NRP (NRP) director Stephen P. Smith converts 1,076 phantom units to common

Rhea-AI Filing Summary

Natural Resource Partners director Stephen P. Smith reported acquiring 1,076 common units of NRP on February 10, 2026 through the conversion of previously granted phantom units. These phantom units were awarded in February 2025, vested after one year, and converted on the reporting date.

Following the conversion, Smith directly owns 1,076 common units. In addition, 3,805 common units are held indirectly through the SP Smith 2002 Revocable Trust, whose beneficiary is the reporting person’s family. Accrued quarterly distributions on the phantom units were paid in cash on the conversion date.

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

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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^*

SMITH STEPHEN P

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		1,076	A	(1)	1,076	D
COMMON UNITS								3,805	I	BY SP SMITH 2002 REVOCABLE TRUST(2)

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)	02/10/2026		M		1,076		(1)	(1)	COMMON UNITS	1,076	(1)	0	D

Explanation of Responses:

1. Common units were issued upon conversion of phantom units representing the right to receive common units on a one-for-one basis, together with tandem distribution equivalent rights, previously awarded in February 2025. Phantom units vested on the one-year 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.

2. The beneficiary of SP Smith 2002 Revocable Trust is the family of the reporting person.

	/s/ STEPHEN P SMITH	02/12/2026
	** 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 insider transaction did NRP director Stephen P. Smith report?

Stephen P. Smith reported acquiring 1,076 Natural Resource Partners common units through conversion of previously granted phantom units. The phantom units vested after one year and converted into common units on February 10, 2026 as part of his equity compensation.

How many NRP common units does Stephen P. Smith own after this Form 4?

After the reported transaction, Stephen P. Smith directly owns 1,076 NRP common units. An additional 3,805 common units are held indirectly through the SP Smith 2002 Revocable Trust, whose beneficiary is his family, reflecting both direct and indirect interests.

What are the terms of the phantom units converted by NRP’s Stephen P. Smith?

The phantom units converted on a one-for-one basis into 1,076 NRP common units, with tandem distribution equivalent rights. They were granted in February 2025, vested on the one-year anniversary of the grant date, and converted into common units on February 10, 2026.

Did Stephen P. Smith pay a price to exercise the NRP phantom units?

No cash exercise price was reported for Stephen P. Smith’s conversion of 1,076 phantom units into NRP common units. The Form 4 shows a transaction price per unit of 0.0000, indicating a cost-free conversion as part of his equity compensation package.

How are distributions on Stephen P. Smith’s NRP phantom units treated?

Accrued quarterly distributions on the phantom units were paid in cash to Stephen P. Smith on the conversion date. While the phantom units converted into 1,076 common units, the related distribution equivalents during the vesting period were settled as a separate cash payment.

What indirect NRP holdings are reported via the SP Smith 2002 Revocable Trust?

The Form 4 reports 3,805 NRP common units held indirectly through the SP Smith 2002 Revocable Trust. The beneficiary of this trust is the family of Stephen P. Smith, indicating an indirect family-related interest in additional NRP units alongside his direct holdings.