Ramaco Resources Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. ___)

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Filed by a Party other than the Registrant☐

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☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under Exchange Act Rule 14a-12

Ramaco Resources, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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**Ramaco Resources, Inc.

Notice of Annual Meeting of Shareholders

to be held on June 26, 2025

and Proxy Statement

April 30, 2025

Dear Fellow Shareholders:

We are pleased to invite you to attend our annual shareholder meeting, which is scheduled to be held on June 26, 2025, at 1:30 p.m. Eastern Time. The annual shareholder meeting will be completely virtual this year. You may attend the meeting, submit questions and vote your shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/METC2025. You will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card to enter the meeting. We recommend that you log in at least 15 minutes before the meeting to ensure you are logged in when the meeting starts.

As explained in the enclosed Proxy Statement, at this year’s meeting you will be asked to voteFOR the election of four directors,FOR theratification of the selection of Grant Thornton LLP as our independent registered public accounting firm for 2025, and to participate in advisory votes to approve our executive compensation.

Your vote is very important to us – participate in the future of Ramaco Resources and exercise your shareholder right by voting your shares right away.

Only shareholders of record of our Class A common stock and Class B common stock (together, the “Common Stock”) at the close of business on April 29, 2025, or their proxy holders, may vote at the meeting. Attendance at the meeting is limited to shareholders of our Common Stock or their proxy holders and Ramaco Resources’ guests. Only shareholders of our Common Stock or their valid proxy holders may address the meeting.

Please review the proxy card for the instructions on how you can vote your shares over the internet, by telephone or by mail. It is important that all Ramaco Resources’ shareholders, regardless of the number of shares of Common Stock owned, participate in the affairs of the Company.

Thank you for your continued interest in Ramaco Resources.

Sincerely,

Randall W. Atkins Chief Executive Officer and Chairman of the Board of Directors

2025 Proxy Statement

Table of Contents

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250 West Main Street, Suite 1900

Lexington, Kentucky 40507

Notice of Annual Meeting of Shareholders

Dear Shareholders:

You are cordially invited to attend the 2025 Annual Meeting of Shareholders of Ramaco Resources, Inc. (herein referred to as the “Company,” “Ramaco Resources,” “us,” “our,” and “we”). This is your notice for the meeting. The 2025 Annual Meeting of Shareholders will be conducted solely virtually, on the below date and time, via live audio webcast. You or your proxyholder may participate and vote at the Annual Meeting by visiting www.virtualshareholdermeeting.com/METC2025 and using your 16-digit control number.

TIME AND DATE

1:30 p.m. Eastern Time on June 26, 2025 (the “Annual Meeting”).

LOCATION

www.virtualshareholdermeeting.com/METC2025

ITEMS OF BUSINESS

RECORD DATE

Shareholders of record of our Class A common stock and Class B common stock (together, the “Common Stock”) at the close of business on April 29, 2025, are entitled to vote on the matters presented at the Annual Meeting.

PROXY VOTING

Our Board of Directors is soliciting proxies from holders of our Common Stock to be voted at the Annual Meeting of Shareholders. Each share of Common Stock entitles the holder to one vote. You may vote either by attending the virtual meeting online or by proxy. For specific voting information, please see “Frequently Asked Questions About Voting” beginning on page 1 of the Proxy Statement that follows. Whether or not you plan to attend the virtual meeting, we hope you will vote as soon as possible. You may vote by proxy over the Internet at http://www.proxyvote.com or by telephone at 1-800-690-6903, or, if you requested paper copies of the proxy materials, you can also vote by mail by following the instructions on the proxy card or voting instruction card. Voting over the Internet, by telephone or by written proxy or voting instruction card will ensure your representation at the meeting regardless of whether you attend the virtual meeting.

In accordance with the Securities and Exchange Commission’s “notice and access” model, we are providing our Notice of Annual Meeting of Shareholders, Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2024, to you online with paper copies available, free of charge, upon request.

On or about April 30, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials detailing how to access the proxy materials electronically and how to submit your proxy via the Internet. The Notice of Internet Availability of Proxy Materials also provides instructions on how to request and obtain paper copies of the proxy materials and proxy card or voting instruction form, as applicable. We believe this process provides our shareholders with a convenient way to access the proxy materials and submit their proxies online, while allowing us to reduce our environmental impact as well as the costs of printing and distribution.

Sincerely, Randall W. Atkins Chief Executive Officer and Chairman of the Board of Directors

April 30, 2025

**Important Notice Regarding the Availability of Proxy Materials

for the Annual Shareholder Meeting to be Held on June 26, 2025:

**The Notice of Annual Meeting of Shareholders, Proxy Statement and 2024 Annual Report to

Shareholders are available electronically at www.proxyvote.com

2025 Proxy Statement

**RAMACO RESOURCES, INC.

250 West Main Street, Suite 1900

Lexington, Kentucky 40507

(859) 244-7455

Proxy Statement