NOTE 8—EQUITY

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. We are authorized to issue up to a total of 225,000,000 shares of Class A common stock and 35,000,000 shares of Class B common stock as well as 50,000,000 shares of preferred stock, each having a par value of $0.01 per share.

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:

​

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.

​

Shares of Class A common stock have no preemptive or conversion rights and are not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to Class A common stock. The Board of Directors 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. If conversion were to have occurred on December 31, 2025, the Company would have issued approximately 7.2 million shares of Class A common stock and potential common shares of Class A in exchange for Class B common shares and unvested awards.

​

The initial distribution of the tracking stock was recorded as a stock dividend at fair value, which was estimated to be $11.00 per share based on the closing price of Class B shares on the first day of regular-way trading. The effect of the equity restructuring was a $102.9 million reduction in retained earnings and an increase of $102.9 million to Class B common stock and additional paid-in capital during the second quarter of 2023. The Company initially distributed 8,201,956 shares of Class B common shares as well as additional restricted stock, restricted stock units, and performance stock units discussed below.

​

Class A Common Stock Issuance

On August 7, 2025, the Company completed an underwritten public offering, with Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC as underwriters, relating to the issuance of 10,666,667 shares of the Company’s Class A common stock at a price to the public of $18.75 per share. The Underwriters purchased the shares of common stock at a price of $17.71875 per share. The net proceeds were approximately $188.1 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds for the development of our rare earth elements and critical minerals project, for strategic growth opportunities, and for general corporate purposes.

​

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 (the “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 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. As of December 31, 2025, the Company had not repurchased any shares under the 2025 Stock Repurchase Program.

​

Stock-Based Compensation Awards

Outstanding stock-based awards were reclassified to Class A common stock as part of the equity restructuring discussed above. In addition, pursuant to the terms of the Company’s outstanding stock-based awards, equitable adjustments were made in accordance with such terms, as discussed below, based on the same factor of 0.2 for every outstanding award. Since there were no changes in fair value, vesting conditions, or award classification, no incremental compensation expense resulted.

Our Long-Term Incentive Plan (“LTIP”) is currently authorized by shareholders for the issuance of awards of up to approximately 10.9 million shares of common stock. As of December 31, 2025, there were approximately 3.3 million shares of common stock available for grant under the LTIP.

In general, granted but unvested shares are forfeited upon termination of employment, unless an employee enters into another written arrangement. However, exceptions exist under certain circumstances upon a change in control event. Granted but unvested shares may not be sold, assigned, transferred, pledged or otherwise encumbered.

As of December 31, 2025, we had four types of stock-based awards outstanding: stock options, restricted stock, restricted stock units, and performance stock units. Stock-based compensation expense for all stock-based awards totaled $17.6 million in 2025, $17.5 million in 2024, and $12.9 million in 2023.

The following table summarizes the remaining stock-based awards outstanding, as well as activity for the periods:

​

​

The total fair value of awards vested was $6.8 million during 2025, $28.9 million during 2024, and $19.7 million during 2023, excluding the fair value of shares to be issued in 2025 for PSUs with an evaluation period ending on December 31, 2025, which was $10.3 million.

Stock Options—We granted options for the purchase of a total of 937,424 shares of our common stock for $5.34 per share to two executives on August 31, 2016. The options have a ten-year term from the grant date and are fully vested. During the third quarter of 2022, options to purchase 20,000 shares of common stock options with an intrinsic value of $0.1 million were exercised, leaving a balance of options to purchase 917,424 shares of common stock at December 31, 2022. During 2023, stock options of 183,484 shares of Class B awards were distributed to these individuals under the equitable adjustments discussed above. During the fourth quarter of 2023, options to purchase 168,712 shares of Class A common stock were exercised and stock options for 33,742 shares of Class B common stock were exercised having a combined intrinsic value of $2.6 million. The remaining options outstanding and unexercised at December 31, 2023 were 748,712 for Class A common stock and 149,742 for Class B common stock. During the third quarter of 2024, options to purchase 100,000 shares of Class A common stock were exercised and stock options for 20,000 shares of Class B common stock were exercised having a combined intrinsic value of $0.6 million. During the fourth quarter of 2024, stock options of 12,034 were distributed to these individuals for the non-cash dividend and stock dividend discussed later in this note. During the third quarter of 2025, options to purchase 150,000 shares of Class A common stock were exercised and stock options for 30,000 shares of Class B common stock were exercised having a combined intrinsic value of $0.8 million. The remaining options outstanding and unexercised at December 31, 2025 were 498,712 for Class A common stock and 108,697 for Class B common stock, which were in-the-money at December 31, 2025, having a total intrinsic value of $2.7 million. No compensation expense was recognized for these awards in 2025, 2024, or 2023 as the awards became fully vested in previous years.

Restricted Stock—We grant shares of restricted stock to certain senior executives, key employees and directors. These shares vest over approximately one to three and a half years from the date of grant. During the vesting period, the participants have voting rights and may receive dividends. Upon vesting, the restricted stock becomes unrestricted common shares. The fair value of the restricted stock on the date of the grant is amortized ratably over the service period. At December 31, 2025, there was $2.7 million of total unrecognized compensation cost related to unvested restricted stock to be recognized over a weighted-average period of 1.9 years. The fair value of restricted stock awards that vested during 2025 was $1.3 million for Class A awards and $0.1 million for Class B awards. The fair value of the outstanding restricted stock awards was $8.4 million for Class A awards and $0.3 million for Class B awards based on the year-end 2025 closing stock prices.

Restricted Stock Units—We grant shares of restricted stock units to certain senior executives and key employees. These share units vest ratably over approximately three years from the date of grant. 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. Upon vesting and within 30 days thereafter, the recipient will receive one share of common stock for each stock unit.

The grant date fair values of restricted stock units are recognized ratably over the service period. At December 31, 2025, there was $5.9 million of total unrecognized compensation cost related to unvested restricted stock units to be recognized over the weighted average period of 2.1 years. The fair value of restricted stock unit awards that vested during 2025 was $2.6 million for Class A awards and $0.3 million for Class B awards. The fair value of the outstanding restricted stock unit awards was $18.9 million for Class A awards and $0.6 million for Class B awards based on the year-end 2025 closing stock prices.

Performance Stock Units—We grant shares of performance stock units to certain senior executives and key employees. These share units 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 have the potential to 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. Upon vesting and within 30 days thereafter, the recipient will receive one share of common stock for each stock unit.

The Company’s performance stock units were valued relative to the stock price performance of a peer group of companies, which was based on a Monte Carlo simulation. The fair value of the performance stock units on the date of the grant is recognized ratably over the service period. At December 31, 2025, there was $10.5 million of total unrecognized compensation cost related to unvested performance stock units to be recognized over the weighted average period of 1.7 years. The fair value of performance stock unit awards that vested during 2025 was $2.2 million for Class A awards and $0.3 million for Class B awards. The combined fair value of the outstanding performance stock units for both classes, at target, was $18.7 million at December 31, 2025, excluding the fair value of the awards with an evaluation period that concluded on December 31, 2025 of $10.3 million.

Performance stock units originally granted in 2022 were modified during the first quarter of 2023. Modifications to these awards were made up primarily of changes in the composition of the peer group as well as changes in the way relative total shareholder return is evaluated against the updated peer group. The modification resulted in incremental fair value of $1.2 million, which was recognized as expense over 2023 and 2024.

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.

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 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).

Taxes Related to Stock Awards—The Company routinely allows employees to surrender common stock to pay estimated taxes upon the vesting or exercise of stock-based compensation awards. The value of common stock tendered by employees is determined based on the price of the Company’s common stock at the time of relinquishment. Employees surrendered approximately 0.1 million total shares for $3.5 million, 0.9 million total shares for $10.6 million, and 0.2 million total shares for $3.2 million during 2025, 2024, and 2023, respectively. There were no other repurchases of common shares.

Capped Call Transactions

In connection with the 2031 Convertible Senior Notes Offering described in Note 6, the Company purchased privately negotiated capped calls with certain financial institutions pursuant to capped call confirmations (collectively the “capped calls”). The capped calls each have an initial strike price of $32.7375 per share, subject to certain adjustments, which corresponds to the initial conversion price of each of the 2031 Convertible Senior Notes. The number of shares underlying the capped calls is approximately 10.5 million shares of Class A common stock. The capped calls have an initial cap price of $54.5625 per share, subject certain adjustments. By entering into the capped calls, the Company expects to reduce the potential dilution to its common stock (or, in the event the conversion is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion its stock price exceeds the conversion price under the Convertible Notes. The capped calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including a merger event, a tender offer, and a nationalization, insolvency or delisting involving the Company. Additionally, the capped calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including changes in law, insolvency filings, and hedging disruptions. As the capped calls represent separate transactions from the 2031 Convertible Senior Notes and qualify for a scope exception from derivative accounting for instruments that are both indexed to the issuer’s own stock and classified in stockholder’s equity in the Consolidated Balance Sheets, the aggregate amount paid for the capped calls of $32.8 million, inclusive of the premium, was recorded as a reduction to Additional paid-in capital in the Consolidated Balance Sheets and will not be remeasured. As of December 31, 2025, we have not exercised any capped calls.

​

Dividends

​

On December 8, 2022, the Company announced that the Board of Directors declared a quarterly cash dividend of $0.1250 per share of Class A common stock, which was paid on March 15, 2023 to shareholders of record on March 1, 2023.

​

On April 12, 2023, the Company announced that the Board of Directors declared a cash dividend of $0.1250 per share of Class A common stock, which was paid on June 15, 2023 to shareholders of record on June 1, 2023.

​

On July 31, 2023, the Company announced that the Board of Directors declared a cash dividend of $0.1250 per share of Class A common stock and a cash dividend of $0.1654 per share of Class B common stock, which were each paid on September 15, 2023 to shareholders of record for each respective class of securities as of September 1, 2023.

​

On October 16, 2023, the Company announced that the Board of Directors declared a cash dividend of $0.1250 per share of Class A common stock and a cash dividend of $0.2487 per share of Class B common stock, which were each paid on December 15, 2023 to shareholders of record for each respective class of securities as of December 1, 2023.

​

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.

​

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.

​

On May 8, 2024, the Company announced that the Board of Directors declared cash dividends of $0.1375 per share of Class A common stock and $0.2376 per share of Class B common stock, both of which were paid on June 15, 2024 to shareholders of record on June 1, 2024.

​

On August 7, 2024, the Company announced that the Board of Directors declared cash dividends of $0.1375 per share of Class A common stock, and a $0.2246 per share of Class B common stock, both of which were paid on September 13, 2024 to shareholders of record on August 30, 2024.

​

On November 20, 2024, the Company announced that the Board of Directors declared cash dividends of $0.1375 per share of Class A common stock and $0.2364 per share of Class B common stock, both of which were paid on December 16, 2024 to shareholders of record on December 2, 2024.

​

On December 5, 2024, the Company announced that the Board of Directors declared a quarterly stock dividend of $0.1375 per share of Class A common stock to be payable on March 14, 2025 to shareholders of record as of February 28, 2025. Class A holders received 0.015537 of one share of Class B common stock for each share of Class A common stock held on the record date which was determined by dividing $0.1375 by the February 28, 2025 Class B closing price of $8.85.

​

On February 18, 2025, the Company announced that 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 Company announced that the Board of Directors declared a reduced quarterly stock dividend of $0.06875 per share of Class A common stock to be payable on June 13, 2025 to shareholders of record as of May 30, 2025. Class A holders received 0.009228 of one share of Class B common stock for each share of Class A common stock held on the record date which was determined by dividing $0.06875 by the May 30, 2025 Class B closing price of $7.45.

On May 12, 2025, the Company announced that the Board of Directors declared a quarterly cash dividend of $0.1811 per share on the Company’s Class B common stock. The second quarter dividend was paid on June 13, 2025, to shareholders of record on May 30, 2025.

At the July 2025 Board meeting, the decision was made to suspend the quarterly Class A stock dividend.

On August 22, 2025, the Company announced that the Board of Directors declared a quarterly stock dividend of $0.1918 per share on the Company’s Class B common stock to be payable on September 19, 2025 to shareholders of record on September 5, 2025. Class B holders received 0.011988 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 $0.1918 by the September 5, 2025 Class B closing price of $16.00.

On November 14, 2025, the Company announced that the Board of Directors declared a quarterly stock dividend of $0.1780 per share on the Company’s Class B common stock to be payable on December 19, 2025 to shareholders of record on December 5, 2025. Class B holders received 0.014390 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 $0.1780 by the December 5, 2025 Class B closing price of $12.37.