Why is ARLP’s Master Supply Agreement considered a related party transaction?

The Supplier, Saminco Solutions LLC, is affiliated with Joseph W. Craft III, who controls ARLP’s managing general partner, beneficially owns about 14.6% of ARLP’s common units, and serves as President, CEO, and Board Chairman. This relationship makes the arrangement a related party transaction.

Alliance Resource (NASDAQ: ARLP) approves related party supply and services pact

Filing Impact

(High)

Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

Alliance Resource Partners, L.P. entered into a related party Master Supply, Distribution and Services Agreement on July 1, 2026 through its subsidiary Matrix Design Africa (PTY) LTD with Saminco Solutions LLC.

The agreement allows Matrix Design Africa to act as a non-exclusive distributor for certain products in Africa and other territories outside the United States, purchase products, and obtain repair and refurbishment services from Saminco. Saminco may also buy products from Matrix Design Africa for incorporation into its own products.

The Master Supply Agreement has an initial five-year term with automatic one-year renewals, and can be terminated without cause on 90 days’ notice. Because Saminco is affiliated with ARLP’s President and CEO, the Conflicts Committee of the Board, composed entirely of independent directors, reviewed the terms and determined the transactions were fair and reasonable to the partnership and its unitholders.

Insights

ARLP adds a related party supply agreement vetted by its independent Conflicts Committee.

Alliance Resource Partners has created a structured supply, distribution, and services framework with an affiliate to support operations outside the United States. The contract is flexible, letting the subsidiary order products and services as needed and potentially supply components back to the affiliate.

Key economic terms such as pricing are referenced to standard purchase orders and benchmarked so they are no less favorable than terms granted to similarly situated customers. The five-year term with automatic one-year renewals, coupled with 90-day termination rights, provides ongoing optionality rather than a fixed volume commitment.

Because the counterparty is affiliated with ARLP’s President and CEO, the filing emphasizes governance. An independent Conflicts Committee reviewed and approved the agreement and concluded it was fair and reasonable to the partnership and its unitholders. Future disclosures in periodic reports may provide additional visibility into the financial scale of this relationship.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Initial term: 5 years Auto-renewal period: 1 year Termination notice without cause: 90 days +2 more

5 metrics

Initial term 5 years Initial term of Master Supply Agreement

Auto-renewal period 1 year Automatic renewal term after initial period

Termination notice without cause 90 days Minimum prior notice to terminate without cause

Renewal non-renewal notice 30 days Minimum notice before term end to stop auto-renewal

Beneficial ownership 14.6% of common units Beneficial ownership in ARLP by Joseph W. Craft III

Key Terms

Master Supply, Distribution and Services Agreement, related party agreement, non-exclusive distributor, Conflicts Committee, +1 more

5 terms

Master Supply, Distribution and Services Agreement financial

"consisting of a Master Supply, Distribution and Services Agreement (the "Master Supply Agreement") with Saminco"

non-exclusive distributor financial

"to (a) act as the Supplier’s non-exclusive distributor for certain products in Africa"

Conflicts Committee financial

"The terms of the Master Supply Agreement were reviewed and approved by the conflicts committee of the Board (the "Conflicts Committee")"

limitation of liability financial

"including with respect to applicable warranty periods, warranty repair obligations, acceptance and rejection of products and services, limitation of liability, force majeure"

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Available on EDGAR 07/08/2026 - 04:15 PM Accepted by SEC EDGAR 07/08/2026 - 04:15 PM

FAQ

What agreement did Alliance Resource Partners (ARLP) enter into on July 1, 2026?

Alliance Resource Partners entered a Master Supply, Distribution and Services Agreement between its subsidiary Matrix Design Africa and Saminco Solutions LLC. The contract covers product distribution, purchases, and services outside the United States under defined terms and conditions, including warranties and liability limits.

How long is the initial term of ARLP’s new Master Supply Agreement?

The initial term of the Master Supply Agreement is five years. After this period, it automatically renews for additional one-year terms unless either party gives at least 30 days’ notice before the current term expires, creating a rolling, renewable structure.

Can the new ARLP Master Supply Agreement be terminated without cause?

Yes, either party can terminate the Master Supply Agreement without cause by giving at least 90 days’ prior notice. This termination flexibility limits long-term lock-in and allows both sides to adjust if business needs or market conditions change.

How did Alliance Resource Partners address potential conflicts of interest in the Saminco deal?

ARLP’s Conflicts Committee, composed entirely of independent directors, reviewed and approved the Master Supply Agreement. The committee determined the transactions with the affiliated Supplier were fair and reasonable to the partnership and its unitholders, providing governance oversight of the related party relationship.

What pricing protections does ARLP have under the Master Supply Agreement?

Prices for products are set in purchase orders, and service charges are based on the Supplier’s hourly labor rate. The agreement requires prices to be no less favorable than those offered to similarly situated customers ordering comparable products or services, unless otherwise agreed.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 1, 2026

ALLIANCE RESOURCE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)


Delaware		73-1564280
(State or other jurisdiction of incorporation or organization)	Commission File No.: 0-26823	(IRS Employer Identification No.)

1717 South Boulder Avenue, Suite 400, Tulsa, Oklahoma 74119

(Address of principal executive offices and zip code)

(918) 295-7600

(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 obligations 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
Common Units	ARLP	The NASDAQ Stock Market LLC

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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On July 1, 2026, ARLP and its subsidiaries acquired certain assets located outside the United States and, in connection with such acquisition, we entered into the following related party agreement:

Master Supply, Distribution, and Services Agreement

On July 1, 2026, Matrix Design Africa (PTY) LTD ("Customer"), a wholly owned subsidiary of Alliance Resource Partners, L.P. ("ARLP"), entered into a related party agreement (as discussed below), consisting of a Master Supply, Distribution and Services Agreement (the "Master Supply Agreement") with Saminco Solutions LLC (the "Supplier"), pursuant to which the Customer has the right (but not the obligation) from time to time to (a) act as the Supplier’s non-exclusive distributor for certain products in Africa and other territories outside the United States, (b) purchase products from the Supplier, (c) obtain services from the Supplier, including in respect of the repair and refurbishment of products, in each case subject to the terms and conditions of the Master Supply Agreement. Further, the Master Supply Agreement provides the Supplier with the right (but not the obligation) from time to time to purchase products from the Customer for incorporation into its own products for resale.

The purchase price for any product shall be set forth in the applicable purchase order and, unless otherwise specified in the applicable purchase order, the amount payable for any services shall be based on the Supplier’s hourly labor rate then in effect and applicable to all customers of the Supplier. Prices charged and billed to the Customer for products and services shall be no less favorable to the Customer than those generally extended to other similarly situated customers of the Supplier ordering similar products or requesting similar services under similar circumstances, unless otherwise agreed in a purchase order.

The initial term of the Master Supply Agreement is five years, and the initial term shall automatically renew for successive periods of one year each unless a party gives notice of termination at least 30 days prior to the then expiring term. The Master Supply Agreement may also be terminated at any time by a party without cause upon the giving of at least 90 days prior notice. The Customer has the right to cancel any product or service purchase order under certain circumstances, including on account of the Supplier’s non-performance. The Master Supply Agreement contains other terms and conditions customary for a transaction of the type contemplated by a master supply, distribution, and services agreement, including with respect to applicable warranty periods, warranty repair obligations, acceptance and rejection of products and services, limitation of liability, force majeure, and indemnification for certain matters arising out of the subject matter of the Master Supply Agreement.

The foregoing description of the Master Supply Agreement is a summary only and is qualified in its entirety by reference to the complete text of the agreement, which will be filed as an exhibit to the Partnership’s periodic report for the period in which such agreement is required to be filed.

Related Party Transactions

The Supplier is a company affiliated with Joseph W. Craft III, who owns Alliance Resource Management GP, LLC, the managing general partner of ARLP (the "MGP"), beneficially owns approximately 14.6% of the common units, representing limited partner interests in ARLP, and is the President and Chief Executive Officer, and Chairman of the Board of Directors of MGP (the "Board"). The terms of the Master Supply Agreement were reviewed and approved by the conflicts committee of the Board (the "Conflicts Committee"), which is composed entirely of independent directors. The Conflicts Committee determined that the transactions with the Supplier were fair and reasonable to the Partnership and its unitholders.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits



Exhibit Number		Description
	104	Cover Page Interactive Data File (formatted as inline XBRL).

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.


	Alliance Resource Partners, L.P.


By:	Alliance Resource Management GP, LLC,
	its general partner


By:	/s/ Cary P. Marshall
	Cary P. Marshall
	Senior Vice President and Chief Financial Officer

Date: July 8, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Alliance Resource (NASDAQ: ARLP) approves related party supply and services pact

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