8-K
Ramaco Resources, Inc. (METC)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):December 23, 2025
Ramaco Resources, Inc.
(Exact name of Registrant as specified in itsCharter)
| Delaware | 001-38003 | 38-4018838 |
|---|---|---|
| (State or other jurisdiction <br> of incorporation) | (Commission File Number) | (IRS Employer <br><br>Identification No.) |
250 West Main Street, Suite 1900
Lexington, Kentucky 40507
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(859) 244-7455
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
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 |
| 8.375% Senior Notes due 2029 | METCZ | Nasdaq Global Select Market |
| 8.250% Senior Notes due 2030 | METCI | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item7.01. Regulation FD Disclosure.
On December 23, 2025, Ramaco Resources, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that the Company’s board of directors (the “Board”) authorized a share repurchase program for up to $100 million of the Company’s Class A common stock over a period of 24 months. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
None of the information furnished in this Item 7.01 or the accompanying Exhibit 99.1 will be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933 (the “Securities Act”), as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item8.01. Other Events
On December 23, 2025, the Board authorized a share repurchase program for up to $100 million of the currently outstanding shares of the Company’s Class A common stock over a period of 24 months. Under the stock repurchase program, the Company may repurchase shares through open market purchases, privately-negotiated transactions, block purchases or otherwise. The Board also authorized the Company to enter into written trading plans under Rule 10b-18 of the Exchange Act with a third-party broker to facilitate the repurchase of its Class A common stock pursuant to its share repurchase program.
The Company cannot predict when or if it will repurchase any shares of Class A common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any written trading plans, price, general business and market conditions, and alternative investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
This Form 8-K and press release attached hereto as Exhibit 99.1 contains forward-looking statements regarding future events and future results that are subject to the safe harbors created under the Securities Act and Exchange Act. All statements other than statements of historical facts included or referenced in this press release regarding the Company’s share repurchases, financial position, capital allocation, and industry conditions are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company’s control) that could cause actual results to differ materially from those set forth in the forward-looking statements.
Item9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued by Ramaco Resources, Inc. dated December 23, 2025 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
1
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 hereunto duly authorized.
| Ramaco Resources, Inc. | ||
|---|---|---|
| By: | /s/ Randall W. Atkins | |
| Name: | Randall W. Atkins | |
| Title: | Chairman and Chief Executive Officer |
Date: December 23, 2025
2
Exhibit 99.1
Ramaco Announces $100 Million Stock RepurchasePlan
LEXINGTON, Ky., Dec. 23, 2025 /PRNewswire/ -- Ramaco Resources, Inc. (NASDAQ: METC, METCB, “Ramaco” or the “Company”) today announced that the Board of Directors has authorized the initiation of a share repurchase program of up to $100 million of the currently outstanding shares of the Company’s Class A common stock over a period of 24 months. The Board also authorized the Company to enter into written trading plans under the Securities Exchange Act of 1934, as amended, to facilitate the repurchase of its common stock pursuant to its share repurchase program.
“We’re excited to introduce a share repurchase program as another means of returning capital to our shareholders, which we are introducing as a matter of good corporate governance” said Randall Atkins, Chairman and CEO of Ramaco. “With the closing of Ramaco’s previously-announced $600 plus million (before fees) in capital raises in the second half of 2025, we are well-positioned to pursue opportunities to unlock value and maximize shareholder returns. The share repurchase program highlights our confidence in our continued operational performance as well as financial strength.”
The shares may be repurchased by the Company from time to time in open market transactions, through block trades, in privately negotiated transactions or by other means in accordance with federal securities laws. The timing, as well as the number and value of shares repurchased under the program, will be determined by the Company at its discretion and will depend on a variety of factors, including management’s assessment of the intrinsic value of the Company’s common stock, the market price of the Company’s common stock, general market and economic conditions, available liquidity, compliance with the Company’s debt and other agreements, applicable legal requirements, and other considerations.
The Company intends to purchase shares under the repurchase program opportunistically with available funds while maintaining sufficient liquidity to fund its capital development program. The repurchase program does not obligate Ramaco to purchase stock, and may be suspended from time to time, modified, extended or discontinued by the Board of Directors at any time. Any stock purchased as part of this program will no longer be outstanding and will be available for future issuances by Ramaco.
ABOUT RAMACO RESOURCES
Ramaco Resources, Inc. is a dual platform critical mineral company that is both an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia, and a developing producer of coal, rare earth and critical minerals in Wyoming. The Company’s executive offices are in Lexington, Kentucky, with operational offices in Charleston, West Virginia and Sheridan, Wyoming. The Company currently has four active metallurgical coal mining complexes in Central Appalachia and one coal mine and rare earth development near Sheridan, Wyoming in the initial stages of production.
In 2023, the Company announced that a major deposit of primary magnetic rare earths and critical minerals was discovered at its mine near Sheridan, Wyoming. Contiguous to the Wyoming mine, the Company currently operates a carbon research and pilot facility related to the development and production of advanced carbon products and materials derived from coal. In connection with these activities, it holds a body of roughly 76 intellectual property patents, pending applications, exclusive licensing agreements and various trademarks.
News and additional information about Ramaco Resources, including filings with the Securities and Exchange Commission, are available at https://www.ramacoresources.com. For more information, contact investor relations at (859) 244-7455.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this news release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Ramaco Resources’ expectations or beliefs concerning guidance, future events, anticipated revenue, future demand and production levels, macroeconomic trends, the development of ongoing projects, costs and expectations regarding operating results, and it is possible that the results described in this news release will not be achieved.
These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Ramaco Resources’ control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
These factors include, without limitation, unexpected delays in our current mine development activities, the ability to successfully increase production at our existing met coal complexes in accordance with the Company’s growth initiatives, failure of our sales commitment counterparties to perform, increased government regulation of coal in the United States or internationally, the impact of tariffs imposed by the United States and foreign governments, the further decline of demand for coal in export markets and underperformance of the railroads, the Company’s ability to successfully develop the Brook Mine rare earth elements and critical minerals project, including whether the Company’s exploration target and estimates for such mine are realized, the timing of the initial production of rare earth concentrates, the development of a pilot and ultimately a full scale commercial processing facility. Mineral resources are not mineral reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves. There is no certainty that any part of the estimated mineral resources at Brook Mine will be converted into mineral reserves in the future. Rare earth and critical minerals is a new initiative for us and, as such, has required and will continue to require us to make significant investments to build out our rare earth capabilities.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Ramaco Resources does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Ramaco Resources to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements found in Ramaco Resources’ filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The risk factors and other factors noted in Ramaco Resources’ SEC filings could cause its actual results to differ materially from those contained in any forward-looking statement.
POINT OF CONTACT
INVESTOR RELATIONS: info@ramacometc.com or 859-244-7455