NOTE 7—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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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 Repurchase Program—In December 2025, the Board of Directors authorized the repurchase of up to $100 million of Company's Class A common stock over a period of 24 months (“2025 Stock Repurchase Program”). Under the 2025 Stock Repurchase Program, the Company may repurchase shares through open market purchases, privately-negotiated transactions, block purchases or otherwise. The 2025 Stock Repurchase Program does not obligate the Company to repurchase any minimum dollar amount or number of shares. The Board of Directors 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 the 2025 Stock Repurchase Program. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. As of March 31, 2026, the Company had repurchased 1,032,202 shares of its common stock under the 2025 Stock Repurchase Program at an average price per share of $14.56, including commissions.

Stock-Based Awards—Stock-based compensation expense totaled $4.9 million and $3.4 million for the three months ended March 31, 2026 and March 31, 2025, respectively. New stock-based awards granted during the first three months of 2026 were for Class A common stock. There were no Class B stock-based awards granted during the first three months of 2026.

Restricted Stock—We granted 221,797 shares of Class A restricted stock to certain senior executives, key employees, and directors during the first quarter of 2026, having a grant-date fair value of $18.10 per share. The aggregate fair value of the awards granted to employees was $3.2 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 $0.8 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 419,273 Class A restricted stock units to certain senior executives and key employees during the first quarter of 2026, having a grant-date fair value of $18.10 per share. The aggregate fair value of these awards was $7.6 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 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 2026. 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 2026, or 419,273 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 $29.18 per unit. The aggregate fair value of these awards was $12.2 million, which is recognized ratably as expense over the three-year period.

Stock Options—We granted options for the purchase of shares of our Class A common stock for $5.34 per share to two executives on August 31, 2016. During 2023, stock options of our Class B common stock were distributed to these individuals under the equitable adjustments discussed above. During the first quarter of 2026, options to purchase a total of 448,712 shares of Class A common stock and 89,742 shares of Class B common stock were exercised through a non-cash transaction having a combined intrinsic value of $2.4 million. As part of the exercise, 111,035 shares of Class A common stock and 35,313 shares of Class B common stock were surrendered for withholding taxes payable. The remaining options outstanding and unexercised at March 31, 2026 were 50,000 for Class A common stock and 12,761 for Class B common stock, which were in-the-money at March 31, 2026, having a total intrinsic value of $0.3 million.

Dividends—On February 25, 2026, the Company announced that the Board of Directors declared a stock dividend of $0.1489 per share on the Company’s Class B common stock to be payable on March 27, 2026 to shareholders of record on March 13, 2026. Class B holders received 0.014276 of one share of Class B common stock for each share of Class B common stock held on the record date which was determined by dividing $0.1489 by the March 13, 2026 Class B closing price of $10.43.