Natural Resource Partners (NRP) grants 1,272 phantom units to General Counsel

Rhea-AI Filing Summary

Natural Resource Partners reported that its General Counsel and Secretary, Philip T. Warman, received an award of 1,272 phantom units on February 4, 2026 under the partnership's 2017 Long-Term Incentive Plan. Each phantom unit represents the right to receive one common unit upon vesting plus cash distributions accrued during the vesting period. The phantom units are scheduled to vest in three substantially equal annual installments beginning on February 4, 2027, and Warman now beneficially owns 1,272 derivative securities directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WARMAN PHILIP T

Role General Counsel and Secretary

Type	Security	Shares	Price	Value
Grant/Award	PHANTOM UNITS	1,272	$0.00	--

Holdings After Transaction: PHANTOM UNITS — 1,272 shares (Direct)

Footnotes (1)

1. Represents phantom units awarded under the issuer's 2017 Long-Term Incentive Plan. Each phantom unit represents the right to receive one common unit upon vesting and includes the right to receive tandem distribution equivalent rights, pursuant to which the quarterly distributions paid by the partnership on each unit will be accrued over the vesting period and paid in cash upon vesting. The phantom units will vest in three substantially equal annual installments beginning on February 4, 2027.

Form 4 Insider Transactions: What Each Field Means →

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)
02/04/2026

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

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
PHANTOM UNITS(1)	(1)	02/04/2026		A		1,272		(2)	(2)	COMMON UNITS	1,272	$0	1,272	D

Explanation of Responses:

1. Represents phantom units awarded under the issuer's 2017 Long-Term Incentive Plan. Each phantom unit represents the right to receive one common unit upon vesting and includes the right to receive tandem distribution equivalent rights, pursuant to which the quarterly distributions paid by the partnership on each unit will be accrued over the vesting period and paid in cash upon vesting.

2. The phantom units will vest in three substantially equal annual installments beginning on February 4, 2027.

	/s/ PHILIP T WARMAN	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did NRP General Counsel Philip Warman report on this Form 4 for NRP?

Philip T. Warman reported receiving 1,272 phantom units of Natural Resource Partners on February 4, 2026. These units were granted under the 2017 Long-Term Incentive Plan and give him the right to receive common units and related cash distributions upon vesting.

How many phantom units did NRP award to Philip Warman?

Natural Resource Partners awarded 1,272 phantom units to Philip T. Warman. After this grant, he beneficially owns 1,272 derivative securities directly, each tied to one common unit upon vesting, plus associated cash distribution equivalents over the vesting period.

When do Philip Warman’s NRP phantom units start vesting?

Philip Warman’s phantom units begin vesting on February 4, 2027. The award vests in three substantially equal annual installments starting on that date, gradually converting into rights to receive common units and related cash distribution payments.

What does each NRP phantom unit represent for this Form 4 grant?

Each phantom unit represents the right to receive one Natural Resource Partners common unit upon vesting. It also includes tandem distribution equivalent rights, meaning quarterly distributions on each underlying unit accrue during vesting and are paid in cash when the phantom units vest.

Was there a purchase price for the NRP phantom units granted to Philip Warman?

The reported transaction price per phantom unit was $0.00. This indicates the 1,272 phantom units were granted as compensation under the 2017 Long-Term Incentive Plan, rather than purchased by Philip Warman in an open-market or cash transaction.

Is Philip Warman’s ownership of these NRP phantom units direct or indirect?

The Form 4 indicates that Philip Warman’s ownership of the 1,272 phantom units is direct. There is no footnote stating that another entity holds voting or investment power, so the award is attributed directly to him as reporting person.