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What changed in Ramaco Resources, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Ramaco Resources, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+593 added−471 removedSource: 10-K (2026-02-26) vs 10-K (2025-03-17)

Top changes in Ramaco Resources, Inc.'s 2025 10-K

593 paragraphs added · 471 removed · 368 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

125 edited+39 added−33 removed114 unchanged
Biggest changeIn November 2021, the 26th Conference of the Parties to the United Nations Framework on Climate Change concluded with the finalization of the Glasgow Climate Pact, which aims to cut global methane pollution at least 30% by 16 Table of Contents 2030 relative to 2020 levels, including “all feasible reductions” in the energy sector.
Biggest changeGlobal initiatives – including 17 Table of Contents the 2021 Glasgow Climate Pact, which aims to cut global methane pollution at least 30% by 2030 relative to 2020 levels, including “all feasible reductions” in the energy sector and the multi-lateral Global Coal to Clean Energy Transition Statement (signed by 46 countries), committing to phaseout of unabated coal power generation by about 2030 for “major economies” and 2040 globally – signal sustained international pressure to transition away from coal.
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 international metallurgical coal consumers.
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.
Expansion of the Elk Creek preparation plant occurred in 2022 and 2023 in order to increase production, and high-volatile additions at the Elk Creek Complex occurred during 2024, which were fully in production by the end of the third quarter. Development of the Berwind Complex began in late 2017.
Expansion of the Elk Creek preparation plant occurred in 2022 and 2023 in order to increase production, and high-volatile additions at the Elk Creek Complex occurred during 2024, which were fully in production by the end of the third quarter of 2024. Development of the Berwind Complex began in late 2017.
Initial production of low-volatile began in 2023, and the Company will consider deep mine development of coal contained in Beckley, Pocahontas 3, 4, and 6 seams at a future point.
Initial production of low-volatile coal began in 2023, and the Company will consider deep mine development of coal contained in Beckley, Pocahontas 3, 4, and 6 seams at a future point.
Competition Our principal domestic competitors include Alpha Metallurgical Resources, Inc., Blackhawk Mining, LLC, Coronado Global Resources Inc., Arch Resources, Inc. (now a subsidiary of Core Natural Resources), Peabody Energy Corporation, and Warrior Met Coal, Inc.
Competition Our principal domestic coal competitors include Alpha Metallurgical Resources, Inc., Blackhawk Mining, LLC, Coronado Global Resources Inc., Arch Resources, Inc. (now a subsidiary of Core Natural Resources), Peabody Energy Corporation, and Warrior Met Coal, Inc.
The Surface Mining Control and Reclamation Act of 1977 (the “SMCRA”) establishes comprehensive operational, reclamation and closure standards for our mining operations and requires that such standards be met during the course of and following completion of mining activities.
Surface Mining Control and Reclamation Act. The Surface Mining Control and Reclamation Act of 1977 (the “SMCRA”) establishes comprehensive operational, reclamation and closure standards for our mining operations and requires that such standards be met during the course of and following completion of mining activities.
Mine Safety and Health. The Federal Mine Safety and Health Act of 1977, as amended (the “MINE Act”) and the Mine Improvement and New Emergency Response Act of 2006 (the “MINER Act”), and regulations issued under these federal statutes, impose stringent health and safety standards on mining operations.
The Federal Mine Safety and Health Act of 1977, as amended (the “MINE Act”) and the Mine Improvement and New Emergency Response Act of 2006 (the “MINER Act”), and regulations issued under these federal statutes, impose stringent health and safety standards on mining operations.
In February 2021, the EPA issued a memorandum stating the agency’s position that neither the Clean Power Plan nor the ACE Rule are in effect, and future regulation of carbon dioxide emissions from existing power generation facilities remains uncertain In May 2024, EPA finalized new source performance standards (“NSPS”) regulating GHG emissions for new gas-fired power plants and existing coal-fired power plants (89 Fed.
In February 2021, the EPA issued a memorandum stating the agency’s position that neither the Clean Power Plan nor the ACE Rule are in effect, and future regulation of carbon dioxide emissions from existing power generation facilities remains uncertain In May 2024, EPA finalized GHG new source performance standards (“NSPS”) for new gas-fired power plants and existing coal-fired power plants (89 Fed.
Prior to discharging any pollutants into waters of the United States, coal mining companies must obtain a National Pollutant Discharge Elimination System (“NPDES”) permit from the appropriate state or federal permitting authority. NPDES permits include effluent limitations for discharged pollutants and other terms and conditions, including required monitoring of discharges.
Prior to discharging any pollutants into waters of the United States, coal mining companies must obtain a CWA National Pollutant Discharge Elimination System (“NPDES”) permit from the appropriate state or federal permitting authority. NPDES permits include effluent limitations for discharged pollutants and other terms and conditions, including required monitoring of discharges.
Export metallurgical coal pricing is determined utilizing a series of indices from a number of independent sources and is adjusted for coal quality. Contracted export volumes have terms that vary in duration from spot cargoes to one year, rarely exceeding one year. In some cases, indices are used to calculate pricing at the point that the coal changes hands.
Export metallurgical coal pricing is determined by utilizing a series of indices from a number of independent sources and is adjusted for coal quality. Contracted export volumes have terms that vary in duration from spot cargoes to one year, rarely exceeding one year. In some cases, indices are used to calculate pricing at the point that the coal changes hands.
Failure to comply with the CWA or NPDES permits can lead to the imposition of significant penalties, litigation, compliance costs and delays in coal production. Potential changes in state and federally recommended water quality standards may result in the issuance or modification of permits with new or more stringent effluent limits or terms and conditions.
Failure to comply with the CWA permits can lead to the imposition of significant penalties, litigation, compliance costs and delays in coal production. Potential changes in state and federally recommended water quality standards may result in the issuance or modification of permits with new or more stringent effluent limits or terms and conditions.
The Berwind Complex experienced an ignition event in 2022 that resulted in idling mining operations for one of the active mines. Production restarted for the idle mine in the first quarter of 2023. The Berwind Creek Complex currently produces low-volatile and mid-volatile metallurgical coal. The Company continues to increase production at the main Berwind low-volatile mine.
The Berwind Complex experienced an ignition event in 2022 that resulted in idling mining operations for one of the active mines. Production restarted for the idle mine in the first quarter of 2023. The Berwind Complex currently produces low-volatile and mid-volatile metallurgical coal. The Company continues to increase production at the main Berwind low-volatile mine.
Metallurgical Coal Industry Metallurgical coal, also known as “met coal “ or “coking coal,” is a key component of the blast furnace steelmaking process and, therefore, demand for such coal is highly correlated with conditions in the steel industry.
Metallurgical Coal Industry Metallurgical coal, also known as “met coal” or “coking coal,” is a key component of the blast furnace steelmaking process and, therefore, demand for such coal is highly correlated with conditions in the steel industry.
The Mine Safety and Health Administration (the “MSHA”) regularly inspects mines to ensure compliance with regulations promulgated under the Mine Act and MINER Act. Pennsylvania, West Virginia, and Virginia all have similar programs for mine safety and health regulation and enforcement.
The Mine Safety and Health Administration (the “MSHA”) regularly inspects mines to ensure compliance with regulations promulgated under the Mine Act and MINER Act. Pennsylvania, West Virginia, Virginia and Wyoming all have similar programs for mine safety and health regulation and enforcement.
The law provides significant funding and incentives for research and development of low-carbon energy production methods, carbon capture, and other programs directed at addressing climate change. The Inflation Reduction Act of 2022 also provides significant funding for research and development of low-carbon energy production methods, carbon capture, and other programs directed at addressing climate change.
The Inflation Reduction Act of 2022 provides significant funding and incentives for research and development of low-carbon energy production methods, carbon capture, and other programs directed at addressing climate change. The Inflation Reduction Act of 2022 also provides significant funding for research and development of low-carbon energy production methods, carbon capture, and other programs directed at addressing climate change.
Affected power plants have sought to reduce sulfur dioxide emissions by switching to lower sulfur fuels, installing pollution control devices, reducing electricity generating levels or purchasing or trading sulfur dioxide emission allowances. These reductions could impact our customers in the electric generation industry. These requirements are not supplanted by the CSAPR. 15 Table of Contents · NAAQS for Criterion Pollutants.
Affected power plants have sought to reduce sulfur dioxide emissions by switching to lower sulfur fuels, installing pollution control devices, reducing electricity generating levels or 16 Table of Contents purchasing or trading sulfur dioxide emission allowances. These reductions could impact our customers in the electric generation industry. These requirements are not supplanted by the CSAPR. · NAAQS for Criterion Pollutants.
Most recently, at the 27th conference of parties (“COP27”), President Biden announced the EPA’s proposed standards to reduce methane emissions from existing oil and gas sources, and agreed, in conjunction with the European Union and a number of other partner countries, to develop standards for monitoring and reporting methane emissions to help create a market for low methane-intensity natural gas.
At the 27th conference of parties (“COP27”), President Biden announced the EPA’s proposed standards to reduce methane emissions from existing oil and gas sources, and agreed, in conjunction with the European Union and a number of other partner countries, to develop standards for monitoring and reporting methane emissions to help create a market for low methane-intensity natural gas.
The Maben property contains various areas of high-quality low-vol metallurgical coal in the Sewell, Beckley, Pocahontas 3, Pocahontas 4, and Pocahontas 6 seams of coal. The Company expects that coal contained in the Sewell seam will be mined by surface and high-wall mining methods.
The Maben property contains various areas of high-quality low-vol metallurgical coal in the Sewell, Beckley, Pocahontas 3, Pocahontas 4, and Pocahontas 6 seams of coal. The Company expects that coal contained in the Sewell seam will be mined by surface and highwall mining methods.
The Patient Protection and Affordable Care Act of 2010 includes significant changes to the federal black lung program including an automatic survivor benefit paid upon the death of a miner with an awarded black lung claim and the establishment of a rebuttable presumption with regard to pneumoconiosis among miners with 15 or more years of coal mine employment that are totally disabled by a respiratory condition.
The Patient Protection and Affordable Care Act of 2010 includes significant changes to the federal black lung program including establishing an automatic survivor benefit paid upon the death of a miner with an awarded black lung claim and a rebuttable presumption of pneumoconiosis among miners with 15 or more years of coal mine employment that are totally disabled by a respiratory condition.
We estimate that the Berwind Complex contains reserves capable of yielding approximately 19 million tons of clean saleable metallurgical coal as well as measured and indicated metallurgical coal resource tons of 634 million. We estimate that the mine life for the Berwind Complex is over 20 years.
We estimate that the Berwind Complex contains reserves capable of yielding approximately 18 million tons of clean saleable metallurgical coal as well as measured and indicated metallurgical coal resource tons of 634 million. We estimate that the mine life for the Berwind Complex is over 20 years.
Each of these laws can impact permitting or planned operations and can result in additional costs or operational delays. ​ Seasonality Our primary business is not materially impacted by seasonal fluctuations. Demand for metallurgical coal is generally more heavily influenced by other factors such as the general economy, interest rates and commodity prices.
Each of these laws can impact permitting or planned operations and can result in additional costs or operational delays. ​ 21 Table of Contents Seasonality Our primary business is not materially impacted by seasonal fluctuations. Demand for metallurgical coal is generally more heavily influenced by other factors such as the general economy, interest rates and commodity prices.
Under the Black Lung Benefits Revenue Act of 1977 and the Black Lung Benefits Reform 14 Table of Contents Act of 1977, as amended in 1981, each coal mine operator must pay federal black lung benefits to claimants who are current and former employees and also make payments to a trust fund for the payment of benefits and medical expenses to claimants who last worked in the coal industry prior to January 1, 1970.
Under the Black Lung Benefits Revenue Act of 1977 and the Black Lung Benefits Reform Act of 1977, as amended in 1981, each coal mine operator must pay federal black lung benefits to claimants who are current and former employees and also make payments to a trust fund for the payment of benefits and medical expenses to claimants who last worked in the coal industry prior to January 1, 1970.
Expenditures relating to environmental compliance are a major cost consideration for our operations and safety and compliance is a significant factor in mine design, both to meet regulatory requirements and to minimize long-term environmental liabilities. 11 Table of Contents The following is a summary of the various federal and state environmental and similar laws and regulations that have a material impact on our business.
Expenditures relating to environmental compliance are a major cost consideration for our operations and safety and compliance is a significant factor in mine design, both to meet regulatory requirements and to minimize long-term environmental liabilities. The following is a summary of the various federal and state environmental and similar laws and regulations that have a material impact on our business.
The Maben Coal acquisition in 2022 provides the Company with 28,000 leased acres of controlled mineral rights, which includes coal deposits that may be mined currently by surface and high wall mining methods as well as developed in the future through deep mining. The Maben Complex currently produces low-volatile metallurgical coal.
The Maben Coal acquisition in 2022 provides the Company with 28,000 leased acres of controlled mineral rights, which includes coal deposits that may be mined currently by surface and highwall mining methods as well as developed in the future through deep mining. The Maben Complex currently produces low-volatile metallurgical coal.
Surety bond rates have increased in recent years and the market terms of such bonds have generally become less favorable. Sureties typically require coal producers to post collateral, often having a value equal to 40% or more of the face amount of the bond.
Surety bond rates have increased in recent years and the market terms of such bonds have generally become less favorable. Sureties typically require coal producers to post collateral, often having a value equal to 40% or 14 Table of Contents more of the face amount of the bond.
Workers’ compensation liabilities, including those related to claims incurred but not reported, are recorded principally using annual valuations based on discounted future expected payments using historical data of the operating subsidiary or combined insurance industry data when historical data is limited.
Workers’ compensation liabilities, including those related to claims incurred but not reported, are recorded principally using annual valuations based on discounted future expected payments using historical data of the operating subsidiary or combined insurance industry data when historical data is 15 Table of Contents limited.
In July 2011, the EPA finalized the Cross-State Air Pollution Rule (the “CSAPR”), a cap-and-trade program that requires 28 states in the Midwest and eastern seaboard of the U.S. to reduce power plant emissions that cross state lines and contribute to ozone and/or fine particle pollution in other states.
In July 2011, the EPA finalized the Cross-State Air Pollution Rule (the “CSAPR”), a cap-and-trade program that requires 28 states in the Midwest and eastern seaboard of the U.S. to reduce power plant emissions that contribute to interstate ozone and/or fine particle pollution.
Our filings with the SEC are also available to the public from commercial document retrieval services and at the SEC’s website at www.sec.gov. ​ 22 Table of Contents
Our filings with the SEC are also available to the public from commercial document retrieval services and at the SEC’s website at www.sec.gov. ​ 23 Table of Contents
These contracts are normally negotiated and entered into during the third and fourth quarters of the preceding calendar year. 5 Table of Contents U.S. metallurgical coal is also exported to the seaborne market and sold to buyers in Europe, South America, Africa, and Asia.
These contracts are normally negotiated and entered into during the third and fourth quarters of the preceding calendar year. U.S. metallurgical coal is also exported to the seaborne market and sold to buyers in Europe, South America, Africa, and Asia.
Our Knox Creek Complex includes a preparation plant and 64,050 acres of controlled mineral rights. The Complex currently produces mid and high-volatile metallurgical coal and also processes and ships coal from other third-party operators. The Company closed its Jawbone mine during 2024, which was nearing the end of its mine life and experiencing higher costs of production.
Our Knox Creek Complex includes a preparation plant and 88,850 acres of controlled mineral rights. The Complex currently produces mid and high-volatile metallurgical coal and also processes and ships coal from other third-party operators. The Company closed its Jawbone mine during 2024, which was nearing the end of its mine life and experiencing higher costs of production.
The 9 Table of Contents property also has issued permits covering an existing haul road as well as an active refuse disposal area together with a preparation plant and unit train loadout, neither of which had been constructed as of the closing date.
The property also has issued permits covering an existing haul road as well as an active refuse disposal area together with a preparation plant and unit train loadout, neither of which had been constructed as of the closing date.
In addition, the disposal, release or spilling of some products used by coal companies in operations, such as chemicals listed as hazardous substances under CERCLA, could trigger the liability provisions of CERCLA or similar state laws. The EPA periodically evaluates the CERCLA list of hazardous substances.
In addition, the disposal, release or spilling of some products used by coal companies in operations, such as chemicals listed as hazardous substances under CERCLA, could trigger the liability provisions of CERCLA or similar state laws. The EPA periodically evaluates the CERCLA list of hazardous substances and updates this list.
In February 2023, EPA found that 21 states’ state implementation plans (SIPs) did not protect downwind states from interstate ozone, leading to EPA’s finalization of a federal implementation Plan (FIP) in March 2023 under the CAA’s Good Neighbor requirements, referred to as the Good Neighbor Plan rule for the 2015 ozone National Ambient Air Quality Standards (“NAAQS”).
Separately, in February 2023, EPA found that 21 states’ state implementation plans (SIPs) did not protect downwind states from interstate ozone, leading to EPA’s finalizing a federal implementation Plan (FIP) in March 2023 under the CAA’s Good Neighbor requirements, referred to as the Good Neighbor Plan rule for the 2015 ozone National Ambient Air Quality Standards (“NAAQS”).
While the Company believes that the RAM permit was denied incorrectly and capriciously, we will not appeal the denial of the permit and will instead focus on our other core properties and monetize these assets at the appropriate time.
While the Company believes that the RAM permit was denied incorrectly 10 Table of Contents and capriciously, we will not appeal the denial of the permit and will instead focus on our other core properties and monetize these assets at the appropriate time.
We foster direct employee involvement in a number of ways including audit participation, accident investigations, as training resources and through solicitation of ideas in small group meetings and through anonymous workplace observation suggestion boxes. ● Positive Reinforcement . Establishing safety as a core belief is paramount to our safety performance.
The key to excellent safety is employee involvement and engagement. We foster direct employee involvement in a number of ways including audit participation, accident investigations, as training resources and through solicitation of ideas in small group meetings and through anonymous workplace observation suggestion boxes. ● Positive Reinforcement . Establishing safety as a core belief is paramount to our safety performance.
Development of our Berwind Complex began in late 2017 in the thinner Pocahontas No. 3 seam and has since sloped up to current mining in the thicker Pocahontas No. 4 seam. In 2020, we suspended development at the Berwind Complex due to lower pricing and demand largely caused by the economic effects of COVID-19.
Development of our Berwind Complex began in late 2017 in the thinner Pocahontas No. 3 seam and has since sloped up to mining in the thicker Pocahontas No. 4 seam. In 2020, we suspended development at the Berwind Complex 9 Table of Contents due to lower pricing and demand largely caused by the economic effects of COVID-19.
Compliance with the NEPA can be time-consuming and may result in the imposition of mitigation measures that could affect the amount of coal that we are able to produce from mines on federal lands, and may require public comment. Furthermore, whether agencies have complied with the NEPA is subject to protest, appeal or litigation, which can delay or halt projects.
Compliance with the NEPA can be time-consuming and may result in the imposition of mitigation measures that could affect the amount of coal that we are able to produce from mines on federal lands and may require public comment. Furthermore, whether agencies have complied with the NEPA is subject to legal challenge, which can delay or halt projects.
Brook Mine The property is located in northeastern Wyoming, near Sheridan, and consists of approximately 16,000 acres of controlled mineral rights and a research and development facility that were acquired as part of the purchase of Ramaco Coal during 2022.
Brook Mine The property is located in northeastern Wyoming, near Sheridan, and consists of approximately 15,800 acres of controlled mineral rights and a research and development facility that were acquired as part of the purchase of Ramaco Coal during 2022.
Should our permitting efforts become subject to such challenges, the permits may not be issued in a timely fashion, may impose requirements which restrict our ability to conduct our mining 12 Table of Contents operations or to do so profitably, or may not be issued at all.
Should our permitting efforts become subject to such challenges, the permits may not be issued in a timely fashion, may impose requirements which restrict our ability to conduct our mining operations or to do so profitably, or may not be issued at all.
Human Capital Resources We believe our employees are a competitive advantage. We seek to foster a culture that strives to provide a safe, healthy and rewarding work environment with opportunities for growth. We had 984 employees as of December 31, 2024, including our named executive officers, and nearly all of our employees are full-time employees.
Human Capital Resources We believe our employees are a competitive advantage. We seek to foster a culture that strives to provide a safe, healthy and rewarding work environment with opportunities for growth. We had approximately 900 employees as of December 31, 2025, including our named executive officers, and nearly all of our employees are full-time employees.
In connection with our advanced carbon products business, the Company holds 76 intellectual property patents and pending patents related to the conversion of low-cost carbon ore into higher-value carbon products as well as exclusive licensing agreements, all of which have a remaining duration of 14-20 years.
In connection with our advanced carbon products business, the Company holds more than 70 intellectual property patents and pending applications related to the conversion of low-cost carbon ore into higher-value carbon products as well as exclusive licensing agreements, all of which have a remaining duration of 14-20 years.
Reg. 87960 (Nov. 6, 2024) confirming that the Good Neighbor Rule is stayed nationwide. · Acid Rain . Title IV of the CAA requires reductions of sulfur dioxide emissions by electric utilities and applies to all coal-fired power plants generating greater than 25 megawatts of power.
Reg. 87960 (Nov. 6, 2024) confirming that the Good Neighbor Plan is stayed nationwide. · Acid Rain . Title IV of the CAA requires reductions of sulfur dioxide emissions by electric utilities and applies to all existing coal-fired power plants generating greater than 25 megawatts of power and all new coal-fired generating units.
To the extent a new rule or further litigation expands the scope of the CWA’s jurisdiction, the CWA permits we need may not be issued, may not be issued in a timely fashion, or may be issued with new requirements which restrict our ability to conduct mining operations or to do so profitably.
To the extent a new rule or further litigation expands the scope of the CWA’s jurisdiction, the CWA permits we need may not be issued, may not be issued in a timely fashion, or may be issued with new requirements which restrict our ability to conduct mining operations or to do so profitably . Resource Conservation and Recovery Act.
Customers and Contracts Coal prices differ substantially by region and are impacted by many factors including the overall economy, demand for steel, demand for electricity, location, market, quality and type of coal, mine operation costs and the cost of customer alternatives. The major factors influencing our business are the global economy and demand for steel.
Customers and Contracts Coal prices differ substantially by region and are impacted by many factors including the overall economy, demand for steel, demand for electricity, location, market, quality and type of coal, mine operation costs and the cost of customer alternatives.
Furthermore, the EPA has determined that emissions of GHGs present an endangerment to public health and the environment, because emissions of GHGs are, according to the EPA, contributing to the warming of the earth’s atmosphere and other climatic changes. Based on these findings, the EPA, over time, has attempted to restrict emissions of GHGs under existing provisions of the CAA.
In 2009 EPA issued a finding that GHGs present an endangerment to public health and the environment, because emissions of GHGs are, according to the EPA, contributing to the warming of the earth’s atmosphere and other climatic changes. Based on these findings, the EPA, over time, has attempted to restrict emissions of GHGs under existing provisions of the CAA.
The Good Neighbor Plan rule implemented nitrogen oxide (“NOx”) limits on power plants and, for the first time, industrial sources, in 23 states. Litigation has ensued, eventually leading to the Supreme Court’s stay of the enforcement of the Good Neighbor Rule in Ohio v. EPA . In November 2024, EPA issued an interim final rule (89 Fed.
The Good Neighbor Plan rule implemented nitrogen oxide (“NOx”) limits on power plants and, for the first time, industrial sources, in 23 states. Litigation followed, and the Supreme Court’s stayed enforcement of the Good Neighbor Plan in Ohio v. EPA. In November 2024, EPA issued an interim final rule (89 Fed.
The various requirements mandated by federal and state statutes, rules, and regulations place restrictions on our methods of operation and result in fees and civil penalties for violations of such requirements or criminal liability for the knowing violation of such standards, significantly impacting operating costs and productivity.
The various requirements mandated by federal and state statutes, rules, and regulations place restrictions on our methods of operation and result in fees and civil penalties for violations of such requirements or criminal liability for the knowing violation of such standards, significantly impacting operating costs and productivity. Changes to state laws and regulations may limit operations or increase operational costs.
In early 2021, as pricing and demand improved, Berwind development resumed, and we successfully reached the Pocahontas No. 4 seam in late 2021. The Berwind Complex experienced an ignition event during the third quarter of 2022 that resulted in idling 8 Table of Contents mining operations for one of the active mines.
In early 2021, as pricing and demand improved, Berwind development resumed, and we successfully reached the Pocahontas No. 4 seam in late 2021. The Berwind Complex experienced an ignition event during the third quarter of 2022 that resulted in idling mining operations for one of the active mines. Production restarted for the idle mine in the first quarter of 2023.
The Interim Final Rule took effect in August 2022. Estimates of our total reclamation and mine-closing liabilities are based upon permit requirements and our experience related to similar activities. If these accruals are insufficient or our liability in a particular year is greater than currently anticipated, our future operating results could be adversely affected. Mining Permits and Approvals.
Estimates of our total reclamation and mine-closing liabilities are based upon permit requirements and our experience related to similar activities. If these accruals are 13 Table of Contents insufficient or our liability in a particular year is greater than currently anticipated, our future operating results could be adversely affected. Mining Permits and Approvals.
In September 2016, the EPA finalized a rule that further limited summertime (May-September) nitrogen oxide emissions from power plants in 22 states in the eastern United States beginning in May 2017 (the “CSAPR Update Rule”).
A September 2016, update to CSAPR further limited summertime (May-September) nitrogen oxide emissions from power plants in 22 states in the eastern United States beginning in May 2017 (the “CSAPR Update Rule”).
We estimate that the mine life for the Knox Creek Complex is approximately 12 years. The Company closed its Big Creek Jawbone mine during 2024, which was nearing end of mine life and experiencing higher cost production. RAM Mine Following years of delays, the Pennsylvania Department of Environmental Protection issued a denial of the RAM Mine permit in southwest Pennsylvania.
The Company closed its Big Creek Jawbone mine during 2024, which was nearing end of mine life and experiencing higher cost production. RAM Mine Following years of delays, the Pennsylvania Department of Environmental Protection issued a denial of the RAM Mine permit in southwest Pennsylvania.
The Elk Creek property consists of approximately 20,200 acres of controlled mineral rights and contains 16 seams that we believe are economically mineable. Nearly all our seams contain high-quality, high-volatile metallurgical coal accessible at or above drainage. Additionally, almost all of this coal is high-fluidity, which is an important factor for high-volatile metallurgical coal.
The Elk Creek property consists of approximately 20,200 acres of controlled mineral rights and contains 16 seams that we believe are economically mineable. Nearly all our seams contain high-quality, high-volatile metallurgical coal accessible at or above drainage.
During 2024, the Company completed the purchase of an existing coal preparation plant and relocated the plant to the Company’s Maben Complex, which was commissioned early in the fourth quarter. The addition of the preparation plant is expected to reduce trucking costs going forward.
During 2024, the Company completed the purchase of an existing coal preparation plant and relocated the plant to the Company’s Maben Complex, which was commissioned early in the fourth quarter of 2024. The addition of the preparation plant reduced trucking costs subsequent to commissioning.
If, in the future, we are unable to secure surety bonds for these obligations and are forced to secure letters of credit indefinitely or obtain some other form of financial assurance at too high of a cost, our profitability may be negatively affected. 13 Table of Contents We intend to maintain a credit profile that precludes the need to post collateral for our surety bonds.
If, in the future, we are unable to secure surety bonds for these obligations and are forced to secure letters of credit indefinitely or obtain some other form of financial assurance at too high of a cost, our profitability may be negatively affected.
Individually and collectively, these and future revised various financial assurance requirements may increase the amount of financial assurance needed and limit the types of acceptable instruments, straining the capacity of the surety markets to meet demand. This may delay the timing for and increase the costs of obtaining the required financial assurance.
It is possible that future revisions to various financial assurance requirements may increase the amount of financial assurance needed and limit the types of acceptable instruments, straining the capacity of the surety markets to meet demand. This may delay the timing for and increase the costs of obtaining the required financial assurance.
Environmental, Health and Safety and Other Regulatory Matters Our operations are subject to numerous federal, state, and local environmental, health and safety laws and regulations, such as those relating to permitting and licensing matters, employee health and safety, reclamation and restoration of mining properties, water discharges, air emissions, plant and wildlife protection, the storage, treatment and disposal of certain materials (including solid and hazardous wastes), remediation of contaminated sites, surface subsidence from underground mining and the effects of mining on surface water and groundwater conditions.
We continually seek to develop relationships with suppliers and contractors that focus on reducing our costs while improving quality and service. 12 Table of Contents Environmental, Health and Safety and Other Regulatory Matters Our operations are subject to numerous federal, state, and local environmental, health and safety laws and regulations, such as those relating to permitting and licensing matters, employee health and safety, reclamation and restoration of mining properties, water discharges, air emissions, plant and wildlife protection, the storage, treatment and disposal of certain materials (including solid and hazardous wastes), remediation of contaminated sites, surface subsidence from underground mining and the effects of mining on surface water and groundwater conditions.
We estimate that the Elk Creek Complex contains reserves capable of yielding approximately 29 million 7 Table of Contents tons of clean saleable metallurgical coal as well as measured and indicated metallurgical coal resource tons of 211 million. We estimate that the mine life for the Elk Creek Complex is 15 years.
We estimate that the Elk Creek Complex contains reserves capable of yielding approximately 29 million tons of clean saleable metallurgical coal as well as measured and indicated metallurgical coal resource tons of 211 million.
The adjusted fees proposed in the Interim Final Rule per ton for October 1, 2021 through September 30, 2034 are (i) 22.4 cents per ton for surface-mined anthracite, bituminous, and subbituminous coal if the value per ton is $2.24 per ton or more, (ii) 9.6 cents per ton for underground-mined anthracite, bituminous, and subbituminous coal if the value per ton is $0.96 per ton, and (iii) 6.4 cents per ton for surface- and underground-mined lignite coal if the value per ton is $3.20 per ton or more.
The fees through September 30, 2034 are (i) 22.4 cents per ton for surface-mined anthracite, bituminous, and subbituminous coal if the value per ton is $2.24 per ton or more, (ii) 9.6 cents per ton for underground-mined anthracite, bituminous, and subbituminous coal if the value per ton is $0.96 per ton, and (iii) 6.4 cents per ton for surface- and underground-mined lignite coal if the value per ton is $3.20 per ton or more, as set by the OSMRE Final Rule effective August 24, 2022.
We conduct regular safety meetings with the frequent involvement of senior management to reinforce the “tone at the top.” ● Drug and Alcohol Testing . We require pre-employment drug screening as well as regular random drug testing that exceeds regulatory requirements. 21 Table of Contents ● Continuous Improvement Programs .
We conduct regular safety meetings with the frequent involvement of senior management to reinforce the “tone at the top.” ● Drug and Alcohol Testing . We require pre-employment drug screening as well as regular random drug testing that exceeds regulatory requirements. ● Continuous Improvement Programs . We track key safety performance metrics, including accident rates, violation types and frequencies.
This rule is not currently operative in certain states and for certain parties due to ongoing litigation. In August 2023, the EPA and Corps issued a final rule to amend the “Revised Definition of ‘Waters of the United States’” rule in response to the U.S. Supreme Court’s May 2023 decision in the case of Sackett v. Environmental Protection Agency .
In August 2023, the EPA and Corps issued a final rule to amend the “Revised Definition of ‘Waters of the United States’” rule in response to the U.S. Supreme Court’s May 2023 decision in the case of Sackett v. Environmental Protection Agency.
We process our Elk Creek coal production through the preparation plant located on-site at the complex, which has a heavy-media vessel, large-diameter heavy-media cyclone, dual-stage spiral concentrators, froth flotation, horizontal vibratory and screen bowl centrifuges.
Additionally, we seek to market a portion of our coal in the specialty coal markets that value low ash content. We process our Elk Creek coal production through the preparation plant located on-site at the complex, which has a heavy-media vessel, large-diameter heavy-media cyclone, dual-stage spiral concentrators, froth flotation, horizontal vibratory and screen bowl centrifuges.
This proposed rule, if finalized, may result in increased costs to cleanup properties at which the listed PFAS were released. 19 Table of Contents We may be subject to liability under CERCLA and similar state laws for coal mines that we currently own, lease or operate or that we or our predecessors have previously owned, leased or operated, and sites to which we or our predecessors sent hazardous substances.
The addition of new substances to CERCLA’s hazardous substance list may result in increased costs to cleanup properties at which the listed substances are released or pose the threat of release. 20 Table of Contents We may be subject to liability under CERCLA and similar state laws for coal mines that we currently own, lease or operate or that we or our predecessors have previously owned, leased or operated, and sites to which we or our predecessors sent hazardous substances.
We are committed to maintaining a conservative capital structure with a reasonable amount of debt that will afford us the financial flexibility to execute our business strategies on an ongoing basis. Enhancing Coal Purchase Opportunities. Depending on market conditions, we purchase coal from other independent producers.
Maintaining a Conservative Capital Structure and Prudently Managing the Business for the Long Term. We are committed to maintaining a conservative capital structure and prudently managing the business for the long term, with a reasonable amount of net debt that will afford us the financial flexibility to execute our business strategies on an ongoing basis. Enhancing Coal Purchase Opportunities.
We use third-party suppliers for a significant portion of our equipment rebuilds and repairs, drilling services and construction. We believe adequate substitute suppliers and contractors are available, and we are not dependent on any one supplier or contractor. We continually seek to develop relationships with suppliers and contractors that focus on reducing our costs while improving quality and service.
We use third-party suppliers for a significant portion of our equipment rebuilds and repairs, drilling services and construction. We believe adequate substitute suppliers and contractors are available, and we are not dependent on any one supplier or contractor.
Various state and local governments have also publicly committed to furthering the goals of the Paris Agreement. International commitments, reentry into the Paris Agreement and President Biden’s executive orders may result in the development of additional regulations or changes to existing regulations that may impact our business.
Even as federal action has fluctuated, state and local governments have publicly committed to furthering the goals of the Paris Agreement. International commitments, potential future reentry into the Paris Agreement and state or local action may result in the development of additional regulations or changes to existing regulations that may impact our business.
Our operations include seven active mines at our Elk Creek mining complex (the “Elk Creek Complex”), two active mines at our Berwind mining complex (the “Berwind Complex”), one active mine at our Knox Creek mining complex (the “Knox Creek Complex”), and one active mine at our Maben mining complex (the “Maben Complex”).
As of December 31, 2025, our operations included six active mines at our Elk Creek mining complex (the “Elk Creek Complex”), one active mine at our Berwind mining complex (the “Berwind Complex”), one active mine at our Knox Creek mining complex (the “Knox Creek Complex”), and one active mine at our Maben mining complex (the “Maben Complex”).
We control the majority of the coal and related mining rights within the existing permitted areas and our current mine plans, as well as the surface for our surface facilities, through lease agreements with McDonald Land Company among others.
Additionally, almost all of this coal is high-fluidity, which is an important factor for high-volatile metallurgical coal. 8 Table of Contents We control the majority of the coal and related mining rights within the existing permitted areas and our current mine plans, as well as the surface for our surface facilities, through lease agreements with McDonald Land Company among others.
If a major customer decided to stop purchasing coal or significantly 10 Table of Contents reduced its purchases from us, revenue could decline and our operating results and financial condition could be adversely affected.
During 2025, sales to three customers accounted for approximately 34% of total revenue. No other customer accounted for 10% or more of our total revenue during 2025. If a major customer decided to stop purchasing coal or significantly reduced its purchases from us, revenue could decline and our operating results and financial condition could be adversely affected.
Being a Low-Cost U.S. Producer of Metallurgical Coal. Our reserve base presents advantaged geologic characteristics such as relatively thick coal seams at the deep mines, a low effective mining ratio at the surface mines, and desirable metallurgical coal quality.
Our reserve base presents advantaged geologic characteristics such as relatively thick coal seams at our deep mines, a low effective mining ratio at our surface mines, and desirable metallurgical coal quality. These characteristics contribute to a production profile that has a cash cost of production that is significantly below most U.S. metallurgical coal producers.
Development of the Elk Creek Complex commenced in 2016 and included the construction of a preparation plant and rail load-out facilities. The Elk Creek property consists of approximately 20,200 acres of controlled mineral rights and contains approximately 16 seams targeted for production. The Elk Creek Complex produces high-volatile A 4 Table of Contents and B metallurgical coals.
The Elk Creek property consists of approximately 20,200 acres of controlled mineral rights and contains approximately 16 seams targeted for production. The Elk Creek Complex produces high-volatile A and B metallurgical coals.
Our market for Elk Creek production is North American coke and steel producers as well as European, South American, Asian and African customers, and occasionally to coal traders and brokers for use in filling orders for their blended products. Additionally, we seek to market a portion of our coal in the specialty coal markets that value low ash content.
When segregated, a portion of our coal can be sold as a high-volatile A product for a premium. Our market for Elk Creek production is North American coke and steel producers as well as European, South American, Asian and African customers, and occasionally to coal traders and brokers for use in filling orders for their blended products.
We estimate that the Maben Complex contains reserves capable of yielding approximately 11 million tons of clean saleable metallurgical coal as well as measured and indicated metallurgical coal resource tons of 230 million. The expected mine life for the Maben Complex is estimated to be 15 years.
We estimate that the Maben Complex contains reserves capable of yielding approximately 30 million tons of clean saleable metallurgical coal as well as measured and indicated metallurgical coal resource tons of 216 million.
The $1 trillion legislative infrastructure package passed by Congress in November 2021 includes a number of climate-focused spending initiatives targeted at climate resilience, enhanced response and preparation for extreme weather events, and clean energy and transportation investments. In August 2022, President Biden signed the Inflation Reduction Act of 2022 into law.
The $1 trillion legislative infrastructure package passed by Congress in November 2021 includes a number of climate-focused spending initiatives targeted at climate resilience, enhanced response and preparation for extreme weather events, and clean energy and transportation investments, though certain climate-focused elements were subsequently curtailed by the 2025 One Big Beautiful Bill Act (the “OBBBA”).
Purchased coal is complementary from a blending standpoint with our produced coals or it may also be sold as an independent product. Demonstrating Excellence in Safety and Environmental Stewardship. We are committed to complying with both regulatory and our high standards for environmental and employee health and safety requirements.
Depending on market conditions, we may purchase coal from other independent producers. Purchased coal is complementary from a blending standpoint with our produced coals or it may also be sold as an independent product. Demonstrating Excellence in Safety and Environmental Stewardship.
We plan to complete development of our existing properties and increase annual production over the next few years to possibly as much as seven million clean tons of metallurgical coal annually, subject to market conditions, permitting, and additional capital deployment. We may also acquire additional reserves or infrastructure that contribute to our focus on advantaged geology and lower costs.
We plan to complete development of our existing properties and increase annual production over the next few years to possibly more than seven million clean tons of metallurgical coal annually, subject to market conditions, permitting, and additional capital deployment in the medium-term.
Coal quality and volumes are stipulated in coal sales agreements, and, in many cases, the annual pricing and volumes are fixed. Our contracts with customers typically require us to deliver coal with minimum specifications or qualities. Variances from these specifications or qualities are settled by employing price adjustments.
Our contracts with customers typically require us to deliver coal with minimum specifications or qualities. Variances from these specifications or qualities are settled by employing price adjustments. Generally, the Company’s domestic sales contracts have terms of about one year and the pricing is typically fixed.
We conduct periodic safety audits that include workplace examinations, including observation of workers at work, as well as safety program reviews. Both internal and external resources are utilized to conduct these audits. ● Employee Performance Improvement . A key element of our safety program is the recognition that safe work practices are a requirement of employment.
Both internal and external resources are utilized to conduct these audits. ● Employee Performance Improvement . A key element of our safety program is the recognition that safe work practices are a requirement of employment. We identify employee performance that is below expectations and develop specific action plans for improvement. ● Employee Involvement .
The CAA indirectly impacts coal mining operations by extensively regulating the emissions of particulate matter, sulfur dioxide, nitrogen oxides, mercury and other compounds emitted by coal-fired power plants.
Direct impacts on coal mining and processing operations include CAA permitting requirements and emission control requirements relating to air pollutants, including particulate matter such as fugitive dust. The CAA indirectly impacts coal mining operations by extensively regulating the emissions of particulate matter, sulfur dioxide, nitrogen oxides, mercury and other compounds emitted by coal-fired power plants.
We are also focused on the potential development of rare earth elements and critical minerals, including gallium and germanium which were recently banned for export to the United States by China, as well as the potential commercialization of coal-to-carbon-based products and materials.
We are also focused on the development of rare earth elements and critical minerals, including gallium, germanium and scandium which are, from time to time subject to strict export licensing requirements and changing destination-specific restrictions (including export bans or restrictions to the United States imposed by the Chinese government), as well as the potential commercialization of coal-to-carbon-based products and materials.
These changes could have a material impact on our costs expended in association with the federal black lung program. In addition to possibly incurring liability under federal statutes, we may also be liable under state laws for black lung claims. Clean Air Act.
These changes could materially impact our costs associated with the federal black lung program. In addition to possibly incurring liability under federal statutes, we may also be liable under state laws for black lung claims. Clean Air Act. The CAA and comparable state laws that regulate air emissions affect coal mining operations both directly and indirectly.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeA summary of our risk factors is as follows: · Certain of properties have not yet been fully developed into producing coal mines and, if we experience any development delays or cost increases or are unable to complete the construction of our facilities, our business, financial condition and results of operations could be adversely affected. · We have customer concentration, so the loss of, or significant reduction in, purchases by our largest coal customers could adversely affect our business, financial condition, results of operations and cash flows. · Our customer base is highly dependent on the steel industry. · Deterioration in the global economic conditions, a worldwide financial downturn or negative credit market conditions could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends. · We do not enter into long-term sales contracts for our coal and as a result we are exposed to fluctuations in market pricing. · We face uncertainties in estimating our economically recoverable coal reserves, and inaccuracies in our estimates could result in lower-than-expected revenues, higher than expected costs and decreased profitability. · A substantial or extended decline in the prices we receive for our coal could adversely affect our business, results of operations, financial condition, cash flows and ability to pay dividends to our stockholders. · Changes in the global economic environment, inflation, rising interest rates, recessions or prolonged periods of slow economic growth, and global instability and actual and threatened geopolitical conflict, could have an adverse effect on our industry and business, as well as those of our customers and suppliers. · Increased competition or a loss of our competitive position could adversely affect sales of, or prices for, our coal, which could impair our profitability. · The availability and reliability of transportation facilities and fluctuations in transportation costs could affect the demand for our coal or impair our ability to supply coal to prospective customers. · Any significant downtime of our major pieces of mining equipment, including any preparation plants, could impair our ability to supply coal to prospective customers and materially and adversely affect our results of operations. · Our ability to collect payments from customers could be impaired if their creditworthiness declines or if they fail to honor their contracts with us. · If we are unable to obtain needed capital or financing on satisfactory terms, we may have to curtail our operations and delay our construction and growth plans, which may materially adversely affect our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. · Our operations could be adversely affected if we are unable to obtain required financial assurance, or if the costs of financial assurance increase materially. · Defects in title or loss of any leasehold interests in our properties could limit our ability to conduct mining operations on these properties or result in significant unanticipated costs. · Substantially all of our mining properties are leased from our affiliates and conflicts of interest may arise in the future as a result. · We may face restricted access to international markets in the future. · Our lessees could satisfy obligations to their customers with minerals from properties other than ours, depriving us of the ability to receive amounts in excess of minimum royalty payments. · Technology development involves significant time and expense and can be uncertain. · The current U.S. administration and Congress could enact legislative and regulatory measures that could adversely affect our mining operations or cost structure or our customers’ ability to use coal, which could have a material adverse effect on our financial condition and results of operations. · Current and future government laws, regulations and other legal requirements relating to protection of the environment and natural resources may increase our costs of doing business and may restrict our coal operations. 23 Table of Contents · Our operations may impact the environment or cause exposure to hazardous substances, and our properties may have environmental contamination, which could expose us to significant costs and liabilities. · We must obtain, maintain, and renew governmental permits and approvals for mining operations, which can be a costly and time-consuming process and result in restrictions on our operations. · We and our significant stockholders are subject to the Applicant Violator System. · Our mines are subject to stringent federal and state safety regulations that increase our cost of doing business at active operations and may place restrictions on our methods of operation.
Biggest changeIf we are unable to obtain needed capital or financing on satisfactory terms, we may have to curtail our operations and delay our construction and growth plans, which may materially adversely affect our business, results of operations, financial condition and cash flows, and ability to pay dividends to our stockholders. · We may not be able to obtain equipment, parts and supplies in a timely manner, in sufficient quantities or at reasonable costs to support our coal mining and transportation operations. · Our operations could be adversely affected if we are unable to obtain required financial assurance, or if the costs of financial assurance increase materially. · Defects in title or loss of any leasehold interests in our properties could limit our ability to conduct mining operations on these properties or result in significant unanticipated costs. · A shortage of skilled labor in the mining industry could pose a risk to achieving improved labor productivity, which could adversely affect our profitability. · We and our significant stockholders are subject to the Applicant Violator System. · The enactment of legislative and regulatory measures could adversely affect our mining operations or cost structure or our customers’ ability to use coal, which could have a material adverse effect on our financial condition and results of operations. 24 Table of Contents · Current and future laws, regulations and other legal requirements relating to protection of the environment and natural resources may increase our costs of doing business and may restrict our coal operations. · Our operations may impact the environment or cause exposure to hazardous substances, and our properties may have environmental contamination, which could expose us to significant costs and liabilities. · We must obtain, maintain, and renew governmental permits and approvals for mining operations, which can be a costly and time-consuming process and result in restrictions on our operations. · Federal or state regulatory agencies have the authority to order certain of our mines to be closed under certain circumstances, which could materially and adversely affect our ability to meet customer demands. · Our customers are subject to extensive existing and future laws, regulations and other legal requirements relating to protection of the environment, which could negatively impact our business and the market for our products. · Our mines are subject to stringent federal and state safety regulations that increase our cost of doing business at active operations and may place restrictions on our methods of operation.
Climate change continues to attract considerable public and scientific attention. There is widespread concern about the contributions of human activity to such changes, especially through the emission of GHGs. Numerous reports, such as Sixth Assessment Report of the Intergovernmental Panel on Climate Change, have further raised concern about the impacts of fossil fuel combustion on global climate issues.
Climate change continues to attract considerable public and scientific attention. There is widespread concern about the contributions of human activity to such changes, especially through the emission of GHGs. Numerous reports, such as the Sixth Assessment Report of the Intergovernmental Panel on Climate Change, have further raised concern about the impacts of fossil fuel combustion on global climate issues.
See “Business—Environmental and Other Regulatory Matters.” Examples include laws and regulations relating to: ​ · occupational health and safety; · emissions to air and discharges to water; · plant and wildlife protection, including endangered species protections; · the reclamation and restoration of properties after mining or other activity has been completed; · limitations on land use; · mine permitting and licensing requirements; · the storage, treatment and disposal of wastes; · air quality standards; · water pollution; · protection of human health, plant-life and wildlife, including endangered and threatened species, and biodiversity; · protection of wetlands; · the discharge of materials into the environment; · remediation of contaminated soil, surface and groundwater; and · the effects of operations on surface water and groundwater quality and availability. ​ Complying with these environmental and employee health and safety requirements, including the terms of our permits, has had, and will continue to have, a significant effect on our costs of operations.
See “Business—Environmental, Health and Safety and Other Regulatory Matters.” Examples include laws and regulations relating to: ​ · occupational health and safety; · emissions to air and discharges to water; · plant and wildlife protection, including endangered species protections; · the reclamation and restoration of properties after mining or other activity has been completed; · limitations on land use; · mine permitting and licensing requirements; · the storage, treatment and disposal of wastes; · air quality standards; · water pollution; · protection of human health, plant life and wildlife, including endangered and threatened species, and biodiversity; · protection of wetlands; · the discharge of materials into the environment; · remediation of contaminated soil, surface and groundwater; and · the effects of operations on surface water and groundwater quality and availability. ​ Complying with these environmental and employee health and safety requirements, including the terms of our permits, has had, and will continue to have, a significant effect on our costs of operations.
See “Business—Environmental and Other Regulatory Matters—Mine Safety and Health.” ​ The regulations enacted under the MINE Act and MINER Act as well as under similar state acts are routinely expanded, raising compliance costs and increasing potential liability.
See “Business—Environmental, Health and Safety and Other Regulatory Matters—Mine Safety and Health.” ​ The regulations enacted under the MINE Act and MINER Act, as well as under similar state acts are routinely expanded, raising compliance costs and increasing potential liability.
The timing and amount of dividends declared will depend on, among other things: (a) our earnings, earnings outlook, financial condition, production, processing and shipping levels, financial condition, cash flow, cash requirements and our outlook on current and future market conditions, (b) our liquidity, including our ability to obtain debt and equity financing on acceptable terms, (c) restrictive covenants in our Credit and Security Agreement (the “Credit Agreement”) with KeyBank National Association, as the administrative agent, and other lenders party thereto, and any future debt instruments and (d) provisions of applicable law governing the payment of dividends. ​ The metallurgical coal industry is highly volatile, and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period.
The timing and amount of dividends declared will depend on, among other things: (a) our earnings, earnings outlook, financial condition, production, processing and shipping levels, cash flow, cash requirements and our outlook on current and future market conditions, (b) our liquidity, including our ability to obtain debt and equity financing on acceptable terms, (c) restrictive covenants in our Credit and Security Agreement (the “Credit Agreement”) with KeyBank National Association, as the administrative agent, and other lenders party thereto, and any future debt instruments and (d) provisions of applicable law governing the payment of dividends. ​ The metallurgical coal industry is highly volatile, and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period.
The market price of the Class B common stock may be materially affected by, among other things: · actual or anticipated fluctuations CORE’s operating results; ​ · potential acquisition activity by the Company (regardless of the class to which it is attributed) or the companies in which we invest; ​ · issuances of debt or equity securities to raise capital by the Company or the companies in which we invest and the manner in which that debt or the proceeds of an equity issuance are attributed to each of the classes; ​ · changes in financial estimates by securities analysts regarding the Class B common stock, the Class A common stock or CORE attributable to the Class B common stock; ​ · the complex nature and the potential difficulties investors may have in understanding the terms of our new tracking stock, as well as concerns regarding the possible effect of certain of those terms on an investment in our stocks; and ​ · general market conditions.
The market price of the Class B common stock may be materially affected by, among other things: · actual or anticipated fluctuations in CORE’s operating results; ​ · potential acquisition activity by the Company (regardless of the class to which it is attributed) or the companies in which we invest; ​ · issuances of debt or equity securities to raise capital by the Company or the companies in which we invest and the manner in which that debt or the proceeds of an equity issuance are attributed to each of the classes; ​ · changes in financial estimates by securities analysts regarding the Class B common stock, the Class A common stock or CORE attributable to the Class B common stock; ​ · the complex nature and the potential difficulties investors may have in understanding the terms of our new tracking stock, as well as concerns regarding the possible effect of certain of those terms on an investment in our stocks; and ​ · general market conditions.
A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or the Senior Notes, if any, could cause the liquidity or market value of the Senior Notes to decline significantly. Our credit ratings, if any, are an assessment by rating agencies of our ability to pay our debts when due.
A downgrade, suspension or withdrawal of a credit rating assigned by a rating agency to us or the Senior Notes, if any, could cause the liquidity or market value of the Senior Notes to decline significantly. Our credit ratings, if any, are an assessment by rating agencies of our ability to pay our debts when due.
The credit ratings for the Senior Notes could at any time be revised downward or withdrawn entirely at the discretion of the issuing rating agency. Credit ratings only reflect the views of the issuing rating agency or agencies, and such ratings could at any time be revised downward or withdrawn entirely at the discretion of the issuing rating agency.
Credit ratings for the Senior Notes could at any time be revised downward or withdrawn entirely at the discretion of the issuing rating agency. Credit ratings only reflect the views of the issuing rating agency or agencies, and such ratings could at any time be revised downward or withdrawn entirely at the discretion of the issuing rating agency.
We may incur other expenses or liabilities that could reduce or eliminate the cash available for distribution as dividends. ​ In addition, financing agreements may prohibit the payment of dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividends. ​ In addition, Section 170 of the Delaware General Corporation Law (the “DGCL”) allows our board of directors to declare and pay dividends on the shares of our Class A common stock and Class B common stock either (a) out of our surplus, as defined in and computed in accordance with the DGCL or (ii) in case there shall be no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.
We may incur other expenses or liabilities that could reduce or eliminate the cash available for distribution as dividends. ​ In addition, financing agreements may prohibit the payment of dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividends. ​ In addition, Section 170 of the Delaware General Corporation Law (the “DGCL”) allows our board of directors to declare and pay dividends on the shares of our Class A common stock and Class B common stock either (a) out of our surplus, as defined in and computed in accordance with the DGCL or (b) in case there shall be no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.
The amount of cash we generate from operations and the actual amount of cash we will have available for dividends will vary based upon, among other things: ​ · risks related to the impact of pandemics such as the COVID-19 global pandemic, including with regard to the scope and duration of the outbreak, the health and safety of our employees, government actions and restrictive measures implemented in response, delays and cancellations of customer sales, supply chain disruptions and other impacts to the business, or our ability to execute our business continuity plans; · the development of our properties into producing coal mines; · the ability to begin generating significant revenues and operating cash flows; · the market price for coal; · overall domestic and global economic conditions, including the supply of and demand for domestic and foreign coal, coke and steel; · unexpected operational events or geological conditions; · cost overruns; · our ability to enter into agreements governing the sale of coal, which are generally short-term in nature and subject to fluctuations in market pricing; · the level of our operating costs; · prevailing global and regional economic and political conditions; · changes in interest rates; · the impact of domestic and foreign governmental laws and regulations, including environmental and climate change regulations and regulations affecting the coal mining industry; 46 Table of Contents · delays in the receipt of, failure to receive, failure to maintain or revocation of necessary governmental permits; · modification or revocation of our dividend policy by our board of directors; and · the amount of any cash reserves established by our board of directors. ​ The amount of cash we generate from our operations may differ materially from our net income or loss for the period, which will be affected by non-cash items.
The amount of cash we generate from operations and the actual amount of cash we will have available for dividends will vary based upon, among other things: ​ · risks related to the impact of pandemics such as the COVID-19 global pandemic, including with regard to the scope and duration of the outbreak, the health and safety of our employees, government actions and restrictive measures implemented in response, delays and cancellations of customer sales, supply chain disruptions and other impacts to the business, or our ability to execute our business continuity plans; 48 Table of Contents · the development of our properties into producing coal mines; · the ability to begin generating significant revenues and operating cash flows; · the market price for coal; · overall domestic and global economic conditions, including the supply of and demand for domestic and foreign coal, coke and steel; · unexpected operational events or geological conditions; · cost overruns; · our ability to enter into agreements governing the sale of coal, which are generally short-term in nature and subject to fluctuations in market pricing; · the level of our operating costs; · prevailing global and regional economic and political conditions; · changes in interest rates; · the impact of domestic and foreign governmental laws and regulations, including environmental and climate change regulations and regulations affecting the coal mining industry; · delays in the receipt of, failure to receive, failure to maintain or revocation of necessary governmental permits; · modification or revocation of our dividend policy by our board of directors; and · the amount of any cash reserves established by our board of directors. ​ The amount of cash we generate from our operations may differ materially from our net income or loss for the period, which will be affected by non-cash items.
These provisions include: ​ · authorizing a capital structure with multiple classes of common stock: a Class A common stock and Class B common stock; ​ · classifying our Board with staggered three-year terms, which may lengthen the time required to gain control of our Board; ​ · prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of the stockholders; ​ · limiting who may call special meetings of stockholders; ​ · establishing advance notice requirements for nominations of candidates for election to our Board or for proposing matters that can be acted upon by stockholders at stockholder meetings; ​ · requiring stockholder approval by holders of at least 66 2/3% of our aggregate voting power with respect to certain extraordinary matters, such as an amendment to our Amended Charter (excluding amendments to Section 4.1 thereof) or bylaws, and the approval by holders of at least 75% of our aggregate voting power for the removal of a director; and ​ · the existence of authorized and unissued stock, including “blank check” preferred stock, which could be issued by our Board to persons friendly to our then current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of the Company. ​ Risks Related to Our Senior Notes ​ The terms of the indentures governing our Senior Notes and the agreements and instruments governing our other indebtedness, including the Credit Agreement, and surety bonding obligations impose restrictions that may limit our operating and financial flexibility.
These provisions include: ​ · authorizing a capital structure with multiple classes of common stock: a Class A common stock and Class B common stock; ​ · classifying our Board with staggered three-year terms, which may lengthen the time required to gain control of our Board; ​ · prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of the stockholders; ​ · limiting who may call special meetings of stockholders; ​ · establishing advance notice requirements for nominations of candidates for election to our Board or for proposing matters that can be acted upon by stockholders at stockholder meetings; ​ · requiring stockholder approval by holders of at least 66 2/3% of our aggregate voting power with respect to certain extraordinary matters, such as an amendment to our Amended Charter (excluding amendments to Section 4.1 thereof) or bylaws, and the approval by holders of at least 75% of our aggregate voting power for the removal of a director; and ​ · the existence of authorized and unissued stock, including “blank check” preferred stock, which could be issued by our Board to persons friendly to our then current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of the Company. ​ Risks Related to Our Senior Notes (including 2031 Convertible Senior Notes) ​ The terms of the indentures governing our Senior Notes and the agreements and instruments governing our other indebtedness, including the Credit Agreement, and surety bonding obligations impose restrictions that may limit our operating and financial flexibility.
Some of the factors and assumptions that can impact economically recoverable coal reserve estimates include: ​ · geologic and mining conditions; · historical production from the area compared with production from other producing areas; · the assumed effects of environmental and other regulations and taxes by governmental agencies; · our ability to obtain, maintain and renew all required permits; · future improvements in mining technology; · assumptions related to future prices; and · future operating costs, including the cost of materials, and capital expenditures. ​ Each of the factors that impacts reserve estimation may vary considerably from the assumptions used in estimating the reserves.
Some of the factors and assumptions that can impact economically recoverable coal reserve estimates include: ​ · geologic and mining conditions; · historical production from the area compared with production from other producing areas; · the assumed effects of environmental and other regulations and taxes by governmental agencies; · our ability to obtain, maintain and renew all required permits; · future improvements in mining technology; · assumptions related to future prices; and · future operating costs, including the cost of materials, and capital expenditures. ​ Each of the factors that impact reserve estimation may vary considerably from the assumptions used in estimating the reserves.
The indentures governing our Senior Notes and the agreements governing our other indebtedness, including the Credit Agreement, and surety bonding obligations contain certain restrictions and covenants which restrict our ability to incur liens and/or debt or provide guarantees in respect of obligations of any other person and other restrictions, all of which could adversely affect our ability to operate our business, as well as significantly affect our liquidity, and therefore could adversely affect our results of operations. ​ These covenants limit, among other things, our ability to: ​ · incur additional indebtedness under certain circumstances; · pay dividends on or make distributions in respect of stock or make certain other restricted payments, such as share repurchases; · make capital investments; · enter into agreements that restrict distributions from certain subsidiaries; · sell or otherwise dispose of assets; 55 Table of Contents · use for general purposes the cash received from certain allowable asset sales or disposals; · enter into transactions with affiliates; · create or incur liens; · merge, consolidate or sell all or substantially all of our assets; and · receive dividends or other payments from subsidiaries in certain cases. ​ Our ability to comply with these covenants may be affected by events beyond our control and we may need to refinance existing debt in the future.
The indentures governing our Senior Notes and the agreements governing our other indebtedness, including the Credit Agreement, and surety bonding obligations contain certain restrictions and covenants which restrict our ability to incur liens and/or debt or provide guarantees in respect of obligations of any other person and other restrictions, all of which could adversely affect our ability to operate our business, as well as significantly affect our liquidity, and therefore could adversely affect our results of operations. ​ 57 Table of Contents These covenants limit, among other things, our ability to: ​ · incur additional indebtedness under certain circumstances; · pay dividends on or make distributions in respect of stock or make certain other restricted payments, such as share repurchases; · make capital investments; · enter into agreements that restrict distributions from certain subsidiaries; · sell or otherwise dispose of assets; · use for general purposes the cash received from certain allowable asset sales or disposals; · enter into transactions with affiliates; · create or incur liens; · merge, consolidate or sell all or substantially all of our assets; and · receive dividends or other payments from subsidiaries in certain cases. ​ Our ability to comply with these covenants may be affected by events beyond our control and we may need to refinance existing debt in the future.
In addition, Pennsylvania, West Virginia, and Virginia all have similar programs for mine safety and health regulation and enforcement. ​ The various requirements mandated by federal and state statutes, rules, and regulations may place restrictions on our methods of operation and potentially result in fees and civil penalties for violations of such requirements or criminal liability for the knowing violation of such standards, significantly impacting operating costs and productivity.
In addition, Pennsylvania, West Virginia, Virginia and Wyoming all have similar programs for mine safety and health regulation and enforcement. ​ The various requirements mandated by federal and state statutes, rules, and regulations may place restrictions on our methods of operation and potentially result in fees and civil penalties for violations of such requirements or criminal liability for the knowing violation of such standards, significantly impacting operating costs and productivity.
The operating risks that may have a significant impact on our future coal operations include: 30 Table of Contents ​ · variations in thickness of seams of coal; · adverse geologic conditions, including amounts of rock and other natural materials intruding into the coal seam, that could affect the stability of the roof and the side walls of the mine; · environmental hazards; · mining and processing equipment failures, structural failures and unexpected maintenance problems; · fires or explosions, including as a result of methane, coal, coal dust or other explosive materials, or other accidents; · unexpected mine accidents, including rock-falls and explosions caused by the ignition of metallurgical coal dust, natural gas or other explosive sources at our mine sites or fires caused by the spontaneous combustion of metallurgical coal or similar mining accidents; · inclement or hazardous weather conditions and natural disasters or other force majeure events; · seismic activities, ground failures, rock bursts or structural cave-ins or slides; · delays in moving our mining equipment; · railroad delays or derailments; · security breaches or terroristic acts; and · other hazards or occurrences that could also result in personal injury and loss of life, pollution and suspension of operations. ​ Any of these risks could adversely affect our ability to conduct operations or result in substantial loss to us as a result of claims for: ​ · personal injury or loss of life; · damage to and destruction of property, natural resources and equipment, including our coal properties and our coal production or transportation facilities; · pollution, contamination and other environmental damage to our properties or the properties of others; · potential legal liability and monetary losses; · regulatory investigations, actions and penalties; · suspension of our operations; and · repair and remediation costs. ​ Although we maintain insurance for a number of risks and hazards, we may not be insured or fully insured, and we may not be able to recover under our insurance policies, against the losses or liabilities that could arise from a significant accident in our future coal operations.
The operating risks that may have a significant impact on our future coal operations include: ​ · variations in thickness of seams of coal; · adverse geologic conditions, including amounts of rock and other natural materials intruding into the coal seam, that could affect the stability of the roof and the side walls of the mine; · environmental hazards; · mining and processing equipment failures, structural failures and unexpected maintenance problems; · fires or explosions, including as a result of methane, coal, coal dust or other explosive materials, or other accidents; · unexpected mine accidents, including rock-falls and explosions caused by the ignition of metallurgical coal dust, natural gas or other explosive sources at our mine sites or fires caused by the spontaneous combustion of metallurgical coal or similar mining accidents; · inclement or hazardous weather conditions and natural disasters or other force majeure events; · seismic activities, ground failures, rock bursts or structural cave-ins or slides; · delays in moving our mining equipment; · railroad delays or derailments; · security breaches or terroristic acts; and · other hazards or occurrences that could also result in personal injury and loss of life, pollution and suspension of operations. ​ Any of these risks could adversely affect our ability to conduct operations or result in substantial loss to us as a result of claims for: ​ · personal injury or loss of life; · damage to and destruction of property, natural resources and equipment, including our coal properties and our coal production or transportation facilities; · pollution, contamination and other environmental damage to our properties or the properties of others; · potential legal liability and monetary losses; · regulatory investigations, actions and penalties; · suspension of our operations; and · repair and remediation costs. ​ Although we maintain insurance for a number of risks and hazards, we may not be insured or fully insured, and we may not be able to recover under our insurance policies, against the losses or liabilities that could arise from a significant accident in our future coal operations.
A number of coal-fired power plants, particularly smaller and older plants, have already been retired or announced that they will retire rather than retrofit to meet the obligations of these rules. ​ In addition, considerable uncertainty is associated with new air emissions initiatives that may require significant emissions control expenditures for many coal-fired power plants.
A number of coal-fired power plants, particularly smaller and older plants, have already been retired or announced that they will retire rather than retrofit to meet the obligations of these and other rules. ​ In addition, considerable uncertainty is associated with new air emissions initiatives that may require significant emissions control expenditures for many coal-fired power plants.
The occurrence of an event that is not fully covered by insurance could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. ​ In addition, if any of the foregoing changes, conditions or events occurs and is not determined to be a force majeure event, any resulting failure on our part to deliver coal to the purchaser under contract could result in economic penalties, suspension or cancellation of shipments or ultimately termination of the agreement, any of which could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. ​ Our operations are located in a single geographic region, making us vulnerable to risks associated with operating in a single geographic area, including adverse impacts of weaker conditions associated with climate change.
The occurrence of an event that is not fully covered by insurance could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. ​ In addition, if any of the foregoing changes, conditions or events occurs and is not determined to be a force majeure event, any resulting failure on our part to deliver coal to the purchaser under contract could result in economic penalties, suspension or cancellation of shipments or ultimately termination of the agreement, any of which could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. ​ Our revenue generating operations are located in a single geographic region, making us vulnerable to risks associated with operating in a single geographic area, including adverse impacts of weaker conditions associated with climate change.
Our Amended Charter does not contain any provisions governing how consideration received in connection with a merger or consolidation involving the Company is to be to the holders of Class A common stock and Class B common stock, and none of the holders of Class A common stock and Class B common stock will have a separate class vote in the event of such a merger or consolidation.
Our Amended Charter does not contain any provisions governing how consideration received in connection with a merger or consolidation involving the Company is to be distributed to the holders of Class A common stock and Class B common stock, and none of the holders of Class A common stock and Class B common stock will have a separate class vote in the event of such a merger or consolidation.
Our Board may, in its sole discretion, elect to convert the Class B common stock to Class A common stock, thereby changing the nature of an investment in the Class B common stock and possibly diluting the economic interest in the Company of Class B common stock holders, which could result in a loss in value to such holders.
Our Board may, in its sole discretion, elect to convert the Class B common stock to Class A common stock, thereby changing the nature of an investment in the Class B common stock and possibly diluting the economic interest in the Company of Class B common stockholders, which could result in a loss in value to such holders.
The terms of the indentures and the Senior Notes do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse impact holders of the Senior Notes.
The terms of the indentures and the Senior Notes do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse impact on holders of the Senior Notes.
Our future level of debt could have important consequences to us, including the following: ​ 60 Table of Contents · our ability to obtain additional financing, if necessary, for working capital, capital expenditures or other purposes may be impaired, or such financing may not be available on favorable terms; · our funds available for operations and future business opportunities will be reduced by that portion of our cash flow required to make interest payments on our debt; · our ability to pay dividends if an event of default occurs and is continuing or would occur as a result of paying such dividend; · we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and · our flexibility in responding to changing business and economic conditions may be limited. ​ Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control.
Our future level of debt could have important consequences to us, including the following: ​ · our ability to obtain additional financing, if necessary, for working capital, capital expenditures or other purposes may be impaired, or such financing may not be available on favorable terms; · our funds available for operations and future business opportunities will be reduced by that portion of our cash flow required to make interest payments on our debt; · our ability to pay dividends if an event of default occurs and is continuing or would occur as a result of paying such dividend; · we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and · our flexibility in responding to changing business and economic conditions may be limited. ​ Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control.
In addition, some provisions of our Amended Charter and bylaws could make it more difficult for a third-party to acquire control of us, even if the change of control would be beneficial to our stockholders, including: ​ ​ · limitations on the removal of directors; · limitations on the ability of our stockholders to call special meetings; · establishing advance notice provisions for stockholder proposals and nominations for elections to the board of directors to be acted upon at meetings of stockholders; · providing that the board of directors is expressly authorized to adopt, or to alter or repeal our bylaws; and · establishing advance notice and certain information requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings. ​ Our Amended Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our 48 Table of Contents stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
In addition, some provisions of our Amended Charter and bylaws could make it more difficult for a third-party to acquire control of us, even if the change of control would be beneficial to our stockholders, including: ​ ​ · limitations on the removal of directors; · limitations on the ability of our stockholders to call special meetings; · establishing advance notice provisions for stockholder proposals and nominations for elections to the board of directors to be acted upon at meetings of stockholders; · providing that the board of directors is expressly authorized to adopt, or to alter or repeal our bylaws; and · establishing advance notice and certain information requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings. ​ Our Amended Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
In particular, the terms of the indentures and the Senior Notes do not place any restrictions on our or our subsidiaries’ ability to: · issue debt securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the Senior Notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the Senior Notes to the extent of the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the Senior Notes and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the Senior Notes with respect to the assets of our subsidiaries; ​ 58 Table of Contents · pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities subordinated in right of payment to the Senior Notes; ​ · sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets); ​ · enter into transactions with affiliates; ​ · create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions; ​ · make investments; or ​ · create restrictions on the payment of dividends or other amounts to us from our subsidiaries. ​ In addition, the indentures do not include any protection against certain events, such as a change of control, a leveraged recapitalization or “going private” transaction (which may result in a significant increase of our indebtedness levels), restructuring or similar transactions.
In particular, the terms of the indentures and the Senior Notes do not place any restrictions on our or our subsidiaries’ ability to: · issue debt securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the Senior Notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of 60 Table of Contents payment to the Senior Notes to the extent of the value of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the Senior Notes and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the Senior Notes with respect to the assets of our subsidiaries; ​ · pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities subordinated in right of payment to the Senior Notes; ​ · sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets); ​ · enter into transactions with affiliates; ​ · create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions; ​ · make investments; or ​ · create restrictions on the payment of dividends or other amounts to us from our subsidiaries. ​ In addition, the indentures do not include any protection against certain events, such as a change of control, a leveraged recapitalization or “going private” transaction (which may result in a significant increase of our indebtedness levels), restructuring or similar transactions.
Examples include: ​ 51 Table of Contents · decisions as to the terms of any business relationships between classes of common stock; ​ · the terms of any reattributions of assets between classes of common stock; ​ · decisions as to the allocation of consideration among the holders of Class B common stock and Class A common stock to be received in connection with a merger involving the Company; ​ · decisions as to the allocation of corporate opportunities between the classes, especially where the opportunities might meet the strategic business objectives of both classes; ​ · decisions as to operational and financial matters that could be considered detrimental to one class but beneficial to the other; ​ · decisions as to the conversion of shares of Class B common stock into shares of Class A common stock; ​ · decisions regarding the creation of, and, if created, the subsequent increase or decrease of any interest that one class of common stock may own in the other class of common stock; ​ · decisions as to the internal or external financing attributable to businesses or assets attributed to any of our classes of common stock; ​ · decisions as to the dispositions of assets of any of our classes of common stock; and ​ · decisions as to the payment of dividends on any of our classes of common stock. ​ Our directors’ or officers’ equity ownership may create or appear to create conflicts of interest.
Examples include: ​ · decisions as to the terms of any business relationships between classes of common stock; ​ · the terms of any reattributions of assets between classes of common stock; ​ · decisions as to the allocation of consideration among the holders of Class B common stock and Class A common stock to be received in connection with a merger involving the Company; ​ · decisions as to the allocation of corporate opportunities between the classes, especially where the opportunities might meet the strategic business objectives of both classes; ​ · decisions as to operational and financial matters that could be considered detrimental to one class but beneficial to the other; ​ · decisions as to the conversion of shares of Class B common stock into shares of Class A common stock; ​ · decisions regarding the creation of, and, if created, the subsequent increase or decrease of any interest that one class of common stock may own in the other class of common stock; ​ · decisions as to the internal or external financing attributable to businesses or assets attributed to any of our classes of common stock; ​ · decisions as to the dispositions of assets of any of our classes of common stock; and ​ · decisions as to the payment of dividends on any of our classes of common stock. ​ Our directors’ or officers’ equity ownership may create or appear to create conflicts of interest.
Our Amended Charter provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our Amended Charter or our bylaws, or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
Our Amended Charter provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of 50 Table of Contents breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our Amended Charter or our bylaws, or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
While it could remain possible to obtain permits for underground mining operations in these areas even where this 100-foot restriction was applied, the time and expense of that permitting process would be likely to increase significantly, and the restrictions placed on the mining of those properties could adversely affect our costs. ​ Our lessees could satisfy obligations to their customers with minerals from properties other than ours, depriving us of the ability to receive amounts in excess of minimum royalty payments. ​ 37 Table of Contents Mineral supply contracts generally do not require operators to satisfy their obligations to their customers with resources mined from specific locations.
While it could remain possible to obtain permits for underground mining operations in these areas even where this 100-foot restriction was applied, the time and expense of that permitting process would be likely to increase significantly, and the restrictions placed on the mining of those properties could adversely affect our costs. ​ Our lessees could satisfy obligations to their customers with minerals from properties other than ours, depriving us of the ability to receive amounts in excess of minimum royalty payments. ​ Mineral supply contracts generally do not require operators to satisfy their obligations to their customers with resources mined from specific locations.
Any reductions in the amount of coal consumed by electric power generators as a result of current or new standards for the emission of impurities, or current or new incentives to switch to renewable fuels or renewable energy sources could reduce the demand for our coal, thereby reducing our revenues and adversely affecting our business, cash flows, results of operations and our ability to pay dividends to our stockholders. ​ Negative sentiment with regard to our business or our industry as well as activism, consumer preferences, and initiatives aimed at limiting climate change or a reduction of air pollutants could interfere with our business activities, operations and ability to access capital sources, result in reduced demand for our products, and negatively impact our stock price.
Any reductions in the amount of coal consumed by electric power generators as a result of current or new standards for the emission of impurities, or current or new incentives to switch to renewable fuels or renewable energy sources could reduce the demand for our coal, thereby reducing our revenues and adversely affecting our business, cash flows, results of operations and our ability to pay dividends to our stockholders. 45 Table of Contents ​ Negative sentiment with regard to our business or our industry as well as activism, consumer preferences, and initiatives aimed at limiting climate change or a reduction of air pollutants could interfere with our business activities, operations and ability to access capital sources, result in reduced demand for our products, and negatively impact our stock price.
See “Business—Environmental and Other Regulatory Matters—Clean Water Act.” ​ Further, the public has certain statutory rights to comment on and submit objections to requested permits and environmental impact statements prepared in connection with applicable regulatory processes, and otherwise engage in the permitting process, including bringing citizens’ claims to challenge the issuance or renewal of permits, the validity of environmental impact statements or performance of mining activities.
See “Business—Environmental, Health and Safety and Other Regulatory Matters—Clean Water Act.” ​ Further, the public has certain statutory rights to comment on and submit objections to requested permits and environmental impact statements prepared in connection with applicable regulatory processes, and otherwise engage in the permitting process, including bringing citizens’ claims to challenge the issuance or renewal of permits, the validity of environmental impact statements or performance of mining activities.
Timely and cost-effective completion of the development of our properties, including necessary facilities and infrastructure, in compliance with agreed specifications is central to our business strategy and is highly dependent on the performance of our contractors under the agreements with them. ​ Although some agreements may provide for liquidated damages, if the contractor fails to perform in the manner required with respect to certain of its obligations, the events that trigger a requirement to pay liquidated damages may delay or impair the operation of our properties, and any liquidated damages that we receive may not be sufficient to cover the damages that we suffer as a result of any such delay or impairment.
Timely and cost-effective completion of the development of our properties, including necessary facilities and infrastructure, in compliance with agreed specifications 30 Table of Contents is central to our business strategy and is highly dependent on the performance of our contractors under the agreements with them. ​ Although some agreements may provide for liquidated damages, if the contractor fails to perform in the manner required with respect to certain of its obligations, the events that trigger a requirement to pay liquidated damages may delay or impair the operation of our properties, and any liquidated damages that we receive may not be sufficient to cover the damages that we suffer as a result of any such delay or impairment.
Accordingly, we may not be able to complete the development of the properties on schedule, at the budgeted cost or at all, and any delays beyond the expected development periods or increased costs above those expected to be incurred could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. ​ If we are unable to complete or are substantially delayed in completing the development of any of our properties, our business, financial condition, results of operations cash flows and ability to pay dividends to our stockholders could be adversely affected. ​ We have customer concentration, so the loss of, or significant reduction in, purchases by our largest coal customers could adversely affect our business, financial condition, results of operations and cash flows.
Accordingly, we may not be able to complete the development of the properties on schedule, at the budgeted cost or at all, and any delays beyond the expected development periods or increased costs above those expected to be 27 Table of Contents incurred could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. ​ If we are unable to complete or are substantially delayed in completing the development of any of our properties, our business, financial condition, results of operations cash flows and ability to pay dividends to our stockholders could be adversely affected. ​ We have customer concentration, so the loss of, or significant reduction in, purchases by our largest coal customers could adversely affect our business, financial condition, results of operations and cash flows.
Individually and collectively, these and future revised financial assurance requirements may lead to increased demand for other forms of financial assurance, which may strain capacity for those instruments and increase our costs of obtaining and maintaining the amounts of financial assurance needed for our operations, which may delay the timing for and increase the costs of obtaining this financial assurance. ​ We use surety bonds, trusts and letters of credit to provide financial assurance for certain transactions and business activities.
Individually and collectively, revised financial assurance requirements may lead to increased demand for other forms of financial assurance, which may strain capacity for those instruments and increase our costs of obtaining and maintaining the amounts of financial assurance needed for our operations, which may delay the timing for and increase the costs of obtaining this financial assurance. ​ We use surety bonds, trusts and letters of credit to provide financial assurance for certain transactions and business activities.
There are no assurances that supplies will remain low, that demand will not decrease or that overcapacity may resume, which could cause declines in the prices of and demand for coal, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. ​ Changes in the global economic environment, inflation, rising interest rates, recessions or prolonged periods of slow economic growth, and global instability and actual and threatened geopolitical conflict, could have an adverse effect on our industry and business, as well as those of our customers and suppliers.
There are no assurances that supplies will remain low, that demand will not decrease or that overcapacity may resume, which could cause declines in the prices of and demand for coal, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. ​ 31 Table of Contents Changes in the global economic environment, inflation, rising interest rates, recessions or prolonged periods of slow economic growth, and global instability and actual and threatened geopolitical conflict, could have an adverse effect on our industry and business, as well as those of our customers and suppliers.
See “Business—Environmental and Other Regulatory Matters—Global Climate Change.” ​ At present, we are principally focused on metallurgical coal production, which is not used in connection with the production of power generation. However, we may seek to sell greater amounts of our coal into the power-generation market in the future.
See “Business—Environmental, Health and Safety and Other Regulatory Matters—Global Climate Change.” ​ At present, we are principally focused on metallurgical coal production, which is not used in connection with the production of power generation. However, we may seek to sell greater amounts of our coal into the power-generation market in the future.
These delays or denials of environmental permits needed for mining could reduce our production and materially, adversely impact our cash flow and results of operations. ​ Prior to discharging any pollutants to waters of the United States, coal mining companies must obtain a NPDES permit from the appropriate state or federal permitting authority.
These delays or denials of environmental permits needed for mining could reduce our production and materially, adversely impact our cash flow and results of operations. ​ Prior to discharging any pollutants to waters of the United States, coal mining companies must obtain an NPDES permit from the appropriate state or federal permitting authority.
As a result of challenges like these, the permits we need may not be issued or renewed in a timely fashion or issued or renewed at all, or permits issued or renewed may not be maintained, may be challenged or may be conditioned in a manner that may restrict our ability to efficiently and economically conduct our mining activities, any of which would materially reduce our production, cash flow, and profitability. ​ Permitting rules may also require, under certain circumstances, that we obtain surface-owner consent if the surface estate has been severed from the mineral estate.
As a result of challenges like these, the permits we need may not be issued or renewed in a timely fashion or issued or renewed at all, or permits issued or renewed may not be maintained, may be challenged or may be conditioned in a manner that may restrict our ability to efficiently and 44 Table of Contents economically conduct our mining activities, any of which would materially reduce our production, cash flow, and profitability. ​ Permitting rules may also require, under certain circumstances, that we obtain surface-owner consent if the surface estate has been severed from the mineral estate.
Actions taken by the U.S. government could affect our results of operations, cash flows and liquidity. ​ The ongoing war in Ukraine has had a broad range of adverse impacts on global economic conditions, some of which have had and are likely to continue to have adverse impacts on our business, including increased raw material and energy costs, softer customer demand and lower steel prices. 29 Table of Contents ​ Additionally, we are also exposed to risks associated with the business success and creditworthiness of our suppliers and customers.
Actions taken by the U.S. government could affect our results of operations, cash flows and liquidity. ​ The ongoing war in Ukraine has had a broad range of adverse impacts on global economic conditions, some of which have had and are likely to continue to have adverse impacts on our business, including increased raw material and energy costs, softer customer demand and lower steel prices. ​ Additionally, we are also exposed to risks associated with the business success and creditworthiness of our suppliers and customers.
Our level of indebtedness could have important consequences to our stockholders and holders of our Senior Note, because: ​ · it could affect our ability to satisfy our financial obligations, including those relating to the Senior Notes; ​ · a substantial portion of our cash flows from operations would have to be dedicated to interest and principal payments and may not be available for operations, capital expenditures, expansion, acquisitions or general corporate or other purposes; ​ · it may impair our ability to obtain additional debt or equity financing in the future; ​ · it may limit our ability to refinance all or a portion of our indebtedness on or before maturity; ​ · it may limit our flexibility in planning for, or reacting to, changes in our business and industry; and ​ · it may make us more vulnerable to downturns in our business, our industry or the economy in general. ​ Our operations may not generate sufficient cash to enable us to service our debt.
Our level of indebtedness could have important consequences to our stockholders and holders of our Senior Notes, because: ​ · it could affect our ability to satisfy our financial obligations, including those relating to the Senior Notes; ​ · a substantial portion of our cash flows from operations would have to be dedicated to interest and principal payments and may not be available for operations, capital expenditures, expansion, acquisitions or general corporate or other purposes; ​ · it may impair our ability to obtain additional debt or equity financing in the future; ​ · it may limit our ability to refinance all or a portion of our indebtedness on or before maturity; 58 Table of Contents ​ · it may limit our flexibility in planning for, or reacting to, changes in our business and industry; and ​ · it may make us more vulnerable to downturns in our business, our industry or the economy in general. ​ Our operations may not generate sufficient cash to enable us to service our debt.
Any additional laws, regulations and other legal requirements enacted or adopted by federal, state and local authorities, or new interpretations of existing legal requirements by regulatory bodies relating to the protection of the environment, including those related to discharges of selenium, could further affect our costs or limit our operations.
Any additional laws, regulations and other legal requirements enacted or adopted by federal, state and local authorities, or new interpretations of existing legal requirements by regulatory bodies relating to the protection of the environment, including, for example, those related to discharges of selenium, could further affect our costs or limit our operations.
This would likely result in significant project delays and increased costs, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. ​ 28 Table of Contents Prices for coal are volatile and can fluctuate widely based upon a number of factors beyond our control, including oversupply relative to the demand available for our coal and weather.
This would likely result in significant project delays and increased costs, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. ​ Prices for coal are volatile and can fluctuate widely based upon a number of factors beyond our control, including oversupply relative to the demand available for our coal and weather.
In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lender under any future credit facility or other debt we may incur in the future could elect to terminate its commitment, cease making further loans and institute foreclosure proceedings against our assets, and we 59 Table of Contents could be forced into bankruptcy or liquidation.
In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lender under any future credit facility or other debt we may incur in the future could elect to terminate its commitment, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation.
Retaliatory threats by foreign nations to these tariffs may limit international trade and adversely impact global economic conditions. ​ 25 Table of Contents Deterioration in the global economic conditions in any of the industries in which prospective customers operate, a worldwide financial downturn or negative credit market conditions could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders.
Retaliatory threats by foreign nations to these tariffs may limit international trade and adversely impact global economic conditions. ​ Deterioration in the global economic conditions in any of the industries in which prospective customers operate, a worldwide financial downturn or negative credit market conditions could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders.
We may not be able to affect any of these actions on satisfactory terms or at all. ​ ​ The number and quantity of viable financing and insurance alternatives available to us may be significantly impacted by unfavorable lending and investment policies by financial institutions and insurance companies associated with concerns about environmental impacts of coal combustion, and negative views around our efforts with respect to environmental and social matters and related governance considerations could harm the perception of our company by a significant number of investors or result in the exclusion of our securities from consideration by those investors.
We may not be able to effect any of these actions on satisfactory terms or at all. ​ ​ The number and quality of viable financing and insurance alternatives available to us may be significantly impacted by unfavorable lending and investment policies by financial institutions and insurance companies associated with concerns about environmental impacts of coal combustion, and negative views around our efforts with respect to environmental and social matters and related governance considerations could harm the perception of our company by a significant number of investors or result in the exclusion of our securities from consideration by those investors.
The geographic concentration of our operations may disproportionately expose us to disruptions in our operations if the region experiences severe weather, transportation capacity constraints, constraints on the availability of required equipment, facilities, personnel or services, significant governmental regulation, natural 31 Table of Contents disasters, pandemics (such as COVID-19) or interruption of transportation or other events that impact the region in which we operate or its surrounding areas.
The geographic concentration of our operations may disproportionately expose us to disruptions in our operations if the region experiences severe weather, transportation capacity constraints, constraints on the availability of required equipment, facilities, personnel or services, significant governmental regulation, natural disasters, pandemics (such as COVID-19) or interruption of transportation or other events that impact the region in which we operate or its surrounding areas.
As a result, the Senior Notes are effectively subordinated to any secured indebtedness that we or our subsidiaries have currently 57 Table of Contents outstanding, including indebtedness under our Revolving Credit Facility, equipment loans, and insurance financing arrangements, or may incur in the future (or any indebtedness that is initially unsecured to which we subsequently grant security) to the extent of the value of the assets securing such indebtedness.
As a result, the Senior Notes are effectively subordinated to any secured indebtedness that we or our subsidiaries currently have outstanding, including indebtedness under our Revolving Credit Facility, equipment loans, and insurance financing arrangements, or may incur in the future (or any indebtedness that is initially unsecured to which we subsequently grant security) to the extent of the value of the assets securing such indebtedness.
Our inability to collect payment from counterparties to our sales contracts may materially adversely affect our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. ​ We may be unsuccessful in integrating the operations of any future acquisitions, including acquisitions involving new lines of business, with our existing operations, and in realizing all or any part of the anticipated benefits of any such acquisitions.
Our inability to collect payment from counterparties to our sales contracts may 35 Table of Contents materially adversely affect our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. ​ We may be unsuccessful in integrating the operations of any future acquisitions, including acquisitions involving new lines of business, with our existing operations, and in realizing all or any part of the anticipated benefits of any such acquisitions.
Any reduction in the amount of coal consumed by electric power generators as a result of actual or potential regulation of GHG emissions, including any reductions resulting from power plants ceasing operations or switching to fuels that produce fewer GHG emissions, could decrease demand for our coal, thereby reducing our revenues and materially and adversely affecting our business and results of operations.
Any reduction in the amount of coal consumed by electric power generators as a result of actual or potential regulation of GHG emissions, including any reductions resulting from power plants ceasing operations or switching to fuels that produce fewer GHG 42 Table of Contents emissions, could decrease demand for our coal, thereby reducing our revenues and materially and adversely affecting our business and results of operations.
Such issuances may have a dilutive effect on our earnings per share, which could adversely affect the market price of our Class A common stock and Class B common stock. ​ 47 Table of Contents It is anticipated that the compensation committee of the board of directors of the Company will grant additional equity awards to Company employees and directors, from time to time, under the Company’s compensation and employee benefit plans.
Such issuances may have a dilutive effect on our earnings per share, which could adversely affect the market price of our Class A common stock and Class B common stock. ​ It is anticipated that the compensation committee of the board of directors of the Company will grant additional equity awards to Company employees and directors, from time to time, under the Company’s compensation and employee benefit plans.
If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness, including the Senior Notes.
If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and 61 Table of Contents interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness, including the Senior Notes.
Entry into certain lines of business may subject us to new laws and regulations with which we are not familiar and may lead to increased litigation and regulatory risk. Also, following an acquisition, we may discover previously unknown liabilities 33 Table of Contents associated with the acquired business or assets for which we have no recourse under applicable indemnification provisions.
Entry into certain lines of business may subject us to new laws and regulations with which we are not familiar and may lead to increased litigation and regulatory risk. Also, following an acquisition, we may discover previously unknown liabilities associated with the acquired business or assets for which we have no recourse under applicable indemnification provisions.
We may elect not to obtain insurance for any or all of these risks if we believe that the cost of available insurance is excessive relative to the risks presented. In addition, pollution, contamination and environmental risks generally are not fully insurable. Moreover, a significant mine accident or regulatory infraction could potentially cause a mine shutdown.
We may elect not to obtain insurance for any or all of these risks if we 33 Table of Contents believe that the cost of available insurance is excessive relative to the risks presented. In addition, pollution, contamination and environmental risks generally are not fully insurable. Moreover, a significant mine accident or regulatory infraction could potentially cause a mine shutdown.
The Board does not expect to formally adopt any management or allocation policies with respect to the CORE Assets to serve as guidelines in making decisions regarding the relationship between the Company’s overall business and CORE with respect to matters such as tax liabilities and benefits, loans between the two, attribution of assets, financing 52 Table of Contents alternatives, corporate opportunities and similar items.
The Board does not expect to formally adopt any management or allocation policies with respect to the CORE Assets to serve as guidelines in making decisions regarding the relationship between the Company’s overall business and CORE with respect to matters such as tax liabilities and benefits, loans between the two, attribution of assets, financing alternatives, corporate opportunities and similar items.
If competitive technologies emerge that use other materials in place of or otherwise eliminate the need for our products, demand and price for our products might fall. ​ 27 Table of Contents We face uncertainties in estimating our economically recoverable coal reserves, and inaccuracies in our estimates could result in lower-than-expected revenues, higher than expected costs and decreased profitability.
If competitive technologies emerge that use other materials in place of or otherwise eliminate the need for our products, demand and price for our products might fall. ​ We face uncertainties in estimating our economically recoverable coal reserves, and inaccuracies in our estimates could result in lower-than-expected revenues, higher than expected costs and decreased profitability.
Coal mined from our operations is subject to testing by prospective customers for its ability to meet various specifications and to work satisfactorily in their ovens and other facilities prior to entering into contracts for purchase 32 Table of Contents (which are typically short-term orders having terms of one year or less).
Coal mined from our operations is subject to testing by prospective customers for its ability to meet various specifications and to work satisfactorily in their ovens and other facilities prior to entering into contracts for purchase (which are typically short-term orders having terms of one year or less).
Although we intend Class B common stock to reflect the separate economic performance of CORE, it is not a separate entity, and a person interested in acquiring that class of common stock without negotiation 54 Table of Contents with our management could obtain control of that class only by obtaining control of a majority in voting power of all of the outstanding voting shares of the Company.
Although we intend Class B common stock to reflect the separate economic performance of CORE, it is not a separate entity, and a person interested in acquiring that class of common stock without negotiation with our management could obtain control of that class only by obtaining control of a majority in voting power of all of the outstanding voting shares of the Company.
Our Board believes the advantage of retaining flexibility in determining how to fulfill its responsibilities in any such circumstances as they may arise outweighs any perceived advantages of adopting additional specific procedures in advance. Our Board does not expect to formally adopt any management or allocation policies with respect to the CORE Assets.
Our Board believes the advantage of retaining flexibility in determining how to fulfill its responsibilities in any such circumstances as they may arise outweighs any perceived advantages of adopting additional specific procedures in advance. 54 Table of Contents Our Board does not expect to formally adopt any management or allocation policies with respect to the CORE Assets.
We depend on several major pieces of mining equipment to produce and transport our coal, including, but not limited to, underground continuous mining units and coal conveying systems, surface mining equipment such as highwall miners, front-end loaders and coal overburden haul trucks, preparation plants and related facilities, conveyors and transloading facilities.
We depend on several major pieces of mining equipment to produce and transport our coal, including, but not limited to, underground continuous mining units and coal conveying systems, surface mining equipment such as highwall miners, front-end loaders and coal overburden haul trucks, preparation plants and related facilities, conveyors 34 Table of Contents and transloading facilities.
Failure to meet those requirements could result in losses of prepaid royalties and, in some rare cases, could result in a loss of the lease itself. ​ While none of our employees who conduct mining operations are currently members of unions, our business could be adversely affected by union activities.
Failure to meet those requirements could result in losses of prepaid royalties and, in some rare cases, could result in a loss of the lease itself. ​ 38 Table of Contents While none of our employees who conduct mining operations are currently members of unions, our business could be adversely affected by union activities.
This could have a material adverse effect on our business, financial condition, cash flows and ability to pay dividends to our stockholders. ​ Our mines are located in areas containing oil and natural gas operations, which may require us to coordinate our operations with those of oil and natural gas drillers.
This could have a material adverse effect on our business, financial condition, cash flows and ability to pay dividends to our stockholders. ​ 37 Table of Contents Our mines are located in areas containing oil and natural gas operations, which may require us to coordinate our operations with those of oil and natural gas drillers.
We may not be able to prevent the unauthorized disclosure or use of our technical 38 Table of Contents knowledge or other trade secrets by employees or competitors. Furthermore, our competitors may independently develop technologies and products that are substantially equivalent or superior to our technologies and/or products, which could result in decreased revenues.
We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by employees or competitors. Furthermore, our competitors may independently develop technologies and products that are substantially equivalent or superior to our technologies and/or products, which could result in decreased revenues.
See also the risk factor “—Product alternatives or other technologies may reduce demand for our products.” ​ 40 Table of Contents Current and future laws, regulations and other legal requirements relating to protection of the environment and natural resources may increase our costs of doing business and may restrict our coal operations.
See also the risk factor “—Product alternatives or other technologies may reduce demand for our products.” ​ Current and future laws, regulations and other legal requirements relating to protection of the environment and natural resources may increase our costs of doing business and may restrict our coal operations.
Our liability for such claims may be joint and several, so that we may be held responsible for more than our share of the contamination or other damages, or for the entire share. 41 Table of Contents ​ We maintain coal refuse areas and slurry impoundments as necessary. Such areas and impoundments are subject to extensive regulation.
Our liability for such claims may be joint and several, so that we may be held responsible for more than our share of the contamination or other damages, or for the entire share. ​ We maintain coal refuse areas and slurry impoundments as necessary. Such areas and impoundments are subject to extensive regulation.
Our ability to obtain bank financing or our ability to access the capital markets for future equity or debt offerings may be limited by our financial condition at the time of any such financing or offering and the covenants in our future debt agreements, as well as by general economic conditions, contingencies and uncertainties that are beyond our control, such as the COVID-19 pandemic. ​ In addition, incurring debt may significantly increase our interest expense and financial leverage, and issuing additional equity securities may result in significant stockholder dilution. ​ We may not be able to obtain equipment, parts and supplies in a timely manner, in sufficient quantities or at reasonable costs to support our coal mining and transportation operations.
Our ability to obtain bank financing or our ability to access the capital markets for future equity or debt offerings may be limited by our financial condition at the time of any such financing or offering and the covenants in our future debt agreements, as well as by general economic conditions, contingencies and uncertainties that are beyond our control. ​ In addition, incurring debt may significantly increase our interest expense and financial leverage, and issuing additional equity securities may result in significant stockholder dilution. ​ 36 Table of Contents We may not be able to obtain equipment, parts and supplies in a timely manner, in sufficient quantities or at reasonable costs to support our coal mining and transportation operations.
We use considerable quantities of steel in the mining process. If the price of steel or other materials increases substantially or if the value of the U.S. dollar declines relative to foreign currencies 34 Table of Contents with respect to certain imported supplies or other products, our operating expenses could increase.
We use considerable quantities of steel in the mining process. If the price of steel or other materials increases substantially or if the value of the U.S. dollar declines relative to foreign currencies with respect to certain imported supplies or other products, our operating expenses could increase.
The cost of purchasing a producing horizontal or vertical well could be substantial. Horizontal wells with multiple laterals extending from the well pad may access larger 35 Table of Contents oil and natural gas reserves than a vertical well, which would typically result in a higher cost to acquire.
The cost of purchasing a producing horizontal or vertical well could be substantial. Horizontal wells with multiple laterals extending from the well pad may access larger oil and natural gas reserves than a vertical well, which would typically result in a higher cost to acquire.
The regulations that have been adopted under the MINE Act and the MINER Act are comprehensive and affect numerous aspects of mining operations, including training of mine personnel, mining procedures, roof control, ventilation, blasting, use and maintenance of mining equipment, dust and noise control, 44 Table of Contents communications, emergency response procedures, and other matters.
The regulations that have been adopted under the MINE Act and the MINER Act are comprehensive and affect numerous aspects of mining operations, including training of mine personnel, mining procedures, roof control, ventilation, blasting, use and maintenance of mining equipment, dust and noise control, communications, emergency response procedures, and other matters.
In 53 Table of Contents addition, we cannot assure the holders of Class B common stock that in the event of such a sale the per share consideration to be paid to holders of Class B common stock will be equal to or more than the per share value of that share of stock prior to or after the announcement of a sale of all or substantially all of the assets of CORE.
In addition, we cannot assure the holders of Class B common stock that in the event of such a sale the per share consideration to be paid to holders of Class B common stock will be equal to or more than the per share value of that share of stock prior to or after the announcement of a sale of all or substantially all of the assets of CORE.
Conversely, a default under any other indebtedness, if not waived, could result in 56 Table of Contents acceleration of the debt outstanding under the related agreement and entitle the holders thereof to bring suit for the enforcement thereof or exercise other remedies provided thereunder.
Conversely, a default under any other indebtedness, if not waived, could result in acceleration of the debt outstanding under the related agreement and entitle the holders thereof to bring suit for the enforcement thereof or exercise other remedies provided thereunder.
If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our 61 Table of Contents stock price or trading volume to decline.
If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
On another occasion, the 43 Table of Contents Sierra Club sent a letter to the SEC stating that it believed a coal mining company may be giving potential investors false impressions regarding risks to its business. Other groups have objected to our RAM No. 1 mine permit application in Pennsylvania.
On another occasion, the Sierra Club sent a letter to the SEC stating that it believed a coal mining company may be giving potential investors false impressions regarding risks to its business. Other groups have objected to our RAM No. 1 mine permit application in Pennsylvania.
We cannot assure you that we will be able to compete on the basis of price or other factors with companies that in the future may benefit from favorable foreign trade policies or other arrangements.
We cannot assure you that we will be able to compete on the basis of price or other factors with companies that in the future may benefit from favorable foreign trade policies or 32 Table of Contents other arrangements.
Currently, all of our active operations are conducted in a single geographic region in the eastern United States in the Appalachian basin.
Currently, all of our active revenue generating operations are conducted in a single geographic region in the eastern United States in the Appalachian basin.
We have paid quarterly dividends in the past and may pay additional special and regular quarterly dividends in the future. Our ability to pay dividends is subject to the discretion of our board of directors and the requirements of applicable law.
We have paid quarterly dividends at various times in the past and may pay additional special and regular quarterly dividends in the future. Our ability to pay dividends is subject to the discretion of our board of directors and the requirements of applicable law.
General Risk Factors Changes in tax legislation could have an adverse impact on our cash tax liabilities, results of operations or financial condition. Tax legislation enacted in 2017 reduced the U.S. corporate income tax rate from 35% to 21% and included certain other changes that resulted in a significant reduction of our income tax liability.
General Risk Factors Changes in tax legislation could have an adverse impact on our cash tax liabilities, results of operations or financial condition. The Tax Cuts and Jobs Act of 2017 (“TCJA”) reduced the U.S. corporate income tax rate from 35% to 21% and included certain other changes that resulted in a significant reduction of our income tax liability.
The other amendment provides that the surviving spouse of a miner who was collecting federal black lung benefits at the time of his death is entitled to a continuation of those benefits.
The other amendment provides that the surviving spouse of a miner who was collecting federal black lung 47 Table of Contents benefits at the time of his death is entitled to a continuation of those benefits.
Moreover, the MSHA and other regulatory agencies sometimes make changes with regards to requirements for pieces of equipment.
Moreover, the MSHA and other regulatory agencies sometimes make changes with regard to requirements for pieces of equipment.
As a result, the Company’s officers and directors owe fiduciary duties to the Company as a whole and all of our stockholders as opposed to only holders of a particular class of common stock.
As a result, the Company’s officers and directors owe fiduciary duties to the 53 Table of Contents Company as a whole and all of our stockholders as opposed to only holders of a particular class of common stock.
See “Business—Environmental and Other Regulatory Matters.” ​ Our operations may impact the environment or cause exposure to hazardous substances, and our properties may have environmental contamination, which could expose us to significant costs and liabilities. Our operations currently use hazardous materials and generate limited quantities of hazardous wastes from time to time.
See “Business—Environmental, Health and Safety and Other Regulatory Matters.” ​ 43 Table of Contents Our operations may impact the environment or cause exposure to hazardous substances, and our properties may have environmental contamination, which could expose us to significant costs and liabilities. Our operations currently use hazardous materials and generate limited quantities of hazardous wastes from time to time.
If our operating results are not sufficient to service any future indebtedness, we will be forced to take actions such as reducing or delaying our business activities, investments or capital expenditures, selling assets or issuing equity.
If our operating results are not sufficient to service any future indebtedness, we will be forced to take actions such as reducing or delaying our business activities, investments or 65 Table of Contents capital expenditures, selling assets or issuing equity.
See “Business—Environmental and Other Regulatory Matters.” ​ 45 Table of Contents In addition, the SMCRA imposes a reclamation fee on all current mining operations, the proceeds of which are deposited in the AML Fund, which is used to restore unreclaimed and abandoned mine lands mined before 1977.
See “Business—Environmental, Health and Safety and Other Regulatory Matters.” ​ In addition, the SMCRA imposes a reclamation fee on all current mining operations, the proceeds of which are deposited in the AML Fund, which is used to restore unreclaimed and abandoned mine lands mined before 1977.
See “Business—Environmental and Other Regulatory Matters.” ​ Apart from actual and potential regulation of air emissions and solid wastes from coal-fired plants, state and federal mandates for increased use of electricity from renewable energy sources could have an impact on the market for our coal.
See “Business—Environmental, Health and Safety and Other Regulatory Matters.” ​ Apart from actual and potential regulation of air emissions and solid wastes from coal-fired plants, governmental mandates for increased use of electricity from renewable energy sources could have an impact on the market for our coal.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeRefer to Exhibit 96.4 for the TRS for the Maben Complex. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ Year ended December 31, ​ 2024 ​ 2023 (in millions) Measured + Indicated In-Place Resources Proven + Probable Clean Recoverable Reserves ​ Measured + Indicated In-Place Resources Proven + Probable Clean Recoverable Reserves ​ ​ ​ ​ ​ ​ ​ ​ ​ Area ​ ​ ​ ​ ​ ​ ​ ​ Berwind Complex 634 ​ 19 ​ 629 ​ 23 Knox Creek Complex ​ 277 ​ 7 ​ 275 ​ 8 Elk Creek Complex ​ 211 ​ 29 ​ 215 ​ 28 Maben Complex ​ 230 ​ 11 ​ — ​ — Total ​ 1,352 ​ 66 ​ 1,119 ​ 59 ​ Estimates of coal reserves and resources are updated annually to reflect changes resulting from active mine production, mine plan modifications, property acquisitions/sales, impacts of additional exploration drilling, and any other changes that impact remaining coal reserve and resource tonnage. ​ The combined proven and probable reserves increased by 7 million tons and measured and indicated in-place resources increased by 233 million tons during 2024, both of which were driven by the completion of reserves and resources assessments for the first time for the Maben Complex. 74 Table of Contents ​ Key assumptions and parameters relating to the mineral resources and mineral reserves are discussed in sections 11 and 12, respectively, of each TRS. ​ Exploration Target ​ Brook Mine is an exploration property that includes three drillhole programs involving a total of 124 new core drillholes, targeting rare earth elements and critical minerals within the current Brook Mine permit area.
Biggest changeRefer to Exhibit 96.1, 96.2, 96.3, and 96.4 for access to the previous TRS for the Berwind Complex, Knox Creek Complex, Elk Creek Complex, and Maben Complex, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ Year ended December 31, ​ ​ ​ ​ 2025 ​ 2024 (in millions) ​ ​ ​ Measured + Indicated In-Place Resources ​ ​ ​ Proven + Probable Clean Recoverable Reserves ​ Measured + Indicated In-Place Resources ​ ​ ​ Proven + Probable Clean Recoverable Reserves ​ ​ ​ ​ ​ ​ ​ ​ ​ Area ​ ​ ​ ​ ​ ​ ​ ​ Berwind Complex 634 ​ 18 ​ 634 ​ 19 Knox Creek Complex ​ 276 ​ 8 ​ 277 ​ 7 Elk Creek Complex ​ 211 ​ 29 ​ 211 ​ 29 Maben Complex ​ 216 ​ 30 ​ 230 ​ 11 Total ​ 1,337 ​ 85 ​ 1,352 ​ 66 ​ Estimates of coal reserves and resources are updated annually to reflect changes resulting from active mine production, mine plan modifications, property acquisitions/sales, impacts of additional exploration drilling, and any other changes that impact remaining coal reserve and resource tonnage. ​ 80 Table of Contents The combined proven and probable reserves increased by 19 million tons and measured and indicated in-place resources decreased by 15 million tons during 2025, which was driven by previously classified resources at the Maben Complex being classified as reserves based on the latest assessments. ​ Key assumptions and parameters relating to the mineral resources and mineral reserves are discussed in sections 11 and 12, respectively, of each TRS. ​ Internal Controls ​ In our exploration and mineral resource and reserve estimation efforts, we utilize a certified American National Standards Institute third-party laboratory, which has in-house quality control and assurance procedures.
Inferred mineral resources are estimates based on limited geological evidence and sampling and have a too high of a degree of uncertainty as to their existence to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability.
Inferred mineral resources are estimates based on limited geological evidence and sampling and have too high of a degree of uncertainty as to their existence to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability.
Weir served as the QP and prepared the estimates of mineral resources and mineral reserves at the Berwind Complex, Knox Creek Complex, Elk Creek Complex, and Maben Complex. Since a material change has not occurred from the last TRS filed for each of the Berwind, Knox Creek, and Elk Creek complexes, the previous years’ TRSs have not been updated.
Weir served as the QP and prepared the estimates of mineral resources and mineral reserves at the Berwind Complex, Knox Creek Complex, Elk Creek Complex, and Maben Complex. Since a material change has not occurred from the last TRS filed for each of the Berwind, Knox Creek, Elk Creek, and Maben complexes, the previous years’ TRSs have not been updated.
Mineral Resources reported here are exclusive of Mineral Reserves. ● Resource probable economic mineability is based on underground minable resources with 2.0 feet minimum seam thickness, surface and highwall mines with 1.0 foot minimum seam thickness, area mining with a cutoff stripping ratio of 20:1, and primarily metallurgical 72 Table of Contents low and mid-volatile coal at the Berwind Complex realizing a sales price of $169 per ton at a cash cost of $101 per clean ton (FOB Mine), primarily metallurgical mid and high-volatile coal at the Knox Creek Complex realizing a sales price of $184 per ton and cash cost of $99 per clean ton (FOB Mine), primarily metallurgical high-volatile A and high-volatile B coal at the Elk Creek Complex realizing a sales price of $131 per ton at a cash cost of $77 per clean ton (FOB Mine), and primarily metallurgical low-volatile coal at the Maben Complex realizing a sales price of $153 per ton and cash cost of $116 per clean ton (FOB Mine) based on their respective TRS reports, which can be found in the Exhibits. ● Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding. ​ Table 2.
Mineral Resources reported here are exclusive of Mineral Reserves. ● Resource probable economic mineability is based on underground minable resources with 2.0 feet minimum seam thickness, surface and highwall mines with 1.0 foot minimum seam thickness, area mining with a cutoff stripping ratio of 20:1, and primarily metallurgical 78 Table of Contents low and mid-volatile coal at the Berwind Complex realizing a sales price of $169 per ton at a cash cost of $101 per clean ton (FOB Mine), primarily metallurgical mid and high-volatile coal at the Knox Creek Complex realizing a sales price of $184 per ton and cash cost of $99 per clean ton (FOB Mine), primarily metallurgical high-volatile A and high-volatile B coal at the Elk Creek Complex realizing a sales price of $131 per ton at a cash cost of $77 per clean ton (FOB Mine), and primarily metallurgical low-volatile coal at the Maben Complex realizing a sales price of $153 per ton and cash cost of $116 per clean ton (FOB Mine) based on their respective TRS reports, which can be found in the Exhibits. ● Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding. ​ Table 2.
The Company’s process for assessing, identifying, and managing material cybersecurity risks includes the following activities, all of which are performed or assisted by third parties with considerable experience providing managed IT and security services or IT assurance services: ● Assessment of cybersecurity risks, using the National Institute of Standards and Technology Cybersecurity Framework as a guide, as part of the overall IT risk assessment performed annually; ● Network operations center monitoring to establish baseline metrics and assist with anomaly detection; ● Periodic vulnerability scanning; ● Configuration of firewall, antivirus, and malware protection as well as alert thresholds; ● Generation of system audit logs and recovery backups; ● Preparation of an incident response plan and assignment of team members; ● Logical access security reviews for applications and data protection; and ● Awareness training for employees on cybersecurity threats and safe practices.
The Company’s process for assessing, identifying, and managing material cybersecurity risks includes the following activities, all of which are performed or assisted by third parties with considerable experience providing managed IT and security services or IT assurance services: ● Assessment of cybersecurity risks, using the National Institute of Standards and Technology Cybersecurity Framework as a guide, as part of the overall IT risk assessment performed annually; ● Network operations center monitoring to establish baseline metrics and assist with anomaly detection; ● Periodic vulnerability scanning; ● Configuration of firewall, antivirus, and malware protection as well as alert thresholds; ● Generation of system audit logs and recovery backups; ● Preparation of an incident response plan and assignment of team members; 68 Table of Contents ● Logical access security reviews for applications and data protection; and ● Awareness training for employees on cybersecurity threats and safe practices.
The mining operations for the Elk Creek, Berwind, Knox Creek, and Maben complexes are material to our business and are further described below. ​ ​ ​ ​ ​ ​ 66 Table of Contents Elk Creek Complex ​ The Elk Creek Complex is located approximately 45 miles south of Charleston, West Virginia, in Logan, Wyoming, and Mingo Counties at N 37.698718, W 81.778297.
The mining operations for the Elk Creek, Berwind, Knox Creek, and Maben complexes are material to our business and are further described below. ​ ​ ​ ​ ​ ​ 71 Table of Contents Elk Creek Complex ​ The Elk Creek Complex is located approximately 45 miles south of Charleston, West Virginia, in Logan, Wyoming, and Mingo Counties at N 37.698718, W 81.778297.
However, it is likely that future mines will be planned and scheduled, as necessary, to meet our production goals aligned with market conditions. 67 Table of Contents ​ All Run-of-Mine (“ROM”) coal is washed at the Elk Creek Preparation Plant.
However, it is likely that future mines will be planned and scheduled, as necessary, to meet our production goals aligned with market conditions. ​ 72 Table of Contents All Run-of-Mine (“ROM”) coal is washed at the Elk Creek Preparation Plant.
The reserves in this Annual Report are classified by reliability or accuracy in decreasing order of geological assurance as Proven (Measured) and Probable (Indicated). ​ Summaries of the mineral resources and mineral reserves as of December 31, 2024 and December 31, 2023 are shown below.
The reserves in this Annual Report are classified by reliability or accuracy in decreasing order of geological assurance as Proven (Measured) and Probable (Indicated). ​ Summaries of the mineral resources and mineral reserves as of December 31, 2025 and December 31, 2024 are shown below.
The mines that were active at December 31, 2024 are underground room and pillar mines, which use continuous miners for mine development. ​ Ramaco started operations at the Berwind Pocahontas 4 Deep Mine in 2017 and idled the mine in mid-July 2022 due to an ignition that an investigation by the Mine Safety and Health Administration (MSHA) suggests was 68 Table of Contents caused by lightning that struck a pilot hole for a new shaft.
The mines that were active at December 31, 2025 are underground room and pillar mines, which use continuous miners for mine development. ​ Ramaco started operations at the Berwind Pocahontas 4 Deep Mine in 2017 and idled the mine in mid-July 2022 due to an ignition that an investigation by the Mine Safety and Health Administration (MSHA) suggests was 73 Table of Contents caused by lightning that struck a pilot hole for a new shaft.
A successful cyberattack could lead to theft of sensitive information, ransomware, destruction of data, or other issues causing financial, legal, or reputational damage. These 63 Table of Contents events are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, should they occur. Item 2.
A successful cyberattack could lead to theft of sensitive information, ransomware, destruction of data, or other issues causing financial, legal, or reputational damage. These events are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, should they occur. Item 2.
Our coal resource 73 Table of Contents and reserve estimates are based on data obtained from our drilling activities and other available geologic data. Acquisitions or sales of coal properties will change these estimates. Changes in mining methods or the utilization of new technologies may increase or decrease the recovery basis for a coal seam.
Our coal resource and reserve estimates are based on data obtained from our drilling activities and other available geologic data. Acquisitions or sales of coal properties will change these estimates. Changes in mining methods or the utilization of new technologies may increase or decrease the recovery basis for a coal seam.
The most recent studies of our coal reserves for the Elk Creek Complex, Berwind Complex, Knox Creek Complex, and Maben Complex were prepared by an independent engineering firm, Weir International, Inc. (“Weir”). In periods between third party updates, we update reserves utilizing our internal staff of engineers and geologists based on production data.
The most recent studies of our coal reserves for the Elk Creek Complex, Berwind Complex, Knox Creek Complex, and Maben Complex were prepared by an independent engineering firm, Weir. In periods between third party updates, we update reserves utilizing our internal staff of engineers and geologists based on production data.
Contour mining has an average mining recovery of approximately 90 percent, and the highwall mine has an average mining recovery of approximately 40 percent. ​ The Berwind Complex is mining several seams and seam splits, including the Pocahontas 6, Pocahontas 5, Pocahontas 4 and Pocahontas 3 seams, in descending stratigraphic order. ​ Active Mines: ● Laurel Fork Pocahontas 3 Deep Mine ● Berwind No. 1 Pocahontas 4 Deep Mine ​ Permitted Mines: ● Squire Jim No. 1 Deep Mine, permitted but not planned for startup ​ The current Berwind Complex Life-of-Mine (LOM) Plan projects mining through 2049, an expected mine life for the complex of over 20 years.
Contour mining has an average mining recovery of approximately 90 percent, and the highwall mine has an average mining recovery of approximately 40 percent. ​ The Berwind Complex is mining several seams and seam splits, including the Pocahontas 6, Pocahontas 5, Pocahontas 4 and Pocahontas 3 seams, in descending stratigraphic order. ​ Active Mines: ● Laurel Fork Pocahontas 3 Deep Mine ● Berwind No. 1 Pocahontas 4 Deep Mine ​ Permitted Mines: ● Squire Jim No. 1 Deep Mine ​ The current Berwind Complex Life-of-Mine (LOM) Plan projects mining through 2049, an expected mine life for the complex of over 20 years.
We completed the expansion in 2023, which raised the nameplate processing capacity to 1,050 raw tons per hour and our annual processing capacity from this complex to approximately three million tons per year. ​ In order to utilize the increased capacity, we also completed development work on additional low-cost, high- volatile mines at Elk Creek during 2024, including the Ram 3 surface/highwall mine and the third section at the Stonecoal Alma mine, both of which were at full production by the end of the third quarter of 2024. ​ The gross book value of the Elk Creek Complex property and its associated plant and equipment was $331 million as of December 31, 2024.
We completed the expansion in 2023, which raised the nameplate processing capacity to 1,050 raw tons per hour and our annual processing capacity from this complex to approximately three million tons per year. ​ In order to utilize the increased capacity, we also completed development work on additional low-cost, high- volatile mines at Elk Creek during 2024, including the Ram 3 surface/highwall mine and the third section at the Stonecoal Alma mine, both of which were at full production by the end of the third quarter of 2024. ​ The gross investment in the Elk Creek Complex mining property and its associated plant and equipment was $459 million as of December 31, 2025.
“Business - Our Projects” for information about this property, which is not included in the disclosures of mineral resources and reserves at December 31, 2024 to follow. ​ 71 Table of Contents Summary of Mineral Resources and Reserves ​ Summaries of mineral resources and reserves at our material properties as of December 31, 2024, are set forth in Tables 1 and 2. ​ Table 1.
“Business - Our Projects” for information about this property, which is not included in the disclosures of mineral resources and reserves at December 31, 2025 to follow. ​ 77 Table of Contents Summary of Mineral Resources and Reserves ​ Summaries of mineral resources and reserves at our material properties as of December 31, 2025, are set forth in Tables 1 and 2. ​ Table 1.
The responsibility for managing and assessing material risks from cybersecurity threats lies with the Company’s IT Steering Committee, which met five times during 2024. The IT Steering Committee is made up of five members of senior management having legal or corporate finance backgrounds.
The responsibility for managing and assessing material risks from cybersecurity threats lies with the Company’s IT Steering Committee, which met quarterly during 2025. The IT Steering Committee is made up of five members of senior management having legal or corporate finance backgrounds.
Summary of Mineral Resources at the end of Fiscal Year ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ In-Place Resources (000 Tons) ​ (000 Tons) ​ Coal Quality (Dry Basis) Raw ​ Measured Indicated Total Inferred Ash (%) Relative Density (Lbs./Cu.Ft.) Area ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Berwind Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Red Ash 2 ​ 15,740 ​ - ​ 15,740 ​ - ​ 8.25 ​ 86.48 Tiller ​ 11,230 ​ - ​ 11,230 ​ - ​ 22.38 ​ 92.68 Greasy Creek 2 ​ 3,325 ​ - ​ 3,325 ​ - ​ 30.55 ​ 97.27 Pocahontas 11 ​ 8,030 ​ - ​ 8,030 ​ - ​ 22.64 ​ 91.73 Pocahontas 10 ​ 11,075 ​ - ​ 11,075 ​ - ​ 15.90 ​ 87.94 Pocahontas 9-2 ​ 33,226 ​ 45 ​ 33,271 ​ - ​ 17.00 ​ 86.95 Pocahontas 9-1 ​ 9,700 ​ 15,920 ​ 25,620 ​ 4,495 ​ 17.00 ​ 88.61 Pocahontas 6 ​ 8,303 ​ - ​ 8,303 ​ - ​ 38.10 ​ 101.74 Pocahontas 5 ​ 41,755 ​ 1,512 ​ 43,267 ​ - ​ 11.40 ​ 85.44 Pocahontas 4 ​ 50,233 ​ 6,683 ​ 56,916 ​ - ​ 18.20 ​ 88.96 Pocahontas 3 ​ 127,914 ​ 8,481 ​ 136,395 ​ - ​ 16.19 ​ 88.02 Squire Jim ​ 243,471 ​ 37,734 ​ 281,205 ​ - ​ 25.00 ​ 94.39 Berwind Complex Total ​ 564,002 ​ 70,375 ​ 634,377 ​ 4,495 ​ 20.41 ​ 91.06 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Knox Creek Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Big Creek Property ​ 35,775 ​ - ​ 35,775 ​ - ​ 14.10 ​ 91.42 Knox Creek Property ​ 234,093 ​ 6,580 ​ 240,673 ​ - ​ 13.62 ​ 87.77 Knox Creek Complex Total ​ 269,868 ​ 6,580 ​ 276,448 ​ - ​ 13.68 ​ 88.28 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Elk Creek Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ram Surface ​ 96,776 ​ 12,626 ​ 109,402 ​ - ​ 15.42 ​ 88.42 Crucible Deep ​ 2,285 ​ 730 ​ 3,015 ​ - ​ 8.74 ​ 84.04 Stonecoal No. 2 Alma Deep Mine ​ 16,202 ​ 2,917 ​ 19,119 ​ - ​ 14.32 ​ 86.83 Rockhouse Eagle Deep Mine ​ 4,065 ​ 35 ​ 4,100 ​ - ​ 19.62 ​ 89.07 Moorfork Mine ​ 2,390 ​ 360 ​ 2,750 ​ - ​ 15.49 ​ 82.24 Bens Creek Deep Mine ​ 15,510 ​ 24,425 ​ 39,935 ​ - ​ 25.83 ​ 93.81 Lower War Eagle ​ 4,965 ​ 2,870 ​ 7,835 ​ 70 ​ 21.76 ​ 90.64 Glen Alum Tunnel #1 Deep Mine ​ 9,295 ​ 10,855 ​ 20,150 ​ 815 ​ 4.80 ​ 81.13 Gilbert Deep Mine ​ 2,085 ​ 2,565 ​ 4,650 ​ 85 ​ 23.56 ​ 92.66 Elk Creek Complex Total ​ 153,573 ​ 57,383 ​ 210,956 ​ 970 ​ 16.60 ​ 88.59 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maben Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sewell ​ 13,336 ​ 1,153 ​ 14,489 ​ - ​ 12.20 ​ 85.61 Welch ​ 378 ​ - ​ 378 ​ - ​ N/A ​ 88.60 Little Raleigh ​ 748 ​ 273 ​ 1,021 ​ - ​ 43.95 ​ 105.42 Beckley ​ 43 ​ - ​ 43 ​ - ​ 9.82 ​ 84.13 Lower Beckley ​ 29,527 ​ - ​ 29,527 ​ - ​ 15.43 ​ 87.63 Fire Creek ​ 536 ​ 288 ​ 824 ​ - ​ N/A ​ 88.60 Pocahontas No. 9 ​ 1,042 ​ 51 ​ 1,093 ​ - ​ N/A ​ 88.60 Pocahontas No. 6 ​ 33,780 ​ 1,826 ​ 35,606 ​ - ​ 18.35 ​ 89.45 Pocahontas No. 4 ​ 51,732 ​ 2,175 ​ 53,907 ​ - ​ 24.99 ​ 93.59 Pocahontas No. 3 ​ 88,476 ​ 4,683 ​ 93,159 ​ - ​ 22.21 ​ 91.86 Maben Complex Total ​ 219,598 ​ 10,449 ​ 230,047 ​ - ​ 19.78 ​ 88.10 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grand Total ​ 1,207,041 ​ 144,787 ​ 1,351,828 ​ 5,465 ​ ​ ​ ​ ​ Notes: ● Mineral Resources reported above are not Mineral Reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves.
Summary of Mineral Resources at the end of Fiscal Year ended December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ In-Place Resources (000 Tons) ​ (000 Tons) ​ Coal Quality (Dry Basis) Raw ​ ​ Measured ​ Indicated ​ Total ​ Inferred ​ Ash (%) ​ Relative Density (Lbs./Cu.Ft.) Area ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Berwind Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Red Ash 2 ​ 15,740 ​ - ​ 15,740 ​ - ​ 8.25 ​ 86.48 Tiller ​ 11,230 ​ - ​ 11,230 ​ - ​ 22.38 ​ 92.68 Greasy Creek 2 ​ 3,325 ​ - ​ 3,325 ​ - ​ 30.55 ​ 97.27 Pocahontas 11 ​ 8,030 ​ - ​ 8,030 ​ - ​ 22.64 ​ 91.73 Pocahontas 10 ​ 11,075 ​ - ​ 11,075 ​ - ​ 15.90 ​ 87.94 Pocahontas 9-2 ​ 33,226 ​ 45 ​ 33,271 ​ - ​ 17.00 ​ 86.95 Pocahontas 9-1 ​ 9,700 ​ 15,920 ​ 25,620 ​ 4,495 ​ 17.00 ​ 88.61 Pocahontas 6 ​ 8,303 ​ - ​ 8,303 ​ - ​ 38.10 ​ 101.74 Pocahontas 5 ​ 41,755 ​ 1,512 ​ 43,267 ​ - ​ 11.40 ​ 85.44 Pocahontas 4 ​ 50,233 ​ 6,683 ​ 56,916 ​ - ​ 18.20 ​ 88.96 Pocahontas 3 ​ 127,914 ​ 8,481 ​ 136,395 ​ - ​ 16.19 ​ 88.02 Squire Jim ​ 243,471 ​ 37,734 ​ 281,205 ​ - ​ 25.00 ​ 94.39 Berwind Complex Total ​ 564,002 ​ 70,375 ​ 634,377 ​ 4,495 ​ 20.41 ​ 91.06 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Knox Creek Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Big Creek Property ​ 35,775 ​ - ​ 35,775 ​ - ​ 14.10 ​ 91.42 Knox Creek Property ​ 234,093 ​ 6,580 ​ 240,673 ​ - ​ 13.62 ​ 87.77 Knox Creek Complex Total ​ 269,868 ​ 6,580 ​ 276,448 ​ - ​ 13.68 ​ 88.28 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Elk Creek Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ram Surface ​ 96,776 ​ 12,626 ​ 109,402 ​ - ​ 15.42 ​ 88.42 Crucible Deep ​ 2,285 ​ 730 ​ 3,015 ​ - ​ 8.74 ​ 84.04 Stonecoal No. 2 Alma Deep Mine ​ 16,202 ​ 2,917 ​ 19,119 ​ - ​ 11.58 ​ 84.93 Rockhouse Eagle Deep Mine ​ 4,065 ​ 35 ​ 4,100 ​ - ​ 19.62 ​ 89.07 Moorfork Mine ​ 2,390 ​ 360 ​ 2,750 ​ - ​ 15.49 ​ 82.24 Bens Creek Deep Mine ​ 15,510 ​ 24,425 ​ 39,935 ​ - ​ 25.83 ​ 93.81 Lower War Eagle ​ 4,965 ​ 2,870 ​ 7,835 ​ 70 ​ 21.76 ​ 90.64 Glen Alum Tunnel #1 Deep Mine ​ 9,295 ​ 10,855 ​ 20,150 ​ 815 ​ 4.80 ​ 81.13 Gilbert Deep Mine ​ 2,085 ​ 2,565 ​ 4,650 ​ 85 ​ 23.56 ​ 92.66 Elk Creek Complex Total ​ 153,573 ​ 57,383 ​ 210,956 ​ 970 ​ 16.60 ​ 88.59 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maben Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sewell ​ 13,336 ​ 1,153 ​ 14,489 ​ - ​ 12.20 ​ 82.90 Welch ​ 378 ​ - ​ 378 ​ - ​ N/A ​ 88.60 Little Raleigh ​ 748 ​ 273 ​ 1,021 ​ - ​ 43.95 ​ 105.50 Beckley ​ 43 ​ - ​ 43 ​ - ​ 9.82 ​ 87.90 Lower Beckley ​ 32,210 ​ 1,184 ​ 33,394 ​ - ​ 15.43 ​ 86.10 Fire Creek ​ 536 ​ 288 ​ 824 ​ - ​ N/A ​ 89.17 Pocahontas No. 9 ​ 1,042 ​ 51 ​ 1,093 ​ - ​ N/A ​ 89.17 Pocahontas No. 6 ​ 33,780 ​ 1,826 ​ 35,606 ​ - ​ 18.35 ​ 91.10 Pocahontas No. 4 ​ 51,732 ​ 2,175 ​ 53,907 ​ - ​ 24.99 ​ 87.40 Pocahontas No. 3 ​ 71,179 ​ 3,767 ​ 74,946 ​ - ​ 22.21 ​ 94.80 Maben Complex Total ​ 204,984 ​ 10,717 ​ 215,701 ​ - ​ 20.63 ​ 90.19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grand Total ​ 1,192,427 ​ 145,055 ​ 1,337,482 ​ 5,465 ​ ​ ​ ​ ​ Notes: ● Mineral Resources reported above are not Mineral Reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves.
During 2024, the Company completed the purchase of an existing coal preparation plant and relocated the plant to the Maben Complex, which was commissioned early in the fourth quarter. ​ The Maben Complex is in the production stage and currently has one active mine and three planned underground mines. ​ Active Mine: ● Maben Surface and Highwall Mine ​ Planned and Permitted Mines: ● Beckley Crystal Deep Mine, scheduled for 2026 startup ● Allen Creek Mine No. 1, scheduled for 2028 startup ​ Planned and Unpermitted Mine: ● Slick Rock Sewell Deep Mine, scheduled for late 2026 startup ​ The current expected mine life for the complex is 15 years; however, it is anticipated that future mines will be planned and scheduled, as necessary, from resource areas within the complex, to meet internal Ramaco production goals aligned with market conditions. ​ The gross book value of the Maben Complex property and its associated plant and equipment was $24 million as of December 31, 2024.
During 2024, the Company completed the purchase of an existing coal preparation plant and relocated the plant to the Maben Complex, which was commissioned early in the fourth quarter of 2024. ​ The Maben Complex is in the production stage and currently has one active mine and three planned underground mines. ​ Active Mine: ● Maben Surface and Highwall Mine ​ Planned and Permitted Mines: ● Beckley Crystal Deep Mine ● Allen Creek Mine No. 1 ​ Planned and Unpermitted Mine: ● Slick Rock Sewell Deep Mine ​ The current expected mine life for the complex is 15 years; however, it is anticipated that future mines will be planned and scheduled, as necessary, from resource areas within the complex, to meet internal Ramaco production goals aligned with market conditions. ​ The gross investment in the Maben Complex mining property and its associated plant and equipment was $74 million as of December 31, 2025.
The Audit Committee is primarily responsible for the Board of Directors’ oversight of cybersecurity risks. The Company created and hired a new role in early 2025, Vice President of Information Technology and Cybersecurity, which is expected to enhance the management and oversight of cybersecurity.
The Audit Committee is primarily responsible for the Board of Directors’ oversight of cybersecurity risks. The Company created and hired a new role in early 2025, Vice President of Information Technology and Cybersecurity, which enhanced the management and oversight of cybersecurity.
The Bens Creek Deep Mine is planned but is not yet permitted. The projected startup date for this mine is 2028. It is likely future mines will be planned and scheduled, as necessary, from resource areas within the complex, to meet internal Ramaco production goals aligned with market conditions.
The Bens Creek Deep Mine is planned but is not yet permitted. It is likely future mines will be planned and scheduled, as necessary, from resource areas within the complex, to meet internal Ramaco production goals aligned with market conditions.
Mining within the Knox Creek Complex likely began in the early-1900s and there have been many different mine operators both large and small in the region since then. ​ 69 Table of Contents The Knox Creek Complex consists of approximately 64,050 acres of owned and leased coal holdings.
Mining within the Knox Creek Complex likely began in the early-1900s and there have been many different mine operators both large and small in the region since then. ​ 74 Table of Contents The Knox Creek Complex consists of approximately 88,850 acres of owned and leased coal holdings.
Contour mining has an average mining recovery of approximately 90 percent, and the highwall mines have an average mining recovery of approximately 40 percent. ​ The Elk Creek Complex is mining several seams and seam splits, including the Chilton A, Upper Dorothy, Upper Dorothy 2, 3, and 4, Middle Dorothy, Lower Dorothy, Upper Cedar Grove, Lower Cedar Grove A, Lower Cedar Grove B, Lower Cedar Grove C, Upper Alma, Lower Alma, Powellton, Eagle, and No. 2 Gas seams, in descending stratigraphic order. ​ Currently, there are seven active mines within the complex: ● Ram No. 1 Surface and Highwall Mine ● Ram No. 3 Surface and Highwall Mine ● Stonecoal No. 2 Alma Deep Mine ● Rockhouse Eagle Deep Mine ● No. 2 Gas Deep Mine ● Michael Powellton Deep Mine ● Crucible Deep Mine Lower Cedar Grove B and C seams ​ There are two planned and permitted mines within the complex: ● Ram No. 2 Surface and Highwall Mine (which is the extension of Ram No. 1 above), scheduled for late 2025 startup ● Glen Alum Tunnel #1 Deep Mine, scheduled for 2027 startup ​ There are two permitted inactive mines, the Eight-Kay Deep Mine that is projected to start in 2027 as well as the Monarch Deep Mine that is scheduled to start in 2026.
Contour mining has an average mining recovery of approximately 90 percent, and the highwall mines have an average mining recovery of approximately 40 percent. ​ The Elk Creek Complex is mining several seams and seam splits, including the Chilton A, Upper Dorothy, Upper Dorothy 2, 3, and 4, Middle Dorothy, Lower Dorothy, Upper Cedar Grove, Lower Cedar Grove A, Lower Cedar Grove B, Lower Cedar Grove C, Upper Alma, Lower Alma, Powellton, Eagle, and No. 2 Gas seams, in descending stratigraphic order. ​ Currently, there are seven active mines within the complex: ● Ram No. 1 Surface and Highwall Mine ● Ram No. 3 Surface and Highwall Mine ● Stonecoal No. 2 Alma Deep Mine ● Rockhouse Eagle Deep Mine ● No. 2 Gas Deep Mine ● Michael Powellton Deep Mine ● Crucible Deep Mine Lower Cedar Grove B and C seams ​ There are two planned and permitted mines within the complex: ● Ram No. 2 Surface and Highwall Mine (which is the extension of Ram No. 1 above) ● Glen Alum Tunnel #1 Deep Mine ​ There are two permitted inactive mines, the Eight-Kay Deep Mine and the Monarch Deep Mine.
Historically, the market for metallurgical coal from the Berwind Complex has been for both domestic metallurgical coal consumers and the global seaborne metallurgical coal market. ​ We are unaware of any significant encumbrances to the Berwind Complex, including current and future permitting requirements and associated timelines, permit conditions, and violations and fines. ​ Knox Creek Complex ​ The Knox Creek Complex consists of two general properties or areas as follows: ● Big Creek Property ● Knox Creek Property ​ The Knox Creek Complex is located approximately 80 miles south of Charleston, West Virginia; 100 miles west of Roanoke, Virginia; 60 miles northeast of Kingsport, Tennessee; and 160 miles east/southeast of Lexington, Kentucky at N 37.164522, W 81.744893.
Historically, the market for metallurgical coal from the Berwind Complex has been for both domestic metallurgical coal consumers and the global seaborne metallurgical coal market. ​ We are unaware of any significant encumbrances to the Berwind Complex, including current and future permitting requirements and associated timelines, permit conditions, and violations and fines. ​ Knox Creek Complex ​ The Knox Creek Complex consists of two general properties or areas as follows: ● Big Creek Property ● Knox Creek Property ​ The Knox Creek Complex is located approximately 90 miles south of Charleston, West Virginia; 110 miles west of Roanoke, Virginia; 50 miles northeast of Kingsport, Tennessee; and 150 miles east/southeast of Lexington, Kentucky at N 37.108, W 81.9106.
See “Item 1A “Risk Factors” ​ The information that follows relating to the Elk Creek Complex, Berwind Complex, Knox Creek Complex, and Maben Complex is derived, for the most part, from, and in some instances is an extract from, the technical report summaries (“TRS”) relating to such properties prepared in compliance with the Item 601(b)(96) and subpart 1300 of Regulation S-K.
See “Item 1A “Risk Factors” 69 Table of Contents ​ The information that follows relating to the Elk Creek Complex, Berwind Complex, Knox Creek Complex, and Maben Complex is derived, for the most part, from, and in some instances is an extract from, the TRS relating to such properties prepared in compliance with the Item 601(b)(96) and subpart 1300 of Regulation S-K.
The Knox Creek Preparation Plant, built in 1981 by Powell Construction Company located in Johnson City, Tennessee, is a well designed and constructed preparation plant, with ROM processing capacity of 750 tons per hour. ​ The gross book value of the Knox Creek Complex property and its associated plant and equipment was $34 million as of December 31, 2024.
The Knox Creek Preparation Plant, built in 1981 by Powell Construction Company located in Johnson City, Tennessee, is a well designed and constructed preparation plant, with ROM processing capacity of 750 tons per hour. ​ The gross investment in the Knox Creek Complex mining property and its associated plant and equipment was $53 million as of December 31, 2025.
The aggregate annual production for our properties during the three most recently completed fiscal years are as follows: 3.7 million tons for fiscal year 2024, 3.2 million tons for fiscal year 2023, and 2.7 million tons for fiscal year 2022.
The aggregate annual production for our properties during the three most recently completed fiscal years are as follows: 3.8 million tons for fiscal year 2025, 3.7 million tons for fiscal year 2024, and 3.1 million tons for fiscal year 2023.
Ramaco refurbished the preparation plant in 2021 and 2022 based on a design by Ramsey Industrial, with a current ROM processing capacity of 600 tons per hour. ​ The gross book value of the Berwind Complex property and its associated plant and equipment was $178 million as of December 31, 2024.
Ramaco refurbished the preparation plant in 2021 and 2022 based on a design by Ramsey Industrial, with a current ROM processing capacity of 600 tons per hour. ​ The gross investment in the Berwind Complex mining property and its associated plant and equipment was $240 million as of December 31, 2025.
Reference should be made to the full text of the TRSs, incorporated herein by reference and made a part of this Annual Report. ​ 64 Table of Contents Item 2 Properties, Figure 1 below shows the location of our mining properties and offices as of December 31, 2024: ​ ​ ​ 65 Table of Contents At December 31, 2024, we had five mining properties, as summarized in the table below (tons produced in 000s), excluding the Brook Mine property: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Clean Tons ​ Clean Tons ​ Clean Tons ​ ​ ​ ​ ​ ​ ​ ​ ​ Controlled ​ ​ ​ ​ ​ ​ Produced ​ Produced ​ Produced ​ ​ ​ ​ ​ Processing Facilities - ​ Location Acres Yrs Stage ​ ​ 2022 ​ 2023 ​ 2024 Mine Type Quality Transportation Elk Creek Complex Logan, Wyoming, and Mingo Counties, WV 20,200 ​ 15 ​ Production ​ ​ 2,033 ​ 2,031 ​ 2,286 ​ Underground, Highwall, Surface High Volatile A, A/B, B Elk Creek Preparation Plant - CSX RR, Truck Berwind Complex McDowell County, WV, Buchanan and Tazewell Counties, VA 62,500 ​ 20+ ​ Production ​ ​ 416 ​ 601 ​ 794 ​ Underground, Highwall, Surface Low and Mid Volatile Berwind Preparation Plant - Truck, Norfolk Southern RR Knox Creek Complex ​ McDowell County, WV, Buchanan, Russell, and Tazewell Counties, VA ​ 64,050 ​ 12 ​ Production ​ ​ 235 ​ 370 ​ 326 ​ Underground, Highwall, Surface ​ Mid and High Volatile A ​ Knox Creek Preparation Plant - Truck, Norfolk Southern RR Maben Complex ​ Wyoming and Raleigh Counties, WV ​ 28,000 ​ 15 ​ Production ​ ​ — ​ 172 ​ 265 ​ Underground, Highwall, Surface ​ Low Volatile ​ Maben Preparation Plant - Truck, Norfolk Southern RR RAM Mine Washington County, PA 1,567 ​ n/a ​ Commercial Development or Other ​ ​ — ​ — ​ — ​ Underground High Volatile C Truck, Barge Total 176,317 ​ ​ ​ 2,684 ​ 3,174 ​ 3,671 ​ ​ At December 31, 2024, we owned or controlled, primarily through long-term leases, approximately 174,750 acres of coal in Virginia and West Virginia and 1,567 acres of coal in Pennsylvania.
Reference should be made to the full text of the TRSs, incorporated herein by reference and made a part of this Annual Report. ​ Item 2 Properties, Figure 1 below shows the location of our mining properties and offices as of December 31, 2025: ​ ​ 70 Table of Contents At December 31, 2025, we had four mining properties and one commercial development property, as summarized in the table below (tons produced in 000s), excluding the Brook Mine property: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Clean Tons ​ Clean Tons ​ Clean Tons ​ ​ ​ ​ ​ ​ ​ ​ ​ Controlled ​ ​ ​ ​ ​ ​ Produced ​ Produced ​ Produced ​ ​ ​ ​ ​ Processing Facilities - ​ ​ Location ​ Acres ​ Yrs ​ Stage ​ ​ 2023 ​ 2024 ​ 2025 ​ Mine Type ​ Quality ​ Transportation Elk Creek Complex Logan, Wyoming, and Mingo Counties, WV 20,200 ​ 15 ​ Production ​ ​ 2,031 ​ 2,286 ​ 2,719 ​ Underground, Highwall, Surface High Volatile A, A/B, B Elk Creek Preparation Plant - CSX RR, Truck Berwind Complex McDowell County, WV, Buchanan and Tazewell Counties, VA 62,500 ​ 20+ ​ Production ​ ​ 601 ​ 794 ​ 698 ​ Underground, Highwall, Surface Low and Mid Volatile Berwind Preparation Plant - Truck, Norfolk Southern RR Knox Creek Complex ​ McDowell County, WV, Buchanan, Russell, and Tazewell Counties, VA ​ 88,850 ​ 30 ​ Production ​ ​ 370 ​ 326 ​ 164 ​ Underground, Highwall, Surface ​ Mid and High Volatile A ​ Knox Creek Preparation Plant - Truck, Norfolk Southern RR Maben Complex ​ Wyoming and Raleigh Counties, WV ​ 28,000 ​ 15 ​ Production ​ ​ 172 ​ 265 ​ 244 ​ Underground, Highwall, Surface ​ Low Volatile ​ Maben Preparation Plant - Truck, Norfolk Southern RR RAM Mine Washington County, PA 1,567 ​ n/a ​ Commercial Development or Other ​ ​ — ​ — ​ — ​ Underground High Volatile C Truck, Barge Total ​ 201,117 ​ ​ ​ ​ 3,174 ​ 3,671 ​ 3,826 ​ ​ ​ ​ ​ At December 31, 2025, we owned or controlled, primarily through long-term leases, approximately 199,550 acres of coal in Virginia and West Virginia and 1,567 acres of coal in Pennsylvania.
At the surface mine, contour mining has an average mining recovery of approximately 90 percent, and highwall mining has an average mining recovery of approximately 40 percent. ​ The Knox Creek Complex is mining or plans to mine several seams and seam splits, including the Jawbone, Kennedy and Tiller seams. ​ Active Mine: ● Big Creek Surface and Highwall Mine ​ Planned and Permitted Mines: ● Knox Creek Tiller Deep Mine, scheduled for 2029 startup ● Kennedy No. 3 Deep Mine, scheduled for 2029 startup ​ Closed Mines: ● Big Creek Jawbone No. 1 Deep Mine was active during most of 2024, but was closed later in the year and is no longer active ​ The current Knox Creek Complex Life-of-Mine (LOM) Plan projects mining through 2037, an expected mine life for the complex of 12 years.
At the surface mine, contour mining has an average mining recovery of approximately 90 percent, and highwall mining has an average mining recovery of approximately 40 percent. ​ The Knox Creek Complex is mining or plans to mine several seams and seam splits, including the Jawbone, Kennedy and Tiller seams. ​ Active Mine: ● Big Creek Surface ​ Planned and Permitted Mines: ● Knox Creek Tiller Deep Mine ● Kennedy No. 3 Deep Mine ​ Closed Mines: ● Big Creek Jawbone No. 1 Deep Mine was active during most of 2024, but was closed later in the year and is no longer active ​ We estimate that the mine life for the Knox Creek Complex is 30 years.
The Maben Complex utilizes industry standard, modern surface and highwall mining equipment, processing equipment, and infrastructure that is in good operating condition and capable of meeting planned production requirements using prudent operating methods and operating schedules. ​ The Maben Complex produces high-quality, low-volatile metallurgical coal, which serves both domestic metallurgical coal consumers and the global seaborne metallurgical coal market. ​ We are unaware of any significant encumbrances to the Maben Complex, including current and future permitting requirements and associated timelines, permit conditions, and violations and fines. ​ Other Properties ​ Refer to the discussion of our RAM Mine under Item 1.
The Maben Complex utilizes industry standard, modern surface and highwall mining equipment, processing equipment, and infrastructure that is in good operating condition and capable of meeting planned production requirements using prudent operating methods and operating schedules. ​ The Maben Complex produces high-quality, low-volatile metallurgical coal, which serves both domestic metallurgical coal consumers and the global seaborne metallurgical coal market. ​ We are unaware of any significant encumbrances to the Maben Complex, including current and future permitting requirements and associated timelines, permit conditions, and violations and fines. ​ Brook Mine ​ The Brook Mine is located approximately nine miles northwest of Sheridan, Wyoming in Sheridan County, Wyoming.
Summary of Mineral Reserves at the end of Fiscal Year ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Clean Recoverable Reserves (000 tons) ​ Average Coal Quality (Raw Dry Basis) ​ Proven Probable Total Ash (%) Relative Density (Lbs./Cu.Ft.) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Berwind Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Berwind No. 1 Deep Mine - Pocahontas 4 ​ 16,046 ​ 26 ​ 16,072 ​ 23.70 ​ 92.82 Laurel Fork Deep Mine - Pocahontas 3 ​ 2,454 ​ - ​ 2,454 ​ 10.60 ​ 84.32 Triple S Highwall Mine - Pocahontas 5 ​ 141 ​ 37 ​ 178 ​ 11.10 ​ 84.89 Berwind Complex Total ​ 18,641 ​ 63 ​ 18,704 ​ 20.26 ​ 89.93 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Knox Creek Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Big Creek Surface and Highwall Mine - Tiller 1-2 ​ 120 ​ - ​ 120 ​ 19.09 ​ 89.75 Big Creek Jawbone 1 Deep Mine ​ - ​ - ​ - ​ 30.60 ​ 97.38 Knox Creek Tiller Deep Mine - Jawbone 3 ​ 6,362 ​ - ​ 6,362 ​ 16.10 ​ 88.05 Kennedy No. 2 Deep Mine ​ 720 ​ - ​ 720 ​ 13.60 ​ 86.48 Knox Creek Complex Total ​ 7,202 ​ - ​ 7,202 ​ 16.69 ​ 88.43 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Elk Creek Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ram Surface No. 1 and Highwall Mine ​ 1,164 ​ - ​ 1,164 ​ 17.68 ​ 88.72 Ram Surface No. 3 and Highwall Mine ​ 2,628 ​ 440 ​ 3,068 ​ 15.79 ​ 87.83 Crucible Deep ​ 3,635 ​ 645 ​ 4,280 ​ 10.38 ​ 84.11 Stonecoal No. 2 Alma Deep Mine ​ 5,588 ​ 60 ​ 5,648 ​ 24.32 ​ 88.49 Michael Powellton Mine ​ 1,352 ​ 45 ​ 1,397 ​ 40.70 ​ 103.20 Rockhouse Eagle Deep Mine ​ 1,163 ​ 345 ​ 1,508 ​ 18.55 ​ 88.61 No. 2 Gas Deep Mine ​ 3,767 ​ 112 ​ 3,879 ​ 22.30 ​ 91.40 Eight-Kay ​ 1,390 ​ 240 ​ 1,630 ​ 12.32 ​ 85.73 Bens Creek Deep Mine ​ 1,670 ​ 170 ​ 1,840 ​ 28.56 ​ 95.84 Glen Alum Tunnel #1 Deep Mine ​ 2,380 ​ 2,190 ​ 4,570 ​ 5.94 ​ 81.78 Elk Creek Complex Total ​ 24,737 ​ 4,247 ​ 28,984 ​ 17.29 ​ 87.86 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maben Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maben Surface and Highwall ​ 1,929 ​ 20 ​ 1,949 ​ 12.20 ​ 82.87 Crystal Beckley Deep Mine ​ 2,161 ​ 18 ​ 2,179 ​ 15.40 ​ 89.17 Slick Rock Sewell Deep Mine ​ 3,007 ​ - ​ 3,007 ​ 12.20 ​ 82.87 Allen Creek No. 1 Mine ​ 4,402 ​ - ​ 4,402 ​ 22.20 ​ 91.73 Maben Complex Total ​ 11,499 ​ 38 ​ 11,537 ​ 16.62 ​ 87.98 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grand Total ​ 62,079 ​ 4,348 ​ 66,427 ​ ​ ​ ​ ​ Notes: ● Clean recoverable reserve tonnage based on underground mining recovery of 50 to 80 percent (contingent upon retreat mining capability), 90 percent for surface mining, 40 percent for highwall mining, theoretical preparation plant yield, and a 95 percent preparation plant efficiency. ● Mineral Reserves estimated for the Berwind Complex are based primarily on metallurgical low and mid-volatile coal realizing a sales price of $169 per ton at a cash cost of $101 per clean ton (FOB Mine), primarily metallurgical mid and high-volatile coal at the Knox Creek Complex realizing a sales price of $184 per ton and cash cost of $99 per clean ton (FOB mine), primarily metallurgical high-volatile A and high-volatile B coal at the Elk Creek Complex realizing a sales price of $131 per ton at a cash cost of $77 per clean ton (FOB Mine), and primarily metallurgical low-volatile coal at the Maben Complex realizing a sales price of $153 per ton and a cash cost of $116 per clean ton (FOB mine) based on their respective TRS reports, which can be found in the Exhibits. ● Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding. ● Mineral Reserves are reported exclusive of Mineral Resources. ​ Our coal resource and reserve estimates at December 31, 2024, were prepared by a qualified person (“QP”) and have a basis in periodic, historical reserve studies completed by third-party geological engineering firms.
Summary of Mineral Reserves at the end of Fiscal Year ended December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Clean Recoverable Reserves (000 tons) ​ Average Coal Quality (Raw Dry Basis) ​ ​ Proven ​ Probable ​ Total ​ Ash (%) ​ Relative Density (Lbs./Cu.Ft.) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Berwind Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Berwind No. 1 Deep Mine - Pocahontas 4 ​ 15,479 ​ 26 ​ 15,505 ​ 23.70 ​ 92.82 Laurel Fork Deep Mine - Pocahontas 3 ​ 2,321 ​ - ​ 2,321 ​ 10.60 ​ 84.32 Triple S Highwall Mine - Pocahontas 5 ​ 141 ​ 37 ​ 178 ​ 11.10 ​ 84.89 Berwind Complex Total ​ 17,941 ​ 63 ​ 18,004 ​ 20.26 ​ 89.93 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Knox Creek Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Big Creek Surface and Highwall Mine - Tiller 1-2 ​ 575 ​ - ​ 575 ​ 19.09 ​ 89.75 Big Creek Jawbone 1 Deep Mine ​ - ​ - ​ - ​ - ​ - Big Creek Jawbone 1 Surface and Highwall Mine ​ 210 ​ - ​ 210 ​ 18.40 ​ 89.50 Knox Creek Tiller Deep Mine - Jawbone 3 ​ 6,362 ​ - ​ 6,362 ​ 16.10 ​ 88.05 Kennedy No. 2 Deep Mine ​ 720 ​ - ​ 720 ​ 13.60 ​ 86.48 Knox Creek Complex Total ​ 7,867 ​ - ​ 7,867 ​ 16.69 ​ 88.43 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Elk Creek Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ram Surface No. 1 and Highwall Mine ​ 740 ​ - ​ 740 ​ 17.68 ​ 88.72 Ram Surface No. 2 and Highwall Mine ​ 342 ​ - ​ 342 ​ 17.68 ​ 88.72 Ram Surface No. 3 and Highwall Mine ​ 3,798 ​ 397 ​ 4,195 ​ 15.79 ​ 87.83 Crucible Deep ​ 3,932 ​ 395 ​ 4,327 ​ 10.38 ​ 84.11 Stonecoal No. 2 Alma Deep Mine ​ 4,708 ​ 60 ​ 4,768 ​ 24.32 ​ 88.49 Michael Powellton Mine ​ 720 ​ 45 ​ 765 ​ 40.70 ​ 103.20 Rockhouse Eagle Deep Mine ​ 953 ​ 626 ​ 1,579 ​ 18.55 ​ 88.61 No. 2 Gas Deep Mine ​ 4,090 ​ 488 ​ 4,578 ​ 22.30 ​ 91.40 Eight-Kay ​ 1,390 ​ 240 ​ 1,630 ​ 12.32 ​ 85.73 Bens Creek Deep Mine ​ 1,670 ​ 170 ​ 1,840 ​ 28.56 ​ 95.84 Glen Alum Tunnel #1 Deep Mine ​ 2,380 ​ 2,190 ​ 4,570 ​ 5.94 ​ 81.78 Elk Creek Complex Total ​ 24,723 ​ 4,611 ​ 29,334 ​ 17.29 ​ 87.86 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maben Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maben Surface and Highwall ​ 1,377 ​ 12 ​ 1,389 ​ 12.20 ​ 85.50 Crystal Beckley Deep Mine ​ 1,508 ​ - ​ 1,508 ​ 15.40 ​ 86.10 Slick Rock Sewell Deep Mine ​ 3,922 ​ 355 ​ 4,277 ​ 12.20 ​ 85.50 Allen Creek No. 1 Mine ​ 22,615 ​ - ​ 22,615 ​ 22.20 ​ 94.80 Maben Complex Total ​ 29,422 ​ 367 ​ 29,789 ​ 20.00 ​ 92.59 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grand Total ​ 79,953 ​ 5,041 ​ 84,994 ​ ​ ​ ​ ​ Notes: ● Clean recoverable reserve tonnage based on underground mining recovery of 50 to 80 percent (contingent upon retreat mining capability), 90 percent for surface mining, 40 percent for highwall mining, theoretical preparation plant yield, and a 95 percent preparation plant efficiency. ● Mineral Reserves estimated for the Berwind Complex are based primarily on metallurgical low and mid-volatile coal realizing a sales price of $169 per ton at a cash cost of $101 per clean ton (FOB Mine), primarily metallurgical mid and high-volatile coal at the Knox Creek Complex realizing a sales price of $184 per ton and cash cost of $99 per clean ton (FOB mine), primarily metallurgical high-volatile A and high-volatile B coal at the Elk Creek Complex realizing a sales price of $131 per ton at a cash cost of $77 per clean ton (FOB Mine), and primarily metallurgical low-volatile coal at the Maben Complex realizing a sales price of $153 per ton and a cash cost of $116 per clean ton (FOB mine) based on their respective TRS reports, which can be found in the Exhibits. ● Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding. ● Mineral Reserves are reported exclusive of Mineral Resources. ​ 79 Table of Contents Our coal resource and reserve estimates at December 31, 2025, were prepared by a qualified person (“QP”) and have a basis in periodic, historical reserve studies completed by third-party geological engineering firms.
The Elk Creek Complex also produces thermal coal and specialty coals, which represent approximately five percent of sales. ​ Volatiles refers to the volatile matter contained in the coal.
The Elk Creek Complex also produces thermal coal and specialty coals, which typically represents less than five percent of sales in any given year. ​ Volatiles refers to the volatile matter contained in the coal.
Within the Knox Creek Complex controlled coal holdings, 5,370 acres lie in McDowell County, West Virginia. The Knox Creek Complex is in the production stage and currently has one active mine and two planned and permitted mines. There are no active or planned West Virginia mines currently within the Knox Creek Complex.
Within the Knox Creek Complex controlled coal holdings, 5,370 acres lie in McDowell County, West Virginia. The Knox Creek Complex is in the production stage and currently has one active mine and two planned and permitted mines. The single active mine is a contour surface mine developing areas for a highwall miner.
These technologies are used to operate our businesses, process and record financial and operating data, communicate with our business partners, analyze mining information, estimate quantities of coal reserves, and perform other activities related to our business. Ramaco uses third parties to manage its information technology (“IT”) infrastructure.
Item 1C. Cybersecurity We have become increasingly dependent upon technology, including information systems as well as infrastructure and cloud applications and services. These technologies are used to operate our businesses, process and record financial and operating data, communicate with our business partners, analyze mining information, estimate quantities of coal reserves, and perform other activities related to our business.
The Knox Creek Complex also sporadically produces a minimal quantity of thermal coal from the surface mine from oxidized zones. ​ We are unaware of any significant encumbrances to the Knox Creek Complex, including current and future permitting requirements and associated timelines, permit conditions, and violations and fines. ​ Maben Complex ​ The Maben Complex is located approximately 52 miles south of Charleston, WV.
The Knox Creek Complex also sporadically produces a minimal quantity of thermal coal from the surface mine from oxidized zones. ​ We are unaware of any significant encumbrances to the Knox Creek Complex, including current and future permitting requirements and associated timelines, permit conditions, and violations and fines. ​ Maben Complex ​ The Maben Complex is located approximately 52 miles south of Charleston, WV; 80 miles west of Roanoke, Virginia; 100 miles northeast of Kingsport, Tennessee; and 170 miles east/southeast of Lexington, Kentucky at N 37.6525, W 81.3867. 75 Table of Contents ​ The Maben Complex and surrounding area have an extensive history of coal mining, primarily by contour surface and underground mining methods.
The 2012 purchase included acquisition of rail access, permitted impoundment and coal refuse disposal facilities, as well as numerous reclaimed, but permitted deep mines.
Ramaco Coal bought the property from Core Natural Resources in 2012 and started production on the Elk Creek Complex in the fourth quarter of 2016. The 2012 purchase included acquisition of rail access, permitted impoundment and coal refuse disposal facilities, as well as numerous reclaimed, but permitted deep mines.
Consolidation Coal Company, now known as Consol Energy, Inc. (“Consol”), bought Island Creek in July 1993 and continued operations in and around the area until the late-1990s when Consol idled its Elk Creek Mine. Ramaco Coal bought the property from Consol in 2012 and started production on the Elk Creek Complex in the fourth quarter of 2016.
Consolidation Coal Company, now known as Core Natural Resources, Inc. (“Core Nature Resources”), bought Island Creek in July 1993 and continued operations in and around the area until the late-1990s when Core Natural Resources idled its Elk Creek Mine.
The single active mine is a contour surface mine developing areas for a highwall miner. The Company closed the Jawbone No. 1 Deep Mine during 2024, which was nearing end of mine life and experiencing higher cost production. ​ Ramaco began production of metallurgical coal at the complex in 2019.
The Company closed the Jawbone No. 1 Deep Mine during 2024, which was nearing end of mine life and experiencing higher cost production. The Company acquired approximately 24,800 acres in November 2025 from Coranado IV, LLC, and Buchanan Minerals, referred to as the Russell County property.
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Item 1C. Cybersecurity As discussed earlier under General Risk Factors , we have become increasingly dependent upon technology, including information systems as well as infrastructure and cloud applications and services.
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Ramaco uses third parties to manage its information technology (“IT”) infrastructure.
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The underground mines will implement retreat mining, which typically results in mining recovery of 50 to 80 percent.
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Through this acquisition Ramaco extended the mine life for Big Creek Surface mine by an additional five years. Further engineering work is being completed to evaluate additional potential coal areas. ​ Ramaco began production of metallurgical coal at the complex in 2019. The underground mines will implement retreat mining, which typically results in mining recovery of 50 to 80 percent.
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The complex includes areas in Wyoming and Raleigh County, West Virginia. ​ 70 Table of Contents The Maben Complex and surrounding area have an extensive history of coal mining, primarily by contour surface and underground mining methods.
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The Brook Mine is located within the Sheridan Coal within the northwestern portion of the Powder River Basin coal producing region of the United States. ​ Mining activity in and around the Brook Mine dates back to the late 19th century, when underground coal mining began in the Sheridan Coal Field around 1894 and continued through 1953, with major operations (the Dietz, Acme, Model, Carney, Monarch, and Kooi mines) eventually consolidated under the Sheridan Wyoming Coal Company and later acquired by Pittston.
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Refer to Exhibit 96.1, 96.2, and 96.3 for access to the previous TRS for the Berwind Complex, Knox Creek Complex, and Elk Creek Complex, respectively.
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Subsequent large scale surface mining was carried out by Big Horn Coal Company 76 Table of Contents beginning in the 1950s, with production peaking at roughly one million tons per year in 1970 before operations ceased in 2000. ​ The Brook Mine consists of approximately 15,800 acres of Ramaco owned and leased surface and mineral holdings located in Sheridan County, Wyoming.
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So far, the results of these drilling programs and related chemical, metallurgical, and mineralogy testing, indicate elevated levels of rare earth elements neodymium, praseodymium, dysprosium, and terbium along with significant concentrations of critical minerals gallium, and germanium, and scandium.
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The property was acquired as part of the purchase of Ramaco Coal during 2022. ​ An initial mineral resource estimate was released for the Brook Mine in September 2025 based on a TRS of the Brook Mine completed by Weir. The TRS is underpinned by preliminary economic assessment completed by Fluor Corporation.
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Work is ongoing to evaluate the potential extraction of these resources within the current Brook Mine permit area and to conclude whether such activities would be commercially feasible.
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The mineral resource estimates are not mineral reserves and do not meet the threshold for reserve modifying factors that would allow for conversion to mineral reserves.
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The Company anticipates completing its techno-economic analysis of the overall commercial aspects of the potential opportunity in 2025 and anticipates beginning construction of a demonstration processing facility in mid to late 2025. ​ There has been insufficient analysis of the Brook Mine to estimate a mineral resource and it is unclear, at present, whether further exploration and analysis will result in the estimation of a mineral resource.
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There is no certainty that any part of the initial resource estimates will be converted into reserves. ​ The Company continues to evaluate the commercial and technical feasibility of extracting critical minerals and rare earth elements within the current Brook Mine permit area.
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The exploration target therefore does not represent, and should not be construed to be, an estimate of a mineral resource or mineral reserve as such terms are used in subpart 1300 of Regulation S-K. ​ Internal Controls ​ In our exploration and mineral resource and reserve estimation efforts, we utilize a certified American National Standards Institute third-party laboratory, which has in-house quality control and assurance procedures.
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Preliminary findings indicate significant concentrations of a number of rare earth elements and critical minerals which include heavy magnetic rare earth elements, like terbium and dysprosium, and critical minerals, like gallium, germanium and scandium. ​ Additional drilling and sampling has occurred since the issuance of the September 2025 TRS.
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Weir has reviewed the three completed holes and determined that the new assays are in-line with the results of the TRS.
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Once all sampling and analysis is complete, a detailed assessment will be completed to incorporate the latest exploration information into the model. ​ The gross investment in the Brook Mine property was $12 million as of December 31, 2025. ​ The Brook Mine initially produced representative ore material to serve as feedstock for testing, with the goal of demonstrating the viability of processing rare earth elements and critical minerals at a full-scale commercial facility and ultimately establishing mineral reserves and resources.
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Subject to the results of such testing, the Brook Mine is expected to produce a mix of refined rare earth element and critical mineral products, as well as sub-bituminous thermal coal for domestic consumption. ​ We are unaware of any significant encumbrances to the Brook Mine. ​ Other Properties ​ Refer to the discussion of our RAM Mine under Item 1.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIn the opinion of our management, there are no pending litigation, disputes or claims against us which, if decided adversely, will have a material adverse effect on our financial condition, cash flows or results of operations. For a description of our legal proceedings, see “Commitments and Contingencies,” Note 10 to the Notes to Consolidated Financial Statements.
Biggest changeIn the opinion of our management, there are no pending litigation, disputes or claims against us which, if decided adversely, will have a material adverse effect on our financial condition, cash flows or results of operations. For a description of our legal proceedings, see Note 9—Commitments and Contingencies in Item 8, Part II.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Annual Report. 75 Table of Contents PART II
Biggest changeItem 4. Mine Safety Disclosures The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Annual Report. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe number of Class B common shares and units is determined based on the closing price of Class B stock on the record date for each non-cash dividend declared. Dividends to holders of Class A common stock were declared in the total amount of approximately $0.55 per share during 2024 ($0.1375 per quarter).
Biggest changeClass A holders received 0.015537 of one share of Class B common stock for each share of Class A common stock held on the record date which was determined by dividing $0.1375 by the February 28, 2025 Class B closing price of $8.85.
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 without shareholder approval. 76 Table of Contents Equity Compensation Plans . The Company does not have any non-stockholder approved equity compensation plans. Stock Repurchases .
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 without shareholder approval. 82 Table of Contents Equity Compensation Plans . The Company does not have any non-stockholder approved equity compensation plans. Stock Repurchases .
The Company anticipates distributing quarterly dividends at similar per-share amounts in the future; however, it is currently unknown whether cash or non-cash dividends will be declared for Class A and Class B shareholders in future periods, as future declarations of dividends are subject to Board of Directors’ approval and may be adjusted as business needs or market conditions change.
The Company anticipates distributing quarterly dividends in the future; however, it is currently unknown whether cash or non-cash dividends will be declared for Class A and Class B shareholders in future periods, as future declarations of dividends are subject to Board of Directors’ approval and may be adjusted as business needs or market conditions change.
Because many of our common shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these holders of record. Dividends. The Company declared a mix of cash and non-cash dividends to its shareholders during 2024.
Because many of our common shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these holders of record. Dividends.
In addition, on March 17, 2025, the Company announced that the Board of Directors declared a dividend in the amount of $0.06875 per share of Class A common stock, which will be paid in Class B common stock on June 13, 2025 to Class A shareholders of record on May 30, 2025.
On March 17, 2025, the Company announced that the Board of Directors declared a reduced quarterly stock dividend of $0.06875 per share of Class A common stock to be payable on June 13, 2025 to shareholders of record as of May 30, 2025.
As of the close of business on February 28, 2025, there were 72 holders of record of our Class A common stock and 75 holders of record of our Class B common stock.
As of the close of business on February 25, 2026, there were 88 holders of record of our Class A common stock and 91 holders of record of our Class B common stock.
Dividends to holders of Class B common stock were declared in the total amount of approximately $0.94 per share during 2024 ($0.22 - $0.24 per quarter). All dividends declared for holders of Class B common stock were based on 20% of CORE royalty and infrastructure fees for the previous quarter.
All dividends declared for holders of Class B common stock were based on 20% of CORE royalty and infrastructure fees for the previous quarter.
Market Information. Our Class A and Class B common stock are listed on the NASDAQ Global Select Market under the symbols “METC” and “METCB,” respectively.
Market Information. Our Class A and Class B common stock are listed on the NASDAQ Global Select Market under the symbols “METC” and “METCB,” respectively. Our 8.375% Senior Notes due 2029 and 8.250% Senior Notes due 2030 are listed on the NASDAQ Global Select Market under the symbols “METCZ” and “METCI,” respectively. 81 Table of Contents Holders.
Subsequent to the date of the financial statements, the Company declared an additional quarterly cash dividend for holders of Class B common stock in February 2025, in the amount of $0.1971 per share of Class B common stock, which is payable on March 14, 2025, to shareholders of record on February 28, 2025.
On February 18, 2025, the Company announced that the Board of Directors declared a quarterly cash dividend of $0.1971 per share on the Company’s Class B common stock. The first quarter dividend was paid on March 14, 2025, to shareholders of record on February 28, 2025.
During the quarter and year ended December 31, 2024, there were no repurchases of common shares previously issued. Additional Information . Refer to Part II, Item 8, Note 9 for additional information related to stockholders’ equity matters. Item 6. [Reserved] ​
As of December 31, 2025, the Company had not repurchased any shares under the 2025 Stock Repurchase Program. ​ Additional Information . Refer to Part II, Item 8, Note 8 for additional information related to stockholders’ equity matters. Stock Performance Graph.
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Our 9.00% Senior Notes due 2026 (the Senior Notes due 2026) and 8.375% Senior Notes due 2029 (the Senior Notes due 2029) are listed on the NASDAQ Global Select Market under the symbols “METCL” and “METCZ,” respectively. Holders.
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On December 5, 2024, the Company announced that the Board of Directors declared a quarterly stock dividend of $0.1375 per share of Class A common stock to be payable on March 14, 2025 to shareholders of record as of February 28, 2025.
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The Company declared $19.1 million of total cash dividends during 2024, which includes $12.1 million to Class A shareholders, and $6.2 million to Class B shareholders and $0.8 million of forfeitable dividends subject to the vesting conditions of outstanding restricted stock units and performance stock units.
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Class A holders received 0.009228 of one share of Class B common stock for each share of Class A common stock held on the record date which was determined by dividing $0.06875 by the May 30, 2025 Class B closing price of $7.45.
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During the fourth quarter of 2024, the Company declared $12.7 million of non-cash dividends to Class A shareholders, totaling $12.0 million of Class B common shares and $0.7 million of Class B forfeitable dividend equivalent units.
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On May 12, 2025, the Company announced that the Board of Directors declared a quarterly cash dividend of $0.1811 per share on the Company’s Class B common stock. The second quarter dividend was paid on June 13, 2025, to shareholders of record on May 30, 2025.
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Lastly, during the fourth quarter of 2024, the Company declared $2.2 million of non-cash dividends to Class B shareholders, which included $2.1 million of Class B common shares and $0.1 million of Class B forfeitable dividend equivalent units.
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At the July 2025 Board meeting, the decision was made to suspend the quarterly Class A stock dividend.
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The number of shares of Class B common stock to be distributed will be determined based on the closing price of Class B common stock on May 30, 2025.
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On August 22, 2025, the Company announced that the Board of Directors declared a quarterly stock dividend of $0.1918 per share on the Company’s Class B common stock to be payable on September 19, 2025 to shareholders of record on September 5, 2025.
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Class B holders received 0.011988 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 $0.1918 by the September 5, 2025 Class B closing price of $16.00.
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On November 14, 2025, the Company announced that the Board of Directors declared a quarterly stock dividend of $0.1780 per share on the Company’s Class B common stock to be payable on December 19, 2025 to shareholders of record on December 5, 2025.
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Class B holders received 0.014390 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 $0.1780 by the December 5, 2025 Class B closing price of $12.37.
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Subsequent to the date of the financial statements, 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.
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Given that this payment will occur in the form of Class B shares, Class B holders will receive a number of shares of Class B common stock for each share of Class B common stock determined by dividing $0.1489 by the closing transaction price of the Class B common stock on March 13, 2026.
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During the quarter and year ended December 31, 2025, there were no repurchases of common shares previously issued. 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”).
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Under the 2025 Stock Repurchase Program, the Company may repurchase shares through open market purchases, privately-negotiated transactions, block purchases or otherwise.
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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. As of December 31, 2025, the Company had not repurchased any shares under the 2025 Stock Repurchase Program.
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Issuer Purchases of Equity Securities ​ Period (a) Total number of shares (or units) purchased (b) Average price paid per share (or unit) (c) Total number of shares (or units) purchased as part of publicly announced plans or programs (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (1) October 1, 2025 - October 31, 2025 - $ - - - November 1, 2025 - November 30, 2025 - $ - - - December 1, 2025 - December 31, 2025 - $ - - $100,000,000 Totals - $ - - ​ ​ (1) The Board of Directors established the 2025 Stock Repurchase Program in December 2025.
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The following graphs set forth the cumulative total shareholder return on an annual basis to shareholders of our Class A and Class B common stock, as well as the corresponding returns on the Russell 2000 Index and our 2025 peer group companies.
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The graphs track the performance of a $100 investment in the Company’s Class A common stock on December 31, 2020, in the Company’s Class B common stock on June 22, 2023, and in each of the indexes (with the reinvestment of all dividends) on the dates indicated, and held through December 83 Table of Contents 31, 2025.
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The custom peer group of companies is comprised of the following companies: Alliance Resource Partners, L.P., Alpha Metallurgical Resources, Inc., Compass Minerals International, Inc., Core Natural Resources, Inc., Coronado Global Resources, Inc., Hallador Energy Company, Peabody Energy Corporation, Ring Energy, Inc., SunCoke Energy, Inc., Talos Energy, Inc., and Warrior Met Coal, Inc.
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Stockholder returns over the indicated period are based on historical data and should not be considered indicative of future stockholder returns. Class A Common Stock: 84 Table of Contents Class B Common Stock: Item 6. [Reserved] ​

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeSeparate financial statements for CORE have not been included as exhibits to this filing since CORE’s financial performance and dividends will be evaluated based on non-cost-bearing revenue streams, at least initially, and other potential forms of passive income rather than reduced by allocated costs and expenses. ​ All cash dividends declared to date for Class B common stock were based on 20% of CORE royalty and infrastructure fees for the previous quarter. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ Three months ended December 31, ​ Year ended December 31, ​ Three months ended December 31, (In thousands) ​ 2024 ​ 2024 ​ 2023 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Royalties ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Royalties ​ $ 14,883 ​ $ 3,201 ​ $ 10,314 ​ $ 4,012 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure Fees ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preparation Plants (Processing at $5.00/ton) ​ $ 17,075 ​ $ 4,032 ​ $ 12,386 ​ $ 4,432 Rail Load-outs (Loading at $2.50/ton) ​ ​ 8,049 ​ ​ 2,176 ​ ​ 6,126 ​ ​ 2,198 Total Infrastructure Fees (at $7.50/ton) ​ $ 25,124 ​ $ 6,208 ​ $ 18,512 ​ $ 6,630 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CORE Royalty and Infrastructure Fees ​ $ 40,007 ​ $ 9,409 ​ $ 28,826 ​ $ 10,642 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Cash Available for Dividend for Class B Common Stock ​ $ 40,007 ​ $ 9,409 ​ $ 28,826 ​ $ 10,642 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 20% of Cash Available for Dividend for Class B Common Stock ​ $ 8,001 ​ $ 1,882 ​ $ 5,765 ​ $ 2,128 ​ Refer to Part II, Item 8, Note 16 for information regarding dividends declared subsequent to the date of the financial statements. ​ The Company anticipates distributing quarterly dividends at similar per-share amounts in the future; however, it is not known at this time whether the Company will declare additional non-cash and/or stock dividends to Class A and Class B shareholders in future periods.
Biggest changeSeparate financial statements for CORE have not been included as exhibits to this filing since CORE’s financial performance and dividends will be evaluated based on non-cost-bearing revenue streams, at least initially, and other potential forms of passive income rather than reduced by allocated costs and expenses. ​ All dividends declared to date for Class B common stock were based on 20% of CORE royalty and infrastructure fees for the previous quarter. ​ 95 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended December 31, ​ Year ended December 31, ​ ​ ​ (In thousands) ​ 2025 ​ 2024 ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Royalties ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ramaco Coal ​ $ 2,217 ​ $ 2,569 ​ $ 9,980 ​ $ 10,817 ​ Amonate Assets ​ ​ 812 ​ ​ 625 ​ ​ 2,936 ​ ​ 4,023 ​ Other ​ ​ — ​ ​ 7 ​ ​ 12 ​ ​ 43 ​ Total Royalties ​ $ 3,029 ​ $ 3,201 ​ $ 12,928 ​ $ 14,883 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure Fees ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preparation Plants (Processing at $5.00/ton) ​ $ 3,427 ​ $ 4,032 ​ $ 16,492 ​ $ 17,075 ​ Rail Load-outs (Loading at $2.50/ton) ​ ​ 1,730 ​ ​ 2,176 ​ ​ 7,985 ​ ​ 8,049 ​ Total Infrastructure Fees (at $7.50/ton) ​ $ 5,157 ​ $ 6,208 ​ $ 24,477 ​ $ 25,124 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CORE Royalty and Infrastructure Fees ​ $ 8,186 ​ $ 9,409 ​ $ 37,405 ​ $ 40,007 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Cash Available for Dividend for Class B Common Stock ​ $ 8,186 ​ $ 9,409 ​ $ 37,405 ​ $ 40,007 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 20% of Cash Available for Dividend for Class B Common Stock ​ $ 1,637 ​ $ 1,882 ​ $ 7,481 ​ $ 8,001 ​ ​ Refer to Part II, Item 8, Note 15 for information regarding dividends declared subsequent to the date of the financial statements. ​ The Company anticipates declaring similar dividends on a quarterly basis in future periods; however, future declarations of dividends are subject to Board of Directors’ approval and may be adjusted as business needs or market conditions change. ​ Restricted cash balances at December 31, 2025 and December 31, 2024 were both $0.8 million and consisted of funds held in escrow for potential future workers’ compensation claims.
Non-GAAP Financial Measures Adjusted EBITDA. Adjusted EBITDA is used as a supplemental non-GAAP financial measure by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We believe Adjusted EBITDA is useful because it allows us to more effectively evaluate our operating performance.
Adjusted EBITDA is used as a supplemental non-GAAP financial measure by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We believe Adjusted EBITDA is useful because it allows us to more effectively evaluate our operating performance.
Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, which is generally at the mine level or at the mining complex level for mines that share infrastructure and/or developed access.
Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, which are generally at the mine level or at the mining complex level for mines that share infrastructure and/or developed access.
The financial performance of CORE assets consists of the following non-cost-bearing revenue streams based on the Company’s current expectations: 83 Table of Contents ● 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 rare earth elements, critical minerals, and advanced carbon products initiatives. ​ Dividends paid on the tracking stock allow the Company to return to Class B common stockholders a portion of the savings from royalties and infrastructure usage fees resulting from the acquisition of Ramaco Coal.
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 rare earth elements, critical minerals, and advanced carbon products initiatives. ​ Dividends paid on the tracking stock allow the Company to return to Class B common stockholders a portion of the savings from royalties and infrastructure usage fees resulting from the acquisition of Ramaco Coal.
For 2025, overall steel demand will likely remain weak in the near term; however, supply cuts may occur for higher cost operations absent a significant upward movement in pricing.
Overall steel demand will likely remain weak in the near term; however, supply cuts may occur for higher cost operations absent a significant upward movement in pricing.
The Company had no valuation allowance at December 31, 2024. Actual income taxes could vary from the estimates and judgments above due to future changes in income tax law, significant changes in the jurisdictions in which we operate, our ability to generate sufficient future taxable income, or unpredicted results from the final determination of each year’s liability by taxing authorities.
The Company had no valuation allowance at December 31, 2025. Actual income taxes could vary from the estimates and judgments above due to future changes in income tax law, significant changes in the jurisdictions in which we operate, our ability to generate sufficient future taxable income, or unpredicted results from the final determination of each year’s liability by taxing authorities.
Our determination of whether or not a tax position has met the recognition threshold depends on the facts, circumstances, and information available at the reporting date. We provide for deferred income taxes for temporary differences arising from differences between the financial statement and tax basis of assets and liabilities existing at each balance sheet date using enacted tax rates.
Our determination of whether or not a tax position has met the recognition threshold depends on the facts, circumstances, and information available at the reporting date. 101 Table of Contents We provide for deferred income taxes for temporary differences arising from differences between the financial statement and tax basis of assets and liabilities existing at each balance sheet date using enacted tax rates.
Blast furnace steelmaking is more prevalent outside the U.S. compared to domestic steel production, which creates demand for exports of metallurgical coal, including demand growth in Asia Pacific. Global metallurgical coal markets softened in 2024 due to constrained economic growth in some regions of the world and continued conflict overseas.
Blast furnace steelmaking is more prevalent outside the U.S. compared to domestic steel production, which creates demand for exports of metallurgical coal, including demand growth in Asia Pacific. Global metallurgical coal markets softened in 2024 and continued to do so in 2025 due to constrained economic growth in some regions of the world and continued conflict overseas.
Estimating the ARO requires management to make estimates and judgments regarding timing and existence of a liability, as well as what constitutes adequate restoration. Inherent in the fair value calculation are numerous assumptions and judgments including the ultimate costs, inflation factors, credit-adjusted discount rates, and the timing of the related cash flows.
Estimating the ARO requires management to make estimates and judgments regarding timing and existence of a liability, as well as what constitutes adequate restoration. Inherent in the fair value calculation are numerous assumptions 100 Table of Contents and judgments including the ultimate costs, inflation factors, credit-adjusted discount rates, and the timing of the related cash flows.
Liabilities related to these arrangements are not reflected in consolidated balance sheets, and we do not expect any material adverse effects on our financial condition, results of operations, or 87 Table of Contents cash flows to result from these arrangements. We primarily use surety bonds to secure our financial obligations related to reclamation and other matters.
Liabilities related to these arrangements are not reflected in Consolidated Balance Sheets, and we do not expect any material adverse effects on our financial condition, results of operations, or cash flows to result from these arrangements. We primarily use surety bonds to secure our financial obligations related to reclamation and other matters.
These estimates are subject to uncertainty due to a variety of factors, including limited Ramaco-specific claim volume, developments regarding medicine and treatment, and future cost trends. As a result, volatility in future estimates may occur and actual costs 88 Table of Contents could differ significantly from the estimated amounts.
These estimates are subject to uncertainty due to a variety of factors, including limited Ramaco-specific claim volume, developments regarding medicine and treatment, and future cost trends. As a result, volatility in future estimates may occur and actual costs could differ significantly from the estimated amounts.
As of the date of this Annual Report, we expect to fund our capital and liquidity requirements for the next twelve months and the reasonably foreseeable future with cash on hand, borrowings under the Revolving Credit Facility, and projected cash flows from operations.
As of the date of this Annual Report, we expect to fund our capital and liquidity requirements for the next twelve months and the reasonably foreseeable future with cash on hand, borrowings under the 98 Table of Contents Revolving Credit Facility, and projected cash flows from operations.
The amended facility provides the Company with additional flexibility to pursue further growth in production while meeting normal operating 85 Table of Contents requirements. The terms of the amended facility also require the Company to maintain certain covenants, including fixed charge coverage ratio and compensating balance requirements.
The amended facility provides the Company with additional flexibility to pursue further growth in production while meeting normal operating requirements. The terms of the amended facility also require the Company to maintain certain covenants, including fixed charge coverage ratio and compensating balance requirements.
As stated above, we had entered into forward sales contracts with certain North American customers at an average fixed price of $152 per ton, excluding freight, as of December 31, 2024. This is lower than the average fixed price of $166 per ton, excluding freight, that was obtained during the previous contracting season for North America.
As stated above, we had entered into forward sales contracts with certain North American customers at an average fixed price of $142 per ton, excluding freight, as of December 31, 2025. This is lower than the average fixed price of $152 per ton, excluding freight, that was obtained during the previous contracting season for North America.
Non-GAAP cash cost per ton sold (FOB mine) is calculated as cash cost of sales less transportation costs, alternative mineral development costs, and idle and other costs, divided by tons sold.
Non-GAAP cash cost per ton sold (FOB mine) is calculated as cash cost of sales less transportation, idle, and other costs, divided by tons sold.
Year Ended December 31, 2023 compared to Year Ended December 31, 2022 Please see Part I, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2023 Annual Report on Form 10-K for a discussion of the results of operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022.
Please see Part I, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2024 Annual Report on Form 10-K for a discussion of the Company’s cash flows for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
The Company expects to satisfy approximately 98% of these commitments in 2025 and the remainder in 2026. Sales commitments of another 0.5 million tons were obtained subsequent to December 31, 2024. The annual contracting season with North American steel producers generally occurs in late-summer through the fall.
The Company expects to satisfy approximately 97% of these commitments in 2026 and the remainder in 2027. Sales commitments of another 0.8 million tons were obtained subsequent to December 31, 2025. The annual contracting season with North American steel producers generally occurs in late-summer through the fall.
In addition to the debts discussed above, the Company finances the payment of premiums associated with various insurance policies. The Company’s liability at December 31, 2024 was $4.3 million, which must be repaid in 2025. The Company also has various finance leases for mining equipment, which generally include terms from three to five years.
In addition to the debts discussed above, the Company finances the payment of premiums associated with various insurance policies. The Company’s liability at December 31, 2025 was $4.0 million, which must be repaid in 2026. 97 Table of Contents The Company also has various finance leases for mining equipment, which generally include terms from three to five years.
Accounting for asset retirement obligations requires a number of estimates, including the amount and timing of payments to satisfy the obligation. The total liability recognized on the Company’s balance sheet for asset retirement obligations was $31.1 million at December 31, 2024.
Accounting for asset retirement obligations requires a number of estimates, including the amount and timing of payments to satisfy the obligation. The total liability recognized on the Company’s balance sheet for asset retirement obligations was $34.9 million at December 31, 2025.
Factors that could adversely impact our future liquidity and ability to carry out our capital expenditure program include the following: ● Timely delivery of our product by rail and other transportation carriers; ● Late payments of accounts receivable by our customers; ● Cost overruns in our purchases of equipment needed to complete our mine development plans; ● Delays in completion of development of our various mines, processing plants and refuse disposal facilities, which would reduce the coal we would have available to sell and our cash flow from operations; and ● Adverse changes in the metallurgical coal markets that would reduce the expected cash flow from operations. ​ If future cash flows were to become insufficient to meet our liquidity needs or capital requirements, due to changes in macroeconomic conditions or otherwise, we may reduce our expected level of capital expenditures for new mine production and/or fund a portion of our capital expenditures through the issuance of debt or equity securities, new debt arrangements, or from other sources such as asset sales.
Factors that could adversely impact our future liquidity and ability to carry out our capital expenditure program include the following: ● Project overruns related to the development of the Brook Mine, including but not limited to increased costs to extract and process rare earth elements and critical minerals into oxides and other products ● Timely delivery of our product by rail and other transportation carriers; ● Late payments of accounts receivable by our customers; ● Cost overruns in our purchases of equipment needed to complete our mine development plans; ● Delays in completion of development of our various mines, processing plants and refuse disposal facilities, which would reduce the coal we would have available to sell and our cash flow from operations; and ● Adverse changes in the metallurgical coal markets that would reduce the expected cash flow from operations. ​ If future cash flows were to become insufficient to meet our liquidity needs or capital requirements, due to changes in macroeconomic conditions or otherwise, we may reduce our expected level of capital expenditures for new mine production and/or fund a portion of our capital expenditures through the issuance of debt or equity securities, new debt arrangements, or from other sources such as asset sales.
The Company recognized a $0.5 million actuarial gain in the fourth quarter of 2024 due in part to a 0.6% increase in the discount rate assumption. Impairment of Long-lived Assets. We review our held-and-used long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.
The Company recognized a $0.2 million actuarial loss in the fourth quarter of 2025 due in part to a 0.3% decrease in the discount rate assumption. Impairment of Long-lived Assets. We review our held-and-used long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.
The Company’s total current assets were $167.6 million and were in excess of total current liabilities by $45.2 million as of the balance sheet date.
The Company’s total current assets were $597.6 million and were in excess of total current liabilities by $488.1 million as of the balance sheet date.
Borrowings under the amended facility may not exceed the borrowing base as determined under the amended formula included in the agreement. At December 31, 2024, we had $33.0 million of cash and cash equivalents and $104.8 million of remaining availability under our Revolving Credit Facility for future borrowings.
Borrowings under the amended facility may not exceed the borrowing base as determined under the amended formula included in the agreement. At December 31, 2025, we had $440.3 million of cash and cash equivalents and $80.7 million of availability under our Revolving Credit Facility for future borrowings.
Other income, net was $4.4 million in 2024 compared to $18.3 million in 2023. The activity in 2024 was primarily related to the $2.2 million recovery of previously incurred demurrage and other transportation-related matters, a $1.2 million lost coal recovery claim, and an actuarial gain of $0.5 million associated with the Company’s occupational disease benefit obligation.
The net decrease in 2025 compared to 2024 is primarily driven by the $2.2 million recovery of previously incurred demurrage and other transportation-related matters in 2024, a $1.2 million lost coal recovery claim in 2024, and an actuarial gain of $0.5 million associated with the Company’s occupational disease benefit obligation in 2024 compared to a $0.2 million actuarial loss in 2025.
At December 31, 2024, we were in compliance with all debt covenants under the Revolving Credit Facility. ​ As stated earlier, our primary use of cash includes capital expenditures for mine development, infrastructure, and equipment as well as ongoing operating expenses.
At December 31, 2025, the Company was in compliance with all debt covenants under the Revolving Credit Facility. ​ As stated earlier, our primary use of cash includes our investment in the development of our rare earth elements and critical mineral platform, capital expenditures for mine development, infrastructure, and equipment as well as ongoing operating expenses.
Longer term, the Company believes that limited global investment in new coking coal production capacity, the industrialization of emerging economies, expansion of urbanization globally, and an eventual return to economic growth will support coking coal markets overall. We sold 4.0 million tons of coal during 2024 compared to 3.5 million tons during 2023.
Longer term, the Company believes that limited global investment in new coking coal production capacity, the industrialization of emerging economies, expansion of urbanization globally, and an eventual return to economic growth will support coking coal markets overall. During the year ended December 31, 2025, we sold 3.8 million tons of coal and recognized $536.6 million of revenue.
These changes could have a significant impact on our financial position. Recent Accounting Pronouncements. See Item 8 of Part II, “Financial Statements and Supplementary Data—Note 2—Summary of Significant Accounting Policies—Recent Accounting Pronouncements.” 89 Table of Contents
These changes could have a significant impact on our financial position. Recent Accounting Pronouncements. See Note 2—Summary of Significant Accounting Policies—Recent Accounting Pronouncements in Item 8, Part II.
Revenue per ton sold (FOB mine), a non-GAAP measure which excludes transportation revenues and demurrage, decreased 18% from $170 per ton for the year ended December 31, 2023 to $140 per ton for the year ended December 31, 2024. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding this measure.
Revenue per ton sold decreased 16% from $167 per ton to $140 per ton while revenue per ton sold (FOB mine), a non-GAAP measure which excludes transportation revenues and demurrage, also decreased 14% from $140 per ton to $120 per ton. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding this measure.
The amended facility has a maturity date of May 3, 2029, and provides an initial aggregate revolving commitment of $200 million as well as an accordion feature to increase the size by an additional $75 million subject to certain terms and conditions, including the lenders’ consent.
The amended 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, including lenders’ consent.
We define Adjusted EBITDA as net income plus net interest expense; stock-based compensation; depreciation, depletion, and amortization expenses; income taxes; accretion of asset retirement obligations; and, when applicable, certain non-operating items (income tax penalties and charitable contributions). A reconciliation of net income to Adjusted EBITDA is included below. Adjusted EBITDA is not intended to serve as a substitute to U.S.
We define Adjusted EBITDA as net income plus net interest expense; stock-based compensation; depreciation, depletion, and amortization expenses; income taxes; accretion of asset retirement obligations; and, when applicable, certain other non-operating and expense items that are non-recurring and not related to the underlying business performance. A reconciliation of net income to Adjusted EBITDA is included below.
Liquidity The metallurgical coal markets are volatile in nature; therefore, the Company prioritizes managing its financial position and liquidity, while managing costs and capital expenditures and returning value to its shareholders.
Total surety bonds outstanding at December 31, 2025 were approximately $36.0 million. Liquidity The metallurgical coal markets are volatile in nature; therefore, the Company prioritizes managing its financial position and liquidity, while managing costs and capital expenditures and returning value to its shareholders.
Our plan is to continue development of our existing properties and grow annual production over the next few years to approximately seven million clean tons of metallurgical coal, subject to market conditions, permitting and additional capital deployment in the medium-term. We may make acquisitions of reserves or infrastructure that continue our focus on advantaged geology and lower costs.
Our plan is to continue the development of our existing properties and grow annual production over the next few years to possibly as much as seven million clean tons of metallurgical coal annually, subject to market conditions, permitting and additional capital deployment in the medium-term.
Refer to Critical Accounting Policies and Estimates below as well as Note 5 to the Consolidated Financial Statements included in Item 8 of Part I in this Annual Report on Form 10-K for additional information. Estimated payments related to worker’s compensation and occupational disease obligations have also been excluded from the table above.
Refer to Critical Accounting Policies and Estimates below as well as Note 4—Asset Retirement Obligations in Item 8, Part II for additional information. Estimated payments related to worker’s compensation and occupational disease obligations have also been excluded from the table above. Refer to Critical Accounting Policies and Estimates below for additional information related to these obligations.
If our assumptions differ from actual experience, or if changes in the regulatory environment occur, our actual cash expenditures and costs that we incur could be materially different than currently estimated. The inflation per year assumption used in the most recent estimate was approximately 3% based on a weighting of multiple indices. Occupational Disease (Pneumoconiosis) Obligations .
If our assumptions differ from actual experience, or if changes in the regulatory environment occur, our actual cash expenditures and costs that we incur could be materially different than currently estimated. Occupational Disease (Pneumoconiosis) Obligations .
The metallurgical coal markets are volatile in nature; therefore, the Company prioritizes managing its financial position and liquidity, while managing costs and capital expenditures and returning value to its shareholders. In 2024, our total capital expenditures were $68.8 million, excluding capitalized interest of $1.5 million. In 2023, our capital expenditures were $82.9 million, excluding capitalized interest of $1.1 million.
Refer to Note 10—Revenues in Item 8, Part II for additional information. The metallurgical coal markets are volatile in nature; therefore, the Company prioritizes managing its financial position and liquidity, while managing costs and capital expenditures and returning value to its shareholders. In 2025, our segment capital expenditures were $60.5 million, excluding capitalized interest of $1.2 million.
GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, (In thousands) 2024 2023 2022 Reconciliation of Net Income to Adjusted EBITDA ​ ​ ​ Net income ​ $ 11,192 ​ $ 82,313 ​ $ 116,042 Depreciation, depletion, and amortization ​ 65,615 ​ 54,252 ​ 41,194 Interest expense, net ​ 6,123 ​ 8,903 ​ 6,829 Income tax expense ​ 3,728 ​ 22,350 ​ 30,153 EBITDA ​ 86,658 ​ 167,818 ​ 194,218 Stock-based compensation ​ 17,466 ​ 12,905 ​ 8,222 Other non-operating ​ ​ 203 ​ ​ — ​ ​ 1,000 Accretion of asset retirement obligation ​ 1,465 ​ 1,403 ​ 1,115 Adjusted EBITDA ​ $ 105,792 ​ $ 182,126 ​ $ 204,555 ​ 81 Table of Contents Non-GAAP revenue per ton sold.
GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, (In thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Reconciliation of Net Income to Adjusted EBITDA ​ ​ ​ ​ ​ ​ Net (loss) income ​ $ (51,446) ​ $ 11,192 ​ $ 82,313 Depreciation, depletion, and amortization ​ 68,155 ​ 65,615 ​ 54,252 Interest expense, net ​ 7,804 ​ 6,123 ​ 8,903 Income tax (benefit) expense ​ (10,694) ​ 3,728 ​ 22,350 EBITDA ​ 13,819 ​ 86,658 ​ 167,818 Stock-based compensation ​ 17,569 ​ 17,466 ​ 12,905 Other non-operating (a) ​ ​ 500 ​ ​ 203 ​ ​ — Other expense (b) ​ ​ 2,500 ​ ​ — ​ ​ — Accretion of asset retirement obligation ​ 1,667 ​ 1,465 ​ 1,403 Adjusted EBITDA ​ $ 36,055 ​ $ 105,792 ​ $ 182,126 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Represents income tax penalties and charitable contributions.
Liquidity and Capital Resources Our primary source of cash is proceeds from the sale of our coal production to customers. Our primary uses of cash include the cash costs of coal production, capital expenditures, acquisitions, royalty payments, and other operating expenditures.
Liquidity and Capital Resources Our primary source of cash is proceeds from the sale of our coal production to customers and financing activities.
No revenues have been recognized from the Company’s Wyoming initiatives. ​ 78 Table of Contents Results of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, (In thousands, except per share amounts) 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ ​ $ 666,295 ​ $ 693,524 ​ $ 565,688 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales (exclusive of items shown separately below) ​ 533,293 ​ ​ 493,793 ​ ​ 332,960 Asset retirement obligations accretion ​ 1,465 ​ ​ 1,403 ​ ​ 1,115 Depreciation, depletion, and amortization ​ ​ ​ 65,615 ​ ​ 54,252 ​ ​ 41,194 Selling, general and administrative expenses ​ ​ ​ 49,286 ​ ​ 48,831 ​ ​ 40,032 Total costs and expenses ​ ​ ​ 649,659 ​ ​ 598,279 ​ ​ 415,301 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income ​ 16,636 ​ ​ 95,245 ​ ​ 150,387 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense), net ​ ​ ​ 4,407 ​ ​ 18,321 ​ ​ 2,637 Interest expense, net ​ ​ ​ (6,123) ​ ​ (8,903) ​ ​ (6,829) Income before tax ​ ​ ​ 14,920 ​ ​ 104,663 ​ ​ 146,195 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense ​ 3,728 ​ ​ 22,350 ​ ​ 30,153 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ ​ $ 11,192 ​ $ 82,313 ​ $ 116,042 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per common share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic - Single class (through 6/20/2023) ​ ​ $ — ​ $ 0.71 ​ $ 2.63 Basic - Class A ​ ​ $ 0.11 ​ $ 1.06 ​ $ — Total ​ ​ $ 0.11 ​ $ 1.77 ​ $ 2.63 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic - Class B ​ ​ $ 0.50 ​ $ 0.42 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted - Single class (through 6/20/23) ​ ​ $ — ​ $ 0.70 ​ $ 2.60 Diluted - Class A ​ ​ $ 0.11 ​ $ 1.03 ​ $ — Total ​ ​ $ 0.11 ​ $ 1.73 ​ $ 2.60 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted - Class B ​ ​ $ 0.47 ​ $ 0.40 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA ​ ​ $ 105,792 ​ $ 182,126 ​ $ 204,555 ​ Net income and Adjusted EBITDA were lower in 2024 compared to 2023, despite the increase in sales volume, due to the decrease in metallurgical coal price indices.
Overview Consolidated Results of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, (In thousands, except per share amounts) ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ ​ $ 536,618 ​ $ 666,295 ​ $ 693,524 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales (exclusive of items shown separately below) ​ 453,389 ​ ​ 533,293 ​ ​ 493,793 Asset retirement obligations accretion ​ 1,667 ​ ​ 1,465 ​ ​ 1,403 Depreciation, depletion, and amortization ​ ​ ​ 68,155 ​ ​ 65,615 ​ ​ 54,252 Selling, general and administrative expenses ​ ​ ​ 69,363 ​ ​ 49,286 ​ ​ 48,831 Total costs and expenses ​ ​ ​ 592,574 ​ ​ 649,659 ​ ​ 598,279 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating (loss) income ​ (55,956) ​ ​ 16,636 ​ ​ 95,245 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense), net ​ ​ ​ 1,620 ​ ​ 4,407 ​ ​ 18,321 Interest expense, net ​ ​ ​ (7,804) ​ ​ (6,123) ​ ​ (8,903) Income (loss) before tax ​ ​ ​ (62,140) ​ ​ 14,920 ​ ​ 104,663 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax (benefit) expense ​ (10,694) ​ ​ 3,728 ​ ​ 22,350 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income ​ ​ $ (51,446) ​ $ 11,192 ​ $ 82,313 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings (loss) per common share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic - Single class (through 6/20/2023) ​ ​ $ — ​ $ — ​ $ 0.71 Basic - Class A ​ ​ $ (0.99) ​ $ 0.11 ​ $ 1.06 Total ​ ​ $ (0.99) ​ $ 0.11 ​ $ 1.77 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic - Class B ​ ​ $ (0.43) ​ $ 0.50 ​ $ 0.42 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted - Single class (through 6/20/2023) ​ ​ $ — ​ $ — ​ $ 0.70 Diluted - Class A ​ ​ $ (0.99) ​ $ 0.11 ​ $ 1.03 Total ​ ​ $ (0.99) ​ $ 0.11 ​ $ 1.73 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted - Class B ​ ​ $ (0.43) ​ $ 0.47 ​ $ 0.40 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA* ​ ​ $ 36,055 ​ $ 105,792 ​ $ 182,126 ​ 89 Table of Contents Net income and Adjusted EBITDA were negatively impacted by the softening of global metallurgical coal markets and the decrease in metallurgical coal price indices.
We include amounts billed by us for transportation to our customers within revenue and transportation costs incurred within cost of sales. 79 Table of Contents For the year ended December 31, 2024, we had revenue of $666.3 million from the sale of 4.0 million tons of coal.
We include amounts billed by us for transportation to our customers within revenue and transportation costs incurred within cost of sales. Year Ended December 31, 2025 compared to Year Ended December 31, 2024 Revenue.
On September 1, 2023, the Company filed a shelf registration statement to sell any combination of Class A common stock, Class B common stock, preferred stock, depositary shares, debt securities, warrants, and rights at an aggregate initial offering price of up to $400.0 million, which was declared effective on September 29, 2023.
On August 5, 2025, the Company filed an automatic shelf registration statement, which was effective upon filing, to sell any combination of Class A common stock, Class B common stock, preferred stock, depositary shares, debt securities, warrants, and rights.
The overall outlook of the metallurgical coal business is dependent on a variety of factors such as pricing, regulatory uncertainties, and global economic conditions. Coal consumption and production in the U.S. are driven by several market dynamics and trends including the U.S. and global economies, the U.S. dollar’s strength relative to other currencies and accelerating production cuts.
Coal consumption and production in the U.S. are driven by several market dynamics and trends including the U.S. and global economies, the U.S. dollar’s strength relative to other currencies and accelerating production cuts.
The Company began paying cash dividends on Class B common stock during the third quarter of 2023 shortly after the initial distribution discussed below. ​ On June 21, 2023, the Company distributed Class B common stock, a tracking stock, to provide existing holders of the Company’s common stock 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.
In addition, the Company completed a common stock offering during 2025 resulting in $189.0 million in cash inflows during the period and paid approximately $20.3 million less cash dividends in 2025 compared to 2024. ​ On June 21, 2023, the Company distributed Class B common stock, a tracking stock, to provide existing holders of the Company’s common stock 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.
Non-GAAP revenue per ton sold (FOB mine) is calculated as coal sales revenue less transportation revenues and demurrage, divided by tons sold.
(b) Represents non-recurring expenses incurred in connection with the structuring of a strategic critical minerals terminal. ​ Non-GAAP revenue per ton sold. Non-GAAP revenue per ton sold (FOB mine) is calculated as coal sales revenue less transportation revenues and demurrage, divided by tons sold.
GAAP. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, (In thousands) ​ 2024 2023 ​ Increase (Decrease) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of Sales: ​ $ 533,293 ​ $ 493,793 ​ $ 39,500 Less: Adjustments to reconcile to Non-GAAP cash cost of sales ​ ​ ​ ​ ​ ​ ​ ​ ​ Transportation costs ​ ​ (106,241) ​ ​ (105,739) ​ ​ (502) Alternative mineral development costs ​ ​ (4,755) ​ ​ (3,849) ​ ​ (906) Idle and other costs ​ ​ (1,529) ​ ​ (3,978) ​ ​ 2,449 Non-GAAP cash cost of sales ​ $ 420,768 ​ $ 380,227 ​ $ 40,541 Tons sold ​ ​ 3,989 ​ ​ 3,455 ​ ​ 534 Non-GAAP cash cost per ton sold (FOB mine) ​ $ 105 ​ $ 110 ​ $ (5) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Refer to coal sales information for cost per ton sold (GAAP basis) calculations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 Sales Commitments As of December 31, 2024, we had entered into forward sales contracts for approximately 1.5 million tons to North American customers at an average fixed price of $152 per ton, excluding freight, 0.1 million tons to export 82 Table of Contents customers at an average fixed price of $145 per ton, excluding freight, and 1.4 million additional tons to export customers priced against various benchmark indices.
GAAP. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, (In thousands) ​ 2025 ​ ​ ​ 2024 ​ Increase (Decrease) Metallurgical Coal Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of Sales: ​ $ 453,389 ​ $ 528,538 ​ $ (75,149) Less: Adjustments to reconcile to Non-GAAP cash cost of sales ​ ​ ​ ​ ​ ​ ​ ​ ​ Transportation costs ​ ​ 75,327 ​ ​ 106,241 ​ ​ (30,914) Idle and other costs ​ ​ 3,059 ​ ​ 1,529 ​ ​ 1,530 Non-GAAP cash cost of sales ​ $ 375,003 ​ $ 420,768 ​ $ (45,765) Tons sold ​ ​ 3,834 ​ ​ 3,989 ​ ​ (155) Non-GAAP cash cost per ton sold (FOB mine) ​ $ 98 ​ $ 105 ​ $ (7) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Refer to coal sales information for cost per ton sold (GAAP basis) calculations. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 Sales Commitments As of December 31, 2025, we had entered into forward sales contracts for approximately 1.1 million tons to North American customers at an average fixed price of $142 per ton, excluding freight, and 1.2 million additional tons to export customers priced against various benchmark indices.
The terms of the facility also require the Company to maintain certain covenants, including fixed charge coverage ratio and compensating balance requirements. A fixed charge coverage ratio of not less than 1.10:1.00, calculated as of the last day of each fiscal quarter, must be maintained by the Company.
The terms of the facility also require the Company to maintain certain covenants, including a fixed charge coverage ratio and compensating balance requirements.
Cash flow information is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, (In thousands) 2024 2023 2022 Consolidated statement of cash flow data: ​ ​ ​ Cash flows provided by operating activities ​ $ 112,665 ​ $ 161,036 ​ $ 187,870 Cash flows used for investing activities ​ (70,835) ​ (72,211) ​ (145,708) Cash flows used for financing activities ​ (50,788) ​ (82,517) ​ (28,495) Net change in cash and cash equivalents and restricted cash ​ $ (8,958) ​ $ 6,308 ​ $ 13,667 ​ Cash flows provided by operating activities during 2024 decreased $48.4 million versus the prior year driven by lower cash earnings.
Our primary uses of cash include the investment in the development of our rare earth elements and critical mineral platform, cash costs of coal production, capital expenditures, acquisitions, royalty payments, and other operating expenditures. 94 Table of Contents Cash flow information is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, (In thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Consolidated statement of cash flow data: ​ ​ ​ ​ ​ ​ Cash flows from operating activities ​ $ 1,969 ​ $ 112,665 ​ $ 161,036 Cash flows used in investing activities ​ (83,665) ​ (70,835) ​ (72,211) Cash flows from (used in) financing activities ​ 489,041 ​ (50,788) ​ (82,517) Net change in cash and cash equivalents and restricted cash ​ $ 407,345 ​ $ (8,958) ​ $ 6,308 ​ Cash flows provided by operating activities during 2025 decreased $110.7 million versus the prior year driven by lower cash earnings.
Contractual Obligations The following table summarizes our significant contractual obligations at December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments due by period ​ ​ ​ 2 – 3 4 – 5 More than 5 (In thousands) ​ Total 1 year years years years Minimum coal lease and royalty obligations ​ $ 29,126 ​ $ 3,408 ​ $ 6,712 ​ $ 6,616 ​ $ 12,390 Debt, excluding interest ​ ​ 92,416 ​ ​ 359 ​ ​ 34,557 ​ ​ 57,500 ​ ​ — Insurance financing ​ ​ 4,302 ​ ​ 4,302 ​ ​ — ​ ​ — ​ ​ — Leases ​ ​ 16,430 ​ ​ 7,129 ​ ​ 8,270 ​ ​ 1,000 ​ ​ 31 Take-or-pay obligations ​ 16,135 ​ 5,041 ​ 9,933 ​ 1,161 ​ — Total ​ $ 158,409 ​ $ 20,239 ​ $ 59,472 ​ $ 66,277 ​ $ 12,421 ​ Minimum royalties represent the contractual minimum amounts to be paid monthly, quarterly or annually for the right to access mineral properties and mine certain reserves and resources.
Contractual Obligations The following table summarizes our significant contractual obligations at December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments due by period ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 – 3 ​ ​ ​ 4 – 5 ​ ​ ​ More than 5 (In thousands) ​ Total 1 year years years years Minimum coal lease and royalty obligations ​ $ 31,873 ​ $ 3,711 ​ $ 7,422 ​ $ 7,422 ​ $ 13,318 Debt, excluding interest ​ ​ 467,556 ​ ​ 56 ​ ​ — ​ ​ 122,500 ​ ​ 345,000 Insurance financing ​ ​ 4,042 ​ ​ 4,042 ​ ​ — ​ ​ — ​ ​ — Leases ​ ​ 20,396 ​ ​ 8,146 ​ ​ 9,517 ​ ​ 2,733 ​ ​ — Take-or-pay obligations ​ 12,318 ​ 6,292 ​ 6,026 ​ — ​ — Total ​ $ 536,186 ​ $ 22,247 ​ $ 22,965 ​ $ 132,655 ​ $ 358,318 ​ 99 Table of Contents Minimum royalties represent the contractual minimum amounts to be paid monthly, quarterly or annually for the right to access mineral properties and mine certain reserves and resources.
The Company’s total liability for finance leases at December 31, 2024 was $13.7 million, which includes $6.2 million due in 2025 and $7.5 million due thereafter. Refer to Notes 7 and 8 to the Consolidated Financial Statements included in Item 8 of Part I in this Annual Report on Form 10-K for additional information on indebtedness and leases.
The Company’s total lease liability minimums for finance leases at December 31, 2025 was $19.1 million, which includes $7.7 million due in 2026 and $11.4 million due thereafter. Refer to Note 6—Debt and Note 7—Leases in Item 8, Part II for additional information on indebtedness and leases.
On May 3, 2024, the Company entered into the First Amendment Agreement to the Second Amended and Restated Credit and Security Agreement in order to, among other things, extend the maturity date and increase the size of its existing Revolving Credit Facility.
On December 30, 2025, the Company entered into a Third Amended and Restated Credit and Security Agreement, which includes KeyBank National Association and multiple lending parties, in order to, among other things, extend the maturity date and increase the size of the facility.
Indebtedness At December 31, 2024, we had $92.4 million of outstanding debts, or $88.6 million net of unamortized issuance costs. Our indebtedness was comprised of $92.0 million of senior note debt ($88.1 million net of unamortized discounts and issuance costs) and $0.4 million of various equipment loans. Of these amounts, $0.4 million is contractually due in 2025.
Our indebtedness was comprised of $122.5 million of senior note debt ($116.6 million net of unamortized discounts and issuance costs), $345.0 million of convertible senior note debt ($334.8 million net of unamortized discounts and issuance costs), and less than $0.1 million debt related to various equipment loans. Of these amounts, less than $0.1 million is contractually due in 2026.
Refer to Non-GAAP Financial Measures below for an explanation of the Company’s calculation of Adjusted EBITDA. Year Ended December 31, 2024 compared to Year Ended December 31, 2023 Our revenue includes sales to customers of Company-produced coal as well as smaller amounts of coal purchased from third parties.
See Note 14—Segment Reporting in Item 8, Part II for additional information on the calculation of Segment Adjusted EBITDA. Refer to Non-GAAP Financial Measures below for an explanation of the Company’s calculation of Segment Adjusted EBITDA. ​ ​ Our revenue includes sales of Company-produced coal and coal purchased from third parties.
GAAP. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, (In thousands) ​ 2024 2023 ​ Increase (Decrease) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ 666,295 ​ $ 693,524 ​ $ (27,229) Less: Adjustments to reconcile to Non-GAAP revenue (FOB mine) ​ ​ ​ ​ ​ ​ ​ ​ ​ Transportation ​ ​ (107,031) ​ ​ (104,897) ​ ​ (2,134) Non-GAAP revenue (FOB mine) ​ $ 559,264 ​ $ 588,627 ​ $ (29,363) Tons sold ​ ​ 3,989 ​ ​ 3,455 ​ ​ 534 Non-GAAP revenue per ton sold (FOB mine) ​ $ 140 ​ $ 170 ​ $ (30) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Refer to coal sales information for revenue per ton sold (GAAP basis) calculations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-GAAP cash cost per ton sold.
GAAP. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, (In thousands) ​ 2025 ​ ​ ​ 2024 ​ Increase (Decrease) Metallurgical Coal Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ 536,618 ​ $ 666,295 ​ $ (129,677) Less: Adjustments to reconcile to Non-GAAP revenue (FOB mine) ​ ​ ​ ​ ​ ​ ​ ​ ​ Transportation ​ ​ 75,070 ​ ​ 107,031 ​ ​ (31,961) Non-GAAP revenue (FOB mine) ​ $ 461,548 ​ $ 559,264 ​ $ (97,716) Tons sold ​ ​ 3,834 ​ ​ 3,989 ​ ​ (155) Non-GAAP revenue per ton sold (FOB mine) ​ $ 120 ​ $ 140 ​ $ (20) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Refer to coal sales information for revenue per ton sold (GAAP basis) calculations. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 93 Table of Contents Non-GAAP cash cost per ton sold.
Refer also to Note 6 to the Consolidated Financial Statements included in Item 8 of Part I in this Annual Report on Form 10-K for additional information related to accrued expenses and other liabilities. ​ Off-Balance Sheet Arrangements In the normal course of business, we are a party to certain off-balance sheet arrangements, such as bank letters of credit and performance or surety bonds.
In the normal course of business, we are a party to certain off-balance sheet arrangements, such as bank letters of credit and performance or surety bonds.
The decrease in capital expenditures was due to the Company’s continued progress related to strategic growth projects and, therefore, the need for less growth capital expenditures. The $11.2 million of insurance proceeds received during 2023 related to property, plant, and equipment claims from the 2022 Berwind ignition event and 2018 silo failure.
The decrease in capital expenditures was due to the Company’s continued progress related to strategic growth projects and, therefore, the need for less growth capital expenditures.
Net cash used for investing activities during 2024 decreased slightly by $1.4 million versus the prior year primarily due to lower capital expenditures of $14.1 million offset partially by $11.2 million of insurance proceeds received in 2023 related to previous investments.
Net cash used for investing activities during 2025 increased by $12.8 million versus the prior year primarily due to land and mineral acquisitions of approximately $18.5 million in 2025, offset by $4.5 million lower capital expenditures in 2025 compared to 2024.
The decrease in 2024 was due largely due to the substantial progress made by the Company in achieving its initiatives to grow production.
Capital Requirements During 2025 we spent $64.3 million for capital additions, net of grant proceeds of $0.2 million, compared to $68.8 million during 2024. The decrease in 2025 was due largely due to the substantial progress made by the Company in achieving its initiatives to grow production.
Cash cost per ton sold (FOB mine), a non-GAAP measure which excludes transportation costs, alternative mineral development costs, and idle mine costs, decreased 5% from $110 per ton in 2023 to $105 per ton in 2024.
Cash cost per ton sold (FOB mine), a non-GAAP measure which excludes transportation costs and idle mine costs, decreased 7% from $105 per ton 91 Table of Contents to $98 per ton. Mine costs in 2024 were impacted negatively by challenging geology and labor constraints which improved during 2025. Segment adjusted EBITDA.
Changes in operating assets and liabilities were favorable on a net basis versus the prior year, which was driven by receivables collections and was largely due to fluctuations in fourth quarter revenues for 2024, 2023, and 2022.
Changes in operating assets and liabilities were unfavorable on a net basis by approximately $39.4 million compared to the prior year, which was driven by increases to inventory in the current year.
We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law. Overview Our primary source of revenue is the sale of metallurgical coal. We are a pure-play metallurgical coal company with 66 million reserve tons and 1,352 million measured and indicated resource tons of high-quality metallurgical coal.
We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law. Overview We are a dual platform critical mineral company that is both an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia, and a developing producer of coal, rare earth and critical minerals in Wyoming.
The increase in 2024 also included $1.1 million of additional amortization of capitalized development for the Knox Creek Jawbone mine, which occurred due to the closure of the mine during 2024. Selling, general and administrative (“SG&A”) expenses . SG&A expenses were $49.3 million for 2024 compared to $48.8 million for 2023.
The increase in 2025 was due to the increases in plant and equipment and production versus 2024. Selling, general and administrative (“SG&A”) expenses . SG&A expenses were $69.4 million for 2025 compared to $49.3 million for 2024.
Inventories were $43.4 million at December 31, 2024, which were $6.2 million higher versus December 31, 2023 driven by increased production.
Inventories were $87.2 million at December 31, 2025, which were $43.8 million higher versus December 31, 2024 driven by increased production and decreased sales. Accounts payable were $41.6 million at December 31, 2025, down $7.3 million from December 31, 2024 due to variations in spending and the timing of vendor payments.
Coal sales revenue for full-year 2024 was $666.3 million, approximately 4% lower than 2023, despite the increase in tons sold, due to the negative impact of pricing. The 15% increase in tons sold occurred in both North America and export markets, with export volumes increasing by 18% and North America volumes increasing by 10%.
Coal sales for the full-year 2025 were $536.6 million, approximately 19% lower than the same period in 2024 driven by the negative impact of pricing and a 4% decrease in tons sold. The decrease in tons sold is attributable to export markets, which decreased by 6% primarily due to timing differences in shipments to foreign customers.
The proceeds, net of transaction fees and debt issuance costs, are for general corporate purposes, including funding future investments, making capital expenditures, and funding working capital.
The net proceeds were used to redeem all of the Company’s outstanding 9.00% Senior Notes Due 2026, with remaining proceeds to be used for general corporate purposes, including funding the acceleration of rare earth development, funding future investments, making capital expenditures, and funding working capital.
The Company incurred transaction-related fees of $2.3 million and third-party debt issuance costs of $0.8 million (including a small portion not yet funded at December 31, 2024). These notes mature on November 30, 2029, unless redeemed prior to maturity. The Senior Notes due 2029 bear interest at a rate of 8.375% per annum, which is payable quarterly in arrears.
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 decrease in net interest expense in 2024 was primarily due to the repayment of debt associated with the previous acquisitions of Ramaco Coal and Maben Coal. Income tax expense. We recognized income tax expense of $3.7 million and $22.4 million in 2024 and 2023, respectively.
We recognized an income tax benefit of $10.7 million compared to an expense of $3.7 million in 2025 and 2024, respectively, driven by the decrease in income before taxes.
Total surety bonds at December 31, 2024, were $32.3 million. Critical Accounting Policies and Estimates The preparation of consolidated financial statements in conformity with U.S.
Refer also to Note 5—Accrued Liabilities and Other Liabilities in Item 8, Part II for additional information. ​ Critical Accounting Policies and Estimates The preparation of consolidated financial statements in conformity with U.S.
We anticipate capital expenditures of approximately $60-70 million in 2025, which includes roughly $20 million of growth capital relating to increasing the per annum production run-rate at the Elk Creek Complex and increasing production at the Berwind mine.
We anticipate capital expenditures of approximately $85-90 million in 2026, which includes roughly $40 million of growth capital related to our commercialization efforts in Wyoming and the increase in production at our low volatile metallurgical coal complexes.
U.S. metallurgical coal price indices have fallen by roughly 32% on a year-to-date basis driven by the macroeconomic conditions discussed previously. We expect metallurgical coal prices to remain volatile in the near term. Refer to Note 2—Summary of Significant Accounting Policies—Concentrations and Note 11—Revenues in Item 8, Part II for additional information regarding sales to customers. Cost of sales.
There are no revenues from rare earth elements and critical minerals at this time. Refer to Note 2—Summary of Significant Accounting Policies—Concentrations and Note 10—Revenues in Item 8, Part II for additional information regarding sales to customers. Cost of sales.
Depreciation, depletion, and amortization expense totaled $65.6 million in 2024 compared to $54.3 million in 2023. The increase in 2024 was due to the increases in plant and equipment and production versus 2023.
ARO accretion was $1.7 million for 2025 and was 14% higher than 2024 driven by an increase in asset retirement obligations incurred during the year. Depreciation, depletion, and amortization . Depreciation, depletion, and amortization expense totaled $68.2 million in 2025 compared to $65.6 million in 2024.
The shelf registration was utilized in part for the issuance of senior note debt in the fourth quarter of 2024 as discussed above. Working Capital Accounts receivable were $73.6 million at December 31, 2024, which declined $23.3 million versus December 31, 2023 driven by the $31.8 million decrease in fourth quarter revenues year over year.
No securities may be sold until a prospectus supplement describing the method and terms of any future offering is delivered Working Capital Accounts receivable was $54.4 million at December 31, 2025, which declined $19.2 million versus December 31, 2024 driven by the $42.9 million decrease in fourth quarter revenues year over year.
Removed
North American markets made up 33% of our revenues and export markets, excluding Canada, accounted for 67% of our revenues for 77 Table of Contents both 2024 and 2023. Export sales often contain index-based pricing and, therefore, greater volatility in pricing and revenues.
Added
Our metallurgical coal development portfolio primarily includes the following properties: Elk Creek, Berwind, Knox Creek, and Maben.
Removed
The decrease in capital expenditures was due to the Company’s progress related to strategic growth projects. ​ The Company produced 3.7 million tons during 2024 compared to 3.2 million tons during 2023 as a result of the increase in capacity and completed development work.
Added
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.
Removed
The Company expects full-year production volumes in 2025 between 4.2 and 4.6 million tons with an ability to vary production dependent on market conditions. ​ While the Company normally pays cash dividends on a quarterly basis, the Company paid dividends in the fourth quarter of 2024 to both Class A and Class B shareholders in the form of Class B stock.
Added
In mid-2025, we initiated development of our rare earth element and critical mineral operations near Sheridan, Wyoming (the “Brook Mine”).
Removed
This decision was based on the Company’s goal of returning value to its shareholders while maintaining the Company’s commitment to prioritize liquidity and financial optionality as we move into 2025. ​ The Company continues to assess its potential rare earth elements and critical minerals deposit in Wyoming.
Added
The Brook Mine initially produced representative ore material to serve as feedstock for testing, with the goal of demonstrating the viability of processing rare earth elements and critical minerals at a full-scale commercial facility and ultimately establishing mineral reserves and resources.
Removed
Analysis performed to date indicates elevated levels of rare earth elements along with significant concentrations of critical minerals gallium and germanium, which were banned for export to the United States by China on December 2, 2024.
Added
Contiguous to the Brook Mine, the Company operates a carbon research facility related to the production of advanced carbon products and materials from coal. 85 Table of Contents Our reportable segments, which are primarily based on the Company’s internal organizational structure and types of controlled mineral deposits, are its two operating segments—Metallurgical Coal and Rare Earths and Critical Minerals.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeSome of the Company’s debts may be affected by changes in benchmark interest rates, such as the Secured Overnight Financing Rate (“SOFR”). Borrowings under the Company’s Revolving Credit Facility, which has a maturity date of May 3, 2029, bear interest at either a base rate plus 2.0% or the applicable SOFR plus 2.5%.
Biggest changeBorrowings under the Company’s Revolving Credit Facility, which has a maturity date of December 30, 2030 (subject to a springing maturity tied to convertible indebtedness), bear interest at either a base rate plus 2.0% or the applicable SOFR plus 2.5%.
Consequently, currency fluctuations could adversely affect the competitiveness of our coal in international markets. ​ 90 Table of Contents
Consequently, currency fluctuations could adversely affect the competitiveness of our coal in international markets. ​ 103 Table of Contents
The Company also issued new senior unsecured notes during the fourth quarter of 2024 with a face value of $57.5 million that mature on November 30, 2029, unless redeemed prior to maturity, bearing interest at a fixed rate of 8.375% per annum and paid quarterly.
The Company has senior unsecured notes with a face value of $57.5 million that mature on November 30, 2029, unless redeemed prior to maturity, bearing interest at a fixed rate of 8.375% per annum and paid quarterly.
Our sales commitments as of February 28, 2025 are as follows: ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ Volume Average Price North America, fixed priced 1.6 ​ $ 152 Seaborne, fixed priced 0.3 ​ $ 111 Total, fixed priced 1.9 ​ $ 145 Index priced 1.6 ​ ​ Total committed tons 3.5 ​ ​ ​ ​ Sales commitments of 0.5 million tons were obtained subsequent to December 31, 2024 and are included in the table above.
Our sales commitments as of February 25, 2026 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ ​ Volume ​ ​ ​ Average Price North America, fixed priced 1.1 ​ $ 142 Seaborne, fixed priced - ​ ​ ​ Total, fixed priced 1.1 ​ $ 142 Index priced 2.0 ​ ​ ​ Total committed tons 3.1 ​ ​ ​ ​ Sales commitments of 0.8 million tons were obtained subsequent to December 31, 2025 and are included in the table above.
The Company has senior unsecured notes with a face value of $34.5 million that mature on July 30, 2026, unless redeemed prior to maturity, bearing interest at a fixed rate of 9% per annum and paid quarterly.
The Company issued new senior unsecured notes during the fourth quarter of 2025 with a face value of $65.0 million that mature on July 31, 2030, unless 102 Table of Contents redeemed prior to maturity, bearing interest at a fixed rate of 8.250% per annum and paid quarterly.
Added
The Company also issued new convertible senior notes during the fourth quarter of 2025 with a face value of $345 million that mature on November 1, 2031 unless exercised, redeemed or converted prior to that date, however, these notes do not bear interest.
Added
Some of the Company’s debts may be affected by changes in benchmark interest rates, such as the Secured Overnight Financing Rate (“SOFR”).

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