NRP (NRP) COO Craig Nunez converts LTIP units, withholds for taxes

Rhea-AI Filing Summary

Natural Resource Partners President and COO Craig W. Nunez reported equity award activity involving the partnership’s common units. On February 10, 2026, he acquired 39,592 common units through the exercise and conversion of previously granted performance and phantom units under the long-term incentive plan.

On the same date, 15,579 common units were disposed of at $123.04 per unit to cover tax obligations related to these vestings. After these transactions, Nunez directly owned 132,487 common units. Several performance-based and time-vested phantom unit awards from 2023–2025 partially vested and converted into common units, with remaining portions scheduled to vest in later years.

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

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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^*

Nunez Craig W

(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)
	President and COO

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		39,592	A	(1)	148,066	D
COMMON UNITS	02/10/2026		F		15,579	D	$123.04	132,487	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		21,939		(2)	(2)	COMMON UNITS	21,939	(2)	0	D
PHANTOM UNITS	(3)	02/10/2026		M		14,794		(3)	(3)	COMMON UNITS	14,794	(3)	0	D
PHANTOM UNITS	(4)	02/10/2026		M		1,498		(4)	(4)	COMMON UNITS	1,498	(4)	1,498	D
PHANTOM UNITS	(5)	02/10/2026		M		1,361		(5)	(5)	COMMON UNITS	1,361	(5)	2,724	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/ CRAIG W NUNEZ	02/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did NRP President Craig Nunez report on February 10, 2026?

Craig Nunez reported equity award vesting and related tax withholding. He acquired 39,592 Natural Resource Partners common units from vested performance and phantom units, while 15,579 units were disposed of at $123.04 each to satisfy tax obligations tied to these long-term incentive plan awards.

How many NRP common units does Craig Nunez own after this Form 4 filing?

After the reported transactions, Craig Nunez directly owns 132,487 common units. This figure reflects units acquired through vesting and conversion of long-term incentive plan awards, net of units disposed of to cover withholding taxes on the February 10, 2026 transactions.

Were Craig Nunez’s NRP transactions open market buys or equity award conversions?

The transactions were equity award conversions, not open market purchases. Performance and phantom units granted in 2023, 2024, and 2025 under the long-term incentive plan vested and converted into common units, reflecting compensation rather than discretionary buying in the open market.

Why were 15,579 NRP common units disposed of at $123.04 by Craig Nunez?

Units were disposed of to pay tax liabilities from award vesting. The Form 4 uses transaction code “F,” indicating 15,579 common units at $123.04 per unit were delivered to cover exercise price or withholding taxes arising from the February 10, 2026 award conversions.

What do the phantom and performance units in NRP’s filing represent for Craig Nunez?

They represent rights to receive NRP common units upon vesting. Performance and phantom units awarded in 2023, 2024, and 2025 under the long-term incentive plan convert into common units over multi‑year vesting schedules, with accrued quarterly distributions paid in cash at vesting dates.

Do any of Craig Nunez’s NRP long-term incentive awards continue to vest after 2026?

Yes, portions of his 2024 and 2025 phantom unit awards will vest later. The 2024 award vests further on the third anniversary of the grant date, while remaining 2025 phantom units vest in substantially equal installments on the second and third anniversaries of that grant.