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Ramaco Resources Inc-A 2025年度报告

2026-07-24 美股财报 顾小桶🙊
报告封面

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company.See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging growthcompany” in Rule12b-2 of the Exchange Act. 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 newor revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ As of June30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of common stockheld by non-affiliates of the registrant was approximately $425 million. As of February 25, 2026, the registrant had 55,963,520 and 11,155,785 outstanding shares of Class A and Class B common stock, respectively. Table of Contents Documents Incorporated by Reference: Certain information required to be furnished pursuant to PartIII of this Annual Report on Form10-K, as amended, is set forth in, and ishereby incorporated by reference herein from, the definitive proxy statement for our 2026 Annual General Meeting of Stockholders, which was filed byRamaco Resources with the Securities and Exchange Commission pursuant to Regulation 14A within 120days after December31, 2025. EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A (this “Amendment”) to the Annual Report on Form 10-K of Ramaco Resources, Inc. (the“Company”) for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “Commission”) on February 26, 2026(the “Original 10-K Filing”), is being filed solely: (i) to revise Parts I and II to clarify that the study prepared by the Fluor Corporation titled “PreliminaryEconomic Assessment” referenced in the Original 10-K Filing (the “Fluor Study”) was a conceptual study not prepared in accordance with Subpart 1300of Regulation S-K and to refer to such study as the “Fluor Study”; (ii) to remove statements asserting the technical and economic viability of theCompany’s Brook Mine rare earth/critical minerals project; (iii) to revise disclosures regarding the Company’s Brook Mine to characterize the project asan exploration stage property with respect to critical mineral operations, which also required a revision to the description of the Company and the BrookMine, and to add cautionary language (a) indicating that there is no assurance that we will be able to successfully develop the Brook Mine into acommercial scale mine and (b) to highlight that there is no certainty that any part of the inferred mineral resources estimated will be converted intomineral reserves; (iv) to amend and refile Exhibit 96.5 Technical Report Summary - Brook Mine - Initial Assessment, dated July 24, 2026, with aneffective date of December 31, 2025 (the “TRS”), which is current as of December 31, 2025, to conform to Subpart 1300 and Item 601(b)(96) ofRegulation S-K, including, but not limited to, adding additional disclosure of