NRP executive reports equity award vesting

NATURAL RESOURCE PARTNERS Executive Vice President Gregory F. Wooten reported equity awards vesting and related share movements.

Rhea-AI Filing Summary

NATURAL RESOURCE PARTNERS Executive Vice President Gregory F. Wooten reported equity awards vesting and related share movements. On February 10, 2026, he acquired 11,101 common units through the conversion of performance and phantom units granted under the long-term incentive plan.

To satisfy tax obligations tied to these awards, 4,923 common units were disposed of at $123.04 per unit. After these transactions, Wooten directly held 34,834 common units. Several phantom and performance-based unit grants from 2023–2025 partially vested, with remaining portions scheduled to vest on later anniversaries of their grant dates.

Insider Trade Summary

11,101 shares exercised/converted

Exercise 6 txns

Insider WOOTEN GREGORY F

Role Executive Vice President

Type	Security	Shares	Price	Value
Exercise	PERFORMANCE UNITS	6,055	$0.00	$0.00
Exercise	PHANTOM UNITS	4,254	$0.00	$0.00
Exercise	PHANTOM UNITS	415	$0.00	$0.00
Exercise	PHANTOM UNITS	377	$0.00	$0.00
Exercise	COMMON UNITS	11,101	$0.00	$0.00
Exercise Price or Tax Liability	COMMON UNITS	4,923	$123.04	$606K

Holdings After Transaction: PERFORMANCE UNITS — 0 contracts (Direct); PHANTOM UNITS — 1,169 contracts (Direct); COMMON UNITS — 34,834 shares (Direct)

Footnotes (5)

1. F1. 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. F2. 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. F3. 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. F4. 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. F5. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did NRP Executive Vice President Gregory Wooten report?

Gregory Wooten reported vesting of long-term incentive awards converting into 11,101 NRP common units. These units came from performance and phantom units granted in 2023–2025, reflecting scheduled equity compensation rather than open-market purchases, and increased his directly held common units before tax withholding.

How many NRP common units does Gregory Wooten own after this Form 4?

After the reported transactions, Gregory Wooten directly owns 34,834 NRP common units. This balance reflects 11,101 units received from equity award conversions on February 10, 2026, partially offset by 4,923 units disposed of to cover tax liabilities associated with those vesting awards.

What does the 4,923-unit disposition at $123.04 mean for NRP EVP Wooten?

The 4,923-unit disposition at $123.04 represents units withheld to pay tax liabilities. The Form 4 labels this as a tax-related transaction, not an open-market sale, and it reduced Wooten’s post-vesting holdings to 34,834 directly owned NRP common units.

Which NRP long-term incentive awards vested for Gregory Wooten on February 10, 2026?

Performance units granted in February 2023 and phantom units granted in 2023, 2024, and 2025 vested in part. These awards converted into a total of 11,101 common units, with remaining phantom units from the 2024 and 2025 grants scheduled to vest on later grant anniversaries.

Were Gregory Wooten’s NRP transactions open-market buys or equity award conversions?

The transactions were equity award conversions, not open-market purchases. The Form 4 uses transaction code M, indicating exercise or conversion of derivative securities, where performance and phantom units from NRP’s long-term incentive plan converted into 11,101 common units on February 10, 2026.

How do NRP’s phantom and performance units work in Gregory Wooten’s compensation?

Phantom and performance units grant Wooten the right to receive NRP common units after vesting. Awards from 2023–2025 vest over multi-year periods, then convert one-for-one into common units, with cash-paid distribution equivalents during vesting and remaining tranches vesting on future anniversaries.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/12/2026 - 05:14 PM Learn about SEC filing 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

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^*

WOOTEN GREGORY F

(Last) (First) (Middle)

175 IRWIN RD

(Street)

HUNTINGTON WV 25705

(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)
	Executive Vice President

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		11,101	A	(1)	39,757	D
COMMON UNITS	02/10/2026		F		4,923	D	$123.04	34,834	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		6,055		(2)	(2)	COMMON UNITS	6,055	(2)	0	D
PHANTOM UNITS	(3)	02/10/2026		M		4,254		(3)	(3)	COMMON UNITS	4,254	(3)	0	D
PHANTOM UNITS	(4)	02/10/2026		M		415		(4)	(4)	COMMON UNITS	415	(4)	415	D
PHANTOM UNITS	(5)	02/10/2026		M		377		(5)	(5)	COMMON UNITS	377	(5)	754	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/ Gregory F Wooten	02/12/2026
	** Signature of Reporting Person	Date
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