Ramaco Resources, Inc S-3ASR, filed Aug 5, 2025

Ramaco Resources, Inc. (METC)

S-3ASR 2025-08-05

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

	Page
ABOUT THIS PROSPECTUS		1
SUMMARY INFORMATION		2
RISK FACTORS		4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		5
USE OF PROCEEDS		7
PLAN OF DISTRIBUTION		8
SELLING STOCKHOLDERS		9
DESCRIPTION OF SECURITIES		10
DESCRIPTION OF COMMON STOCK		11
DESCRIPTION OF PREFERRED STOCK		15
DESCRIPTION OF DEPOSITARY SHARES		17
DESCRIPTION OF DEBT SECURITIES		19
DESCRIPTION OF WARRANTS		25
DESCRIPTION OF RIGHTS		27
LEGAL MATTERS		28
EXPERTS		28
WHERE YOU CAN FIND ADDITIONAL INFORMATION		28
INCORPORATION BY REFERENCE		29

SEC registration fee	$	*
Legal fees and expenses (other than Blue Sky)		+
Blue Sky fees and expenses (including counsel fees)		+
Listing fee		+
Accounting fees and expenses		+
Printing fees		+
Trustee and registrar’s fees and expenses		+
Rating Agency fees		+
Miscellaneous		+
Total	$	+

	Exhibit No.			Description
	1.1*			Form of Underwriting Agreement.
	3.1			Second Amended and Restated Certificate of Incorporation of Ramaco Resources, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the Commission on June 12, 2023).
	3.2			Second Amended and Restated Bylaws of Ramaco Resources, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the Commission on August 7, 2024).
	4.1			Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 filed with the Commission on December 29, 2016).
	4.2			Indenture, dated as of July 13, 2021, between Ramaco Resources, Inc. and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the Commission on July 13, 2021).
	4.3			Second Supplemental Indenture dated as of November 27, 2024, between Ramaco Resources, Inc. and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the Commission on November 27, 2024).
	4.4			Form of 8.375% Senior Note due 2029 (included as Exhibit A to Exhibit 4.3 above) (incorporated by reference to Exhibit 4.2.1 of the Company’s Current Report on Form 8-K, filed with the Commission on November 27, 2024).
	4.5			Third Supplemental Indenture dated as of July 31, 2025, between Ramaco Resources, Inc. and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the Commission on July 31, 2025).
	4.6			Form of 8.250% Senior Note due 2030 (included as Exhibit A to Exhibit 4.5 above) (incorporated by reference to Exhibit 4.2.1 to the Company’s Current Report on Form 8-K, filed with the Commission on July 31, 2025).
	4.7+			Form of Subordinated Debt Indenture
	4.8*			Form of Certificate for Shares of the Ramaco Resources, Inc. Preferred Stock
	4.9*			Form of Preferred Stock Certificate of Designation
	4.10*			Form of Depositary Agreement
	4.11*			Form of Depositary Receipt
	4.12*			Form of Debt Security
	4.13*			Form of Warrant Agreement
	4.14*			Form of Warrant Certificate
	4.15*			Form of Rights Agreement
	4.16*			Form of Rights Certificate
	4.17			Registration Rights Agreement, dated as of February 8, 2017, by and among Ramaco Resources, Inc. and the stockholders named therein (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the Commission on February 14, 2017).
	4.18			Shareholders’ Agreement, dated as of February 8, 2017, by and among Ramaco Resources, Inc., Yorktown Energy Partners IX, L.P., Yorktown Energy Partners X, L.P., Yorktown Energy Partners XI, L.P., Energy Capital Partners Mezzanine Opportunities Fund, LP, Energy Capital Partners Mezzanine Opportunities Fund A, LP, and ECP Mezzanine B (Ramaco IP), LP. (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the Commission on February 14, 2017).

	Exhibit No.			Description
	5.1+			Opinion of ArentFox Schiff LLP
	23.1+			Consent of Grant Thornton LLP
	23.2+			Consent of Cherry Bekaert LLP
	23.3+			Consent of Weir International, Inc.
	23.4+			Consent of ArentFox Schiff LLP (included in Exhibit 5.1)
	24.1+			Power of Attorney (see Signature Page)
	25.1+			Form T-1 Statement of Eligibility under Trust Indenture Act of 1939.
	107+			Filing Fee Table

Signatures	Title	Date
/s/ Randall W. Atkins Randall W. Atkins	Chairman, Chief Executive Officer, and Director (Principal Executive Officer)	August 5, 2025
/s/ Jeremy R. Sussman Jeremy R. Sussman	Chief Financial Officer (Principal Financial and Accounting Officer)	August 5, 2025
/s/ Bryan H. Lawrence Bryan H. Lawrence	Director	August 5, 2025
/s/ Richard M. Whiting Richard M. Whiting	Director	August 5, 2025
/s/ Patrick C. Graney, III Patrick C. Graney, III	Director	August 5, 2025
/s/ Aurelia Skipwith Giacometto Aurelia Skipwith Giacometto	Director	August 5, 2025
/s/ C. Lynch Christian III C. Lynch Christian III	Director	August 5, 2025

		Page
ARTICLE 1	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
SECTION 1.1	DEFINITIONS	1
SECTION 1.2	COMPLIANCE CERTIFICATES AND OPINIONS	7
SECTION 1.3	FORM OF DOCUMENTS DELIVERED TO TRUSTEE	8
SECTION 1.4	ACTS OF HOLDERS; RECORD DATES	8
SECTION 1.5	NOTICES, ETC., TO TRUSTEE AND COMPANY	10
SECTION 1.6	NOTICE TO HOLDERS; WAIVER	10
SECTION 1.7	CONFLICT WITH TRUST INDENTURE ACT	10
SECTION 1.8	EFFECT OF HEADINGS AND TABLE OF CONTENTS	10
SECTION 1.9	SUCCESSORS AND ASSIGNS	10
SECTION 1.10	SEPARABILITY CLAUSE	11
SECTION 1.11	BENEFITS OF INDENTURE	11
SECTION 1.12	GOVERNING LAW	11
SECTION 1.13	LEGAL HOLIDAYS	11
SECTION 1.14	INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS	11
SECTION 1.15	INDENTURE MAY BE EXECUTED IN COUNTERPARTS	11
ARTICLE 2	SECURITY FORMS	12
SECTION 2.1	FORMS GENERALLY	12
SECTION 2.2	FORM OF FACE OF SECURITY	12
SECTION 2.3	FORM OF REVERSE OF SECURITY	13
SECTION 2.4	FORM OF LEGEND FOR GLOBAL SECURITIES	16
SECTION 2.5	FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION	16
SECTION 2.6	FORM OF CONVERSION NOTICE	16
ARTICLE 3	THE SECURITIES	17
SECTION 3.1	AMOUNT UNLIMITED; ISSUABLE IN SERIES	17
SECTION 3.2	DENOMINATIONS	19
SECTION 3.3	EXECUTION, AUTHENTICATION, DELIVERY AND DATING	19
SECTION 3.4	TEMPORARY SECURITIES	21
SECTION 3.5	REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE	21
SECTION 3.6	MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES	22
SECTION 3.7	PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED	23
SECTION 3.8	PERSONS DEEMED OWNERS	23
SECTION 3.9	CANCELLATION	24
SECTION 3.10	COMPUTATION OF INTEREST	24

ARTICLE 4	SATISFACTION AND DISCHARGE	24
SECTION 4.1	SATISFACTION AND DISCHARGE OF INDENTURE	24
SECTION 4.2	APPLICATION OF TRUST MONEY	25
ARTICLE 5	REMEDIES	25
SECTION 5.1	EVENTS OF DEFAULT	25
SECTION 5.2	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT	26
SECTION 5.3	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE	27
SECTION 5.4	TRUSTEE MAY FILE PROOFS OF CLAIM	27
SECTION 5.5	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES	27
SECTION 5.6	APPLICATION OF MONEY COLLECTED	28
SECTION 5.7	LIMITATION ON SUITS	28
SECTION 5.8	UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST AND TO CONVERT	28
SECTION 5.9	RESTORATION OF RIGHTS AND REMEDIES	28
SECTION 5.10	RIGHTS AND REMEDIES CUMULATIVE	29
SECTION 5.11	DELAY OR OMISSION NOT WAIVER	29
SECTION 5.12	CONTROL BY HOLDERS	29
SECTION 5.13	WAIVER OF PAST DEFAULTS	29
SECTION 5.14	UNDERTAKING FOR COSTS	30
SECTION 5.15	WAIVER OF USURY, STAY OR EXTENSION LAWS	30
ARTICLE 6	THE TRUSTEE	30
SECTION 6.1	CERTAIN DUTIES AND RESPONSIBILITIES	30
SECTION 6.2	NOTICE OF DEFAULTS	30
SECTION 6.3	CERTAIN RIGHTS OF TRUSTEE	31
SECTION 6.4	NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES	31
SECTION 6.5	MAY HOLD SECURITIES AND ACT AS TRUSTEE UNDER OTHER INDENTURES	31
SECTION 6.6	MONEY HELD IN TRUST	32
SECTION 6.7	COMPENSATION AND REIMBURSEMENT	32
SECTION 6.8	CONFLICTING INTERESTS	32
SECTION 6.9	CORPORATE TRUSTEE REQUIRED; ELIGIBILITY	32
SECTION 6.10	RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR	33
SECTION 6.11	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR	34

SECTION 6.12	MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS	34
SECTION 6.13	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY	35
SECTION 6.14	APPOINTMENT OF AUTHENTICATING AGENT	35
ARTICLE 7	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	36
SECTION 7.1	COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS	36
SECTION 7.2	PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS	36
SECTION 7.3	REPORTS BY TRUSTEE	36
SECTION 7.4	REPORTS BY COMPANY	37
ARTICLE 8	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	37
SECTION 8.1	COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS	37
SECTION 8.2	SUCCESSOR SUBSTITUTED	37
ARTICLE 9	SUPPLEMENTAL INDENTURES	38
SECTION 9.1	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS	38
SECTION 9.2	SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS	39
SECTION 9.3	EXECUTION OF SUPPLEMENTAL INDENTURES	39
SECTION 9.4	EFFECT OF SUPPLEMENTAL INDENTURES	40
SECTION 9.5	CONFORMITY WITH TRUST INDENTURE ACT	40
SECTION 9.6	REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES	40
ARTICLE 10	COVENANTS	40
SECTION 10.1	PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST	40
SECTION 10.2	MAINTENANCE OF OFFICE OR AGENCY	40
SECTION 10.3	MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST	40
SECTION 10.4	STATEMENT BY OFFICERS AS TO DEFAULT	41
SECTION 10.5	EXISTENCE	41
SECTION 10.6	WAIVER OF CERTAIN COVENANTS	42
ARTICLE 11	REDEMPTION OF SECURITIES	42
SECTION 11.1	APPLICABILITY OF ARTICLE	42
SECTION 11.2	ELECTION TO REDEEM; NOTICE TO TRUSTEE	42
SECTION 11.3	SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED	42
SECTION 11.4	NOTICE OF REDEMPTION	43
SECTION 11.5	DEPOSIT OF REDEMPTION PRICE	44
SECTION 11.6	SECURITIES PAYABLE ON REDEMPTION DATE	44
SECTION 11.7	SECURITIES REDEEMED IN PART	44

ARTICLE 12	SINKING FUNDS	44
SECTION 12.1	APPLICABILITY OF ARTICLE	44
SECTION 12.2	SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES	45
SECTION 12.3	REDEMPTION OF SECURITIES FOR SINKING FUND	45
ARTICLE 13	DEFEASANCE AND COVENANT DEFEASANCE	45
SECTION 13.1	COMPANY’S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE	45
SECTION 13.2	DEFEASANCE AND DISCHARGE	45
SECTION 13.3	COVENANT DEFEASANCE	46
SECTION 13.4	CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE	46
SECTION 13.5	DEPOSITED MONEY, U.S. GOVERNMENT OBLIGATIONS AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; MISCELLANEOUS PROVISIONS	48
SECTION 13.6	REINSTATEMENT	48
ARTICLE 14	CONVERSION OF SECURITIES	49
SECTION 14.1	APPLICABILITY OF ARTICLE	49
SECTION 14.2	EXERCISE OF CONVERSION PRIVILEGE	49
SECTION 14.3	NO FRACTIONAL SHARES	49
SECTION 14.4	ADJUSTMENT OF CONVERSION PRICE OR CONVERSION RATE	50
SECTION 14.5	NOTICE OF CERTAIN CORPORATE ACTIONS	50
SECTION 14.6	RESERVATION OF SHARES OF COMMON STOCK	51
SECTION 14.7	PAYMENT OF CERTAIN TAXES UPON CONVERSION	51
SECTION 14.8	NONASSESSABILITY	51
SECTION 14.9	PROVISION IN CASE OF CONSOLIDATION, MERGER OR SALE OF ASSETS	51
SECTION 14.10	DUTIES OF TRUSTEE REGARDING CONVERSION	52
SECTION 14.11	REPAYMENT OF CERTAIN FUNDS UPON CONVERSION	52
ARTICLE 15	SUBORDINATION OF SECURITIES	52
SECTION 15.1	AGREEMENT OF SUBORDINATION	52
SECTION 15.2	PAYMENTS TO HOLDERS	53
SECTION 15.3	SUBROGATION OF SECURITIES	54
SECTION 15.4	AUTHORIZATION TO EFFECT SUBORDINATION	55
SECTION 15.5	NOTICE TO TRUSTEE	55
SECTION 15.6	TRUSTEE’S RELATION TO SENIOR DEBT	56
SECTION 15.7	NO IMPAIRMENT OF SUBORDINATION	56

SECTION 15.8	CERTAIN CONVERSIONS/EXCHANGES DEEMED PAYMENT	56
SECTION 15.9	ARTICLE APPLICABLE TO PAYING AGENTS	57
SECTION 15.10	SENIOR DEBT ENTITLED TO RELY	57
SECTION 15.11	RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT	57
SECTION 15.12	TRUST MONIES NOT SUBORDINATED	57

	RAMACO RESOURCES, INC.

	By:

	Title:

YEAR	REDEMPTION PRICE FOR REDEMPTION THROUGH OPERATION OF THE SINKING FUND	REDEMPTION PRICE FOR REDEMPTION OTHER THAN THROUGH OPERATION OF THE SINKING FUND

	Signature(s) must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15.


	Signature Guaranty


	(Name)		Social Security or Other Taxpayer Identification Number


	Please print Name and Address (including zip code)

	RAMACO RESOURCES, INC.

	By:
	Title:


	as Trustee

	By:
	Title:

	ArentFox Schiff LLP
	1717 K Street, NW
	Washington, DC 20006


	202.857.6000         Main
	202.857.6395         Fax


	afslaw.com

N/A	51-0054940
(Jurisdiction of incorporation of organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)

ITEM 1.	GENERAL INFORMATION.

	Furnish the following information as to the trustee:

The trustee is authorized to exercise corporate trust powers.

ITEM 2.	AFFILIATIONS WITH THE OBLIGORS.

	If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and information available to the trustee, the obligor is not an affiliate of the trustee.

ITEM 16.	LIST OF EXHIBITS.

	Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

Exhibit 1.	A copy of the articles of association of the trustee as now in effect.
Exhibit 2.	Not applicable.
Exhibit 3.	Not applicable.
Exhibit 4.	A copy of the existing bylaws of the trustee, or instruments corresponding thereto.
Exhibit 5.	Not applicable.
Exhibit 6.	The consents of United States institutional trustees required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

	By:	/s/ Patrick J. Healy
	Name:	Patrick J. Healy
	Title:	Senior Vice President

	IN TESTIMONY WHEREOF, today, July 29, 2015, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.

	/s/ Thomas J. Curry
	Comptroller of the Currency

Attest:		By:
	Secretary of the Savings Bank		President or Chief Executive Officer of the Savings Bank

Declared effective this 4th day of December, 1986.
			Federal Home Loan Bank Board

Attest:		By:
	Secretary to the Board		Associate General Counsel for Conversions

	WILMINGTON SAVINGS FUND SOCIETY, FEDERAL SAVINGS BANK

	By:	/s/ Marvin N. Schoenhals
		Marvin N. Schoenhals, President

	Very truly yours,

	WILMINGTON SAVINGS FUND SOCIETY, FSB

	/s/ Patrick J. Healy
	Patrick J. Healy
	Senior Vice President