Yorktown Reduces Position in Ramaco; Over‑Allotment Exercised in Offering

Rhea-AI Filing Summary

Amendment No. 3 to a Schedule 13D reports that Yorktown Energy Partners XI, L.P. and related Yorktown entities continue to hold 3,786,797 shares of Ramaco Resources Class A common stock, representing 6.86% of the class based on 55,182,254 shares outstanding after the offering. The filing discloses that Yorktown participated as a selling stockholder in an underwritten equity offering in which the underwriters purchased 10,666,667 issuer shares and exercised a 30‑day over‑allotment option in full.

The amendment states Yorktown sold 645,463 shares via the offering at a public price of $18.75 per share, with an underwriting discount of $1.03125 per share and net proceeds to Yorktown of $17.71875 per share. Yorktown and related entities disclaim beneficial ownership except to the extent of pecuniary interest and agreed to a customary 90‑day lock‑up with the underwriters.

Positive

• Reporting persons retain a significant stake of 3,786,797 shares, representing 6.86% of Class A stock.
• Over‑allotment was exercised in full, indicating demand sufficient for the additional 645,463 shares.
• Lock‑up agreement in place for 90 days provides short‑term ownership stability following the offering.

Negative

• Yorktown sold 645,463 shares as a selling stockholder, reducing its economic position via the offering.
• Reporting persons disclaim beneficial ownership except to the extent of pecuniary interest, which limits clarity on control influence.

Insights

Financial Analyst

TL;DR: Yorktown reduced some exposure via a marketed offering but remains a material 6.86% holder.

The amendment documents a marketed equity offering where Yorktown acted as a selling stockholder and sold 645,463 shares at $18.75, netting $17.71875 per share. The full exercise of the over‑allotment option indicates underwriting demand sufficient to absorb the additional shares. Yorktown's retained position of 3,786,797 shares (6.86%) remains large enough to be meaningful to investors but the sale partially monetizes its holding. The lock‑up and disclaimers limit immediate additional disposition and clarify governance exposure.

Corporate Governance Expert

TL;DR: Transaction is routine financing/secondary sale with standard lock‑up and ownership disclaimers.

The filing shows standard underwriting and lock‑up arrangements: a 30‑day over‑allotment was exercised and Yorktown entered a customary 90‑day lock‑up. The reporting persons expressly disclaim beneficial ownership beyond pecuniary interests, which is common for multi‑tier partnership structures but important for clarity around voting/control influence. No other recent transactions were reported in the past 60 days aside from the offering activity disclosed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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 XI, 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 3,786,797.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,786,797.00

11

Aggregate amount beneficially owned by each reporting person

3,786,797.00

12

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

13

Percent of class represented by amount in Row (11)

6.86 %

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 XI 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 3,786,797.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,786,797.00

11

Aggregate amount beneficially owned by each reporting person

3,786,797.00

12

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

13

Percent of class represented by amount in Row (11)

6.86 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(1) These securities are directly held by Yorktown Energy Partners XI, L.P. Yorktown XI Company LP is the sole general partner of Yorktown Energy Partners XI, L.P. As a result, Yorktown XI 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 XI, L.P. Yorktown XI Company LP disclaims beneficial ownership of the securities owned by Yorktown Energy Partners XI, 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 XI 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 3,786,797.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,786,797.00

11

Aggregate amount beneficially owned by each reporting person

3,786,797.00

12

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

13

Percent of class represented by amount in Row (11)

6.86 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) These securities are directly held by Yorktown Energy Partners XI, L.P. Yorktown XI Company LP is the sole general partner of Yorktown Energy Partners XI, L.P. and Yorktown XI Associates LLC is the sole general partner of Yorktown XI Company LP. As a result, Yorktown XI 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 XI, L.P. Yorktown XI Company LP and Yorktown XI Associates LLC disclaim beneficial ownership of the securities owned by Yorktown Energy Partners XI, 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. 3 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 XI, L.P., a Delaware limited partnership, Yorktown XI Company LP, a Delaware limited partnership, and Yorktown XI 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 November 21, 2023, as further amended by Amendment No, 2, 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. 3 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 XI, 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 XI, 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 645,463 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 XI, 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 XI, L.P. sold, and the Underwriters purchased, 645,463 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 3,786,797 shares of Class A Common Stock of the Issuer, representing 6.86% 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 XI, L.P. directly owns 3,786,797 shares of Class A Common Stock of the Issuer. Yorktown XI Co is the sole general partner of Yorktown Energy Partners XI, L.P. Yorktown XI Associates is the sole general partner of Yorktown XI Co. Yorktown XI Associates has the sole power to cause Yorktown XI Co to cause Yorktown Energy Partners XI, L.P. to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners XI, 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. 3, 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 XI 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 XI, L.P.

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

Yorktown XI Company LP

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

Yorktown XI Associates LLC

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

FAQ

What percentage of Ramaco Resources (METCL) does Yorktown own after the offering?

Yorktown and the related reporting persons beneficially own 3,786,797 shares, representing 6.86% of Class A common stock based on 55,182,254 shares outstanding after the offering.

How many shares did Yorktown sell in the underwriting of Ramaco Resources (METCL)?

Yorktown sold 645,463 shares as a selling stockholder; the underwriters exercised the over‑allotment option in full to purchase these shares.

At what price were the shares sold and what were the net proceeds per share?

The shares were sold at a public price of $18.75 per share, with an underwriting discount of $1.03125 per share, resulting in net proceeds to Yorktown of $17.71875 per share.

Does the filing include any recent transactions by the reporting persons outside the offering?

Other than the offering activity disclosed in Item 4, the filing states that none of the reporting persons effected any transactions in the Class A common stock during the past 60 days.

Are there any restrictions on Yorktown's ability to sell additional shares?

Yes. Yorktown entered a customary lock‑up agreement with the underwriters restricting offers or sales of common stock or related transactions for 90 days, subject to customary exceptions and underwriter consent.

What exhibits are referenced in the amendment?

The amendment incorporates by reference an Underwriting Agreement and a Form of Lock‑Up Agreement as exhibits to the Schedule 13D amendment.