SCHEDULE: Yorktown Partners Reduces Ramaco Resources Stake
Ownership Change Report
Yorktown Energy Partners IX, L.P. sold 527,910 shares of Ramaco Resources Class A Common Stock, reducing its beneficial ownership to 5.61%.
Summary
- Yorktown Energy Partners IX, L.P., a major shareholder, sold 527,910 shares of Ramaco Resources, Inc. Class A Common Stock.
- The sale occurred on August 8, 2025, as part of the exercise of an over-allotment option by underwriters.
- The shares were sold at a public price of $18.75 per share, resulting in net proceeds to Yorktown of $17.71875 per share after underwriting discounts and commissions of $1.03125 per share.
- Following this transaction, Yorktown Energy Partners IX, L.P. and its related entities beneficially own 3,097,134 shares, representing 5.61% of Ramaco Resources' Class A Common Stock.
- This percentage is based on 55,182,254 shares of Class A Common Stock outstanding after the closing of the offering.
- Yorktown Energy Partners IX, L.P. has entered into a 90-day lock-up agreement, restricting further sales of Ramaco Resources common stock or related securities until approximately November 3, 2025.
- Ramaco Resources, Inc. also sold 10,666,667 shares of Class A Common Stock in the same offering.
Sentiment
Score: 4
Explanation: The sentiment is moderately negative due to a significant shareholder reducing its stake and the implied dilution from the company's own share offering. While the offering itself raises capital for the company, the reduction in a major investor's position can be viewed unfavorably by the market.
Positives
- The overall offering, which included the sale of 10,666,667 shares by Ramaco Resources, Inc., provided capital to the Issuer for its corporate purposes.
Negatives
- A significant shareholder, Yorktown Energy Partners IX, L.P., reduced its stake in the company by selling 527,910 shares.
- The sale by a major investor could be perceived as a lack of confidence or a move to reallocate capital.
- The offering by Ramaco Resources of 10,666,667 shares results in dilution for existing shareholders.
Risks
- The sale by a major holder could imply a risk of further sales once the 90-day lock-up period expires, potentially putting downward pressure on the stock price.
- Dilution from the overall offering (Issuer's sale of 10,666,667 shares) is an inherent risk for existing shareholders.
Future Outlook
The filing indicates a 90-day lock-up period for Yorktown Energy Partners IX, L.P. following the August 5, 2025, underwriting agreement, restricting further sales of Ramaco Resources common stock or related securities until approximately November 3, 2025. This suggests no immediate further sales from this reporting person.
Industry Context
This transaction reflects a major institutional investor, Yorktown Partners, adjusting its stake in a publicly traded company, Ramaco Resources, Inc. The sale of shares by a significant holder, alongside a larger offering by the issuer, is a common capital markets activity. The specific industry context (e.g., coal or energy sector trends) is not detailed in this filing, which focuses solely on the ownership change and related transaction.
Stakeholder Impact
- Shareholders: Existing shareholders face dilution due to the issuance of 10,666,667 new shares by the Issuer. The reduction in stake by a major investor (Yorktown) could also impact investor confidence.
Next Steps
- Expiration of Yorktown Energy Partners IX, L.P.'s 90-day lock-up period (approximately November 3, 2025).
Key Dates
| Date | Description |
|---|---|
| 2017-02-21 | Initial Schedule 13D filed by Reporting Persons. |
| 2025-03-31 | Amendment No. 10 to Schedule 13D filed. |
| 2025-08-05 | Underwriting Agreement entered into by Yorktown Energy Partners IX, L.P., the Issuer, and other selling stockholders with Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC. Also, final prospectus supplement dated. |
| 2025-08-05 | Start date of 90-day lock-up period for Yorktown Energy Partners IX, L.P. |
| 2025-08-06 | Underwriters exercised the Over-Allotment Option in full. Preliminary prospectus supplement filed. |
| 2025-08-07 | Issuer's prospectus supplement on Form 424B5 filed with the SEC. |
| 2025-08-08 | Yorktown Energy Partners IX, L.P. sold 527,910 shares of Common Stock to underwriters. Date of event requiring filing of this statement. Beneficial ownership updated as of this date. |
| 2025-08-11 | Date of signing of the Schedule 13D Amendment No. 11. |
Recommendation
holdWhile the sale by a major shareholder and the associated dilution from the company's offering present short-term headwinds and potential negative sentiment, the filing itself is a disclosure of a completed transaction rather than new operational or financial results. The company did raise capital, which could be positive for its operations. Investors should hold to assess the company's use of proceeds and future performance rather than reacting solely to the ownership change.
Keywords
Ramaco Resources, Yorktown Partners, Schedule 13D, Share Sale, Common Stock, Beneficial Ownership, Underwriting Agreement, Lock-Up Agreement, Coal Mining, Energy Sector
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