Natural Resource Partners (NRP) director awarded 1,212 phantom units

Rhea-AI Filing Summary

Natural Resource Partners director Stephen P. Smith reported an award of 1,212 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 plus accrued quarterly distribution equivalents paid in cash at settlement.

These phantom units will vest on the one-year anniversary of the issuance date, and Smith now directly holds 1,212 derivative securities tied to Natural Resource Partners common units.

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^*

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)
02/04/2026

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		1,212		(1)	(1)	COMMON UNITS	1,212	$0	1,212	D

Explanation of Responses:

1. Phantom units were awarded under the Issuer's 2017 Long-Term Incentive Plan. Each phantom unit represents the right to receive one common unit, together with tandem distribution equivalent rights pursuant to which the quarterly distributions paid by the Issuer on each common unit will accrue over the vesting period and be paid in cash upon settlement. These phantom units will vest on the one-year anniversary of the issuance date.

	/s/ STEPHEN P SMITH	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 insider transaction did NRP disclose for Stephen P. Smith?

NRP disclosed that director Stephen P. Smith received an award of 1,212 phantom units on February 4, 2026. The award was granted under Natural Resource Partners’ 2017 Long-Term Incentive Plan and is reported as directly owned derivative securities in this Form 4 filing.

What are the phantom units reported in the NRP Form 4 filing?

The phantom units are awards under NRP’s 2017 Long-Term Incentive Plan. Each phantom unit represents the right to receive one common unit plus tandem distribution equivalent rights, with quarterly distributions accruing during vesting and paid in cash upon settlement, according to the filing’s explanatory footnote.

How many phantom units did NRP director Stephen P. Smith receive?

Stephen P. Smith received 1,212 phantom units, as reported in Table II of the Form 4. Following this award, he beneficially owns 1,212 derivative securities directly, each tied to an equivalent number of Natural Resource Partners common units upon settlement, subject to vesting conditions.

When do Stephen P. Smith’s NRP phantom units vest?

The phantom units will vest on the one-year anniversary of the issuance date. Since the grant date is February 4, 2026, vesting occurs one year later, after which the units settle into common units and accumulated cash distribution equivalents are paid, per the filing’s description.

How are distribution equivalents handled for NRP’s phantom units?

For each phantom unit, quarterly distributions paid on NRP common units accrue over the vesting period. These accrued amounts are then paid in cash when the phantom units settle, providing the holder with both common units and cash distribution equivalents at vesting, as described in the footnote.

Is Stephen P. Smith’s ownership in NRP phantom units direct or indirect?

The Form 4 indicates Stephen P. Smith’s ownership of the 1,212 phantom units is direct. The ownership form in Table II is marked “D” for direct, and no footnote in this filing states that another entity holds voting or investment authority over these derivative securities.