8-K
Ramaco Resources, Inc. (METC)
UNITED STATES
SECURITIES 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):September 15, 2025
Ramaco Resources, Inc.
(Exact name of Registrant as specified in itsCharter)
| Delaware | 001-38003 | 38-4018838 |
|---|---|---|
| (State or other jurisdiction of<br><br>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 Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under 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. ☐
Item 5.02. Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 15, 2025, the Board of Directors (the “Board”) of Ramaco Resources, Inc. (the “Company”) approved the appointment of Michael R. Graney to serve as a member of the Board effective September 15, 2025, with a term expiring at the Company’s annual meeting of stockholders in 2026 or his earlier death, resignation, disqualification, or removal. The Board has affirmatively determined that Mr. Graney is an independent director in accordance with the standards for independence set forth in the Nasdaq Stock Market Rules and that he also qualifies to serve on the Compensation Committee of the Board. Effective September 15, 2025, Mr. Graney will serve on the Compensation Committee, Nominating and Corporate Governance Committee, and Finance and Investment Committee.
In connection with his service as an independent director, Mr. Graney will receive independent director compensation commensurate with the Company’s other independent directors as described in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 30, 2025. There are no arrangements or understandings between Mr. Graney and any other person pursuant to which he was selected as a director. Mr. Graney does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to be a director or executive officer. There are no transactions in which Mr. Graney has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Graney will enter into an indemnification agreement in the form entered into with the Company’s other directors and executive officers effective, as of the effective date of his appointment to the Board (the “Indemnification Agreement”), which requires the Company to indemnify Mr. Graney to the fullest extent permitted under Delaware law against liability that may arise by reason of his service to the Company, and to advance certain expenses incurred as a result of any proceeding against him as to which he could be indemnified. The form of indemnification agreement is filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-215363), as originally filed on January 11, 2017.
Item 7.01. Regulation FD Disclosure.
On September 16, 2025, the Company issued a press release announcing Mr. Graney’s appointment to the Board (the “Press Release”). 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, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-215363), as originally filed on January 11, 2017 |
| 99.1 | Press Release issued by Ramaco Resources, Inc. dated September 16, 2025 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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: September 16, 2025
2
Exhibit 99.1
Ramaco Announces Appointment of Mike Graneyto Board of Directors
Lexington, KY, September 16, 2025 /PRNewswire/ -- Ramaco Resources, Inc. (NASDAQ: METC, METCB, “Ramaco” or the “Company”) a leading employer and metallurgical coal producer in West Virginia and Virginia, and a rare earth and critical minerals developer in Wyoming, today announced that Mike Graney has been appointed an independent member to its Board of Directors effective September 15, 2025.
With over 35 years of experience as an entrepreneur, business leader, and executive in our principal area of operations, Mike Graney brings a wealth of expertise in economic development, energy, and community service. Most recently, Graney served as Executive Director and Acting Cabinet Secretary of the West Virginia Department of Economic Development, where he oversaw state government programs focused on improving the economic well-being of West Virginia through new business attraction, job growth, and strategic community development.
Throughout his career, Graney has held leadership roles in both the public and private sectors, including President of One Stop, a multi-unit convenience store, fuel, and food service business operating throughout West Virginia, and Director of Wholesale Operations for Cross America Partners LP. His extensive background includes managing large-scale operations, driving business growth, and fostering collaboration across industries.
“We are thrilled to welcome Mike Graney to Ramaco’s Board of Directors,” said Randall Atkins, Chairman and Chief Executive Officer for Ramaco. “Mike’s distinguished career in economic development and the energy sector, combined with his proven leadership and dedication to the state of West Virginia, make him an invaluable addition to our team. His experience overseeing statewide economic initiatives, supporting business growth, and fostering community partnerships aligns perfectly with Ramaco’s mission. Mike’s analytical approach, creative problem-solving, and passion for service will help guide Ramaco as we continue to invest in the future of our metallurgical coal business and our Brook Mine rare earth and critical minerals project.”
“I’m honored to join the Board and contribute my experience in energy and economic development to support Ramaco’s strategic direction,” said Mike Graney. With Ramaco’s unique dual critical minerals platform positioning as a leading metallurgical coal producer and now developer of our nation’s first new rare earth mine, Ramaco is poised for significant growth—and I’m excited to be part of that journey.”
ABOUT RAMACO RESOURCES
Ramaco Resources, Inc. is 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. Its 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 development rare earth and coal mine 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 operates a carbon research and pilot facility related to the production of advanced carbon products and materials 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.