nrp20260331_10q.htm
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026 or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number:
001-31465
NATURAL RESOURCE PARTNERS LP
(Exact name of registrant as specified in its charter)
Delaware
35-2164875
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1415 Louisiana Street, Suite 3325
Houston , Texas 77002
(Address of principal executive offices)
(Zip Code)
( 713 ) 751-7507
(Registrant ’ s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Units representing limited partner interests
NRP
New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of "accelerated filer", "large accelerated filer", "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
☒ Accelerated Filer
☐
Non-accelerated Filer
☐ Smaller Reporting Company
☐
Emerging Growth Company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Table of Contents
NATURAL RESOURCE PARTNERS, L.P.
TABLE OF CONTENTS
Page
Part I. Financial Information
Item 1.
Consolidated Financial Statements
Consolidated Balance Sheets
1
Consolidated Statements of Comprehensive Income
2
Consolidated Statements of Partners ’ Capital
3
Consolidated Statements of Cash Flows
4
Notes to Consolidated Financial Statements
5
Item 2.
Management ’ s Discussion and Analysis of Financial Condition and Results of Operations
15
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
24
Item 4.
Controls and Procedures
24
Part II. Other Information
Item 1.
Legal Proceedings
25
Item 1A.
Risk Factors
25
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
25
Item 3.
Defaults Upon Senior Securities
25
Item 4.
Mine Safety Disclosures
25
Item 5.
Other Information
25
Item 6.
Exhibits
25
Signatures
26
i
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PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
NATURAL RESOURCE PARTNERS L.P.
CONSOLIDATED BALANCE SHEETS
March 31,
December 31,
2026 2025
(In thousands, except unit data)
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents
$ 31,504 $ 30,141
Accounts receivable, net
26,792 28,666
Other current assets, net
1,425 2,105
Total current assets
$ 59,721 $ 60,912
Land
24,007 24,008
Mineral rights, net
360,860 366,987
Intangible assets, net
10,426 11,908
Equity in unconsolidated investment
281,477 250,244
Long-term contract receivable, net
19,598 20,406
Other long-term assets, net
15,568 13,900
Total assets
$ 771,657 $ 748,365
LIABILITIES AND CAPITAL
Current liabilities
Accounts payable
$ 2,448 $ 1,159
Accrued liabilities
4,605 10,897
Accrued interest
279 69
Current portion of deferred revenue
7,029 6,663
Current portion of debt, net
14,234 14,198
Total current liabilities
$ 28,595 $ 32,986
Deferred revenue
59,136 58,067
Long-term debt, net
46,084 18,884
Other non-current liabilities
5,310 5,909
Total liabilities
$ 139,125 $ 115,846
Commitments and contingencies (see Note 12)
Partners’ capital
Common unitholders’ interest ( 13,250,412 and 13,138,097 units issued and outstanding at March 31, 2026 and December 31, 2025, respectively)
$ 624,902 $ 625,188
General partner’s interest
11,771 11,332
Accumulated other comprehensive loss
( 4,141 ) ( 4,001 )
Total partners’ capital
$ 632,532 $ 632,519
Total liabilities and partners' capital
$ 771,657 $ 748,365
The accompanying notes are an integral part of these consolidated financial statements.
1
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NATURAL RESOURCE PARTNERS L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
For the Three Months Ended March 31,
(In thousands, except per unit data)
2026
2025
Revenues and other income
Royalty and other mineral rights
$
43,297
$
51,260
Transportation and processing services
3,885
4,421
Equity in earnings (loss) of Sisecam Wyoming
( 7,828
)
4,610
Gain (loss) on asset sales and disposals
( 1
)
247
Total revenues and other income
$
39,353
$
60,538
Operating expenses
Operating and maintenance expenses
$
6,113
$
6,776
Depreciation, depletion and amortization
7,614
3,989
General and administrative expenses
5,034
6,832
Asset impairments
—
20
Total operating expenses
$
18,761
$
17,617
Income from operations
$
20,592
$
42,921
Interest expense, net
$
( 973
)
$
( 2,668
)
Net income
$
19,619
$
40,253
Net income attributable to common unitholders
$
19,227
$
39,448
Net income attributable to the general partner
392
805
Net income per common unit (see Note 4)
Basic
$
1.46
$
3.01
Diluted
1.44
2.97
Net income
$
19,619
$
40,253
Comprehensive income (loss) from unconsolidated investment and other
( 140
)
2,260
Comprehensive income
$
19,479
$
42,513
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
(Unaudited)
Accumulated
Other
Total
Common Unitholders
General
Comprehensive
Partners'
(In thousands)
Units
Amounts
Partner
Loss
Capital
Balance at December 31, 2025
13,138 $ 625,188 $ 11,332 $ ( 4,001 ) $ 632,519
Net income
— 19,227 392 — 19,619
Distributions to common unitholders and the general partner
— ( 11,528 ) ( 235 ) — ( 11,763 )
Issuance of unit-based awards
112 — — — —
Unit-based awards amortization and vesting, net
— ( 7,985 ) — — ( 7,985 )
Capital contribution
— — 282 — 282
Comprehensive loss from unconsolidated investment and other
— — — ( 140 ) ( 140 )
Balance at March 31, 2026
13,250 $ 624,902 $ 11,771 $ ( 4,141 ) $ 632,532
Accumulated
Other
Total
Common Unitholders
General
Comprehensive
Partners'
(In thousands)
Units
Amounts
Partner
Income (Loss)
Capital
Balance at December 31, 2024
13,049 $ 543,231 $ 9,547 $ ( 1,670 ) $ 551,108
Net income
— 39,448 805 — 40,253
Distributions to common unitholders and the general partner
— ( 25,750 ) ( 526 ) — ( 26,276 )
Issuance of unit-based awards
89 — — — —
Unit-based awards amortization and vesting, net
— ( 3,175 ) — — ( 3,175 )
Capital contribution
— — 187 — 187
Comprehensive income from unconsolidated investment and other
— — — 2,260 2,260
Balance at March 31, 2025
13,138 $ 553,754 $ 10,013 $ 590 $ 564,357
The accompanying notes are an integral part of these consolidated financial statements.
3
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NATURAL RESOURCE PARTNERS L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended March 31,
(In thousands)
2026
2025
Cash flows from operating activities
Net income
$ 19,619 $ 40,253
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization
7,614 3,989
Distributions from unconsolidated investment
— 2,940
Equity in (earnings) loss from unconsolidated investment
7,828 ( 4,610 )
Loss (gain) on asset sales and disposals
1 ( 247 )
Asset impairments
— 20
Bad debt expense
( 776 ) 451
Unit-based compensation expense
1,164 2,717
Amortization of debt issuance costs and other
447 ( 168 )
Change in operating assets and liabilities:
Accounts receivable
615 ( 149 )
Accounts payable
1,290 546
Accrued liabilities
( 7,156 ) ( 7,990 )
Accrued interest
210 254
Deferred revenue
1,434 ( 3,227 )
Other items, net
724 ( 355 )
Net cash provided by operating activities
$ 33,014 $ 34,424
Cash flows from investing activities
Proceeds from asset sales and disposals
$ — $ 247
Capital to unconsolidated investment
( 39,200 ) —
Return of long-term contract receivable
758 700
Net cash provided by (used in) investing activities
$ ( 38,442 ) $ 947
Cash flows from financing activities
Debt borrowings
$ 61,200 $ 33,700
Debt repayments
( 34,000 ) ( 37,000 )
Distributions to common unitholders and the general partner
( 11,763 ) ( 26,276 )
Other items, net
( 8,646 ) ( 5,363 )
Net cash provided by (used in) financing activities
$ 6,791 $ ( 34,939 )
Net increase in cash and cash equivalents
$ 1,363 $ 432
Cash and cash equivalents at beginning of period
30,141 30,444
Cash and cash equivalents at end of period
$ 31,504 $ 30,876
Supplemental cash flow information:
Cash paid for interest
$ 684 $ 2,371
The accompanying notes are an integral part of these consolidated financial statements.
4
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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
Nature of Business
Natural Resource Partners L.P. (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 5. Segment Information . 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"). 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.
Principles of Consolidation and Reporting
The accompanying unaudited Consolidated Financial Statements of the Partnership have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial information and with Rule 10 - 01 of Regulation S- X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2025 , and notes thereto included in the Partnership's Annual Report on Form 10 -K, which was filed with the SEC on February 27, 2026.
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 does not expect the adoption of this guidance to have a material impact on its Consolidated Financial Statements.
5
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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
2. Revenues from Contracts with Customers
The following table presents the Partnership's Mineral Rights segment revenues from contracts with customers by major source:
For the Three Months Ended March 31,
(In thousands)
2026
2025
Coal royalty revenues
$
29,574
$
35,498
Production lease minimum revenues
558
2,725
Minimum lease straight-line revenues
4,019
4,050
Oil and gas royalty revenues
1,386
2,444
Carbon neutral revenues
185
595
Property tax revenues
1,711
1,637
Wheelage revenues
1,990
1,738
Coal overriding royalty revenues
1,386
880
Lease amendment revenues
1,200
655
Aggregates royalty revenues
1,118
853
Other revenues
170
185
Royalty and other mineral rights revenues
$
43,297
$
51,260
Transportation and processing services revenues
3,408
3,885
Total Mineral Rights segment revenues from contracts with customers
$
46,705
$
55,145
The following table details the Partnership's Mineral Rights segment contract assets and liabilities resulting from contracts with customers:
March 31,
December 31,
(In thousands)
2026
2025
Contract assets
Accounts receivable, net
$
22,422
$
24,372
Other current assets, net
—
84
Other long-term assets, net
7,234
5,281
Contract liabilities
Accounts payable
$
125
$
211
Current portion of deferred revenue
7,029
6,663
Deferred revenue
59,136
58,067
The following table shows the activity related to the Partnership's Mineral Rights segment deferred revenue resulting from contracts with customers:
For the Three Months Ended March 31,
(In thousands)
2026
2025
Balance at beginning of period (current and non-current)
$
64,730
$
60,155
Increase due to minimums and lease amendment fees
10,942
5,861
Recognition of previously deferred revenue
( 9,507
)
( 9,088
)
Balance at end of period (current and non-current)
$
66,165
$
56,928
The Partnership's non-cancellable annual minimum payments due under the lease terms of its coal and aggregates royalty contracts with customers are as follows as of March 31, 2026 (in thousands):
Lease Term (1)
Weighted Average Remaining Years
Annual Minimum Payments
0 - 5 years
2.1
$
13,269
5 - 10 years
6.2
15,493
10+ years
10.0
26,309
Total
7.0
$
55,071
( 1 )
Lease term does not include renewal periods.
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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
3. Common Unit Distributions
The Partnership makes cash distributions to common unitholders on a quarterly basis, subject to approval by the Board of Directors of GP Natural Resource Partners LLC (the "Board of Directors"). NRP recognizes common unit distributions on the date the distribution is 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.
The following table shows the cash distributions declared and paid to common unitholders during the three months ended March 31, 2026 and 2025 , respectively:
Month Paid
Period Covered by Distribution
Distribution per Unit
Total Distribution (1) (In thousands)
2026
February
October 1 - December 31, 2025
$ 0.75 $ 10,141
March (2)
Special Distribution
0.12 1,622
2025
February
October 1 - December 31, 2024
$ 0.75 $ 10,055
March (3)
Special Distribution
1.21 16,221
( 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's common units during 2025.
( 3 ) Special distribution was made to help cover unitholder tax liabilities associated with owning NRP's common units during 2024.
4. Net Income Per Common Unit
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.
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 three months ended March 31, 2026 and 2025 included the impact of the vesting of the unvested unit-based awards.
The following table reconciles the numerator and denominator of the basic and diluted net income per common unit computations and calculates basic and diluted net income per common unit:
For the Three Months Ended March 31,
(In thousands, except per unit data)
2026
2025
Basic net income per common unit
Net income attributable to common unitholders
$
19,227
$
39,448
Weighted average common units—basic
13,199
13,098
Basic net income per common unit
$
1.46
$
3.01
Diluted net income per common unit
Weighted average common units—basic
13,199
13,098
Plus: dilutive effect of unvested unit-based awards
151
206
Weighted average common units—diluted
13,350
13,304
Diluted net income attributable to common unitholders and the general partner
$
19,619
$
40,253
Less: diluted net income attributable to the general partner
( 392
)
( 805
)
Diluted net income attributable to common unitholders
$
19,227
$
39,448
Diluted net income per common unit
$
1.44
$
2.97
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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
5. 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 mineral interests and other subsurface rights across the United States. NRP's ownership provides critical inputs for the manufacturing of steel, electricity, and basic building materials, as well as opportunities for carbon sequestration and renewable energy.
Soda Ash —consists of the Partnership's 49 % non-controlling equity interest in Sisecam Wyoming, one of the world's lowest-cost producers of soda ash, an essential ingredient for the manufacturing of glass, detergents, solar panels, and batteries for electric vehicles. Operations are managed by NRP's partner, Sisecam Chemicals Wyoming, LLC, and NRP 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 (“CODMs”) are its Chief Executive Officer and President and Chief Operating Officer. They evaluate the Partnership’s performance 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.
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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
The following tables summarize 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 Three Months Ended March 31, 2026
Revenues
$ 47,182 $ — $ 47,182 $ — $ 47,182
Equity in earnings of Sisecam Wyoming
— ( 7,828 ) ( 7,828 ) — ( 7,828 )
Gain on asset sales and disposals
( 1 ) — ( 1 ) — ( 1 )
Total revenues and other income
$ 47,181 $ ( 7,828 ) $ 39,353 $ — $ 39,353
Less:
Compensation (salaries, benefits and bonus)
$ 1,797 $ — $ 1,797 $ 2,064 $ 3,861
Long-term incentive compensation (1)
262 — 262 907 1,169
Property taxes
1,879 — 1,879 — 1,879
Depreciation, depletion and amortization
7,610 — 7,610 4 7,614
Asset impairments
— — — — —
Interest expense, net (2)
— — — 973 973
Other segment items (3)
2,103 72 2,175 2,063 4,238
Net income (loss)
$ 33,530 $ ( 7,900 ) $ 25,630 $ ( 6,011 ) $ 19,619
As of March 31, 2026
Total assets
$ 484,989 $ 281,477 $ 766,466 $ 5,191 $ 771,657
For the Three Months Ended March 31, 2025
Revenues
$ 55,681 $ — $ 55,681 $ — $ 55,681
Equity in earnings of Sisecam Wyoming
— 4,610 4,610 — 4,610
Gain on asset sales and disposals
247 — 247 — 247
Total revenues and other income
$ 55,928 $ 4,610 $ 60,538 $ — $ 60,538
Less:
Compensation (salaries, benefits and bonus)
$ 1,938 $ — $ 1,938 $ 2,109 $ 4,047
Long-term incentive compensation (4)
464 — 464 2,261 2,725
Property taxes
1,792 — 1,792 — 1,792
Depreciation, depletion and amortization
3,985 — 3,985 4 3,989
Asset impairments
20 — 20 — 20
Interest expense, net (2)
— — — 2,668 2,668
Other segment items (3)
2,521 60 2,581 2,463 5,044
Net income (loss)
$ 45,208 $ 4,550 $ 49,758 $ ( 9,505 ) $ 40,253
As of December 31, 2025
Total assets
$ 492,672 $ 250,244 $ 742,916 $ 5,449 $ 748,365
( 1 ) Long-term incentive compensation for the three months ended March 31, 2026 includes ( 1 ) Mineral Rights segment: $ 0.1 million of equity compensation and $ 0.1 million of cash compensation; ( 2 ) Corporate & Financing segment: $ 0.8 million of equity compensation and $ 0.1 million of cash compensation.
( 2 ) Included in interest expense, net was $ 0.2 million of interest income for both the three months ended March 31, 2026 and 2025 .
( 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 segment primarily include: insurance, legal, information technology, shared facility services, rent and professional fees.
( 4 ) Long-term incentive compensation for the three months ended March 31, 2025 includes ( 1 ) Mineral Rights segment: $ 0.3 million of equity compensation and $ 0.1 million of cash compensation; ( 2 ) Corporate & Financing segment: $ 2.2 million of equity compensation and $ 0.1 million of cash compensation.
9
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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
6. 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 Three Months Ended March 31,
(In thousands)
2026
2025
Balance at beginning of period
$ 250,244 $ 257,355
Income (loss) allocation to NRP’s equity interests (1)
( 6,697 ) 5,764
Amortization of basis difference
( 1,130 ) ( 1,153 )
Capital investment
39,200 —
Other comprehensive income (loss)
( 140 ) 2,260
Distributions
— ( 2,940 )
Balance at end of period
$ 281,477 $ 261,286
( 1 ) Amounts reclassified into income (loss) out of accumulated other comprehensive loss were $ 1.6 million and $ 1.3 million for the three months ended March 31, 2026 and 2025 , respectively.
During the three months ended March 31, 2026, NRP and Sisecam Wyoming's managing partner made a capital investment into Sisecam Wyoming ($ 39.2 million for NRP's 49 %) to reduce outstanding amounts under Sisecam Wyoming's bank credit facility.
The following table represents summarized financial information for Sisecam Wyoming as derived from their respective unaudited financial statements for the three months ended March 31, 2026 and 2025 :
For the Three Months Ended March 31,
(In thousands)
2026
2025
Net sales
$ 127,335 $ 153,309
Gross profit (loss)
( 4,731 ) 19,033
Net income (loss)
( 13,667 ) 11,764
7. Mineral Rights, Net
The Partnership’s mineral rights consist of the following:
March 31, 2026
December 31, 2025
(In thousands)
Carrying Value
Accumulated Depletion
Net Book Value
Carrying Value
Accumulated Depletion
Net Book Value
Coal properties
$ 653,808 $ ( 310,427 ) $ 343,381 $ 653,808 $ ( 304,412 ) $ 349,396
Aggregates properties
8,655 ( 4,439 ) 4,216 8,655 ( 4,364 ) 4,291
Oil and gas royalty properties
12,354 ( 10,621 ) 1,733 12,354 ( 10,584 ) 1,770
Other
13,142 ( 1,612 ) 11,530 13,142 ( 1,612 ) 11,530
Total mineral rights, net
$ 687,959 $ ( 327,099 ) $ 360,860 $ 687,959 $ ( 320,972 ) $ 366,987
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 $ 6.1 million and $ 3.7 million for the three months ended March 31, 2026 and 2025 , respectively.
The Partnership has developed procedures to evaluate its long-lived 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. As a result of the Partnership's analysis, NRP recorded an immaterial impairment expense during the three months ended March 31, 2025.
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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
8. Debt, Net
The Partnership's debt consists of the following:
March 31,
December 31,
(In thousands)
2026
2025
Opco Credit Facility
$ 46,084 $ 18,884
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 $ 11,420
5.18% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026
2,911 2,911
Total Opco Senior Notes
$ 14,331 $ 14,331
Total debt at face value
$ 60,415 $ 33,215
Net unamortized debt issuance costs
( 97 ) ( 133 )
Total debt, net
$ 60,318 $ 33,082
Less: current portion of debt
( 14,234 ) ( 14,198 )
Total long-term debt, net
$ 46,084 $ 18,884
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 March 31, 2026 and December 31, 2025 , Opco was in compliance with the terms of the financial covenants contained in its debt agreements.
Opco Credit Facility
As of December 31, 2025 , the Partnership had $ 18.9 million in borrowings outstanding under the Opco Credit Facility and $ 181.1 million of available borrowing capacity. During the three months ended March 31, 2026 , the Partnership borrowed $ 61.2 million and repaid $ 34.0 million, resulting in $ 46.1 million in borrowings outstanding under the Opco Credit Facility and $ 153.9 million of available borrowing capacity as of March 31, 2026 . During the three months ended March 31, 2025 , the Partnership borrowed $ 33.7 million and repaid $ 37.0 million on the Opco Credit Facility. The weighted average interest rate for the borrowings outstanding under the Opco Credit Facility for the three months ended March 31, 2026 and 2025 were 7.28 % and 7.93 %, respectively.
The Opco Credit Facility is collateralized and secured by liens on certain of Opco’s assets with carrying values of $ 284.8 million an d $ 290.6 million classified as mineral rights, net and other long-term assets, net and $ 19.6 million and $ 20.4 million classified as long-term contract receivable, net on the Partnership’s Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 , respectively.
The Opco Credit Facility contains financial covenants requiring Opco to maintain:
•
A leverage ratio of consolidated indebtedness to EBITDDA (in each case as defined in the Opco Credit Facility) not to exceed 3.0x. As of March 31, 2026 , this rati o was 0.4x; and
•
an interest coverage ratio of consolidated EBITDDA to the sum of 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 March 31, 2026 , this ratio was 21.4x.
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 March 31, 2026 , 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 both March 31, 2026 and December 31, 2025 , the Opco Senior Notes had cumulative principal balances of $ 14.3 million. These Opco Senior Notes will fully mature in December 2026.
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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
9. 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:
March 31, 2026
December 31, 2025
Fair Value
Carrying
Estimated
Carrying
Estimated
(In thousands)
Hierarchy Level
Value
Fair Value
Value
Fair Value
Assets:
Contract receivable, net (current and long-term) (1)
3 $ 22,734 $ 20,233 $ 23,480 $ 20,792
Debt:
Opco Senior Notes (2)
3 $ 14,234 $ 14,025 $ 14,198 $ 14,018
Opco Credit Facility (3)
3 46,084 46,084 18,884 18,884
( 1 ) The fair value of the Partnership's contract receivable is determined based on the present value of future cash flow projections related to the underlying asset at a discount rate of 15 % at March 31, 2026 and December 31, 2025 .
( 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 the debt at any time without penalty.
10. 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 Three Months Ended March 31,
(In thousands)
2026
2025
Operating and maintenance expenses
$ 1,622 $ 1,793
General and administrative expenses
1,566 1,569
The Partnership had accounts payable to related parties of $ 0.6 million and $ 0.7 million on its Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, respectively. As of March 31, 2026 and December 31, 2025, the Partnership had $ 0.1 million a nd $ 0.2 million, respectively, 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 has a right-of-use asset and lease liability of $ 3.4 million included in other long-term assets, net and other non-current liabilities, respectively on its Consolidated Balance Sheets at both March 31, 2026 and December 31, 2025 .
During the three months ended March 31, 2026 and 2025, the Partnership recognized $ 1.2 million and $ 0.1 million, respectively, in operating and maintenance expenses on its Consolidated Statements of Comprehensive Income related to an overriding royalty agreement with WPPLP. The Partnership also had $ 1.2 million and $ 0.1 million in accounts payable on its Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, respectively, related to this agreement. As of both March 31, 2026 and December 31, 2025, the Partnership had $ 1.1 million of other long-term assets, net on its Consolidated Balance Sheets related to a prepaid royalty for this agreement.
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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
11. Major Customers
Revenues from customers that exceeded 10 percent of total revenues for any of the periods presented below are as follows:
For the Three Months Ended March 31,
2026
2025
(In thousands)
Revenues
Percent
Revenues
Percent
Alpha Metallurgical Resources, Inc. (1)
$ 13,701 29 % $ 13,176 24 %
Foresight Energy Resources LLC ("Foresight") (1)
$ 13,497 29 % $ 16,460 30 %
Alabama Kanu Holdings, LLC (1)
$ 4,730 10 % $ 3,258 6 %
( 1 )
Revenues from Alpha Metallurgical Resources, Inc., Foresight, and Alabama Kanu Holdings, LLC are generated in the United States of America and are included within the Partnership's Mineral Rights segment.
12. Commitments and Contingencies
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 as of and for the three months ended March 31, 2026.
13. Unit-Based Compensation
During the three months ended March 31, 2026 and 2025 , the Partnership granted service, performance and market-based awards under its 2017 Long-Term Incentive 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 three months ended March 31, 2026 and 2025 was $ 8.6 million and $ 6.8 million, respectively, which included a grant date fair value of $ 3.1 million and $ 2.5 million for the market-based awards valued using a Monte Carlo simulation during the three months ended March 31, 2026 and 2025, respectively. Total unit-based compensation expense associated with service, performance and market-based awards was $ 1.2 million and $ 2.7 million for the three months ended March 31, 2026 and 2025 , 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 March 31, 2026 was $ 11.9 million, which will be recognized over a weighted average period of 2.3 years. The unamortized cost associated with unvested outstanding awards as of December 31, 2025 was $ 5.9 million. The Partnership paid $ 8.9 million and $ 5.5 million in cash during the three months ended March 31, 2026 and 2025 , 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 2026 is as follows:
(In thousands)
Common Units
Weighted Average Grant Date Fair Value per Common Unit
Outstanding at January 1, 2026
266 $ 78.68
Granted
65 $ 132.29
Fully vested and issued
( 155 ) $ 65.19
Outstanding at March 31, 2026
176 $ 110.54
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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
14. Credit Losses
The Partnership is exposed to credit losses through collection of its short-term 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 March 31, 2026 and December 31, 2025 , NRP had the following current expected credit loss (“CECL”) allowance related to its receivables and long-term contract receivable:
March 31, 2026
December 31, 2025
(In thousands)
Gross
CECL Allowance
Net
Gross
CECL Allowance
Net
Receivables
$ 35,431 $ ( 3,565 ) $ 31,866 $ 36,178 $ ( 4,183 ) $ 31,995
Long-term contract receivable
20,301 ( 703 ) 19,598 21,138 ( 732 ) 20,406
Total
$ 55,732 $ ( 4,268 ) $ 51,464 $ 57,316 $ ( 4,915 ) $ 52,401
NRP recorded reversals of $ 0.6 million and $ 0.3 million of operating and maintenance expenses on its Consolidated Statements of Comprehensive Income related to the change in the CECL allowance during the three months ended March 31, 2026 and 2025 , 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 reconciliation, bankruptcy monitoring, lessee audits and dispute resolution. The Partnership may employ legal counsel or collection specialists to pursue recovery of defaulted receivables.
15. Subsequent Events
The following represents material events that occurred after March 31, 2026 through the time of the Partnership’s filing of its Quarterly Report on Form 10 -Q with the SEC:
Common Unit Distributions
In May 2026, the Board of Directors declared a distribution of $ 0.75 per common unit with respect to the first quarter of 2026 .
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following review of operations for the three month periods ended March 31, 2026 and 2025 should be read in conjunction with our Consolidated Financial Statements and the Notes to Consolidated Financial Statements included in this Form 10-Q and with the Consolidated Financial Statements, Notes to Consolidated Financial Statements and Management’s Discussion and Analysis included in the Natural Resource Partners L.P. Annual Report on Form 10-K for the year ended December 31, 2025.
As used herein, unless the context otherwise requires: "we," "our," "us" and the "Partnership" refer to Natural Resource Partners L.P. and, where the context requires, our subsidiaries. References to "NRP" and "Natural Resource Partners" refer to Natural Resource Partners L.P. only, and not to NRP (Operating) LLC or any of Natural Resource Partners L.P.’s subsidiaries. References to "Opco" refer to NRP (Operating) LLC, a wholly owned subsidiary of NRP, and its subsidiaries.
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
Statements included in this 10-Q may constitute forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are also forward-looking statements. Such forward-looking statements include, among other things, statements regarding: future distributions on our common units; our business strategy; our liquidity and access to capital and financing sources; our financial strategy; prices of and demand for coal, trona and soda ash, and other natural resources; estimated revenues, expenses and results of operations; projected future performance by our lessees; Sisecam Wyoming LLC’s ("Sisecam Wyoming's") trona mining and soda ash refinery operations; distributions from our soda ash business; the impact of governmental policies, laws and regulations, as well as regulatory and legal proceedings involving us, and of scheduled or potential regulatory or legal changes; and global and U.S. economic conditions.
These forward-looking statements speak only as of the date hereof and are made based upon our current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. You should not put undue reliance on any forward-looking statements. See " Item 1A. Risk Factors " included in this Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025 for important factors that could cause our actual results of operations or our actual financial condition to differ.
NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) less equity in earnings from unconsolidated investment; plus total distributions from unconsolidated investment, interest expense, net, debt modification expense, loss on extinguishment of debt, depreciation, depletion and amortization and asset impairments. Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income or loss, net income or loss attributable to partners, operating income or loss, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of operating performance, liquidity or ability to service debt obligations. There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring items that materially affect our net income, the lack of comparability of results of operations of different companies and the different methods of calculating Adjusted EBITDA reported by different companies. In addition, Adjusted EBITDA presented below is not calculated or presented on the same basis as Consolidated EBITDA as defined in our partnership agreement or Consolidated EBITDDA as defined in Opco's debt agreements. For a description of Opco's debt agreements, see Note 8. Debt, Net in the Notes to Consolidated Financial Statements included herein as well as in "Item 8. Financial Statements and Supplementary Data—Note 11. Debt, Net" in our Annual Report on Form 10-K for the year ended December 31, 2025. Adjusted EBITDA is a supplemental performance measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to assess the financial performance of our assets without regard to financing methods, capital structure or historical cost basis.
Distributable Cash Flow
Distributable cash flow ("DCF") represents net cash provided by (used in) operating activities plus distributions from unconsolidated investment in excess of cumulative earnings, proceeds from asset sales and disposals, including sales of discontinued operations, and return of long-term contract receivable; less maintenance capital expenditures and capital to unconsolidated investment. DCF is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities. DCF may not be calculated the same for us as for other companies. In addition, DCF presented below is not calculated or presented on the same basis as distributable cash flow as defined in our partnership agreement, which is used as a metric to determine whether we are able to increase quarterly distributions to our common unitholders. DCF is a supplemental liquidity measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to assess our ability to make cash distributions and repay debt.
Free Cash Flow
Free cash flow ("FCF") represents net cash provided by (used in) operating activities plus distributions from unconsolidated investment in excess of cumulative earnings and return of long-term contract receivable; less maintenance and expansion capital expenditures, cash flow used in acquisition costs classified as investing or financing activities and capital to unconsolidated investment. FCF is calculated before mandatory debt repayments. FCF is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities. FCF may not be calculated the same for us as for other companies. FCF is a supplemental liquidity measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to assess our ability to make cash distributions and repay debt.
Leverage Ratio
Leverage ratio represents the outstanding principal of our debt at the end of the period divided by the last twelve months' Adjusted EBITDA as defined above. We believe that leverage ratio is a useful measure to management and investors to evaluate and monitor our indebtedness relative to our ability to generate income to service such debt and in understanding trends in our overall financial condition. Leverage ratio may not be calculated the same for us as for other companies and is not a substitute for, and should not be used in conjunction with, GAAP financial ratios.
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Introduction
The following discussion and analysis present management's view of our business, financial condition and overall performance. Our discussion and analysis consist of the following subjects:
• Executive Overview
• Results of Operations
• Liquidity and Capital Resources
• Off-Balance Sheet Transactions
• Related Party Transactions
• Summary of Critical Accounting Estimates
• Recent Accounting Standards
Executive Overview
We are a diversified natural resource company engaged 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 own a non-controlling 49% interest in Sisecam Wyoming, a trona ore mining and soda ash production business. Our common units trade on the New York Stock Exchange under the symbol "NRP." Our business is organized into 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, our ownership would cover roughly 20,000 square miles. Our 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 our 49% non-controlling equity interest in Sisecam Wyoming, one of the world's lowest-cost producers of soda ash, an essential ingredient for the manufacturing of glass, solar panels, detergents, and batteries for electric vehicles. Operations are managed by our partner, Sisecam Chemicals Wyoming LLC, and we realize cash flow when distributions are paid to us.
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.
Our financial results by segment for the three months ended March 31, 2026 are as follows:
Operating Segments
(In thousands)
Mineral Rights
Soda Ash
Corporate and Financing
Total
Revenues and other income
$
47,181
$
(7,828
)
$
—
$
39,353
Net income (loss)
$
33,530
$
(7,900
)
$
(6,011
)
$
19,619
Adjusted EBITDA (1)
$
41,140
$
(72
)
$
(5,034
)
$
36,034
Cash flow provided by (used in) continuing operations
Operating activities
$
41,827
$
(72
)
$
(8,741
)
$
33,014
Investing activities
$
758
$
(39,200
)
$
—
$
(38,442
)
Financing activities
$
(1,256
)
$
—
$
8,047
$
6,791
Distributable cash flow (1)
$
42,585
$
(39,272
)
$
(8,741
)
$
(5,428
)
Free cash flow (1)
$
42,585
$
(39,272
)
$
(8,741
)
$
(5,428
)
(1)
See "Results of Operations" below for reconciliations to the most comparable GAAP financial measures.
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Table of Contents
Current Results/Market Commentary
Financial Results and Quarterly Distributions
We generated $33.0 million of operating cash flow and ($5.4 million) of free cash flow during the three months ended March 31, 2026, and ended the quarter with $185.4 million of liquidity consisting of $31.5 million of cash and cash equivalents and $153.9 million of available borrowing capacity under our Opco Credit Facility. As of March 31, 2026 our leverage ratio was 0.4 x.
In February 2026, we paid a cash distribution of $0.75 per common unit of NRP with respect to the fourth quarter of 2025. In March 2026, we paid a special cash distribution of $0.12 per common unit of NRP to help cover unitholder tax liabilities associated with owning NRP's common units in 2025. Future distributions on our common units will be determined on a quarterly basis by the Board of Directors. The Board of Directors considers numerous factors each quarter in determining cash distributions, including profitability, cash flow, debt service obligations, market conditions and outlook, estimated unitholder income tax liability and the level of cash reserves that the Board of Directors determines is necessary for future operating and capital needs.
Mineral Rights Business Segment
Revenues and other income during the three months ended March 31, 2026 decreased $8.7 million, or 16% , as compared to the prior year period primarily due to lower metallurgical and thermal coal sales volumes as compared to the prior year period . Cash provided by operating activities and free cash flow during the three months ended March 31, 2026 decreased by $1.4 million and $1.3 million, respectively, as compared to the prior year period primarily due to lower metallurgical and thermal coal sales volumes, partially offset by higher recoupments in the first quarter of 2025.
Mineral Rights segment results continue to be affected by weak global steel demand, low natural gas prices, and ample coal stockpiles at power plants.
We have no meaningful developments to report on our carbon neutral initiatives, but continue to explore and make small-scale progress on opportunities to create value through carbon sequestration and renewable energy production across our vast portfolio of mineral and surface assets.
Soda Ash Business Segment
Revenues and other income during the three months ended March 31, 2026 decreased $12.4 million, or 270%, as compared to the prior year period primarily due to lower sales prices in 2026.
Cash provided by operating activities during the three months ended March 31, 2026 decreased $3.0 million as compared to the prior year period due primarily due to the $2.9 million distribution received from Sisecam Wyoming in the first quarter of 2025 and no distribution received in the first quarter of 2026. Free cash flow decreased $42.2 million as compared to the prior year quarter primarily due to our $39.2 million capital investment made to Sisecam Wyoming in the first quarter of 2026 in addition to the $2.9 million distribution received in the first quarter of 2025. Together with our managing partner, we made a capital investment into Sisecam Wyoming in the first quarter of 2026 to reduce outstanding amounts under its bank credit facility and better position it to compete in the current environment. Sisecam Wyoming’s managing partner also invested its pro-rata share of $40.8 million. We evaluated this investment as we would any other capital allocation opportunity, with the goal of maximizing NRP's intrinsic value per unit.
The soda ash market remains significantly oversupplied due to the influx of natural soda ash supply from China coupled with weak demand for flat glass. We believe international soda ash prices are below the cost of production for most producers with no near-term market correction in sight. Due to the weak pricing environment, we have not received a distribution from Sisecam Wyoming since the second quarter of 2025 and do not expect to receive distributions until soda ash demand increases and/or capacity is rationalized, which could take several years.
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Table of Contents
Results of Operations
First Quarter of 2026 and 2025 Compared
Revenues and Other Income
The following table includes our revenues and other income by operating segment:
For the Three Months Ended March 31,
Percentage
Operating Segment (In thousands)
2026
2025
Decrease
Change
Mineral Rights
$
47,181
$
55,928
$
(8,747
)
(16
)%
Soda Ash
(7,828
)
4,610
(12,438
)
(270
)%
Total
$
39,353
$
60,538
$
(21,185
)
(35
)%
The changes in revenues and other income are discussed for each of the operating segments below:
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Table of Contents
Mineral Rights
The following table presents coal sales volumes, coal royalty revenue per ton and coal royalty revenues by major coal producing region, the significant categories of other revenues and other income:
For the Three Months Ended March 31,
Increase
Percentage
(In thousands, except per ton data)
2026
2025
(Decrease)
Change
Coal sales volumes (tons)
Appalachia
Northern
472
124
348
281
%
Central
2,967
3,306
(339
)
(10
)%
Southern
329
296
33
11
%
Total Appalachia
3,768
3,726
42
1
%
Illinois Basin
2,420
3,342
(922
)
(28
)%
Northern Powder River Basin
175
916
(741
)
(81
)%
Gulf Coast
162
237
(75
)
(32
)%
Total coal sales volumes
6,525
8,221
(1,696
)
(21
)%
Coal royalty revenue per ton
Appalachia
Northern
$
1.42
$
1.48
$
(0.06
)
(4
)%
Central
6.18
6.18
—
—
%
Southern
11.40
9.18
2.22
24
%
Illinois Basin
2.32
2.44
(0.12
)
(5
)%
Northern Powder River Basin
6.19
4.55
1.64
36
%
Gulf Coast
0.83
0.78
0.05
6
%
Combined average coal royalty revenue per ton
4.53
4.36
0.17
4
%
Coal royalty revenues
Appalachia
Northern
$
671
$
183
$
488
267
%
Central
18,328
20,426
(2,098
)
(10
)%
Southern
3,750
2,718
1,032
38
%
Total Appalachia
22,749
23,327
(578
)
(2
)%
Illinois Basin
5,606
8,141
(2,535
)
(31
)%
Northern Powder River Basin
1,084
4,169
(3,085
)
(74
)%
Gulf Coast
135
184
(49
)
(27
)%
Unadjusted coal royalty revenues
29,574
35,821
(6,247
)
(17
)%
Coal royalty adjustment for minimum leases
—
(323
)
323
100
%
Total coal royalty revenues
$
29,574
$
35,498
$
(5,924
)
(17
)%
Other revenues
Production lease minimum revenues
$
558
$
2,725
$
(2,167
)
(80
)%
Minimum lease straight-line revenues
4,019
4,050
(31
)
(1
)%
Oil and gas royalty revenues
1,386
2,444
(1,058
)
(43
)%
Carbon neutral revenues
185
595
(410
)
(69
)%
Property tax revenues
1,711
1,637
74
5
%
Wheelage revenues
1,990
1,738
252
14
%
Coal overriding royalty revenues
1,386
880
506
58
%
Lease amendment revenues
1,200
655
545
83
%
Aggregates royalty revenues
1,118
853
265
31
%
Other revenues
170
185
(15
)
(8
)%
Total other revenues
$
13,723
$
15,762
$
(2,039
)
(13
)%
Royalty and other mineral rights
$
43,297
$
51,260
$
(7,963
)
(16
)%
Transportation and processing services revenues
3,885
4,421
(536
)
(12
)%
Gain (loss) on asset sales and disposals
(1
)
247
(248
)
(100
)%
Total Mineral Rights segment revenues and other income
$
47,181
$
55,928
$
(8,747
)
(16
)%
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Coal Royalty Revenues
Approximately 65% of coal royalty revenues and approximately 45% of coal royalty sales volumes were derived from metallurgical coal during the three months ended March 31, 2026. Total coal royalty revenues decreased $5.9 million primarily due to lower metallurgical and thermal coal sales volumes during the three months ended March 31, 2026 as compared to the prior year quarter.
Total Other Revenues
Total other revenues decreased $2.0 million primarily due to a $2.2 million decrease in production lease minimum revenues. This decrease was primarily driven by higher breakage revenues recognized in the first quarter of 2025.
Soda Ash
Revenues and other income related to our Soda Ash segment decreased $12.4 million as compared to the prior year quarter primarily due to lower sales prices in 2026.
Total Operating Expenses, Net
The following table presents the significant categories of our consolidated operating expenses:
For the Three Months Ended March 31,
Increase
Percentage
(In thousands)
2026
2025
(Decrease)
Change
Operating expenses
Operating and maintenance expenses
$
6,113
$
6,776
$
(663
)
(10
)%
Depreciation, depletion and amortization
7,614
3,989
3,625
91
%
General and administrative expenses
5,034
6,832
(1,798
)
(26
)%
Asset impairments
—
20
(20
)
(100
)%
Total operating expenses
$
18,761
$
17,617
$
1,144
6
%
Total operating expenses, net increased $1.1 million primarily due to a $3.6 million increase in depreciation, depletion and amortization expense, partially offset by a $1.8 million decrease in general and administrative expenses. The increase in depreciation, depletion and amortization expense was primarily due to increased depletion rates on certain thermal properties. The decrease in general and administrative expenses was primarily due to lower long-term incentive expense as compared to the prior year period.
Interest Expense, Net
Interest expense, net, decreased $1.7 million due to less debt outstanding during the three months ended March 31, 2026 as compared to the prior year quarter.
Adjusted EBITDA (Non-GAAP Financial Measure)
The following table reconciles net income (loss) (the most comparable GAAP financial measure) to Adjusted EBITDA by business segment:
Operating Segments
For the Three Months Ended (In thousands)
Mineral Rights
Soda Ash
Corporate and Financing
Total
March 31, 2026
Net income (loss)
$
33,530
$
(7,900
)
$
(6,011
)
$
19,619
Add (Less): equity in (earnings) loss from unconsolidated investment
—
7,828
—
7,828
Add: total distributions from unconsolidated investment
—
—
—
—
Add: interest expense, net
—
—
973
973
Add: depreciation, depletion and amortization
7,610
—
4
7,614
Adjusted EBITDA
$
41,140
$
(72
)
$
(5,034
)
$
36,034
March 31, 2025
Net income (loss)
$
45,208
$
4,550
$
(9,505
)
$
40,253
Add (Less): equity in (earnings) loss from unconsolidated investment
—
(4,610
)
—
(4,610
)
Add: total distributions from unconsolidated investment
—
2,940
—
2,940
Add: interest expense, net
—
—
2,668
2,668
Add: depreciation, depletion and amortization
3,985
—
4
3,989
Add: asset impairments
20
—
—
20
Adjusted EBITDA
$
49,213
$
2,880
$
(6,833
)
$
45,260
Net income decreased $20.6 million as compared to the prior year quarter primarily due to the decrease in revenues and other income as discussed above, partially offset by lower interest expense during the three months ended March 31, 2026 as compared to the prior year quarter. Adjusted EBITDA decreased $9.2 million as compared to the prior year quarter primarily due to the $8.1 million decrease in Adjusted EBITDA within our Mineral Rights segment driven by the decrease in revenues and other income as discussed above and the $3.0 million decrease in Adjusted EBITDA within our Soda Ash segment driven by no distribution received from Sisecam Wyoming during the three months ended March 31, 2026.
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Distributable Cash Flow ("DCF") and Free Cash Flow ("FCF") (Non-GAAP Financial Measures)
The following table presents the three major categories of the statement of cash flows by business segment:
Operating Segments
For the Three Months Ended (In thousands)
Mineral Rights
Soda Ash
Corporate and Financing
Total
March 31, 2026
Cash flow provided by (used in)
Operating activities
$
41,827
$
(72
)
$
(8,741
)
$
33,014
Investing activities
758
(39,200
)
—
(38,442
)
Financing activities
(1,256
)
—
8,047
6,791
March 31, 2025
Cash flow provided by (used in)
Operating activities
$
43,223
$
2,880
$
(11,679
)
$
34,424
Investing activities
947
—
—
947
Financing activities
(841
)
—
(34,098
)
(34,939
)
The following table reconciles net cash provided by (used in) operating activities (the most comparable GAAP financial measure) by business segment to DCF and FCF:
Operating Segments
For the Three Months Ended (In thousands)
Mineral Rights
Soda Ash
Corporate and Financing
Total
March 31, 2026
Net cash provided by (used in) operating activities
$
41,827
$
(72
)
$
(8,741
)
$
33,014
Add: proceeds from asset sales and disposals
—
—
—
—
Add: return of long-term contract receivable
758
—
—
758
Less: capital to unconsolidated investment
—
(39,200
)
—
(39,200
)
Distributable cash flow
$
42,585
$
(39,272
)
$
(8,741
)
$
(5,428
)
Less: proceeds from asset sales and disposals
—
—
—
—
Free cash flow
$
42,585
$
(39,272
)
$
(8,741
)
$
(5,428
)
March 31, 2025
Net cash provided by (used in) operating activities
$
43,223
$
2,880
$
(11,679
)
$
34,424
Add: proceeds from asset sales and disposals
247
—
—
247
Add: return of long-term contract receivable
700
—
—
700
Distributable cash flow
$
44,170
$
2,880
$
(11,679
)
$
35,371
Less: proceeds from asset sales and disposals
(247
)
—
—
(247
)
Free cash flow
$
43,923
$
2,880
$
(11,679
)
$
35,124
Operating cash flow, DCF and FCF decreased $1.4 million, $40.8 million and $40.6 million, respectively, as compared to the prior year quarter. The discussion by segment is as follows:
•
Mineral Rights Segment
◦
Operating cash flow, DCF and FCF decreased $1.4 million, $1.6 million and $1.3 million, respectively, primarily due to lower metallurgical and thermal coal sales volumes as compared to the prior year quarter, partially offset by higher recoupments in the three months ended March 31, 2025.
•
Soda Ash Segment
◦
Operating cash flow decreased $3.0 million primarily due to the $2.9 million distribution received from Sisecam Wyoming in the first quarter of 2025 and no distribution received during the three months ended March 31, 2026. DCF and FCF each decreased $42.2 million as compared to the prior year quarter primarily due to our $39.2 million capital investment made to Sisecam Wyoming in addition to the $2.9 million distribution received in the first quarter of 2025.
•
Corporate and Financing Segment
◦
Operating cash flow, DCF and FCF each improved by $2.9 million as compared to the prior year quarter primarily due to lower cash paid for interest during the three months ended March 31, 2026 as a result of less debt outstanding.
21
Table of Contents
Liquidity and Capital Resources
Current Liquidity
As of March 31, 2026, we had total liquidity of $185.4 million, consisting of $31.5 million of cash and cash equivalents and $153.9 million of borrowing capacity under our Opco Credit Facility. We have debt service obligations, including $14.3 million of principal repayments on Opco’s senior notes, throughout the remainder of 2026. The following table calculates our leverage ratio as of March 31, 2026:
For the Three Months Ended
(In thousands)
June 30, 2025
September 30, 2025
December 31, 2025
March 31, 2026
Last 12 Months
Net income
$
34,211
$
30,905
$
30,998
$
19,619
$
115,733
Add (Less): equity in (earnings) loss from unconsolidated investment
(2,526
)
2,390
1,686
7,828
9,378
Add: total distributions from unconsolidated investment
4,900
—
—
—
4,900
Add: interest expense, net
2,380
1,779
1,157
973
6,289
Add: depreciation, depletion and amortization
3,754
3,868
3,344
7,614
18,580
Add: asset impairments
—
—
—
—
—
Adjusted EBITDA
$
42,719
$
38,942
$
37,185
$
36,034
$
154,880
Debt—at March 31, 2026
$
60,415
Leverage Ratio
0.4 x
Cash Flows
Cash flows provided by operating activities decreased $1.4 million, from $34.4 million in the three months ended March 31, 2025 to $33.0 million in the three months ended March 31, 2026, primarily due to decreased cash flow within our Mineral Rights and Soda Ash segments, as discussed above, partially offset by lower cash paid for interest by our Corporate and Financing segment.
Cash flows used in investing activities increased $39.4 million, from $0.9 million provided by investing activities in the three months ended March 31, 2025 to $38.4 million used by investing activities the three months ended March 31, 2026 primarily due to a $39.2 million capital investment made to Sisecam Wyoming in the first quarter of 2026.
Cash flows provided by financing activities increased $41.7 million, from $34.9 million used by financing activities in the three months ended March 31, 2025 to $6.8 million provided by financing activities in the three months ended March 31, 2026 due to the following:
•
$27.5 million increased debt borrowings during the three months ended March 31, 2026 as compared to the prior year period;
•
$14.5 million less cash used for common unit distributions primarily as a result of a lower special distribution paid during the three months ended March 31, 2026 as compared to the prior year period; and,
•
$3.0 million less cash used for debt repayments in 2026 as compared to 2025.
These decreases in cash flow used were partially offset by $3.3 million of increased cash used for other items, net in 2026 as compared to 2025.
22
Table of Contents
Capital Resources and Obligations
Debt, Net
We had the following debt outstanding as of March 31, 2026 and December 31, 2025:
March 31,
December 31,
(In thousands)
2026
2025
Current portion of long-term debt, net
$
14,234
$
14,198
Long-term debt, net
46,084
18,884
Total debt, net
$
60,318
$
33,082
We have been and continue to be in compliance with the terms of the financial covenants contained in our debt agreements. For additional information regarding our debt and the agreements governing our debt, including the covenants contained therein, see Note 8. Debt, Net to the Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Off-Balance Sheet Transactions
We do not have any off-balance sheet arrangements with unconsolidated entities or related parties and accordingly, there are no off-balance sheet risks to our liquidity and capital resources from unconsolidated entities.
Related Party Transactions
The information required is set forth under Note 10. Related Party Transactions to the Consolidated Financial Statements and is incorporated herein by reference.
Summary of Critical Accounting Estimates
The preparation of Consolidated Financial Statements in conformity with generally accepted accounting principles in the United States of America requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. There have been no significant changes to our critical accounting estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
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. We do not expect the adoption of this guidance to have a material impact on our Consolidated Financial Statements.
23
Table of Contents
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk, which includes adverse changes in commodity prices and interest rates as discussed below:
Commodity Price Risk
Our revenues, operating results, financial condition and ability to borrow funds or obtain additional capital depend on prevailing commodity prices. Historically, coal prices have been volatile, with prices fluctuating widely, and are likely to continue to be volatile. Depressed prices in the future would have a negative impact on our future financial results. In particular, substantially lower prices would significantly reduce revenues and could potentially trigger an impairment of our coal properties or a violation of certain financial debt covenants. Because substantially all our reserves are coal, changes in coal prices have a more significant impact on our financial results.
We are dependent upon the effective marketing of the coal mined by our lessees. Our lessees sell the coal under various long-term and short-term contracts as well as on the spot market. Current conditions in the coal industry may make it difficult for our lessees to extend existing contracts or enter into supply contracts with terms of one year or more. Our lessees' failure to negotiate long-term contracts could adversely affect the stability and profitability of our lessees' operations and adversely affect our future financial results. If more coal is sold on the spot market, coal royalty revenues may become more volatile due to fluctuations in spot coal prices.
The market price of soda ash and energy costs directly affect the profitability of Sisecam Wyoming's operations. If the market price for soda ash declines, Sisecam Wyoming's sales revenues will decrease. Historically, the global market and, to a lesser extent, the domestic market for soda ash have been volatile and are likely to remain volatile in the future. Currently soda ash prices are severely declined and Sisecam Wyoming suspended distributions in the third quarter of 2025. We cannot predict whether or when soda ash prices will recover to a level at which Sisecam Wyoming with resume distributions.
Interest Rate Risk
Our exposure to changes in interest rates results from our borrowings under the Opco Credit Facility, which is subject to variably interest rates based upon SOFR. At March 31, 2026, we had $46.1 million in borrowings outstanding under the Opco Credit Facility. If interest rates were to increase by 1%, annual interest expense would increase approximately $0.5 million, assuming the same principal amount remained outstanding during the year.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
NRP carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of NRP management, including the Chief Executive Officer and Chief Financial Officer of the general partner of the general partner of NRP. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures are effective in providing reasonable assurance that (a) the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (b) such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Changes in the Partnership ’ s Internal Control Over Financial Reporting
There were no material changes in the Partnership’s internal control over financial reporting during the first three months of 2026 that materially affected, or were reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
24
Table of Contents
PART II
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are involved in various legal proceedings arising in the ordinary course of business. While the ultimate results of these proceedings cannot be predicted with certainty, we believe these ordinary course matters will not have a material effect on our financial position, liquidity or operations.
ITEM 1A. RISK FACTORS
During the period covered by this report, there were no material changes from the risk factors previously disclosed in Natural Resource Partners L.P.’s Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibit
Number
Description
3.1
Fifth Amended and Restated Agreement of Limited Partnership of Natural Resource Partners L.P., dated as of March 2, 2017 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on March 6, 2017).
3.2
Fifth Amended and Restated Agreement of Limited Partnership of NRP (GP) LP, dated as of December 16, 2011 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on December 16, 2011).
3.3
Fifth Amended and Restated Limited Liability Company Agreement of GP Natural Resource Partners LLC, dated as of October 31, 2013 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on October 31, 2013).
3.4
Certificate of Limited Partnership of Natural Resource Partners L.P. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed April 19, 2002, File No. 333-86582).
31.1*
Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley.
31.2*
Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley.
32.1**
Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350.
32.2**
Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350.
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
*
Filed herewith
**
Furnished herewith
25
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned and thereunto duly authorized.
NATURAL RESOURCE PARTNERS L.P.
By:
NRP (GP) LP, its general partner
By:
GP NATURAL RESOURCE
PARTNERS LLC, its general partner
Date: May 6, 2026
By:
/s/ Corbin J. Robertson, Jr.
Corbin J. Robertson, Jr.
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Date: May 6, 2026
By:
/s/ Christopher J. Zolas
Christopher J. Zolas
Chief Financial Officer
(Principal Financial and Accounting Officer)
26
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.