ITEM 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
Purchase and Sale Agreements
On January 29, 2026, Alliance Resource Properties, LLC (“Buyer”), an indirect, wholly-owned subsidiary of Alliance Resource Partners, L.P. (“ARLP”), entered into separate purchase and sale agreements (each, a “PSA” and, collectively, the “PSAs”) with, respectively, The Joseph W. Craft III Foundation (the “JWC Foundation”) and The Kathleen S. Craft Foundation (the “KSC Foundation” and, together with the JWC Foundation, the “Sellers”), pursuant to which Buyer has purchased all of the Sellers’ ownership interests in certain coal reserves together with certain surface rights located in Ohio County, West Virginia and Washington County, Pennsylvania (the “Transactions”).
The total purchase price under each PSA is $7.75 million, for an aggregate purchase price of $15.5 million. Buyer paid the entire purchase price to the KSC Foundation in a lump sum payment at closing, and paid the JWC Foundation approximately $1.85 million at closing, with the remaining amount of the purchase price, together with interest thereon at the rate of 5% per annum, payable in equal, annual installments each January 1 beginning on January 1, 2027 until January 1, 2032 (the “Payment Term”). Pursuant to the JWC Foundation PSA, Buyer shall have the right, by giving written notice to the JWC Foundation, or the obligation upon written demand of the JWC Foundation, to prepay all unpaid purchase price installments (together with accrued and unpaid interest thereon) at any time during the Payment Term without penalty or premium. With the exception of the terms of payment, each PSA is on substantially the same terms and conditions. The Transactions closed on January 29, 2026.
The foregoing description of each PSA is not complete and is qualified in its entirety by reference to the full text of each PSA, which are filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Related Party Transaction
The JWC Foundation is controlled by Joseph W. Craft III. Mr. Craft also controls Alliance Resource Management GP, LLC, which is the managing general partner of ARLP (the “MGP”), and he beneficially owns approximately 14% of the common units representing limited partner interests in ARLP (the “ARLP common units”). Mr. Craft serves as the Chief Executive Officer and President of the MGP, and is also Chairman of the Board of Directors of the MGP (the “Board”). The KSC Foundation is controlled by Kathleen Craft Mowry, who beneficially owns approximately 13% of the ARLP common units. The terms of the JWC Foundation PSA were unanimously approved by the Conflicts Committee of the Board, consisting solely of independent directors.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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Exhibit
Number | | Description |
| 10.1 | | Purchase and Sale Agreement dated January 29, 2026, by and between Alliance Resource Properties, LLC and The Joseph W. Craft III Foundation. |
| 10.2 | | Purchase and Sale Agreement dated January 29, 2026, by and between Alliance Resource Properties, LLC and The Kathleen S. Craft Foundation. |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL). |
