DEF 14A of Ramaco Resources, Inc., Apr 27, 2026

DEF 14A of Ramaco Resources, Inc.

Filed Apr 27, 2026 · FY20250001213900-26-047772

Open on EDGAR

  1. April 27, 2026

    | | Page | | PAY VERSUS PERFORMANCE | 43 | | SCT Compared to CAP | 43 | | Comparative Disclosure | 47 | | Financial Performance Measures | 49 | | PAY RATIO | 50 | | REPORT OF THE AUDIT, FINANCE AND INVESTMENT COMMITTEE | 51 | | ITEM 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 52 | | Changes in Independent Public Accountants | 52 | | Principal Accounting Firm Fees | 53 | | Audit Committee Policies and Procedures for Preapproval of Audit and Non-Audit Services | 53 | | ITEM 3: APPROVAL OF AN AMENDMENT TO THE RAMACO RESOURCES, INC. LONG-TERM INCENTIVE PLAN | 54 | | ITEM 4: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 62 | | GENERAL INFORMATION | 63 | | Shareholder Proposals for 2027 Annual Meeting | 63 | | Delinquent Section 16(a) Reports | 64 | | Householding of Annual Meeting Materials | 64 | | Annual Report to Shareholders | 64 | | APPENDIX A | A-1 |

  2. ITEM 1: ELECTION OF DIRECTORS

    ITEM 1: ELECTION OF DIRECTORS

  3. ITEM 1: ELECTION OF DIRECTORS

    | Nominees for Directors |

  4. ITEM 1: ELECTION OF DIRECTORS

    Our Board is currently composed of ten members. Effective April 13, 2022, the Board approved the implementation of a staggered board pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, consisting of three classes. The term of one class expires each year on the date of the annual meeting of shareholders or special meeting in lieu thereof, and any director subsequently appointed to fill a vacancy shall hold office for the remaining term of the director’s predecessor. As of the date of this proxy, each nominee for election currently serves as a director and, if elected, will serve for a term expiring on the date of the Annual Meeting of Shareholders in 2029 or the special meeting in lieu thereof. If any nominee becomes unavailable for election, the Board of Directors can name a substitute nominee, and proxies will be voted for the substitute nominee pursuant to discretionary authority.

  5. Directors

    Directors The following table sets forth information with respect to our three director nominees for election at the Annual Meeting and our seven continuing directors:

  6. Directors

    | Name | Age | Director Since | Position(s) | | Nominees Standing for Election; Term to Expire in 2029 | | | | | Bryan H. Lawrence | 83 | December 2016 | Director | | David E.K. Frischkorn Jr.* | 75 | January 2021 | Director | | Michael R. Graney* | 66 | September 2025 | Director | | Directors Not Standing for Election; Term to Expire in 2028 | | | | | Randall W. Atkins | 73 | August 2015 | Director Chairman of the Board (since August 2015) Chief Executive Officer (since January 2021) Former Chief Financial Officer (from July 2018 through May 2019) | | Richard M. Whiting* | 71 | December 2016 | Director | | Evan H. Jenkins | 65 | March 2025 | Director Vice-Chairman of the Board (since March 2025) Secretary (since February 2024) General Counsel (February 2024 through April 2025) | | Joseph Manchin III* | 78 | April 2025 | Director | | Directors Not Standing for Election; Term to Expire in 2027 | | | | | Peter Leidel | 69 | November 2019 | Director | | C. Lynch Christian III* | 74 | June 2019 | Director | | Aurelia Skipwith Giacometto* | 45 | January 2022 | Director |

  7. * Independent

    * Independent Listed below are the biographies of each director. The biographies include information regarding each individual’s service as a director of the Company, business experience, director positions at public companies held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused the Board of Directors to determine that the person should serve as a director for the Company. No current director or executive officer has any family relationship with any other executive officer, director, or director nominee.

  8. NOMINEES STANDING FOR ELECTION; TERM TO EXPIRE IN 2029

    NOMINEES STANDING FOR ELECTION; TERM TO EXPIRE IN 2029

  9. NOMINEES STANDING FOR ELECTION; TERM TO EXPIRE IN 2029

    | BRYAN H. LAWRENCE | | | Bryan H. Lawrence, age 83, has served as a member of our Board since December 2016. Mr. Lawrence is a founder and senior manager of Yorktown Partners LLC (“Yorktown Partners”), which manages the Yorktown group private equity partnerships with approximately $5.0 billion of capital under management that invest in the energy industry. The Yorktown partnerships were formerly affiliated with the investment firm of Dillon, Read & Co. Inc. where Mr. Lawrence had been employed since 1966, serving as a Managing Director until the merger of Dillon Read with SBC Warburg in September 1997. Mr. Lawrence also serves as a director of publicly traded Epsilon Energy, Ltd., Hallador Energy Company, Riley Exploration Permian, Inc. and Star Group, L.P. and certain nonpublic companies in the energy industry in which Yorktown partnerships hold equity interests. Mr. Lawrence is a graduate of Hamilton College and also has an M.B.A. from Columbia University. We believe that Mr. Lawrence’s wealth of industry-specific transactional skills and experience qualify him to serve on our Board of Directors. | Non-Independent Director Nominee Committees: None | | DAVID E.K. FRISCHKORN, JR. | | | David E.K. Frischkorn, Jr., age 75, has served as a member of our Board since January 2021. Mr. Frischkorn is an investment banker with more than 40 years of energy industry experience. Previously, Mr. Frischkorn was Managing Director, Corporate Finance at Seaport Global Holdings LLC, an investment bank, from November 2011 to December 2017. Mr. Frischkorn also served as Vice Chairman-Corporate Finance of Dahlman Rose & Company LLC, a New York-based investment bank, from September 2004 to September 2011, and as Managing Director of the Energy Group of Jefferies & Co., an investment bank, from August 1996 to February 2003. Mr. Frischkorn holds an M.B.A. in Finance and Accounting from Columbia Business School and a B.A. in Economics and German from Tufts University. We believe that Mr. Frischkorn’s extensive experience in the energy industry brings valuable strategic and analytical skills and qualifies him to serve on our Board of Directors. | Independent Director Nominee Committees: Audit, Finance and Investment, Compensation, and Environmental, Health and Safety |

  10. NOMINEES STANDING FOR ELECTION; TERM TO EXPIRE IN 2029

    | MICHAEL R. GRANEY | | | Michael R. Graney, age 66, has served as a member of our Board since September 2025. Mr. Graney has over 35 years of experience as an entrepreneur, business leader, and executive in Appalachia and brings a wealth of expertise in economic development, energy, and community service. Since August 2025, Mr. Graney has been performing personal consulting services in West Virginia. In October 2024, Mr. Graney was appointed as Acting Cabinet Secretary for the West Virginia Department of Economic Development; a position he held until August 2025. From October 2017 through August 2025, Mr. Graney served as Executive Director 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. Mr. Graney has been involved in real estate investments in retail and industrial spaces since 1992. Previously, Mr. Graney has held executive level positions in numerous privately held energy related businesses. Mr. Graney received a Bachelor of Arts degree from University of Virginia, and an M.B.A. from UVA Darden School of Business. We believe that Mr. Graney’s extensive leadership, governmental, and financial experience brings valuable strategic and managerial skills and qualifies him to serve on our Board of Directors. | Independent Director Nominee Committees: Compensation, Audit, Finance and Investment, and Government Relations |

  11. DIRECTORS NOT STANDING FOR ELECTION; TERM TO EXPIRE IN 2028

    DIRECTORS NOT STANDING FOR ELECTION; TERM TO EXPIRE IN 2028

  12. DIRECTORS NOT STANDING FOR ELECTION; TERM TO EXPIRE IN 2028

    | RANDALL W. ATKINS | | | Randall W. Atkins, age 73, was a Founder of the Company and has served as Chairman of our Board since August 2015, and as our Chief Executive Officer since January 2021. Mr. Atkins also served as our Chief Financial Officer from July 2018 to May 2019. Mr. Atkins has been involved in energy related investment and financing activities for over 40 years. He also has served as Chairman and Chief Executive Officer of the predecessor company, Ramaco Coal, LLC, from 2011 to 2022. Prior to the formation of Ramaco, Mr. Atkins was a banker at J.P. Morgan and had worked in various investment banking and private equity positions in the mining and energy fields. Mr. Atkins is a current member of the re-established Department of Energy’s National Coal Council (“NCC”) and was the immediate former Chairman of the NCC. He was also appointed by the Department of Energy as a United States representative to the International Energy Agency’s Coal Advisory Board and Critical Minerals Working Group where he is a member of the Executive Committee. He sits on the board of directors of the National Mining Association (“NMA”). He began his career at Ashland Oil, Inc. Mr. Atkins holds a B.A. degree from Duke University and a J.D. degree from Washington & Lee University School of Law. We believe that Mr. Atkins’ considerable financial and energy investment experience brings important and valuable skills to the Board of Directors and qualifies him to serve on our Board of Directors. | Non-Independent Director Chairman of the Board Committees: None |

  13. DIRECTORS NOT STANDING FOR ELECTION; TERM TO EXPIRE IN 2028

    | RICHARD M. WHITING | | | Richard M. Whiting, age 71, has served as a member of our Board since December 2016. Mr. Whiting most recently served as President of Kinder Morgan Resources LLC, and before that as President, Chief Executive Officer, and Director of Patriot Coal Corporation (“Patriot Coal”). Prior to the spin-off of Patriot Coal from Peabody Energy Corporation (“Peabody”), Mr. Whiting served in various positions at Peabody including Executive Vice President & Chief Marketing Officer, President & Chief Operating Officer and Director. Mr. Whiting has served as both a Director and on the Executive Committee of the NMA. He has also served as a Director of the National Coal Council and as a member of the Society of Mining Engineers Foundation Board of Trustees. Mr. Whiting holds a B.S. degree in Mining Engineering from West Virginia University. We believe that Mr. Whiting’s business experience and leadership roles bring valuable strategic and analytical skills and qualify him to serve on our Board of Directors. | Independent Director Committees: Audit, Finance and Investment, Compensation, and Nominating and Corporate Governance | | EVAN H. JENKINS | | | Evan H. Jenkins, age 65, has served as a member of our Board and as Vice-Chairman of the Board since March 2025, and has served as Secretary of the Company since February 2024. He also currently serves as president of The Ramaco Foundation and a member of its board of directors, positions he has held since May 2022. Mr. Jenkins served as General Counsel of the Company from February 2024 through April 2025. Immediately prior to joining Ramaco, Mr. Jenkins was Senior Vice President, Government Affairs at the U.S. Chamber of Commerce from September 2022 through February 2024. Mr. Jenkins owned and managed Evan Jenkins PLLC, a law firm, from February 2022 through September 2022. Mr. Jenkins previously served on the West Virginia Supreme Court of Appeals from October 2018 through February 2022 including a term as Chief Justice from January 2021 through December 2021. Mr. Jenkins is also a former two term U.S. Congressman representing West Virginia’s 3rd congressional district, and a longtime state legislator serving in the West Virginia House of Delegates and West Virginia State Senate. Mr. Jenkins has significant private sector experience as a practicing labor and employment attorney and also previously served as the chief executive officer of a statewide association in West Virginia. Mr. Jenkins received his bachelor’s degree in business administration from the University of Florida and his law degree from the Cumberland School of Law at Samford University. We believe Mr. Jenkins’ experience and background in law, public policy, and organization management qualifies him to serve on our Board of Directors. | Non-Independent Director Committees: None |

  14. DIRECTORS NOT STANDING FOR ELECTION; TERM TO EXPIRE IN 2028

    | JOSEPH MANCHIN III | | | Joseph Manchin III, age 78, has served as a member of our Board since April 2025. He has served on the board of directors, and as the Chairman, of Karbon Capitol Partners since December 2025. Senator Manchin has also served on the board of directors of Athene Holding Ltd. since February 2025 and is a member of Athene’s legal and regulatory committee. Athene is the insurance arm of Apollo Global Management (“Apollo”). Senator Manchin has also served as an adviser to Apollo since February 2025. From 2010 to 2025, Senator Manchin served as a US Senator for West Virginia. During his time in the Senate, Senator Manchin was a member of the Senate Energy and Natural Resources Committee, where he served as Chair, as well as the Appropriations, Armed Services, and Veterans’ Affairs Committees. Before his tenure in the Senate, Senator Manchin served as the 34th Governor of West Virginia from 2005 to 2010 and as West Virginia Secretary of State from 2001 to 2005. In addition to his work in public policy, Senator Manchin has supported his home state of West Virginia through various philanthropic initiatives, including education and workforce development programs. Senator Manchin graduated from West Virginia University with a Bachelor of Arts degree in business administration. We believe that Senator Manchin’s extensive experience in governance, his deep understanding of energy policy, and his commitment to economic development and public service qualifies him to serve on our Board of Directors. | Independent Director Committees: Environmental, Health and Safety, Technology, and Government Relations |

  15. DIRECTORS NOT STANDING FOR ELECTION; TERM TO EXPIRE IN 2027

    DIRECTORS NOT STANDING FOR ELECTION; TERM TO EXPIRE IN 2027

  16. DIRECTORS NOT STANDING FOR ELECTION; TERM TO EXPIRE IN 2027

    | PETER LEIDEL | | | Peter Leidel, age 69, has served as a member of our Board since November 2019. Mr. Leidel is a founder and partner of Yorktown Partners. The Yorktown partnerships were formerly affiliated with the investment firm of Dillon, Read & Co. Inc. where Mr. Leidel was a partner in the venture capital group and invested in a variety of private companies with a particular focus on energy investments until the merger of Dillon Read with SBC Warburg in September 1997. Mr. Leidel’s focus is on energy companies in a variety of different industries. He was previously in corporate treasury positions at Mobil Corporation and worked for KPMG Peat Marwick and the U.S. Patent and Trademark Office. Mr. Leidel is a director of the University of Wisconsin Foundation and the American Spectator Foundation, as well as several private energy companies. He served as an adjunct faculty member at the University of Pennsylvania’s School of Business, where he taught financial and managerial accounting. Mr. Leidel became a Certified Public Accountant in 1979. He received his B.B.A. with Honors from the University of Wisconsin and M.B.A. from the Wharton School at the University of Pennsylvania. We believe that Mr. Leidel’s extensive experience in private equity and extensive leadership experience qualifies him to serve on our Board of Directors. | Non-Independent Director Committees: None |

  17. DIRECTORS NOT STANDING FOR ELECTION; TERM TO EXPIRE IN 2027

    | C. LYNCH CHRISTIAN III | | | C. Lynch Christian III, age 74, has served as a member of our Board since June 2019. Mr. Christian has been involved in coal mining and coal land leasing and management since 1980 as an officer and director of Imperial Colliery Company and Milburn Colliery Company. Among other energy related businesses, Mr. Christian has experience as an officer and director of companies providing mining and hydraulic equipment, material crushing and handling equipment, conveyor design and installation and crane and rigging services. Prior to commencing work in the coal industry, Mr. Christian practiced energy law with the firm of Jackson Kelly PLLC in Charleston, West Virginia. Mr. Christian is a graduate of the University of North Carolina and Washington & Lee University School of Law. We believe that Mr. Christian’s management experience and lengthy career in the Appalachian coal industry qualifies him to serve on our Board of Directors. | Independent Director Committees: Environmental, Health and Safety, Technology, and Nominating and Corporate Governance | | AURELIA SKIPWITH GIACOMETTO | | | Aurelia Skipwith Giacometto, age 45, has served as a member of our Board since January 2022. Ms. Giacometto has a wide background as an experienced government administrator at the federal level, an attorney, a scientist, and a businesswoman. She served as Deputy Assistant Secretary in the Department of the Interior from 2017 until she was confirmed as Director of the United States Fish and Wildlife Service in 2019, a position she held until early 2021. She served as the General Counsel of AVC Global, an international logistics company that operates using blockchain technology until 2023, she co-founded the company in 2016. Ms. Giacometto served as Secretary of the Louisiana Department of Environmental Quality, a Cabinet-level position under Governor Landry from 2024 until her resignation in 2025 to become a Partner at Earth & Water PLLC, a boutique law firm in Washington, DC. In 2026, she began teaching environmental law as an adjunct professor at Howard University in Washington, DC. Ms. Giacometto began her career at Monsanto Company in the regulatory research division developing crops for national and international commercial markets. She later served in both legal and research positions at the United States Department of Agriculture and as an intellectual property consultant to the United States Agency for International Development. She was Assistant Corporate Counsel at Alltech, a global leader in the animal feed industry, where her focus was on the Crop Science division for both regulatory and legal activities. Ms. Giacometto received her Bachelor of Science in biology from Howard University, a Master of Science in molecular genetics from Purdue University and a Juris Doctor degree from the University of Kentucky College of Law. She is licensed in Kentucky and Washington, DC. We believe that Ms. Giacometto’s government experience and leadership roles bring valuable strategic and analytical skills and qualify her to serve on our Board of Directors. | Independent Director Committees: Technology, Nominating and Corporate Governance, and Government Relations |

  18. DIRECTORS NOT STANDING FOR ELECTION; TERM TO EXPIRE IN 2027

    A plurality of the votes cast is required to elect director nominees, so long as a quorum is present. Accordingly, the three nominees who receive the greatest number of votes cast by shareholders entitled to vote at the Annual Meeting will be elected. Recommendation. The Board of Directors recommends a vote FOR the election of each of the three identified nominees standing for election as directors.

  19. CORPORATE GOVERNANCE

    | Determining Executive and Director Compensation |

  20. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our Compensation Committee oversees fee levels and other elements of compensation for our non-employee directors. During fiscal year 2025, each non-employee director was generally entitled to receive the following compensation for service on our Board; Cash Compensation • an annual cash retainer of $150,000. Equity Compensation • an LTIP award of $100,000 in shares of Class A common stock. In 2025, each Director received 10,560 shares of Class A common stock. All compensation is subject to proration for partial years of Board service. All members of the Board are reimbursed for reasonable costs and expenses incurred in attending meetings of the Board.

  21. DIRECTOR COMPENSATION

    | Director Compensation Table |

  22. DIRECTOR COMPENSATION

    The table below and the narrative in the footnotes provide compensation amounts received by our non-employee directors for fiscal year 2025 as well as additional material information in connection with such amounts. Mr. Atkins, who is a named executive officer, does not receive additional compensation for his services as a director. Mr. Jenkins, who is also the Corporate Secretary of the Company, is compensated as an employee of the Company and does not receive additional compensation for his services as a director. Messrs. Lawrence and Leidel do not receive compensation for their services as directors.

  23. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Richard M. Whiting(2) | $150,000 | $103,594 | $253,594 | | Patrick C. Graney III(3) | $112,500 | $160,832 | $273,332 | | C. Lynch Christian III(4) | $150,000 | $103,594 | $253,594 | | David E. K. Frischkorn, Jr.(5) | $150,000 | $103,594 | $253,594 | | E. Forrest Jones, Jr.(6) | $50,000 | $103,594 | $153,594 | | Aurelia Skipwith Giacometto(7) | $150,000 | $103,594 | $253,594 | | Bryan H. Lawrence(8) | — | — | — | | Peter Leidel(9) | — | — | — | | Joseph Manchin III(10) | $112,500 | $100,109 | $212,609 | | Michael R. Graney(11) | $50,000 | — | $50,000 |

  24. DIRECTOR COMPENSATION

    (1) Amounts in this column reflect the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of restricted stock awards granted under our LTIP to certain of our non-employee directors during the 2025 fiscal year. (2) As of December 31, 2025, Mr. Whiting held 10,560 unvested Class A stock awards and 267 unvested Class B stock awards received via stock dividends issued in 2025 that vest along with the underlying restricted Class A shares. (3) Mr. Patrick Graney passed away in August 2025. As of December 31, 2025, Mr. Patrick Graney held no unvested stock awards. His estate was granted 10,560 shares of Class A common stock and 261 shares of Class B common stock after his passing. (4) As of December 31, 2025, Mr. Christian held 10,560 unvested Class A stock awards and 267 unvested Class B stock awards received via stock dividends issued in 2025 that vest along with the underlying restricted Class A shares. (5) As of December 31, 2025, Mr. Frischkorn held 10,560 unvested Class A stock awards and 267 unvested Class B stock awards received via stock dividends issued in 2025 that vest along with the underlying restricted Class A shares. (6) Mr. Jones resigned from the Board on March 14, 2025. As of December 31, 2025, Mr. Jones held 10,560 unvested Class A stock awards and 99 unvested Class B stock awards received via stock dividends issued in 2025 that vest along with the underlying restricted Class A shares. (7) As of December 31, 2025, Ms. Giacometto held 10,560 unvested Class A stock awards and 267 unvested Class B stock awards received via stock dividends issued in 2025 that vest along with the underlying restricted Class A shares. (8) Mr. Lawrence did not receive any compensation for serving as a director of the Company during fiscal year 2025. (9) Mr. Leidel did not receive any compensation for serving as a director of the Company during fiscal year 2025. (10) Mr. Manchin was appointed to the Board on April 18, 2025. As of December 31, 2025, Mr. Manchin held 10,560 unvested Class A stock awards and 99 unvested Class B stock awards received via stock dividends issued in 2025 that vest along with the underlying restricted Class A shares. (11) Mr. Michael Graney was appointed to the Board on September 15, 2025. As of December 31, 2025, Mr. Michael Graney held no unvested stock awards.

  25. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Compensation amounts historically have been determined by the Compensation Committee based on a variety of informal factors including our financial condition and available resources, our need to attract and retain executive talent and the compensation levels of our other executive officers, each as of the time of the applicable compensation decision. In making such determinations, the Compensation Committee has considered the competitive market for corresponding positions within members of our peer group, based on its general knowledge regarding the compensation provided to executive officers of such other companies in our industry through informal discussions with recruiting firms, research, personal knowledge of the competitive market as well as market data provided by our independent compensation consultant, Meridian. As a result, our Compensation Committee does not formally benchmark executive compensation against our peer group or use a formula to set the compensation for our executives in relation to survey data. Our Compensation Committee, in consultation with Meridian, made compensation decisions for our executive officers based on the various factors and data described above and, for all Named Executive Officers other than our Chief Executive Officer, the recommendations of our Chief Executive Officer, as further described below. Our Compensation Committee believes our compensation program to be well designed to achieve the following objectives: • attract and retain talented and experienced executives in our industry; • reward executives whose knowledge, skills and performance are critical to our success; • align the interests of our executive officers and shareholders by motivating executive officers to increase shareholder value and rewarding executive officers when shareholder value increases; • ensure fairness among the executive management team by recognizing the contributions each executive makes to our success; • foster a shared commitment among executives by aligning their individual goals with the goals of the executive management team and our Company; and • compensate our executives in a manner that incentivizes them to manage our business to meet our long-range objectives.

  26. Compensation Committee Procedures and Role of Compensation Consultant

    Compensation Committee Procedures and Role of Compensation Consultant For executive officers other than the Chief Executive Officer, the Compensation Committee receives and reviews reports and recommendations from the Chief Executive Officer regarding the performance and recommended compensation of the other executive officers of the Company, and the Compensation Committee recommends to the Board the annual compensation, including salary, bonus, incentive and equity compensation, for such officers. The Chief Executive Officer may be present during Compensation Committee discussions evaluating and setting the compensation levels of the Company’s executive officers other than for the Chief Executive Officer but may not vote on such deliberations. The Compensation Committee also annually analyzes our Chief Executive Officer’s performance and recommends to the Board his base salary, cash performance awards and grants of long-term equity incentive awards based on its assessment of his performance with input from any consultants engaged by the Compensation Committee. The Compensation Committee has met both formally and informally prior to acting to establish executive compensation. The Compensation Committee considers various items in its deliberations related to executive compensation including, without limitation, comparative compensation programs utilized by others in the industry, the importance of our executives to the ongoing success and operation of the Company and certain performance parameters related to our executives and the overall business. In order to ensure that we continue to remunerate our executives appropriately, the Compensation Committee has retained Meridian.* Meridian assists the Compensation Committee by providing comparative market data on compensation practices and programs based on an analysis of peer competitors and by providing guidance on industry best practices. Meridian performs no other work for us. The Compensation Committee regularly reviews the consultant’s independence relative to key factors identified in the applicable listing standards of Nasdaq. Based on its assessment, the Compensation Committee concluded that Meridian is independent and that no conflicts of interest exist. The Compensation Committee has worked with Meridian to develop our compensation peer group, which is used in the decision-making process to determine the compensation paid to our Named Executive Officers. Our compensation peer group is primarily comprised of companies within the coal extraction industry. The coal extraction industry has unique dynamics and requires a unique set of skills and experience. Since there are a limited number of publicly-traded coal extraction companies, and to ensure a sufficient number of companies were included in our compensation peer group, the group also includes companies in other extraction industries (primarily oil and gas). Our compensation peer group was updated during 2025 and is comprised of the following companies:

  27. Compensation Committee Procedures and Role of Compensation Consultant

    | Alliance Resource Partners, L.P. | Alpha Metallurgical Resources, Inc. | | Berry Corporation | Compass Minerals International, Inc. | | Core Natural Resources, Inc.** | Coronado Global Resources Inc. | | Hallador Energy Company | Peabody Energy Corporation | | Piedmont Lithium Inc. | Ring Energy, Inc. | | SunCoke Energy, Inc. | Talos Energy Inc. | | Warrior Met Coal, Inc. | |

  28. Compensation Committee Procedures and Role of Compensation Consultant

    * In November of 2025, the Compensation Committee replaced Meridian as its independent compensation consultant with Mercer LLC. ** Arch Resources, Inc. and CONSOL Energy, Inc. completed a merger on January 14, 2025 to form Core Natural Resources, Inc. Core Natural Resources, Inc. was treated as part of the peer group for the full year of 2025.

  29. Pay Mix

    Pay Mix We utilize the particular elements of compensation described above because we believe that it provides a well-proportioned mix of secure compensation, retention value and at-risk compensation which produces short-term and long-term performance incentives and rewards. By following this approach, we provide the executive a measure of security in the minimum expected level of compensation, while motivating the executive to focus on business metrics that will produce a high level of short-term and long-term performance for the Company and long-term wealth creation for the executive, as well as reducing the risk of recruitment of top executive talent by competitors. The mix of metrics used for our annual cash bonus and long-term incentive program likewise provides an appropriate balance between short-term financial performance and long-term financial and stock performance. For key executives, the mix of compensation is weighted relatively evenly between short-term and long-term at-risk pay (annual target incentive cash bonus and long-term incentives). The direct compensation opportunity for the executives (base salary, annual target incentive cash bonus and annual target long-term incentive) results fundamentally in a pay-for-performance orientation, which is aligned with our stated compensation philosophy of providing compensation commensurate with performance as demonstrated in the charts below:

  30. Base Salary

    Base Salary The base salary established for each of our executive officers is intended to reflect each individual’s responsibilities, experience, prior performance and other discretionary factors deemed relevant by our Compensation Committee. Base salary is also designed to provide our executive officers with steady cash flow during the course of the fiscal year that is not contingent on short-term variations in our corporate performance. Our Compensation Committee determines market level compensation for base salaries based on our executives’ experience in the industry with reference to the base salaries of similarly situated executives in the peer group. The Compensation Committee was also informed by Meridian as to establishing base salaries for our executive officers. Base salaries for our Named Executive Officers during fiscal year 2025 were generally set at levels deemed by our Compensation Committee as necessary to attract and retain qualified individuals with superior talent commensurate with their relative expertise and prior experience. When establishing the base salaries for our Named Executive Officers for fiscal year 2025, our Compensation Committee specifically considered Meridian’s review and presentation related to the peer group, as well as each of our Named Executive Officer’s duties and responsibilities. The salary increases supported the Compensation Committee’s objective to continue to more closely align the Named Executive Officers’ cash compensation with the cash compensation paid to executives in comparable positions in the peer group, as well as significant growth in performance as it related to a meaningful year-on-year increase in both production and sales. The base salaries paid to our Named Executive Officers in fiscal year 2024 and fiscal year 2025 are set forth in the chart below.

  31. Annual Incentive Cash Bonus

    Annual Incentive Cash Bonus Our Compensation Committee has authority to award annual incentive bonuses to our Named Executive Officers. The annual cash bonuses are intended to offer incentive compensation by rewarding the achievement of corporate and individual performance objectives. For fiscal year 2025, the Compensation Committee established the target percentage amounts for the annual incentive cash bonuses for each of our Named Executive Officers, as set forth in the chart below.

  32. Annual Incentive Cash Bonus

    | Named Executive Officer | Fiscal Year 2025 Base Salary | Fiscal Year 2025 Annual Bonus Target Percentage | Fiscal Year 2025 Annual Bonus Target Amount | | Randall W. Atkins | $1,000,000 | 225% | $2,250,000 | | Jeremy R. Sussman | $661,500 | 166% | $1,100,000 | | Christopher L. Blanchard | $661,500 | 166% | $1,100,000 | | Jason T. Fannin | $661,500 | 166% | $1,100,000 | | Paul B. Horn, Jr. | $661,500 | 166% | $1,100,000 |

  33. Annual Incentive Cash Bonus

    Historically, the annual bonus was entirely discretionary, with the Compensation Committee determining an executive’s bonus amount after the end of the year taking into account the executive’s individual performance as well as Company performance. Beginning in fiscal year 2022, the Compensation Committee took a more structured approach (and more aligned with the peer group bonus practices) such that 60% of the total target bonus opportunity was based on Company performance metrics and 40% was based on individual performance (as determined by the Compensation Committee). The Company performance metrics consisted of: (i) adjusted EBITDA based against budgeted levels and adjusted for any unusual events at the Compensation Committee’s discretion, (ii) cash mine costs excluding sales related costs against budgeted levels and adjusted for any unusual events at the Compensation Committee’s discretion, (iii) safety compliance, and (iv) environmental compliance, each of which was established by the Compensation Committee to encourage our Named Executive Officers to stay focused on operational execution, balance sheet strength and environmental and safety stewardship. The following table sets forth the information regarding the Company performance metrics and actual performance for fiscal 2025.

  34. Annual Incentive Cash Bonus

    | | 2025 Performance Metrics | | | | 2025 Performance | | | | Performance Goal | Weighting | Threshold Payout (50%) | Target Payout (100%) | Maximum Payout (200%) | Performance | Payout as % of Target | Aggregate Target Bonus % Earned | | Adjusted EBITDA(1) | 25% | $102 | $127 | $153 | $36 | 0% | 0% | | Cost of Coal Sales per Ton Sold(2) | 15% | $98 | $92 | $86 | $89 | 154% | 23% | | Safety – TRIR(3) | 10% | 3.78 | 3.44 | 3.10 | 3.92 | 0% | 0% | | Environmental(4) | 10% | 17 | 13 | 11 | 15 | 75% | 8% | | Total | 60% | | | | | | 31% |

  35. Annual Incentive Cash Bonus

    (1) Threshold, Target, and Maximum Adjusted EBITDA goals were established by the Compensation Committee based on budgeted Adjusted EBITDA as of December of 2025. We believe Adjusted EBITDA is useful because it allows us to more effectively evaluate our operating performance. We defined Adjusted EBITDA for this purpose as EBITDA of $13.8M, comprised of a net loss of ($51.4M), plus depreciation, depletion, and amortization ($68.2M) and net interest expense ($7.8M), less income tax benefit ($10.7M), adjusted for stock-based compensation ($17.6M), accretion of asset retirement obligations ($1.7M), certain non-operating expenses ($0.5M), and certain non-recurring operating expenses ($2.5M). (2) Threshold, Target and Maximum Cost of Coal Sales per Ton Sold goals were established by the Compensation Committee based on budgeted Cost of Coal Sales per Ton Sold as of December of 2025. We believe this metric provides investors with useful information to enable them to compare our cash cost per ton against a similar measurement made by other publicly traded coal companies and more effectively monitor changes in coal cost from period to period, excluding the impact of transportation costs which are beyond our control. Cost of Coal Sales per Ton Sold for fiscal year 2025 was $89 and was calculated as follows: net cash cost of sales of $339.6M (calculated as cost of sales ($453.4M) excluding (i) transportation costs ($75.3M), (ii) sale-related costs ($35.4M), and (iii) idle mine costs ($3.1M)), divided by tons sold of 3.8M. (3) Total Recordable Incident Rate (“TRIR”) is a standard established by the Mine Safety and Health Administration and is widely used by coal companies to judge their safety performance. It is calculated as the sum of Non-Fatal Days Lost rate and No Day Lost rate. Threshold, Target, and Maximum TRIR goals were established by the Compensation Committee based on the average TRIR for 2020, 2021, 2022, 2023, and 2024. (4) Environmental Compliance is measured by the total number of water quality exceedances, excluding selenium (“Net Exceedances”). Threshold, Target, and Maximum Net Exceedances goals were established by the Compensation Committee based on the average Net Exceedance for 2020, 2021, 2022, 2023, and 2024. Following the end of the year, the Compensation Committee reviewed the individual performance of the executives and determined the individual performance payout. Based on corporate and individual performance, the total annual bonus payout for fiscal year 2025 was as follows:

  36. Annual Incentive Cash Bonus

    | Named Executive Officer | Total Fiscal Year 2025 Annual Bonus Payout | Total Fiscal Year 2025 Annual Bonus Payout as % of Target | | Randall W. Atkins | $2,750,000 | 122% | | Jeremy R. Sussman | $1,250,000 | 114% | | Christopher L. Blanchard | $1,100,000 | 100% | | Jason T. Fannin | $1,100,000 | 100% | | Paul B. Horn, Jr. | $1,250,000 | 114% |

  37. Long-Term Equity-Based Compensation

    Long-Term Equity-Based Compensation We believe that equity-based compensation is an important component of our executive compensation program and that providing a significant portion of our executive officers’ total compensation package in equity-based compensation aligns the incentives of our executives with the interests of our shareholders and with our long-term corporate success. Additionally, we believe that equity-based compensation awards enable us to attract, motivate, retain and adequately compensate executive talent. Historically, the Compensation Committee has generally awarded time-based restricted stock awards to its executives. As part of its enhancements to the structure of the compensation program and to more closely align with peer group members, the Compensation Committee determined to award performance-based equity awards as well, and made awards in fiscal year 2025 to each of our Named Executive Officers in the form of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) granted under the Ramaco Resources, Inc. Long-Term Incentive Plan, as amended (the “LTIP”). We believe such equity awards provide executives with a significant long-term interest in our success by rewarding the creation of shareholder value over time. On February 24, 2025, the Compensation Committee granted RSUs and PSUs to each of our Named Executive Officers under the LTIP, as follows:

  38. Long-Term Equity-Based Compensation

    | Named Executive Officer | RSUs(1) | | PSUs | | | | # Shares | Grant Date Fair Value(2) | # Shares | Grant Date Fair Value(3) | | Randall W. Atkins | 219,113 | $2,149,499 | 219,113 | $3,293,268 | | Jeremy R. Sussman | 65,998 | $647,440 | 65,998 | $991,950 | | Christopher L. Blanchard | 65,998 | $647,440 | 65,998 | $991,950 | | Jason T. Fannin | 65,998 | $647,440 | 65,998 | $991,950 | | Paul B. Horn, Jr. | 65,998 | $647,440 | 65,998 | $991,950 |

  39. Long-Term Equity-Based Compensation

    (1) The RSUs vest in one-third increments on January 31, 2026, January 31, 2027, and January 31, 2028, subject to continued employment through each such vesting date. (2) The grant date fair value is based on $9.81 closing share price on the February 24, 2025, grant date. (3) The grant date fair value of $15.03 per share on the February 24, 2025, grant date is valued relative to the stock price performance of the 2025 peer group companies, based on a Monte Carlo simulation. The PSUs will vest and be earned, if at all, based on the Company’s total shareholder return (“TSR”) measured against our compensation peer group, as listed previously (subject to adjustment in the composition of the peer group for certain changes to peer companies), over the three-year performance period from January 1, 2025 through December 31, 2027. The number of PSUs that vest at the end of such performance period will be determined based on the Company’s TSR relative to the TSR of the members of the peer group, with 0% of the PSUs vesting at below threshold achievement (less than the 25th percentile), 50% of the PSUs vesting at threshold achievement (25th percentile), 100% of the PSUs vesting at target achievement (50th percentile), and 200% of the PSUs vesting at maximum achievement (75th percentile or greater), with linear interpolation applied between the 25th and 75th percentiles.

  40. Change in Control Severance Benefits

    Change in Control Severance Benefits We believe that a strong, experienced management team is essential to the best interests of the Company and our shareholders. We recognize that the possibility of a change in control could arise and that such a possibility could result in the departure or distraction of members of the management team to the detriment of the Company and our shareholders. On July 9, 2024 the Company adopted an amended and restated Ramaco Resources, Inc. Change in Control Severance Plan (the “CIC Plan”), which provides change in control severance benefits to our Named Executive Officers who enter into participation agreements under the CIC Plan, and who are not parties to any separate individual agreement providing for change in control severance benefits upon a qualifying termination due to change in control (other than as provided in an equity award agreement). These benefits are enumerated and quantified in the section captioned “Potential Payments Upon Termination or a Change in Control.” The Company has not entered into employment agreements with any of its Named Executive Officers. We do not provide for excise tax gross-ups to our executive officers and do not expect to do so in the future.

  41. Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not grant stock options, stock appreciation rights, or option-like instruments (collectively, “Option-Like Awards”) in anticipation of the release of material nonpublic information and we do not time the public release of such information based on the grant dates of Option-Like Awards. During the last completed fiscal year, we have not awarded Option-Like Awards to any named executive officer during the period beginning four business days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  42. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718, for our equity-based compensation awards. ASC 718 requires companies to calculate the grant date “fair value” of their equity-based awards using a variety of assumptions. ASC 718 also requires companies to recognize the compensation cost of their equity-based awards in their income statements over the period that an associate is required to render service in exchange for the award. Future grants of stock options, restricted stock, restricted stock units and other equity-based awards under our equity incentive award plans will be accounted for under ASC 718. The Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  43. Risk Assessment

    Risk Assessment The Company has determined that any risks arising from its compensation programs and policies are not reasonably likely to have a material adverse effect on the Company. The Company’s compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to shareholders. The combination of performance measures and maximum payout levels for annual bonuses and the equity compensation programs, as well as the multiyear vesting schedules for equity awards encourage employees to maintain both a short and a long-term view with respect to Company performance.

  44. Risk Assessment

    | Summary Compensation Table for 2025 |

  45. Risk Assessment

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Randall W. Atkins(5) | 2025 | 1,000,000 | 1,100,000 | 5,442,767 | 1,650,000 | 14,000 | 9,206,767 | | Chief Executive Officer, Director and Chairman of the Board | 2024 | 1,000,000 | 980,000 | 4,291,593 | 1,470,000 | 13,800 | 7,755,393 | | | 2023 | 900,000 | 800,000 | 4,595,600 | 1,200,000 | 13,200 | 7,508,800 | | Jeremy R. Sussman | 2025 | 661,500 | 500,000 | 1,639,390 | 750,000 | 14,000 | 3,564,890 | | Chief Financial Officer | 2024 | 630,000 | 400,000 | 1,544,985 | 600,000 | 13,800 | 3,188,785 | | | 2023 | 610,000 | 380,640 | 2,090,747 | 570,960 | 13,200 | 3,665,547 | | Christopher L. Blanchard | 2025 | 661,500 | 440,000 | 1,639,390 | 660,000 | 14,000 | 3,414,890 | | EVP for Mine Planning and Development | 2024 | 630,000 | 400,000 | 1,351,867 | 600,000 | 13,800 | 2,995,667 | | | 2023 | 610,000 | 347,700 | 2,090,747 | 521,550 | 13,200 | 3,583,197 | | Jason T. Fannin | 2025 | 661,500 | 440,000 | 1,639,390 | 660,000 | 14,000 | 3,414,890 | | EVP and Chief Commercial Officer | 2024 | 640,000 | 400,000 | 1,569,477 | 600,000 | 13,800 | 3,223,277 | | | 2023 | 610,000 | 380,640 | 2,030,856 | 570,960 | 13,200 | 3,605,656 | | Paul B. Horn, Jr. | 2025 | 661,500 | 500,000 | 1,639,390 | 750,000 | 14,000 | 3,564,890 | | EVP for Mine Operations | | | | | | | |

  46. Risk Assessment

    | 2025 Grants of Plan-Based Awards |

  47. Risk Assessment

    | Outstanding Equity Awards at 2025 Fiscal Year-End |

  48. Risk Assessment

    | Options Exercised and Stock Vested in the 2025 Fiscal Year |

  49. Risk Assessment

    | Potential Payments Upon Change in Control |

  50. Risk Assessment

    | Benefits and Payments Upon Termination(1) | Qualifying Termination ($) | Change in Control (Without a Qualifying Termination) ($) | | Randall W. Atkins | | | | Aggregate Cash Payment(2) | 10,403,000 | — | | Accelerated Vesting of Equity Awards(3) | 17,262,823 | 11,224,944 | | COBRA Payments(4) | 50,937 | — | | Jeremy R. Sussman | | | | Aggregate Cash Payment(2) | 5,531,750 | — | | Accelerated Vesting of Equity Awards:(3) | 5,610,808 | 3,577,212 | | COBRA Payments(4) | 50,937 | — | | Christopher L. Blanchard | | | | Aggregate Cash Payment(2) | 5,531,750 | — | | Accelerated Vesting of Equity Awards:(3) | 5,410,594 | 3,427,056 | | COBRA Payments(4) | 50,937 | — | | Jason T. Fannin | | | | Aggregate Cash Payment(2) | 5,531,750 | — | | Accelerated Vesting of Equity Awards:(3) | 5,629,138 | 3,596,256 | | COBRA Payments(4) | 28,827 | — | | Paul B. Horn, Jr. | | | | Aggregate Cash Payment(2) | 5,531,750 | — | | Accelerated Vesting of Equity Awards:(3) | 4,460,601 | 2,926,512 | | COBRA Payments(4) | 50,937 | — |

  51. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  52. PAY VERSUS PERFORMANCE

    | SCT Compared to CAP |

  53. PAY VERSUS PERFORMANCE

    The following table compares the total compensation from the Summary Compensation Table (“SCT”) to compensation actually paid (“CAP”) for the CEO and the average CAP paid to the other non-CEO Named Executive Officers (“NEOs”) for the fiscal years ended December 31, 2021, December 31, 2022, December 31, 2023, December 31, 2024, and December 31, 2025. This table also includes, for comparative purposes, the Company’s total shareholder return (“TSR”), peer group TSR, and the Company’s net income and Adjusted EBITDA.

  54. PAY VERSUS PERFORMANCE

    | Year | SCT Total for PEO(1) | CAP for PEO(2) | Average SCT Total for Non- PEO NEOs | Average CAP for Non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (in millions) | Adjusted EBITDA (in millions)(5) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(4) | | | | 2025 | $9,206,767 | $16,192,897 | $3,489,890 | $4,781,859 | $719.41 | $343.48 | $(51.4) | $36.1 | | 2024 | $7,755,393 | $(3,122,016) | $3,027,908 | $(838,099) | $387.59 | $188.14 | $11.2 | $105.8 | | 2023 | $7,508,800 | $20,071,325 | $3,449,208 | $7,873,885 | $601.92 | $225.85 | $82.3 | $186.1 | | 2022 | $5,867,771 | $(894,648) | $2,552,075 | $469,773 | $255.08 | $184.67 | $116.0 | $214.1 | | 2021 | $4,355,848 | $16,280,449 | $2,292,126 | $7,158,856 | $379.89 | $105.37 | $39.8 | $79.0 |

  55. PAY VERSUS PERFORMANCE

    (1) Mr. Atkins was our PEO for fiscal years 2025, 2024, 2023, 2022, and 2021. For fiscal year 2025, the non-PEO NEOs of the Company were Messrs. Sussman, Blanchard, Fannin, and Horn. For fiscal years 2024, 2023 and 2022, the non-PEO NEOs of the Company were Messrs. Sussman, Blanchard, Fannin, and Marcum. For fiscal year 2021, the non-PEO NEOs of the Company were Messrs. Blanchard and Sussman. (2) The following table sets forth adjustments made to the SCT Total for our PEO during each year to determine compensation actually paid, with “fair value” calculated in accordance with ASC Topic 718 as of the end of the specified period. Since the Company did not report a change in pension value for the CEO for any years reflected in the Summary Compensation Table, adjustments for pension are not needed.

  56. PAY VERSUS PERFORMANCE

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Total for PEO | $9,206,767 | $7,755,393 | $7,508,800 | $5,867,771 | $4,355,848 | | (Deduct) amounts reported under “Stock Awards” Column of the SCT | $(5,442,767) | $(4,291,593) | $(4,595,600) | $(3,505,571) | $(2,094,248) | | (Deduct) amounts reported under “Option Awards” Column of the SCT | $— | $— | $— | $— | $— | | Add the fair value of awards granted in the covered year that remain outstanding and unvested as of covered year-end(a) | $10,979,752 | $2,180,092 | $10,075,729 | $1,001,859 | $6,517,569 | | Add (Subtract) change in fair value of awards granted in any prior year that remain outstanding and unvested as of the covered year-end(b) | $2,344,942 | $(2,828,090) | $5,585,768 | $(4,427,167) | $7,179,141 | | Add the fair value of awards granted and vested during the covered year(c) | $— | $— | $1,013,384 | $271,295 | $— | | Add (Subtract) change in fair value from prior year-end to vesting date of awards granted in any prior year that vested during the covered year(d) | $(895,797) | $(5,937,819) | $40,649 | $(102,834) | $322,139 | | Subtract fair value of awards granted in any prior year that were forfeited or failed to vest during the covered year | $— | $— | $— | $— | $— | | Add dividends on unvested awards paid during the covered year | $— | $— | $— | $— | $— | | Add incremental fair value of awards modified during the covered year | $— | $— | $442,595 | $— | $— | | CAP for PEO | $16,192,897 | $(3,122,016) | $20,071,325 | $(894,648) | $16,280,449 |

  57. PAY VERSUS PERFORMANCE

    a. For 2025, the value is based on RSU and PSU awards granted on February 24, 2025 that are unvested as of December 31, 2025. For 2024, the value is based on RSU and PSU awards granted on February 29, 2024 that are unvested as of December 31, 2024. For 2023, the value is based primarily on RSU and PSU awards granted on February 20, 2023 that are unvested as of December 31, 2023. In addition, 2023 includes the year-end 2023 value of $2,823,663 associated with Class B common stock awards that were distributed on June 21, 2023 as part of the Company’s equity restructuring that remain unvested as of December 31, 2023. For 2022, the value is based on RSU and PSU awards granted in February 2022 that are unvested as of December 31, 2022. For 2021, the value is based on restricted stock awards granted in February 2021 with a vesting date of June 30, 2024. b. For 2025, the value includes the change in fair value of Class A RSUs granted in 2023 and 2024 with vesting dates of January 31, 2026 and January 31, 2027, as well as the change in fair value of PSUs granted in 2024 with a potential vesting date of December 31, 2026. For 2024, the value includes the change in fair value of Class A RSUs granted in February 2023 with vesting dates of January 31, 2025 and January 31, 2026, as well as the change in fair value of PSUs granted in February 2023 with a potential vesting date of December 31, 2025. For 2023, the value includes the change in fair value of Class A restricted stock awards and Class A RSUs granted in February 2021 and February 2022, respectively, with vesting dates of June 30, 2024 and December 15, 2024, respectively, as well as the change in fair value of PSUs granted in February 2022 with a potential vesting date of December 31, 2024. For 2022, the value includes the change in fair value of restricted stock awards granted in February 2020 and February 2021 with vesting dates of June 30, 2023 and June 30, 2024, respectively. For 2021, the value includes the change in fair value of restricted stock awards granted in January 2019 and February 2020 with vesting dates of June 30, 2022 and June 30, 2023, respectively. c. For 2023, the value is related entirely to the vesting of Class B common stock awards that were distributed on June 21, 2023 as part of the Company’s equity restructuring. The fair value is based on the closing stock price for Class B common stock on the June 30, 2023 and December 15, 2023 vesting dates. For 2022, the value is related to RSUs that were granted in February 2022 and vested at year-end 2022. The fair value is based on the closing stock price on the vesting date. d. For 2025, the value includes the change in fair value of Class A RSUs granted in February 2023 and February 2024 that vested on January 31, 2025. In addition, Class A PSUs granted in February 2023 vested on December 31, 2025. For 2024, the value includes the change in fair value of restricted shares of Class A common stock granted in February 2021 that vested on June 30, 2024 and Class A RSUs granted in February 2022 that vested on December 15, 2024. In addition, Class A PSUs granted in February 2022 vested on December 31, 2024. Lastly, Class A RSUs granted in February 2023 vested on January 31, 2024. For 2023, the value includes the change in fair value of restricted shares of Class A common stock granted in February 2020 that vested on June 30, 2023 and Class A RSUs granted in February 2022 that vested on December 15, 2023. For 2022, the value includes the change in fair value of restricted shares granted in January 2019 that vested on June 30, 2022. For 2021, the value includes the change in fair value of restricted shares granted in January 2018 that vested on June 30, 2021. (3) The following table sets forth adjustments made to the SCT Total during each year to determine average CAP to the Non-PEO NEOs, with “fair value” calculated in accordance with ASC Topic 718 as of the end of the specified period. Since the Company did not report a change in pension value for any of the Non-PEO NEOs for any years reflected in the Summary Compensation Table, adjustments for pension are not needed.

  58. PAY VERSUS PERFORMANCE

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | Average total SCT for non-PEO NEOs | $3,489,890 | $3,027,908 | $3,449,208 | $2,552,075 | $2,292,126 | | (Deduct) amounts reported under “Stock Awards” Column of the SCT | $(1,639,390) | $(1,436,608) | $(1,962,270) | $(1,293,563) | $(900,526) | | (Deduct) amounts reported under “Option Awards” Column of the SCT | $— | $— | $— | $— | $— | | Add the fair value of awards granted in the covered year that remain outstanding and unvested as of covered year-end(a) | $2,480,370 | $729,784 | $4,158,869 | $369,685 | $2,802,552 | | Add (Subtract) change in fair value of awards granted in any prior year that remain outstanding and unvested as of the covered year-end(b) | $741,976 | $(1,225,042) | $1,756,907 | $(1,239,100) | $2,912,356 | | Add the fair value of awards granted and vested during the covered year(c) | $— | $— | $276,834 | $100,112 | $— | | Add (Subtract) change in fair value from prior year-end to vesting date of awards granted in any prior year that vested during the covered year(d) | $(290,988) | $(1,934,141) | $31,018 | $(19,436) | $52,348 | | Subtract fair value of awards granted in any prior year that were forfeited or failed to vest during the covered year | $— | $— | $— | $— | $— | | Add dividends on unvested awards paid during the covered year | $— | $— | $— | $— | $— | | Add incremental fair value of awards modified during the covered year | $— | $— | $163,319 | $— | $— | | Average CAP for non-PEO NEOs | $4,781,859 | $(838,099) | $7,873,885 | $469,773 | $7,158,856 |

  59. PAY VERSUS PERFORMANCE

    a. For 2025, the value is based on RSU and PSU awards granted on February 24, 2025 that are unvested as of December 31, 2025. For 2024, the value is based on RSU and PSU awards granted on February 29, 2024 that are unvested as of December 31, 2024. For 2023, the value is based primarily on RSU and PSU awards granted on February 20, 2023 that are unvested as of December 31, 2023. In addition, 2023 includes the average year-end 2023 value of $1,017,501 associated with Class B common stock awards that were distributed on June 21, 2023 as part of the Company’s equity restructuring that remain unvested as of December 31, 2023. For 2022, the value is related to the fair value of RSU and PSU awards granted in February 2022 that are unvested as of December 31, 2022. For 2021, the value is related to the fair value of restricted stock awards granted in February 2021 with a vesting date of June 30, 2024. b. For 2025, the value includes the change in fair value of Class A RSUs granted in 2023 and 2024 with vesting dates of January 31, 2026 and January 31, 2027, as well as the change in fair value of PSUs granted in 2024 with a potential vesting date of December 31, 2026. For 2024, the value includes the change in fair value of Class A RSUs granted in February 2023 with vesting dates of January 31, 2025 and January 31, 2026, as well as the change in fair value of PSUs granted in February 2023 with a potential vesting date of December 31, 2025. For 2023, the value includes the change in fair value of Class A restricted stock awards and Class A RSUs granted in February 2021 and February 2022, respectively, with vesting dates of June 30, 2024 and December 15, 2024, respectively, as well as the change in fair value of PSUs granted in February 2022 with a potential vesting date of December 31, 2024. For 2022, the value is related to the change in fair value of restricted stock awards granted in February or April of 2020 and February 2021 with vesting dates of June 30, 2023 and June 30, 2024, respectively. For 2021, the value is related to the change in fair value of restricted stock awards granted in 2019 and 2020 with vesting dates of June 30, 2022 and June 30, 2023, respectively. c. For 2023, the value is related entirely to the vesting of Class B common stock awards that were distributed on June 21, 2023 as part of the Company’s equity restructuring. The fair value is based on the closing stock price for Class B common stock on the June 30, 2023 and December 15, 2023 vesting dates. For 2022, the value is related to RSUs that were granted in February 2022 and vested at year-end 2022. The fair value is based on the closing stock price on the vesting date. d. For 2025, the value includes the change in fair value of restricted shares of Class A common stock granted in February 2023 and February 2024 that vested on January 31, 2025. In addition, Class A PSUs granted in February 2023 vested on December 31, 2025. For 2024, the value includes the change in fair value of restricted shares of Class A common stock granted in February 2021 that vested on June 30, 2024 and Class A RSUs granted in February 2022 that vested on December 15, 2024. In addition, Class A PSUs granted in February 2022 vested on December 31, 2024. Lastly, Class A RSUs granted in February 2023 vested on January 31, 2024. For 2023, the value includes the change in fair value of restricted shares of Class A common stock granted in 2020 that vested on June 30, 2023 as well as Class A RSUs granted in February 2022 that vested on December 15, 2023. For 2022, the value is related to the change in fair value of restricted shares granted in 2019 that vested on June 30, 2022. For 2021, the value is related to the change in fair value of restricted shares granted in January 2018 that vested on June 30, 2021. (4) The Company’s total shareholder return (“TSR”) is shown on a combined basis for both classes of common stock. Peer group TSR was calculated using our compensation peer group, as defined earlier in this document, excluding Berry Corporation and Piedmont Lithium due to mergers and acquisitions during 2025. For 2024, due to the sale of Tellurian Inc.’s shares for a significantly reduced price of $1.00 per share on October 29, 2024 and the surrounding business circumstances in connection with such sale, the Compensation Committee exercised its authorized discretion to treat Tellurian, Inc. as a bankrupt company with a deemed negative 100% TSR for purposes of calculating the TSR of the peer group. The compensation group previously changed during 2023 primarily to increase the number of publicly-traded extraction companies. For comparison purposes, TSR under the 2022 compensation peer group was calculated as follows: $188.14 for 2024, $234.07 for 2023, $183.91 for 2022, $99.74 for 2021, and $52.90 for 2020. The previous peer group was made up of the following companies: Peabody Energy Corporation, Alliance Resource Partners, L.P., Alpha Metallurgical Resources, Inc., Talos Energy Inc., CONSOL Energy Inc., Arch Resources, Inc., Coronado Global Resources, Inc., Warrior Met Coal, Inc., SunCoke Energy, Inc., Berry Corporation, and Contango Oil and Gas Company (2020 only). (5) We have selected Adjusted EBITDA as our most important financial performance measure used by us to link compensation actually paid to our Named Executive Officers to Company performance for fiscal year 2025. • Adjusted EBITDA for 2025 is calculated as EBITDA of $13.8M, comprised of a net loss of ($51.4M), plus depreciation, depletion, and amortization ($68.2M) and net interest expense ($7.8M), less income tax benefit ($10.7M), adjusted for stock-based compensation ($17.6M), accretion of asset retirement obligations ($1.7M), certain non-operating expenses ($0.5M), and certain non-recurring operating expenses ($2.5M). • Adjusted EBITDA for 2024 is calculated as EBITDA of $86.7M, comprised of net income of $11.2M, plus depreciation, depletion, and amortization ($65.6M), net interest expense ($6.1M), and income tax expense ($3.7M), adjusted for stock-based compensation ($17.5M), certain non-operating expenses ($0.2M), and accretion of asset retirement obligations ($1.5M). • Adjusted EBITDA for 2023 is calculated as EBITDA of $167.8M, comprised of net income of $82.3M, plus depreciation, depletion, and amortization ($54.3M), net interest expense ($8.9M), and income tax expense ($22.3M), adjusted for stock-based compensation ($12.9M), accretion of asset retirement obligations ($1.4M) and idle mine costs ($4.0M). • Adjusted EBITDA for 2022 is calculated as EBITDA of $194.2M, comprised of net income of $116.0M, plus depreciation, depletion, and amortization ($41.2M), net interest expense ($6.8M), and income tax expense ($30.2M), adjusted for stock-based compensation ($8.2M), charitable contributions ($1.0M), accretion of asset retirement obligations ($1.1M) and Berwind mine idle costs ($9.5M). • Adjusted EBITDA for 2021 is calculated as EBITDA of $73.2M, comprised of net income of $39.8M, plus depreciation, depletion, and amortization ($26.2M), net interest expense ($2.6M), and income tax expense ($4.6M), adjusted for stock-based compensation ($5.3M) and accretion of asset retirement obligations ($0.6M).

  60. PAY VERSUS PERFORMANCE

    | Comparative Disclosure |

  61. PAY VERSUS PERFORMANCE

    The following graph sets forth the relationship between TSR and amount of compensation actually paid (CAP) to the PEO and Non-PEO NEOs for the years ended on December 31, 2025, December 31, 2024, December 31, 2023, December 31, 2022, and December 31, 2021. TSR is shown on a combined basis for both classes of common stock in 2025. The following graph sets forth the relationship between Net Income and amount of compensation actually paid (CAP) to the PEO and Non-PEO NEOs for the years ended on December 31, 2025, December 31, 2024, December 31, 2023, December 31, 2022, and December 31, 2021. The following graph sets forth the relationship between Adjusted EBITDA and amount of compensation actually paid (CAP) to the PEO and Non-PEO NEOs for the years ended on December 31, 2025, December 31, 2024, December 31, 2023, December 31, 2022, and December 31, 2021. The following graph sets forth the relationship between our TSR and our peer group TSR for the years ended on December 31, 2025, December 31, 2024, December 31, 2023, December 31, 2022, and December 31, 2021. TSR is shown on a combined basis for both classes of common stock in 2023-2025.

  62. PAY VERSUS PERFORMANCE

    | Financial Performance Measures |

  63. PAY VERSUS PERFORMANCE

    The four items listed below measure the most important metrics used to link CAP to Company performance for the 2025 fiscal year as further described in the section titled “Annual Cash Incentive Bonus” of the Compensation Discussion and Analysis.

  64. PAY VERSUS PERFORMANCE

    | Most Important Performance Measures | | Adjusted EBITDA | | Cost of Coal Sales Per Ton | | Safety - TRIR | | Environmental |

  65. PAY RATIO

    PAY RATIO The following information is provided regarding the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer (“CEO”). As of December 31, 2025, we had approximately 900 employees, all of whom are in the United States. We identified our median employee for 2025 by examining the taxable wages of each individual employed by the Company as of December 31, 2025, excluding our CEO, as reported in Box 1 on Internal Revenue Service Form W-2. We did not annualize compensation of employees who were employed by us less than a full year. Upon identifying the median employee, we then calculated annual total compensation for this individual in the same manner as the total column shown for our NEOs in the “Summary Compensation Table for 2025” within this Proxy Statement. The annual total compensation of our median employee for 2025 was $117,751. As disclosed in the “Summary Compensation Table for 2025,” our CEO’s annual total compensation for 2025 was $9,206,767. Therefore, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 78 to 1.