated fair value of the investment to the carrying value of the investment to determine whether potential impairment has occurred. If the estimated fair value is less than the carrying value and management considers the decline in value to be other than temporary, the excess of the carrying value over the estimated fair value is recognized in the financial statements as an impairment loss. The fair value of the impaired investment is based on quoted market prices (Level 1 ), or upon the present value of expected cash flows using discount rates believed to be consistent with those used by principal market participants (Level 3 ), plus market analysis of comparable assets owned by the investee, if appropriate (Level 3 ).
Accrued Liabilities
Included in accrued liabilities on the Partnership's Consolidated Balance Sheets at December 31, 2025 were $ 7.6 million of accrued employee costs and $ 3.3 million of accrued property taxes. These amounts were $ 8.9 million and $ 3.2 million of accrued employee costs and accrued property taxes, respectively, at December 31, 2024 .
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Revenue Recognition
Mineral Rights Segment Revenues
Royalty-based leases. Approximately two -thirds of the Partnership's royalty-based leases have initial terms of five to 40 years, with substantially all lessees having the option to extend the lease for additional terms. For these types of leases, the lessees generally make payments to NRP based on the greater of a percentage of the gross sales price or a fixed price per ton of mineral mined and sold. Most of NRP’s coal and aggregates royalty leases require the lessee to pay quarterly or annual minimum amounts, either made in advance or arrears, which are generally recoupable through actual royalty production over certain time periods that generally range from three to five years.
The Partnership has defined its coal and aggregates royalty lease performance obligation as providing the lessee the right to mine and sell its coal or aggregates over the lease term. NRP then evaluated the likelihood that consideration it expected to receive from its lessees resulting from production would exceed consideration expected to be received from minimum payments over the lease term.
As a result of this evaluation, revenue recognition from the Partnership's royalty-based leases is based on either production or minimum payments as follows:
•
Production Leases : Leases for which the Partnership expects that consideration from production will be greater than consideration from minimums over the lease term. Revenue for these leases is recognized over time based on production as royalty revenues, as applicable. Deferred revenue from minimums is recognized as royalty revenues when recoupment occurs or as production lease minimum revenues when the recoupment period expires. In addition, NRP recognizes breakage revenue from minimums when NRP determines that recoupment is remote. This breakage revenue is included in production lease minimum revenues.
•
Minimum Leases : 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 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.
Oil and gas related revenues consist of revenues from royalties and overriding royalties and are recognized on the basis of volume of hydrocarbons sold by lessees and the corresponding revenues from those sales. 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 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. Revenues related to consideration for carbon neutral activities that are recognized at a point in time upon satisfaction of NRP's performance obligation.
Wheelage revenues. Revenues related to fees collected per ton to transport foreign coal across property owned by the Partnership that is recognized over time as transportation across the property occurs.
Other revenues. Other revenues consist primarily of rental payments and surface damage fees related to certain land owned by the Partnership and are recognized straight-line over time as it is earned. Other revenues also include property tax revenues. The majority of property taxes paid on the Partnership's properties are reimbursable by the lessee and are recognized on a gross basis over time which reflects the reimbursement of property taxes by the lessee. Property taxes paid by NRP are included in operating and maintenance expenses on the Partnership's Consolidated Statements of Comprehensive Income.
Transportation and processing services revenues. The Partnership owns transportation and processing infrastructure that is leased to third parties for throughput fees. Revenue is recognized over time based on the coal tons transported over the beltlines or processed through the facilities.
Contract Modifications
Contract modifications that impact goods or services or the transaction price are evaluated in accordance with Accounting Standards Codification 606. A majority of the Partnership's contract modifications pertain to its coal and aggregates royalty contracts and include, but are not limited to, extending the lease term, changes to royalty rates, floor prices or minimum consideration, assignment of the contract or forfeiture of recoupment rights. Consideration received in conjunction with a modification of an ongoing lease will be deferred and recognized straight-line over the remaining term of the contract. Consideration received to assign a lease to another party and related forfeited minimums will be recognized immediately upon the termination of the contract. Fees from contract modifications are recognized in lease amendment revenues within royalty and other mineral rights revenues on the Consolidated Statements of Comprehensive Income while modifications in royalty rates and minimums will be recognized prospectively in accordance with the above lease classification.
Contract Assets and Liabilities from Contracts with Customers
Contract assets include receivables from contracts with customers and are recorded when the right to consideration becomes unconditional. Receivables are recognized when the minimums are contractually owed, production occurs or minimums are accrued for based on the passage of time.
Contract liabilities represent minimum consideration received, contractually owed or earned based on the passage of time. The current portion of deferred revenue relates to deferred revenue on minimum leases and lease amendment fees that are to be recognized as revenue on a straight-line basis over the next twelve months. The long-term portion of deferred revenue relates to deferred revenue on production leases and lease amendment fees that are to be recognized as revenue on a straight-line basis beyond the next twelve months. Due to uncertainty in the amount of deferred revenue that will be recouped and recognized as coal royalty revenues from its production leases over the next twelve months, the Partnership is unable to estimate the current portion of deferred revenue.
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Equity in Earnings of Sisecam Wyoming
The Partnership accounts for non-marketable equity investments using the equity method of accounting if the investment gives it the ability to exercise significant influence over, but not control of, an investee. The Partnership's 49 % investment in Sisecam Wyoming is accounted for using this method. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and the proportionate share of earnings or losses and distributions. The basis difference between the investment and the proportional share of investee's net assets is attributed to net tangible assets and is amortized over its estimated useful life. The carrying value in Sisecam Wyoming is recognized in equity in unconsolidated investment on the Partnership's Consolidated Balance Sheets. The Partnership's adjusted share of the earnings or losses of Sisecam Wyoming and amortization of the basis difference is recognized in equity in earnings of Sisecam Wyoming on the Consolidated Statements of Comprehensive Income. The Partnership decreases its investment for its proportional share of distributions received from Sisecam Wyoming. These cash flows are reported utilizing the cumulative earnings approach. Under this approach, distributions received are considered returns on investment and classified as operating cash inflows unless the cumulative distributions received exceed the Partnership's cumulative equity in earnings. The excess of cumulative distributions received over the Partnership's cumulative equity in earnings are considered returns of investment and classified as investing cash inflows.
Property Taxes
The Partnership is responsible for paying property taxes on the properties it owns. Typically, the lessees are contractually responsible for reimbursing the Partnership for property taxes on the leased properties. The payment of and reimbursement of property taxes is included in operating and maintenance expenses and in royalty and other mineral rights revenues, respectively, on the Consolidated Statements of Comprehensive Income.
Unit-Based Compensation
The Partnership has awarded unit-based compensation in the form of equity-based awards and phantom units. 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. 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. Unit-based compensation expense for all awards is recognized in general and administrative expenses and operating and maintenance expenses on the Consolidated Statements of Comprehensive Income. See Note 16. Unit-Based Compensation for more information.
Deferred Financing Costs
Deferred financing costs consist of legal and other costs related to the issuance of the Partnership’s debt. These costs are amortized over the term of the respective line-of-credit or debt arrangements. 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 debt, net or long-term debt, net on the Partnership's Consolidated Balance Sheets.
Income Taxes
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. Net income for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities. 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 Issued Accounting Standard
In November 2024, the FASB issued ASU 2024 - 03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures ("ASU 2024 - 03" ). ASU 2024 - 03 is intended to improve disclosures about a public business entity's expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The guidance is effective for annual periods beginning after December 15, 2026 and quarterly periods beginning after December 31, 2027 and can be adopted prospectively to financial statements issued for reporting periods after the effective date or retrospectively to all prior periods presented in the financial statements. NRP is currently evaluating the potential impact of this guidance on its Consolidated Financial Statements.
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3. Revenues from Contracts with Customers
The following table represents the Partnership's Mineral Rights segment revenues from contracts with customers by major source:
For the Year Ended December 31,
(In thousands)
2025
2024
2023
Coal royalty revenues
$ 133,512 $ 159,033 $ 218,011
Production lease minimum revenues
5,010 4,365 3,322
Minimum lease straight-line revenues
16,576 16,530 19,389
Oil and gas royalty revenues
7,622 8,566 7,387
Carbon neutral revenues
1,454 15,703 2,969
Property tax revenues
6,807 7,100 6,219
Wheelage revenues
8,361 9,324 12,191
Coal overriding royalty revenues
2,159 2,358 2,175
Lease amendment revenues
4,854 3,724 3,070
Aggregates royalty revenues
3,706 2,904 2,876
Other revenues
984 2,744 1,124
Royalty and other mineral rights revenues
$ 191,045 $ 232,351 $ 278,733
Transportation and processing services revenues
9,237 8,597 12,411
Total Mineral Rights segment revenues from contracts with customers
$ 200,282 $ 240,948 $ 291,144
The following table details the Partnership's Mineral Rights segment contract assets and liabilities resulting from contracts with customers:
December 31,
(In thousands)
2025
2024
Receivables
Accounts receivable, net
$ 24,372 $ 27,358
Other current assets, net
84 —
Other long-term assets, net
5,281 2,352
Contract liabilities
Accounts payable
$ 211 $ 125
Current portion of deferred revenue
6,663 4,341
Deferred revenue
58,067 55,814
The following table shows the activity related to the Partnership's Mineral Rights segment deferred revenue resulting from contracts with customers:
For the Year Ended December 31,
(In thousands)
2025
2024
2023
Balance at beginning of period (current and non-current)
$ 60,155 $ 42,955 $ 46,437
Increase due to minimums and lease amendment fees
25,872 32,960 17,526
Recognition of previously deferred revenue
( 21,297 ) ( 15,760 ) ( 21,008 )
Balance at end of period (current and non-current)
$ 64,730 $ 60,155 $ 42,955
The Partnership's non-cancelable annual minimum payments due under the lease terms of its coal and aggregates royalty contracts with customers are as follows as of December 31, 2025 (in thousands):
Lease Term (1)
Weighted Average Remaining Years
Annual Minimum Payments
0 - 5 years
2.2 $ 12,290
5 - 10 years
6.4 14,761
10+ years
10.2 26,609
Total
7.3 $ 53,660
( 1 )
Lease term does not include renewal periods.
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4. Class A Convertible Preferred Units and Warrants
On March 2, 2017, NRP issued $ 250 million of Class A Convertible Preferred Units representing limited partner interests in NRP (the "preferred units") to certain entities controlled by funds affiliated with The Blackstone Group Inc. (collectively referred to as "Blackstone") and certain affiliates of GoldenTree Asset Management LP (collectively referred to as "GoldenTree") (together the "preferred purchasers") pursuant to a Preferred Unit and Warrant Purchase Agreement. 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. 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 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. Upon exercise of the warrants, NRP may have, at its option, elected to settle the warrants in common units or cash, each on a net basis. However, in 2024 all remaining warrants were settled and none of the Partnership's warrants remain outstanding.
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, 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.
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5. Common and Preferred Unit Distributions
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 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 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:
Common Units
Preferred Units
Total
Total
Distribution
Distribution (1)
Distribution
Distribution
Month Paid
Period Covered by Distribution
per Unit
(In thousands)
per Unit
(In thousands)
2025
February
October 1 - December 31, 2024
$ 0.75 $ 10,055 $ — $ —
March (2)
Special Distribution
1.21 16,221 — —
May
January 1 - March 31, 2025
0.75 10,055 — —
August
April 1 - June 30, 2025
0.75 10,055 — —
November
July 1 - September 30, 2025
0.75 10,054 — —
2024
February
October 1 - December 31, 2023
$ 0.75 $ 9,918 $ 30.00 $ 2,150
March (3)
Special Distribution
2.44 32,268 — —
May
January 1 - March 31, 2024
0.75 9,987 30.00 2,150
May (4)
April 1 - May 8, 2024
— — 12.33 493
August
April 1 - June 30, 2024
0.75 9,986 30.00 950
September (5)
July 1 - September 3, 2024
— — 20.68 655
November
July 1 - September 30, 2024
0.75 9,987 — —
2023
February
October 1 - December 31, 2022
$ 0.75 $ 9,571 $ 30.00 $ 7,500
February (6)
January 1 - February 8, 2023
— — 12.33 586
March (7)
Special Distribution
2.43 31,329 — —
May
January 1 - March 31, 2023
0.75 9,669 30.00 6,075
May (8)
April 1 - May 5, 2023
— — 11.33 406
June (9)
April 1 - June 2, 2023
— — 20.33 915
August
April 1 - June 30, 2023
0.75 9,669 30.00 3,650
August (10)
June 30 - August 8, 2023
— — 12.33 432
September (11)
June 30 - September 12, 2023
— — 23.67 355
November
July 1 - September 30, 2023
0.75 9,670 30.00 2,150
( 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.
( 5 ) Relates to accrued distribution paid upon the redemption of 31,666 preferred units in September 2024.
( 6 )
Relates to accrued distribution paid upon the redemption of 47,499 preferred units in February 2023.
( 7 )
Special distribution was made to help cover unitholder tax liabilities associated with owning NRP's common units during 2022.
( 8 )
Relates to accrued distribution paid upon the redemption of 35,834 preferred units in May 2023.
( 9 )
Relates to accrued distribution paid upon the redemption of 45,000 preferred units in June 2023.
( 10 )
Relates to accrued distribution paid upon the redemption of 35,000 preferred units in August 2023.
( 11 )
Relates to accrued distribution paid upon the redemption of 15,001 preferred units in September 2023.
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6. Net Income Per Common Unit
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:
For the Year Ended December 31,
(In thousands, except per unit data)
2025
2024
2023
Basic net income per common unit
Net income attributable to common unitholders
$ 133,640 $ 151,813 $ 196,771
Weighted average common units—basic
13,128 12,991 12,619
Basic net income per common unit
$ 10.18 $ 11.69 $ 15.59
Diluted net income per common unit
Weighted average common units—basic
13,128 12,991 12,619
Plus: dilutive effect of preferred units
— 281 2,059
Plus: dilutive effect of warrants
— 139 1,202
Plus: dilutive effect of unvested unit-based awards
183 236 216
Weighted average common units—diluted
13,311 13,647 16,096
Net income
$ 136,367 $ 183,644 $ 278,435
Less: income attributable to preferred unitholders
— ( 1,148 ) ( 2,694 )
Less: redemption of preferred units
— ( 24,485 ) ( 60,929 )
Diluted net income attributable to common unitholders and the general partner
$ 136,367 $ 158,011 $ 214,812
Less: diluted net income attributable to the general partner
( 2,727 ) ( 3,160 ) ( 4,296 )
Diluted net income attributable to common unitholders
$ 133,640 $ 154,851 $ 210,516
Diluted net income per common unit
$ 10.04 $ 11.35 $ 13.08
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7. Segment Information
The Partnership's segments are strategic business units that offer distinct products and services to different customers in different geographies within the U.S. and that are managed accordingly. NRP has the following two operating segments:
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. These allocated costs generally include salaries and benefits, insurance, property taxes, legal, royalty, information technology and shared facilities services and are included in operating and maintenance expenses on the Partnership's Consolidated Statements of Comprehensive Income.
Corporate and Financing includes functional corporate departments that do not earn revenues. Costs incurred by these departments include interest and financing, corporate headquarters and overhead, centralized treasury, legal and accounting and other corporate-level activity not specifically allocated to a segment and are included in general and administrative expenses on the Partnership's Consolidated Statements of Comprehensive Income.
NRP’s Chief Operating Decision Makers (“CODM”) are its Chief Executive Officer and President and Chief Operating Officer. Together, they evaluate the Partnership’s performance monthly through a review of the segments’ net income and free cash flow as compared to budget and utilize this information to assess the segments’ performance and allocate resources. NRP does not conduct operations on any of its assets or directly engage in any type of industrial activity. Instead, it leases its mineral and other rights to companies that conduct operations on its properties in exchange for paying royalties and other fees to the Partnership. Operating expenses, capital costs and other liabilities arising out of production activities are borne entirely by NRP's lessees. In the case of its soda ash investment, operations are managed by NRP's partner, Sisecam Chemicals Wyoming LLC. 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. Typically, NRP's lessees are contractually responsible for reimbursing the Partnership for property taxes on the leased properties and this reimbursement amount is included within the Mineral Rights segment revenues. Reclassifications have been made to prior year amounts to conform with current year presentation.
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The following table summarizes certain financial information for each of the Partnership's business segments:
Operating Segments
(In thousands)
Mineral Rights
Soda Ash
Total Operating Segments
Corporate and Financing
Total
For the Year Ended December 31, 2025
Revenues
$ 202,340 $ — $ 202,340 $ — $ 202,340
Equity in earnings of Sisecam Wyoming
— 3,060 3,060 — 3,060
Gain on asset sales and disposals
1,882 — 1,882 — 1,882
Total revenues and other income
$ 204,222 $ 3,060 $ 207,282 $ — $ 207,282
Less:
Compensation (salaries, benefits and bonus)
$ 6,949 $ — $ 6,949 $ 7,711 $ 14,660
Long-term incentive compensation (1)
1,888 — 1,888 9,327 11,215
Property taxes
7,235 — 7,235 — 7,235
Depreciation, depletion and amortization
14,937 — 14,937 18 14,955
Asset impairments
20 — 20 — 20
Interest expense, net (2)
— — — 7,984 7,984
Other segment items (3)
7,627 155 7,782 7,064 14,846
Net income (loss)
$ 165,566 $ 2,905 $ 168,471 $ ( 32,104 ) $ 136,367
As of December 31, 2025
Total assets
$ 492,672 $ 250,244 $ 742,916 $ 5,449 $ 748,365
For the Year Ended December 31, 2024
Revenues
$ 245,027 $ — $ 245,027 $ — $ 245,027
Equity in earnings of Sisecam Wyoming
— 18,135 18,135 — 18,135
Gain on asset sales and disposals
4,845 — 4,845 — 4,845
Total revenues and other income
$ 249,872 $ 18,135 $ 268,007 $ — $ 268,007
Less:
Compensation (salaries, benefits and bonus)
$ 7,948 $ — $ 7,948 $ 8,570 $ 16,518
Long-term incentive compensation (4)
1,785 — 1,785 9,466 11,251
Property taxes
7,704 — 7,704 — 7,704
Depreciation, depletion and amortization
15,517 — 15,517 18 15,535
Asset impairments
87 — 87 — 87
Interest expense, net (2)
— — — 15,554 15,554
Other segment items (3)
10,428 171 10,599 7,115 17,714
Net income (loss)
$ 206,403 $ 17,964 $ 224,367 $ ( 40,723 ) $ 183,644
As of December 31, 2024
Total assets
$ 509,127 $ 257,355 $ 766,482 $ 6,425 $ 772,907
For the Year Ended December 31, 2023
Revenues
$ 293,656 $ — $ 293,656 $ — $ 293,656
Equity in earnings of Sisecam Wyoming
— 73,397 73,397 — 73,397
Gain on asset sales and disposals
2,956 — 2,956 — 2,956
Total revenues and other income
$ 296,612 $ 73,397 $ 370,009 $ — $ 370,009
Less:
Compensation (salaries, benefits and bonus)
$ 8,382 $ — $ 8,382 $ 10,204 $ 18,586
Long-term incentive compensation (5)
2,022 — 2,022 8,711 10,733
Property taxes
6,758 — 6,758 — 6,758
Depreciation, depletion and amortization
18,471 — 18,471 18 18,489
Asset impairments
556 — 556 — 556
Interest expense, net (2)
— — — 14,103 14,103
Other segment items (3)
14,896 257 15,153 7,196 22,349
Net income (loss)
$ 245,527 $ 73,140 $ 318,667 $ ( 40,232 ) $ 278,435
( 1 )
Long-term incentive compensation for the year ended December 31, 2025 includes ( 1 ) Mineral Rights segment: $ 1.3 million of equity compensation and $ 0.6 million 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.
( 3 )
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, 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 business segment primarily include: insurance, legal, information technology, shared facility services, rent and professional fees.
( 4 ) Long-term incentive compensation for the year ended December 31, 2024 includes ( 1 ) Mineral Rights segment: $ 1.4 million of equity compensation and $ 0.4 million of cash compensation; ( 2 ) Corporate & Financing business segment: $ 9.1 million of equity compensation and $ 0.4 million of cash compensation.
( 5 ) Long-term incentive compensation for the year ended December 31, 2023 includes ( 1 ) Mineral Rights segment: $ 1.4 million of equity compensation and $ 0.6 million of cash compensation; ( 2 ) Corporate & Financing business segment: $ 8.4 million of equity compensation and $ 0.3 million of cash compensation.
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8. Equity Investment
The Partnership accounts for its 49 % investment in Sisecam Wyoming using the equity method of accounting. Activity related to this investment is as follows:
For the Year Ended December 31,
(In thousands)
2025
2024
2023
Balance at beginning of period
$ 257,355 $ 276,549 $ 306,470
Income allocation to NRP’s equity interests (1)
7,492 22,800 78,179
Amortization of basis difference
( 4,432 ) ( 4,665 ) ( 4,783 )
Other comprehensive income (loss)
( 2,331 ) 1,452 ( 21,839 )
Distributions
( 7,840 ) ( 38,781 ) ( 81,478 )
Balance at end of period
$ 250,244 $ 257,355 $ 276,549
( 1 )
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. The excess basis difference that relates to property, plant and equipment is being amortized into income using the straight-line method over 27 years. The excess basis difference that relates to right to mine assets is being amortized into income using the units of production method.
The following table represents summarized financial information for Sisecam Wyoming as derived from their respective financial statements for the years ended December 31, 2025, 2024 and 2023 :
For the Year Ended December 31,
(In thousands)
2025
2024
2023
Net sales
$ 529,382 $ 578,106 $ 773,590
Gross profit
44,344 76,820 187,929
Net income
15,290 46,530 159,549
The financial position of Sisecam Wyoming is summarized as follows:
December 31,
(In thousands)
2025
2024
Current assets
$ 232,978 $ 247,937
Noncurrent assets
283,527 277,471
Current liabilities
194,078 78,135
Noncurrent liabilities
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.
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9. Mineral Rights, Net
The Partnership’s mineral rights consist of the following:
December 31,
2025
2024
(In thousands)
Carrying Value
Accumulated Depletion
Net Book Value
Carrying Value
Accumulated Depletion
Net Book Value
Coal properties
$ 653,808 $ ( 304,412 ) $ 349,396 $ 660,961 $ ( 299,404 ) $ 361,557
Aggregates properties
8,655 ( 4,364 ) 4,291 8,655 ( 4,065 ) 4,590
Oil and gas royalty properties
12,354 ( 10,584 ) 1,770 12,354 ( 10,394 ) 1,960
Other
13,142 ( 1,612 ) 11,530 13,143 ( 1,612 ) 11,531
Total mineral rights, net
$ 687,959 $ ( 320,972 ) $ 366,987 $ 695,113 $ ( 315,475 ) $ 379,638
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, 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.
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10. Intangible Assets, Net
The Partnership's intangible assets consist of above-market coal royalty and related transportation contracts with subsidiaries of Foresight Energy Resources LLC ("Foresight") pursuant to which the Partnership receives royalty payments for coal sales and throughput fees for the transportation and processing of coal. The Partnership's intangible assets included on its Consolidated Balance Sheets are as follows:
December 31,
(In thousands)
2025
2024
Intangible assets at cost
$ 51,353 $ 51,353
Less: accumulated amortization
( 39,445 ) ( 38,429 )
Total intangible assets, net
$ 11,908 $ 12,924
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.
(In thousands)
Estimated Amortization Expense
2026
$ 3,818
2027
4,663
2028
625
2029
1,745
2030
—
11. Debt, Net
The Partnership's debt consists of the following:
December 31,
(In thousands)
2025
2024
Opco Credit Facility
$ 18,884 $ 113,684
Opco Senior Notes
5.03 % with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026
$ 11,420 $ 22,841
5.18 % with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026
2,911 5,822
Total Opco Senior Notes
$ 14,331 $ 28,663
Total debt at face value
$ 33,215 $ 142,347
Net unamortized debt issuance costs
( 133 ) ( 279 )
Total debt, net
$ 33,082 $ 142,068
Less: current portion of debt
( 14,198 ) ( 14,192 )
Total long-term debt, net
$ 18,884 $ 127,876
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Opco Debt
All of Opco’s debt is guaranteed by its wholly owned subsidiaries and is secured by certain of the assets of Opco and its wholly owned subsidiaries, other than BRP LLC and NRP Trona LLC. As of December 31, 2025 and 2024 , Opco was in compliance with the terms of the financial covenants contained in its debt agreements.
Opco Credit Facility
In May 2023, the Partnership entered into the Sixth Amendment (the "Sixth Amendment") to the Opco Credit Facility (the "Opco Credit Facility"). The Sixth Amendment extended the term of the Opco Credit Facility until August 2027. Lender commitments under the Opco Credit Facility increased from $ 130.0 million to $ 155.0 million, with the ability to expand such commitments to $ 200.0 million with the addition of future commitments. In February 2024, the Partnership exercised its option under the Opco Credit Facility to increase the total aggregate commitment under the Opco Credit Facility twice, initially by $ 30.0 million from $ 155.0 million to $ 185.0 million and subsequently by $ 15.0 million from $ 185.0 million to $ 200.0 million. These increases in the total aggregate commitment were made pursuant to an accordion feature of the Opco Credit Facility. In connection with the initial increase, a new lender joined the lending group with a commitment of $ 30.0 million. In October 2024, NRP entered into the Seventh Amendment to the Opco Credit Facility which extended the maturity from August 2027 to October 2029. The Seventh Amendment also removed reference to the preferred units and warrants, which are no longer outstanding, and includes modifications to Opco's ability to declare and make certain restricted payments.
Indebtedness under the Opco Credit Facility bears interest, at Opco's option, at:
•
the higher of (i) the prime rate as announced by the agent bank; (ii) the federal funds rate plus 0.50%; or (iii) SOFR plus 1 %, in each case plus an applicable margin ranging from 2.50 % to 3.50%; or
•
a rate equal to SOFR plus an applicable margin ranging from 3.50 % to 4.50 %.
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 . 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. Opco may prepay all amounts outstanding under the Opco Credit Facility at any time without penalty.
The Opco Credit Facility contains financial covenants requiring Opco to maintain:
•
A leverage ratio of consolidated indebtedness to EBITDDA (as defined in the Opco Credit Facility) not to exceed 3.0x. As of December 31, 2025, this rati o was 0.2x; a nd
•
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. As of December 31, 2025, this ratio was 18.6x.
The Opco Credit Facility contains certain additional customary negative covenants that, among other items, restrict Opco’s ability to incur additional debt, grant liens on its assets, make investments, sell assets and engage in business combinations. Included in the investment covenant are restrictions upon Opco’s ability to acquire assets where Opco does not maintain certain levels of liquidity. In addition, Opco is required to use 75 % of the net cash proceeds of certain non-ordinary course asset sales to repay the Opco Credit Facility (without any corresponding commitment reduction) and use the remaining 25 % of the net cash proceeds to offer to repay its Senior Notes on a pro-rata basis, as described below under “—Opco Senior Notes.” The Opco Credit Facility also contains customary events of default, including cross-defaults under Opco’s Senior Notes.
The Opco Credit Facility is collateralized and secured by liens on certain of Opco’s assets with carrying values o f $ 290.6 million and $ 302.8 million classified as mineral rights, net and other long-term assets, net and $ 20.4 million and $ 23.5 million classified as long-term contract receivable, net on the Partnership’s Consolidated Balance Sheets as of December 31, 2025 and 2024 , respectively. The collateral includes ( 1 ) the equity interests in all of Opco’s wholly owned subsidiaries, other than BRP LLC and NRP Trona LLC (which owns a 49 % non-controlling equity interest in Sisecam Wyoming), ( 2 ) the personal property and fixtures owned by Opco’s wholly owned subsidiaries, other than BRP LLC and NRP Trona LLC, ( 3 ) Opco’s material coal royalty revenue producing properties, and ( 4 ) certain of Opco’s coal-related infrastructure assets, including its long-term contract receivable as described in Note 17. Financing Transaction .
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Opco Senior Notes
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 $ 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:
•
maintain a ratio of consolidated indebtedness to consolidated EBITDDA (as defined in the note purchase agreement) of no more than 4.0 to 1.0 for the four most recent quarters;
•
not permit debt secured by certain liens and debt of subsidiaries to exceed 10 % of consolidated net tangible assets (as defined in the note purchase agreement); and
•
maintain the ratio of consolidated EBITDDA (as defined in the note purchase agreement) to consolidated fixed charges (consisting of consolidated interest expense and consolidated operating lease expense) at not less than 3.5 to 1.0.
In addition, the Note Purchase Agreements include a covenant that provides that, in the event Opco or any of its subsidiaries is subject to any additional or more restrictive covenants under the agreements governing its material indebtedness (including the Opco Credit Facility and all renewals, amendments or restatements thereof), such covenants shall be deemed to be incorporated by reference in the Note Purchase Agreements and the holders of the Notes shall receive the benefit of such additional or more restrictive covenants to the same extent as the lenders under such material indebtedness agreement.
In September 2016, Opco amended the Opco Senior Notes. Under this amendment, Opco agreed to use certain asset sale proceeds to make mandatory prepayment offers to the holders of the Opco Senior Notes using an amount of net cash proceeds from certain asset sales that will be calculated pro-rata based on the amount of Opco Senior Notes then outstanding compared to the other total Opco senior debt outstanding that is being prepaid.
The mandatory prepayment offers described above will be made pro-rata across each series of outstanding Opco Senior Notes and will not require any make-whole payment by Opco. In addition, the remaining principal and interest payments on the Opco Senior Notes will be adjusted accordingly based on the amount of Opco Senior Notes actually prepaid. The prepayments do not affect the maturity dates of any series of the Opco Senior Notes.
Consolidated Principal Payments
The consolidated principal payments due are set forth below:
(In thousands)
Opco Senior Notes
Opco Credit Facility
Total
2026
$ 14,331 $ — $ 14,331
2027
— — —
2028
— — —
2029
— 18,884 18,884
2030
— — —
Thereafter
— — —
$ 14,331 $ 18,884 $ 33,215
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12. Fair Value Measurements
Fair Value of Financial Assets and Liabilities
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:
December 31,
2025
2024
Carrying
Estimated
Carrying
Estimated
(In thousands)
Fair Value Hierarchy Level
Value
Fair Value
Value
Fair Value
Assets:
Contract receivable, net (current and long-term) (1)
3 $ 23,480 $ 20,792 $ 26,321 $ 22,776
Debt:
Opco Senior Notes (2)
3 $ 14,198 $ 14,018 $ 28,384 $ 27,498
Opco Credit Facility (3)
3 18,884 18,884 113,684 113,684
( 1 )
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 .
( 2 )
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.
( 3 )
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.
Fair Value of Non-Financial Assets
The Partnership discloses or recognizes its non-financial assets, such as impairments of coal and aggregates properties at fair value on a nonrecurring basis. Refer to Note 9. Mineral Rights, Net for additional information.
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13. Related Party Transactions
Affiliates of our General Partner
The Partnership’s general partner does not receive any management fee or other compensation for its management of NRP. However, in accordance with the partnership agreement, the general partner and its affiliates are reimbursed for services provided to the Partnership and for expenses incurred on the Partnership’s behalf. Employees of Quintana Minerals Corporation ("QMC") and Western Pocahontas Properties Limited Partnership ("WPPLP"), affiliates of the Partnership, provide their services to manage the Partnership's business. QMC and WPPLP charge the Partnership the portion of their employee salary and benefits costs related to their employee services provided to NRP. These QMC and WPPLP employee management service costs are presented as operating and maintenance expenses and general and administrative expenses on the Partnership's Consolidated Statements of Comprehensive Income. NRP also reimburses overhead costs incurred by its affiliates, and other related parties, to manage the Partnership's business. These overhead costs include certain rent, information technology, administration of employee benefits and other corporate services incurred by or on behalf of the Partnership’s general partner and its affiliates and are presented as operating and maintenance expenses and general and administrative expenses on the Partnership's Consolidated Statements of Comprehensive Income.
Related party general and administrative expenses included on the Partnership's Consolidated Statement of Comprehensive Income are as follows:
For the Year Ended December 31,
(In thousands)
2025
2024
2023
Operating and maintenance expenses
$ 6,358 $ 7,106 $ 6,747
General and administrative expenses
5,489 5,420 5,408
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. See Note 19. 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.
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14. Major Customers
Revenues from customers that exceeded 10 percent of total revenues for any of the periods presented below are as follows:
For the Year Ended December 31,
2025
2024
2023
(In thousands)
Revenues
Percent
Revenues
Percent
Revenues
Percent
Alpha Metallurgical Resources, Inc. (1)
$ 52,861 26 % $ 67,714 28 % $ 86,118 23 %
Foresight (1)
$ 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 %
( 1 )
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.
( 2 )
Alabama Kanu purchased Hatfield Metallurgical Holdings, LLC in August 2024.
15. Commitments and Contingencies
Legal
NRP is involved, from time to time, in various legal proceedings arising in the ordinary course of business. While the ultimate results of these proceedings cannot be predicted with certainty, Partnership management believes these ordinary course matters will not have a material effect on the Partnership’s financial position, liquidity or operations.
Environmental Compliance
The operations the Partnership’s lessees conduct on its properties, as well as the industrial minerals, aggregates and oil and gas operations in which the Partnership has interests, are subject to federal and state environmental laws and regulations. See " Items 1. and 2. Business and Properties—Regulation and Environmental Matters ." As an owner of surface interests in some properties, the Partnership may be liable for certain environmental conditions occurring on the surface properties. The terms of substantially all of the Partnership’s coal leases require the lessee to comply with all applicable laws and regulations, including environmental laws and regulations. Lessees post reclamation bonds assuring that reclamation will be completed as required by the relevant permit, and substantially all of the leases require the lessee to indemnify the Partnership against, among other things, environmental liabilities. Some of these indemnifications survive the termination of the lease. The Partnership makes regular visits to the mines to ensure compliance with lease terms, but the duty to comply with all regulations rests with the lessees. The Partnership believes that its lessees will be able to comply with existing regulations and does not expect that any lessee’s failure to comply with environmental laws and regulations will have a material impact on the Partnership’s financial condition or results of operations. The Partnership has neither incurred, nor is aware of, any material environmental charges imposed on the Partnership related to its properties for the period ended December 31, 2025 . The Partnership is not associated with any material environmental contamination that may require remediation costs. However, the Partnership’s lessees are required to conduct reclamation work on the properties under lease to them. Because the Partnership is not the permittee of the mines being reclaimed, the Partnership is not responsible for the costs associated with these reclamation operations.
As a former owner of the working interests in oil and natural gas operations, the Partnership is responsible for its proportionate share of any losses and liabilities, including environmental liabilities, arising from uninsured and underinsured events during the period it was an owner.
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16. Unit-Based Compensation
2017 Long-Term Incentive Plan
In December 2017, the Natural Resource Partners 2017 Long-Term Incentive Plan (the “2017 Plan”) was approved and it became effective in January 2018. The 2017 Plan authorizes a total of 1,600,000 common units that are available for delivery by the Partnership pursuant to awards under the plan. The initial number of common units authorized for issuance pursuant to awards under the plan was 800,000 and in March 2022, an additional 800,000 units were authorized for issuance. The term is 10 years from the date of approval of the Board of Directors or, if earlier, the date the 2017 Plan is terminated by the Board of Directors or the committee appointed by the Board of Directors to administer the 2017 Plan, or the date all available common units available have been delivered. Common units delivered pursuant to the 2017 Plan will consist, in whole or part, of (i) common units acquired in the open market, (ii) common units acquired from the Partnership (including newly issued units), any of our affiliates or any other person or (iii) any combination of the foregoing.
Employees, consultants and non-employee directors of the Partnership, the general partner, GP LLC and their affiliates are generally eligible to receive awards under the 2017 Plan. The 2017 Plan provides for the issuance of a variety of equity-based grants, including grants of (i) options, (ii) unit appreciation rights, (iii) restricted units, (iv) phantom units, (v) cash awards, (vi) performance awards, (vii) distribution equivalent rights, and (viii) other unit-based awards. The plan is administered by the Compensation, Nominating and Governance Committee ("CNG Committee") of the Board of Directors, which determines the terms and conditions of awards granted under the 2017 Plan. The Partnership recognizes forfeitures for any awards issued under this plan as they occur.
Unit-Based Awards
Unit-based awards under the 2017 Plan are generally issued to certain employees and non-employee directors of the Partnership. Awards granted to employees either vest 3 years following the grant date or vest ratably over the 3 year period following the grant date. Awards granted to non-employee directors vest over a 1 year period. Directors are given the option to take immediate issuance of the vested awards or defer such issuance until a later date. Upon deferral of issuance, such units will continue to accumulate distribution equivalent rights ("DERs") until issuance.
In connection with the phantom unit awards, the CNG Committee also granted tandem DERs, which entitle the holders to receive distributions equal to the distributions paid on the Partnership’s common units between the date the units are granted and the settlement date. 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, 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, 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. The unamortized cost associated with unvested outstanding awards as of December 31, 2024 was $ 9.5 million. The Partnership paid $ 5.5 million, $ 6.4 million and $ 3.2 million in cash during the year ended December 31, 2025, 2024 and 2023, respectively, for taxes on the unit-based award settlements during the respective years. These cash payments are included in other items, net under cash flows from financing activities on the Partnership's Consolidated Statements of Cash Flows.
A summary of the unit activity in the outstanding grants during 2025 is as follows:
(In thousands)
Common Units
Weighted Average Grant Date Fair value per Common Unit
Outstanding grants at January 1, 2025
350 $ 60.81
Granted
57 $ 117.98
Fully vested and issued
( 141 ) $ 50.33
Outstanding grants at December 31, 2025
266 $ 78.68
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17. Financing Transaction
The Partnership owns rail loadout and associated infrastructure at the Sugar Camp mine in the Illinois Basin operated by a subsidiary of Foresight. 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 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. In the event the Sugar Camp lease is renewed beyond 2038, payments become a fixed $ 10 thousand per year for the remainder of the renewed term.
18. Credit Losses
The Partnership is exposed to credit losses through the collection of its trade receivables resulting from contracts with customers and a long-term receivable resulting from a financing transaction with a customer. The Partnership records an allowance for current expected credit losses on these receivables based on the loss-rate method. NRP assessed the likelihood of collection of its receivables utilizing historical loss rates, current market conditions, industry and macroeconomic factors, reasonable and supportable forecasts and facts or circumstances of individual customers and properties. Examples of these facts or circumstances include, but are not limited to, contract disputes or renegotiations with the customer and evaluation of short and long-term economic viability of the contracted property. For its long-term contract receivable, management reverts to the historical loss experience immediately after the reasonable and supportable forecast period ends.
As of December 31, 2025 and 2024 , NRP had the following current expected credit loss (“CECL”) allowance related to its receivables and long-term contract receivable:
December 31,
2025
2024
(In thousands)
Gross
CECL Allowance
Net
Gross
CECL Allowance
Net
Receivables
$ 36,178 $ ( 4,183 ) $ 31,995 $ 37,270 $ ( 4,425 ) $ 32,845
Long-term contract receivable
21,138 ( 732 ) 20,406 24,323 ( 843 ) 23,480
Total
$ 57,316 $ ( 4,915 ) $ 52,401 $ 61,593 $ ( 5,268 ) $ 56,325
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. The Partnership may employ legal counsel or collection specialists to pursue recovery of defaulted receivables.
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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
19. Leases
As of December 31, 2025 , the Partnership had two operating leases for office buildings. 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. On January 1, 2023, the Partnership entered into a new lease for an office building in Houston with an 11.4 year initial term and two additional five -year renewal options. 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 21.4 years. 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 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:
Remaining Annual Lease Payments (In thousands)
December 31, 2025
2026
$ 604
2027
607
2028
611
2029
614
2030
617
After 2030
10,808
Total lease payments (1)
$ 13,861
Less: present value adjustment (2)
( 9,506 )
Total operating lease liability
$ 4,355
( 1 )
The remaining lease terms of the Partnership's two operating leases are 23 years and 18.4 years.
( 2 )
The present value of the operating lease liability on the Partnership's Consolidated Balance Sheets was calculated using a 13.5 % discount rate on the 30 -year lease and a 13.4 % discount rate on the 21.4 -year lease. These rates represent the Partnership's estimated incremental borrowing rates under its two operating leases. As the Partnership's leases do not provide an implicit rate, the Partnership estimated the incremental borrowing rates at the time the leases were entered into by utilizing the rate of the Partnership's secured debt and adjusting it for factors that reflect the profile of borrowing over the 30 -year and 21.4 -year expected lease terms, respectively.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.