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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): February 13, 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)
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
8.01. Other Events.
On
February 13, 2026, Ramaco Resources, Inc. (the “Company”) was served with a summons in connection with a putative class action
complaint filed on January 30, 2026, in the United States District Court for the Southern District of New York, Case No. 1:26-cv-00846,
naming as plaintiff Lynn Henning, individually and on behalf of all others similarly situated, and naming as defendants the Company,
Randall W. Atkins (the Company’s Chairman and Chief Executive Officer), and Jeremy R. Sussman (the Company’s Chief Financial
Officer), alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder
arising from allegedly materially false and/or misleading statements concerning the development and active mining status of the Company's
Brook Mine rare earth and critical minerals project in Wyoming during the class period of July 31, 2025 through October 23, 2025. The
plaintiff seeks determination of class action status under Rule 23 of the Federal Rules of Civil Procedure, an award of compensatory
damages against all defendants jointly and severally for all damages sustained (including interest), reasonable costs and expenses including
counsel fees and expert fees, and such other relief as the court deems just and proper.
The
Company believes it has meritorious defenses to all claims in this matter and intends to defend the case vigorously.
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:
February 20, 2026
2
