10-K: Ramaco Resources Navigates Coal Downturn, Fuels Rare Earths Growth

Ramaco Resources reports a net loss in 2025 amidst softening metallurgical coal markets, while aggressively funding its strategic rare earth elements and critical minerals development.

Summary

• Reported a net loss of $51.4 million in 2025, a significant decline from a net income of $11.2 million in 2024.
• Revenue decreased by 19% to $536.6 million in 2025 from $666.3 million in 2024, primarily due to lower pricing and a 4% decrease in tons sold.
• Metallurgical Coal segment's Adjusted EBITDA decreased by 42% to $69.4 million in 2025 from $119.5 million in 2024.
• The Rare Earths and Critical Minerals segment incurred an Adjusted EBITDA loss of $18.3 million in 2025, up from a $6.3 million loss in 2024, reflecting increased development costs.
• Total coal production increased slightly to 3.8 million tons in 2025 from 3.7 million tons in 2024.
• Successfully remediated a previously reported material weakness in internal controls over financial reporting as of December 31, 2025.
• Issued $65.0 million in 8.250% Senior Unsecured Notes due 2030 and $345.0 million in 0.0% Convertible Senior Notes due 2031, significantly increasing long-term debt.
• Completed a public offering of Class A common stock, raising approximately $188.1 million in net proceeds.
• Increased available revolving credit commitments to $350.0 million with an additional $150.0 million accordion feature, extending maturity to December 30, 2030.
• The Brook Mine rare earth elements and critical minerals project initiated development in mid-2025, with a Preliminary Economic Assessment (PEA) concluding technical and economic viability.
• Acquired the Russell County property in November 2025, contiguous with the Knox Creek complex, expected to significantly increase reserves and resources.
• The RAM Mine permit in Pennsylvania was denied in 2023, and the company will not appeal, opting to monetize these assets later.
• Declared quarterly stock dividends for Class A common stock and cash/stock dividends for Class B common stock throughout 2025, but suspended Class A stock dividends in July 2025.
• A class action complaint was filed on January 30, 2026, alleging materially false and/or misleading statements regarding the Brook Mine project's development status.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a mixed filing. While financial performance for 2025 was weaker due to market conditions, the significant capital raises and aggressive strategic development in rare earth elements and critical minerals indicate a strong long-term growth focus, albeit with inherent risks.

Positives

• Remediation of a material weakness in internal controls over financial reporting as of December 31, 2025, enhancing financial reporting reliability.
• Successful capital raises in 2025, including $65.0 million in 2030 Senior Notes, $345.0 million in 2031 Convertible Senior Notes, and approximately $188.1 million from a Class A common stock offering, significantly boosting liquidity.
• Increased Revolving Credit Facility to $350.0 million (with a $150.0 million accordion feature) and extended maturity to December 30, 2030, providing greater financial flexibility.
• The Brook Mine rare earth elements and critical minerals project initiated development in mid-2025, with a Preliminary Economic Assessment (PEA) by Fluor Corporation concluding technical and economic viability.
• Received a $6.1 million matching grant from the Wyoming Energy Authority for the Brook Mine pilot facility development.
• Acquisition of the Russell County property in November 2025 is expected to significantly increase reserves and resources at the Knox Creek Complex.
• Metallurgical coal production increased to 3.8 million tons in 2025 from 3.7 million tons in 2024, driven by increased capacity and completed development work at Elk Creek and Maben.
• Commissioned a preparation plant at the Maben Complex in Q4 2024, reducing trucking costs.
• The company maintains 85 million reserve tons and 1,337 million measured and indicated resource tons of high-quality metallurgical coal, with geological advantages contributing to lower cash costs.

Negatives

• Reported a net loss of $51.4 million in 2025, compared to a net income of $11.2 million in 2024.
• Total revenue decreased by 19% to $536.6 million in 2025 from $666.3 million in 2024, primarily due to softening global metallurgical coal markets and a 4% decrease in tons sold.
• Segment Adjusted EBITDA for Metallurgical Coal decreased by 42% to $69.4 million in 2025, reflecting lower revenue and increased costs.
• Operating loss of $56.0 million in 2025, compared to an operating income of $16.6 million in 2024.
• Increased selling, general and administrative (SG&A) expenses to $69.4 million in 2025 from $49.3 million in 2024, largely due to rare earth element development costs.
• Increased interest expense, net, to $7.8 million in 2025 from $6.1 million in 2024 due to new debt issuances.
• The RAM Mine permit in Pennsylvania was denied in 2023, and the company will not appeal, indicating a cessation of development for this property.
• Idling of the Rockhouse Eagle mine and Laurel Fork mine in 2025, and closure of the Jawbone mine in Q3 2024, impacting production capacity.
• Suspension of quarterly Class A stock dividends in July 2025.
• A class action complaint was filed on January 30, 2026, alleging materially false and/or misleading statements regarding the Brook Mine project.

Risks

• Growth prospects may be adversely affected by fluctuations in demand for, and prices of, rare earth elements and critical minerals.
• Currently no rare earth elements or critical mineral reserves, and growth prospects may be adversely affected if the Brook Mine cannot be successfully developed into a commercial scale mine.
• An increase in global supply of rare earth element products, dumping, predatory pricing, and other anti-competitive tactics by competitors (especially China) may materially and adversely affect growth prospects and stock price.
• Consolidation of the rare earth elements and critical minerals industry may result in increased competition.
• Development delays or cost increases for coal properties not yet fully developed could adversely affect business, financial condition, and results of operations.
• Customer concentration risk: loss of, or significant reduction in, purchases by largest coal customers could adversely affect business.
• Customer base is highly dependent on the steel industry, making demand for metallurgical coal vulnerable to steel industry conditions.
• Exposure to fluctuations in market pricing due to not entering into long-term coal sales contracts.
• Failure to access coal preparation facilities may materially adversely affect ability to produce coal and meet quality specifications.
• Uncertainties in estimating economically recoverable coal reserves; inaccuracies could result in lower-than-expected revenues, higher costs, and decreased profitability.
• Inability to acquire additional economically recoverable coal reserves may materially adversely affect future profitability.
• Availability and reliability of transportation facilities and fluctuations in transportation costs could affect demand for coal or impair supply ability.
• Significant downtime of major mining equipment or preparation plants could impair coal supply and adversely affect results.
• Limited protection during adverse economic conditions in sales contracts, potentially leading to economic penalties or contract termination.
• Ability to collect payments from customers could be impaired if creditworthiness declines or contracts are not honored.
• Substantial capital expenditures required for business maintenance and growth; inability to obtain needed capital or financing could curtail operations and delay plans.
• Inability to obtain equipment, parts, and supplies in a timely manner, sufficient quantities, or reasonable costs.
• Operations could be adversely affected if required financial assurance cannot be obtained or costs increase materially.
• Defects in title or loss of leasehold interests in properties could limit mining operations or result in unanticipated costs.
• Shortage of skilled labor in the mining industry could adversely affect productivity and profitability.
• Subject to the Applicant Violator System, which could prohibit obtaining new mining permits based on violations by the company or its significant stockholders.
• Additional limitations on mining operations due to federal jurisdiction, especially on federally protected lands or national forests.
• Lessees could satisfy obligations with minerals from other properties, reducing royalty payments.
• Incorrect reporting of royalty revenues by lessees might not be identified or resolved in a timely manner.
• Unique difficulties and uncertainties inherent in technology development (e.g., rare earth elements) pose a risk of not being able to capitalize on intellectual property.
• Failure to protect intellectual property rights could lead to loss of competitive ability.
• Claims of intellectual property infringement by other companies could increase costs and harm revenue generation.
• Enactment of legislative and regulatory measures (environmental, health, safety, GHG emissions) could adversely affect mining operations, cost structure, or customers' ability to use coal.
• Operations may impact the environment or cause exposure to hazardous substances, leading to significant costs and liabilities (e.g., acid mine drainage, slurry impoundment failures).
• Difficulty in obtaining, maintaining, and renewing governmental permits and approvals for mining operations, which can be costly, time-consuming, and result in restrictions.
• Federal or state regulatory agencies have authority to order mine closures, affecting ability to meet customer demands.
• Customers are subject to extensive environmental regulations, which could negatively impact demand for coal.
• Negative sentiment, activism, and ESG initiatives could interfere with business activities, operations, access to capital, and reduce demand for products.
• Mines are subject to stringent federal and state safety regulations that increase costs and may lead to operational shutdowns.
• Reclamation, mine closing, and related environmental obligations under SMCRA; inaccurate accrual assumptions could require greater expenditures.
• Ability to pay dividends may be limited by cash generation, debt restrictions, and other factors.
• Percentage of ownership may be diluted by future equity issuances.
• Conflicts of interest due to directors having significant duties with entities that may compete for acquisitions and business opportunities.
• Amended Charter and bylaws, and Delaware law, contain provisions that could discourage acquisition bids or merger proposals.
• Designation of Delaware Court of Chancery as sole forum for certain actions could limit stockholders' ability to obtain a favorable judicial forum.
• Tracking stock capital structure could create conflicts of interest, and Board decisions may adversely affect only holders of one class of common stock.
• Board's ability to reattribute businesses, assets, and expenses between Class A and Class B common stock may make it difficult to assess future prospects based on past performance.
• Assets attributed to one class could be used to pay liabilities attributed to another class.
• Dividends on Class B common stock are discretionary and may fluctuate materially.
• Market price of Class B common stock may not reflect performance of CORE assets as intended.
• Market value of Class B common stock could be adversely affected by events involving other assets and businesses of the company.
• May not pay dividends equally or at all on different classes of common stock.
• Stockholders will not vote on how to attribute consideration in a merger among Class A and Class B holders.
• May dispose of CORE assets without Class B common stockholder approval.
• Holders of Class B common stock may receive less consideration upon a sale of attributed assets than if it were a separate company.
• In a liquidation, Class B common stockholders will not have priority with respect to CORE assets.
• Board may elect to convert Class B common stock to Class A common stock, changing investment nature and possibly diluting economic interest.
• Transactions in Class B common stock by insiders could depress market price.
• Capital structure may inhibit or prevent acquisition bids for CORE or the company as a whole.
• Changes in tax legislation could have an adverse impact on cash tax liabilities, results of operations, or financial condition.
• Future debt may limit flexibility to obtain financing and pursue other business opportunities.
• Number and quality of viable financing and insurance alternatives may be significantly impacted by unfavorable lending and investment policies related to environmental concerns and ESG.
• Negative sentiment regarding business/industry, activism, and climate change initiatives could interfere with business, operations, and access to capital.
• Securities litigation could result in significant costs and divert management attention.
• Litigation disposition could negatively affect profitability and cash flow.
• Terrorist attacks or cyber-incidents could result in information theft, data corruption, operational disruption, and/or financial loss.
• Failure to adequately protect critical data and technology systems and impact of data privacy regulation could materially affect the company.

Future Outlook

The company plans to increase annual metallurgical coal production to possibly more than seven million clean tons, subject to market conditions, permitting, and additional capital deployment. It anticipates distributing quarterly dividends in the future, though the form (cash or non-cash) and amount are subject to Board approval and market conditions. The Rare Earths and Critical Minerals segment is expected to proceed with pilot plant testing, followed by engineering and design of a full commercial plant, with a pre-feasibility study by Hatch Ltd. expected by late 2026. The company also plans to expand the Brook Mine permit area and establish a Strategic Critical Minerals Terminal (SCMT). Capital expenditures for 2026 are anticipated to be approximately $85-90 million, including $40 million for growth capital in Wyoming and low-volatile metallurgical coal complexes. The financial statement impact of the Rare Earths and Critical Minerals segment is largely dependent on development activities and the achievement of commercial production, with the potential for material changes to operating results and financial condition in future periods.

Management Comments

• "Our business strategy is to increase stockholder value through sustained earnings growth, cash flow generation and dividends."
• "We believe our advantaged reserve geology provides us with higher productivity and industry-leading lower cash costs."
• "We are committed to maintaining a conservative capital structure and prudently managing the business for the long term, with a reasonable amount of net debt that will afford us the financial flexibility to execute our business strategies on an ongoing basis."
• "We are also focused on the development of rare earth elements and critical minerals... These initiatives provide additional growth opportunities in future periods."
• "We had a ribbon cutting and groundbreaking at our carbon ore and rare earth mine, the Brook Mine, on July 11, 2025. The development of this mine and overall project is advancing."
• "We believe these capital raises and increased liquidity have positioned us to more effectively implement our evolution into a dual platform critical minerals company."
• "The Company anticipates distributing quarterly dividends in the future; however, it is currently unknown whether cash or non-cash dividends will be declared for Class A and Class B shareholders in future periods, as future declarations of dividends are subject to Board of Directors approval and may be adjusted as business needs or market conditions change."
• "We believe we have good relations with our employees."
• "We believe that business excellence is achieved through the pursuit of safe and responsible work practices."
• "We believe that the RAM permit was denied incorrectly and capriciously, we will not appeal the denial of the permit and will instead focus on our other core properties and monetize these assets at the appropriate time."
• "We believe we have meritorious defenses to all claims in this matter (preparation plant purchase litigation)."
• "We believe we have meritorious defenses to all claims in this matter (class action complaint)."

Industry Context

StockSavvy.ai notes that Ramaco Resources operates in a metallurgical coal market that experienced softening in 2024 and 2025 due to constrained global economic growth and international conflicts, particularly slower steel market growth in China leading to elevated Chinese steel exports. This aligns with broader industry trends of volatility and pressure on pricing. The company's strategic pivot into rare earth elements and critical minerals, particularly with the Brook Mine project, positions it within a rapidly growing sector driven by demand for advanced technologies and geopolitical pressures to establish secure U.S. domestic supply chains, contrasting with China's current dominance in the rare earth value chain. The company's focus on 'industry-leading lower cash costs' for its metallurgical coal is a competitive strategy in a challenging market.

Comparison to Industry Standards

• Claims its coal is among the lowest delivered-cost U.S. metallurgical coal to its domestic customer base, North American blast furnace steel mills and coke plants, as well as to international metallurgical coal consumers.
• States its reserve base provides 'higher productivity and industry-leading lower cash costs' compared to most U.S. metallurgical coal producers.
• The Brook Mine is believed to host the 'largest unconventional deposit of rare earth elements and critical minerals discovered to date in the United States, as well as the first new rare earth elements mine in the United States in 70 years.'
• Notes that Chinese competitors may have greater financial resources and strategic advantages, including lower labor, compliance, and production costs due to domestic economic and regulatory factors (e.g., less stringent environmental regulations).

Management Changes

Corporate Governance

Legal Proceedings

• **Preparation Plant Purchase:** A class action complaint was filed on November 15, 2024, by Justice Coal of Alabama, LLC against Ramaco Resources, Inc. and subsidiaries, alleging conversion, unjust enrichment, and negligence related to the purchase of a preparation plant. The plaintiff claims their sale of the plant to EMCOAL, Inc. was not completed, thus EMCOAL, Inc. did not have the right to sell it to Ramaco. The case was transferred to the U.S. District Court for the Northern District of Alabama, and Ramaco's motion to dismiss was denied. The court has directed the parties to be ready for trial by December 2026. Management believes it has meritorious defenses.
• **Storage Silo Partial Failure:** Litigation against Federal Insurance Company and Chubb INA Holdings, Inc. regarding a partial structural failure of a raw coal storage silo in November 2018. A jury verdict in July 2021 awarded $7.7 million in contract damages and $25.0 million for wrongful denial. The court later reduced the award to $1.8 million and vacated the $25.0 million. On appeal, the $7.7 million contract damages verdict was reinstated, and the company was deemed entitled to attorney fees and a new trial on Hayseeds damages (annoyance, inconvenience, and net economic loss). The defendants paid the contract damages portion. The matter is pending before the District Court for a new trial on Hayseeds damages and determination of attorney fees. The trial date originally set for July 15, 2025, has been continued.
• **Class Action Complaint for Violations of Federal Securities Laws:** A putative class action complaint was filed on January 30, 2026, against the Company, CEO Randall Atkins, and CFO Jeremy Sussman. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5, arising from allegedly materially false and/or misleading statements concerning the development and active mining status of the Brook Mine rare earth and critical minerals project during the period of July 31, 2025, through October 23, 2025. The plaintiff seeks class action status and compensatory damages. Management believes it has meritorious defenses.

Related Party Transactions

• **Legal Services:** Less than $0.1 million in professional legal services were incurred from Jones & Associates in 2025, a related party, whose principal subsequently became the Company's General Counsel on May 1, 2025.
• **Ramaco Foundation:** A charitable cash contribution of $0.5 million was made to the Ramaco Foundation in 2025. The Ramaco Foundation is an unconsolidated not-for-profit organization with several members of the Company's management and board of directors on its board.
• **Other Professional Services:** $0.2 million in professional services were incurred from four other aggregated related parties in 2025.

Stakeholder Impact

• **Shareholders (Class A & B):** Experience a net loss in 2025, but also benefit from significant capital raises and strategic investments in rare earth elements, which could drive future growth. Class A stock dividends were suspended, while Class B dividends continued, reflecting the tracking stock structure. The class action lawsuit poses a risk to shareholder value.
• **Employees:** The company emphasizes a strong safety philosophy and comprehensive health and safety programs. The new VP of IT and Cybersecurity role indicates investment in internal capabilities. Labor shortages in the mining industry remain a potential risk.
• **Customers:** Metallurgical coal customers face softening markets and potential price volatility. The company's focus on low-cost production aims to maintain competitiveness. Rare earth customers are anticipated as the Brook Mine project develops, addressing U.S. supply chain needs.
• **Creditors:** The company significantly increased its debt through Senior Notes and Convertible Senior Notes, but also boosted liquidity with a larger Revolving Credit Facility. Compliance with debt covenants is crucial for maintaining financial stability.
• **Regulatory Authorities:** The company is subject to extensive environmental, health, and safety regulations, with ongoing permitting processes and potential legal challenges. Remediation of internal control weaknesses demonstrates commitment to compliance.

Next Steps

• Complete pilot plant testing for rare earth elements and critical minerals processing at the Brook Mine site.
• Proceed to engineering and designing a full commercial plant for rare earth elements and critical minerals based on pilot testing results.
• Complete a pre-feasibility study for the Brook Mine by Hatch Ltd. by late 2026.
• Actively engage with federal and state officials to expand the existing approved Brook Mine permit to include the entire 15,800 acres of control.
• Continue advancing geological work at the Brook Mine, including infill and expansion drilling, to refine understanding of the deposit and improve resource classification.
• Establish a Strategic Critical Minerals Terminal (SCMT) at the Brook Mine to provide long-term strategic stockpiling, storage, and inventory management solutions.
• Fund approximately $85-90 million in capital expenditures in 2026, including $40 million for growth capital related to Wyoming commercialization efforts and low-volatile metallurgical coal complexes.
• The company expects to satisfy approximately 97% of its 2026 sales commitments for 1.1 million tons at an average fixed price of $142 per ton and 1.2 million tons priced against various benchmark indices.

Key Dates

Recommendation

Ramaco Resources is in a transitional phase, facing headwinds in its core metallurgical coal business (evidenced by the 2025 net loss and revenue decline) but making substantial strategic investments in the promising rare earth elements and critical minerals sector. The significant capital raises and increased liquidity provide a strong foundation for this pivot. However, the rare earth project is still in early development, lacking proven reserves, and carries inherent risks related to commercialization, market volatility, and competition. The ongoing legal proceedings and the suspension of Class A dividends add elements of uncertainty. A 'hold' recommendation is appropriate for a seasoned investor, acknowledging the short-term challenges in coal and the long-term, high-potential, but speculative nature of the rare earth venture. Investors should monitor progress on the Brook Mine, market conditions for both segments, and resolution of legal matters.

Keywords

Metallurgical Coal, Rare Earth Elements, Critical Minerals, Mining, SEC Filing, 10-K, Financial Performance, Debt, Equity Offering, Brook Mine, Wyoming, Appalachian Coal, Corporate Governance, Risk Factors, Stock Dividends, Capital Expenditures, Environmental Regulations, Mine Safety, Tracking Stock, Convertible Notes, Nasdaq