NRP CFO (NYSE: NRP) gains units from LTIP, withholds some for tax

Rhea-AI Filing Summary

Natural Resource Partners’ Chief Financial Officer Christopher Zolas reported equity compensation activity on common units dated February 10, 2026. He acquired 18,418 common units through the conversion of previously granted performance and phantom units under the long-term incentive plan.

To satisfy tax withholding, Zolas disposed of 6,879 common units at $123.04 per unit and now directly holds 63,497 common units. The filing also notes that portions of phantom unit awards granted in 2023–2025 vested and converted on this date, with remaining 2024 and 2025 phantom units scheduled to vest on later anniversaries of their grant 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

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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^*

Zolas Christopher

(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)
	Chief Financial Officer

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		18,418	A	(1)	70,376	D
COMMON UNITS	02/10/2026		F		6,879	D	$123.04	63,497	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		10,619		(2)	(2)	COMMON UNITS	10,619	(2)	0	D
PHANTOM UNITS	(3)	02/10/2026		M		6,415		(3)	(3)	COMMON UNITS	6,415	(3)	0	D
PHANTOM UNITS	(4)	02/10/2026		M		725		(4)	(4)	COMMON UNITS	725	(4)	725	D
PHANTOM UNITS	(5)	02/10/2026		M		659		(5)	(5)	COMMON UNITS	659	(5)	1,318	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/ CHRISTOPHER ZOLAS	02/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did NRP CFO Christopher Zolas report on this Form 4?

CFO Christopher Zolas reported equity compensation activity involving Natural Resource Partners common units. He received 18,418 units from converting vested LTIP performance and phantom units, then disposed of 6,879 units to cover tax withholding, leaving him with 63,497 common units held directly.

How many Natural Resource Partners (NRP) units does the CFO hold after the reported transactions?

After the reported transactions, CFO Christopher Zolas directly holds 63,497 Natural Resource Partners common units. This amount reflects 18,418 units acquired from LTIP award conversions and 6,879 units disposed of to satisfy tax withholding obligations tied to those vesting events on February 10, 2026.

What price was used for the tax-withholding disposition in NRP CFO Zolas’s Form 4?

The tax-withholding disposition used a price of $123.04 per Natural Resource Partners common unit. At that price, 6,879 units were withheld or disposed of to cover tax liabilities associated with the vesting and conversion of long-term incentive plan phantom and performance units.

What awards under NRP’s long-term incentive plan vested for the CFO on February 10, 2026?

Performance-based units and phantom units awarded in 2023, 2024, and 2025 under NRP’s long-term incentive plan partially vested. These units converted into common units on February 10, 2026, based on time-based and performance vesting rules described in the footnotes to the Form 4 filing.

Do any of NRP CFO Christopher Zolas’s phantom unit awards continue to vest after this Form 4?

Yes. The 2024 phantom unit award has remaining units vesting on the third anniversary of its grant date. The 2025 phantom unit award will vest in substantially equal installments on its second and third grant anniversaries, with future conversions into common units as vesting occurs.

How were distributions handled on NRP phantom and performance units held by the CFO before vesting?

The phantom and performance units carried tandem distribution equivalent rights. Quarterly distributions accrued during each award’s vesting period and were paid in cash to CFO Christopher Zolas on the reporting date, separate from the common units received upon conversion of the vested awards.