NRP counsel receives units; some withheld for tax

Natural Resource Partners’ General Counsel and Secretary, Philip T. Warman, reported equity compensation activity on common units.

Rhea-AI Filing Summary

Natural Resource Partners’ General Counsel and Secretary, Philip T. Warman, reported equity compensation activity on common units. On February 10, 2026, he acquired 10,799 common units through the conversion of vested performance and phantom units granted under the long‑term incentive plan.

To satisfy tax obligations tied to this vesting, 4,249 common units were disposed of at $123.04 per unit. After these transactions, Warman directly owned 14,961 common units. The filing also notes that additional phantom units from 2024 and 2025 awards will continue to vest on future grant anniversaries.

Insider Trade Summary

10,799 shares exercised/converted

Exercise 6 txns

Insider WARMAN PHILIP T

Role General Counsel and Secretary

Type	Security	Shares	Price	Value
Exercise	PERFORMANCE UNITS	5,880	$0.00	$0.00
Exercise	PHANTOM UNITS	4,150	$0.00	$0.00
Exercise	PHANTOM UNITS	403	$0.00	$0.00
Exercise	PHANTOM UNITS	366	$0.00	$0.00
Exercise	COMMON UNITS	10,799	$0.00	$0.00
Exercise Price or Tax Liability	COMMON UNITS	4,249	$123.04	$523K

Holdings After Transaction: PERFORMANCE UNITS — 0 contracts (Direct); PHANTOM UNITS — 1,135 contracts (Direct); COMMON UNITS — 14,961 shares (Direct)

Footnotes (5)

1. F1. Common units were issued upon conversion of phantom units previously awarded under the issuer's long-term incentive plan ("LTIP") as further described in notes (2), (3), (4) and (5) below.
2. F2. Performance-based units representing the right to receive common units, together with tandem distribution equivalent rights, were awarded in February 2023 under the issuer's LTIP. The phantom units vested on the third anniversary of the grant date and converted into common units on the reporting date based upon the achievement of specified performance goals. Accrued quarterly distributions made during the vesting period were paid in cash to the reporting person on the reporting date.
3. F3. Phantom units representing the right to receive common units on a one-for-one basis, together with tandem distribution equivalent rights, were awarded in February 2023 under the issuer's LTIP. One-third of the phantom units vested on the third anniversary of the grant date and converted into common units on the reporting date. Accrued quarterly distributions made during the vesting period were paid in cash to the reporting person on the reporting date.
4. F4. Phantom units representing the right to receive common units on a one-for-one basis, together with tandem distribution equivalent rights, were awarded in February 2024 under the issuer's LTIP. One-third of the phantom units vested on the second anniversary of the grant date and converted into common units on the reporting date. Accrued quarterly distributions made during the vesting period were paid in cash to the reporting person on the reporting date. The remaining phantom units under the 2024 award will vest on the third anniversary of the grant date.
5. F5. Phantom units representing the right to receive common units on a one-for-one basis, together with tandem distribution equivalent rights, were awarded in February 2025 under the issuer's LTIP. One-third of the phantom units vested on the first anniversary of the grant date and converted into common units on the reporting date. Accrued quarterly distributions made during the vesting period were paid in cash to the reporting person on the reporting date. The remaining phantom units under the 2025 award will vest in substantially equal installments on the second and third anniversaries of the grant date.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did NRP’s Philip T. Warman report?

Philip T. Warman reported equity compensation activity involving NRP common units. He received units through the conversion of vested performance and phantom units, then disposed of some units to cover related tax obligations, reflecting routine long-term incentive plan vesting rather than an open-market trade.

How many NRP common units did Philip T. Warman acquire and retain?

Warman acquired 10,799 NRP common units through derivative conversions tied to incentive awards. After disposing of 4,249 units for tax withholding, he held 14,961 common units directly. This net position reflects his updated beneficial ownership following the reported vesting transactions on February 10, 2026.

Why were 4,249 NRP common units disposed of in this Form 4?

The 4,249 NRP common units were disposed of to pay tax liabilities associated with vested awards. The transaction, coded “F,” indicates payment of exercise price or taxes by delivering securities, meaning units were withheld rather than sold as a discretionary open-market trade.

What is the exercise or conversion price for the NRP performance and phantom units?

The performance and phantom units converted into NRP common units at an effective price of $0.00. These awards were granted under the long-term incentive plan and vest over time based on service or performance, with no cash exercise price required from the reporting person at conversion.

How do NRP’s phantom and performance units under the LTIP work for insiders?

NRP’s long-term incentive plan grants phantom and performance-based units that settle one-for-one in common units. They vest over multi-year periods tied to service or performance. Upon vesting, they convert into common units, and accrued distribution equivalents are paid in cash at the conversion date.

Will Philip T. Warman receive more NRP units from these LTIP awards?

Yes. The filing states that remaining phantom units from 2024 and 2025 awards will vest on future anniversaries. For the 2024 grant, the balance vests on the third anniversary, while the 2025 grant vests in substantially equal installments on the second and third anniversaries of the grant date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/12/2026 - 05:13 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

WARMAN PHILIP T

(Last) (First) (Middle)

1415 LOUISIANA STREET, SUITE 3325

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NATURAL RESOURCE PARTNERS LP [ NRP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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
COMMON UNITS	02/10/2026		M		10,799	A	(1)	19,210	D
COMMON UNITS	02/10/2026		F		4,249	D	$123.04	14,961	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 UNITS	(2)	02/10/2026		M		5,880		(2)	(2)	COMMON UNITS	5,880	(2)	0	D
PHANTOM UNITS	(3)	02/10/2026		M		4,150		(3)	(3)	COMMON UNITS	4,150	(3)	0	D
PHANTOM UNITS	(4)	02/10/2026		M		403		(4)	(4)	COMMON UNITS	403	(4)	403	D
PHANTOM UNITS	(5)	02/10/2026		M		366		(5)	(5)	COMMON UNITS	366	(5)	732	D

Explanation of Responses:

1. Common units were issued upon conversion of phantom units previously awarded under the issuer's long-term incentive plan ("LTIP") as further described in notes (2), (3), (4) and (5) below.

2. Performance-based units representing the right to receive common units, together with tandem distribution equivalent rights, were awarded in February 2023 under the issuer's LTIP. The phantom units vested on the third anniversary of the grant date and converted into common units on the reporting date based upon the achievement of specified performance goals. Accrued quarterly distributions made during the vesting period were paid in cash to the reporting person on the reporting date.

3. Phantom units representing the right to receive common units on a one-for-one basis, together with tandem distribution equivalent rights, were awarded in February 2023 under the issuer's LTIP. One-third of the phantom units vested on the third anniversary of the grant date and converted into common units on the reporting date. Accrued quarterly distributions made during the vesting period were paid in cash to the reporting person on the reporting date.

4. Phantom units representing the right to receive common units on a one-for-one basis, together with tandem distribution equivalent rights, were awarded in February 2024 under the issuer's LTIP. One-third of the phantom units vested on the second anniversary of the grant date and converted into common units on the reporting date. Accrued quarterly distributions made during the vesting period were paid in cash to the reporting person on the reporting date. The remaining phantom units under the 2024 award will vest on the third anniversary of the grant date.

5. Phantom units representing the right to receive common units on a one-for-one basis, together with tandem distribution equivalent rights, were awarded in February 2025 under the issuer's LTIP. One-third of the phantom units vested on the first anniversary of the grant date and converted into common units on the reporting date. Accrued quarterly distributions made during the vesting period were paid in cash to the reporting person on the reporting date. The remaining phantom units under the 2025 award will vest in substantially equal installments on the second and third anniversaries of the grant date.

	/s/ PHILIP T WARMAN	02/12/2026
	** Signature of Reporting Person	Date
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