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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 15, 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 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 15, 2025, the Board of Directors
(the “Board”) of Ramaco Resources, Inc. (the “Company”) approved the appointment of Michael R. Graney to serve
as a member of the Board effective September 15, 2025, with a term expiring at the Company’s annual meeting of stockholders in 2026
or his earlier death, resignation, disqualification, or removal. The Board has affirmatively determined that Mr. Graney is an independent
director in accordance with the standards for independence set forth in the Nasdaq Stock Market Rules and that he also qualifies to serve
on the Compensation Committee of the Board. Effective September 15, 2025, Mr. Graney will serve on the Compensation Committee, Nominating
and Corporate Governance Committee, and Finance and Investment Committee.
In connection with his service as an independent
director, Mr. Graney will receive independent director compensation commensurate with the Company’s other independent directors
as described in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 30, 2025. There
are no arrangements or understandings between Mr. Graney and any other person pursuant to which he was selected as a director. Mr. Graney
does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company
to be a director or executive officer. There are no transactions in which Mr. Graney has an interest requiring disclosure under Item 404(a)
of Regulation S-K.
Mr. Graney will enter into an indemnification
agreement in the form entered into with the Company’s other directors and executive officers effective, as of the effective date
of his appointment to the Board (the “Indemnification Agreement”), which requires the Company to indemnify Mr. Graney to the
fullest extent permitted under Delaware law against liability that may arise by reason of his service to the Company, and to advance certain
expenses incurred as a result of any proceeding against him as to which he could be indemnified. The form of indemnification agreement
is filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-215363), as originally filed on January
11, 2017.
Item 7.01. Regulation FD Disclosure.
On September 16, 2025,
the Company issued a press release announcing Mr. Graney’s appointment to the Board (the “Press Release”). A copy of
the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
None of the information
furnished in this Item 7.01 or the accompanying Exhibit 99.1 will be deemed “filed” for the 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 incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended,
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 |
| 10.1 |
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-215363), as originally filed on January 11, 2017 |
| 99.1 |
|
Press Release issued by Ramaco Resources, Inc. dated September 16, 2025 |
| 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.
| |
Ramaco Resources, Inc. |
| |
|
| |
By: |
/s/ Randall W. Atkins |
| |
|
Name: Randall W. Atkins |
| |
|
Title: Chairman and Chief Executive Officer |
Date: September 16, 2025
