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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
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Ramaco Resources, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.01 per share (Title of Class of Securities) |
75134P303 (CUSIP Number) |
Bryan H. Lawrence
Yorktown Partners LLC, 410 Park Avenue, 20th Floor
New York, NY, 10022
(212) 515-2112
Yorktown Partners LLC, 410 Park Avenue, 20th Floor
New York, NY, 10022
(212) 515-2112
Jesse E. Betts
Willkie Farr & Gallagher LLP, 2828 Routh Street
Dallas, TX, 75201
(214) 233-4537
Willkie Farr & Gallagher LLP, 2828 Routh Street
Dallas, TX, 75201
(214) 233-4537
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/23/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | 75134P303 |
| 1 |
Name of reporting person
Yorktown Energy Partners IX, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,694,564.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.81 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) The percent of class represented by the amount in Row (11) is based on 55,963,520 shares of Class A common stock, par value $0.01 per share ("Class A Common Stock") of Ramaco Resources, Inc. (the "Issuer") outstanding as of February 25, 2026, as reported in the Issuer's Form 10-K, filed with the Securities and Exchange Commission ("SEC") on February 26, 2026.
SCHEDULE 13D
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| CUSIP Number(s): | 75134P303 |
| 1 |
Name of reporting person
Yorktown IX Company LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,694,564.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.81 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) These securities are directly held by Yorktown Energy Partners IX, L.P. Yorktown IX Company LP is the sole general partner of Yorktown Energy Partners IX, L.P. As a result, Yorktown IX Company LP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners IX, L.P. Yorktown IX Company LP disclaims beneficial ownership of the securities owned by Yorktown Energy Partners IX, L.P. in excess of its pecuniary interests therein.
(2) The percent of class represented by the amount in Row (11) is based on 55,963,520 shares of Class A Common Stock of the Issuer outstanding as of February 25, 2026, as reported in the Issuer's Form 10-K, filed with the SEC on February 26, 2026.
SCHEDULE 13D
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| CUSIP Number(s): | 75134P303 |
| 1 |
Name of reporting person
Yorktown IX Associates LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,694,564.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.81 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) These securities are directly held by Yorktown Energy Partners IX, L.P. Yorktown IX Company LP is the sole general partner of Yorktown Energy Partners IX, L.P. and Yorktown IX Associates LLC is the sole general partner of Yorktown IX Company LP. As a result, Yorktown IX Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners IX, L.P. Yorktown IX Company LP and Yorktown IX Associates LLC disclaim beneficial ownership of the securities owned by Yorktown Energy Partners IX, L.P. in excess of their pecuniary interests therein.
(2) The percent of class represented by the amount in Row (11) is based on 55,963,520 shares of Class A Common Stock of the Issuer outstanding as of February 25, 2026, as reported in the Issuer's Form 10-K, filed with the SEC on February 26, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Ramaco Resources, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
250 West Main Street, Suite 1900, Lexington,
KENTUCKY
, 40507. | |
Item 1 Comment:
This Amendment No. 12 amends the Schedule 13D with respect to the shares of Class A Common Stock, of the Issuer, previously filed by Yorktown Energy Partners IX, L.P., a Delaware limited partnership, Yorktown IX Company LP, a Delaware limited partnership, and Yorktown IX Associates LLC, a Delaware limited liability company (together, the "Reporting Persons") with the SEC on February 21, 2017, as amended by Amendment No. 1 thereto filed with the SEC on October 22, 2018, as further amended by Amendment No. 2 thereto filed with the SEC on March 28, 2019, as further amended by Amendment No. 3 filed with the SEC on May 31, 2019, as further amended by Amendment No. 4 filed with the SEC on November 8, 2021, as further amended by Amendment No. 5 filed with the SEC on March 8, 2022, as further amended by Amendment No. 6 filed with the SEC on May 19, 2022, as further amended by Amendment No. 7 filed with the SEC on May 26, 2022, as further amended by Amendment No. 8 filed with the SEC on June 2, 2022, as further amended by Amendment No. 9 filed with the SEC on November 21, 202 , as further amended by Amendment No. 10 filed with the SEC on March 31, 2025, as further amended by amendment No. 11 filed with the SEC on August 8, 2025 (the "Schedule 13D"). Capitalized terms used herein without definition shall have the meanings given to such terms in the Schedule 13D. This Amendment No. 12 amends the Schedule 13D as specifically set forth herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated in its entirety by the following:
As of March 23, 2026, each of the Reporting Persons beneficially owns 2,694,564 shares of Class A Common Stock of the Issuer, representing 4.81% of the issued and outstanding shares of Class A Common Stock of the Issuer (based on 55,963,520 shares of Class A Common Stock of the Issuer outstanding as of February 25, 2026, as reported in the Issuer's Form 10-K, filed with the SEC on February 26, 2026). Each Reporting Person disclaims beneficial ownership of the reported Class A Common Stock except to the extent of such Reporting Person's pecuniary interest therein, and this statement shall not be deemed an admission that such Reporting Person is the beneficial owner of the reported Class A Common Stock for the purposes of Section 13(d) of the Exchange Act or any other purpose. | |
| (b) | Item 5(b) is hereby amended and restated in its entirety by the following:
As of March 23, 2026, Yorktown Energy Partners IX, L.P. directly owns 2,694,564 shares of Class A Common Stock of the Issuer. Yorktown IX Company LP is the sole general partner of Yorktown Energy Partners IX, L.P. Yorktown IX Associates LLC is the sole general partner of Yorktown IX Company LP. Yorktown IX Associates LLC has the sole power to cause Yorktown IX Company LP to cause Yorktown Energy Partners IX, L.P. to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners IX, L.P. | |
| (c) | Item 5(c) is hereby amended and restated in its entirety by the following:
From March 5, 2026 through March 23, 2026, Yorktown Equity Partners IX, L.P. sold 402,570 shares of Class A Common Stock of the Issuer in a series of open market sales. Except as disclosed in the table below, there have been no transactions in the shares of Class A Common Stock by the Reporting Persons in the last 60 days:
Date of Sale Number of Shares Weighted Average Price Per Share
March 5, 2026 6,637 $15.1791(1)
March 17, 2026 65,989 $14.2172(2)
March 18, 2026 65,989 $13.7665(3)
March 19, 2026 131,977 $14.4059(4)
March 20, 2026 65,989 $13.4811(5)
March 23, 2026 65,989 $13.5327(6)
1. This price is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $15.00 to $15.60, inclusive. The Reporting Persons undertake to provide to the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2), (3), (4), (5) and (6) herein.
2. This price is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $13.905 to $14.4225, inclusive.
3. This price is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $13.585 to $14.10, inclusive.
4. This price is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $12.7075 to $15.077, inclusive.
5. This price is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $13.10 to $14.0977, inclusive.
6. This price is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $13.20 to $13.85, inclusive. | |
| (e) | March 23, 2026 | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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