Form 8-K/A

8-K/A — Ramaco Resources, Inc.

Accession: 0001213900-26-081413

Filed: 2026-07-24

Period: 2025-09-18

CIK: 0001687187

SIC: 1220 (BITUMINOUS COAL & LIGNITE MINING)

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0299066-8ka1_ramaco.htm (Primary)

EX-99.1 — LETTER TO STOCKHOLDERS RELEASED BY RAMACO RESOURCES, INC. DATED SEPTEMBER 18, 2025 (ea029906601ex99-1.htm)

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K/A

Amendment

No. 1

CURRENT

REPORT

Pursuant

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

Date

of Report (Date of earliest event reported): September 18, 2025

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

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))

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

8.375%

Senior Notes due 2029

METCZ

Nasdaq

Global Select Market

8.250%

Senior Notes due 2030

METCI

Nasdaq

Global Select Market

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 ☐

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. ☐

EXPLANATORY NOTE

This

Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Ramaco Resources, Inc. (the “Company”)

filed with the Securities and Exchange Commission on September 18, 2025 (the “Original Form 8-K”). The Company is filing

this Amendment to replace Exhibit 99.1 (the “Shareholder Letter”) to the Original Form 8-K with a revised Shareholder Letter

reflecting: (i) the removal of certain tabulations covering development options, margin analysis, cash flow analysis, valuation, and

summary of production metrics, and to make related conforming changes to the Shareholder Letter; (ii) clarification that the study prepared

by the Fluor Corporation titled “Preliminary Economic Assessment” was a conceptual study, and to reference such study as

the “Fluor Study”; and (iii) an explanatory note at the top of the letter explaining the foregoing revisions.

Item

9.01 has also been amended and restated in its entirety to indicate that Exhibits 23.1, 96.1, 99.2, and 99.3 were furnished or filed

with the Original Form 8-K and that the Shareholder Letter is being furnished with this Amendment. Item 9.01 of this Amendment also corrects

the name of Exhibit 96.1 in conjunction with the above noted changes.

Except

as expressly set forth herein, this Amendment does not amend, modify or update any other disclosures contained in the Original

Form 8-K, and this Amendment does not reflect events occurring after the filing date of the Original Form 8-K.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit

No.

Description

23.1

Consent of Weir International, Inc. (incorporated by reference to Exhibit 23.1 of the Original Form 8-K).

96.1

Technical Report Summary – Brook Mine – Critical Mineral Initial Assessment, dated September 17, 2025, with an effective date of June 30, 2025 (incorporated by reference to Exhibit 96.1 of the Original Form 8-K).

99.1

Letter to Stockholders released by Ramaco Resources, Inc. dated September 18, 2025

99.2

Press Release issued by Ramaco Resources, Inc. dated September 18, 2025 (incorporated by reference to Exhibit 99.2 of the Original Form 8-K).

99.3

Press Release issued by Ramaco Resources, Inc. dated September 18, 2025 (incorporated by reference to Exhibit 99.3 of the Original Form 8-K).

104

Cover page Interactive

Data File (embedded within the Inline XBRL document)

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:

July 24, 2026

EX-99.1 — LETTER TO STOCKHOLDERS RELEASED BY RAMACO RESOURCES, INC. DATED SEPTEMBER 18, 2025

EX-99.1

Filename: ea029906601ex99-1.htm · Sequence: 2

Exhibit

99.1

September

18, 2025

This

letter revises the letter to shareholders originally filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated September

18, 2025 to (i) remove certain tabulations covering development options, margin analysis, cash flow analysis, valuation, and summary

of production metrics, and to make related conforming changes in the letter; and (ii) to clarify that the study prepared by the Fluor

Corporation titled “Preliminary Economic Assessment” was a conceptual study and to refer to such study as the “Fluor

Study.” Except as so revised, this letter remains unchanged from the original.

Dear

Shareholders,

Since

our groundbreaking of the Brook Mine in July we have rapidly moved to build on the momentum of being the first new rare earth mine in

the United States in 70 years. We have now begun the transition into the nation’s first dual platform critical minerals company.

A brief overview of some of our activities over the past two months is provided in this letter.

First,

to meet the challenge in early August we meaningfully recapitalized our company by raising $200 million in new common equity underwritten

by Morgan Stanley and Goldman Sachs. This has resulted in over a billion dollar increase in our market capitalization and has also financially

positioned Ramaco to initiate the actions described below that the Board has now authorized.

Rare

Earth Project Production Expansion and Acceleration

Earlier

this year Ramaco was requested by various arms of the Administration to consider both the expansion and acceleration of the Brook Mine

rare earth (REE) and critical mineral (CM) project. It has been called the largest unconventional rare earth deposit in North America

by the Department of Energy's National Energy Technology Laboratory.

Acting

upon this request, the Company’s Board of Directors this week authorized management to initiate all necessary steps to significantly

upsize the Brook Mine to produce at a base coal production level of 5 million tons per year from a previous 2-million-ton level.

line with that feedstock increase, the proposed commercial rare earth and critical mineral oxide annual production levels will rise to

approximately 3,400 tons per year from the previous level of 1,240 tons as referenced in the summary of the conceptual study prepared

by the Fluor Corporation titled “Preliminary Economic Assessment” (the “Fluor Study”).

connection with this expansion, the Company will proceed to actively engage with Federal and State officials to expand the existing approved

Brook Mine permit on roughly 4,500 acres to include our entire almost 16,000 acres of control. We will also increase the design of the

processing capacity of the commercial oxide facility to reflect this enhanced level of oxide production.

the revised 5-million-ton annual production level, the mine life at the Brook Mine could now extend to over 60 years at the higher production

level over the entire area of ownership. Further core drilling, as well as chemical and hydrometallurgical analysis will commence this

fall on the roughly 11,500 additional contiguous acres which are not in the current permit, in anticipation of this expansion.

Given

the size of the Brook Mine mineral resource the increased 5-million-ton annual production level can potentially both technically and

commercially also be raised above these revised figures to roughly 8-10 million tons of annual coal production dependent upon future

market demand.

Along

those lines, recent feedback from potential customers suggests the annual production figures cited above could prove to be conservative

by the time our commercial mine reaches steady state production in a few years. Furthermore, it has become clear that the REE and CM

market has become bifurcated between unstable supply lines from China and potential reliable supply provided from the western world.

Terbium, for example, is trading at almost $4 million a tonne according to western REE indices, well above current prices in China.

addition, the Board has requested management to work with all relevant parties to accelerate the original development timeline of the

Brook Mine project to reach full commercial oxide production. Our pilot plant is expected to begin operation later this year and our

commercial oxide plant could begin construction later in 2026 with an expected 18-month construction period.

hope that an acceleration to this schedule will enable the Company to have a “first mover” advantage in terms of initiating

new United States production, but also as the dominant domestic producer in providing the country with our specific REEs and CMs for

decades to come.

The

more than doubling of the production will enable the Company to better serve key domestic industries in defense, semiconductors, energy,

electronics and aerospace while reducing their reliance on foreign sources of REEs and CM. It is also expected to unlock substantial

economic and operational efficiencies across the Company’s REE mining operations.

Federal

Agency Engagement

Management

is actively engaged with strategic discussions involving senior officials across the Department of Energy (DOE), Department of Interior

(DOI), Department of War (DOW), the Federal Permitting Improvement Steering Council (Permitting Council), the President’s National

Energy Dominance Council (NEDC) and the National Security Council (NSC). These discussions are aligned with the President’s emergency

declaration, which prioritizes domestic critical mineral production as a matter of national security and economic resilience.

Management

has emphasized the project’s alignment with federal objectives, including supply chain independence, defense readiness, and energy

innovation. The NEDC has played a key leadership role in facilitating broader federal engagement and building awareness of the project’s

priority.

Meetings

with DOE, DOW and DOI officials have focused on federal support mechanisms such as the Defense Production Act and the Energy Dominance

Loan Program. The Company has proposed to expand domestic REE metallization capacity for defense and commercial applications. These engagements

reflect a shared urgency to reduce reliance on foreign sources, particularly China, and to accelerate domestic production in response

to global supply chain threats.

The

Company remains committed to working collaboratively with federal agencies to ensure the Brook Mine project advances swiftly and securely.

This coordinated federal outreach underscores the Company’s leading role in advancing the President’s priorities and securing

America’s mineral future.

Higher

Mine Cut-Off Grade / Revised Mine Cost / Revised Technical Report Summary (TRS) and Pre-Feasibility Study (PFS)

Today

Ramaco also issued a new geological Technical Report Summary (TRS) from Weir International, updated from their March 2025 study which

has several important implications. As a result of this new TRS, management has undertaken a focused initiative to pursue a revised mine

plan designed on mining REES with a higher cut-off concentration grade of almost 500 ppm for the Brook Mine deposit.

This

plan will target deposit zones with the highest concentrations of REEs and CMs to enhance project economics and resource efficiency.

This revised mine plan now indicates significant resource of higher grade than known at the time of the Fluor Study and presents a more

accurate and favorable cost structure, improved project returns and a shortened estimated payback period.

Higher

grade mine opportunities are being guided by recent metallurgical and geologic data, enabling more precise mine planning and resource

classification. To assist in guiding its mining, Ramaco has also been able to interpolate this new information with its deployment of

advanced artificial intelligence (AI) and machine learning tools, one developed by Ramaco in collaboration with the DOE’s NETL

and the other with Terra AI, a private AI firm associated with Stanford University.

These

updates are expected to significantly increase the proportion of high-value oxide production in early years, thereby boosting early cash

flows. The Company is also incorporating these revisions into its ongoing Pre-Feasibility Study (PFS) to support the planned upsize of

the mining permit and expansion of the commercial oxide facility.

Ramaco

has officially retained Hatch Ltd. to lead the PFS for the Brook Mine project. Hatch was selected for its technical expertise in rare

earth processing and will oversee test work, pilot plant design, and process optimization. The PFS will be a key document for future

permitting, investment, and offtake discussions, aligning with Ramaco’s strategy to accelerate project development. It is expected

to be delivered in Q1 2026.

Drilling

Program

have launched our fall drilling program at the Brook Mine, with two rigs now operating to complete 15 new holes before winter weather

sets in. This program will expand the reach of the deposit and to continue upgrading the quality of our defined resource.

the 15 drill holes, seven are exploratory holes with six located outside the current permit boundary, targeting new zones of interest.

These zones are considered highly prospective based on analogs observed within the existing permit area. If confirmed, they are expected

to unlock significant expansion opportunities, both for mining and for production expansion.

The

balance of the holes are infill drill holes, focused on tightening spacing, upgrading our resource classification, and further defining

the high-grade trends we have already identified. Several drill holes will be converted into deep-water monitoring wells, which will

allow us to collect baseline data on deeper aquifers. This is an essential step in expanding our permit to cover deeper high-grade seams,

which offer strong potential for future development.

Each

new drill hole will be wireline logged, cored, and sampled to ensure robust geological and petrophysical data capture. This exploration

campaign marks a critical step forward in strengthening both our geologic understanding and our permitting pathway, while positioning

the Brook Mine for major expansion opportunities.

Significant

Upsize of Revolving Credit Facility

The

Company’s principal lender, KeyBank, NA. this week provided a Term Sheet to both extend and meaningfully increase the size of its

existing Revolver facility between Ramaco, KeyBank, NA and a bank syndicate. The finalization of the new syndicated facility is expected

to be completed in the fourth quarter.

The

proposed terms will seek to increase the Revolver from $200 million to $400 million with an accordion feature that could increase the

ultimate size by an additional amount of $150 million to $550 million. Importantly, the proposed facility will provide Ramaco an improved

and highly favorable covenant structure, increasing our financial flexibility over the facility’s entire tenor.

The

term of the new facility will be for five years. The funding will be available for general corporate purposes, including as an additional

funding source towards the development of our rare earth and critical minerals platform at the Brook Mine.

view this enhanced facility as both a validation of our creditworthiness, and a meaningful strengthening of our already strong liquidity

position.

closing, we will continue to provide shareholders with on-going periodic updates of significant milestones as our development of the

Brook Mine rare earth project unfolds.

All the best,

/s/

Randall W. Atkins

Chairman and Chief Executive Officer

ABOUT

RAMACO RESOURCES

Ramaco

Resources, Inc. is an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia, and southwestern

Virginia and a developing producer of coal, rare earth and critical minerals in Wyoming. Its executive offices are in Lexington, Kentucky,

with operational offices in Charleston, West Virginia and Sheridan, Wyoming. The Company currently has four active metallurgical coal

mining complexes in Central Appalachia and one development rare earth and coal mine near Sheridan, Wyoming in the initial stages of production.

In 2023, the Company announced that a major deposit of primary magnetic rare earths and critical minerals was discovered at its mine

near Sheridan, Wyoming. Contiguous to the Wyoming mine, the Company operates a carbon research and pilot facility related to the production

of advanced carbon products and materials from coal. In connection with these activities, it holds a body of roughly 76 intellectual

property patents, pending applications, exclusive licensing agreements and various trademarks. News and additional information about

Ramaco Resources, including filings with the Securities and Exchange Commission, are available at https://www.ramacoresources.com. For

more information, contact investor relations at (859) 244-7455.

CAUTIONARY

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain

statements contained in this news release constitute “forward-looking statements” within the meaning of the Private Securities

Litigation Reform Act of 1995. These forward-looking statements represent Ramaco Resources’ expectations or beliefs concerning

guidance, future events, anticipated revenue, future demand and production levels, macroeconomic trends, the development of ongoing projects,

costs and expectations regarding operating results, and it is possible that the results described in this news release will not be achieved.

These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Ramaco Resources’

control, which could cause actual results to differ materially from the results discussed in the forward-looking statements. These factors

include, without limitation, unexpected delays in our current mine development activities, the ability to successfully ramp up production

at our complexes in accordance with the Company’s growth initiatives, failure of our sales commitment counterparties to perform,

increased government regulation of coal in the United States or internationally, the impact of tariffs imposed by the United States and

foreign governments, the further decline of demand for coal in export markets and underperformance of the railroads, the Company's ability

to successfully develop the Brook Mine REE/CM project, including whether the Company's exploration target and estimates for such mine

are realized, the timing of the initial production of rare earth concentrates the development of a pilot and ultimately a full scale

commercial processing facility. Any forward-looking statement speaks only as of the date on which it is made, and, except as required

by law, Ramaco Resources does not undertake any obligation to update or revise any forward-looking statement, whether as a result of

new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Ramaco Resources to predict

all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements

found in Ramaco Resources’ filings with the Securities and Exchange Commission (“SEC”), including its Annual Report

on Form 10-K and Quarterly Reports on Form 10-Q. The risk factors and other factors noted in Ramaco Resources’ SEC filings could

cause its actual results to differ materially from those contained in any forward-looking statement.

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Sep. 18, 2025

Document Type

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Amendment Description

This

Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Ramaco Resources, Inc. (the “Company”)

filed with the Securities and Exchange Commission on September 18, 2025 (the “Original Form 8-K”). The Company is filing

this Amendment to replace Exhibit 99.1 (the “Shareholder Letter”) to the Original Form 8-K with a revised Shareholder Letter

reflecting: (i) the removal of certain tabulations covering development options, margin analysis, cash flow analysis, valuation, and

summary of production metrics, and to make related conforming changes to the Shareholder Letter; (ii) clarification that the study prepared

by the Fluor Corporation titled “Preliminary Economic Assessment” was a conceptual study, and to reference such study as

the “Fluor Study”; and (iii) an explanatory note at the top of the letter explaining the foregoing revisions.

Document Period End Date

Sep. 18, 2025

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

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-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

+ References

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Securities Act

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