SEC Form 10-Q filed by Ramaco Resources Inc.

5/12/25 4:05:31 PM ET

$METCB

Coal Mining

Energy

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Ramaco Resources, Inc._March 31, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38003

RAMACO RESOURCES, INC.

(Exact name of registrant as specified in its charter)


Delaware	38-4018838
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

250 West Main Street, Suite 1900
Lexington, Kentucky	40507
(Address of principal executive offices)	(Zip code)

(859) 244-7455
(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value	METC	NASDAQ Global Select Market
Class B Common Stock, $0.01 par value	METCB	NASDAQ Global Select Market
9.00% Senior Notes due 2026	METCL	NASDAQ Global Select Market
8.375% Senior Notes due 2029	METCZ	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 30, 2025, the registrant had 44,418,301 and 10,285,469 outstanding shares of Class A and Class B common stock, respectively.

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TABLE OF CONTENTS


		Page

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29
Item 4.	Controls and Procedures	29

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32

SIGNATURES		33

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this report, regarding our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects, plans, and objectives of management are forward-looking statements. When used in this Quarterly Report, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under, but not limited to, the heading “Item 1A. Risk Factors” included in this Quarterly Report and elsewhere in the Annual Report of Ramaco Resources, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) filed with the United States Securities and Exchange Commission (the “SEC”) on March 17, 2025, as well as other filings of the Company with the SEC.

Forward-looking statements may include statements about:

●

anticipated production levels, costs, sales volumes, and revenue;

●

timing and ability to complete major capital projects;

●

economic conditions in the metallurgical coal and steel industries;

●

expected costs to develop planned and future mining operations, including the costs to construct necessary processing, refuse disposal and transport facilities;

●

estimated quantities or quality of our metallurgical coal reserves;

●

our ability to obtain additional financing on favorable terms, if required, to complete the acquisition of additional metallurgical coal reserves or to fund the operations and growth of our business;

●

maintenance, operating or other expenses or changes in the timing thereof;

●

the financial condition and liquidity of our customers;

●

competition in coal markets;

●

the price of metallurgical coal or thermal coal;

●

compliance with stringent domestic and foreign laws and regulations, including environmental, climate change and health and safety regulations, and permitting requirements, as well as changes in the regulatory environment, the adoption of new or revised laws, regulations and permitting requirements;

●

potential legal proceedings and regulatory inquiries against us;

●

the impact of weather and natural disasters on demand, production, and transportation;

●

purchases by major customers and our ability to renew sales contracts;

●

credit and performance risks associated with customers, suppliers, contract miners, co-shippers and traders, banks, and other financial counterparties;

●

geologic, equipment, permitting, site access and operational risks and new technologies related to mining;

●

transportation availability, performance, and costs;

●

availability, timing of delivery and costs of key supplies, capital equipment or commodities such as diesel fuel, steel, explosives, and tires;

●

timely review and approval of permits, permit renewals, extensions, and amendments by regulatory authorities;

●

our ability to comply with certain debt covenants;

●

tax payments to be paid for the current fiscal year;

●

our expectations relating to dividend payments and our ability to make such payments;

●

the anticipated benefits and impacts of previous acquisitions;

●

risks related to Russia’s invasion of Ukraine and the international community’s response;

●

risks related to weakened global economic conditions and inflation;

●

risks related to the Company’s tracking stock structure and separate performance of its Carbon Ore-Rare Earth (“CORE”) assets; and

●

other risks identified in this Quarterly Report that are not historical.

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We caution you that these forward-looking statements are subject to a number of risks, uncertainties, and assumptions, which are difficult to predict and many of which are beyond our control, incident to the development, production, gathering and sale of coal. Moreover, we operate in a very competitive and rapidly changing environment and additional risks may arise from time to time. It is not possible for our management to predict all of the risks associated with our business, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Although we believe that our plans, intentions, and expectations reflected in or suggested by the forward-looking statements we make in this Quarterly Report are reasonable, we can give no assurance that these plans, intentions, or expectations will be achieved or occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement and speak only as of the date of this Quarterly Report. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Ramaco Resources, Inc.

Unaudited Condensed Consolidated Balance Sheets



In thousands, except share and per share information	March 31, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	43,466	$	33,009
Accounts receivable		52,122		73,582
Inventories		56,123		43,358
Prepaid expenses and other		12,256		17,685
Total current assets		163,967		167,634
Property, plant, and equipment, net		487,872		482,019
Financing lease right-of-use assets, net		19,679		12,437
Advanced coal royalties		5,129		4,709
Other		9,088		7,887
Total Assets	$	685,735	$	674,686
Liabilities and Stockholders' Equity
Liabilities
Current liabilities
Accounts payable	$	59,496	$	48,855
Accrued liabilities		53,851		61,659
Current portion of asset retirement obligations		1,035		1,035
Current portion of long-term debt		307		359
Current portion of financing lease obligations		7,307		6,218
Insurance financing liability		2,365		4,302
Total current liabilities		124,361		122,428
Long-term asset retirement obligations		30,454		30,052
Long-term equipment loans		—		57
Long-term borrowings on revolving credit facility		16,000		—
Long-term financing lease obligations		13,203		7,517
Senior notes, net		88,356		88,135
Deferred tax liability, net		51,359		56,027
Other long-term liabilities		6,754		7,664
Total liabilities		330,487		311,880

Commitments and contingencies

Stockholders' Equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued or outstanding		—		—
Class A common stock, $0.01 par value, 225,000,000 shares authorized, 44,407,741 at March 31, 2025 and 44,263,429 at March 31, 2024 shares issued and outstanding		444		438
Class B common stock, $0.01 par value, 35,000,000 shares authorized, 10,285,469 at March 31, 2025 and 8,825,928 at March 31, 2024 shares issued and outstanding		103		95
Additional paid-in capital		306,312		292,739
Retained earnings		48,389		69,534
Total stockholders' equity		355,248		362,806
Total Liabilities and Stockholders' Equity	$	685,735	$	674,686

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Ramaco Resources, Inc.

Unaudited Condensed Consolidated Statements of Operations


	Three months ended March 31,
In thousands, except per-share amounts	2025		2024

Revenue	$	134,656	$	172,676

Costs and expenses
Cost of sales (exclusive of items shown separately below)		114,132		139,713
Asset retirement obligations accretion		402		354
Depreciation, depletion, and amortization		17,542		15,220
Selling, general, and administrative		14,602		14,114
Total costs and expenses		146,678		169,401

Operating (loss) income		(12,022)		3,275

Other income (expense), net		505		629
Interest expense, net		(2,230)		(1,332)

(Loss) Income before tax		(13,747)		2,572
Income tax (benefit) expense		(4,290)		540
Net (loss) income	$	(9,457)	$	2,032

Earnings per common share *
Basic - Class A	$	(0.19)	$	(0.00)
Basic - Class B	$	(0.20)	$	0.24

Diluted - Class A	$	(0.19)	$	(0.00)
Diluted - Class B	$	(0.20)	$	0.23

* Refer to Notes 6 and 10 for dividends and earnings per common share information

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Ramaco Resources, Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity


	Class A		Class B		Additional				Total
	Common		Common		Paid-		Retained		Stockholders'
In thousands	Stock *		Stock		in Capital		Earnings		Equity
Balance at January 1, 2025	$	438	$	95	$	292,739	$	69,534	$	362,806
Stock-based compensation		6		1		3,354		—		3,361
Shares surrendered for withholding taxes payable		—		—		(2,680)		—		(2,680)
Cash dividends and dividend equivalents declared		—		—		—		(1,854)		(1,854)
Non-cash dividends declared and distributed		—		7		12,899		(6,556)		6,350
Non-cash dividends declared but not distributed		—		—		—		(3,278)		(3,278)
Net (loss)		—		—		—		(9,457)		(9,457)
Balance at March 31, 2025		444		103		306,312		48,389		355,248

Balance at January 1, 2024	$	440	$	88	$	277,133	$	91,944	$	369,605
Stock-based compensation		4		—		4,698		—		4,702
Shares surrendered for withholding taxes payable		(1)		—		(1,869)		—		(1,870)
Cash dividends and dividend equivalents declared		—		—		—		(2,201)		(2,201)
Net income		—		—		—		2,032		2,032
Balance at March 31, 2024		443		88		279,962		91,775		372,268

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Ramaco Resources, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows


	Three months ended March 31,
In thousands	2025		2024
Cash flows from operating activities:
Net (loss) income	$	(9,457)	$	2,032
Adjustments to reconcile net income to net cash from operating activities:
Accretion of asset retirement obligations		402		354
Depreciation, depletion, and amortization		17,542		15,220
Amortization of debt issuance costs		353		207
Stock-based compensation		3,361		4,702
(Gain)/loss on disposal of equipment		—		(23)
Deferred income taxes		(4,668)		(1,928)
Changes in operating assets and liabilities:
Accounts receivable		21,460		(6,673)
Prepaid expenses and other current assets		5,429		6,462
Inventories		(12,765)		(4,117)
Other assets and liabilities		(1,253)		(494)
Accounts payable		9,809		6,301
Accrued liabilities		(4,174)		3,145
Net cash provided by operating activities		26,039		25,188

Cash flows from investing activities:
Capital expenditures		(18,473)		(18,730)
Maben preparation plant capital expenditures		(1,840)		—
Capitalized interest		(527)		(244)
Other		(1,416)		309
Net cash used for investing activities		(22,256)		(18,665)

Cash flows from financing activities:
Proceeds from borrowings		19,000		51,500
Payments of debt issuance costs (senior note debt)		(67)		—
Payment of dividends		(2,476)		(8,319)
Repayment of borrowings		(3,110)		(55,417)
Repayments of insurance financing		(1,937)		(1,799)
Repayments of equipment finance leases		(2,056)		(2,077)
Shares surrendered for withholding taxes payable		(2,680)		(1,870)
Net cash provided by (used) for financing activities		6,674		(17,982)

Net change in cash and cash equivalents and restricted cash		10,457		(11,459)
Cash and cash equivalents and restricted cash, beginning of period		33,823		42,781
Cash and cash equivalents and restricted cash, end of period	$	44,280	$	31,322

Supplemental cash flow information:
Non-cash investing and financing activities:
Leased assets obtained under new financing leases		8,831		8,790
Capital expenditures included in accounts payable and accrued liabilities		13,060		6,708
Accrued dividends and dividend equivalents payable		32		33

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Ramaco Resources, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1—BUSINESS AND BASIS OF PRESENTATION

Ramaco Resources, Inc. (the “Company,” “Ramaco,” “we,” “us” or “our,”) is a Delaware corporation formed in October 2016. Our principal corporate and executive offices are located in Lexington, Kentucky with operational offices in Charleston, West Virginia and Sheridan, Wyoming. We are an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia. We also control mineral deposits near Sheridan, Wyoming as part of the Company’s initiatives regarding the potential recovery of rare earth elements and critical minerals as well as the potential commercialization of coal-to-carbon-based products and materials.

Basis of Presentation—These interim financial statements are unaudited and have been prepared pursuant to the rules and regulations of the SEC regarding interim financial reporting. Certain disclosures have been condensed or omitted from these financial statements. Accordingly, they do not include all the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of March 31, 2025, as well as the results of operations and cash flows for all periods presented. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the condensed consolidated financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results. Intercompany balances and transactions between consolidated entities have been eliminated.

There were no material changes to the Company’s significant accounting policies during the three months ended March 31, 2025.

Recent Accounting Pronouncements—In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments in ASU 2023-09 require reporting entities to disclose annual income taxes paid, net of refunds, disaggregated by federal, state, and foreign taxes and to provide additional disaggregated information for individual jurisdictions that equal or exceed 5% of total income taxes paid, net of refunds. ASU 2023-09 also requires public business entities to disclose additional categories of information about federal, state, and foreign income taxes in their annual rate reconciliation table and provide more information about some categories if the quantitative threshold is met. The ASU will also require disclosure of amounts and percentages in the annual rate reconciliation table, rather than amounts or percentages, and will eliminate certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. ASU 2023-09 is effective starting with Ramaco’s 2025 annual financial statements and may be applied prospectively to only the income tax disclosures provided for 2025 or retrospectively by providing revised disclosures for all periods presented. Early adoption is permitted. The Company is currently evaluating the impact of the ASU; however, incremental disclosures will likely be provided on a prospective basis in the Company’s 2025 annual financial statements upon adoption.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). The amendments in ASU 2024-03 require public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory, employee compensation, and depreciation, amortization, and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective starting with the Company’s 2027 annual financial statements and on a quarterly basis thereafter. Early adoption is permitted, and the amendments may be applied

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prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the extent to which its disclosures will be affected by the ASU.

NOTE 2—INVENTORIES

Inventories consisted of the following:


(In thousands)	March 31, 2025		December 31, 2024
Raw coal	$	22,252	$	19,709
Saleable coal		28,082		17,969
Supplies		5,789		5,680
Total inventories	$	56,123	$	43,358

NOTE 3—PROPERTY, PLANT AND EQUIPMENT

Property, plant, and equipment, net consisted of the following:



(In thousands)	March 31, 2025		December 31, 2024
Plant and equipment	$	367,108	$	331,899
Mining property and mineral rights		120,532		120,532
Construction in process		12,316		31,048
Capitalized mine development costs		210,364		199,595
Less: accumulated depreciation, depletion, and amortization		(222,448)		(201,055)
Total property, plant, and equipment, net	$	487,872	$	482,019

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Depreciation, depletion, and amortization included:



	Three months ended March 31,
(In thousands)	2025		2024
Depreciation of plant and equipment	$	10,365	$	8,820
Amortization of right of use assets (finance leases)		1,892		2,493
Amortization and depletion of capitalized
mine development costs and mineral rights		5,285		3,906
Total depreciation, depletion, and amortization	$	17,542	$	15,220

NOTE 4—DEBT

Outstanding debt consisted of the following:


(In thousands)	March 31, 2025		December 31, 2024
Revolving Credit Facility	$	16,000	$	—
Equipment loans		307		416
Senior Notes, net		88,356		88,135
Total debt	$	104,663	$	88,551
Current portion of long-term debt		307		359
Total long-term debt	$	104,356	$	88,192

Revolving Credit Facility—On May 3, 2024, the Company entered into the First Amendment Agreement to the Second Amended and Restated Credit and Security Agreement, which includes KeyBank National Association (“KeyBank”) and multiple lending parties, in order to, among other things, extend the maturity date and increase the size of the facility. The amended facility (the “Revolving Credit Facility”) has a maturity date of May 3, 2029, and provides an initial aggregate revolving commitment of $200.0 million as well as an accordion feature to increase the size by an additional $75.0 million subject to certain terms and conditions, including lenders’ consent. Prior to the First Amendment Agreement, the facility had a maturity date of February 15, 2026, and an initial aggregate revolving commitment of $125.0 million as well as an accordion feature of $50.0 million.

The borrowing base of the amended facility as of March 31, 2025, was $90.9 million based on eligible accounts receivable and inventory collateral and reserve requirements. The remaining availability under the Revolving Credit Facility at March 31, 2025, after $16.0 million of outstanding borrowings, was $74.9 million.

Revolving loans under the amended facility bear interest at either the base rate plus 2.0% or the Secured Overnight Financing Rate plus 2.5%. The base rate equals the highest of the administrative agent’s prime rate, the Federal Funds Effective Rate plus 0.5%, or 3.0%. The effective interest rate for the first quarter of 2025 was 6.83%.

The terms of the Revolving Credit Facility include covenants limiting the ability of the Company to incur additional indebtedness, make investments or loans, incur liens, consummate mergers and similar fundamental changes, make restricted payments, and enter into transactions with affiliates. 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. In addition, the Company must maintain an average daily cash balance of $5.0 million, as determined on a monthly basis, in a dedicated account as well as an additional $1.5 million and $1.0 million in separate dedicated accounts to assure future credit availability. At March 31, 2025, we were in compliance with all debt covenants under the Revolving Credit Facility.

Fair Value—The Company’s Senior Notes that are due in 2026 had an estimated fair value of approximately $35.4 million and $35.6 million at March 31, 2025 and December 31, 2024, respectively. The Company’s Senior Notes that are due in 2029 had an estimated fair value of $57.2 million and $58.1 million at March 31, 2025 and December 31, 2024,

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respectively. The fair values of the Company’s Senior Notes were based on observable market prices and were considered a Level 2 measurement based on trading volumes. The difference between the fair value and carrying amount of the Company’s remaining debts is not material due to the similarity between the terms of the debt agreements and prevailing market terms available to the Company.

Current Portion of Long-term Debt—The Company’s short-term debt at March 31, 2025 was comprised of $0.3 million due under equipment loans. The Company’s short-term debt at December 31, 2024 was comprised of $0.4 million due under equipment loans with a weighted average interest rate of approximately 4.7%.

Other—Finance lease obligations and liabilities related to insurance premium financing are excluded from the disclosures above.

NOTE 5—ACCRUED LIABILITIES AND OTHER LONG-TERM LIABILITIES

Accrued liabilities at March 31, 2025 consisted of accrued payables, accrued compensation, accrued sales-related taxes, and accrued dividends of $25.7, $12.3, $5.1, and $4.1 million, respectively, and various other liabilities. Accrued liabilities at December 31, 2024 consisted of $24.6, $17.3, $5.2, and $6.7 million of accrued payables, accrued compensation, accrued sales-related taxes, and accrued dividends, respectively, and various other liabilities. The year-to-date decrease in Accrued liabilities was largely related to the $2.6 million decrease in cash dividends and short-term dividend equivalents liabilities, which was driven by the payment of Class A common stock dividends accrued at year end 2024 and the $5.0 million decrease in accrued compensation, which was driven by annual bonus payments. These activities were offset partially by an increase in various accrued payables during the quarter.

Self-Insurance—The Company is self-insured for certain losses relating to workers’ compensation claims and occupational disease obligations under the Federal Mine Safety and Health Act of 1969, as amended, as well as for employee medical expenses. The Company purchases insurance coverage to reduce its exposure to significant levels of these claims. Self-insured losses are accrued based upon estimates of the aggregate liability for uninsured claims incurred as of the balance sheet date using claims data and actuarial assumptions and, therefore, are subject to uncertainty due to a variety of factors.

The estimated aggregate liability for these items totaled $7.7 million and $8.3 million as of March 31, 2025 and December 31, 2024, respectively. Of the aggregate liability, the amounts included in Other long-term liabilities were $5.5 million and $5.2 million at March 31, 2025 and December 31, 2024, respectively.

Funds held in escrow for potential future workers’ compensation claims are considered restricted cash and have been included in prepaid expenses and other on the condensed consolidated balance sheets. Restricted cash balances were $0.8 million at March 31, 2025 and December 31, 2024.

NOTE 6—EQUITY

Common Stock—On June 12, 2023, an amendment to the Company’s amended and restated certificate of incorporation was approved by shareholder vote to reclassify the Company’s existing common stock as shares of Class A common stock and create a separate Class B common stock.

The initial distribution of Class B common stock occurred on June 21, 2023 via a stock dividend to existing holders of common stock as of May 12, 2023. On the date of initial distribution, each holder of common stock received 0.2 shares of Class B common stock for every one share of existing common stock held on the record date. Similar actions or modifications occurred for holders of outstanding stock-based awards.

The distribution of the Class B common stock provides existing holders of the Company’s common stock with an opportunity to participate directly in the financial performance of the Company’s CORE assets on a stand-alone basis, separate from the Company’s metallurgical coal operations. CORE assets were acquired initially as part of the Company’s acquisition of Ramaco Coal in the second quarter of 2022. The financial performance of CORE assets consists of the following non-cost bearing revenue streams based on the Company’s current expectations:

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●

Royalty fees derived from the royalties associated with the Ramaco Coal and Amonate reserves, which we believe approximates 3% of Company-produced coal sales revenue excluding coal sales revenue from Knox Creek,

●

Infrastructure fees based on $5.00 per ton of coal processed at our preparation plants and $2.50 per ton of loaded coal at the Company’s rail load-out facilities, and

●

Future income derived, if and when realized, from advanced carbon products as well as rare earth elements and critical minerals initiatives.

The Company has paid dividends equal to 20% of the total fees above; however, any dividend amounts declared and paid are subject to the sole discretion of the Company’s Board of Directors.

In addition, the Board of Directors retains the power to change or add expense allocation policies related to CORE, redefine CORE assets, and redetermine CORE’s per-ton usage fees at any time, in its sole discretion, without shareholder approval. Holders of shares of Class A common stock continue to be entitled to receive dividends when and if declared by the Board of Directors subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to outstanding preferred stock, if any.

CORE is not a separate legal entity, and holders of Class B common stock do not own a direct interest in the assets of CORE. Holders of Class B common stock are stockholders of Ramaco Resources, Inc. and are subject to all risks and liabilities of the Company as a whole.

With respect to voting rights, holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of the stockholders and are entitled to one vote per share. The holders of Class A common stock and Class B common stock do not have cumulative voting rights in the election of directors. Class B common stock does not have any specific voting rights or governance rights with respect to CORE.

With respect to liquidation rights, holders of common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and the liquidation preference of outstanding preferred stock, if any. That is, the rights to residual net assets upon liquidation are equal between holders of Class A and Class B common stock. Holders of Class B common stock do not have specific rights to CORE assets in the event of liquidation.

The Board of Directors also retains the ability, in its sole discretion, to exchange all outstanding shares of Class B common stock into Class A common stock based on an exchange ratio determined by a 20-day trailing volume-weighted average price for each class of stock.

Stock-Based Awards—Stock-based compensation expense totaled $3.4 million and $4.7 million for the three months ended March 31, 2025 and March 31,2024, respectively. During 2024, the Company granted new stock-based awards and modified certain awards previously granted as discussed below. New stock-based awards granted during the first three months of 2025 were for Class A common stock, all of which were granted in the first quarter of 2025. There were no Class B stock-based awards granted during the first three months of 2025.

Restricted Stock—We granted 341,295 shares of Class A restricted stock to certain senior executives, key employees, and directors during the first quarter of 2025, having a grant-date fair value of $3.3 million. The aggregate fair value of the awards granted to employees was $2.7 million, which is recognized ratably as expense over the three-year service period unless forfeited. The aggregate fair value of restricted stock granted to directors was $0.6 million, which is recognized ratably as expense over one year unless forfeited. During the vesting period, the participants have voting rights and receive nonforfeitable dividends on the same basis as fully vested common stockholders.

Restricted Stock Units (“RSUs”)—We granted 713,305 Class A restricted stock units to certain senior executives and key employees during the first quarter of 2025, having a grant-date fair value of $9.81 per share. The aggregate fair value of these awards was $7.0 million, which is recognized ratably as expense over the three-year service period unless forfeited. During the vesting period, the participants have no voting rights and no dividend rights; however, participants are entitled to receive dividend equivalents, which shall be subject to the same conditions

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applicable to the units and payable at the time the units vest. The recipient will receive one share of Class A common stock for each stock unit vested.

Performance Stock Units (“PSUs”)—We granted Class A performance stock units to certain senior executives and key employees during the first quarter of 2025. These awards cliff-vest approximately three years from the date of grant based on the achievement of targeted performance levels related to pre-established relative total shareholder return goals. These performance stock units may be earned from 0% to 200% of target depending on actual results. During the vesting period, the participants have no voting rights and no dividend rights; however, participants are entitled to receive dividend equivalents, which shall be subject to the same conditions applicable to the units and payable at the time the units vest. The recipient will receive one share of Class A common stock for each stock unit vested.

Performance stock units are accounted for as awards with a market condition since vesting depends on total shareholder return relative to a group of peer companies. The target number of performance stock units granted during the first quarter of 2025, or 713,305 units, were valued relative to the total shareholder return of a peer group based on a Monte Carlo simulation, which resulted in a grant date fair value of $15.03 per unit. The aggregate fair value of these awards was $10.7 million, which is recognized ratably as expense over the three-year period.

Modification— The resignation of one of the Company’s executive officers and the separation agreement between the employee and the Company that occurred during the first quarter of 2024 resulted in a net charge to stock compensation expense of $1.2 million during the period. Incremental value of $1.8 million resulted from the continued equity vesting provision included in the separation agreement applicable to the employee’s restricted stock awards, which was recognized as an expense. This amount was offset partially by the $0.6 million reversal of previously recognized compensation expense related to the pre-modified restricted stock award ($0.3 million) as well as the forfeiture of restricted stock units and performance stock units (collectively $0.3 million).

Dividends–On December 6, 2023, the Company announced that the Board of Directors declared a cash dividend on Class A common stock of $0.1375 per share of Class A common stock, which was paid on March 15, 2024 to shareholders of record on March 1, 2024 in the amount of $6.1 million. Dividends of $6.0 million were accrued in December 2023 for the declaration of the Class A cash dividends. In addition, previously accrued dividend equivalents of $0.1 million were paid to employees who satisfied restricted stock unit service conditions during the first quarter of 2024. On February 1, 2024, the Company announced that the Board of Directors declared a cash dividend of $0.2416 per share of Class B common stock, which was paid on March 15, 2024 to shareholders of record on March 1, 2024 in the amount of $2.1 million.

On December 5, 2024, the Board declared the quarterly Class A dividend of $0.1375 per share for the first quarter of 2025. The first quarter dividend is payable on March 14, 2025, to shareholders of record on February 28, 2025. This payment occurred in the form of Class B shares. Thus, Class A holders received shares of Class B common stock for each share of Class A common stock determined by dividing $0.1375 by the closing transaction price of the Class B common stock on February 28, 2025.

On February 18, 2025 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.

On March 17, 2025, the Board of Directors declared a dividend of $0.06875 per share for the second quarter of fiscal year 2025 relating to its Class A common shares to shareholders of record on May 30, 2025. The dividends will be paid in Class B common stock and issued on June 13, 2025. Class A holders will receive a number of shares of Class B common stock for each share of Class A common stock determined by dividing $0.06875 by the closing transaction price of the Class B common stock on May 30, 2025.

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NOTE 7—COMMITMENTS AND CONTINGENCIES

Environmental Liabilities—Environmental liabilities are recognized when the expenditures are considered probable and can be reasonably estimated. Measurement of liabilities is based on currently enacted laws and regulations, existing technology, and undiscounted site-specific costs. Generally, such recognition would coincide with a commitment to a formal plan of action. No amounts have been recognized for environmental liabilities.

Surety Bond—In accordance with state laws, we are required to post reclamation bonds to assure that reclamation work is completed. We also have a smaller amount of surety bonds that secure performance obligations. Bonds outstanding at March 31, 2025 totaled approximately $33.2 million.

Coal Leases and Associated Royalty Commitments—We lease coal reserves under agreements that require royalties to be paid as the coal is mined and sold. Many of these agreements require minimum annual royalties to be paid regardless of the amount of coal mined and sold. Total royalty expenses were $5.7 million and $6.8 million for the three months ended March 31, 2025 and March 31, 2024, respectively. These agreements generally have terms running through exhaustion of all the mineable and merchantable coal covered by the respective lease. Royalties or throughput payments are based on a percentage of the gross selling price received for the coal we mine.

Contingent Transportation Purchase Commitments—We secure the ability to transport coal through rail contracts and export terminals that are sometimes funded through take-or-pay arrangements. As of March 31, 2025, the Company’s remaining commitments under take-or-pay arrangements totaled $23.3 million, the majority of which relates to a multi-year contract with a total remaining commitment of $16.1 million until the term expires in the first quarter of 2028. The level of these commitments will generally be reduced at a per ton rate as such rail and export terminal services are utilized against the required minimum tonnage amounts over the contract term stipulated in such rail and export terminal contracts. However, as of March 31, 2025, the Company had no expected volume shortfall resulting in a need for an accrued liability. The accrued liability for the expected shortfall was zero at March 31,2025.

Litigation—From time to time, we are subject to various litigation and other claims in the normal course of business. Losses related to such contingencies are accrued when/if loss is probable and the amount is reasonably estimable. No losses have been accrued in the consolidated financial statements with respect to such matters. Losses from certain injury-related matters are reasonably possible of occurring; however, an estimate of the possible range of loss cannot be made at this time as no litigation has progressed sufficiently through discovery and development of important facts and legal issues at this time. While it is possible that liability will be assessed against us in the preparation plant purchase matter discussed below, we deem that possibility to be remote.

Preparation Plant Purchase

In February 2024, we purchased a Preparation Plant (the “Plant”) from EMCOAL, Inc. for $3 million. After this purchase, the Plant was disassembled and transported to the Maben Complex for reassembly. On November 15, 2024, Justice Coal of Alabama, LLC (the “Plaintiff”) filed a complaint in the United States District Court for the Southern District of West Virginia, Beckley Division, against Ramaco Resources, Inc., Ramaco Development, LLC, and Maben Coal LLC.

Plaintiff claims their sale of the Plant to EMCOAL, Inc. was not completed and thus EMCOAL, Inc. did not have the right to sell the Plant to us. As a result of Ramaco purchasing the Plant from EMCOAL, Inc., Plaintiff claims in the complaint we are liable for conversion, unjust enrichment, and negligence. Plaintiff has sought damages for these alleged claims. We filed a motion to dismiss on February 4, 2025 and that motion is currently pending before the Court. The case is now in discovery and the trial is scheduled to start on January 12, 2026. We believe we have meritorious defenses to all claims in this matter.

Storage Silo Partial Failure

On November 5, 2018, one of our three raw coal storage silos that fed our Elk Creek plant experienced a partial structural failure. A temporary conveying system completed in late-November 2018 restored approximately 80% of our

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plant capacity. We completed a permanent belt workaround and restored the preparation plant to its full processing capacity in mid-2019. Our insurance carrier, Federal Insurance Company, disputed our claim for coverage based on certain exclusions to the applicable policy and, therefore, on August 21, 2019, we filed suit against Federal Insurance Company and Chubb INA Holdings, Inc. in Logan County Circuit Court in West Virginia seeking a declaratory judgment that the partial silo collapse was an insurable event and to require coverage under our policy. Defendants removed the case to the United States District Court for the Southern District of West Virginia, and upon removal, we substituted ACE American Insurance Company as a defendant in place of Chubb INA Holdings, Inc. The trial in the matter commenced on June 29, 2021, in Charleston, West Virginia.

On July 15, 2021, the jury returned a verdict in our favor for $7.7 million in contract damages and on July 16, 2021, made an additional award of $25.0 million for damages for wrongful denial of the claim under Hayseeds, Inc. v. State Farm Fire & Cas., 177 W. Va. 323, 352 S.E. 2d 73 (W. Va. 1986), including inconvenience and aggravation. On August 12, 2021, the defendants filed a post-trial motion for judgment as a matter of law or in the alternative to alter or amend the judgment or for a new trial. On March 4, 2022, the court entered its memorandum opinion and order on the motion reducing the jury award to a total of $1.8 million, including pre-judgment interest, and also vacated and set aside, in its entirety, the jury award of Hayseeds damages. The same day, the court entered the judgment in accordance with the memorandum opinion and order.

On April 1, 2022, we filed a notice of appeal with the U.S. Court of Appeals for the Fourth Circuit. On July 20, 2023, the court rendered a decision reinstating the jury’s $7.7 million contract damages verdict. The court further determined that we are entitled to attorney’s fees in an amount to be determined on remand. Finally, the court held that we are entitled to Hayseeds damages for wrongful denial of the claim but remanded for a new trial on the amount of such damages after affirming that the original $25 million award was excessive. On August 3, 2023, the Defendants-Appellees filed a Petition of Rehearing and Rehearing En Banc with the Fourth Circuit. The petition was denied by order dated August 15, 2023. On August 29, 2023, the court clarified that the amount of attorney’s fees to be determined on remand included appellate fees. On September 8, 2023, the court entered its amended judgment, which awarded post-judgment interest on the previously awarded and reinstated verdict related to contract (compensatory) damages and the Fourth Circuit thereafter issued its mandate on October 2, 2023. On August 19, 2024, the Court issued a Memorandum Opinion and Order that the Hayseeds damages to be considered in the new trial would include annoyance and inconvenience up to October 2, 2023 with new discovery permitted for the time period of July 15, 2021 through October 2, 2023. The Court also ordered Hayseeds damages to be considered for net economic loss caused by the defendant’s delay in settlement be allowed for the time period of July 15, 2021 through October 2, 2023 with new discovery to be permitted for that time period.

The defendants fully paid the portion of the judgment related to contract (compensatory) damages in the court’s order and that portion of the matter is considered closed. The Company recognized a $7.8 million gain during 2023, which was recorded in Other income (expense), net on the Consolidated Statements of Operations. Of this amount, $2.0 million was included in Insurance proceeds related to property, plant, and equipment as part of investing activities on the Consolidated Statements of Cash Flows and the remaining amount was included in operating activities. On April 24, 2024, the Court stated Ramaco is entitled to reasonable attorney fees for both the appeal and the first trial, adding there will be a full Hayseeds trial under the timelines set forth above. Regarding the court’s determination and award of attorney’s fees, the Company accrued an additional loss recovery asset of approximately $0.3 million during the first quarter of 2025, bringing the total loss recovery asset to approximately $4.2 million in Prepaid expenses and other on the Consolidated Balance Sheet as of March 31, 2025. The corresponding reduction of $0.3 million during the first quarter of 2025 was to Selling, general, and administrative expense on the Consolidated Statements of Operations. The Company considers that it is probable to recover at least this amount of previously recognized attorneys’ fees expenses based upon the developments above.

The matter is now pending before the District Court for a new trial for Hayseeds damages, as well as the court’s determination and award of attorney’s fees. The new trial is scheduled to begin on July 15, 2025.

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NOTE 8—REVENUE

Our revenue is derived from contracts for the sale of coal and is recognized when the performance obligations under the contract are satisfied, which is at the point in time control is transferred to our customer. Generally, domestic sales contracts have terms of about one year and the pricing is typically fixed. Export sales have spot or term contracts, and pricing can be either fixed or derived against index-based pricing mechanisms. Sales completed with delivery to an export terminal are reported as export revenue.

Disaggregated information about Revenue is presented below:


	Three months ended March 31,
(In thousands)	2025		2024
Coal Sales
North American revenue	$	44,026	$	54,173
Export revenue, excluding Canada		90,630		118,503
Total revenue	$	134,656	$	172,676

Revenue for the first quarter ended March 31, 2025 includes a $0.1 million net decrease to revenue related to adjustments for performance obligations satisfied in a previous reporting period. These adjustments were due to true-ups of previous estimates for provisional pricing and demurrage as well as price adjustments for minimum specifications or qualities of delivered coal.

As of March 31, 2025, the Company had outstanding performance obligations of approximately 1.5 million tons for contracts with fixed sales prices averaging $154 per ton, excluding freight, as well as 2.6 million tons for contracts with index-based pricing mechanisms. The Company expects to satisfy approximately 67% of the committed tons in 2025, 32% in 2026, and 1% in 2027. Variable amounts, including index-based prices, have not been estimated for the purpose of disclosing remaining performance obligations as permitted under the revenue recognition guidance when variable consideration is allocated entirely to a wholly unsatisfied performance obligation.

Concentrations—During the three months ended March 31, 2025, sales to three individual customers were 10% or more of our total revenue. Sales to these customers represented 17%, 15% and 10% of our total revenue during the three-month period and accounted for approximately 42%, collectively, of our total revenue. Two customers accounted for 39% and 18% of our trade receivables, or collectively 57% of the Company’s accounts receivable balance at March 31, 2025. For comparison purposes, during the three months ended March 31, 2024, sales to two individual customers were 10% or more of our total revenue and accounted for approximately 30%, collectively, of our total revenue.

NOTE 9—INCOME TAXES

Income tax provisions for interim periods are generally based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent, or unusual items related specifically to interim periods. The income tax impacts of discrete items are recognized in the period these occur.

Our effective tax rate for the three months ended March 31, 2025 and March 31, 2024 was 31.2% benefit and 21.0% expense, respectively, excluding the impact of discrete items, the foreign-derived intangible income deduction, and depletion expense for income tax purposes.

NOTE 10—EARNINGS (LOSS) PER SHARE

Earnings per share (“EPS”) is not presented retrospectively for periods prior to the issuance of the tracking stock as the tracking stock was not a part of the Company’s capital structure during those periods and the issuance of the tracking stock changes the common shareholders’ relative residual interest in the Company. Therefore, EPS is presented for the Company’s single class of common stock up to the time the tracking stock was issued and, subsequent to this date, EPS is presented prospectively under the two-class method.

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The computation of basic and diluted EPS is shown on the following page:


(In thousands, except per share amounts)	Three months ended March 31,
	2025		2024
Earnings attribution
Class A common stock	$	(8,269)	$	(106)
Class A restricted stock awards		-		1
Class B common stock		(1,935)		2,032
Class B restricted stock awards		—		72
Forfeitable dividends declared on unvested stock-based awards		747		33
Net income	$	(9,457)	$	2,032


	Three months ended March 31, 2025					Three months ended March 31, 2024
	Class A		Class B			Class A		Class B
Dual class EPS calculations
Numerator
Net earnings for basic earnings per common share	$	(8,269)	$	(1,935)	$	(106)	$	2,032
Add: Class B net earnings for diluted earnings per diluted share		(1,935)		-		2,032		-
Net earnings for diluted earnings for diluted earnings per diluted share	$	(10,204)	$	(1,935)	$	1,926	$	2,032
Denominator
Weighted average shares used to compute basic earnings per share		43,850		9,710		42,496		8,508
Dilutive effect of stock option awards		-		-		-		96
Dilutive effect of restricted stock units		-		-		-		32
Dilutive effect of performance stock units		-		-		-		162
Dilutive effect of non-cash dividend declared but not issued		-		-		-		-
Dilutive effect of conversion of Class B common stock to Class A common stock		9,151		-		6,256		-
Weighted average shares used to compute diluted earnings per share		53,001		9,710		48,752		8,798

Earnings per common share (dual-class)
Basic	$	(0.19)	$	(0.20)	$	(0.00)	$	0.24
Diluted	$	(0.19)	$	(0.20)	$	(0.00)	$	0.23

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Unvested restricted stock awards have the right to receive nonforfeitable dividends on the same basis as common shares; therefore, unvested restricted stock is considered a participating security to calculate EPS. Under the two-class method, the Company reports separately the net earnings allocated away from holders of Class A and Class B common stock to holders of unvested restricted stock awards.

For accounting purposes, Class B’s participation rights in net earnings are, in substance, discretionary based on the power of the Company’s Board of Directors to add or modify expense allocation policies, redefine CORE assets, and redetermine CORE’s per-ton usage fees at any time, in its sole discretion, without shareholder approval. Therefore, no amount of the Company’s net earnings shall be allocated to Class B to calculate EPS other than actual dividends declared during the period for the tracking stock. However, during the three months ended March 31, 2025, dividends declared by the Company were more than consolidated net income (loss) for the period, which resulted in an undistributed net loss for reporting purposes. The resulting undistributed net loss was allocated proportionately between outstanding Class A and Class B common stock based on the rights to residual net assets upon liquidation being equal between holders of Class A and Class B common stock. For the three months ended March 31, 2025, two dividends were declared for Class A common stock due to the timing of declaration, while only one dividend was declared for Class B common stock.

Diluted EPS is calculated using the treasury stock method for stock options and restricted stock units. For performance stock units, the awards are first evaluated under the contingently issuable shares guidance, which requires a determination as to whether shares would be issuable if the end of the reporting period were the end of the contingency period. For shares determined to be issuable under performance stock unit awards, the treasury stock method is then applied to determine the dilutive impact of the awards, if any. Unvested restricted stock awards are considered potential common shares as well as participating securities, as discussed previously, and are included in diluted EPS using the more dilutive of the treasury stock method or the two-class method. Since these awards share in dividends on a 1:1 basis with common shares, applying the treasury stock method is antidilutive compared to the basic EPS calculation that allocates earnings to participating securities under the two-class method discussed previously.

For the first quarter of 2025, diluted EPS for Class A Common stock excluded all outstanding awards of potential common stock because of the allocated net loss discussed above, and, therefore, the inclusion of any potential common shares would be antidilutive. Excluded Class A common stock awards were 649 thousand options to purchase Class A common stock, 666 thousand RSUs, and 1,568 thousand PSUs (at target). Excluded Class B common stock awards were 144 thousand options to receive Class B common stock, 38 thousand RSUs, and 231 thousand PSUs (at target). For the three months ended March 31, 2024, diluted EPS for Class A common stock excluded only the RSUs and PSUs granted in the first quarter of 2024, as discussed in Note 6, because the effect would have been antidilutive under the treasury stock method.

NOTE 11—SEGMENT REPORTING

The Company generates revenue primarily through the production of metallurgical coal for sale to the steel industry. Ramaco also generates revenue through the sale of coal purchased from third parties.

The Company’s chief operating decision maker (“CODM”), the chief executive officer, regularly reviews financial information at the consolidated level for the purpose of allocating resources and assessing operating results and financial performance. Therefore, the Company has one operating and reportable segment.

The CODM uses consolidated net income as the segment profitability measure to evaluate the performance of its segment and make resource allocation decisions. Consolidated net income is used by the CODM to assess operating performance of its Appalachian operations as well as to make decisions regarding capital investments, labor allocation, compensation, and resource development.

The CODM does not regularly review segment asset information at a different asset level or category than those disclosed within the consolidated balance sheet for the purpose of assessing performance and making resource allocation decisions. Significant expenses regularly reviewed by the CODM include cost of sales as reported on the Company’s consolidated statements of operations. Furthermore, significant expenses include more disaggregated cost of sales

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information, including cash cost of sales (on an FOB mine basis), transportation costs, and alternative mineral development costs, as shown in the following table:


		Three Months Ended March 31,
(In thousands)		2025		2024

Significant segment expenses^(a):
Cash cost of sales (FOB mine)	$	92,763	$	109,465
Transportation costs		18,998		28,876
Alternative mineral development costs		1,912		1,135
Other cost of sales ^(b)		459		237
Cost of sales	$	114,132	$	139,713

^(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
^(b) Other cost of sales includes idle costs.

Total capital expenditures (including accrued capital expenditures)	$	21,452	$	19,929

NOTE 12—RELATED PARTY TRANSACTIONS

Legal Services—Some of the professional legal services we received were provided by Jones & Associates (“Jones”), a related party. Legal services incurred for Jones for the three months ended March 31, 2025 and March 31, 2024 totaled less than $0.1 million and zero, respectively. Mr. Jones subsequently became the Company’s General Counsel on May 1, 2025.

Other Professional Services—The Company has also entered into professional services agreements with three other related parties, which have been aggregated due to immateriality. Professional service fees for these related party transactions totaled less than $0.1 million during the first quarter of 2025.

NOTE 13—SUBSEQUENT EVENTS

On May 12, 2025, the Company announced its Board of Directors had approved and declared a quarterly cash dividend of $0.1811 per share on the Company's Class B common stock. The second quarter dividend is payable on June 13, 2025, to shareholders of record on May 30, 2025.

On May 12, 2025, the Company released a revised Technical Report Summary (“TRS”) on the Brook Mine property Rare Earth Element Exploration Target prepared by Weir International, Inc., (“Weir”) in accordance with the U.S. Securities and Exchange Commission Regulation S-K 1300 for Mining Property Disclosure.

On May 12, 2025, the Company announced that Michael Woloschuk will join Ramaco as Executive Vice President for Critical Minerals from the Fluor Corporation to oversee the Company’s development of the Brook Mine and related commercialization of its rare earth and critical mineral operations.

* * * * *

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report, as well as the financial statements and related notes appearing elsewhere in this Quarterly Report. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. We caution you that our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences are discussed elsewhere in this Quarterly Report, particularly in the “Cautionary Note Regarding Forward-Looking Statements” and in our Annual Report and in this Quarterly Report under the heading “Item 1A. Risk Factors,” all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Overview

We are an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia. Our development portfolio primarily includes the following properties: Elk Creek, Berwind, Knox Creek, and Maben. We believe each of these properties possesses geologic and logistical advantages that make our coal among the lowest delivered-cost U.S. metallurgical coal to our domestic customer base, North American blast furnace steel mills and coke plants, as well as international metallurgical coal consumers. We also control mineral deposits near Sheridan, Wyoming as part of the Company’s initiatives regarding the potential recovery of rare earth elements and critical minerals as well as the potential commercialization of coal-to-carbon-based products and materials.

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. Our plan is to continue the 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.

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. 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. The global steel market experienced slower growth, especially in China, resulting in elevated levels of Chinese steel exports. These conditions have led steel companies to both cut back on their own production and to reduce the price they are willing to pay for their metallurgical coal feedstock. 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. 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 first three months of 2025, we sold 0.9 million tons of coal and recognized $134.7 million of revenue. Of this amount, 33% of our revenue was from sales into North American markets, including Canada, and 67% of our revenue was from sales into export markets. During the same period of 2024, we sold 0.9 million tons of coal and recognized $172.7 million of revenue, of which 31% was from sales into North American markets, including Canada, and 69% was from sales into export markets. Sales into export markets, which often include index-based pricing, generally have greater exposure to variability in pricing from period to period. The Company’s exports have not been

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materially delayed or otherwise affected by recent severe weather events or by dockworker labor disputes taking place at U.S. East Coast ports.

As of March 31, 2025, the Company had outstanding performance obligations of approximately 1.5 million tons for contracts with fixed sales prices averaging $154 per ton, excluding freight, as well as 2.6 million tons for contracts with index-based pricing mechanisms. The Company expects to satisfy approximately 67% of these commitments in 2025, 32% of these commitments in 2026, and the remaining 1% in 2027. Refer to Note 8 of Part I, Item 1 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 the first three months of 2025, our total capital expenditures were $20.3 million, excluding capitalized interest of $0.5 million. In the first three months of 2024, our capital expenditures were $18.7 million, excluding capitalized interest of $0.2 million. The increase in capital expenditures was due to the Company’s progress related to strategic growth projects specifically at the Maben preparation plant.

The Company produced 1.0 million tons during the first three months of 2025 compared to 0.8 million tons during the first three months of 2024 as a result of the increase in capacity and completed development work. The Company expects full-year production volumes in 2025 between 3.9 and 4.3 million tons with an ability to vary production dependent on market conditions.

The Company continues to assess its potential rare earth elements and critical minerals deposit in Wyoming. 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. The Company hopes to complete its techno-economic analysis of the overall commercial aspects of the potential opportunity and begin construction of a pilot processing facility in mid to late 2025. The Company recently received a $6.1 million matching grant from the Wyoming Energy Authority, which will be applied toward development of the pilot plant and related facilities at the Brook Mine.

No revenues have been recognized from the Company’s Wyoming initiatives.

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Results of Operations


	Three months ended March 31,
(In thousands, except per share amounts)	2025		2024

Revenue	$	134,656	$	172,676

Costs and expenses
Cost of sales (exclusive of items shown separately below)		114,132		139,713
Asset retirement obligations accretion		402		354
Depreciation, depletion, and amortization		17,542		15,220
Selling, general and administrative expenses		14,602		14,114
Total costs and expenses		146,678		169,401

Operating (loss) income		(12,022)		3,275

Other income (expense), net		505		629
Interest expense, net		(2,230)		(1,332)
Income before tax		(13,747)		2,572

Income tax (benefit) expense		(4,290)		540

Net (loss) income	$	(9,457)	$	2,032

Earnings per common share
Basic - Class A	$	(0.19)	$	(0.00)
Basic - Class B	$	(0.20)	$	0.24

Diluted - Class A	$	(0.19)	$	(0.00)
Diluted - Class B	$	(0.20)	$	0.23

Adjusted EBITDA	$	9,788	$	24,180

Net income and Adjusted EBITDA for the three months ended March 31, 2025 were negatively impacted by the softening of global metallurgical coal markets and the decrease in metallurgical coal price indices. This occurred due to a variety of macroeconomic factors including the continued Chinese oversupply of steel into a muted global economic environment. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding Adjusted EBITDA.

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Coal sales information is summarized as follows:


	Three months ended March 31,
(In thousands)	2025		2024		Increase (Decrease)

Revenue	$	134,656	$	172,676	$	(38,020)
Tons sold		946		929		17
Total revenue per ton sold (GAAP basis)	$	142	$	186	$	(44)

Cost of sales	$	114,132	$	139,713	$	(25,581)
Tons sold		946		929		17
Total cost of sales per ton sold (GAAP basis)	$	121	$	150	$	(29)

Refer to Non-GAAP Financial Measures for supplemental calculations of revenue per ton sold (FOB mine) and cash cost per ton sold (FOB mine)

Our revenue includes sales of Company produced coal and coal purchased from third parties. We include amounts billed by us for transportation to our customers within revenue and transportation costs incurred within cost of sales.

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Revenue. Coal sales revenue for the three months ended March 31, 2025 was $134.7 million, approximately 22% lower than the same period in 2024 driven by the negative impact of pricing offset partially by the 2% increase in tons sold. The increase in tons sold occurred in export markets, which increased 8% but were offset partially by the decrease in North America volumes. Revenue per ton sold decreased 24% from $186 per ton for the three months ended March 31, 2024 to $142 per ton for the three months ended March 31, 2025 and was driven by the variability in index-based pricing for export sales. Revenue per ton sold (FOB mine), a non-GAAP measure which excludes transportation revenues and demurrage, also decreased 21% from $155 per ton for the three months ended March 31, 2024 to $122 per ton for the three months ended March 31, 2025. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding this measure. The decrease in the Company’s revenue per ton sold measures was due to the decrease in metallurgical coal prices as U.S. metallurgical coal price indices continued to fall in the first quarter of 2025 by an average of 27% quarter over quarter due to the macroeconomic conditions discussed earlier. We expect metallurgical coal prices to remain volatile in the near term.

There are no revenues from rare earth and critical minerals at this time.

Cost of sales. Our cost of coal sales for the three months ended March 31, 2025 was $114.1 million, approximately 18% lower than the same period in 2024 despite the 2% increase in tons sold discussed above. Cost of sales per ton sold decreased 19% from $150 per ton for the three months ended March 31, 2024 to $121 per ton for the three months ended March 31, 2025. Cash cost per ton sold (FOB mine), a non-GAAP measure which excludes transportation costs, alternative mineral development costs, and idle mine costs, decreased 17% from $118 per ton for the three months ended March 31, 2024 to $98 per ton for the three months ended March 31, 2025. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding this measure. Mine costs for the first quarter of 2025 benefited from efficiencies gained from increased production versus the same period in 2024.

Depreciation, depletion, and amortization. Depreciation, depletion, and amortization expense totaled $17.5 million and $15.2 million for the three months ended March 31, 2025 and March 31, 2024, respectively. The increase quarter-to-quarter was related to general increases in plant and equipment and production versus 2024.

Selling, general, and administrative. Selling, general, and administrative (“SG&A”) expenses were $14.6 million and $14.1 million for the three months ended March 31, 2025 and March 31,2024, respectively. The $0.5 million

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increase in 2024 was primarily due to the increase in stock-based compensation expense offset by other administrative cost.

Other income (expense), net. Other income (expense), net was $0.5 million for the three months ended March 31, 2025, compared to $0.6 million for the three months ended March 31, 2024.

Interest expense, net. Interest expense, net was $2.2 million for the three months ended March 31, 2025 compared to $1.3 million for the same period in 2024. The increase in 2025 was largely due to issuance of the 8.375% Senior Unsecured Notes due 2029 (the “Senior Notes due 2029”) in late 2024.

Income tax expense (benefit). The effective tax rate for the three months ended March 31, 2025 and March 31, 2024 was 31% and 21%, respectively, excluding the impact of discrete items. The primary differences from the federal statutory rate of 21% are related to state taxes, non-deductible expenses, the foreign-derived intangible income deduction, and depletion expense for income tax purposes.

Earnings (loss) per share. Refer to Note 10 of Part I, Item 1 for information regarding earnings per share calculations for Class A and Class B common stock.

Liquidity and Capital Resources

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. 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 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. Borrowings under the amended facility may not exceed the borrowing base as determined under the amended formula included in the agreement.

At March 31, 2025, we had $43.5 million of cash and cash equivalents and $74.9 million of remaining availability under our Revolving Credit Facility for future borrowings. Cash and cash equivalents include $7.5 million of compensating balances held in dedicated accounts to assure future credit availability under the revolver. The Company’s total current assets were $164.0 million and were in excess of total current liabilities by $39.6 million as of the balance sheet date.

Significant sources and uses of cash during the first three months of 2025

Sources of cash:

●

Cash flows provided by operating activities were $26.0 million during the first three months of 2025, which were driven primarily by net earnings adjusted for non-cash expenses including depreciation, depletion, and amortization as well as stock-based compensation. Changes in operating assets and liabilities

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also contributed to operating cash flow driven primarily by the decrease in accounts receivable due to the collection of fourth quarter 2024 revenues, which were $36.2 million higher than first quarter revenues.

●

Cash inflows for financing activities totaled $6.7 million, which included:

o

net proceeds from borrowing of $15.9 million on our existing debt, finance leases, and insurance financing and

o

net outflow of $2.5 million to stockholders in the form of dividend payments and

o

net outflows of $6.7 million of other various activities

Uses of cash:

●

Capital expenditures totaled $20.3 million, including expenditures related to the preparation plant and expansion of our Maben complex. Capital expenditures for the Maben preparation plant totaled $1.8 million. The preparation plant at Maben was commissioned in October 2024, which should reduce trucking costs at the complex going forward. Most capital expenditures for 2025 are expected to occur in the first half of the year as a carryforward of commitments for growth projects made in 2024.

●

Additional cash flows from other activities related to deposits on equipment and other of $1.9 million.

The Class B common stock dividends were calculated based on 20% of the previous quarter’s CORE royalty and infrastructure fees as shown below. Refer to Note 6 of Part I, Item 1 for additional information regarding dividends.


	Three months ended March 31,		Three months ended March 31,
(In thousands)	2025		2024

Royalties
Ramaco Coal	$	2,381	$	2,730
Amonate Assets		600		1,312
Other		7		12
Total Royalties	$	2,988	$	4,054

Infrastructure Fees
Preparation Plants (Processing at $5.00/ton)	$	4,256	$	4,475
Rail Load-outs (Loading at $2.50/ton)		2,069		1,954
Total Infrastructure Fees (at $7.50/ton)	$	6,325	$	6,429

CORE Royalty and Infrastructure Fees	$	9,313	$	10,483

Total Cash Available for Dividend for Class B Common Stock	$	9,313	$	10,483

20% of Cash Available for Dividend for Class B Common Stock	$	1,863	$	2,097

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.

Future sources and uses of cash

Our primary use of cash includes capital expenditures for mine development and ongoing operating expenses. 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 our revolving credit facility, projected cash flows from operations, and, if

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warranted, capital raised under the Company’s shelf registration discussed below. 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.

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. No securities may be sold until a prospectus supplement describing the method and terms of any future offering is delivered.

Refer to Note 4 of Part I, Item 1 for information regarding the Company’s Revolving Credit Facility and indebtedness.

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenue and expenses reported for the period then ended. A discussion of our critical accounting policies and estimates is included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” of the Annual Report. There were no material changes to our critical accounting policies during the first three months of 2025.

Off-Balance Sheet Arrangements

A discussion of off-balance sheet arrangements is included under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Off-Balance Sheet Arrangements” in the Annual Report. There were no material changes during the first three months of 2025.

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.

We define Adjusted EBITDA as net income plus net interest expense; stock-based compensation expense; depreciation, depletion, and amortization expenses; income taxes; accretion of asset retirement obligations; and, when applicable, certain other 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. GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies.

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	Three months ended March 31,
(In thousands)	2025		2024
Reconciliation of Net Income to Adjusted EBITDA
Net (loss) income	$	(9,457)	$	2,032
Depreciation, depletion, and amortization		17,542		15,220
Interest expense, net		2,230		1,332
Income tax (benefit) expense		(4,290)		540
EBITDA		6,025		19,124
Stock-based compensation		3,361		4,702
Accretion of asset retirement obligation		402		354
Adjusted EBITDA	$	9,788	$	24,180

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. We believe revenue per ton sold (FOB mine) provides useful information to investors as it enables investors to compare revenue per ton we generate against similar measures made by other publicly-traded coal companies and more effectively monitor changes in coal prices from period to period excluding the impact of transportation costs which are beyond our control. The adjustments made to arrive at these measures are significant in understanding and assessing our financial performance. Revenue per ton sold (FOB mine) is not a measure of financial performance in accordance with U.S. GAAP and, therefore, should not be considered as a substitute to revenue under U.S. GAAP.


	Three months ended March 31,
(In thousands)	2025		2024

Revenue	$	134,656	$	172,676
Less: Adjustments to reconcile to Non-GAAP revenue (FOB mine)
Transportation		(19,042)		(28,285)
Non-GAAP revenue (FOB mine)	$	115,614	$	144,391
Tons sold		946		929
Non-GAAP revenue per ton sold (FOB mine)	$	122	$	155

Refer to coal sales information for revenue per ton sold (GAAP basis) calculations

Non-GAAP cash cost per ton sold - 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. We believe cash cost per ton sold provides useful information to investors as it enables investors to compare our cash cost per ton against similar measures made by other publicly-traded coal companies and more effectively monitor changes in coal cost from period to period excluding the impact of transportation costs which are beyond our control, and alternative mineral costs, which are more developmentally focused at the present time. The adjustments made to arrive at these measures are significant in understanding and assessing our financial performance. Cash cost per ton sold (FOB mine) is not a measure of financial performance in accordance with U.S. GAAP and, therefore, should not be considered as a substitute to cost of sales under U.S. GAAP.

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	Three months ended March 31,
(In thousands)	2025		2024

Cost of Sales:	$	114,132	$	139,713
Less: Adjustments to reconcile to Non-GAAP cash cost of sales
Transportation costs		(18,998)		(28,876)
Alternative mineral development costs		(1,912)		(1,135)
Idle and other costs		(459)		(237)
Non-GAAP cash cost of sales	$	92,763	$	109,465
Tons sold		946		929
Non-GAAP cash cost per ton sold (FOB mine)	$	98	$	118

Refer to coal sales information for cost per ton sold (GAAP basis) calculations

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Disclosures about market risk are included in Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” of our Annual Report.

Item 4. Controls and Procedures

As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our chief executive officer, who serves as our principal executive officer, and our chief financial officer, who serves as our principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. However, based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of the end of the period covered by this quarterly report as a result of the material weakness in internal control over financial reporting as described below.

Previously Reported Material Weakness

We previously identified a material weakness and concluded that our disclosure controls and procedures as of December 31, 2024, were not effective at the reasonable assurance level as a result of the material weakness in internal control over financial reporting disclosed below. The Company’s remediation plan for the material weakness in internal control over financial reporting is also discussed below.

Based on this evaluation, management identified a material weakness related to an insufficiency of appropriately qualified and trained professionals to perform certain control activities necessary to achieve our control objectives. The material weakness also resulted in incomplete or inadequate documentation related to accounting policies and procedures, inappropriate conclusions reached regarding non-routine accounting matters, and insufficient evidence of internal control activities. A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management concluded that its internal control over financial reporting was ineffective as of December 31, 2024.

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Remediation Plan

We are executing on our plan for remediation to address this material weakness, which includes assessing, redesigning, and implementing modifications of our internal controls, and the hiring of additional qualified accounting personnel, or supplementing internal resources with qualified external advisors as needed. We will not be able to fully remediate this material weakness until these steps have been completed and subsequent validation and testing of these internal controls have demonstrated their operating effectiveness over a sustained period of financial reporting cycles.

During the first quarter of 2025, we took continued steps to improve our internal control over financial reporting. We continued to engage the services of a national professional services firm to assist us in evaluating the effectiveness of our disclosure controls and procedures. During the first quarter of 2025, we engaged a number of national recruiting firms to assist us in identifying qualified accounting personnel. We continued to engage the services of a top-five accounting firm to assist us in reviewing technical non-routine accounting matters.

Changes in Internal Control Over Financial Reporting

We are actively improving our control environment by executing our remediation plan to address the material weakness, as described above. Except as described above, there were no significant changes in our internal control over financial reporting during our first quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls and Procedures

Senior members of management do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Due to the nature of our business, we may become, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. While the outcome of these proceedings cannot be predicted with certainty, in the opinion of our management, there are no pending litigation, disputes or claims against us which, if decided adversely, individually or in the aggregate, 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 7 to the Condensed Consolidated Financial Statements included in Part I of this Quarterly Report.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in our Annual Report and the risk factors and other cautionary statements contained in our other SEC filings, which could materially affect our business, financial condition, cash flows, or future results of operations.

Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may materially adversely affect our business, financial condition, or future results. There have been no material changes in our risk factors from those described in our Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Quarterly Report.

Item 5. Other Information

During the period covered by this Quarterly Report, none of the Company’s directors or executive officers has adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

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Item 6. Exhibits




*31.1	Certification of Chief Executive Officer (principal executive officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*31.2	Certification of Chief Financial Officer (principal financial officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

**32.1	Certification of Chief Executive Officer (principal executive officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

**32.2	Certification of Chief Financial Officer (principal financial officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*95.1	Mine Safety Disclosure

*101.INS	Inline XBRL Instance Document

*101.SCH	XBRL Taxonomy Extension Schema Document

*101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

*101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

*101.LAB	XBRL Taxonomy Extension Labels Linkbase Document

*101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Exhibit filed herewith.

** Furnished herewith. Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report and not “filed” as part of such report for purposes of Section 18 of the Exchange Act or otherwise subject to the liability under Section 18 of the Exchange Act, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act, except to the extent that the registrant specifically incorporates it by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	RAMACO RESOURCES, INC.


May 12, 2025	By:	/s/ Randall W. Atkins
		Randall W. Atkins
		Chairman, Chief Executive Officer and Director
		(Principal Executive Officer)


May 12, 2025	By:	/s/ Jeremy R. Sussman
		Jeremy R. Sussman
		Chief Financial Officer
		(Principal Financial Officer)

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SEC Form 10-Q filed by Ramaco Resources Inc.

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