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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): September 25, 2026
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
8.01 Other Events.
Jury
Verdict Entered in Hayseeds Portion of the Insurance Coverage Litigation Against Federal Insurance Company and ACE American Insurance
Company
Background
As
previously disclosed, on November 5, 2018, one of three raw coal storage silos that fed the Elk Creek preparation plant of Ramaco Resources,
LLC ("Ramaco LLC"), a subsidiary of Ramaco Resources, Inc. (the "Company"), experienced a partial structural failure.
A temporary conveying system completed in late November 2018 restored approximately 80% of plant capacity, and a permanent belt workaround
restored the preparation plant to its full processing capacity in mid-2019. The Company’s insurance carrier, Federal Insurance Company,
disputed Ramaco LLC’s claim for coverage based on certain exclusions to the applicable policy. On August 21, 2019, Ramaco LLC filed suit
against Federal Insurance Company and Chubb INA Holdings, Inc. in Logan County Circuit Court in West Virginia, seeking a declaratory
judgment that the partial silo collapse was an insurable event and to require coverage under the policy. The defendants removed the case
to the United States District Court for the Southern District of West Virginia (the "Court"), and upon removal, Ramaco LLC
substituted ACE American Insurance Company as a defendant in place of Chubb INA Holdings, Inc.
The
initial trial in the matter commenced on June 29, 2021. On July 15, 2021, the jury returned a verdict in favor of Ramaco LLC for $7.7
million in contract damages, and on July 16, 2021, the jury made an additional award of $25.0 million for damages for wrongful denial
of the insurance claim under Hayseeds, Inc. v. State Farm Fire & Casualty Co., 177 W. Va. 323, 352 S.E.2d 73 (W. Va. 1986),
including damages for inconvenience and aggravation. Under West Virginia law, the Hayseeds doctrine provides that whenever a policyholder
substantially prevails in a first-party property damage suit against its insurer, the insurer may be liable not only for the policy benefits
owed but also for the insured’s reasonable attorneys’ fees, net economic losses caused by delay in settlement, and damages for aggravation
and inconvenience. On March 4, 2022, the Court entered a memorandum opinion and order reducing the jury award to a total of $1.8 million,
including pre-judgment interest, and vacating in its entirety the jury’s award of Hayseeds damages.
On
April 1, 2022, Ramaco LLC filed a notice of appeal with the U.S. Court of Appeals for the Fourth Circuit. On July 20, 2023, the Fourth
Circuit rendered a decision reinstating the jury’s $7.7 million contract damages verdict, determining that Ramaco LLC is entitled to
attorney’s fees in an amount to be determined on remand, and holding that Ramaco LLC is entitled to Hayseeds damages for wrongful
denial of the claim but remanding the matter for a new trial on the amount of such damages after finding the original $25.0 million award
to be excessive. The defendants’ Petition for Rehearing and Rehearing En Banc was denied on August 15, 2023. The Fourth Circuit issued
its mandate on October 2, 2023. During 2023, the defendants fully paid the portion of the judgment related to contract (compensatory)
damages, and that portion of the matter was considered closed.
On
August 19, 2024, the Court issued a Memorandum Opinion and Order providing that the Hayseeds damages to be considered in the new trial
would include annoyance and inconvenience up to October 2, 2023, and net economic loss caused by the defendants’ delay in settlement
for the period of July 15, 2021 through October 2, 2023, with new discovery permitted for those time periods.
Judgment
and Damages
The
new trial on Hayseeds damages commenced on September 22, 2026, in the Charleston Division of the Court. There are three elements of damages
in this matter: (i) Hayseeds damages for aggravation and inconvenience; (ii) Hayseeds damages for net economic loss; and (iii) attorney’s
fees.
On
September 25, 2026, after deliberations, the jury determined by a preponderance of the evidence that the following damages should be
awarded to Ramaco LLC:
| ● | Hayseeds
damages for aggravation and inconvenience in the amount of $2,500,000; and |
| ● | Hayseeds
damages for net economic loss in the amount of $27,500,000. |
The
jury’s verdict resolved two of the three elements of damages. The remaining element—attorneys’ fees—was not decided
by the jury and will be determined by the Court.
The
Court entered judgment in favor of Ramaco LLC and against defendants Federal Insurance Company and ACE American Insurance Company in
accordance with the jury’s verdict on September 25, 2026.
The
Company is grateful to the jury for its careful consideration of the facts and for delivering a just verdict that recognizes the harm
we suffered by the insurance carriers’ wrongful delay in payment of a legitimate insurance claim that we filed in 2019.
Post-Trial
Motions
The
Court has directed that any and all post-trial motions, including but not limited to motions to set aside the jury’s verdict or to reduce
the amounts reflected in the verdict, must be filed in writing within 28 days of the entry of judgment.
Appeal
Under
Rule 4(a)(1)(A) of the Federal Rules of Appellate Procedure, a notice of appeal must be filed with the district clerk within 30 days
after the entry of the final judgment or order appealed from. Accordingly, the defendants will have 30 days from the date of entry of
the final judgment to file a notice of appeal with the Court. However, if any party files a timely post-trial motion under Rule 50(b),
Rule 59, or certain other provisions of the Federal Rules of Civil Procedure within the time allowed by those rules, the time to file
a notice of appeal will run for all parties from the entry of the order disposing of the last such remaining motion or motions.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release issued by Ramaco Resources, Inc. dated September 28, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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:
September 28, 2026
Exhibit 99.1
Ramaco
Resources, Inc. Announces $30.0 Million Jury Verdict in Insurance Coverage Litigation
LEXINGTON,
Ky., Sept. 28, 2026 /PRNewswire/ -- Ramaco Resources, Inc. (NASDAQ: METC, METCB) (“Ramaco” or the “Company”) today
announced that a federal jury has returned a verdict awarding $30.0 million in damages to Ramaco Resources, LLC (“Ramaco LLC”),
a subsidiary of the Company, in its insurance coverage lawsuit against Federal Insurance Company and ACE American Insurance Company,
both subsidiaries of the Chubb Insurance company (collectively “Chubb”). The trial was held in the Charleston Division of
the United States District Court for the Southern District of West Virginia (the “Court”).
The
lawsuit arose from the defendants’ denial of Ramaco LLC’s insurance claim following a partial structural failure of a raw coal storage
silo at the Company’s Elk Creek preparation plant in November 2018. Ramaco LLC filed suit in August 2019, seeking a declaratory judgment
that the silo collapse was an insurable event and to require coverage under the applicable policy.
On
September 25, 2026, following the new trial on damages, the jury determined by a preponderance of the evidence that the following damages
should be awarded to Ramaco LLC:
| ● | Damages
for aggravation and inconvenience in the amount of $2,500,000; and |
| ● | Damages
for net economic loss in the amount of $27,500,000. |
The
Court entered judgment in favor of Ramaco LLC and against defendants Chubb in accordance with the jury’s verdict on September 25, 2026.
The jury’s verdict resolved two of the three elements of damages in the matter. The remaining element — attorney’s fees —
was not decided by the jury and will be determined by the Court.
The
defendants may file post-trial motions within 28 days of the entry of judgment and will have 30 days from the date of entry of the final
judgment to file a notice of appeal.
“The
Company is grateful to the jury for its careful consideration of the facts and for delivering a just verdict that recognizes the harm
we suffered by the insurance carriers’ wrongful delay in payment of a legitimate insurance claim that we filed in 2019,” said Randall
Atkins, Chairman and CEO of Ramaco Resources.
Additional
information may be found in the Current Report on Form 8-K filed by the Company today.
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 exploring a coal, rare earth and other critical minerals project in Wyoming. The Company’s executive offices are located
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 coal mine and rare earth element and other critical mineral exploration
stage property near Sheridan, Wyoming (the “Brook Mine”). The Brook Mine remains an exploration stage property, and no assurance
can be given that it will be successfully developed into a commercial scale mine or that any inferred mineral resources estimated will
be converted into higher confidence mineral resources or eventually mineral reserves. Contiguous to the Brook Mine, the Company operates
a carbon research facility related to the potential production of advanced carbon products and materials from coal. In connection with
these activities, it holds a body of more than 70 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 or info@ramacometc.com.
Contact:
George Cpin, Ramaco Resources george.cpin@ramacometc.com
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, including, but not limited to, statements related to the outcome of pending post-trial motions and potential
appeals, the determination of attorney’s fees, the collection of damages awarded, and the Company’s financial guidance and outlook. These
forward-looking statements represent Ramaco Resources’ expectations or beliefs concerning future events and anticipated 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, the possibility that
the jury’s verdict may be reduced or set aside by post-trial motions or on appeal, the defendants’ ability to satisfy the judgment, the
outcome of any appellate proceedings, and the Court’s determination of attorney’s fees. 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. 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.
