3.VARIABLE INTEREST ENTITIES

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AllDale I & II and Cavalier Minerals

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We own the general partner interests and, including the limited partner interests we hold through our ownership in Cavalier Minerals JV, LLC (“Cavalier Minerals”), approximately 97% of the limited partner interests in AllDale Minerals LP (“AllDale I”) and AllDale Minerals II, LP (“AllDale II”, and collectively with AllDale I, “AllDale I & II”). As the general partner of AllDale I & II, we are entitled to receive 20.0% of all distributions from AllDale I & II with the remaining 80.0% allocated to limited partners based upon ownership percentages.

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Cavalier Minerals owns approximately 72% of the limited partner interests in AllDale I & II. We own the managing member interest and a 96% member interest in Cavalier Minerals. Bluegrass Minerals Management, LLC (“Bluegrass Minerals”) owns a 4% member interest in Cavalier Minerals and a profits interest which entitles it to receive distributions equal to 25% of all distributions (including in liquidation).

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We have concluded that AllDale I, AllDale II and Cavalier Minerals are variable interest entities (“VIEs”) which we consolidate as the primary beneficiary because we have the power to direct the activities that most significantly impact the economic performance of AllDale I, AllDale II and Cavalier Minerals in addition to having substantial equity ownership.

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Our share of Cavalier Minerals’ investment in AllDale I & II is eliminated in consolidation and Bluegrass Minerals’ investment in Cavalier Minerals is accounted for as noncontrolling ownership interest on our condensed consolidated balance sheets. Additionally, earnings attributable to Bluegrass Minerals are recognized as noncontrolling interest in our condensed consolidated statements of income.

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The following table presents the carrying amounts and classification of AllDale I & II’s assets and liabilities included in our condensed consolidated balance sheets:

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AllDale III

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AllDale III owns oil & gas mineral interests in areas around the oil & gas mineral interests we own. As of June 30, 2026, Alliance Minerals owned a 13.9% limited partner interest in AllDale III. Alliance Minerals’ investment in AllDale III was subject to a 25% profits interest for the general partner that was subject to a return hurdle equal to the greater of 125% of cumulative capital contributions and a 10% internal rate of return, and following an 80/20 “catch-up” provision for the general partner.

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We concluded that AllDale III was a VIE that we did not consolidate. AllDale III is structured as a limited partnership with the limited partners (1) not having the ability to remove the general partner and (2) not participating significantly in operational decisions. We were not the primary beneficiary of AllDale III because we did not have the power to direct the activities that most significantly impact AllDale III’s economic performance. At June 30, 2026 and December 31, 2025, the carrying value of our investment in AllDale III was $20.1 million and $21.0 million, respectively.

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As discussed in Note 1 – Organization and Presentation, on July 1, 2026, Alliance Minerals acquired certain general partner and limited partner interests in AllDale III & IV. At the same time, related parties of Mr. Craft also acquired limited partner interests in AllDale III.  As the result of these acquisitions and the pre-existing ownership of interests in AllDale III by Alliance Minerals and related parties of Mr. Craft, all of the general partner and limited partner interests in AllDale III were owned by either Alliance Minerals or related parties of Mr. Craft. Following the acquisitions, the parties entered into Contribution and Exchange Agreements by which they exchanged those interests for limited partner interests in AllDale III, eliminated the pre-existing profits interest attributable to the general partner interests, and assigned a non-economic general partner interest to a subsidiary of ARLP.  As a result, we hold 100% of the non-economic general partner interest and 46.92% of the limited partner interests in AllDale III. Beginning in the third quarter of 2026 we expect these transactions to lead us to start consolidating AllDale III as the primary beneficiary because we will have the power to direct the activities that most significantly impact the economic performance of AllDale III. See Note 17 – Related-Party Transactions for more information about the Contribution and Exchange Agreements.

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NGP ET IV

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We have committed to purchase $25.0 million of limited partner interests in NGP Energy Transition, L.P. (“NGP ET IV”), a private equity fund focused on investments that are part of the energy transition. This commitment represents a 3.6% interest in NGP ET IV. As of June 30, 2026, our commitment was $12.4 million, which include distributions we have received that may be recalled.  

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We have concluded that NGP ET IV is a VIE that we do not consolidate. NGP ET IV is structured as a limited partnership with limited partners (i) not having the ability to remove the general partner and (ii) not participating significantly in operational decisions. We are not the primary beneficiary of NGP ET IV because we do not have the power to direct the activities that most significantly impact NGP ET IV’s economic performance. At June 30, 2026 and December 31, 2025, the carrying value of our investment in NGP ET IV was $18.0 million and $13.4 million, respectively.

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Gavin Generation

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We have committed to invest up to $25.0 million of limited partner interests in Gavin Generation Holdings A, LP (“Gavin Generation”). Gavin Generation owns, indirectly, an interest in a joint venture holding company formed with a third-party that indirectly owns and operates a coal-fired power plant. This commitment represents an interest of 5.4% in Gavin Generation (based on total commitments). As of June 30, 2026, our commitment was $17.4 million, which include distributions we have received that may be recalled. Our investment in Gavin Generation is subject to a customary profit interest in favor of the general partner after the return of capital to the limited partners and the investment generating a specified internal rate of return in favor of the limited partners.

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We have concluded that Gavin Generation is a VIE that we do not consolidate. Gavin Generation is structured as a limited partnership with the limited partners (1) not having the ability to remove the general partner and (2) not participating significantly in operational decisions. We are not the primary beneficiary of Gavin Generation because we do not have the power to direct the activities that most significantly impact Gavin Generation’s economic performance. At June 30, 2026 and December 31, 2025, the carrying value of our investment in Gavin Generation was $33.2 million and $35.2 million, respectively.

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