株探米国株
英語
エドガーで原本を確認する
false 0001687187 0001687187 2025-10-31 2025-10-31 0001687187 METC:ClassCommonStock0.01ParValueMember 2025-10-31 2025-10-31 0001687187 METC:ClassBCommonStock0.01ParValueMember 2025-10-31 2025-10-31 0001687187 METC:Sec8.375SeniorNotesDue2029Member 2025-10-31 2025-10-31 0001687187 METC:Sec8.250SeniorNotesDue2030Member 2025-10-31 2025-10-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 31, 2025

 

Ramaco Resources, Inc.

(Exact name of Registrant as specified in its Charter)

 

Delaware

  001-38003   38-4018838
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

250 West Main Street, Suite 1900

Lexington, Kentucky 40507

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (859) 244-7455

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A common stock, $0.01 par value   METC   Nasdaq Global Select Market
Class B common stock, $0.01 par value   METCB   Nasdaq Global Select Market
8.375% Senior Notes due 2029   METCZ   Nasdaq Global Select Market
8.250% Senior Notes due 2030   METCI   Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 


  

Item 7.01. Regulation FD Disclosure.

 

On October 31, 2025, Ramaco Resources, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that Goldman Sachs & Co., LLC will act as the exclusive structuring agent in connection with its previously announced initiative to establish a Strategic Critical Minerals Terminal at the Company’s Brook Mine in Wyoming. A copy of the Press Release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

None of the information furnished in this Item 7.01 or the accompanying Exhibit 99.1 will be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.

  Description
99.1   Press Release issued by Ramaco Resources, Inc. dated October 31, 2025
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

1


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Ramaco Resources, Inc.
   
  By: /s/ Randall W. Atkins
    Name:  Randall W. Atkins
    Title: Chairman and Chief Executive Officer

 

Date: October 31, 2025

 

2

 

EX-99.1 2 ea026332001ex99-1_ramaco.htm PRESS RELEASE ISSUED BY RAMACO RESOURCES, INC. DATED OCTOBER 31, 2025

Exhibit 99.1

 

 

Ramaco Resources to Collaborate with Goldman Sachs on Strategic Initiative to Establish First National Critical Minerals Stockpile

 

LEXINGTON, Ky., Oct. 31, 2025 /PRNewswire/ -- Ramaco Resources, Inc. (NASDAQ: METC, METCB) (“Ramaco” or the “Company”) Ramaco today announces that Goldman Sachs & Co. LLC (“Goldman Sachs”) will act as the exclusive structuring agent in connection with its previously announced initiative to establish a Strategic Critical Minerals Terminal (“SCMT”) at Ramaco’s Brook Mine facility in Wyoming.

 

On Oct. 27, 2025, Ramaco announced that its Board had approved the pursuit of the groundbreaking SCMT initiative. This collaboration is being pursued to help the private and public sector overcome supply chain risks and ensure uninterrupted access to strategic materials. The SCMT is designed to position Ramaco to become the most comprehensive, vertically integrated upstream producer of critical minerals and rare earth elements (“REEs”) in the United States.

 

The SCMT will provide long-term strategic stockpiling, storage, and inventory management solutions for Ramaco’s broad basket of critical minerals and rare earths. Ramaco also expects to offer tolling and value-added services for third-party producers, further strengthening the domestic supply chain. Ramaco intends to manage the stockpile as a state-of-the-art terminal to ensure the inventory is safe, secure and available for consumers at market prices.

 

Ramaco believes that its Brook Mine site offers significant advantages for the SCMT stockpile placement due to its strategic location and infrastructure access. The site benefits from direct connectivity to the BNSF railroad and is adjacent to a major interstate highway, both of which are expected to facilitate efficient transportation and distribution of materials to defense contractors and industrial consumers nationwide.

 

The Company is committed to strengthening America’s critical minerals supply chain, supporting national security, and driving innovation in the rare earths industry. The Brook Mine SCMT stockpile initiative represents an innovative and bold step forward in securing the nation’s future in advanced materials and manufacturing.

 

 


 

ABOUT RAMACO RESOURCES

 

Ramaco Resources, Inc. is an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia, and southwestern Virginia and a developing producer of coal, rare earth and critical minerals in Wyoming. Its executive offices are in Lexington, Kentucky, with operational offices in Charleston, West Virginia and Sheridan, Wyoming. The Company currently has four active metallurgical coal mining complexes in Central Appalachia and one development rare earth and coal mine near Sheridan, Wyoming in the initial stages of production. In 2023, the Company announced that a major deposit of primary magnetic rare earths and critical minerals was discovered at its mine near Sheridan, Wyoming. Contiguous to the Wyoming mine, the Company operates a carbon research and pilot facility related to the production of advanced carbon products and materials from coal. In connection with these activities, it holds a body of roughly 76 intellectual property patents, pending applications, exclusive licensing agreements and various trademarks. News and additional information about Ramaco Resources, including filings with the Securities and Exchange Commission, are available at https://www.ramacoresources.com. For more information, contact investor relations at (859) 244-7455.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND RESERVE, RESOURCE AND EXPLORATION TARGET STATEMENTS

 

Certain statements contained in this news release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Ramaco Resources’ expectations or beliefs concerning Ramaco’s plan for the SCMT stockpile, the Brook Mine as well as benefits and advantages from the SCMT and Brook Mine, guidance, future events, anticipated revenue, future demand and production levels, macroeconomic trends, the development of ongoing projects, costs and expectations regarding operating results, and it is possible that the results described in this news release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Ramaco Resources’ control, which could cause actual results to differ materially from the results discussed in the forward-looking statements. These factors include, without limitation, unexpected delays in our current mine development activities, the ability to successfully ramp up production at our complexes in accordance with the Company’s growth initiatives, failure of our sales commitment counterparties to perform, increased government regulation of coal in the United States or internationally, the impact of tariffs imposed by the United States and foreign governments, the further decline of demand for coal in export markets and underperformance of the railroads, the Company’s ability to successfully develop the Brook Mine REE/CM project, including whether the Company’s exploration target and estimates for such mine are realized, the timing of the initial production of rare earth concentrates, the development of a pilot and ultimately a full scale commercial processing facility. Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Ramaco Resources does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Ramaco Resources to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements found in Ramaco Resources’ filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The risk factors and other factors noted in Ramaco Resources’ SEC filings could cause its actual results to differ materially from those contained in any forward-looking statement.

 

2


 

This news release also includes various statements about our mineral reserves and resources which are derived, for the most part, from the technical report summaries prepared in compliance with the Item 601(b)(96) and subpart 1300 of Regulation S-K. The terms “mineral resource” and “mineral reserve” are defined and used in accordance with subpart 1300 of Regulation S-K. Under subpart 1300 of Regulation S-K, mineral resources may not be classified as “mineral reserves” unless the determination has been made by a qualified person that the indicated and measured mineral resources can be the basis of an economically viable project. You are specifically cautioned not to assume that any part or all of the mineral resources will ever be converted into mineral reserves, as defined by the SEC. You are cautioned that, except for that portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic value. Inferred mineral resources are estimates based on limited geological evidence and sampling and have a too high of a degree of uncertainty as to their existence to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Estimates of inferred mineral resources may not be converted to a mineral reserve. In particular, our estimates of rare earth and critical minerals at the Brook Mine are reported as in-place inferred resources. Rare earth and critical minerals is a new initiative for us and, as such, has required and will continue to require us to make significant investments to build out our rare earth capabilities. As a new facet of our business, there are heightened risks and uncertainties, and there is no assurance that we will be able to successfully develop the Brook Mine into a commercial scale mine. We have little to no demonstrated track record of commercial, operational or financial success outside of our core business, and given the uncertainties associated with rare earth and critical minerals and the mining thereof, we cannot assure you that this initiative will be successful. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be the basis of an economically viable project, or that it will ever be upgraded to a higher category. Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted to mineral reserves. This news release also includes various statements regarding our exploration targets at the Brook Mine Property, which are derived, for the most part, from the exploration report technical report summary prepared in compliance with the Item 601(b)(96) and subpart 1300 of Regulation S-K as well as a preliminary economic analysis completed by Fluor. The estimates derived from the technical report summary are, in part, a function of the quality and quantity of available data at the time such report was prepared and are considered reasonable; however, the estimates should be accepted with the understanding that with additional data and analysis subsequent to the date of the report, the estimates may necessitate revision, which may be material. Similarly, Fluor’s preliminary economic analysis is based in part on information not within the control of Ramaco and entirely on information not within the control of Fluor. While it is believed that the information contained therein will be reliable under the conditions and subject to the limitations set forth therein, neither Ramaco nor Fluor guarantees the accuracy or completeness thereof.

 

3