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ALLIANCE RESOURCE PARTNERS LP

For the period ended Sep 30, 2026. Filed Nov 6, 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.

Sep 30, 2026 · Filed Nov 6, 2026

ARLP$24.76+1.5%Stored close · as of Nov 9, 2026

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4. Acquisitions

Miscellaneous Oil & Gas Acquisitions

During the nine months ended September 30, 2026, we acquired 881 oil & gas net royalty acres in the Permian Basin through a series of transactions for an aggregate cash purchase price of $22.0 million which was funded with cash on hand. These acquisitions further enhance our ownership position in the Permian Basin. Because the mineral interests acquired in these acquisitions include royalty interests in both developed properties and undeveloped properties with different risk profiles, we have determined that these acquisitions should be accounted for as business combinations and the underlying assets should be recorded at fair value on their respective acquisition dates on our condensed consolidated balance sheet.

The following table summarizes the fair value allocation of assets acquired:

​​​​​
​ · ​ · (in thousands) · ​
​ · ​ · ​ · ​
Mineral interests in proved properties​$13,004​
Mineral interests in unproved properties​​8,961​
​​$21,965​

The fair value of the mineral interests was determined using an income approach consisting of discounted cash flow models. The assumptions used in the discounted cash flow models include estimated production, projected cash flows, forward oil & gas prices and risk adjusted discount rates. Certain assumptions used were not observable in active markets; therefore, the fair value measurements represent Level 3 fair value measurements.

The amounts of revenues and earnings from the mineral interests acquired included in our condensed consolidated statements of income from their respective acquisition dates through September 30, 2026 are immaterial.

The following table represents our supplemental pro forma revenues and earnings for the three and nine months ended September 30, 2026 and 2025 as if the mineral interests acquired had been included in our consolidated results since January 1, 2025. These amounts have been calculated after applying our accounting policies.

​​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Nine Months Ended · ​
​ · ​ · September 30, · ​ · September 30, · ​
​ · ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​
​ · ​ · (in thousands) · ​
Revenue​$603,015​$572,182​$1,671,244​$1,661,639​
Net income​​141,325​​97,552​​234,209​​235,511​
Net income attributable to ARLP​​139,596​​95,838​​228,841​​230,605​

On July 1, 2026, we acquired certain general partner and limited partner interests in AllDale III & IV for $206.2 million, subject to customary post-closing adjustments. We funded the AllDale III & IV Acquisition using a combination of cash on hand, and borrowings under both our revolving credit facility and the Alliance Minerals Term Loan. See Note 11 – Long-Term Debt for more information on the terms of the Credit Agreement and Alliance Minerals Term Loan. In connection with the AllDale III & IV Acquisition, certain entities related to Mr. Craft acquired, pursuant to separate definitive agreements, an aggregate of $100.0 million of limited partner interests in AllDale III.

Because the underlying mineral interests held by AllDale III & IV include royalty interests in both developed properties and undeveloped properties with different risk profiles, we have determined that the AllDale III & IV Acquisition is a business combination and the underlying assets and liabilities of AllDale III & IV have been recorded at their July 1, 2026 acquisition date fair values on our condensed consolidated balance sheet.

As of the acquisition date of July 1, 2026, the total fair value of the cash paid, our previously held equity method investment in AllDale III, and the noncontrolling interest in AllDale III & IV were as follows:

​​​​​
​ · ​ · (in thousands) · ​
​ · ​ · ​ · ​
Cash​$206,241​
Previously held investment in AllDale III​​26,419​
Noncontrolling interests​​178,541​
​​$411,201​

Prior to the AllDale III & IV Acquisition, we accounted for our investment in AllDale III as an equity method investment. Upon obtaining control of AllDale III, we remeasured our previously held equity investment to its acquisition date fair value of approximately $26.4 million. The fair value was determined based on the consideration exchanged for limited partner interests in the transaction and the percentage of the limited partner interests acquired. As a result of the remeasurement, we recognized a gain of $6.3 million, which is included in theAcquisition gain line item in our condensed consolidated statements of income.

The acquisition date fair value of the noncontrolling interests in AllDale III & IV was $178.5 million. The noncontrolling interests represent ownership interests held by related parties of Mr. Craft immediately following the acquisition. Fair value was estimated using observed transaction consideration, ownership interests acquired or retained, and valuation techniques that considered the economic rights associated with the retained interests, including participation in future distributions.

The fair values of the previously held equity method investment and noncontrolling interests were determined using valuation techniques that incorporated significant unobservable inputs and therefore represent Level 3 fair value measurements.

The following table summarizes the fair value allocation of assets acquired and liabilities assumed as of the acquisition date of July 1, 2026:

​​​​​
​ · ​ · (in thousands) · ​
​ · ​ · ​ · ​
Cash and cash equivalents​$6,921​
Receivables​​18,295​
Derivative assets​​2,164​
Mineral interests in proved properties​​216,966​
Mineral interests in unproved properties​​175,546​
Payables​​(8,469)​
Derivative liabilities​​(222)​
Net assets acquired​$411,201​

The fair value of the acquired mineral interests was determined using discounted cash flow models based on projected production volumes, forecast commodity prices, reserve adjustment factors and market participant discount rates. Because these valuations incorporate significant unobservable inputs, the acquired mineral interests represent Level 3 fair value measurements. The fair value of acquired derivative instruments was determined using observable market-based inputs, including forward commodity prices and contractual terms of the instruments, and represents a Level 2 fair value measurement. AllDale III & IV's carrying value of the receivables and payables represents their fair value given their short-term nature.

The amounts recognized for the AllDale III & IV Acquisition are provisional as they remain subject to customary post-closing adjustment procedures. Accordingly, we have not completed our assessment of the final acquisition date amounts associated with the acquisition. During the measurement period, we may recognize adjustments to the provisional amounts recorded for the acquisition as additional information becomes available.

We recognized $1.7 million of acquisition related costs that were expensed in the three and nine months ended September 30, 2026. These costs are included in theOperating expenses (excluding depreciation, depletion and amortization) line item in our condensed consolidated statements of income.

The amounts of revenue and earnings, exclusive of the acquisition gain, of AllDale III & IV included in our condensed consolidated statements of income since July 1, 2026 are as follows:

​ · ​ · ​ · ​
​Three Months Ended​
​September 30,​
​2026​ ​ ​
​ · (in thousands)
​ · ​ · ​ · ​
Revenue$17,835​
Net income417​
Net income attributable to ARLP502​

The following represents the pro forma revenues and earnings for the three and nine months ended September 30, 2026 and 2025 as if the mineral interests acquired in the AllDale III & IV Acquisition had been included in our consolidated results since January 1, 2025. These amounts have been calculated after applying our accounting policies. The pro forma information also reflects adjustments to depletion expense based on the acquisition date fair values assigned to the acquired proved mineral interests and the elimination of equity method income previously recognized in connection with our investment in AllDale III.

​​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Nine Months Ended · ​
​ · ​ · September 30, · ​ · September 30, · ​
​ · ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​
​ · ​ · (in thousands) · ​
Revenue​$603,015​$590,021​$1,715,547​$1,708,837​
Net income​​141,325​​104,007​​258,373​251,620​
Net income attributable to ARLP​​139,596​​98,917​​243,268​​238,809​

Two Mile Acquisition

On September 30, 2026, we acquired 466 oil & gas net royalty acres in the Midland Basin from Two Mile Minerals, LLC (“Two Mile”) for a cash purchase price of $16.7 million which was funded with cash on hand (“Two Mile Acquisition”). This acquisition further enhanced our ownership position in the Permian Basin. Because the mineral interests acquired in the Two Mile Acquisition include royalty interests in both developed properties and undeveloped properties with different risk profiles, we have determined that the acquisition should be accounted for as a business combination and the underlying assets should be recorded at fair value as of the September 30, 2026 acquisition date fair values on our condensed consolidated balance sheet.

The following table summarizes the fair value allocation of assets acquired as of the acquisition date of September 30, 2026:

​​​​​
​ · ​ · (in thousands) · ​
​ · ​ · ​ · ​
Mineral interests in proved properties​$11,427​
Mineral interests in unproved properties​​5,244​
​​$16,671​

The fair value of the mineral interests was determined using an income approach consisting of a discounted cash flow model. The assumptions used in the discounted cash flow model included estimated production, projected cash flows, forward oil & gas prices and risk adjusted discount rates. Certain assumptions used are not observable in active markets; therefore, the fair value measurements represent Level 3 fair value measurements.

Because we acquired the mineral interests from Two Mile on September 30, 2026, there are no material revenue and earnings from the Two Mile Acquisition included in our condensed consolidated statements of income for the nine months ended September 30, 2026.

The following represents our supplemental pro forma revenues and earnings for the three and nine months ended September 30, 2026 and 2025 as if the mineral interests acquired in the Two Mile Acquisition had been included in our consolidated results since January 1, 2025. These amounts have been calculated after applying our accounting policies.

​​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Nine Months Ended · ​
​ · ​ · September 30, · ​ · September 30, · ​
​ · ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​
​ · ​ · (in thousands) · ​
Revenue​$604,311​$571,989​$1,674,481​$1,660,631​
Net income​​142,530​​97,393​​237,236​234,629​
Net income attributable to ARLP​​140,801​​95,679​​231,868​​229,723​

Auxier Welding Acquisition

On November 2, 2026, we acquired certain assets and liabilities of Auxier Welding, Inc. (“Auxier”) for $23.2 million. The assets and liabilities acquired were used by Auxier to design, fabricate, manufacture, repair, service, and supply mining, industrial, and related equipment, components, systems, and parts. This acquisition will supplement our internal rebuild and technical services for equipment used at our coal operations’ mining complexes. We funded $17.2 million using cash on hand and deferred $6.0 million to be paid out intwo $3.0 million installments on or prior to December 1, 2027 and 2028.

We have determined the assets and liabilities acquired from Auxier should be accounted for as a business combination and will be recorded at their acquisition date fair values on our condensed consolidated balance sheet. Given the recent timing of the acquisition, we have not completed our determination of the fair value of the acquired assets and liabilities as we are in the process of gathering the information needed to determine the appropriate assumptions we intend to use.

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