Ramaco Resources (METC) CFO reports major PSU and RSU vesting in Form 4

Rhea-AI Filing Summary

Ramaco Resources, Inc. chief financial officer Jeremy R. Sussman reported multiple equity award vestings and related share movements on January 30, 2026. Performance stock units granted on February 20, 2023 vested after the compensation committee certified pre‑established targets at 200% for the period from January 1, 2023 through December 31, 2025, resulting in vesting for 65,631 shares of Class A and 13,126 shares of Class B common stock.

The filing also shows vesting of several restricted stock unit installments granted in 2023, 2024, and 2025 under the company’s Long Term Incentive Plan, along with dividend equivalent units in Class B shares. To cover tax obligations upon vesting, Sussman surrendered shares, including 56,246 Class A shares at $19.97 and 11,249 Class B shares at $12.43. After these transactions, he directly owned 463,278 shares of Class A and 108,660 shares of Class B common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sussman Jeremy R.

(Last) (First) (Middle)

250 WEST MAIN STREET

SUITE 1900

(Street)

LEXINGTON KY 40507

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ramaco Resources, Inc. [ METC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	01/30/2026		M(1)(8)		131,262	A	$0	488,091	D
Class A common stock	01/30/2026		F(2)		56,246	D	$19.97	431,845	D
Class A common stock	01/30/2026		M(3)(4)(5)		55,000	A	$0	486,845	D
Class A common stock	01/30/2026		F(2)		23,567	D	$19.97	463,278	D
Class B common stock	01/30/2026		M(1)(10)		26,252	A	$0	114,313(6)	D
Class B common stock	01/30/2026		F(15)		11,249	D	$12.43	103,064	D
Class B common stock	01/30/2026		M(3)		4,375	A	$0	107,439	D
Class B common stock	01/30/2026		F(15)		1,875	D	$12.43	105,564	D
Class B common stock	01/30/2026		M(13)		5,419	A	$0	110,983	D
Class B common stock	01/30/2026		F(15)		2,323	D	$12.43	108,660	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(7)	01/30/2026		M(1)			65,631	(1)	(1)	Class A common stock	65,631	$0	0	D
Performance Stock Units	(7)	01/30/2026		A(1)		65,631(8)		(1)	(1)	Class A common stock	65,631	$0	65,631(8)	D
Performance Stock Units	(7)	01/30/2026		M(1)			65,631(8)	(1)	(1)	Class A common stock	65,631	$0	0	D
Performance Stock Units	(9)	01/30/2026		M(1)			13,126	(1)	(1)	Class B common stock	13,126	$0	0	D
Performance Stock Units	(9)	01/30/2026		A(1)		13,126(10)		(1)	(1)	Class B common stock	13,126	$0	13,126(10)	D
Performance Stock Units	(9)	01/30/2026		M(1)			13,126(10)	(1)	(1)	Class B common stock	13,126	$0	0	D
Restricted Stock Units	(11)	01/30/2026		M(3)			21,877	(3)	(3)	Class A common stock	21,877	$0	0	D
Restricted Stock Units	(11)	01/30/2026		M(4)			11,123	(4)	(4)	Class A common stock	11,123	$0	11,123	D
Restricted Stock Units	(11)	01/30/2026		M(5)			22,000	(5)	(5)	Class A common stock	22,000	$0	43,998	D
Restricted Stock Units	(12)	01/30/2026		M(3)			4,375	(3)	(3)	Class B common stock	4,375	$0	0	D
Dividend Equivalent Units	(13)	01/30/2026		M			5,419	(14)	(14)	Class B common stock	5,419	$0	0	D

Explanation of Responses:

1. The performance stock units granted on February 20, 2023 under the Ramaco Resources, Inc.'s (the "Company") Long Term Incentive Plan vested on January 30, 2026 upon certification of performance by the Company's Compensation Committee of the Board of Directors (the "Committee"). The Committee certified the achievement of pre-established performance targets at 200% for the performance period beginning on January 1, 2023 and ending on December 31, 2025. As a result of the Committee Certification, the vesting of additional performance stock units for 65,631 shares of Class A and 13,126 shares of Class B stock was approved.

2. Shares surrendered upon vesting to satisfy tax obligations. The number of shares surrendered was based on the closing price of the Issuer's Class A common stock on January 29, 2026.

3. The third and final installment of restricted stock units granted on February 20, 2023 under the Company's Long Term Incentive Plan vested on January 30, 2026.

4. The second installment of restricted stock granted on February 29, 2024 under the Company's Long Term Incentive Plan vested on January 30, 2026. One annual installment remains from this grant.

5. The first installment of restricted stock units granted on February 24, 2025 under the Company's Long Term Incentive Plan vested on January 30, 2026. Two annual installments remain from this grant.

6. As a result of the four common stock dividends paid in Class B common stock 1) declared on December 5, 2024 and paid on March 14, 2025, 2) declared on March 17, 2025 and paid on June 13, 2025, 3) declared on August 22, 2025 and paid on September 19, 2025, and 4) declared on November 14, 2025 and paid on December 5, 2025 the reporting person received a total of 11,113 shares of Class B common Stock, which are included in the reported amount.

7. Each performance stock unit represents a contingent right to receive one share of Class A common stock.

8. Amount includes 65,631 Performance Stock Units for Class A common stock that vested because more than 100% of the pre-established performance targets were achieved during the performance period. See Footnote 1.

9. Each performance stock unit represents a contingent right to receive one share of Class B common stock.

10. Amount includes 13,126 Performance Stock Units for Class B common stock that vested because more than 100% of the pre-established performance targets were achieved during the performance period. Please see Footnote 1.

11. Each restricted stock unit represents a contingent right to receive one share of Class A common stock.

12. Each restricted stock unit represents a contingent right to receive one share of Class B common stock.

13. Dividend equivalent units underlying the three tranches of restricted stock units and the tranche of performance stock units listed above with respect to Class A common stock and with respect to Class B common stock. See footnotes 1, 3, 4 and 5 for further detail.

14. See Footnote 6 for further detail regarding the stock dividends.

15. Shares surrendered upon vesting to satisfy tax obligations. The number of shares surrendered was based on the closing price of the Issuer's Class B common stock on January 29, 2026.

Remarks:

	/s/ Jonathan T Adkins, Attorney in Fact	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Ramaco Resources (METC) disclose about CFO Jeremy Sussman’s equity awards?

Ramaco Resources disclosed that CFO Jeremy R. Sussman had multiple performance stock units and restricted stock units vest on January 30, 2026. These awards were granted under the Long Term Incentive Plan and tied to multi‑year performance and service conditions.

How many performance stock units vested for the Ramaco Resources (METC) CFO?

Performance stock units for 65,631 shares of Class A and 13,126 shares of Class B common stock vested for the CFO. The compensation committee certified achievement of pre‑established performance targets at 200% for the 2023–2025 performance period, triggering these vesting amounts.

Why were Ramaco Resources (METC) shares surrendered in this Form 4 filing?

Shares were surrendered upon vesting to satisfy tax obligations. For Class A common stock, the surrendered amount was based on the January 29, 2026 closing price of $19.97, and for Class B common stock on the same date’s $12.43 closing price.

How many Ramaco Resources (METC) Class A shares does the CFO own after these transactions?

Following the reported transactions, CFO Jeremy R. Sussman directly owned 463,278 shares of Ramaco Resources’ Class A common stock. This figure reflects equity award conversions and share surrenders for taxes recorded on January 30, 2026 in the Form 4 filing.

How many Ramaco Resources (METC) Class B shares does the CFO hold after the reported activity?

After the transactions, Sussman directly owned 108,660 shares of Class B common stock. This amount includes prior holdings, vested awards, dividend-related shares, and reductions from shares surrendered to cover withholding taxes at the reported Class B price of $12.43.

What role did dividend equivalent units play in the Ramaco Resources (METC) Form 4?

Dividend equivalent units related to restricted stock units and performance stock units converted into additional Class B common shares. Footnotes explain that four Class B stock dividends over 2024–2025 yielded 11,113 Class B shares included in the reported Class B ownership.