Ramaco Resources, Inc.
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 5, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 1. Financial Statements
Unaudited Condensed Consolidated Balance Sheets
| | | | | | | |
|---|---|---|---|---|---|---|
| · · · · | ||||||
| In thousands, except share and per share information · · June 30, 2026 · · December 31, 2025 | ||||||
| Assets · · · · · | ||||||
| Current assets · · · · · | ||||||
| Cash and cash equivalents | | $282,535 | | $440,347 | ||
| Accounts receivable | | 60,747 | | 54,354 | ||
| Inventories | | 100,367 | | 87,155 | ||
| Prepaid expenses and other | | 16,992 | | 15,750 | ||
| Total current assets | | 460,641 | | 597,606 | ||
| Property, plant, and equipment, net | | 533,200 | | 511,943 | ||
| Financing lease right-of-use assets, net | | | 13,703 | | | 15,763 |
| Advanced coal royalties | | 6,519 | | 5,815 | ||
| Other | | 10,615 | | 9,442 | ||
| Total Assets | | $1,024,678 | | $1,140,569 | ||
| Liabilities and Stockholders' Equity | | | | | | |
| Liabilities | | | | | | |
| Current liabilities | | | | | | |
| Accounts payable | | $49,964 | | $41,600 | ||
| Accrued liabilities | | 50,091 | | 54,724 | ||
| Current portion of asset retirement obligations | | 997 | | 1,797 | ||
| Current portion of long-term debt | | — | | 56 | ||
| Current portion of financing lease obligations | | | 7,446 | | | 7,281 |
| Insurance financing liability | | | 341 | | | 4,042 |
| Total current liabilities | | 108,839 | | 109,500 | ||
| Long-term asset retirement obligations | | 34,754 | | 33,122 | ||
| Long-term financing lease obligations | | | 8,162 | | 10,184 | |
| Long-term debt, net | | | 452,810 | | 451,361 | |
| Deferred tax liability, net | | 34,306 | | 44,309 | ||
| Other long-term liabilities | | | 9,740 | | | 8,527 |
| Total liabilities | | 648,611 | | | 657,003 | |
| | | | | | | |
| Commitments and contingencies | | | | | ||
| | | | | | | |
| Stockholders' Equity | | | | | | |
| Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued or outstanding | | — | | — | ||
| Class A common stock, $0.01 par value, 225,000,000 shares authorized, 56,397,405 issued and 51,839,001 outstanding at June 30, 2026, and 55,170,042 issued and outstanding at December 31, 2025 | | | 457 | | | 445 |
| Class B common stock, $0.01 par value, 35,000,000 shares authorized, 11,506,082 at June 30, 2026 and 10,998,695 at December 31, 2025 shares issued and outstanding | | | 111 | | | 106 |
| Additional paid-in capital | | 475,891 | | 483,326 | ||
| Treasury stock, at cost: 4,558,404 shares at June 30, 2026 and zero at December 31, 2025 | | | (66,343) | | | — |
| Retained earnings (accumulated deficit) | | (34,049) | | (311) | ||
| Total stockholders' equity | | 376,067 | | 483,566 | ||
| Total Liabilities and Stockholders' Equity | | $1,024,678 | | $1,140,569 | ||
| | | | | | | |
Unaudited Condensed Consolidated Statements of Operations
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended June 30, · · Six months ended June 30, | ||||||||||||
| In thousands, except per-share amounts · · 2026 · · 2025 · · 2026 · · 2025 | ||||||||||||
| | | | | | | | | | | | | |
| Revenue | $144,799 | $152,959 | $266,412 | $287,615 | ||||||||
| | | | | | | | | | | | | |
| Costs and expenses | | | | | | | | | | | | |
| Cost of sales (exclusive of items shown separately below) | | 128,176 | | 134,182 | | 236,690 | | 248,314 | ||||
| Asset retirement obligations accretion | | 483 | | 402 | | 989 | | 804 | ||||
| Depreciation, depletion, and amortization | | 16,811 | | 17,038 | | 33,424 | | 34,580 | ||||
| Selling, general, and administrative | | 17,577 | | 15,181 | | 37,862 | | 29,783 | ||||
| Total costs and expenses | | 163,047 | | 166,803 | | 308,965 | | 313,481 | ||||
| | | | | | | | | | | | | |
| Operating income (loss) | | (18,248) | | (13,844) | | (42,553) | | (25,866) | ||||
| | | | | | | | | | | | | |
| Other income (expense), net | | 189 | | 658 | | 674 | | 1,163 | ||||
| Interest expense, net | | (1,519) | | (2,818) | | (1,853) | | (5,048) | ||||
| | | | | | | | | | | | | |
| Income (loss) before tax | | (19,578) | | (16,004) | | (43,732) | | (29,751) | ||||
| Income tax benefit (expense) | | 4,163 | | 2,030 | | 9,998 | | 6,320 | ||||
| Net income (loss) | | $(15,415) | | $(13,974) | | $(33,734) | | $(23,431) | ||||
| | | | | | | | | | | | | |
| Earnings (loss) per common share * | | | | | | | | | | | | |
| Basic - Class A | | $(0.26) | | $(0.29) | | $(0.56) | | $(0.48) | ||||
| Basic - Class B | | $(0.13) | | $(0.12) | | $(0.28) | | $(0.31) | ||||
| | | | | | | | | | | | | |
| Diluted - Class A | | $(0.26) | | $(0.29) | | $(0.56) | | $(0.48) | ||||
| Diluted - Class B | | $(0.13) | | $(0.12) | | $(0.28) | | $(0.31) | ||||
| | | | | | | | | | | | | |
| * Refer to Notes 7 and 11 for dividends and earnings per common share information | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Unaudited Condensed Consolidated Statements of Stockholders’ Equity
| | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Class A · · Class B · · Additional · · · · · Total | |||||||||||||||||
| · Common · · Common · Paid- · · Treasury · Retained · Stockholders' | |||||||||||||||||
| In thousands · · Stock · · Stock · · in Capital · · Stock · Earnings · · Equity | |||||||||||||||||
| Balance at January 1, 2026 | | $445 | | $106 | | $483,326 | | $— | $(311) | | $483,566 | ||||||
| Stock-based compensation | | 12 | | 2 | | 4,077 | | — | — | | 4,091 | ||||||
| Shares surrendered for withholding taxes payable | | | (1) | | | — | | | (15,470) | | | — | | — | | | (15,471) |
| Stock options exercised | | | 2 | | | — | | | (2,148) | | | — | | — | | (2,146) | |
| Non-cash dividends declared and distributed | | | — | | | 2 | | | — | | | — | | (2) | | | — |
| Cash dividend equivalent units | | | — | | | — | | | 314 | | | — | | — | | | 314 |
| Common stock repurchases | | | — | | | — | | | — | | | (15,031) | | — | | | (15,031) |
| Net income (loss) | | — | | — | | — | | — | (18,319) | | (18,319) | ||||||
| Balance at March 31, 2026 | | | 458 | | | 110 | | | 470,099 | | | (15,031) | | (18,632) | | | 437,004 |
| Stock-based compensation | | — | | — | | 5,792 | | | | — | | 5,792 | |||||
| Common stock repurchases and related expenses | | | — | | | — | | — | | | (51,312) | — | | (51,312) | |||
| Non-cash dividends declared and distributed | | | — | | | 1 | | | — | | | — | | (2) | | | (1) |
| Restricted shares surrendered | | | (1) | | | — | | | — | | | — | | — | | | (1) |
| Net income (loss) | | — | | — | | — | | | — | (15,415) | | (15,415) | |||||
| Balance at June 30, 2026 | | | 457 | | | 111 | | | 475,891 | | | (66,343) | | (34,049) | | | 376,067 |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| Balance at January 1, 2025 | | $438 | | $95 | | $292,739 | | $— | $69,534 | | $362,806 | ||||||
| Stock-based compensation | | 6 | | | 1 | | 3,354 | | | — | — | | 3,361 | ||||
| Shares surrendered for withholding taxes payable | | | — | | | — | | | (2,680) | | | — | | — | | | (2,680) |
| Cash dividends and dividend equivalents declared | | | — | | | — | | | — | | | — | | (1,854) | | | (1,854) |
| Non-cash dividends declared and distributed | | | — | | | 7 | | | 12,899 | | | — | | (6,556) | | | 6,350 |
| Non-cash dividends declared but not distributed | | | — | | | — | | | — | | | — | | (3,278) | | | (3,278) |
| Net income (loss) | | — | | | — | | — | | | — | (9,457) | | (9,457) | ||||
| Balance at March 31, 2025 | | | 444 | | | 103 | | | 306,312 | | | — | | 48,389 | | | 355,248 |
| Stock-based compensation | | | — | | | — | | | 4,751 | | | | | — | | | 4,751 |
| Cash dividends and dividend equivalents declared | | — | | | — | | — | | | | (1,864) | | (1,864) | ||||
| Non-cash dividends declared and distributed | | | — | | | — | | 3,278 | | | | — | | 3,278 | |||
| Net income (loss) | | — | | | — | | — | | | | (13,974) | | (13,974) | ||||
| Balance at June 30, 2025 | | | 444 | | | 103 | | | 314,341 | | | | | 32,551 | | | 347,439 |
Unaudited Condensed Consolidated Statements of Cash Flows
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Six months ended June 30, | ||||||
| In thousands · · 2026 · · 2025 | ||||||
| Cash flows from (used in) operating activities: · · · · | ||||||
| Net income (loss) | | $(33,734) | | $(23,431) | ||
| Adjustments to reconcile net income (loss) to net cash from (used in) operating activities: | | | | | | |
| Accretion of asset retirement obligations | | 989 | | 804 | ||
| Depreciation, depletion, and amortization | | 33,424 | | 34,580 | ||
| Amortization of debt issuance costs | | 1,852 | | 711 | ||
| Stock-based compensation | | 9,883 | | 8,113 | ||
| (Gain)/loss on disposal of assets | | | (448) | | | — |
| Deferred income taxes | | (10,003) | | (6,338) | ||
| Changes in operating assets and liabilities: | | | | | | |
| Accounts receivable | | (6,393) | | 17,639 | ||
| Prepaid expenses and other current assets | | (1,612) | | 6,158 | ||
| Inventories | | (13,212) | | (15,952) | ||
| Other assets and liabilities | | (43) | | (789) | ||
| Accounts payable | | 3,692 | | 7,491 | ||
| Accrued liabilities | | (6,825) | | (7,207) | ||
| Net cash from (used in) operating activities | | (22,430) | | 21,779 | ||
| | | | | | | |
| Cash flows from (used in) investing activities: | | | | | | |
| Capital expenditures | | (44,630) | | (35,461) | ||
| Capitalized interest | | | (791) | | | (713) |
| Other | | | 1,043 | | | (181) |
| Net cash used in investing activities | | | (44,378) | | | (36,355) |
| | | | | | | |
| Cash flows from (used in) financing activities: | | | | | | |
| Proceeds from borrowings | | — | | 47,000 | ||
| Repayment of borrowings | | (56) | | (22,196) | ||
| Purchase of treasury shares | | | (65,934) | | | — |
| Payment of dividends | | | — | | | (4,340) |
| Repayments of insurance financing | | | (3,701) | | | (3,874) |
| Repayments of equipment finance leases | | | (3,442) | | | (4,146) |
| Payment of debt issuance costs | | | (252) | | | (67) |
| Shares surrendered for withholding taxes payable | | | (17,619) | | | (2,680) |
| Net cash from (used in) financing activities | | (91,004) | | 9,697 | ||
| | | | | | | |
| Net change in cash and cash equivalents and restricted cash | | (157,812) | | (4,879) | ||
| Cash and cash equivalents and restricted cash, beginning of period | | 441,168 | | 33,823 | ||
| Cash and cash equivalents and restricted cash, end of period | | $283,356 | | $28,944 | ||
| | | | | | | |
| Cash and cash equivalents | | | 282,535 | | | 28,130 |
| Restricted cash | | | 821 | | | 814 |
| Total cash, cash equivalents and restricted cash | | | 283,356 | | | 28,944 |
| | | | | | | |
| Supplemental cash flow information: | | | | | | |
| Cash paid for interest (net of amounts capitalized) | | $6,097 | | $3,615 | ||
| Non-cash investing and financing activities: | | | | | | |
| Leased assets under financing leases | | 1,483 | | 10,908 | ||
| Capital expenditures included in accounts payable and accrued liabilities | | 18,982 | | 12,153 | ||
| Accrued dividends and dividend equivalents payable | | 314 | | 32 | ||
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 1—BUSINESS AND BASIS OF PRESENTATION
Ramaco Resources, Inc. (the “Company,” “Ramaco,” “we,” “us,” or “our”) is a Delaware corporation formed in October 2016. Our principal corporate and executive offices are located in Lexington, Kentucky with operational offices in Charleston, West Virginia and Sheridan, Wyoming. The Company is an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia, and is exploring a coal, rare earth, and other critical minerals project in Wyoming. Our metallurgical coal development portfolio primarily includes the following properties: Elk Creek, Berwind, Knox Creek, and Maben. We believe each of these properties possesses geologic and logistical advantages that make our coal among the lowest delivered-cost U.S. metallurgical coal to our domestic customer base, North American blast furnace steel mills and coke plants, as well as to international metallurgical coal consumers. In mid-2025, we held a ribbon cutting and groundbreaking event at our rare earth element and other critical mineral exploration stage property near Sheridan, Wyoming (the “Brook Mine”). The Brook Mine is currently an exploration stage property with respect to its rare earth element and other critical mineral operations. The Brook Mine initially produced representative material to serve as feedstock for testing, with the goal of eventually demonstrating the viability of processing rare earth elements and other critical minerals and establishing mineral reserves. There is no assurance that we will be able to successfully develop the Brook Mine into a commercial scale mine, and there is no certainty that any part of the inferred mineral resources estimated will be converted into higher confidence mineral resources and eventually mineral reserves in the future. Contiguous to the Brook Mine, the Company operates a carbon research facility related to the production of advanced carbon products and materials from coal. The Company’s operations are organized intotwo reportable segments: Metallurgical Coal and Rare Earths and Critical Minerals. See Note 12 for additional information.
Basis of Presentation—These interim financial statements are unaudited and have been prepared pursuant to the rules and regulations of the SEC regarding interim financial reporting. Certain prior year amounts have been reclassified to conform to the current year presentation. Certain disclosures have been condensed or omitted from these financial statements. Accordingly, they do not include all the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report.
In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the Company’s financial position as of June 30, 2026, as well as the results of operations and cash flows for all periods presented. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the condensed consolidated financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results. Intercompany balances and transactions between consolidated entities have been eliminated.
There were no material changes to the Company’s significant accounting policies during the six months ended June 30, 2026.
Recent Accounting Pronouncements—In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03,Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses(“ASU 2024-03”). The amendments in ASU 2024-03 require public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory, employee compensation, and depreciation, amortization, and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective starting with the Company’s 2027 annual financial statements and on a quarterly basis thereafter. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the extent to which its disclosures will be affected by ASU 2024-03.
In December 2025, the FASB issued ASU 2025-10,Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities(“ASU 2025-10”), which provides updated guidance on how to recognize, measure, and present government grants. ASU 2025-10 is effective starting with the Company’s 2029 annual financial statements and on a quarterly basis thereafter, with early adoption permitted. The Company is currently evaluating the effect of this update on our consolidated financial statements.
NOTE 2—CASH & CASH EQUIVALENTS
Cash & cash equivalents consisted of the following:
| · · · · · · | ||||
|---|---|---|---|---|
| (In thousands) | | June 30, 2026 | | December 31, 2025 |
| Cash | | $60,031 | | $35,635 |
| U.S. Treasury securities | | 222,504 | | 404,712 |
| Total cash & cash equivalents | | $282,535 | | $440,347 |
U.S. Treasury securities held by the Company represent Level 1 securities within the fair value hierarchy and are measured at fair value.
NOTE 3—INVENTORIES
Inventories consisted of the following:
| | | | | | | |
|---|---|---|---|---|---|---|
| (In thousands) · · June 30, 2026 · · December 31, 2025 | ||||||
| Raw coal | | $44,817 | | $31,689 | ||
| Saleable coal | | | 47,610 | | | 48,522 |
| Supplies | | 7,940 | | 6,944 | ||
| Total inventories | | $100,367 | | $87,155 | ||
NOTE 4—PROPERTY, PLANT AND EQUIPMENT
Property, plant, and equipment, net consisted of the following:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · | ||||||
| (In thousands) · · June 30, 2026 · · December 31, 2025 | ||||||
| Plant and equipment | | $378,177 | | $390,359 | ||
| Mining property and mineral rights | | | 139,232 | | | 139,077 |
| Construction in process | | 37,476 | | 22,264 | ||
| Capitalized mine development costs | | 237,160 | | 221,852 | ||
| Less: accumulated depreciation, depletion, and amortization | | (258,845) | | (261,609) | ||
| Total property, plant, and equipment, net | | $533,200 | | $511,943 | ||
Depreciation, depletion, and amortization included:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | |
| · · Three months ended June 30, · · Six months ended June 30, | ||||||||||||
| (In thousands) · · 2026 · · 2025 · · 2026 · · 2025 | ||||||||||||
| Depreciation of plant and equipment | | $11,192 | | $10,893 | | $22,422 | | $21,258 | ||||
| Amortization of right of use assets (finance leases) | | | 1,762 | | | 2,002 | | | 3,461 | | | 3,894 |
| Amortization and depletion of capitalized | | | | | | | | | | | | |
| mine development costs and mineral rights | | 3,857 | | 4,143 | | 7,541 | | 9,428 | ||||
| Total depreciation, depletion, and amortization | | $16,811 | | $17,038 | | $33,424 | | $34,580 | ||||
NOTE 5—DEBT
Outstanding debt consisted of the following:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | | | | | |
| (In thousands) · · June 30, 2026 · · December 31, 2025 | ||||||
| Equipment loans | | $— | | $56 | ||
| Senior Notes, net | | 117,184 | | 116,592 | ||
| Convertible Senior Notes, net | | | 335,626 | | | 334,769 |
| Total debt | | | 452,810 | | | 451,417 |
| Current portion of long-term debt | | — | | 56 | ||
| Total long-term debt | | $452,810 | | $451,361 | ||
9.00% Senior Unsecured Notes due 2026—On July 13, 2021, we completed an offering of $34.5 million, in the aggregate, of the Company’s 9.00% Senior Unsecured Notes due 2026 (the “2026 Senior Notes”). The outstanding principal was repaid in full on July 31, 2025 with the proceeds from the issuance of 8.250% Senior Unsecured Notes due 2030 described below.
*8.375% Senior Unsecured Notes due 2029—*On November 27, 2024, the Company completed an offering of $50.0 million, in the aggregate, of 8.375% Senior Unsecured Notes due 2029 and on December 11, 2024, the Company closed on an additional $7.5 million of aggregate principal amount of 2029 Senior Notes (collectively, the “2029 Senior Notes”). The 2029 Senior Notes mature on November 30, 2029, unless redeemed prior to maturity. The 2029 Senior Notes bear interest at a rate of 8.375% per annum, payable quarterly in arrears on the 30th day of January, April, July and October of each year, commencing on January 30, 2025. The Company may redeem the 2029 Senior Notes in whole or in part, at the Company’s option, at any time on or after November 30, 2026, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to, but not including, the date of redemption.
Issuance-related costs for the 2029 Senior Notes included underwriters’ fees, attorney, accounting and filing costs totaled $3.1 million. These costs are reported as a debt discount which is being amortized over the term of the 2029 Senior Notes using the effective interest method. The outstanding principal remains at $57.5 million; however, the balance of the Senior Notes due 2029 reported at June 30, 2026 was $55.2 million, which is net of unamortized issuance-related costs of $2.3 million. The effective interest rate is approximately 9.78%.
*8.250% Senior Unsecured Notes due 2030—*On July 31, 2025, the Company completed a public offering of 8.250% Senior Unsecured Notes due 2030 having an aggregate principal amount of $57.0 million with an option for the underwriters to purchase an additional $8.0 million of aggregate principal which was exercised by the underwriters on August 1, 2025 (collectively, the “2030 Senior Notes”). The 2030 Senior Notes mature on July 31, 2030, unless redeemed prior to maturity and bear interest at a rate of 8.25% per annum, payable quarterly in arrears on the 30th day of January, April, July and October of each year, commencing on October 30, 2025. The Company may redeem the 2030 Senior Notes in whole or in part, at the Company’s option, at any time on or after July 31, 2027, or upon certain change of control events, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to, but not including, the date of redemption. The net proceeds from the offering of the 2030 Senior Notes were used to redeem all of the Company’s outstanding 2026 Senior Notes, with remaining proceeds to be used for general corporate purposes.
Issuance-related costs for the 2030 Senior Notes included underwriters’ fees, attorney, accounting and filing costs totaled $3.5 million. These costs are reported as a debt discount which is being amortized over the term of the 2030 Senior Notes using the effective interest method. The outstanding principal remains at $65.0 million; however, the balance of the Senior Notes due 2030 reported at June 30, 2026 was $62.0 million, which is net of unamortized issuance-related costs of $3.0 million. The effective interest rate is approximately 9.62%.
*0.0% Convertible Senior Notes due 2031—*On November 4, 2025, the Company completed a public offering of 0.0% Convertible Senior Notes due 2031, having an aggregate principal amount of $300.0 million with an option for the underwriters to purchase an additional $45.0 million of aggregate principal which was exercised by the underwriters on November 5, 2025 (collectively, the “2031 Convertible Senior Notes”). The 2031 Convertible Senior Notes do not bear
regular interest and the principal amount does not accrete. The 2031 Convertible Senior Notes mature on November 1, 2031, unless earlier repurchased, redeemed or converted.
Before August 1, 2031, noteholders will have the right to convert their 2031 Convertible Senior Notes only upon the occurrence of certain events. From and after August 1, 2031, noteholders may convert their 2031 Convertible Senior Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at the Company’s election. The initial conversion rate will be 30.5460 shares of the Class A Common Stock per $1,000 principal amount of 2031 Convertible Senior Notes, which represents an initial conversion price of approximately $32.74 per share of the Class A common stock.
The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, upon a Make-Whole Fundamental Change (as defined in the indenture governing the 2031 Convertible Senior Notes), the conversion rate may be increased for a specified period of time based on the trading price of the Company’s Class A common stock. The maximum increase to the conversion rate in such an event is 41.2371 shares per $1,000 principal amount, which results in up to approximately 14,226,800 additional shares if all 2031 Convertible Senior Notes are converted during such period and fully settled in shares.
The 2031 Convertible Senior Notes are redeemable, in whole or in part, at the Company’s option at any time on or after November 6, 2028, and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Class A common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days during the 30 consecutive trading days ending on the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such redemption notice. In addition, calling (or the deemed calling of) any convertible note for redemption will constitute a Make-Whole Fundamental Change with respect to that convertible note, in which case the conversion rate will be increased in certain circumstances if it is converted after it is called for redemption.
The Company accounted for the 2031 Convertible Senior Notes as a single liability instrument, presented withinLong-term debt, neton the Consolidated Balance Sheets.
Issuance-related costs for the 2031 Convertible Senior Notes included underwriters’ fees, attorney, accounting and filing costs totaled $10.5 million. These costs are reported as a debt discount which is being amortized over the term of the 2031 Convertible Senior Notes using the effective interest method. The outstanding principal remains at $345.0 million; however, the balance of the 2031 Convertible Senior Notes reported at June 30, 2026 was $335.6 million, which is net of unamortized issuance-related costs of $9.4 million. The effective interest rate is approximately 0.52%.
Revolving Credit Facility— On December 30, 2025, the Company entered into a Third Amended and Restated Credit and Security Agreement (the “Credit Agreement”), which includes KeyBank National Association (“KeyBank”) and multiple lending parties, in order to, among other things, extend the maturity date and increase the size of the facility. The amended facility (the “Revolving Credit Facility”) has a maturity date of December 30, 2030 (subject to a springing maturity tied to convertible indebtedness), and provides an initial aggregate revolving commitment of $350.0 million as well as an accordion feature to increase the size by an additional $150.0 million subject to certain terms and conditions set forth in the Credit Agreement.
The borrowing base of the amended facility as of June 30, 2026 was $117.6 million based on eligible accounts receivable and inventory collateral and reserve requirements. There wereno outstanding borrowings on the Revolving Credit Facility at June 30, 2026.
Revolving loans under the amended facility bear interest at either the base rate plus 2.0% or the Secured Overnight Financing Rate plus 2.5%. The base rate equals the highest of the administrative agent’s prime rate, the Federal Funds Effective Rate plus 0.5%, or 3.0%. The Company will also pay an unused commitment fee of 0.375% per annum on the unused portion of the commitments and customary letter of credit fees.
The terms of the Revolving Credit Facility include affirmative, negative and financial covenants that are customary for credit facilities of this type, including (among other things) covenants limiting the ability of the Company to incur additional indebtedness, make investments or loans, incur liens, consummate mergers and similar fundamental changes, make restricted payments, and enter into transactions with affiliates. Certain of these covenants may indirectly constrain the Company’s working capital. The terms of the facility also require the Company to maintain certain covenants, including a fixed charge coverage ratio and compensating balance requirements. A fixed charge coverage ratio of not less than 1.10:1.00 must be maintained by the Company during any period when excess availability is less than 12.5% of the maximum borrowing amount, tested as of quarter-end for the trailing four fiscal quarters. In addition, the Company must maintain an average daily cash balance of $5.0 million, as determined on a monthly basis, in a dedicated account as well as an additional $1.5 million and $1.0 million in separate dedicated accounts to assure future credit availability. At June 30, 2026, the Company was in compliance with all debt covenants under the Revolving Credit Facility. The Company’s obligations under the Revolving Credit Facility are secured by a first-priority security interest in substantially all of the personal property of the Company and its subsidiaries that are loan parties, subject to certain exceptions and permitted liens; collateral expressly excludes any owned or leased real property or any improvements or fixtures thereon, and any owned or leased machinery and equipment and any proceeds thereof.
Under the Credit Agreement, dividends and other distributions in respect of equity interests (including share repurchases and redemptions, but excluding stock dividends and stock splits payable solely in equity interests) are generally restricted unless (i) no default or event of default exists immediately before or after giving effect to such distribution and (ii) excess availability exceeds 20% of the maximum borrowing amount for the 30-day periods immediately before and immediately after such distribution. The Credit Agreement also permits the Company’s subsidiaries to make distributions to a loan party or, in certain cases, to the direct parent of such subsidiary so long as such parent is a direct or indirect wholly owned subsidiary of such loan party. Certain transactions related to permitted convertible notes, including related bond hedge transactions, are excluded from these distribution restrictions.
*Fair Value—*The Company’s 2029 Senior Notes had an estimated fair value of $58.7 million and $58.3 million at June 30, 2026 and December 31, 2025, respectively. The Company’s 2030 Senior Notes had an estimated fair value of $66.0 million and $65.7 million at June 30, 2026 and December 31, 2025, respectively. The Company’s 2031 Convertible Senior Notes had an estimated fair value of $256.2 million and $292.9 million at June 30, 2026 and December 31, 2025, respectively. The fair values of the Company’s debt instruments were based on publicly traded market prices and were considered a Level 2 measurement based on trading volumes. The difference between the fair value and carrying amount of the Company’s remaining debts is not material due to the similarity between the terms of the debt agreements and prevailing market terms available to the Company.
*Other—*Lease obligations and liabilities related to insurance premium financing are excluded from the disclosures above.
NOTE 6—ACCRUED LIABILITIES AND OTHER LONG-TERM LIABILITIES
Accrued liabilities consisted of the following:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | | | | | |
| (In thousands) · · June 30, 2026 · · December 31, 2025 | ||||||
| Accrued payables | | $23,653 | | $23,652 | ||
| Accrued compensation | | | 15,838 | | | 20,188 |
| Accrued sales-related taxes | | | 3,529 | | | 2,360 |
| Accrued dividends | | 172 | | | 1,467 | |
| Other accrued | | 6,899 | | 7,058 | ||
| Total accrued liabilities | | $50,091 | | $54,724 | ||
Self-Insurance—The Company is self-insured for certain losses relating to workers’ compensation claims and occupational disease obligations under the Federal Mine Safety and Health Act of 1969, as amended, as well as for employee medical expenses. The Company purchases insurance coverage to reduce its exposure to significant levels of these claims. Self-insured losses are accrued based upon estimates of the aggregate liability for uninsured claims
incurred as of the balance sheet date using claims data and actuarial assumptions and, therefore, are subject to uncertainty due to a variety of factors.
The estimated aggregate liability for these items totaled $11.4 million and $10.2 million as of June 30, 2026 and December 31, 2025, respectively. Of the aggregate liability, the amounts included inOther long-term liabilities were $8.3 million and $7.4 million at June 30, 2026 and December 31, 2025, respectively.
Funds held in escrow for potential future workers’ compensation claims are considered restricted cash and have been included in prepaid expenses and other on the condensed consolidated balance sheets. Restricted cash balances were $0.8 million at June 30, 2026 and December 31, 2025.
NOTE 7—EQUITY
Common Stock—On June 12, 2023, an amendment to the Company’s amended and restated certificate of incorporation was approved by shareholder vote to reclassify the Company’s existing common stock as shares of Class A common stock and create a separate Class B common stock.
The initial distribution of Class B common stock occurred on June 21, 2023 via a stock dividend to existing holders of common stock as of May 12, 2023. On the date of initial distribution, each holder of common stock received 0.2 shares of Class B common stock for every one share of existing common stock held on the record date. Similar actions or modifications occurred for holders of outstanding stock-based awards.
** **The distribution of the Class B common stock provides existing holders of the Company’s common stock with an opportunity to participate directly in the financial performance of the Company’s CORE assets on a stand-alone basis, separate from the Company’s metallurgical coal operations. CORE assets were acquired initially as part of the Company’s acquisition of Ramaco Coal in the second quarter of 2022. The financial performance of CORE assets consists of the following non-cost bearing revenue streams based on the Company’s current expectations:
| ● | Royalty fees derived from the royalties associated with the Ramaco Coal and Amonate reserves, which we believe approximates 3% of Company-produced coal sales revenue excluding coal sales revenue from Knox Creek, |
| ● | Infrastructure fees based on $5.00 per ton of coal processed at our preparation plants and $2.50 per ton of loaded coal at the Company’s rail load-out facilities, and |
| ● | Future income derived, if and when realized, from advanced carbon products as well as rare earth elements and critical minerals initiatives. |
The Company has paid dividends equal to 20% of the total fees above; however, any dividend amounts declared and paid are subject to the sole discretion of the Company’s Board of Directors.
** **In addition, the Board of Directors retains the power to change or add expense allocation policies related to CORE, redefine CORE assets, and redetermine CORE’s per-ton usage fees at any time, in its sole discretion, without shareholder approval. Holders of shares of Class A common stock continue to be entitled to receive dividends when and if declared by the Board of Directors subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to outstanding preferred stock, if any.
CORE is not a separate legal entity, and holders of Class B common stock do not own a direct interest in the assets of CORE. Holders of Class B common stock are stockholders of Ramaco Resources, Inc. and are subject to all risks and liabilities of the Company as a whole.
With respect to voting rights, holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of the stockholders and are entitled toone vote per share. The holders of Class A common stock and Class B common stock do not have cumulative voting rights in the election of directors. Class B common stock does not have any specific voting rights or governance rights with respect to CORE.
With respect to liquidation rights, holders of common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and the liquidation preference of outstanding preferred stock, if any. That is, the rights to residual net assets upon liquidation are equal between holders of Class A and Class B common stock. Holders of Class B common stock do not have specific rights to CORE assets in the event of liquidation.
The Board of Directors also retains the ability, in its sole discretion, to exchange all outstanding shares of Class B common stock into Class A common stock based on an exchange ratio determined by a 20-day trailing volume-weighted average price for each class of stock.
Stock Repurchase Program—In December 2025, the Board of Directors authorized the repurchase of up to $100 million of Company's Class A common stock over a period of 24 months (“2025 Stock Repurchase Program”). Under the 2025 Stock Repurchase Program, the Company may repurchase shares through open market purchases, privately-negotiated transactions, block purchases or otherwise. The 2025 Stock Repurchase Program does not obligate the Company to repurchase any minimum dollar amount or number of shares. The Board of Directors also authorized the Company to enter into written trading plans under Rule 10b-18 of the Exchange Act with a third-party broker to facilitate the repurchase of its Class A common stock pursuant to the 2025 Stock Repurchase Program. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. During the three months ended June 30, 2026, the Company repurchased 3,526,202 shares of its common stock under the 2025 Stock Repurchase Program at an average price per share of $14.44, including commissions and other repurchase costs. In total and for the six months ended June 30, 2026, the Company repurchased 4,558,404 shares of its common stock under the 2025 Stock Repurchase Program at an average price per share of $14.46, including commissions and other repurchase costs.
Stock-Based Awards—Stock-based compensation expense totaled $5.9 million and $4.8 million for the three months ended June 30, 2026 and June 30, 2025, respectively. Stock-based compensation expense totaled $10.8 million and $8.1 million for the six months ended June 30, 2026 and June 30, 2025, respectively. New stock-based awards granted during the first six months of 2026 were for Class A common stock, all of which were granted in the first quarter of 2026 aside from a special award in the second quarter of 2026 with a grant date fair value of $0.7 million. There wereno Class B stock-based awards granted during the first six months of 2026.
Restricted Stock—We granted 221,797 shares of Class A restricted stock to certain senior executives, key employees, and directors during the first quarter of 2026, having a grant-date fair value of $18.10 per share. The aggregate fair value of the awards granted to employees was $3.2 million, which is recognized ratably as expense over thethree-year service period unless forfeited. The aggregate fair value of restricted stock granted to directors was $0.8 million, which is recognized ratably as expense overone year unless forfeited. During the vesting period, the participants have voting rights and receive nonforfeitable dividends on the same basis as fully vested common stockholders.
Restricted Stock Units (“RSUs”)—We granted 419,273 Class A restricted stock units to certain senior executives and key employees during the first quarter of 2026, having a grant-date fair value of $18.10 per share. The aggregate fair value of these awards was $7.6 million, which is recognized ratably as expense over thethree-year service period unless forfeited. During the vesting period, the participants haveno voting rights andno dividend rights; however, participants are entitled to receive dividend equivalents, which shall be subject to the same conditions applicable to the units and payable at the time the units vest. The recipient will receiveone share of Class A common stock for each stock unit vested.
Performance Stock Units (“PSUs”)—We granted Class A performance stock units to certain senior executives and key employees during the first quarter of 2026. These awards cliff-vest approximately three years from the date of grant based on the achievement of targeted performance levels related to pre-established relative total shareholder return goals. These performance stock units may be earned from 0% to 200% of target depending on actual results. During the vesting period, the participants haveno voting rights andno dividend rights; however, participants are entitled to receive dividend equivalents, which shall be subject to the same conditions applicable to the units and payable at the time the units vest. The recipient will receiveone share of Class A common stock for each stock unit vested.
Performance stock units are accounted for as awards with a market condition since vesting depends on total shareholder return relative to a group of peer companies. The target number of performance stock units granted during the first quarter of 2026, or 419,273 units, were valued relative to the total shareholder return of a peer group based on a Monte Carlo simulation, which resulted in a grant date fair value of $29.18 per unit. The aggregate fair value of these awards was $12.2 million, which is recognized ratably as expense over thethree-year period.
Stock Options—We granted options for the purchase of shares of our Class A common stock for $5.34 per share totwo executives on August 31, 2016. During 2023, stock options of our Class B common stock were distributed to these individuals under the equitable adjustments discussed above. During the first quarter of 2026, options to purchase a total of 448,712 shares of Class A common stock and 89,742 shares of Class B common stock were exercised through a non-cash transaction having a combined intrinsic value of $2.4 million. As part of the exercise,111,035 shares of Class A common stock and 35,313 shares of Class B common stock were surrendered for withholding taxes payable. The remaining options outstanding and unexercised at June 30, 2026 were 50,000 for Class A common stock and the corresponding Class B common stock equitable adjustment distribution, which were in-the-money at June 30, 2026, having a total intrinsic value of $0.3 million. These options were subsequently exercised on July 23, 2026.
Dividends—On February 25, 2026, the Company announced that the Board of Directors declared a stock dividend of $0.1489 per share on the Company’s Class B common stock to be payable on March 27, 2026 to shareholders of record on March 13, 2026. Class B holders received 0.014276 of one share of Class B common stock for each share of Class B common stock held on the record date which was determined by dividing $0.1489 by the March 13, 2026 Class B closing price of $10.43.
On May 11, 2026, the Company announced that the Board of Directors declared a stock dividend of $0.1369 per share on the Company’s Class B common stock to be payable on June 26, 2026 to shareholders of record on June 12, 2026. Class B holders received 0.011977 of one share of Class B common stock for each share of Class B common stock held on the record date which was determined by dividing $0.1369 by the June 12, 2026 Class B closing price of $11.43.
NOTE 8—COMMITMENTS AND CONTINGENCIES
Environmental Liabilities**—**Environmental liabilities are recognized when the expenditures are considered probable and can be reasonably estimated. Measurement of liabilities is based on currently enacted laws and regulations, existing technology, and undiscounted site-specific costs. Generally, such recognition would coincide with a commitment to a formal plan of action. No amounts have been recognized for environmental liabilities.
Surety Bond—In accordance with state laws, we are required to post reclamation bonds to assure that reclamation work is completed. We also have a smaller amount of surety bonds that secure performance obligations. Bonds outstanding at June 30, 2026 totaled approximately $38.0 million.
Coal Leases and Associated Royalty Commitments—We lease coal reserves under agreements that require royalties to be paid as the coal is mined and sold. Many of these agreements require minimum annual royalties to be paid regardless of the amount of coal mined and sold. Total royalty expenses were $7.3 million and $7.0 million for the three months ended June 30, 2026 and June 30, 2025, and$12.4 million and$12.7 million for the six months ended June 30, 2026 and June 30, 2025 respectively. These agreements generally have terms running through exhaustion of all the mineable and merchantable coal covered by the respective lease. Royalties or throughput payments are based on a percentage of the gross selling price received for the coal we mine.
Contingent Transportation Purchase Commitments—We secure the ability to transport coal through rail contracts and export terminals that are sometimes funded through take-or-pay arrangements. As of June 30, 2026, the Company’s remaining commitments under take-or-pay arrangements totaled $17.1 million, the majority of which relates to a multi-year contract with total remaining commitments of $12.3 million until the terms expire in the first quarter of 2028. The level of these commitments will generally be reduced at a per ton rate as such rail and export terminal services are utilized against the required minimum tonnage amounts over the contract term stipulated in such rail and export terminal contracts. However, as of June 30, 2026, the Company hadno expected volume shortfall resulting in a need for an accrued liability.
Litigation—From time to time, we are subject to various litigation and other claims in the normal course of business. Losses related to such contingencies are accrued when/if loss is probable and the amount is reasonably estimable. No losses have been accrued in the consolidated financial statements with respect to such matters. Losses from certain injury-related matters are reasonably possible of occurring; however, an estimate of the possible range of loss cannot be made at this time as no litigation has progressed sufficiently through discovery and development of important facts and legal issues at this time. While it is possible that liability will be assessed against us in the matters discussed below, we currently deem that possibility to be remote.
Preparation Plant Purchase
In February 2024, we purchased a Preparation Plant (the “Plant”) from EMCOAL, Inc. for $3 million. After this purchase, the Plant was disassembled and transported to the Maben Complex for reassembly. On November 15, 2024, Justice Coal of Alabama, LLC (the “Plaintiff”) filed a complaint in the United States District Court for the Southern District of West Virginia, Beckley Division, against Ramaco Resources, Inc., Ramaco Development, LLC, and Maben Coal LLC. On May 5, 2025, the United States District Court for the Southern District of West Virginia granted our Motion to Transfer Venue to the United States District Court for the Northern District of Alabama. On June 3, 2025 Plaintiff amended its Complaint to add EMCOAL, Inc. as a Defendant.
Plaintiff claims their sale of the Plant to EMCOAL, Inc. was not completed and thus EMCOAL, Inc. did not have the right to sell the Plant to us. As a result of Ramaco purchasing the Plant from EMCOAL, Inc., Plaintiff claims in the complaint we are liable for conversion, unjust enrichment, and negligence. Plaintiff has sought damages for these alleged claims. We filed a motion to dismiss Plaintiff’s Amended Complaint against us on June 24, 2025 and that motion was subsequently denied. We filed our Answer to the Amended Complaint on November 21, 2025. The court has directed the Parties to be ready for trial “by March 2027” with the trial date to be set in a subsequent Scheduling Order. The Parties are currently engaged in discovery. We believe we have meritorious defenses to all claims in this matter.
Storage Silo Partial Failure
On November 5, 2018, one of ourthree raw coal storage silos that fed our Elk Creek plant experienced a partial structural failure. A temporary conveying system completed in late-November 2018 restored approximately 80% of our plant capacity. We completed a permanent belt workaround and restored the preparation plant to its full processing capacity in mid-2019. Our insurance carrier, Federal Insurance Company, disputed our claim for coverage based on certain exclusions to the applicable policy and, therefore, on August 21, 2019, we filed suit against Federal Insurance Company and Chubb INA Holdings, Inc. in Logan County Circuit Court in West Virginia seeking a declaratory judgment that the partial silo collapse was an insurable event and to require coverage under our policy. Defendants removed the case to the United States District Court for the Southern District of West Virginia, and upon removal, we substituted ACE American Insurance Company as a defendant in place of Chubb INA Holdings, Inc. The trial in the matter commenced on June 29, 2021, in Charleston, West Virginia.
On July 15, 2021, the jury returned a verdict in our favor for $7.7 million in contract damages and on July 16, 2021, made an additional award of $25.0 million for damages for wrongful denial of the claim underHayseeds, Inc. v. State Farm Fire & Cas., 177 W. Va. 323, 352 S.E. 2d 73 (W. Va. 1986), including inconvenience and aggravation. On August 12, 2021, the defendants filed a post-trial motion for judgment as a matter of law or in the alternative to alter or amend the judgment or for a new trial. On March 4, 2022, the court entered its memorandum opinion and order on the motion reducing the jury award to a total of $1.8 million, including pre-judgment interest, and also vacated and set aside, in its entirety, the jury award ofHayseeds damages. The same day, the court entered the judgment in accordance with the memorandum opinion and order.
On April 1, 2022, we filed a notice of appeal with the U.S. Court of Appeals for the Fourth Circuit. On July 20, 2023, the court rendered a decision reinstating the jury’s $7.7 million contract damages verdict. The court further determined that we are entitled to attorney’s fees in an amount to be determined on remand. Finally, the court held that we are entitled toHayseeds damages for wrongful denial of the claim but remanded for a new trial on the amount of such damages after affirming that the original $25 million award was excessive. On August 3, 2023, the Defendants-Appellees filed a Petition of Rehearing and RehearingEn Banc with the Fourth Circuit. The petition was denied by order
dated August 15, 2023. On August 29, 2023, the court clarified that the amount of attorney’s fees to be determined on remand included appellate fees. On September 8, 2023, the court entered its amended judgment, which awarded post-judgment interest on the previously awarded and reinstated verdict related to contract (compensatory) damages and the Fourth Circuit thereafter issued its mandate on October 2, 2023. On August 19, 2024, the Court issued a Memorandum Opinion and Order that the Hayseeds damages to be considered in the new trial would include annoyance and inconvenience up to October 2, 2023 with new discovery permitted for the time period of July 15, 2021 through October 2, 2023. The Court also ordered Hayseeds damages to be considered for net economic loss caused by the defendant’s delay in settlement be allowed for the time period of July 15, 2021 through October 2, 2023 with new discovery to be permitted for that time period.
During 2023, the defendants fully paid the portion of the judgment related to contract (compensatory) damages in the court’s order and that portion of the matter is considered closed. On April 24, 2024, the Court stated Ramaco is entitled to reasonable attorney fees for both the appeal and the first trial, adding there will be a fullHayseeds trial under the timelines set forth above. Regarding the court’s determination and award of attorney’s fees, the Company accrued an additional loss recovery asset of approximately $0.1 million during the second quarter of 2026, bringing the total loss recovery asset to approximately $4.8 million inPrepaid expenses and other on the Consolidated Balance Sheet as of June 30, 2026. The corresponding reduction of approximately $0.1 million during the second quarter of 2026 was toSelling, general, and administrative expense on the Consolidated Statements of Operations. The Company considers that it is probable to recover at least this amount of previously recognized attorneys’ fees expenses based upon the developments above.
The matter is now pending before the District Court for a new trial forHayseeds damages, as well as the court’s determination and award of attorney’s fees. The trial date is set for September 22, 2026.
Class Action Complaint Alleging Violations of the Federal Securities Laws
On January 30, 2026, a putative class action complaint was filed against the Company, Randall Atkins, our Chief Executive Officer, and Jeremy Sussman, our Chief Financial Officer, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder arising from allegedly materially false and/or misleading statements concerning the development and active mining status of the Company's Brook Mine rare earth and other critical minerals project in Wyoming during the class period of July 31, 2025 through October 23, 2025. The plaintiff seeks determination of class action status under Rule 23 of the Federal Rules of Civil Procedure, an award of compensatory damages against all defendants jointly and severally for all damages sustained (including interest), reasonable costs and expenses including counsel fees and expert fees, and such other relief as the court deems just and proper.
The case is pending in the United States District Court for the Southern District of New York and was originally captionedLynn Henning, Individually And On Behalf Of All Others Similarly Situated v. Ramaco Resources, Inc., Randall W. Atkins, And Jeremy R. Sussman, (Case No. 1:26-cv-00846). On April 22, 2026, the court appointed Andrew Clark, Phil McBride, and Edward Van Vliet as Co-Lead Plaintiffs. The case was also ordered to be styled as In Re Ramaco Resources, Inc. Securities Litigation. On May 5, 2026, the court entered a Scheduling Stipulation and Order requiring Co-Lead Plaintiffs to file an amended complaint within 45 days and establishing procedures for Defendants to seek a pre-motion conference in advance of any motion to dismiss thereafter. The filed amended complaint extended the class period to July 1, 2025 through February 26, 2026 and added Christopher Blanchard, our Executive Vice President for Mine Planning and Development, and Michael Woloschuk, our Executive Vice President Critical Minerals Operations, as defendants. A pre-motion to dismiss hearing is scheduled for August 7, 2026. We believe we have meritorious defenses to all claims in this matter.
Trade Secret Misappropriation and Breach of Contract Action Against Former Employee
On March 16, 2026, the Company and its subsidiary, Ramaco Carbon, LLC, filed a complaint in the United States District Court for the District of Wyoming naming as the defendant former employee Alex J. Moyes (“Moyes”) alleging (1) Misappropriation of Trade Secrets under the Defend Trade Secrets Act pursuant to 18 U.S.C. §1832; (2) Misappropriation of Trade Secrets under the Wyoming Uniform Trade Secrets Act pursuant to Wyoming Statute §40-24,
et seq.; (3) Breach of Contract under Moyes’ non-disclosure agreement; (4) Breach of Contract under Moyes’ employment offer letter; and (5) seeking injunctive relief. Ramaco seeks preliminary and permanent injunctive relief, compensatory damages, exemplary and/or punitive damages, its attorneys’ fees and costs, and such other relief that the court deems appropriate. The court subsequently denied our Motion for a Temporary Restraining Order and/or Preliminary Injunction. An Initial Pretrial Conference was held on June 16, 2026 and initial discovery has begun. The case number is 1:26-cv-104.
NOTE 9—REVENUE
Our revenue is derived from contracts for the sale of coal and is recognized when the performance obligations under the contract are satisfied, which is at the point in time control is transferred to our customer. Generally, domestic sales contracts have terms of aboutone year and the pricing is typically fixed. Export sales have spot or term contracts, and pricing can be either fixed or derived against index-based pricing mechanisms. Sales completed with delivery to an export terminal are reported as export revenue.
Disaggregated information aboutRevenueby segment is presented below:
| · · · · · · · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended June 30, · · Six months ended June 30, · | |||||||||
| (In thousands) | | 2026 | | 2025 | | 2026 | | 2025 | |
| Metallurgical Coal Segment · · · · · · · · · · · · · | |||||||||
| Coal Sales · · · · · · · · · · | |||||||||
| North American revenue | | $40,378 | | $63,626 | | $77,858 | | $107,652 | |
| Export revenue, excluding Canada | | 104,421 | | 89,333 | | 188,554 | | 179,963 | |
| Total revenue | | $144,799 | | $152,959 | | $266,412 | | $287,615 | |
Revenue for the three and six months ended June 30, 2026 includes a $0.2 million and $0.3 million, respectively, net increase to revenue related to adjustments for performance obligations satisfied in a previous reporting period. These adjustments were due to true-ups of previous estimates for provisional pricing and demurrage as well as price adjustments for minimum specifications or qualities of delivered coal.
As of June 30, 2026, the Company had outstanding performance obligations of approximately 0.7 million tons for contracts with fixed sales prices averaging $139 per ton, excluding freight, as well as 1.6 million tons for contracts with index-based pricing mechanisms. The Company expects to satisfy approximately 85% of the committed tons in 2026 and 15% in 2027. Variable amounts, including index-based prices, have not been estimated for the purpose of disclosing remaining performance obligations as permitted under the revenue recognition guidance when variable consideration is allocated entirely to a wholly unsatisfied performance obligation.
The Company has not recorded any revenues from the Rare Earths and Critical Minerals segment.
*Concentrations—*During the three months ended June 30, 2026, sales totwo individual customers were 10% or more of our total revenue, each representing 15% and 10%, respectively, of our total revenue. For comparison purposes, sales toone customer was 10% or more of our total revenue for the corresponding period of 2025, representing 16% of our total revenue. During the six months ended June 30, 2026, sales totwo individual customers were 10% or more of our total revenue, each representing 16% and 10%, respectively, of our total revenue. For comparison purposes, sales totwo customers were 10% or more of our total revenue for the corresponding period of 2025, each representing 16% and 11%, respectively, of our total revenue. Five customers with individual accounts receivable balances equal to 10% or more of total accounts receivable represented 19%,11%,11%,11% and 10%, respectively, of the Company’s accounts receivable balance at June 30, 2026.
NOTE 10—INCOME TAXES
Income tax provisions for interim periods are generally based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent, or unusual items related specifically to interim periods. The income tax impacts of discrete items are recognized in the period these occur.
Our effective tax rate for the three months ended June 30, 2026 and 2025 was a benefit of 21.3% and 12.7%, respectively. Our effective tax rate for the six months ended June 30, 2026 and 2025 was a benefit of 20.0% and 23.5%, respectively, excluding the impact of discrete items. Discrete items for the periods included items for management compensation and stock-based compensation. The lower effective tax rate for the six months ended June 30, 2026 compared to the same period of 2025 was primarily driven by a lower expected percentage depletion deduction.
Legislation—On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. Changes made by the OBBBA include, but are not limited to, the reinstatement of 100% bonus depreciation, the reinstatement of immediate expensing for domestic research and experimentation costs, and changes to the calculation of the foreign-derived intangible income deduction and the interest expense limitation. It also added metallurgical coal to the list of “critical minerals” eligible for the section 45X Advanced Manufacturing Tax Credit. The Section 45X credit (also known as the advanced manufacturing production credit), as amended, provides a tax credit equal to 2.5% of the production costs for metallurgical coal produced during tax years 2026 through 2029. We have incorporated the effects of the OBBBA in our income tax provision and recorded a Section 45X credit of $2.7 million and $5.3 million for the three and six months ended June 30, 2026, respectively, withinCost of sales on our Consolidated Statements of Operations.
NOTE 11—EARNINGS (LOSS) PER SHARE
The computation of basic and diluted earnings per share (“EPS”) is shown on the following page:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share amounts) · · Three months ended June 30, · · Six months ended June 30, | ||||||||||||
| · · 2026 · · 2025 · · 2026 · · 2025 | ||||||||||||
| Earnings attribution | | | | | | | | | | | | |
| Class A common stock | | $(13,980) | | $(12,804) | | $(30,641) | | $(21,046) | ||||
| Class A restricted stock awards | | | — | | | 1 | | | — | | | 102 |
| Class B common stock | | | (1,436) | | | (1,175) | | | (3,096) | | | (3,134) |
| Class B restricted stock awards | | | — | | | 4 | | | — | | | 9 |
| Forfeitable dividends declared on unvested stock-based awards | | | 1 | | | — | | | 3 | | | 638 |
| Net loss | | $(15,415) | | $(13,974) | | $(33,734) | | $(23,431) | ||||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended June 30, 2026 · · Three months ended June 30, 2025 | ||||||||||||
| · · Class A · · Class B · · Class A · · Class B | ||||||||||||
| Dual class EPS calculations | | | | | | | | | | | | |
| Numerator | | | | | | | | | | | | |
| Net earnings (loss) for basic and diluted earnings per common share | | $(13,980) | | $(1,436) | | $(12,804) | | $(1,175) | ||||
| Add: Class B net diluted earnings per diluted share | | | — | | | — | | | — | | | — |
| Net diluted earnings (loss) per diluted share | | $(13,980) | | $(1,436) | | $(12,804) | | $(1,175) | ||||
| Denominator | | | | | | | | | | | | |
| Weighted average shares used to compute basic earnings per share | | 53,210 | | 11,378 | | | 43,850 | | | 9,710 | ||
| Dilutive effect of conversion of Class B common stock to Class A common stock | | | — | | | — | | | — | | | — |
| Weighted average shares used to compute diluted earnings per share | | $53,210 | | $11,378 | | $43,850 | | $9,710 | ||||
| | | | | | | | | | | | | |
| Earnings (loss) per common share | | | | | | | | | | | | |
| Basic | | $(0.26) | | $(0.13) | | $(0.29) | | $(0.12) | ||||
| Diluted | | $(0.26) | | $(0.13) | | $(0.29) | | $(0.12) | ||||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Six months ended June 30, 2026 · · Six months ended June 30, 2025 | ||||||||||||
| · · Class A · · Class B · · Class A · · Class B | ||||||||||||
| Dual class EPS calculations | | | | | | | | | | | | |
| Numerator | | | | | | | | | | | | |
| Net earnings (loss) for basic and diluted earnings per common share | | $(30,641) | | $(3,096) | | $(21,046) | | $(3,134) | ||||
| Add: Class B net diluted earnings per diluted share | | | — | | | — | | | — | | | — |
| Net diluted earnings (loss) per diluted share | | $(30,641) | | $(3,096) | | $(21,046) | | $(3,134) | ||||
| Denominator | | | | | | | | | | | | |
| Weighted average shares used to compute basic earnings per share | | 54,510 | | 11,257 | | | 43,878 | | | 10,030 | ||
| Dilutive effect of conversion of Class B common stock to Class A common stock | | | — | | | — | | | — | | | — |
| Weighted average shares used to compute diluted earnings per share | | $54,510 | | $11,257 | | $43,878 | | $10,030 | ||||
| | | | | | | | | | | | | |
| Earnings (loss) per common share | | | | | | | | | | | | |
| Basic | | $(0.56) | | $(0.28) | | $(0.48) | | $(0.31) | ||||
| Diluted | | $(0.56) | | $(0.28) | | $(0.48) | | $(0.31) | ||||
Unvested restricted stock awards have the right to receive nonforfeitable dividends on the same basis as common shares; therefore, unvested restricted stock is considered a participating security to calculate EPS. Under the two-class method, the Company reports separately the net earnings allocated away from holders of Class A and Class B common stock to holders of unvested restricted stock awards.
For accounting purposes, Class B’s participation rights in net earnings are, in substance, discretionary based on the power of the Company’s Board of Directors to add or modify expense allocation policies, redefine CORE assets, and redetermine CORE’s per-ton usage fees at any time, in its sole discretion, without shareholder approval. Therefore, no amount of the Company’s net earnings shall be allocated to Class B to calculate EPS other than actual dividends declared during the period for the tracking stock. However, during the three and six months ended June 30, 2026, dividends declared by the Company were more than consolidated net income (loss) for the period, which resulted in an undistributed net loss for reporting purposes. The resulting undistributed net loss was allocated proportionately between outstanding Class A and Class B common stock based on the rights to residual net assets upon liquidation being equal between holders of Class A and Class B common stock. See Note 7 for more information on dividends declared during the period.
Diluted EPS is calculated using the treasury stock method for stock options and restricted stock units. For performance stock units, the awards are first evaluated under the contingently issuable shares guidance, which requires a determination as to whether shares would be issuable if the end of the reporting period were the end of the contingency period. For shares determined to be issuable under performance stock unit awards, the treasury stock method is then applied to determine the dilutive impact of the awards, if any. Unvested restricted stock awards are considered potential common shares as well as participating securities, as discussed previously, and are included in diluted EPS using the more dilutive of the treasury stock method or the two-class method. Since these awards share in dividends on a 1:1 basis with common shares, applying the treasury stock method is antidilutive compared to the basic EPS calculation that allocates earnings to participating securities under the two-class method discussed previously.
Antidilutive shares excluded from the dilutive EPS calculation are presented below:
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · | ||||||||||||||
| · · Three months ended June 30, 2026 · · Three months ended June 30, 2025 · · · Six months ended June 30, 2026 · · Six months ended June 30, 2025 · | ||||||||||||||
| | | Class A | Class B | | Class A | Class B | | | Class A | Class B | | Class A | Class B | |
| Antidilutive options | | 50,000 | 12,761 | | 648,712 | 138,697 | | | 50,000 | 12,761 | | 648,712 | 138,697 | |
| Antidilutive RSUs | | 967,440 | 14,465 | | 1,112,622 | 36,943 | | | 977,588 | 14,380 | | 889,200 | 36,943 | |
| Antidilutive PSUs (at target) | | 1,527,090 | 40,132 | | 3,007,897 | 228,738 | | | 1,429,205 | 37,090 | | 2,288,112 | 228,738 | |
| Antidilutive convertible senior notes | | 10,538,370 | — | | — | — | | | 10,538,370 | — | | — | — | |
NOTE 12—SEGMENT REPORTING
Pursuant to ASC 280, operating segments are defined as components of an enterprise engaged in business activities from which it may recognize revenues and incur expenses, about which discrete financial information is available and evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.
During the third quarter of 2025, the Company modified its segment structure largely as a result of activity at the Brook Mine during the period. Beginning with the third quarter of 2025, the Company’s reportable segments, which are primarily based on the Company’s internal organizational structure and types of controlled mineral deposits, are itstwo operating segments—Metallurgical Coal and Rare Earths and Critical Minerals (no operating segments have been aggregated). In conjunction with this change, prior period amounts have been recast to conform to this new segment reporting structure.
The Metallurgical Coal segment operates and develops high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia. The Metallurgical Coal segment generates revenue primarily through the production of metallurgical coal for sale to the steel industry. The Metallurgical Coal segment also generates revenue through the sale of coal purchased from third parties.
The Rare Earths and Critical Minerals segment encompasses the Brook Mine complex located in Sheridan, Wyoming, where the Company is evaluating a rare earth and other critical mineral project in addition to performing initiatives related to coal-to-carbon based products and materials. The Brook Mine, which is an exploration stage property, has provided representative mineralized material for short-term pilot-scale testing of the feedstock with the goal of supporting more advanced mining studies ultimately establishing rare earth element and other critical mineral reserves for processing into rare earth element and other critical mineral products. There is no assurance that we will be able to successfully develop the Brook Mine into a commercial scale mine, and there is no certainty that any part of the inferred mineral resources estimated will be converted into higher confidence mineral resources and eventually mineral reserves in the future. No revenues have been recognized from the Rare Earths and Critical Minerals segment.
The Company’s CODM, the chief executive officer, regularly reviews financial information at the segment level for the purpose of allocating resources and assessing operating results and financial performance. The CODM uses Segment Adjusted EBITDA as management’s primary segment measure of profit or loss in assessing segment performance and deciding how to allocate the Company’s resources. This measure enables the CODM to evaluate operational efficiency and segment performance by comparing current results to historical data, while also monitoring variances between actual results and forecasts to inform decisions on capital, personnel and other resource allocations across segments. Segment Adjusted EBITDA is calculated as segment revenues less significant segment expenses, specifically, cost of sales (excluding transportation costs), transportation costs and selling, general and administrative expenses (excluding stock-based compensation expense), as well as certain other segment items. Significant segment expenses and other segment items also exclude certain costs that are non-recurring, non-cash or are not related to the segments’ underlying business performance. A reconciliation of total Segment Adjusted EBITDA to consolidated income or loss before income taxes is included in the tables below.
Certain current period costs are incurred at the corporate level and are allocated to the Company’s segments. These costs generally include shared service functions such as legal, information technology, finance and accounting, sales, and executive management. Each allocation is measured differently based on the specific facts and circumstances of the costs being allocated that are deemed to best represent the expected benefit received by the operating segment. The remaining unallocated corporate costs that are not attributed to the operating segments are reported within Corporate expenses and other as a reconciling item to our consolidated results. Our allocation methodology is periodically evaluated and may change. The expenses associated with these shared service functions are presented within the Metallurgical Coal segment in the prior period.
As the Company’s CODM manages the Company’s assets on a consolidated basis, the CODM is not regularly provided asset information for the reportable segments. The Company does not have any material long-lived assets located outside of the United States. For all of the periods presented below, (i) the Company’s revenues were derived from U.S.-domiciled operations, and (ii) the Company did not have any intersegment revenues.
The CODM does not regularly review segment asset information at a different asset level or category than those disclosed within the Consolidated Balance Sheets for the purpose of assessing performance and making resource allocation decisions.
The following tables present the Company’s reportable segment information:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · · Three Months Ended June 30, 2026 | |||||||||
| (In thousands) | | | Metallurgical Coal | | | REE & Critical Minerals | | | Total |
| | | | | | | | | | |
| Revenue | | $144,799 | | $ | - | | $144,799 | ||
| | | | | | | | | | |
| Significant segment expenses: | | | | | | | | | |
| Cost of sales (exclusive of transportation costs) | | | (105,707) | | | - | | | (105,707) |
| Transportation costs | | | (22,469) | | | - | | | (22,469) |
| Selling, general, and administrative (a) | | | (3,528) | | | (5,441) | | | (8,969) |
| Other segment items (b) | | | 1,442 | | | 3 | | | 1,445 |
| Segment Adjusted EBITDA | | $14,537 | | $(5,438) | | $9,099 | |||
| | | | | | | | | | |
| Corporate expenses (c) | | | | | | | | | (2,139) |
| Stock-based compensation | | | | | | | | | (5,912) |
| Asset retirement obligations accretion | | | | | | | | | (483) |
| Depreciation, depletion, and amortization | | | | | | | | | (16,811) |
| Other expenses | | | | | | | | | (1,813) |
| Interest expense, net | | | | | | | | | (1,519) |
| Income tax benefit (expense) | | | | | | | | | 4,163 |
| | | | | | | | | | |
| Net (loss) income | | | | | | | | $(15,415) | |
| | | | | | | | | | |
| Segment capital expenditures | | $26,236 | | $4,719 | | $30,955 | |||
| Other capital expenditures (d) | | | | | | | | | 49 |
| Total capital expenditures (including accrued capital expenditures and capitalized interest) | | | | | | | | $31,004 | |
| | | | | | | | | | |
| (a) The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses” and "Stock-based compensation" in the table above. Other differences are the result of excluding certain other costs because they are non-recurring and are not related to the segments’ underlying business performance. | |||||||||
| (b) "Other segment items" consists of items within "Other income (expense), net" on the Company's Consolidated Statements of Operations, less idle costs. | |||||||||
| (c) Corporate expenses represent costs incurred at the corporate offices that are not specifically attributable to the reportable segments. | |||||||||
| (d) Includes amounts not allocated to the reportable segments, primarily related to corporate capital expenditures. | |||||||||
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · · Three Months Ended June 30, 2025 | |||||||||
| (In thousands) | | | Metallurgical Coal | | | REE & Critical Minerals | | | Total |
| | | | | | | | | | |
| Revenue | | $152,959 | | $ | - | | $152,959 | ||
| | | | | | | | | | |
| Significant segment expenses: | | | | | | | | | |
| Cost of sales (exclusive of transportation costs) (a) | | | (111,591) | | | - | | | (111,591) |
| Transportation costs | | | (20,673) | | | - | | | (20,673) |
| Selling, general, and administrative (b) | | | (5,012) | | | (4,295) | | | (9,307) |
| Other segment items (c) | | | 1,331 | | | 13 | | | 1,344 |
| Segment Adjusted EBITDA | | $17,014 | | $(4,282) | | $12,732 | |||
| | | | | | | | | | |
| Corporate expenses (d) | | | | | | | | | (3,041) |
| Stock-based compensation | | | | | | | | | (4,751) |
| Asset retirement obligations accretion | | | | | | | | | (402) |
| Depreciation, depletion, and amortization | | | | | | | | | (17,038) |
| Other expenses | | | | | | | | | (686) |
| Interest expense, net | | | | | | | | | (2,818) |
| Income tax benefit (expense) | | | | | | | | | 2,030 |
| | | | | | | | | | |
| Net (loss) income | | | | | | | | $(13,974) | |
| | | | | | | | | | |
| Segment capital expenditures | | $13,938 | | $486 | | $14,424 | |||
| Other capital expenditures (e) | | | | | | | | | 4 |
| Total capital expenditures (including accrued capital expenditures and capitalized interest) | | | | | | | | $14,428 | |
| | | | | | | | | | |
| (a) The difference between this significant segment expense and “Cost of sales” within the Company’s Consolidated Statements of Operations relates to transportation costs, which are presented as a separate significant segment expense, and alternative mineral development costs, which are included in “Selling, general, and administrative” in the Rare Earths and Critical Minerals segment in the table above. The presentation of these amounts conform to the current year presentation. | |||||||||
| (b) The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses” and "Stock-based compensation" in the table above, and alternative mineral development costs described above. | |||||||||
| (c) "Other segment items" consists of items within "Other income (expense), net" on the Company's Consolidated Statements of Operations, less idle and other non-recurring costs that are not related to the segments' underlying business performance. | |||||||||
| (d) Corporate expenses represent costs incurred at the corporate offices that are not specifically attributable to the reportable segments. | |||||||||
| (e) Includes amounts not allocated to the reportable segments, primarily related to corporate capital expenditures. | |||||||||
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · · Six Months Ended June 30, 2026 | |||||||||
| (In thousands) | | | Metallurgical Coal | | | REE & Critical Minerals | | | Total |
| | | | | | | | | | |
| Revenue | | $266,412 | | $ | - | | $266,412 | ||
| | | | | | | | | | |
| Significant segment expenses: | | | | | | | | | |
| Cost of sales (exclusive of transportation costs) | | | (194,254) | | | - | | | (194,254) |
| Transportation costs | | | (42,436) | | | - | | | (42,436) |
| Selling, general, and administrative (a) | | | (9,743) | | | (12,055) | | | (21,798) |
| Other segment items (b) | | | 3,291 | | | 6 | | | 3,297 |
| Segment Adjusted EBITDA | | | 23,270 | | | (12,049) | | | 11,221 |
| | | | | | | | | | |
| Corporate expenses (c) | | | | | | | | | (4,687) |
| Stock-based compensation | | | | | | | | | (10,820) |
| Asset retirement obligations accretion | | | | | | | | | (989) |
| Depreciation, depletion, and amortization | | | | | | | | | (33,424) |
| Other expense | | | | | | | | | (3,180) |
| Interest expense, net | | | | | | | | | (1,853) |
| Income tax benefit (expense) | | | | | | | | | 9,998 |
| | | | | | | | | | |
| Net (loss) income | | | | | | | | $(33,734) | |
| | | | | | | | | | |
| Segment capital expenditures | | $43,916 | | $7,045 | | $50,961 | |||
| Other capital expenditures (d) | | | | | | | | | 49 |
| Total capital expenditures (including accrued capital expenditures and capitalized interest) | | | | | | | | $51,010 | |
| | | | | | | | | | |
| (a) The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses” and "Stock-based compensation" in the table above. Other differences are the result of excluding certain other costs because they are non-recurring and are not related to the segments’ underlying business performance. | |||||||||
| (b) "Other segment items" consists of items within "Other income (expense), net" on the Company's Consolidated Statements of Operations, less idle costs. | |||||||||
| (c) Corporate expenses represent costs incurred at the corporate offices that are not specifically attributable to the reportable segments. | |||||||||
| (d) Includes amounts not allocated to the reportable segments, primarily related to corporate capital expenditures. | |||||||||
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · · Six Months Ended June 30, 2025 | |||||||||
| (In thousands) | | | Metallurgical Coal | | | REE & Critical Minerals | | | Total |
| | | | | | | | | | |
| Revenue | | $287,615 | | $ | - | | $287,615 | ||
| | | | | | | | | | |
| Significant segment expenses: | | | | | | | | | |
| Cost of sales (exclusive of transportation costs) (a) | | | (204,813) | | | - | | | (204,813) |
| Transportation costs | | | (39,671) | | | - | | | (39,671) |
| Selling, general, and administrative (b) | | | (9,704) | | | (8,478) | | | (18,182) |
| Other segment items (c) | | | 2,294 | | | 13 | | | 2,307 |
| Segment Adjusted EBITDA | | | 35,721 | | | (8,465) | | | 27,256 |
| | | | | | | | | | |
| Corporate expenses (d) | | | | | | | | | (7,318) |
| Stock-based compensation | | | | | | | | | (8,113) |
| Asset retirement obligations accretion | | | | | | | | | (804) |
| Depreciation, depletion, and amortization | | | | | | | | | (34,580) |
| Other expenses | | | | | | | | | (1,144) |
| Interest expense, net | | | | | | | | | (5,048) |
| Income tax benefit (expense) | | | | | | | | | 6,320 |
| | | | | | | | | | |
| Net (loss) income | | | | | | | | $(23,431) | |
| | | | | | | | | | |
| Segment capital expenditures | | $35,331 | | $545 | | $35,876 | |||
| Other capital expenditures (e) | | | | | | | | | 4 |
| Total capital expenditures (including accrued capital expenditures and capitalized interest) | | | | | | | | $35,880 | |
| | | | | | | | | | |
| (a) The difference between this significant segment expense and “Cost of sales” within the Company’s Consolidated Statements of Operations relates to transportation costs, which are presented as a separate significant segment expense, and alternative mineral development costs, which are included in “Selling, general, and administrative” in the Rare Earths and Critical Minerals segment in the table above. The presentation of these amounts conform to the current year presentation. | |||||||||
| (b) The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses” and "Stock-based compensation" in the table above, and alternative mineral development costs described above. | |||||||||
| (c) "Other segment items" consists of items within "Other income (expense), net" on the Company's Consolidated Statements of Operations, less idle and other non-recurring costs that are not related to the segments' underlying business performance. | |||||||||
| (d) Corporate expenses represent costs incurred at the corporate offices that are not specifically attributable to the reportable segments. | |||||||||
| (e) Includes amounts not allocated to the reportable segments, primarily related to corporate capital expenditures. | |||||||||
NOTE 13—RELATED PARTY TRANSACTIONS
There were no material related party transactions for the three and six months ended June 30, 2026 or 2025.
NOTE 14—SUBSEQUENT EVENTS
On August 4, 2026, the Company announced that the Board of Directors approved and declared a stock dividend of$0.1535 per share of Class B common stock payable in shares of the Company’s Class B common stock on September 25, 2026 (the “Payment Date”), to shareholders of record as of the close of Nasdaq on September 11, 2026 (the “Record Date”). The dividend will be paid in Class B common stock and the amount of shares to be issued per share owned will be determined by dividing the dividend amount by the closing transaction price of the Class B common stock at the close of the market on the Record Date. No fractional shares will be issued in connection with the stock dividend. In lieu of the issuance of fractional shares, the Company will pay in cash on the Payment Date the fair value of the fractions of a share issuable, determined as of the close of Nasdaq on the Record Date and based upon the closing transaction price per share of the Class B common stock reported by Nasdaq on that date.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.