Ramaco Resources (NASDAQ: METC) signs non-binding rare earth MOU with REalloys

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Ramaco Resources, Inc. filed a report describing a new, non-binding memorandum of understanding with REalloys Inc. to pursue a strategic rare earth relationship. The understanding contemplates Ramaco supplying Mixed Rare Earth Carbonate from its exploratory Brook Mine project in Wyoming for separation into rare earth oxides at REalloys’ Saskatchewan Research Council facility.

The memorandum also envisions Ramaco providing separated scandium oxide from its Brook Mine refinery for alloy metallization at REalloys’ Euclid, Ohio facility. The Brook Mine remains an exploration-stage rare earth and critical minerals project, and Ramaco emphasizes that there is no assurance it will be successfully developed into a commercial-scale mine.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Terms

non-binding memorandum of understanding, offtake agreement, Mixed Rare Earth Carbonate (MREC), scandium oxide, +1 more

5 terms

non-binding memorandum of understanding regulatory

"Ramaco Resources, Inc. announces that it has entered into a non-binding memorandum of understanding with REalloys Inc."

A non-binding memorandum of understanding is a written outline of the main terms and intentions between parties that signals they are negotiating a potential deal but does not create enforceable legal obligations. Think of it as a detailed handshake that helps investors read a company's likely direction and near-term plans, while reminding them the final agreement, price or timeline can still change.

offtake agreement financial

"to establish a strategic relationship to complete due diligence and finalize an offtake agreement aimed at bolstering America’s domestic rare earth"

A contract in which a buyer commits to purchase a set portion or percentage of a producer’s future output—such as minerals, energy, agricultural goods, or manufactured products—often over a multi‑year period. It matters to investors because it creates predictable sales and cash flow, reduces the risk of unsold inventory, and can make projects easier to finance; think of it like pre‑selling future harvests or securing long‑term customers before production begins.

Mixed Rare Earth Carbonate (MREC) technical

"Ramaco would provide REalloys with a supply of Mixed Rare Earth Carbonate (MREC) from Ramaco’s exploratory rare earth and critical minerals project"

A mixed rare earth carbonate (MREC) is a raw chemical product made by turning mined rare earth minerals into a blended powder of carbonate salts containing several rare earth elements. Think of it like a mixed bag of raw ingredients that downstream manufacturers then refine into specific metals used in magnets, batteries and electronics. Investors care because MREC is an early-step commodity whose availability, quality and price directly affect the supply, costs and profit margins of industries that rely on rare earths, so shifts in MREC markets can signal changes in future production and profitability.

scandium oxide technical

"The MOU also contemplates that Ramaco would supply its own separated scandium oxide from its Brook Mine critical mineral refinery"

Scandium oxide is a white, powdery mineral compound used as an ingredient to improve the strength, weight and performance of high-tech materials such as aluminum alloys, fuel cells, and certain electronics. For investors, it matters because it is a scarce, specialty raw material—like a rare spice in a recipe—that can raise costs or create supply bottlenecks for manufacturers and influence the valuations of miners, suppliers, and technology makers that rely on it.

forward-looking statements regulatory

"Certain statements contained in this news release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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Available on EDGAR 05/28/2026 - 04:16 PM Accepted by SEC EDGAR 05/28/2026 - 04:15 PM

FAQ

What did Ramaco Resources (METC) announce in this 8-K filing?

Ramaco Resources announced it entered into a non-binding memorandum of understanding with REalloys Inc. The parties plan to complete due diligence and work toward a potential offtake agreement tied to Ramaco’s rare earth and critical minerals project at the Brook Mine in Wyoming.

What is the focus of Ramaco’s memorandum of understanding with REalloys?

The memorandum focuses on a potential supply and processing relationship for rare earth materials. It contemplates Ramaco providing Mixed Rare Earth Carbonate and separated scandium oxide, while REalloys would handle rare earth separation and alloy metallization at its facilities in Saskatchewan and Ohio.

How does the Brook Mine project factor into Ramaco Resources’ rare earth plans?

The Brook Mine in Wyoming is Ramaco’s exploration-stage coal, rare earth, and critical minerals project. The contemplated offtake relationship with REalloys would use Mixed Rare Earth Carbonate and scandium oxide from Brook Mine, though there is no assurance it will become a commercial-scale operation.

Is the agreement between Ramaco Resources and REalloys binding?

No, the memorandum of understanding between Ramaco Resources and REalloys is explicitly described as non-binding. It outlines the parties’ intent to complete due diligence and negotiate an offtake agreement, rather than committing them to definitive commercial terms at this stage.

What rare earth products could Ramaco supply to REalloys under the contemplated deal?

Ramaco could supply Mixed Rare Earth Carbonate from its Brook Mine project for separation into various rare earth oxides. It also contemplates supplying its own separated scandium oxide from a Brook Mine critical mineral refinery for alloy metallization at REalloys’ Euclid, Ohio facility.

What cautionary statements does Ramaco make about the Brook Mine project?

Ramaco notes Brook Mine remains an exploration-stage property and may not become a commercial mine. It stresses that mineral resources are not mineral reserves and there is no certainty inferred resources at Brook Mine will convert into higher-confidence resources or reserves in the future.

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): May 28, 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, including zip code)

(859) 244-7455

(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 (see General Instruction A.2. below):

☐	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 7.01. Regulation FD Disclosure.

On May 28, 2026, Ramaco Resources, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the entry into a non-binding memorandum of understanding with REalloys, Inc. A copy of the Press Release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for 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 deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), 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		Press Release issued by Ramaco Resources, Inc. dated May 28, 2026
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: May 28, 2026	By:	/s/ Randall W. Atkins
		Randall W. Atkins
		Chairman, Chief Executive Officer

Exhibit 99.1

Ramaco Resources, Inc. Announces the Entry into a Non-Binding
Memorandum of Understanding with REalloys, Inc.

LEXINGTON, KY, May 28, 2026/PRNewswire/Ramaco Resources, (NASDAQ: METC, METCB) (“Ramaco”) announces that it has entered into a non-binding memorandum of understanding with REalloys Inc. (NASDAQ: ALOY), an Ohio-based rare earth company, to establish a strategic relationship to complete due diligence and finalize an offtake agreement aimed at bolstering America’s domestic rare earth and permanent magnet supply chain.

The MOU contemplates that Ramaco would provide REalloys with a supply of Mixed Rare Earth Carbonate (MREC) from Ramaco’s exploratory rare earth and critical minerals project in Wyoming. REalloys would then perform separation of the Ramaco feedstock into various rare earth oxides at its Saskatchewan Research Council (SRC) facility. The MOU also contemplates that Ramaco would supply its own separated scandium oxide from its Brook Mine critical mineral refinery for alloy metallization at REalloys’ Euclid, Ohio facility.

“Ramaco is proud to pursue a future partnership with REalloys to supply domestically sourced mixed rare earth carbonates and scandium oxide that could underpin a resilient, ex-China permanent magnet supply chain,” said Randall Atkins, Chairman and CEO of Ramaco Resources. “We are progressing to position the Brook Mine to potentially deliver both reliable MREC feedstock tailored to REalloys’ SRC separation facilities as well as our own scandium oxide for REalloys’ metallization process.”

###

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.

Contact:

Jason Fannin, Ramaco Resources

Jason.Fannin@ramacoresources.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 future production volumes and sales, anticipated capital expenditures, expected demand for metallurgical coal, the development and commercialization of the Brook Mine rare earth and critical mineral project, projected operating costs and margins, and the Company's financial guidance and outlook. 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 increase production at our existing met coal 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 exploratory Brook Mine rare earth and critical mineral 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 inferred mineral resources estimated at Brook Mine will be converted into higher confidence mineral resources and eventually mineral reserves in the future. Rare earth and critical minerals are 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 and other critical mineral 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.

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 PRESS RELEASE ISSUED BY RAMACO RESOURCES, INC. DATED MAY 28, 2026 13.5 KB