Yorktown nets $17.72/share from Ramaco offering; Over-Allotment exercised

Rhea-AI Filing Summary

Yorktown Energy Partners X, L.P. sold 426,627 shares of Ramaco Resources Class A common stock as part of an underwritten offering at $18.75 per share, with underwriting discounts of $1.03125 per share, resulting in net proceeds of $17.71875 per share. The underwriters exercised the full 30-day Over-Allotment Option.

Following the offering, each Reporting Person reports beneficial ownership of 2,502,930 shares, representing 4.54% of Class A common stock based on 55,182,254 shares outstanding. Yorktown entered a 90-day lock-up restricting certain transfers, and the filing describes the organizational relationships among Yorktown entities and their disclaimers of ownership beyond pecuniary interests.

Positive

• Underwriters exercised full Over-Allotment Option, enabling the offering to include an additional 426,627 shares.
• Net proceeds to Yorktown of $17.71875 per share were realized on the 426,627 shares sold.
• Lock-up agreement in place for 90 days, limiting additional immediate transfers by Yorktown subject to customary exceptions.

Negative

• Yorktown sold 426,627 shares as part of the offering, reducing the number of shares it held prior to the sale.
• Post-offering beneficial ownership is a minority stake (4.54%) based on 55,182,254 Class A shares outstanding, limiting unilateral control.

Insights

Financial Analyst

TL;DR: Selling stockholder sold 426,627 shares; now owns 2,502,930 shares (4.54%); underwriters exercised full over-allotment.

The amendment documents a secondary offering in which Yorktown Energy Partners X, L.P. sold 426,627 shares at a public price of $18.75 per share and received net proceeds of $17.71875 per share after underwriting discounts of $1.03125. The underwriters exercised the full Over-Allotment Option, and the post-offering Class A share count used to calculate percentages is 55,182,254. Yorktown and affiliated entities report combined beneficial ownership of 2,502,930 shares (4.54%) and are subject to a 90-day lock-up under the underwriting agreement. The filing clarifies ownership and control lines among the Yorktown entities and includes the underwriting and lock-up exhibits by reference.

Corporate Governance Expert

TL;DR: Lock-up and ownership disclosures clarify transfer restrictions and reporting lines but show Yorktown remains a minority holder at 4.54%.

The Schedule 13D amendment updates Item 4 and Item 5 to reflect the underwritten sale and resulting ownership position. It explicitly states the lock-up agreement with customary exceptions restricting transfers for 90 days and explains that Yorktown X Company LP and Yorktown X Associates LLC are general partner entities through which voting and dispositive power may be exercised, while disclaiming ownership beyond pecuniary interest. The filing provides exhibit references for the underwriting agreement and form of lock-up, which are material governance documents for assessing transferability and potential influence.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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 X, 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 2,502,930.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,502,930.00

11

Aggregate amount beneficially owned by each reporting person

2,502,930.00

12

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

13

Percent of class represented by amount in Row (11)

4.54 %

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 X 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 2,502,930.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,502,930.00

11

Aggregate amount beneficially owned by each reporting person

2,502,930.00

12

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

13

Percent of class represented by amount in Row (11)

4.54 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(1) These securities are directly held by Yorktown Energy Partners X, L.P. Yorktown X Company LP is the sole general partner of Yorktown Energy Partners X, L.P. As a result, Yorktown X 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 X, L.P. Yorktown X Company LP disclaims beneficial ownership of the securities owned by Yorktown Energy Partners X, 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 X 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 2,502,930.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,502,930.00

11

Aggregate amount beneficially owned by each reporting person

2,502,930.00

12

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

13

Percent of class represented by amount in Row (11)

4.54 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) These securities are directly held by Yorktown Energy Partners X, L.P. Yorktown X Company LP is the sole general partner of Yorktown Energy Partners X, L.P. and Yorktown X Associates LLC is the sole general partner of Yorktown X Company LP. As a result, Yorktown X 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 X, L.P. Yorktown X Company LP and Yorktown X Associates LLC disclaim beneficial ownership of the securities owned by Yorktown Energy Partners X, 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. 2 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 X, L.P., a Delaware limited partnership, Yorktown X Company LP, a Delaware limited partnership, and Yorktown X 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 December 8, 2023 (the "Schedule 13D"). Capitalized terms used herein without definition shall have the meanings given to such terms in the Schedule 13D. This Amendment No. 2 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 X, 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 X, 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 426,627 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 X, 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 X, L.P. sold, and the Underwriters purchased, 426,627 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 X, 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 2,502,930 shares of Class A Common Stock of the Issuer, representing 4.54% 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 X, L.P. directly owns 2,502,930 shares of Class A Common Stock of the Issuer. Yorktown X Co is the sole general partner of Yorktown Energy Partners X, L.P. Yorktown X Associates is the sole general partner of Yorktown X Co. Yorktown X Associates has the sole power to cause Yorktown X Co to cause Yorktown Energy Partners X, L.P. to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners X, 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 X 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 X, L.P.

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

Yorktown X Company LP

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

Yorktown X Associates LLC

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

FAQ

How many Ramaco (METCL) Class A shares does Yorktown beneficially own after the offering?

2,502,930 shares, representing 4.54% of Class A common stock based on 55,182,254 shares outstanding.

How many shares did Yorktown sell in the offering and at what price?

426,627 shares were sold at a public price of $18.75 per share.

What were the underwriting fees and net proceeds to Yorktown per share?

Underwriting discounts were $1.03125 per share, resulting in net proceeds to Yorktown of $17.71875 per share.

Did the underwriters exercise an over-allotment option?

Yes; the Underwriters exercised the 30-day Over-Allotment Option in full to purchase an additional 426,627 shares.

Is Yorktown subject to any transfer restrictions after the offering?

Yes. Yorktown entered a lock-up agreement with the Underwriters agreeing not to transfer certain securities for 90 days after August 5, 2025, subject to customary exceptions.

Who are the representatives of the underwriters in the offering?

The representatives named are Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC.