Ramaco Resources (NASDAQ: METC) CCO reports major equity vesting and tax share surrenders

Rhea-AI Filing Summary

Ramaco Resources’ chief commercial officer Jason Todd Fannin reported equity award vesting and related tax-withholding sales. Performance stock units granted in 2023 vested on January 30, 2026 after the compensation committee certified pre-set targets at 200%, adding 64,593 Class A and 12,918 Class B shares.

Several tranches of restricted stock units in both Class A and Class B also vested the same day. To cover tax obligations, Fannin surrendered shares of Class A at $19.97 and Class B at $12.43 per share. After these transactions, he directly held 273,862 Class A and 60,764 Class B shares.

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^*

Fannin Jason Todd

(Last) (First) (Middle)

250 W. 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 COMMERCIAL 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)		129,186	A	$0	291,442	D
Class A common stock	01/30/2026		F(2)		50,835	D	$19.97	240,607	D
Class A common stock	01/30/2026		M(3)(4)(5)		54,830	A	$0	295,437	D
Class A common stock	01/30/2026		F(2)		21,575	D	$19.97	273,862	D
Class B common stock	01/30/2026		M(1)(10)		25,837	A	$0	65,075(6)	D
Class B common stock	01/30/2026		F(15)		10,167	D	$12.43	54,908	D
Class B common stock	01/30/2026		M(3)		4,306	A	$0	59,214	D
Class B common stock	01/30/2026		F(15)		1,694	D	$12.43	57,520	D
Class B common stock	01/30/2026		M(13)		5,349	A	$0	62,869	D
Class B common stock	01/30/2026		F(15)		2,105	D	$12.43	60,764	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)			64,593	(1)	(1)	Class A common stock	64,593	$0	0	D
Performance Stock Units	(7)	01/30/2026		A(1)		64,593(8)		(1)	(1)	Class A common stock	64,593	$0	64,593	D
Performance Stock Units	(7)	01/30/2026		M(1)			64,593(8)	(1)	(1)	Class A common stock	64,593	$0	0	D
Performance Stock Units	(9)	01/30/2026		M(1)			12,919	(1)	(1)	Class B common stock	12,919	$0	0	D
Performance Stock Units	(9)	01/30/2026		A(1)		12,918(10)		(1)	(1)	Class B common stock	12,918	$0	12,918	D
Performance Stock Units	(9)	01/30/2026		M(1)			12,918(10)	(1)	(1)	Class B common stock	12,918	$0	0	D
Restricted Stock Units	(11)	01/30/2026		M(3)			21,531	(3)	(3)	Class A common stock	21,531	$0	0	D
Restricted Stock Units	(11)	01/30/2026		M(4)			11,299	(4)	(4)	Class A common stock	11,299	$0	11,299	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			4,306	(3)	(3)	Class B common stock	4,306	$0	0	D
Dividend Equivalent Units	(13)	01/30/2026		M			5,349	(14)	(14)	Class B common stock	5,349	$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 64,593 shares of Class A and 12,918 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 5,031 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 64,593 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 12,918 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 insider transaction did METC’s chief commercial officer report?

Ramaco Resources’ chief commercial officer Jason Todd Fannin reported vesting of performance stock units and restricted stock units, plus share surrenders for taxes. On January 30, 2026, equity awards in both Class A and Class B common stock converted into shares, with a portion withheld to satisfy tax obligations.

How many METC performance stock units vested for Jason Todd Fannin?

Performance stock units covering 64,593 shares of Class A and 12,918 shares of Class B common stock vested for Jason Todd Fannin. The compensation committee certified pre-established performance targets at 200% for the 2023–2025 period, triggering these additional vesting amounts under Ramaco Resources’ Long Term Incentive Plan.

Why did Jason Todd Fannin surrender METC shares in this Form 4?

Fannin surrendered shares solely to satisfy tax obligations arising upon vesting of equity awards. Class A shares were withheld based on a $19.97 closing price, and Class B shares on a $12.43 price, both as of January 29, 2026, rather than through open-market discretionary sales.

What are Jason Todd Fannin’s METC shareholdings after these transactions?

Following the January 30, 2026 transactions, Fannin directly owned 273,862 shares of Ramaco Resources Class A common stock and 60,764 shares of Class B common stock. These balances reflect vested awards and shares surrendered for taxes, as reported in the Form 4’s non-derivative holdings table.

How were METC’s performance goals described for Fannin’s vested units?

The compensation committee certified that pre-established performance targets for the 2023–2025 period were achieved at 200%. This certification caused additional performance stock units to vest, resulting in 64,593 Class A and 12,918 Class B shares being approved for Jason Todd Fannin under the company’s incentive plan.

What types of METC equity awards are involved in this Form 4?

The filing covers performance stock units, restricted stock units, and dividend equivalent units tied to both Class A and Class B shares. Vesting of these derivative awards on January 30, 2026 resulted in corresponding common stock, with certain shares withheld to cover associated tax liabilities.