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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

 

Date of Report (Date of earliest event reported): December 5, 2024

 

Ramaco Resources, Inc.

(Exact name of Registrant as specified in its Charter)

 

Delaware 001-38003 38-4018838
(State or other jurisdiction of
incorporation)

(Commission File Number) (IRS Employer Identification No.)

 

250 West Main Street, Suite 1900

Lexington, Kentucky 40507

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (859) 244-7455

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A common stock, $0.01 par value METC NASDAQ Global Select Market
Class B common stock, $0.01 par value METCB NASDAQ Global Select Market
9.00% Senior Notes due 2026 METCL NASDAQ Global Select Market
8.375% Senior Notes due 2029 METCZ NASDAQ Global Select Market

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company       ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 7.01.Regulation FD Disclosure.

 

On December 5, 2024, the Company issued a press release (the “Press Release”) announcing that its board of directors approved and declared a stock dividend of $0.1375 per share of Class A common stock payable in shares of the Company’s Class B common stock on March 14, 2025 to shareholders of record as of the close of Nasdaq on February 28, 2025. The dividend will be paid in Class B common stock and the amount of shares to be issued per share owned will be determined by dividing the dividend amount by the closing transaction price of the Class B common stock at the close of the market on the record date.

 

No fractional shares will be issued in connection with the stock dividend. In lieu of the issuance of fractional shares, the Company will pay in cash on March 14, 2025 the fair value of the fractions of a share issuable, determined as of the close of Nasdaq on February 28, 2025 and based upon the closing transaction price per share of the Class B common stock reported by Nasdaq on that date.

 

The Press Release also announced the dividend ratios of its previously declared dividends for the fourth quarter of fiscal year 2024 relating to both the Class A and Class B common shares to shareholders of record on December 2, 2024. In addition, the Press Release also provided initial production and sales guidance for the 2025 calendar year. A copy of the Press Release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

None of the information furnished in this Item 7.01 will be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.
  Description
99.1   Press Release issued by Ramaco Resources, Inc. dated December 5, 2024
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

 

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Ramaco Resources, Inc.
   
  By: /s/ Randall W. Atkins
    Name: Randall W. Atkins
    Title: Chairman and Chief Executive Officer

 

Date: December 5, 2024