[8-K] Ramaco Resources, Inc. Reports Material Event

Rhea-AI Filing Summary

Ramaco Resources (METC) announced that its indirect subsidiary, Ramaco Resources Land Holdings, LLC, entered into an asset purchase agreement to acquire coal reserves and related real property interests in parts of Russell, Buchanan, and Tazewell Counties, Virginia. The aggregate purchase price is $15,000,000, payable in cash at closing and subject to customary adjustments.

Closing is subject to customary conditions, including receipt of specified third-party consents, and is expected to occur in November 2025. The agreement includes customary representations, warranties, covenants, and indemnification provisions. The purchaser will assume certain specified liabilities related to the assets as expressly set forth in the agreement.

Insights

Mining M&A analyst

$15M cash asset purchase; closing targeted for November 2025

Ramaco Resources agreed to buy coal reserves and related real property interests in Virginia for $15,000,000 in cash, subject to customary adjustments. The agreement lists standard representations, warranties, covenants, and indemnities, indicating a conventional asset deal structure.

Completion depends on customary closing conditions, including specified third-party consents. The purchaser, an indirect subsidiary, will assume certain specified liabilities tied to the assets, as defined in the agreement.

Closing is expected in November 2025. Actual impact will hinge on completion of conditions and integration of the acquired reserves into operations per subsequent disclosures.

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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): November 7, 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 1.01. Entry into a Material Definitive Agreement.

On November 7, 2025, Ramaco Resources Land Holdings, LLC (the “Purchaser”), an indirect subsidiary of Ramaco Resources, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Coronado IV LLC and Buchanan Mining Company, LLC (the “Sellers”) pursuant to which Purchaser will purchase from Seller certain coal (including reserves) and related real property interests (including certain improvements, fixtures attached thereto, and appurtenances thereon) associated with the reserve area located partly in Russell, Buchanan, and Tazewell Counties, Virginia, as described in the Purchase Agreement. The aggregate purchase price under the Purchase Agreement is $15,000,000, payable in cash at closing, subject to customary adjustments as set forth in the Purchase Agreement.

The closing of the transaction contemplated by the Purchase Agreement is subject to customary closing conditions, including receipt of specified third-party consents. Closing is expected to occur in November 2025.

The Purchase Agreement contains representations, warranties, covenants, and indemnification provisions that are customary for transactions of this type. The Purchaser will assume certain specified liabilities related to the purchased assets expressly assumed pursuant to the Purchase Agreement and related assignments.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1*		Asset Purchase Agreement, dated as of November 7, 2025, by and among Ramaco Resources Land Holdings, LLC, Coronado IV LLC and Buchanan Mining Company, LLC
104		Cover Page Interactive Data File (formatted as Inline XBRL)

* Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Corporation agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

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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: November 7, 2025

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FAQ

What did Ramaco Resources (METC) announce?

Ramaco’s subsidiary signed an asset purchase agreement to acquire coal reserves and related real property interests in Virginia.

What is the purchase price and payment terms for METC’s acquisition?

The aggregate purchase price is $15,000,000, payable in cash at closing, subject to customary adjustments.

Where are the acquired assets located for METC?

The assets are in parts of Russell, Buchanan, and Tazewell Counties, Virginia.

When is the closing expected for Ramaco Resources’ acquisition?

Closing is expected to occur in November 2025, subject to customary conditions.

What conditions must be satisfied before METC’s deal can close?

The closing is subject to customary closing conditions, including receipt of specified third-party consents.

Will Ramaco assume any liabilities as part of this transaction?

Yes. The purchaser will assume certain specified liabilities related to the purchased assets as expressly outlined in the agreement.

Who are the sellers in METC’s asset purchase?

The sellers are Coronado IV LLC and Buchanan Mining Company, LLC.