Yorktown Sells into Ramaco $18.75 Offering, Nets ~$9.35M

Rhea-AI Filing Summary

Yorktown Energy Partners IX, L.P. and affiliated entities amended their Schedule 13D to report transactions in Ramaco Resources' Class A common stock. The issuer completed an underwritten offering of 10,666,667 shares at a public price of $18.75 per share and the underwriters exercised a full over-allotment of 527,910 additional shares. Yorktown sold the 527,910 shares at the public price less underwriting discounts and received net proceeds of $17.71875 per share.

As of the reporting date, each Reporting Person beneficially owns 3,097,134 shares, representing 5.61% of the Class A shares outstanding based on 55,182,254 shares after the offering. Yorktown entered into a customary 90-day lock-up with the underwriters restricting transfers, and the filing clarifies that Yorktown Energy Partners IX, L.P. directly holds the shares while Yorktown IX Company LP and Yorktown IX Associates LLC serve as general partner entities and disclaim ownership beyond pecuniary interest.

Positive

• Over‑allotment exercised in full, suggesting demand for the offering and a successful syndication.
• Yorktown realized cash proceeds of $17.71875 per share on the 527,910 shares sold, providing liquidity to the selling stockholder.
• Reporting transparency on ownership structure: direct ownership by Yorktown Energy Partners IX, L.P. and clear disclaimers from general partner entities.

Negative

• Issuer dilution: the offering issued 10,666,667 new shares, increasing shares outstanding to 55,182,254 and diluting existing holders.
• Yorktown sold 527,910 shares, reducing the number of shares it held prior to the transaction.
• Underwriting discount of $1.03125 per share reduced net proceeds received by the selling stockholder.

Insights

Financial Analyst

TL;DR: Routine selling-stockholder transaction: Yorktown monetized a portion of its stake via a public offering; retains a meaningful 5.61% position.

Yorktown's sale of 527,910 shares at a public price of $18.75 (net $17.71875) was executed through the issuer's underwritten offering, which also issued 10,666,667 new shares. The full exercise of the over-allotment indicates underwriter demand for the offering. The Reporting Persons still beneficially own 3,097,134 shares (5.61%), so while the transaction raised liquidity for Yorktown and increased the issuer's float, the holder remains a notable shareholder. The underwriting discount of $1.03125 per share and the resulting increase in outstanding shares are quantifiable, factual effects disclosed in the amendment.

Corporate Governance Expert

TL;DR: Amendment documents a controlled secondary sale with a standard lock-up and restates ownership and control relationships among Yorktown entities.

The filing confirms a standard Lock-Up Agreement restricting transfers for 90 days following the offering and restates that Yorktown Energy Partners IX, L.P. directly owns the reported shares while Yorktown IX Company LP and Yorktown IX Associates LLC are upstream general partner entities that disclaim beneficial ownership beyond pecuniary interests. This clarifies voting/dispositive power within the Yorktown group and preserves transparency about who may direct votes or dispositions of the reported shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

Ramaco Resources, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

75134P303

(CUSIP Number)

Bryan H. Lawrence
Yorktown Partners LLC, 410 Park Avenue, 20th Floor
New York, NY, 10022
(212) 515-2112

Jesse E. Betts
Willkie Farr & Gallagher LLP, 2828 Routh Street
Dallas, TX, 75201
(214) 233-4537

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/08/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 75134P303

1

Name of reporting person

Yorktown Energy Partners IX, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,097,134.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,097,134.00

11

Aggregate amount beneficially owned by each reporting person

3,097,134.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.61 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(1) The percent of class represented by the amount in Row (11) is based on 55,182,254 shares of Class A common stock, par value $0.01 per share ("Class A Common Stock") of Ramaco Resources, Inc. (the "Issuer") issued and outstanding following the closing of the offering described in Item 4 below, as reported in the Issuer's prospectus supplement on Form 424B5 filed with the Securities and Exchange Commission ("SEC") on August 7, 2025.

SCHEDULE 13D

CUSIP No. 75134P303

1

Name of reporting person

Yorktown IX Company LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,097,134.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,097,134.00

11

Aggregate amount beneficially owned by each reporting person

3,097,134.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.61 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(1) These securities are directly held by Yorktown Energy Partners IX, L.P. Yorktown IX Company LP is the sole general partner of Yorktown Energy Partners IX, L.P. As a result, Yorktown IX Company LP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners IX, L.P. Yorktown IX Company LP disclaims beneficial ownership of the securities owned by Yorktown Energy Partners IX, L.P. in excess of its pecuniary interests therein. (2) The percent of class represented by the amount in Row (11) is based on 55,182,254 shares of Class A Common Stock of the Issuer issued and outstanding following the closing of the offering described in Item 4 below, as reported in the Issuer's prospectus supplement on Form 424B5 filed with the SEC on August 7, 2025.

SCHEDULE 13D

CUSIP No. 75134P303

1

Name of reporting person

Yorktown IX Associates LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,097,134.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,097,134.00

11

Aggregate amount beneficially owned by each reporting person

3,097,134.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.61 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) These securities are directly held by Yorktown Energy Partners IX, L.P. Yorktown IX Company LP is the sole general partner of Yorktown Energy Partners IX, L.P. and Yorktown IX Associates LLC is the sole general partner of Yorktown IX Company LP. As a result, Yorktown IX Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners IX, L.P. Yorktown IX Company LP and Yorktown IX Associates LLC disclaim beneficial ownership of the securities owned by Yorktown Energy Partners IX, L.P. in excess of their pecuniary interests therein. (2) The percent of class represented by the amount in Row (11) is based on 55,182,254 shares of Class A Common Stock of the Issuer issued and outstanding following the closing of the offering described in Item 4 below, as reported in the Issuer's prospectus supplement on Form 424B5 filed with the SEC on August 7, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.01 per share
(b)	Name of Issuer: Ramaco Resources, Inc.
(c)	Address of Issuer's Principal Executive Offices: 250 West Main Street, Suite 1900, Lexington, KENTUCKY , 40507.
Item 1 Comment: This Amendment No. 11 amends the Schedule 13D with respect to the shares of Class A common stock, par value $0.01 per share ("Class A Common Stock"), of Ramaco Resources, Inc., a Delaware corporation (the "Issuer"), previously filed by Yorktown Energy Partners IX, L.P., a Delaware limited partnership, Yorktown IX Company LP, a Delaware limited partnership, and Yorktown IX Associates LLC, a Delaware limited liability company (together, the "Reporting Persons") with the SEC on February 21, 2017, as amended by Amendment No. 1 thereto filed with the SEC on October 22, 2018, as further amended by Amendment No. 2 thereto filed with the SEC on March 28, 2019, as further amended by Amendment No. 3 filed with the SEC on May 31, 2019, as further amended by Amendment No. 4 filed with the SEC on November 8, 2021, as further amended by Amendment No. 5 filed with the SEC on March 8, 2022, as further amended by Amendment No. 6 filed with the SEC on May 19, 2022, as further amended by Amendment No. 7 filed with the SEC on May 26, 2022, as further amended by Amendment No. 8 filed with the SEC on June 2, 2022, as further amended by Amendment No. 9 filed with the SEC on November 21, 2023 , as further amended by Amendment No. 10 filed with the SEC on March 31, 2025 (the "Schedule 13D"). Capitalized terms used herein without definition shall have the meanings given to such terms in the Schedule 13D. This Amendment No. 10 amends the Schedule 13D as specifically set forth herein.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On August 5, 2025, Yorktown Energy Partners IX, L.P., as a selling stockholder, the Issuer, and the other selling stockholders identified therein, entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as representatives ("Representatives") of several underwriters named therein (collectively, the "Underwriters"), providing for the offer and sale of 10,666,667 shares of Class A Common Stock by the Issuer and purchase by the Underwriters of the shares, at a price to the public of $18.75 per share, less the underwriting discounts and commissions and pursuant to which Yorktown Energy Partners IX, L.P. granted the Underwriters a 30-day option (the "Over-Allotment Option") to purchase, at the same price per share, up to an aggregate 527,910 shares of Class A Common Stock in addition to the shares of Class A Common Stock sold by the Issuer. Pursuant to the Underwriting Agreement, Yorktown Energy Partners IX, L.P. has entered into a lock-up agreement (the "Lock-Up Agreement") with the Underwriters pursuant to which it has agreed with the Underwriters, subject to customary exceptions, not to offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of the Issuer's Class A Common Stock or Class B Common Stock ("Common Stock"), or any securities convertible into or exercisable or exchangeable for Common Stock, or enter into any enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock during the period ending 90 days after August 5, 2025, except with the prior written consent of the Representatives. On August 6, 2025, the Underwriters exercised the Over-Allotment Option in full and on August 8, 2025, Yorktown Energy Partners IX, L.P. sold, and the Underwriters purchased, 527,910 shares of Common Stock at a price to the public of $18.75 per share, less the underwriting discounts and commissions of $1.03125 per share, resulting in net proceeds to Yorktown Energy Partners IX, L.P. of $17.71875 per share. The offering was made pursuant to the Issuer's shelf registration statement on Form S-3 (File No. 333-289251), as supplemented by a preliminary prospectus supplement filed with the SEC on August 6, 2025, and a final prospectus supplement dated August 5, 2025, filed with the SEC on August 7, 2025.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated in its entirety by the following: As of August 8, 2025, each of the Reporting Persons beneficially owns 3,097,134 shares of Class A Common Stock of the Issuer, representing 5.61% of the issued and outstanding shares of Class A Common Stock of the Issuer (based on 55,182,254 shares of Class A Common Stock of the Issuer, issued and outstanding following the closing of the offering, as reported in the Issuer's prospectus supplement on Form 424B5 filed with the SEC on August 7, 2025). Each Reporting Person disclaims beneficial ownership of the reported Class A Common Stock except to the extent of such Reporting Person's pecuniary interest therein, and this statement shall not be deemed an admission that such Reporting Person is the beneficial owner of the reported Class A Common Stock for the purposes of Section 13(d) of the Exchange Act or any other purpose.
(b)	Item 5(b) is hereby amended and restated in its entirety by the following: As of August 8, 2025, Yorktown Energy Partners IX, L.P. directly owns 3,097,134 shares of Class A Common Stock of the Issuer. Yorktown IX Co is the sole general partner of Yorktown Energy Partners IX, L.P. Yorktown IX Associates is the sole general partner of Yorktown IX Co. Yorktown IX Associates has the sole power to cause Yorktown IX Co to cause Yorktown Energy Partners IX, L.P. to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners IX, L.P.
(c)	Item 5(c) is hereby amended and restated in its entirety by the following: Other than as disclosed in Item 4 of this Amendment No. 2, none of the Reporting Persons has effected any transactions in the Class A Common Stock during the past 60 days.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 2.4 Underwriting Agreement, dated August 5, 2025 among the Issuer, Yorktown Energy Partners IX L.P., certain selling stockholders named therein, Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein (Incorporated by reference to Exhibit 1.1 of the Issuer's Current Report on Form 8-K filed on August 6, 2025) Exhibit 2.5 Form of Lock-Up Agreement (Incorporated by reference to Exhibit A to Exhibit 1.1 of the Issuer's Current Report on Form 8-K filed on August 6, 2025)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Yorktown Energy Partners IX, L.P.

Signature:	/s/ Bryan H Lawrence
Name/Title:	Managing Member of the general partner of the general partner
Date:	08/11/2025

Yorktown IX Company LP

Signature:	/s/ Bryan H Lawrence
Name/Title:	Managing Member of the general partner
Date:	08/11/2025

Yorktown IX Associates LLC

Signature:	/s/ Bryan H Lawrence
Name/Title:	Managing Member of the general partner
Date:	08/11/2025

FAQ

How many Ramaco (METCL) shares does Yorktown beneficially own after this amendment?

Each Reporting Person beneficially owns 3,097,134 shares, representing 5.61% of Class A common stock based on 55,182,254 shares outstanding after the offering.

What did Yorktown sell and at what price?

Yorktown sold 527,910 shares as part of the offering at a public price of $18.75 per share; underwriting discounts were $1.03125 per share, yielding net proceeds of $17.71875 per share.

How large was Ramaco's offering and was the over‑allotment exercised?

The issuer offered 10,666,667 shares at $18.75 per share, and the underwriters exercised a 527,910-share over‑allotment in full.

Does Yorktown face any sale restrictions after the transaction?

Yes. Yorktown entered into a standard lock‑up agreement with the underwriters that restricts transfers for 90 days after the offering date, subject to customary exceptions.

Who directly holds the reported shares and what is the control structure?

The shares are directly held by Yorktown Energy Partners IX, L.P.. Yorktown IX Company LP is the sole general partner of that fund, and Yorktown IX Associates LLC is the sole general partner of Yorktown IX Company LP; the general partner entities disclaim beneficial ownership beyond pecuniary interests.