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UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM 8-K CURRENT REPORT Date of Report (date of earliest event
reported): November 13, 2025 |
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Ramaco Resources, Inc.
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| Delaware | 001-38003 | 38-4018838 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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250 West Main Street, Suite 1900 Lexington, Kentucky 40507 _ (859) 244-7455 |
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(Registrant’s telephone number, including area code)
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))
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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 November 13, 2025, Ramaco Resources, Inc. (the “Company”) updated the Frequently Asked Questions for its Brook Mine rare earth elements and critical minerals project to add a new liquidity section (the “Additional FAQs”) on its website at www.ramacoresources.com. The Additional FAQs update is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
On November 13, 2025, the Company issued a press release (the “Press Release”) announcing the posting of the Additional FAQs to its website. A copy of the Press Release is attached hereto as Exhibit 99.2 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 Exhibits 99.1 and 99.2 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 | Liquidity Frequently Asked Questions released by Ramaco Resources, Inc. dated November 13, 2025 | |
| 99.2 | Press Release issued by Ramaco Resources, Inc. dated November 13, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
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. | ||
| Date: November 13, 2025 | By: | /s/ Randall W. Atkins |
| Randall W. Atkins Chairman, Chief Executive Officer |
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Exhibit 99.1
What is Ramaco Resources’ current liquidity position?
Ramaco Resources currently holds a record liquidity position of more than $580 million as of November 7, 2025. This marks a significant increase from $87 million on June 30, 2025, reflecting the success of three financing initiatives completed since July.
What recent financing initiatives have Ramaco completed?
| · | On November 7, 2025, the company issued $345 million in 0% convertible senior notes due 2031. This included a capped call feature which effectively limits dilution to the Company upon conversion of the notes at maturity in six years unless the stock price exceeds approximately $55 per share. |
| · | On August 7, 2025, Ramaco raised $200 million through an equity offering of over 10.6 million METC shares sold at $18.75 per share. |
| · | On July 23, 2025, the Company issued $65 million in senior unsecured notes due 2030 (before expenses), while using roughly $35 million to pay off its senior unsecured notes due 2026. |
Who managed Ramaco’s recent financing transactions?
| · | Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC served as book-running managers for both the convertible bond and equity offerings. |
| · | Lucid Capital Markets led the baby bond offering. |
How does this liquidity impact Ramaco’s strategic plans?
The enhanced liquidity allows Ramaco to accelerate the commercial development of rare earth elements and critical minerals from its Brook Mine. The company remains committed to disciplined financial management.
How will the funds from these offerings be used?
The proceeds from these financing initiatives will primarily fund the development of Ramaco’s rare earth elements and critical minerals project. Additionally, the funds will support strategic growth opportunities and general corporate purposes.
Exhibit 99.2
Ramaco Posts FAQ Section on Website for Brook Mine Project
LEXINGTON, Ky., Nov. 13, 2025 /PRNewswire/ -- Ramaco Resources, Inc. (NASDAQ: METC, METCB) ("Ramaco" or the "Company") Ramaco is pleased to announce that at shareholder request it has added a comprehensive “frequently asked questions” (FAQ) section to its website. The section was designed to respond to inquiries from shareholders and primarily focuses on the Company’s Brook Mine rare earths and critical minerals project.
The newly released FAQ section provides information such as:
| · | The Company’s recent financial transactions and record liquidity positioning the Company to execute its rare earth and critical mineral projects, |
| · | the Brook Mine’s history and location as well as the background of the rare earth discovery through collaboration with the U.S. Department of Energy’s National Energy Technology Laboratory, |
| · | the initiation of mining at the fully permitted Brook Mine, the commencement of the pilot processing facility construction in Wyoming and the pilot prototype in Canada, |
| · | results of independent third-party reports and analysis including a Preliminary Economic Assessment and multiple Technical Report Summaries, |
| · | the commercial aspects and value proposition of rare earth elements and critical minerals, including the significant production potential of natural scandium, found at the mine, |
| · | the uses of some of the more prominent rare earths and critical minerals contained at the Brook Mine site, and |
| · | ongoing construction and testing activities, and the innovative use of artificial intelligence for resource mapping. |
“Our decision to add a dedicated FAQ section on the Brook Mine to our website grew from shareholder feedback to keep the public fully informed as our project development accelerates,” said Randall W. Atkins, Chairman and CEO of Ramaco Resources. “The unique nature of the Brook Mine has generated considerable interest. We want stakeholders to have direct access to clear information about our progress, our plans, and our work.”
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
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 include, but are not limited to, our expectations regarding our ability to develop rare earth mineral reserves and successfully develop the Brook Mine into a commercially viable producing mine. These forward-looking statements represent Ramaco Resources' expectations or beliefs concerning 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. Mineral resources are not mineral reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves. There is no certainty that any part of the estimated mineral resources at Brook Mine will be converted into mineral reserves in the future. 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. 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.