SCHEDULE: Yorktown Partners Reduces Ramaco Stake to 6.86%

Sentiment:

Beneficial Ownership Update


Yorktown Energy Partners XI, L.P. sold 645,463 shares of Ramaco Resources Class A Common Stock, reducing its beneficial ownership to 6.86%.

Capital raiseThe filing references an offering where Ramaco Resources, Inc. itself offered and sold 10,666,667 shares of Class A Common Stock, indicating a capital raise by the Issuer.

Summary

  • Yorktown Energy Partners XI, L.P. (a reporting person) sold 645,463 shares of Ramaco Resources, Inc. Class A Common Stock.
  • The sale occurred on August 8, 2025, as part of an offering where the underwriters exercised their over-allotment option in full.
  • The shares were sold at a public price of $18.75 per share, with net proceeds to Yorktown of $17.71875 per share after underwriting discounts and commissions of $1.03125 per share.
  • Following the sale, Yorktown Energy Partners XI, L.P. beneficially owns 3,786,797 shares, representing 6.86% of Ramaco Resources' Class A Common Stock.
  • The percentage is based on 55,182,254 Class A Common Stock shares outstanding after the offering.
  • Yorktown Energy Partners XI, L.P. is subject to a 90-day lock-up agreement from August 5, 2025, restricting further sales without prior written consent from the underwriters.

Sentiment

Score: 6

Explanation: The filing is neutral to slightly negative from an investor sentiment perspective for Ramaco Resources, as a significant shareholder is reducing its stake. However, the full exercise of the over-allotment option suggests market demand for the shares. For the selling shareholder, it's a positive as they realized proceeds.

Positives

  • Yorktown Energy Partners XI, L.P. realized net proceeds of $17.71875 per share from the sale of 645,463 shares.
  • The exercise of the over-allotment option in full indicates strong demand for the shares in the offering.

Negatives

  • A significant shareholder, Yorktown Energy Partners XI, L.P., reduced its stake in Ramaco Resources, which could be perceived as a lack of conviction or a move towards exit.

Risks

  • The lock-up agreement prevents Yorktown Energy Partners XI, L.P. from selling additional shares for 90 days, but after this period, further sales could put downward pressure on the stock price.
  • A large institutional investor reducing its stake might signal potential concerns about future performance or valuation, which could influence other investors.

Future Outlook

The filing primarily details a past transaction and does not provide explicit forward-looking statements or guidance from Ramaco Resources. However, the 90-day lock-up agreement implies that the reporting person will not sell additional shares for that period.

Industry Context

This transaction reflects a common practice for private equity or institutional investors to monetize portions of their holdings in publicly traded companies, often following a period of investment or a significant corporate event like an equity offering. For Ramaco Resources, a coal company, such an offering could be aimed at raising capital for operations, expansion, or debt reduction, and the sale by a major shareholder is part of the broader capital markets activity.

Comparison to Industry Standards

  • The filing does not provide sufficient detail to compare the offering price or the shareholder's exit strategy to specific industry benchmarks or comparable companies. The sale by a significant shareholder is a common event in the lifecycle of private equity investments in public companies, but without context on the initial investment cost or the company's performance relative to peers, a detailed comparison is not possible.

Related Party Transactions

  • Yorktown Energy Partners XI, L.P., a significant shareholder, sold shares to underwriters as part of an offering, which can be considered a related party transaction in the context of a large investor reducing its stake.

Stakeholder Impact

  • Shareholders: The reduction in stake by a major investor could be viewed negatively, but the successful offering and full exercise of the over-allotment option suggest market liquidity and demand. Potential for future share sales by Yorktown after the lock-up period could create downward pressure.
  • Company (Ramaco Resources): The offering itself (not directly detailed in this 13D, but referenced) would have provided capital to the company. The partial exit of a major investor might alter the shareholder base dynamics.

Next Steps

  • Monitoring the expiration of the 90-day lock-up period for Yorktown Energy Partners XI, L.P. (around November 3, 2025), after which they could potentially sell more shares.

Key Dates

DateDescription
2017-02-21Initial Schedule 13D filed by Reporting Persons.
2023-11-21Amendment No. 1 to Schedule 13D filed.
2025-03-31Amendment No. 2 to Schedule 13D filed.
2025-08-05Underwriting Agreement entered into; Lock-Up Agreement effective date.
2025-08-06Underwriters exercised Over-Allotment Option in full; preliminary prospectus supplement filed.
2025-08-07Final prospectus supplement filed with SEC.
2025-08-08Yorktown Energy Partners XI, L.P. sold 645,463 shares; date of event requiring this filing.
2025-08-11Date of signing of this Amendment No. 3.

Recommendation

hold

The filing indicates a partial exit by a significant institutional investor, Yorktown Energy Partners XI, L.P., which could signal a maturing investment or a strategic reallocation. While the full exercise of the over-allotment option suggests market demand for the shares at the offering price, the reduction in a major holder's stake often introduces uncertainty. Investors should hold to observe the company's performance post-offering and monitor any further actions by Yorktown after the lock-up period expires, as well as the company's use of proceeds from its own share sale.

Keywords

Ramaco Resources, Yorktown Energy Partners, Schedule 13D, Share Sale, Beneficial Ownership, Class A Common Stock, Equity Offering, Lock-up Agreement, Coal Mining, Energy Investment

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