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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): June 15, 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) |
|
(I.R.S. 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:
| |
☐ | 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 June 15, 2026, Ramaco Resources, Inc. (the
"Company") issued a press release (the “Press Release”) announcing the dividend ratio of its previously declared
stock dividend for the second quarter of fiscal year 2026 relating to its Class B common shares to shareholders of record on June 12,
2026. 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 June 15, 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: June 15, 2026 |
By: |
/s/ Randall W. Atkins |
| |
|
Randall W. Atkins |
| |
|
Chairman, Chief Executive Officer
|
Exhibit 99.1
Ramaco Resources Announces
Second Quarter Class
B Stock Dividend Details
LEXINGTON, Ky., June 15, 2026 (PRNEWSWIRE) – Ramaco Resources,
Inc. (NASDAQ: METC, METCB, “Ramaco” or the “Company”) today announced the dividend ratio of its previously
declared Class B common stock dividend for the second quarter of 2026.
As previously announced, the board of directors approved and declared
a quarterly Class B common stock dividend of $0.1369 per share of Class B common stock, payable on June 26, 2026 (the “Payment Date”),
to shareholders of record on June 12, 2026 (the “Record Date”), with the dividend to be paid in shares of Class B common stock.
Also as previously announced, Class B common stockholders will receive
a number of shares of Class B common stock for each share owned of Class B common stock determined by dividing $0.1369 by the closing
transaction price of the Class B common stock on June 12, 2026, which was $11.43 per share (the “Class B Closing Price”).
Based on the Class B Closing Price, each Class B common stockholder
will receive 0.011977 of one share of Class B common stock for each share of Class B common stock held by the Class B common stockholder
at the close of the market on June 12, 2026.
No fractional shares will be issued in connection with the above-described
stock dividend. In lieu of the issuance of fractional shares, the Company will pay in cash on the Payment Date the fair value of the fractions
of a share issuable, determined as of the close of Nasdaq on the Record Date and based upon the Class B Closing Price.
For additional information please see our Current Report on Form 8-K
which is expected to be filed with the Securities and Exchange Commission later 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.

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.
POINT OF CONTACT
INVESTOR RELATIONS: info@ramacometc.com or 859-244-7455