0001171486 NATURAL RESOURCE PARTNERS LP false --12-31 FY 2023 71,666 71,666 250,000 250,000 1,000 1,000 1,850 1,850 12,634,642 12,634,642 12,505,996 12,505,996 2 1 5 3 5 17.9 3.25 1.2 34.00 48.0 2 34.00 2 0.1 5.55 5.55 4.73 4.73 5.82 5.82 8.92 8.92 5.03 5.03 5.18 5.18 0.50 3.50 3.0 15 0 0 0.4 3.5 3.5 3.5 5 5 5 2 5 4.3 3.5 false false false false Lease term does not include renewal periods. Other current assets, net includes short-term notes receivables from contracts with customers. The Partnership recorded $0.1 million of aggregates royalty property impairments during the years ended December 31, 2022 and 2021. NRP compared the net book value of its aggregates properties to estimated undiscounted future net cash flows. If the net book value exceeded the undiscounted cash flows, the Partnership recorded an impairment for the excess of the net book value over fair value. A discounted cash flow model was used to estimate the level 3 fair value. Significant inputs used to determine fair value include estimates of future cash flows from aggregates sales and minimum payments, discount rate and useful economic life. Estimated cash flows are the product of a process that began with current realized pricing as of the measurement date and included an adjustment for risk related to the future realization of cash flows. Relates to accrued distribution paid upon the redemption of 15,001 preferred units in September 2023. Special distribution was made to help cover unitholder tax liabilities associated with owning NRP's common units during 2022. Transportation and processing services revenues from contracts with customers as defined under ASC 606 was $12.4 million, $17.9 million and $5.4 million for the year ended December 31, 2023, 2022 and 2021, respectively. The remaining transportation and processing services revenues of $2.5 million, $3.2 million and $3.6 million for the year ended December 31, 2023, 2022 and 2021, respectively, related to other NRP-owned infrastructure leased to and operated by third-party operators accounted for under other guidance. See Note 17. Financing Transaction for more information. The Partnership recorded $0.6 million of impairment expense during the year ended December 31, 2023. The Partnership recorded $4.4 million of impairment expense during the year ended December 31, 2022 primarily related to assets whose undiscounted future net cash flows were less than their net book values. Of this amount, $2.6 million of impairment expense related to an asset with $4.3 million of net book value, resulting in a fair value of $1.7 million at December 31, 2022. The fair value of the impaired asset at December 31, 2022 was calculated using a discount rate of 15%. The Partnership recorded $5.0 million of impairment expense during the year ended December 31, 2021 primarily related to the full impairment of an asset resulting from a lease termination. NRP compared the net book value of its coal properties to estimated undiscounted future net cash flows. If the net book value exceeded the undiscounted future cash flows, the Partnership recorded an impairment for the excess of the net book value over fair value. A discounted cash flow model was used to estimate the level 3 fair value. Significant inputs used to determine fair value include estimates of future cash flows from coal sales and minimum payments, discount rate and useful economic life. Estimated cash flows are the product of a process that began with current realized pricing as of the measurement date and included an adjustment for risk related to the future realization of cash flows. Relates to accrued distribution paid upon the redemption of 35,834 preferred units in May 2023. Net income includes $30.0 million of income attributable to preferred unitholders that accumulated during the period, of which $29.4 million is allocated to the common unitholders and $0.6 million is allocated to the general partner. Other long-term assets, net includes long-term lease amendment fee receivables from contracts with customers. Revenues from Alpha Metallurgical Resources, Inc. and Foresight are included within the Partnership's Mineral Rights segment. The fair value of the Partnership's contract receivable was determined based on the present value of future cash flow projections related to the underlying asset at a discount rate of 15% at December 31, 2023 and 2022. Net income includes $16.7 million of income attributable to preferred unitholders that accumulated during the period, of which $16.4 million is allocated to the common unitholders and $0.3 million is allocated to the general partner. Revenues from Foresight in 2021 were fixed as a result of the lease amendment the Partnership entered into with Foresight pursuant to which Foresight agreed to pay NRP fixed cash payments to satisfy all obligations arising out of the existing various coal mining leases and transportation infrastructure fee agreements between the Partnership and Foresight. Revenues from Foresight in 2022 and 2023 represent traditional royalty and minimum payments. Net income includes $31.6 million of income attributable to preferred unitholders that accumulated during the period, of which $31.0 million is allocated to the common unitholders and $0.6 million is allocated to the general partner. Relates to accrued distribution paid upon the redemption of 47,499 preferred units in February 2023. Amounts reclassified into income out of accumulated other comprehensive loss were $2.3 million and $(3.0) million for the three months ended June 30, 2023 and 2022, respectively, and $(18.3) million and $(4.7) million for the six months ended June 30, 2023 and 2022, respectively. Relates to accrued distribution paid upon the redemption of 45,000 preferred units in June 2023. Relates to accrued distribution paid upon the redemption of 19,321 preferred units paid-in-kind in February 2022. Totals include the amount paid to NRP's general partner in accordance with the general partner's 2% general partner interest. The fair value of the Opco Senior Notes was estimated by management utilizing the present value replacement method incorporating the interest rate of the Opco Credit Facility. The fair value of the Opco Credit Facility approximates the outstanding borrowing amount because the interest rates are variable and reflective of market rates and the terms of the credit facility allow the Partnership to repay this debt at any time without penalty. 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0001171486 NATURAL RESOURCE PARTNERS LP false --12-31 FY 2024 13,138,097 true true true false 71,666 71,666 1,000 13,049,123 13,049,123 12,634,642 12,634,642 2 1 5 3 5 2 2 5.82 5.82 8.92 8.92 5.03 5.03 5.18 5.18 0.50 3.50 3.0 0.6 14.7 15 0 0.6 0.1 3.4 3.5 http://fasb.org/us-gaap/2024#OtherAssetsNoncurrent http://fasb.org/us-gaap/2024#OtherAssetsNoncurrent http://fasb.org/us-gaap/2024#OtherLiabilitiesNoncurrent http://fasb.org/us-gaap/2024#OtherLiabilitiesNoncurrent 0 5 5 5 2 5 21.4 http://fasb.org/us-gaap/2024#OtherAssetsNoncurrent http://fasb.org/us-gaap/2024#OtherAssetsNoncurrent http://fasb.org/us-gaap/2024#OtherLiabilitiesNoncurrent http://fasb.org/us-gaap/2024#OtherLiabilitiesNoncurrent false false false false Accounts payable include override payments owed by NRP from contracts with customers. Relates to accrued distribution paid upon the redemption of 35,834 preferred units in May 2023. Included in interest expense, net was $0.7 million, $0.3 million and $0.3 million of interest income for the years ended December 31, 2024, 2023 and 2022, respectively. Long-term incentive compensation for the year ended December 31, 2024 includes (1) Mineral Rights segment: $1.4 million of equity compensation and $0.4 million of cash compensation; (2) Corporate & Financing segment: $9.1 million of equity compensation and $0.4 of cash compensation Other long-term assets, net includes amounts prepaid by NRP related to override agreements from contracts with customers as well as long-term lease amendment fee receivables from contracts with customers. Net income includes $16.7 million of income attributable to preferred unitholders that accumulated during the period, of which $16.4 million is allocated to the common unitholders and $0.3 million is allocated to the general partner. Relates to accrued distribution paid upon the redemption of 31,666 preferred units in September 2024. The present value of the operating lease liability on the Partnership's Consolidated Balance Sheets was calculated using a 13.5% discount rate on the 30-year lease and a 13.4% discount rate on the 21.4-year lease. These rates represent the Partnership's estimated incremental borrowing rates under its two operating leases. As the Partnership's leases do not provide an implicit rate, the Partnership estimated the incremental borrowing rates at the time the leases were entered into by utilizing the rate of the Partnership's secured debt and adjusting it for factors that reflect the profile of borrowing over the 30-year and 21.4-year expected lease terms, respectively. Relates to accrued distribution paid upon the redemption of 47,499 preferred units in February 2023. Relates to accrued distribution paid upon the redemption of 40,000 preferred units in May 2024 Amounts reclassified into income out of accumulated other comprehensive loss was $6.0 million, $(17.9) million and $(6.8) million for the year ended December 31, 2024, 2023 and 2022, respectively. Totals include the amount paid to NRP's general partner in accordance with the general partner's 2% general partner interest. The fair value of the Opco Senior Notes was estimated by management utilizing the present value replacement method incorporating the interest rate of the Opco Credit Facility. The fair value of the Opco Credit Facility approximates the outstanding borrowing amount because the interest rates are variable and reflective of market rates and the terms of the credit facility allow the Partnership to repay this debt at any time without penalty. Lease term does not include renewal periods. Other current assets, net includes short-term notes receivables from contracts with customers. The fair value of the Partnership's contract receivable was determined based on the present value of future cash flow projections related to the underlying asset at a discount rate of 15% at December 31, 2024 and 2023. Relates to accrued distribution paid upon the redemption of 15,001 preferred units in September 2023. Special distribution was made to help cover unitholder tax liabilities associated with owning NRP common units during 2023. Special distribution was made to help cover unitholder tax liabilities associated with owning NRP's common units during 2022. Other segment items in the Mineral Rights segment primarily include: insurance, legal, overriding royalty expense, processing and transportation expense, information technology, shared facility services, rent and professional fees. Other segment items in the Soda Ash segment primarily include professional fees. Other segment items in the Corporate and Financing segment primarily include: insurance, legal, information technology, shared facility services, rent and professional fees. During 2024, NRP recorded revenues of approximately $13.4 million from a third party related to its creation of California Air Resources Board carbon offset credits from our properties. $11.3 million of this revenue was recorded in the three months ended December 31, 2024. Net income includes $30.0 million of income attributable to preferred unitholders that accumulated during the period, of which $29.4 million is allocated to the common unitholders and $0.6 million is allocated to the general partner. The Partnership recorded $0.1 million and $0.6 million of impairment expense during the year ended December 31, 2024 and 2023, respectively. The Partnership recorded $4.4 million of impairment expense during the year ended December 31, 2022 primarily related to assets whose undiscounted future net cash flows were less than their net book values. Of this amount, $2.6 million of impairment expense related to an asset with $4.3 million of net book value, resulting in a fair value of $1.7 million at December 31, 2022. The fair value of the impaired asset at December 31, 2022 was calculated using a discount rate of 15%. NRP compared the net book value of its mineral rights to estimated undiscounted future net cash flows. If the net book value exceeded the undiscounted future cash flows, the Partnership recorded an impairment for the excess of the net book value over fair value. A discounted cash flow model was used to estimate the level 3 fair value. Significant inputs used to determine fair value include estimates of future cash flows from coal sales and minimum payments, discount rate and useful economic life. Estimated cash flows are the product of a process that began with current realized pricing as of the measurement date and included an adjustment for risk related to the future realization of cash flows. Net income includes $4.2 million of income attributable to preferred unitholders that accumulated during the period, of which $4.2 million is allocated to the common unitholders and $0.1 million is allocated to the general partner. Relates to accrued distribution paid upon the redemption of 19,321 preferred units paid-in-kind in February 2022. Alabama Kanu Holdings, LLC purchased Hatfield Metallurgical Holdings, LLC in August 2024. Relates to accrued distribution paid upon the redemption of 45,000 preferred units in June 2023. Long-term incentive compensation for the year ended December 31, 2023 includes (1) Mineral Rights segment: $1.4 million of equity compensation and $0.6 million of cash compensation; (2) Corporate & Financing segment: $8.4 million of equity compensation and $0.3 million of cash compensation Long-term incentive compensation for the year ended December 31, 2022 includes (1) Mineral Rights segment: $0.8 million of equity compensation and $0.5 million of cash compensation; (2) Corporate & Financing segment: $4.1 million of equity compensation and $0.3 million of cash compensation The remaining lease terms of the Partnership's two operating leases are 24 years and 19.4 years. Relates to accrued distribution paid upon the redemption of 35,000 preferred units in August 2023. 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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024 or

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-31465

NATURAL RESOURCE PARTNERS LP
						(Exact name of registrant as specified in its charter)


Delaware	35-2164875
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1415 Louisiana Street, Suite 3325

Houston, Texas 77002

(Address of principal executive offices)

(Zip Code)

(713) 751-7507

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Units representing limited partner interests		NRP		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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 Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of "accelerated filer", "large accelerated filer", "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐☒ Accelerated Filer ☒☐ Non-accelerated Filer ☐ Smaller Reporting Company ☐ 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared 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 the filing 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 compensation received 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 Rule 12b-2 of the Act) Yes ☐ No ☒

The aggregate market value of the common units held by non-affiliates of the registrant on June 30, ~~2023~~2024, was $~~474~~ 889 million based on a closing price on ~~that~~June ~~date~~28, 2024 of $5289.74 64 per unit as reported on the New York Stock Exchange.

Documents incorporated by reference: None.

Table of Contents

TABLE OF CONTENTS

Cautionary Statement Regarding Forward-Looking Statements		ii
Risk Factors Summary		ii
PART I
Items 1. and 2.	Business and Properties	1
Item 1A.	Risk Factors	1625
Item 1B.	Unresolved Staff Comments	2737
Item 1C.	Cybersecurity	2737
Item 3.	Legal Proceedings	2737
Item 4.	Mine Safety Disclosures	2737
PART II
Item 5.	Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities	2838
Item 6.	[RESERVED]	2838
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2838
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4050
Item 8.	Financial Statements and Supplementary Data	4151
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	7482
Item 9A.	Controls and Procedures	7482
Item 9B.	Other Information	7684
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	7684
PART III
Item 10.	Directors and Executive Officers of the Managing General Partner and Corporate Governance	7785
Item 11.	Executive Compensation	8189
Item 12.	Security Ownership of Certain Beneficial Owners and Management	9699
Item 13.	Certain Relationships and Related Transactions, and Director Independence	98100
Item 14.	Principal Accountant Fees and Services	~~102~~104
PART IV
Item 15.	Exhibits, Financial Statement Schedules	~~104~~106
Signatures		~~108~~110

Table of Contents

CAUTIONARY STATEMENT

REGARDING FORWARD-LOOKING STATEMENTS

Statements included in this Annual Report on Form 10-K may constitute forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are also forward-looking statements. Such forward-looking statements include, among other things, statements regarding: future distributions on our common ~~and preferred~~ units; our business strategy; our liquidity and access to capital and financing sources; our financial strategy; prices of and demand for coal, trona and soda ash, and other natural resources; estimated revenues, expenses and results of operations; projected production levels by our lessees; Sisecam Wyoming LLC’s ("Sisecam Wyoming's") trona mining and soda ash refinery operations; distributions from our soda ash joint venture; the impact of governmental policies, laws and regulations, as well as regulatory and legal proceedings involving us, and of scheduled or potential regulatory or legal changes; and global and U.S. economic conditions.

These forward-looking statements speak only as of the date hereof and are made based upon our current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. You should not put undue reliance on any forward-looking statements. See "Item 1A. Risk Factors" in this Annual Report on Form 10-K for important factors that could cause our actual results of operations or our actual financial condition to differ.

RISK FACTORS SUMMARY

We are subject to a variety of risks and uncertainties, including risks related to our business, risks related to our indebtedness, risks related to our common units and certain general risks, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Risks that we deem material are described under “Risk Factors” in Item 1A of this report. These risks include, but are not limited to, the following:

Risks Related to Our Business

•

Cash distributions are not guaranteed and may fluctuate with our performance and the establishment of financial reserves. In addition, our debt agreements and our partnership agreement place restrictions on our ability to pay, and in some cases raise, the quarterly distribution under certain circumstances.

•	Our leverage and debt service obligations may adversely affect our financial condition, results of operations and business prospects.

•	Global pandemics, including the COVID-19 pandemic, have in the past and may continue to adversely affect our business.
•	Prices for both metallurgical and thermal coal are volatile and depend on a number of factors beyond our control. Declines in prices could have a material adverse effect on our business and results of operations.

•	Global pandemics have in the past and may continue to adversely affect our business.
•	Prices for both metallurgical and thermal coal are volatile and depend on a number of factors beyond our control. Declines in prices could have a material adverse effect on our business and results of operations.

• Changes to trade regulations, including trade restrictions, sanctions, tariffs, or duties, could significantly harm our results of operations. • Prices for soda ash are volatile. Any substantial or extended decline in soda ash prices could have an adverse effect on Sisecam Wyoming’s ability to continue to make distributions to us.

•	We derive a large percentage of our revenues and other income from a small number of coal lessees.

•	Bankruptcies in the coal industry, and/or the idling or closure of mines on our properties could have a material adverse effect on our business and results of operations.

•	Mining operations are subject to operating risks that could result in lower revenues to us.

•

The adoption of climate change legislation and regulations restricting emissions of greenhouse gases and other hazardous air pollutants have resulted in changes in fuel consumption patterns by electric power generators and a corresponding decrease in coal production by our lessees and reduced coal-related revenues.

•

Concerns about the environmental impacts of coal combustion, including perceived impacts on global climate issues, are also resulting in unfavorable lending and investment policies by institutions and insurance companies which could significantly affect our ability to raise capital or maintain current insurance levels.

• Increased attention to climate change, environmental, social and governance ("ESG") matters and conservation measures may adversely impact our business. • In addition to climate change and other Clean Air Act legislation, our businesses are subject to numerous other federal, state and local laws and regulations that may limit production from our properties and our profitability. Thus, any changes in environmental laws and regulations or reinterpretations of enforcement policies, or in presidential administrations, that result in more stringent or costly obligations could adversely affect our performance.

•	If our lessees do not manage their operations well, their production volumes and our royalty revenues could decrease.

•

We have limited approval rights with respect to the management of our Sisecam Wyoming soda ash joint venture, including with respect to cash distributions and capital expenditures. In addition, we are exposed to operating risks that we do not experience in the royalty business through our soda ash joint venture and through our ownership of certain coal transportation assets.

•	Sisecam Wyoming's deca stockpiles will substantially deplete by 2024, and its production rates will decline if Sisecam Wyoming does not make further investments or otherwise execute on one or more initiatives to prevent such decline.
•	Fluctuations in transportation costs and the availability or reliability of transportation could reduce the production of coal, soda ash and other minerals from our properties.

•	Sisecam Wyoming's reserve and resource data are estimates based on assumptions that may be inaccurate and are based on existing economic and operating conditions that may change in the future, which could materially and adversely affect the quantities and value of Sisecam Wyoming's reserves and resources.
•	Fluctuations in transportation costs and the availability or reliability of transportation could reduce the production of coal, soda ash and other minerals from our properties.

•	Our lessees could satisfy obligations to their customers with minerals from properties other than ours, depriving us of the ability to receive amounts in excess of minimum royalty payments.

•	A lessee may incorrectly report royalty revenues, which might not be identified by our lessee audit process or our mine inspection process or, if identified, might be identified in a subsequent period.

Table of Contents

Risks Related to Our Structure

•	Unitholders may not be able to remove our general partner even if they wish to do so.

• ~~The~~We ~~preferred~~may ~~units~~issue ~~are~~additional ~~senior~~common inunits ~~right~~or ofother ~~distributions~~equity ~~and~~securities ~~liquidation~~without ~~and upon conversion, would result in the issuance of additional~~ common ~~units~~unitholder ~~in the future~~approval, which could ~~result~~dilute ina ~~substantial dilution of our common unitholders~~unitholder’s existing ownership interests.

• We may issue additional common units or preferred units without common unitholder approval, which would dilute a unitholder’s existing ownership interests.

•	Our general partner has a limited call right that may require unitholders to sell their units at an undesirable time or price.

•	Cost reimbursements due to our general partner may be substantial and will reduce our cash available for distribution to unitholders.

•	Conflicts of interest could arise among our general partner and us or the unitholders.

•	The control of our general partner may be transferred to a third party without unitholder consent. A change of control may result in defaults under certain of our debt instruments and the triggering of payment obligations under compensation arrangements.

•	Unitholders may not have limited liability if a court finds that unitholder actions constitute control of our business.

Tax Risks to Common Unitholders

•

Our tax treatment depends on our status as a partnership for U.S. federal income tax purposes as well as our not being subject to a material amount of entity-level taxation by individual states. If the Internal Revenue Service ("IRS") were to treat us as a corporation for U.S. federal income tax purposes or we were to become subject to material additional amounts of entity-level taxation for state tax purposes, then our cash available for distribution to unitholders would be substantially reduced.

•	The tax treatment of publicly traded partnerships or an investment in our units could be subject to potential legislative, judicial or administrative changes or differing interpretations, possibly applied on a retroactive basis.

•	Certain U.S. federal income tax preferences currently available with respect to coal exploration and development may be eliminated as a result of future legislation.

•	Our unitholders are required to pay taxes on their share of our taxable income even if they do not receive any cash distributions from us. Our unitholders' share of our portfolio income may be taxable to them even though they receive other losses from our activities.

•

We may engage in transactions to reduce our indebtedness and manage our liquidity that generate taxable income (including income and gain from the sale of properties and cancellation of indebtedness income) allocable to our unitholders, and income tax liabilities arising therefrom may exceed any distributions made with respect to their units.

•	If the IRS contests the U.S. federal income tax positions we take, the market for our units may be adversely impacted and the cost of any IRS contest will reduce our cash available for distribution to our unitholders.

•

If the IRS makes audit adjustments to our income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustments directly from us, in which case our cash available for distribution to our unitholders might be substantially reduced.

•	Tax gain or loss on the disposition of our common units could be more or less than expected.

•	Our unitholders may be subject to limitation on their ability to deduct interest expense incurred by us.

•	Tax-exempt entities face unique tax issues from owning our units that may result in adverse tax consequences to them.

• Non-U.S. unitholders will be subject to U.S. federal income taxes and withholding from their distributions and sale proceeds with respect to their income and gain from owning our units.

•	We will treat each purchaser of our common units as having the same tax benefits without regard to the actual common units purchased. The IRS may challenge this treatment, which could adversely affect the value of the common units.

•	We have adopted certain valuation methodologies in determining a unitholder’s allocations of income, gain, loss and deduction. The IRS may challenge these methodologies or the resulting allocations, and such a challenge could adversely affect the value of our common units.

•

We generally prorate our items of income, gain, loss and deduction between transferors and transferees of our common units each month based upon the ownership of our common units on the first day of each month, instead of on the basis of the date a particular unit is transferred. The IRS may challenge this treatment, which could change the allocation of items of income, gain, loss and deduction among our unitholders.

•

A unitholder whose units are the subject of a securities loan (e.g., a loan to a "short seller" to cover a short sale of units) may be considered as having disposed of those units. If so, such unitholder would no longer be treated for tax purposes as a partner with respect to those units during the period of the loan and may recognize gain or loss from the disposition.

•	As a result of investing in our units, our unitholders are likely subject to state and local taxes and return filing requirements in jurisdictions where we operate or own or acquire property.

General ~~Risks~~Risk Factors

•	Our business is subject to cybersecurity risks.

Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may have an adverse effect on our business, financial condition, results of operations, and cash flows.

Table of Contents

PART I

As used in this Annual Report on Form 10-K, unless the context otherwise requires: "we," "our," "us" and the "Partnership" refer to Natural Resource Partners L.P. and, where the context requires, our subsidiaries. References to "NRP" and "Natural Resource Partners" refer to Natural Resource Partners L.P. only, and not to NRP (Operating) LLC or any of Natural Resource Partners L.P.’s subsidiaries. References to "Opco" refer to NRP (Operating) LLC, a wholly owned subsidiary of NRP, and its subsidiaries. ~~NRP Finance Corporation ("NRP Finance") is a wholly owned subsidiary of NRP and was a co-issuer with NRP on the 9.125% senior notes due 2025 (the "2025 Senior Notes").~~

ITEMS 1. AND 2. BUSINESS AND PROPERTIES

Partnership Structure and Management

We are a publicly traded Delaware limited partnership formed in 2002. We own, manage and lease a diversified portfolio of mineral properties in the United States, including interests in coal and other natural resources and own a non-controlling 49% interest in Sisecam Wyoming LLC ("Sisecam Wyoming"), a trona ore mining and soda ash production business.

Our business is organized into two operating segments:

Mineral Rights—consists of approximately 13 million acres of mineral interests and other subsurface rights across the United States. If combined in a single tract, our ownership would cover roughly 20,000 square miles. Our ownership provides critical inputs for the manufacturing of steel, electricity and basic building materials, as well as opportunities for carbon sequestration and renewable energy. We are working to strategically redefine our business as a key player in the transitional energy economy in the years to come.

Soda Ash—consists of our 49% non-controlling equity interest in Sisecam Wyoming, a trona ore mining and soda ash production business located in the Green River Basin of Wyoming. Sisecam Wyoming mines trona and processes it into soda ash that is sold both domestically and internationally into the glass and chemicals industries.

Our operations are conducted through Opco and our operating assets are owned by our subsidiaries. NRP (GP) LP, our general partner (the "general partner" or "NRP GP"), has sole responsibility for conducting our business and for managing our operations. Because our general partner is a limited partnership, its general partner, GP Natural Resource Partners LLC (the "managing general partner"), conducts its business and operations and the board of directors and officers of GP Natural Resource Partners LLC make decisions on our behalf. Robertson Coal Management LLC ("RCM"), a limited liability company indirectly owned by Corbin J. Robertson, Jr., owns all of the membership interest in GP Natural Resource Partners LLC. ~~Pursuant~~All tomembers the Board Representation and Observation Rights Agreement entered into in 2017 with certain entities controlled by funds affiliated with Blackstone Inc. (collectively referred to as "Blackstone") and affiliates of ~~GoldenTree Asset Management LP (collectively referred to as "GoldenTree"), Blackstone was entitled to appoint one person to~~ the board of directors of GPthe ~~Natural~~managing ~~Resource~~general ~~Partners~~partner ~~LLC~~ (the "Board of Directors"). However, in 2023, we repurchased all of Blackstone's preferred units, which were subsequently retired and no longer remain outstanding, and all rights of Blackstone related thereto ceased as a result. In connection with the repurchase, ~~Blackstone's board designee resigned from the Board of Directors and all members of the Board of Directors~~ are ~~now~~ appointed by RCM.

The senior executives and other officers who manage NRP are employees of Western Pocahontas Properties Limited Partnership or Quintana Minerals Corporation, which are companies controlled by Mr. Robertson, Jr. These officers allocate varying percentages of their time to managing our operations. Neither our general partner, GP Natural Resource Partners LLC, nor any of their affiliates receive any management fee or other compensation in connection with the management of our business, but they are entitled to be reimbursed for all direct and indirect expenses incurred on our behalf.

We have regional offices through which we conduct our operations, the largest of which is located at ~~5260~~175 Irwin Road, Huntington, West Virginia 25705 and the telephone number is (304) 522-5757. Our principal executive office is located at 1415 Louisiana Street, Suite 3325, Houston, Texas 77002 and our telephone number is (713) 751-7507.

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Segment and Geographic Information

The amount of ~~2023~~2024 revenues and other income from our two operating segments is shown below. For additional business segment information, please see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations" and "Item 8. Financial Statements and Supplementary Data—Note 7. Segment Information" in this Annual Report on Form 10-K, which are both incorporated herein by reference.

(In thousands)	Amount		% of Total
Mineral Rights	$	~~296~~249,~~612~~872		8093	%
Soda Ash		7318,~~397~~135		207	%
Total	$	~~370~~268,~~009~~007		100	%

The following map shows the approximate geographic distribution of our ownership footprint:

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Mineral Rights Segment

Mineral Rights

We do not mine, drill or produce minerals. Instead, we lease our acreage to companies engaged in the extraction of minerals in exchange for the payment of royalties and various other fees. The royalties we receive are generally a percentage of the gross revenue received by our lessees. The royalties we receive are typically supported by a floor price and minimum payment obligation that protect us during significant price or demand declines.

The majority of our Mineral Rights segment revenues come from royalties related to the sale of coal from our properties. Our coal is primarily located in the Appalachia Basin, the Illinois Basin and the Northern Powder River Basin in the United States. We lease our coal to experienced mine operators under long-term leases. Approximately two-thirds of our royalty-based leases have initial terms of five to 40 years, with substantially all lessees having the option to extend the lease for additional terms. Leases include the right to renegotiate royalties and minimum payments for the additional terms. We also own and manage coal-related transportation and processing assets in the Illinois Basin that generate additional revenues generally based on throughput or rents. We also own oil and gas, industrial minerals and aggregates that generate a portion of the Mineral Rights segment revenues. Additional Mineral Rights segment revenues come from carbon neutral initiatives such the sale of carbon offset credits from ~~our~~ forestlands, potential sub-surface carbon dioxide sequestration in our pore space and opportunities to generate geothermal energy from our ownership.

Under our standard royalty lease, we grant the operators the right to mine and sell our minerals in exchange for royalty payments based on the greater of a percentage of the ~~sale~~sales price or fixed royalty per ton of minerals mined and sold. Lessees calculate royalty payments due to us and are required to report tons of minerals mined and sold as well as the sales prices of the extracted minerals. Therefore, to a great extent, amounts reported as royalty revenues are based upon the reports of our lessees. We periodically audit this information by examining certain records and internal reports of our lessees and we perform periodic mine inspections to verify that the information that our lessees have submitted to us is accurate. Our audit and inspection processes are designed to identify material variances from lease terms as well as differences between the information reported to us and the actual results from each property.

In addition to their royalty obligations, our lessees are often subject to minimum payments, which reflect amounts we are entitled to receive even if no mining activity occurs during the period. Minimum payments are usually credited against future royalties that are earned as minerals are produced. In certain leases, the lessee is time limited on the period available for recouping minimum payments and such time is unlimited on other leases.

Because we do not operate, our royalty business does not bear ordinary operating costs and has limited direct exposure to environmental, permitting and labor risks. Our lessees, as operators, are subject to environmental laws, permitting requirements and other regulations adopted by various governmental authorities. In addition, the lessees generally bear all labor-related risks, including retiree health care costs, black lung benefits and workers’ compensation costs associated with operating the mines on our coal and aggregates properties. We pay property taxes on our properties, which are largely reimbursed by our lessees pursuant to the terms of the various lease agreements.

The SEC amended the property disclosure requirements for registrants with significant mining activities, effective for the fiscal year 2021, with new rules which we comply with in this Annual Report on Form 10-K. The rules contain exceptions that allow royalty companies, such as NRP, to omit information that they lack access to and cannot obtain without incurring an unreasonable burden or expense. As a royalty company, we do not have access to the information required to prepare the technical reports used to determine reserves under the rules, and we are not able to obtain such information without unreasonable burden or expense. The rules require that reserve estimates be based on and that disclosures include technical reports prepared using extensive mine-specific geological and engineering data, as well as market and cost assumptions that we as a mineral owner do not have, including, but not limited to a) site infrastructure costs; b) processing plant costs; c) detailed analysis of environmental compliance and permitting requirements; d) detailed baseline studies with impact assessment; and e) detailed tailings disposal, reclamation and mitigation plans. Our leases do not require the operators of our material properties to prepare technical report summaries or permit us the access and information sufficient to prepare our own technical report summaries under the rules. As a result, we are relying on the royalty company exceptions and have ceased to report coal and other hard mineral reserves.

In addition to summary information about our overall portfolio of mineral rights, this section provides detailed information about four properties in our Mineral Rights segment. These properties were determined to be material to our business based on historical revenue compared to our Mineral Rights segment considered as a whole. These four properties are: 1) Alpha-CAPP (VA), 2) Oak Grove, 3) Williamson, and 4) Hillsboro. We have also included a description of other significant properties, which have had lower revenues historically than our material properties but are important to our business.

Coal

Metallurgical Coal

Metallurgical (“Met”) coal is used to fuel blast furnaces that forge steel and is the primary driver of our long-term cash flows. Met coal is a high-quality, cleaner coal that generates exceptionally high temperatures when burned and is an essential element in the steel manufacturing process. Metallurgical coal is a finite and declining resource, particularly in industrialized nations. We believe the indispensable role met coal plays in manufacturing steel combined with the increasing scarcity of the resource will provide support for this portion of our business for decades to come. Our metallurgical coal is located in the Northern, Central and Southern Appalachian regions of the United States.

Thermal Coal

Thermal coal, sometimes referred to as steam coal, is used in the production of electricity. The amount of thermal coal produced in the United States has been steadily falling over the last decade as energy providers shift from coal-fired plants to natural gas-fired facilities, and to a lesser extent, alternative energy sources such as geothermal, wind and solar. We believe the long-term secular decline experienced by thermal coal in the United States over the last decade will continue. That fact, combined with the long-term strength of our metallurgical business and the carbon neutral initiatives we discuss below, will result in thermal coal becoming a diminishing contributor to NRP in years to come. The vast majority of our thermal coal sales are located in Illinois and its operations are some of the most cost-efficient mines east of the Mississippi River. The remainder of our thermal coal is located in Montana, the Gulf Coast and Appalachia.

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Coal Production Information

The following tables present the type of coal sales volumes by major coal region for the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022:

For the Year Ended December 31, 2024
	Type of Coal
(Tons in thousands)	Thermal		Metallurgical		Total
Appalachia Basin
Northern		560		471		1,031
Central		1,782		12,355		14,137
Southern		—		2,661		2,661
Total Appalachia Basin		2,342		15,487		17,829
Illinois Basin		5,723		—		5,723
Northern Powder River Basin		2,826		—		2,826
Gulf Coast		1,342		—		1,342
Total		12,233		15,487		27,720

For the Year Ended December 31, 2023
	Type of Coal
(Tons in thousands)	Thermal		Metallurgical		Total
Appalachia Basin
Northern		794		351		1,145
Central		1,418		12,509		13,927
Southern		—		2,670		2,670
Total Appalachia Basin		2,212		15,530		17,742
Illinois Basin		8,119		—		8,119
Northern Powder River Basin		4,589		—		4,589
Gulf Coast		1,477		—		1,477
Total		16,397		15,530		31,927

For the Year Ended December 31, 2022
	Type of Coal
(Tons in thousands)	Thermal		Metallurgical		Total
Appalachia Basin
Northern		1,166		530		1,696
Central		1,186		12,460		13,646
Southern		93		1,691		1,784
Total Appalachia Basin		2,445		14,681		17,126
Illinois Basin		11,135		—		11,135
Northern Powder River Basin		4,288		—		4,288
Gulf Coast		385		—		385
Total		18,253		14,681		32,934

For the Year Ended December 31, 2021
	Type of Coal
(Tons in thousands)	Thermal		Metallurgical		Total
Appalachia Basin
Northern		718		617		1,335
Central		1,140		11,139		12,279
Southern		119		1,452		1,571
Total Appalachia Basin		1,977		13,208		15,185
Illinois Basin		9,388		—		9,388
Northern Powder River Basin		3,151		—		3,151
Gulf Coast		55				55
Total		14,571		13,208		27,779

Major Coal Producing Properties

The following table provides a summary of our significant coal royalty properties for ~~2023~~2024 and is followed by additional information for each property:

Region Property/Lease Name Operator~~(s)~~ Coal Type Appalachia Basin Central Alpha-CAPP (VA) Alpha Metallurgical Resources Inc. Met Central Kepler Alpha Metallurgical Resources Inc. Met Central Marfork Alpha Metallurgical Resources Inc. Met Central Kingston Alpha Metallurgical Resources Inc. Met Central Elk Creek Ramaco Royalty Company, LLC Met ~~Central Coal Mountain ECP Met~~ Southern Oak Grove ~~Hatfield~~Alabama ~~Metallurgical~~Kanu ~~Coal~~ Holdings, LLC Met Illinois Basin Williamson Foresight Energy Resources LLC Thermal Illinois Basin Hillsboro Foresight Energy Resources LLC Thermal Northern Powder River Basin Western Energy ~~Rosebud~~Westmoreland Mining, LLC Thermal

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Appalachia Basin—Central Appalachia

Alpha-CAPP (VA). The Alpha-CAPP (VA) property is located in Wise, Dickenson, Russell and Buchanan Counties, Virginia. Substantially all of the tons sold from this property in ~~2023~~2024 were metallurgical coal. We lease this property to subsidiaries of Alpha Metallurgical Resources Inc. ("Alpha") and previously leased it to subsidiaries of Contura Energy, Inc. The current lease with Alpha expires at the end of 2028 and will automatically renew unless otherwise notified. We receive payments based on the greater of a percentage of the sale price or fixed royalty per ton of coal mined and sold. In addition to the royalty obligations, this lease is subject to minimum payments, which reflect amounts we are entitled to receive even if no mining activity occurs during the period. Minimum payments are credited against future royalties that are earned as minerals are produced and the lessee is time limited on the period available for recouping minimum payments. Production comes from underground room and pillar and surface mines and is trucked to one of two preparation plants. Coal is shipped via the CSX and Norfolk Southern railroads to domestic and export metallurgical customers. The book value of this property was $4644.3 0 million at December 31, ~~2023~~2024.

Below is a map of our Alpha-CAPP (VA) property:

~~Elk Creek~~Kepler. The ~~Elk~~Kepler ~~Creek~~ property is located in ~~Logan and~~ Wyoming ~~Counties~~County, West Virginia. Substantially all of the coal sold from this property in 2024 was metallurgical coal. We lease this property to ~~Ramaco~~a ~~Resources,~~subsidiary ~~Inc~~of Alpha. Metallurgical coal is produced from ~~surface and~~ underground mines and is transported by belt ~~and~~or truck to athe preparation plant on the property. Coal is shipped via the ~~CSX~~Norfolk Southern railroad to ~~both domestic and~~ export metallurgical customers.

~~Coal Mountain~~Marfork. The ~~Coal~~Marfork ~~Mountain~~ property is located in ~~Wyoming~~Boone ~~County~~and Raleigh Counties, West Virginia. Substantially all of the coal sold from this property in 2024 was metallurgical coal. We lease this property to ~~ECP~~a subsidiary of Alpha. Metallurgical coal is produced from aunderground mines ~~multi-seam surface mine~~ and ~~coal is~~ transported by belt or truck to athe preparation plant on the property. Coal is shipped via the ~~Norfolk Southern~~ CSX railroad to both domestic and export metallurgical customers.

~~Kepler~~Kingston. The ~~Kepler~~Kingston property is located in ~~Wyoming~~Fayette ~~County~~and Raleigh Counties, West Virginia. Substantially all of the coal sold from this property in ~~2023~~ 2024 was metallurgical coal. We lease this property to a subsidiary of Alpha. ~~Coal~~Metallurgical coal is produced from ~~underground~~surface and underground mines and transported by belt or truck to ~~the~~nearby preparation ~~plant~~plants, onincluding the ~~property~~Marfork complex. Coal is shipped via the CSX and Norfolk Southern ~~railroad~~railroads to both domestic and export metallurgical customers.

Elk Creek. The Elk Creek property is located in Logan and Wyoming Counties, West Virginia. Substantially all of the coal sold from this property in 2024 was metallurgical coal. We lease this property to Ramaco Resources, Inc. Metallurgical coal is produced from surface and underground mines and is transported by belt and truck to a preparation plant on the property. Coal is shipped via the CSX railroad to both domestic and export metallurgical customers.

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Appalachia Basin—Southern Appalachia

Oak Grove. The Oak Grove property is located in Jefferson County, Alabama. We currently lease this property to a subsidiary of ~~Hatfield~~Alabama ~~Metallurgical~~Kanu ~~Coal~~ Holdings, LLC ("~~Hatfield~~Alabama ~~Metallurgical~~Kanu"). Previous operators of this property were Hatfield Metallurgical Coal Holdings, LLC, Murray Metallurgical Coal Holdings LLC, Mission Coal, LLC, and Seneca Resources, LLC. The current lease with ~~Hatfield~~Alabama ~~Metallurgical~~Kanu expires in ~~2024~~ 2029 and will automatically renew unless otherwise notified. We receive payments based on the greater of a percentage of the sale price or fixed royalty per ton of coal mined and sold. In addition to the royalty obligations, this lease is subject to minimum payments, which reflect amounts we are entitled to receive even if no mining activity occurs during the period. Minimum payments are credited against future royalties that are earned as minerals are produced and the lessee is time limited on the period available for recouping minimum payments. Metallurgical coal production comes from a longwall mine and is transported by beltline to a preparation plant. Metallurgical products are then shipped via railroad and barge to ~~both~~primarily ~~domestic~~export ~~and~~customers ~~export~~but can be shipped to domestic customers. as well. The book value of this property was $3.5 0 million at December 31, ~~2023~~2024.

Below is a map of our Oak Grove property:

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Illinois Basin

Williamson. The Williamson property is located in Franklin and Williamson Counties, Illinois. This property is under leases to Williamson Energy, a subsidiary of Foresight Energy Resources LLC ("Foresight"). The current leases expire in 2026 and 2033 and will automatically renew unless otherwise notified. We receive payments based on the greater of a percentage of the sale price or fixed royalty per ton of coal mined and sold. In addition to the royalty obligations, these leases are subject to minimum payments, which reflect amounts we are entitled to receive even if no mining activity occurs during the period. Minimum payments are credited against future royalties that are earned as minerals are produced and the lessee is time limited on the period available for recouping minimum payments. Thermal coal production comes from a longwall mine. Coal is shipped primarily via the Canadian National railroad to export customers. The book value of this property was $3734.0 4 million at December 31, ~~2023~~2024.

Below is a map of our Williamson property:

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Hillsboro. The Hillsboro property is located in Montgomery and Bond Counties, Illinois. This property is under lease to Hillsboro Energy, a subsidiary of Foresight. The current lease expires in 2033 and will automatically renew unless otherwise notified. We receive payments based on the greater of a percentage of the sale price or fixed royalty per ton of coal mined and sold. In addition to the royalty obligations, this lease is subject to non-recoupable minimum payments, which reflect amounts we are entitled to receive even if no mining activity occurs during the period. Thermal coal production comes from a longwall mine. Coal is shipped by rail via either the Union Pacific, Norfolk Southern or Canadian National railroads, or by barges to domestic ~~utilities~~utility customers. The book value of this property was $~~209~~203.3 9 million at December 31, ~~2023~~2024.

Below is a map of our Hillsboro property:

In addition to these properties, we own loadout and other transportation assets at the Williamson mine and at the Macoupin and Sugar Camp mines, which are also operated by Foresight. See "—Coal Transportation and Processing Assets" below for additional information on these assets.

Production at the Foresight Macoupin mine was temporarily ceased in March 2020 and remains in temporary cessation of production. Foresight is no longer obligated to make royalty, transportation fee, or quarterly minimum payments to us under the Macoupin coal mining lease and transportation agreements. Foresight will instead pay an annual Macoupin fee of $2.0 million to NRP each year through 2026. Foresight also forfeited its right to recoup all previously paid but unrecouped minimum payments with respect to the Macoupin mine. At all times that the Macoupin mine remains in temporary cessation of production, Foresight will take reasonable actions to preserve, protect, and store the equipment, infrastructure, and property located at the mine.

Beginning January 1, 2027, we may at any time elect to cause Foresight to transfer the Macoupin mine and all associated equipment and permits to us for no consideration. If we make this election, we will assume all liabilities associated with the Macoupin mine. Also beginning January 1, 2027, Foresight may at any time elect to offer to sell the Macoupin assets to us for $1.00. If we accept Foresight’s offer, we will assume all liabilities associated with the Macoupin mine. If we do not accept Foresight’s offer, Foresight may proceed to permanently seal the Macoupin mine and conduct all reclamation activities. To the extent the elections described above are not made, Foresight will continue to pay the annual $2.0 million fee to NRP each year that the mine remains in temporary cessation of production. In addition, Foresight may determine at any time to recommence operations at the Macoupin mine, at which time we and Foresight will negotiate in good faith to enter into new coal mining lease and transportation agreements applicable to the Macoupin mine.

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Northern Powder River Basin

Western Energy. The Western Energy property is located in Rosebud and Treasure Counties, Montana. We lease this property to a subsidiary of Rosebud Mining, LLC. Thermal coal is produced by surface dragline mining methods. Coal is transported by either truck or beltline to the Colstrip generation station located at the mine mouth.

Coal Transportation and Processing Assets

We own transportation and processing infrastructure related to certain of our coal properties, including loadout and other transportation assets at Foresight's Williamson mine in the Illinois Basin, for which we collect throughput fees or rents. We lease our Williamson transportation and processing infrastructure to a subsidiary of Foresight and are responsible for operating and maintaining the transportation and processing assets at the Williamson mine that we subcontract to a subsidiary of Foresight. In addition, we own rail loadout and associated infrastructure at the Sugar Camp mine, an Illinois Basin mine also operated by a subsidiary of Foresight. While we own coal at the Williamson mine, we do not own coal at the Sugar Camp mine. The infrastructure at the Sugar Camp mine is leased to a subsidiary of Foresight and we collect minimums and throughput fees. We recorded $1410.9 million in revenue related to our coal transportation and processing assets during the year ended December 31, ~~2023~~2024.

We also own transportation and processing infrastructure, including loadout and other transportation assets at Foresight's Macoupin mine. As previously mentioned, the Macoupin mine was temporarily ceased in March 2020 and Foresight is no longer obligated to make transportation fee payments to us under the transportation agreements.

Oil and Gas / Industrial Minerals / Construction Aggregates

Our oil and gas properties are predominately located in Louisiana and during ~~2023~~2024, we received $78.46 million in oil and gas royalty revenues. Our various industrial mineral and construction aggregates properties are located across the United States and include minerals such as limestone, frac sand, copper, lead and zinc. We lease a portion of these minerals to third parties in exchange for royalty payments. The structure of these leases is similar to our coal leases, and these leases typically require minimum rental payments in addition to royalties. During ~~2023~~2024, we received $2.9 million in aggregates royalty revenues, including overriding royalty revenues.

Carbon Neutral Initiatives

We continue to explore and identify ~~alternative~~ carbon neutral revenue sources across our large portfolio of surface, mineral, and timber assets, including the ~~permanent~~ sequestration of carbon dioxide ("CO2") in our underground ~~and~~pore inspace and standing forests, lithium production, and the generation of electricity using geothermal, solar and wind energy~~, as well as lithium production~~. As with our existing mineral activities, we do not plan to develop or operate carbon sequestration or carbon neutral energy projects ourselves but we plan to lease our acreage to companies that will conduct those operations in exchange for payment of royalties and other fees to us. While the timing and likelihood of additional cash flows being realized from these activities is uncertain, we believe our large ownership footprint throughout the United States provides additional opportunities to create value in this regard and position us as a key beneficiary of the transitional energy economy with minimal capital investment.

We executed our first carbon neutral project in ~~the fourth quarter of~~ 2021 through the sale of 1.1 million carbon offset credits for $13.8 million. The offset credits were issued to us by the California Air Resources Board under its cap-and-trade program and represent 1.1 million metric tons of carbon sequestered in approximately 39,000 acres of our forestland in West Virginia. We have the ability to harvest and sell future timber growth and in 2023, we sold carbon ~~offest~~offset credits related to 2022 growth for $0.6 million.

~~Carbon~~Additionally, ~~Sequestration.~~during We2024 ~~own~~we received approximately 3$13.5 4 million ~~acres~~from of specifically reserved subsurface rights in the southern United States with the potential for permanent sequestration of greenhouse gases. The carbon capture utilization and storage industry (“CCUS”) is in its infancy and the future is highly uncertain, but a ~~few~~third ~~facts~~party ~~are~~related ~~clear. A sequestration project requires acreage possessing unique geologic characteristics, close proximity~~ to ~~sources~~its ofcreation ~~industrial-scale greenhouse gas emissions or direct air capture capability, and the appropriate form~~ of ~~legal~~California ~~title~~Air ~~that~~Resources ~~grants~~Board ~~the acreage owner the right to sequester emissions in the subsurface. While~~ carbon ~~sequestration~~offset ~~rights~~credits ~~and~~from ~~ownership~~our ~~continue to evolve, we believe we own one of the largest inventory of acreage with potential for carbon sequestration activities in the United States~~properties.

InCarbon ~~the~~Sequestration. ~~first~~We ~~quarter~~own ofapproximately ~~2022~~3.5 wemillion ~~executed~~acres ~~our~~of ~~first~~specifically reserved subsurface ~~CO2 sequestration~~rights ~~lease on~~in ~~75,000~~the ~~acres~~southern United States with the potential for permanent sequestration of ~~underground~~greenhouse ~~pore~~gases. ~~space~~The wecarbon ~~own~~capture utilization and storage industry (“CCUS”) is in ~~southwest~~its ~~Alabama~~infancy ~~with~~and the ~~potential~~future tois ~~store~~highly ~~over~~uncertain, ~~300~~but ~~million~~a ~~metric~~few ~~tons~~facts ofare ~~CO2~~clear. InA ~~October~~sequestration ofproject ~~2022~~requires acreage possessing unique geologic characteristics, weclose ~~announced~~proximity ~~our~~to ~~second~~sources ~~subsurface~~of ~~CO2 transaction~~industrial-scale ~~with~~greenhouse gas emissions or direct air capture capability, and the ~~execution~~appropriate form of alegal ~~lease~~title that grants the acreage owner the right to sequester emissions in the subsurface. The demand for ~~approximately~~CCUS ~~65,000~~may ~~acres~~be ofimpacted ~~pore~~by ~~space~~changes wein ~~control near~~the ~~southeast~~regulatory ~~Texas with~~climate, ~~estimated~~including ~~storage~~changes ~~capacity~~in ofenvironmental regulations. Changes in presidential administrations, or at ~~least 500~~a ~~million~~congressional ~~metric~~level ~~tons~~may ofresult ~~CO2~~in periodic increases or decreases in CCUS projects. InWhile ~~total~~carbon sequestration rights and ownership continue to evolve, we ~~have~~believe ~~approximately~~we ~~140,000~~own ~~acres~~one of ~~pore~~the ~~space~~largest ~~under~~inventory ~~lease~~of acreage with potential for carbon sequestration ~~with~~activities ~~estimated CO2 storage~~in ~~capacity~~the ofUnited ~~800 million metric tons~~States.

~~Renewable Energy.~~ In ~~addition,~~the wefirst ~~believe~~quarter ~~portions~~ of ~~our~~2022 ~~asset~~we ~~base~~executed ~~across~~our ~~the~~first ~~United~~subsurface ~~States~~CO2 sequestration ~~possess~~lease on ~~the~~75,000 ~~geologic~~acres ~~characteristics~~of ~~and~~underground ~~geographical~~pore ~~locations~~space ~~necessary~~we ~~for~~own ~~geothermal,~~in ~~solar~~southwest ~~and~~Alabama ~~wind~~with ~~energy development. With regards to geothermal,~~ the ~~technology~~potential to ~~generate~~store ~~safe~~over ~~and~~300 ~~reliable~~million ~~“green”~~metric ~~electricity~~tons ~~using~~of ~~heat~~CO2; ~~found~~however, we ~~deep~~were ~~underground~~notified that isthis ~~advancing~~agreement ~~rapidly.~~would ~~Once~~not ~~limited~~be renewed for toanother ~~the~~lease ~~geologic~~term ~~“hot~~and ~~spots,” new technology~~ has ~~made~~been ~~geothermal~~terminated ~~energy~~as ~~projects~~per the ~~feasible~~lessee's inrights ~~many places previously thought impossible. Our geothermal opportunities are predominately located~~ in the ~~South, Midwest and Northwest parts of the United States~~agreement. In ~~the~~October ~~third quarter~~ of 2022, we ~~executed~~announced our ~~first~~second ~~geothermal~~subsurface ~~lease~~CO2 transaction with the ~~potential~~execution ~~to generate up to 15 megawatts~~ of ~~electricity.~~a ~~With~~lease ~~regards~~for toapproximately ~~wind~~65,000 ~~and~~acres ~~solar~~of ~~energy~~pore ~~opportunities,~~space we ~~are~~control near ~~actively~~southeast ~~engaged~~Texas with inestimated ~~discussions~~storage ~~for~~capacity ~~potential use~~ of ~~our~~at ~~acreage~~least 500 ~~for~~million ~~these~~metric ~~types~~tons of ~~renewable energy developments predominantly in Kentucky and West Virginia~~CO2. ~~In the first quarter of 2023 we executed a new solar lease.~~

Renewable Energy. In addition, we believe portions of our asset base across the United States possess the geologic characteristics and geographical locations necessary for geothermal, solar and wind energy development. With regards to geothermal, the technology to generate safe and reliable “green” electricity using heat found deep underground is advancing rapidly. Once limited to the geologic “hot spots,” new technology has made geothermal energy projects feasible in many places previously thought impossible. Our geothermal opportunities are predominately located in the South, Midwest and Northwest parts of the United States. In the third quarter of 2022 we executed our first geothermal lease with the potential to generate up to 15 megawatts of electricity. With regards to wind and solar energy opportunities, we are actively engaged in discussions for potential use of our acreage for these types of renewable energy developments predominantly in Kentucky and West Virginia.

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Soda Ash Segment

We own a 49% non-controlling equity interest in Sisecam Wyoming. ~~Prior to 2023, Sisecam Resources LP~~ ~~owned 51% interest in~~ Sisecam Wyoming. Sisecam Resources LP was a publicly traded master limited partnership that depended on distributions from Sisecam Wyoming in order to make distributions to its public unitholders. In 2023, Sisecam Resources LP was dissolved and Sisecam Chemicals Wyoming LLC ("SCW LLC") ~~became~~is the direct owner of 51% of Sisecam Wyoming. SCW LLC, our operating partner, controls and operates Sisecam Wyoming. SCW LLC is 100% owned by Sisecam Chemicals Resources LLC ("Sisecam Chemicals,") which is 60100% owned by Sisecam USA Inc. ("Sisecam USA") ~~and 40% owned by Ciner Enterprises Inc~~. ~~("Ciner Enterprises").~~ Sisecam USA is a direct wholly-owned subsidiary of Türkiye Şişe ve Cam Fabrikalari A.Ş, a Turkish Corporation ("Şişecam Parent"), which is an approximately 51%-owned subsidiary of Turkiye Is Bankasi Turkiye Is Bankasi ("Isbank"). Şişecam Parent is a global company operating in soda ash, chromium chemicals, flat glass, auto glass, glassware glass packaging and glass fiber sectors. Şişecam Parent was founded over 88 years ago, is based in Turkey and is one of the largest industrial publicly-listed companies on the Istanbul exchange. With production facilities in several continents and in several countries, Sisecam is one of the largest glass and chemicals producers in the world. ~~Ciner~~ Enterprises is a direct wholly-owned subsidiary of WE Soda Ltd., a U.K. Corporation (“WE Soda”). WE Soda is a direct wholly-owned subsidiary of KEW Soda Ltd., a U.K. corporation (“KEW Soda”), which is a direct wholly owned subsidiary of Akkan Enerji ve Madencilik Anonim Şirketi (“Akkan”). Akkan is directly and wholly owned by Turgay Ciner, the Chairman of the Ciner Group (“Ciner Group”), a Turkish conglomerate of companies engaged in energy and mining (including soda ash mining), media and shipping markets. Sisecam Wyoming mines trona and processes it into soda ash that is sold both domestically and internationally into the glass and chemicals industries. As a minority interest owner in Sisecam Wyoming, we do not operate and are not involved in the day-to-day operation of the trona ore mine or soda ash production plant. We appoint three of the seven members of the Board of Managers of Sisecam Wyoming and have certain limited negative controls relating to the company. We have limited approval rights with respect to Sisecam Wyoming, and our partner controls most business decisions, including decisions with respect to distributions and capital expenditures.

Sisecam Wyoming is one of the largest and lowest cost producers of soda ash in the world, serving a global market from its facility located in the Green River Basin of Wyoming. The Green River Basin geological formation holds the largest, and one of the highest purity, known deposits of trona ore in the world. Trona, a naturally occurring soft mineral, is also known as sodium sesquicarbonate and consists primarily of sodium carbonate, or soda ash, sodium bicarbonate and water. Sisecam Wyoming processes trona ore into soda ash, which is an essential raw material in flat glass, container glass, detergents, chemicals, paper and other consumer and industrial products. The vast majority of the world’s accessible trona is located in the Green River Basin. According to historical production statistics, approximately 30% of global soda ash is produced by processing trona, with the remainder being produced synthetically through chemical processes. The costs associated with procuring the materials needed for synthetic production are greater than the costs associated with mining trona for trona-based production. In addition, trona-based production consumes less energy and produces fewer undesirable by-products than synthetic production.

Sisecam Wyoming’s Green River Basin surface operations consist of leased and licensed subsurface mining areas in Wyoming. The facility is accessible by both road and rail. Sisecam Wyoming uses large continuous mining machines and underground shuttle cars in its mining operations. Its processing assets consist primarily of material sizing units, conveyors, calciners, dissolver circuits, thickener tanks, drum filters, evaporators and rotary dryers.

In trona ore processing, insoluble materials and other impurities are removed by thickening and filtering liquor, a solution consisting of sodium carbonate dissolved in water. Sisecam Wyoming then adds activated carbon to filters to remove organic impurities, which can cause color contamination in the final product. The resulting clear liquid is then crystallized in evaporators, producing sodium carbonate monohydrate. The crystals are then drawn off and passed through a centrifuge to remove excess water. The resulting material is dried in a product dryer to form anhydrous sodium carbonate, or soda ash. The resulting processed soda ash is then stored in on-site storage silos to await shipment by bulk rail or truck to distributors and end customers. The facility is in good working condition and has been in service for more than 60 years.

Deca Rehydration. The evaporation stage of trona ore processing produces a precipitate and natural by-product called deca. "Deca," short for sodium carbonate decahydrate, is one part soda ash and ten parts water. Solar evaporation causes deca to crystallize and precipitate to the bottom of the four main surface ponds at the Green River Basin facility. The deca rehydration process enables Sisecam Wyoming to recover soda ash from the deca-rich purged liquor as a by-product of the refining process. The soda ash contained in deca is captured by allowing the deca crystals to evaporate in the sun and separating the dehydrated crystals from the soda ash. The separated deca crystals are then blended with partially processed trona ore in the dissolving stage of the production process. This process enables Sisecam Wyoming to reduce waste storage needs and convert what is typically a waste product into a usable raw material. Sisecam Wyoming anticipates that its current deca stockpiles will be exhausted by 2024 and that production rates will decline if that production capacity is not replaced.

Shipping and Logistics. For the year ended December 31, 2023, Sisecam Wyoming assisted the majority of its domestic customers in arranging their freight services. All of the soda ash produced is shipped by rail or truck from the Green River Basin facility. For the year ended December 31, 2023, Sisecam Wyoming shipped over 90% of its soda ash to its customers initially via a single rail line owned and controlled by Union Pacific Railroad Company ("Union Pacific"). The Sisecam Wyoming plant receives rail service exclusively from Union Pacific. The agreement with Union Pacific expires on December 31, 2025 and there can be no assurance that it will be renewed on terms favorable to Sisecam Wyoming or at all. If Sisecam Wyoming does not ship at least a significant portion of its soda ash production on the Union Pacific rail line during a twelve-month period, they must pay Union Pacific a shortfall payment under the terms of its transportation agreement. During 2023, Sisecam Wyoming had no shortfall payments and does not expect to make any such payments in the future. A leased fleet of hopper cars serve as dedicated modes of shipment to Sisecam Wyoming's domestic and international customers. For exports, soda ash is shipped on unit trains primarily out of Longview, Washington for bulk shipments. Sisecam Wyoming has contracts securing its export capacity in bulk vessels and containers vessels. From these ports, soda ash is loaded onto ships for delivery to ports all over the world. Sisecam Wyoming ships to customers on Cost and Freight ("CFR") and Cost, Insurance, and Freight ("CIF") basis where they pay for ocean freight and charge the customer directly for these freight costs. Sisecam Wyoming has yearly and multiyear contracts for a portion of its ocean freight with vessel owners and carriers securing capacity and reducing market risk fluctuation.

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~~Customers.~~The ~~Sisecam~~following ~~Wyoming~~map ~~generated~~provides ~~approximately~~an ~~half~~aerial ofoverview ~~its gross revenue from export sales, which consist~~ of ~~both~~the ~~customers~~Green asRiver ~~well~~Basin assurface distributors who serve as its channel partners in certain markets. For customers in North America, Sisecam Chemicals Resources typically enters into contracts on Sisecam Wyoming’s behalf with terms ranging from one to three years. Under these contracts, customers generally agree to purchase either minimum estimated volumes of soda ash or a certain percentage of their soda ash requirements at a fixed price for a given calendar year. Although Sisecam Wyoming does not have “take or pay” arrangements with its customers, substantially all sales are made pursuant to written agreements and not through spot salesoperations:

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The following map shows the known sodium leasing area within the Green River Basin, including the boundaries of Sisecam Wyoming's leased and licensed subsurface mining:

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The Green River Basin geological formation holds one of the largest and purest known deposits of trona ore in the world. Sisecam Wyoming's reserves contain trona deposits having a purity between 80% and 89% by weight, which means that insoluble impurities and water make up approximately 11% to 20% of Sisecam Wyoming's trona.

Sisecam Wyoming's mining leases and license are located in two mining beds, designated by the U.S. Geological Survey as beds 24 and 25, at depths of 850 to 800 feet near their shaft locations, respectively, below the surface. Mining these beds affords Sisecam Wyoming several competitive advantages. First, the depth of Sisecam Wyoming's beds is shallower than other actively mined beds in the Green River Basin, which allows them to use a continuous mining technique to mine trona and roof bolt the ceiling simultaneously. In addition, mining two beds that are on top of one another allows for production efficiencies because Sisecam Wyoming is able to use a single hoisting shaft to service both beds.

The following graphic shows a cross-section of the strategic areas of the Green River Basin where Sisecam Wyoming mines trona:

Shipping and Logistics. For the year ended December 31, 2024, Sisecam Wyoming assisted the majority of its domestic customers in arranging their freight services. All of the soda ash produced is shipped by rail or truck from the Green River Basin facility. For the year ended December 31, 2024, Sisecam Wyoming shipped over 90% of its soda ash to its customers initially via a single rail line owned and controlled by Union Pacific Railroad Company ("Union Pacific"). The Sisecam Wyoming plant receives rail service exclusively from Union Pacific. The agreement with Union Pacific expires on December 31, 2025 and there can be no assurance that it will be renewed on terms favorable to Sisecam Wyoming or at all. If Sisecam Wyoming does not ship at least a significant portion of its soda ash production on the Union Pacific rail line during a twelve-month period, they must pay Union Pacific a shortfall payment under the terms of its transportation agreement. During 2024, Sisecam Wyoming had no shortfall payments and does not expect to make any such payments in the future. A leased fleet of hopper cars serve as dedicated modes of shipment to Sisecam Wyoming's domestic and international customers. For exports, soda ash is shipped on unit trains primarily out of Longview, Washington for bulk shipments. Sisecam Wyoming has contracts securing its export capacity in bulk vessels and containers vessels. From these ports, soda ash is loaded onto ships for delivery to ports all over the world. Sisecam Wyoming ships to customers on Cost and Freight ("CFR") and Cost, Insurance, and Freight ("CIF") basis where they pay for ocean freight and charge the customer directly for these freight costs. Sisecam Wyoming has yearly and multiyear contracts for a portion of its ocean freight with vessel owners and carriers securing capacity and reducing market risk fluctuation.

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Customers. Sisecam Wyoming generated approximately half of its gross revenue from export sales, which consist of both customers as well as distributors who serve as its channel partners in certain markets. For customers in North America, Sisecam Chemicals typically enters into contracts on Sisecam Wyoming’s behalf with terms ranging from one to three years. Under these contracts, customers generally agree to purchase either minimum estimated volumes of soda ash or a certain percentage of their soda ash requirements at a fixed price for a given calendar year. Although Sisecam Wyoming does not have “take or pay” arrangements with its customers, substantially all sales are made pursuant to written agreements and not through spot sales

Sisecam Wyoming’s customers consist primarily of glass manufacturing companies, which account for 50% or more of the consumption of soda ash around the world, and chemical and detergent manufacturing companies.

Sisecam Chemicals has now completed ~~three~~four full years directly managing its international sales, marketing and logistics activities since exiting American Natural Soda Ash Corporation ("ANSAC") at the end of 2020. Sisecam Chemicals took direct control of these activities to improve access to customers and gain control over placement of its sales in the international marketplace. This enhanced view of the global market allows Sisecam Chemicals to better understand supply/demand fundamentals thus allowing better decision making for its business. Sisecam Chemicals continues to optimize its distribution network leveraging strengths of existing distribution partners while expanding as its business requires in certain target areas.

Leases and License. Sisecam Wyoming is party to several mining leases and one license for its subsurface mining rights. Some of the leases are renewable at Sisecam Wyoming’s option upon expiration. Sisecam Wyoming pays royalties to the ~~State~~state of Wyoming, the U.S. Bureau of Land Management, ~~and~~ Sweetwater Royalties LLC, a subsidiary of Sweetwater Trona OpCo LLC and the successor in interest to the license with the Rock Springs Royalty Company LLC, an affiliate of Occidental Petroleum Corporation (formerly an affiliate of Anadarko Petroleum Corporation), and other private paarties which provide for royalties based upon production volume. The royalties are calculated based upon a percentage of the value of soda ash and related products sold at a certain stage in the mining process. These royalty payments may be subject to a minimum domestic production volume from the Green River Basin facility. Sisecam Wyoming is also obligated to pay annual rentals to its lessors and licensor regardless of actual sales. In addition, Sisecam Wyoming pays a production tax to Sweetwater County, and trona severance tax to the State of Wyoming that is calculated based on a formula that utilizes the volume of trona ore mined and the value of the soda ash produced. Sisecam Wyoming has a perpetual right to continue operating under these leases and license as long as it maintains continuous mining operations and intends to continue renewing the leases and license as has been historical practice.

As a minority interest owner in Sisecam Wyoming, we do not operate and are not involved in the day-to-day operation of the trona ore mine or soda ash production plant. Our partner, SCW LLC, manages the mining and plant operations. We appoint three of the seven members of the Board of Managers of Sisecam Wyoming and have certain limited negative controls relating to the company.

Sisecam Wyoming produced 2.5 million, 2.6 million and 2.8 million short tons of soda ash (of which the Partnership's interest is 1.2 million, 1.3 million and 1.4 million short tons of soda ash) during the year ended December 31, 2024, 2023 and 2022, respectively. Sisecam Wyoming sold 2.5 million, 2.7 million and 2.7 million short tons of soda ash (of which the Partnership's interest is 1.2 million, 1.3 million and 1.3 million short tons of soda ash) during the year ended December 31, 2024, 2023 and 2022, respectively. Sisecam Wyoming had net sales of $578.1 million, $773.6 million and $720.1 million (of which the Partnership's interest is $283.3 million, $379.1 million and $352.8 million) during the year ended December 31, 2024, 2023 and 2022, respectively.

Cautionary Note to Investors Regarding Estimates Of Measured, Indicated And Inferred Resources And Proven And Probable Mineral Reserves

We are subject to the reporting requirements of the Exchange Act governed by S-K 1300 that aim to convey an appropriate level of confidence in the disclosures being reported. In our public filings we disclose proven and probable reserves and measured, indicated and inferred resources, each as defined in S-K 1300. The estimation of measured resources and indicated resources involve greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves, and therefore investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into S-K 1300-compliant reserves. The estimation of inferred resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources, and therefore it cannot be assumed that all or any part of inferred resources will ever be upgraded to a higher category. Therefore, investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically.

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Trona Resources and Trona Reserves

Information concerning Sisecam Wyoming's mining property and estimated mineral resources and mineral reserves in this Form 10-K has been prepared in accordance with the requirements of S-K 1300 which requires us to disclose Sisecam Wyoming's mineral resources, in addition to Sisecam Wyoming's mineral reserves, at Sisecam Wyoming's mining property as of the end of our most recently completed fiscal year. The information that follows is derived, for the most part, from, and in some instances is an extract from the technical report summary prepared by Hollberg Professional Group (“HPG”) in compliance with Item 601(b)(96) and S-K 1300 completed on February 27, 2025 (the “2024 TRS”). Portions of the following information are based on assumptions, qualifications and procedures, that are not fully described herein. Reference should be made to the full text of the technical report summary prepared by HPG attached as Exhibit 96.1 and incorporated herein by reference and made a part of this Form 10-K. We have used the term “trona” as in “trona resources” and “trona reserves” interchangeably with “mineral.”

HPG has conducted an independent technical review of the lands held by Sisecam Chemicals referred to as the “Big Island Mine,” which is located in the area commonly referred to as the Known Sodium Lease Area (the “KSLA”) near the town of Green River, Sweetwater County. The KSLA is where trona thickness exceeds 1-meter, extends for over 300 km2, and is greater than 80% grade. The U.S. Geological Survey recognizes 25 trona beds of economic importance (at least 1 meter in thickness and 300 km2 in areal extent) within the Green River Basin. Identified in ascending order, the trona beds are numbered 1 through 25 from the oldest (stratigraphically lowest) to the youngest (stratigraphically highest). Sisecam Wyoming has approximately 23,999 acres of trona under lease made up of approximately 8,094 Federal acres, 2,986 State acres, and 12,919 private acres. Sisecam Chemicals has mineral resources and mineable reserves in the shallowest mechanically mineable Trona beds 24 and 25, at depths of 850 and 800 feet below the surface, respectively, at our mine shaft locations. See also certain maps and graphics of Sisecam Wyoming's property above.

HPG estimated the total of the Big Island Mine’s remaining leased and licensed proven and probable trona reserves as 217.7 million short tons (of which the Partnership’s interest is 106.7 million short tons) as of December 31, 2024, compared to 211.3 million short tons (of which the Partnership’s interest was 103.5 million short tons) as of December 31, 2023 and the total of the measured and indicated in-place trona resources exclusive of reserves as 153.3 million short tons (of which the Partnership’s interest is 75.1 million short tons) as of December 31, 2024, compared to 162.3 million short tons (of which the Partnership's interest was 79.5 million short tons) as of December 31, 2023. As of December 31, 2024, the increase of 6.4 million short tons of the Big Island Mine’s proven and probable trona reserves, or 3.0%, as compared to December 31, 2023 is due to to the net result of reductions from mining activities, additions due to lease acquisition and additions due to geologic model modifications. The cutoff grade of greater than 75% trona and thickness greater than 6 feet is applied to estimate the trona resources based upon successful mining and processing of the lower grade trona beds 19, 20 and 21 which were considered viable mining prospects by Texas Gulf Soda Ash (“TGSA”). The mineral resource inclusive of the mineral reserves is that portion of the ore body that is considered either economically viable for mining and can be converted to reserves or of economic interest but considered outside the current economic limits. This is the material considered of economic interest that has the potential to be converted to reserves. Sisecam Wyoming's trona resources are categorized as “Measured mineral resources,” “Indicated mineral resources,” and “Inferred mineral resources,” which are defined as follows:

•

Measured mineral resources - Mineral resources for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.

•

Indicated mineral resources - Mineral resources for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply the modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve. (The modifying factors are the factors that a qualified person must apply to indicated and measured mineral resources and then evaluate in order to establish the economic viability of mineral reserves. A qualified person must apply and evaluate modifying factors to convert measured and indicated mineral resources to proven and probable mineral reserves. These factors include but are not restricted to mining; processing; metallurgical; infrastructure; economic; marketing; legal; environmental compliance; plans, negotiations, or agreements with local individuals or groups; and governmental factors. The number, type and specific characteristics of the modifying factors applied will necessarily be a function of and depend upon the mineral, mine, property, or project.)

•

Inferred mineral resources - Mineral resources for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project and may not be converted to a mineral reserve.

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The following is a summary of the recoverable trona reserves for beds 24 and 25 as of December 31, 2024:

(in millions of short tons except percentage) ^{(1) (2)}
Reserve Category	Proven mineral reserves			Probable mineral reserves			Total mineral reserves
	Amount	Grade ⁽¹⁾		Amount	Grade ⁽¹⁾		Amount	Grade ⁽¹⁾
Lower Bed 24	69.7	85.9	%	75.2	85.6	%	145.0	85.8	%
Upper Bed 25	39.5	85.6	%	33.3	84.8	%	72.8	85.3	%
Total ^{(3) (4) (5)}	109.2	85.8	%	108.5	85.3	%	217.7	85.6	%

⁽¹⁾	Numbers have been rounded; totals may not sum due to rounding.
⁽²⁾	Based on a 7-foot minimum thickness and an 85% minimum grade cut-off.
⁽³⁾	The point of reference is run-of-mine (ROM) ore delivered to the processing facilities including mining losses and dilution.
⁽⁴⁾	Mineral reserves are current as of December 31, 2024, using the definitions in S-K 1300.
⁽⁵⁾	Mineral reserves are reported on a 100% ownership basis. Sisecam Wyoming is owned 51% by SCW LLC and 49% by NRP.

Sisecam Wyoming's reserves are subject to leases with the State of Wyoming and the U.S. Bureau of Land Management and a license with Sweetwater Royalties LLC.

The following table presents Sisecam Wyoming's estimated proven and probable trona reserves by license and leases as of December 31, 2024:

(in millions of short tons except percentage) ^{(1) (2)}
Reserve Category	Proven mineral reserves			Probable mineral reserves			Total mineral reserves
	Amount	Grade ⁽¹⁾		Amount	Grade ⁽¹⁾		Amount	Grade ⁽¹⁾
License with Sweetwater Royalties LLC	55.7	85.9	%	55.1	85.3	%	110.8	85.6	%
Leases with the U.S. Government	45.6	85.6	%	34.6	85.3	%	80.2	85.4	%
Leases with the State of Wyoming	8.0	86.7	%	18.8	85.9	%	26.8	86.1	%
Total ^{(3) (4) (5)}	109.2	85.8	%	108.5	85.3	%	217.7	85.6	%

⁽¹⁾	Numbers have been rounded; totals may not sum due to rounding.
⁽²⁾	Based on a 7-foot minimum thickness and an 85% minimum grade cut-off.
⁽³⁾	The point of reference is ROM ore delivered to the processing facilities including mining losses and dilution.
⁽⁴⁾	Mineral reserves are current as of December 31, 2024, using the definitions in S-K 1300.
⁽⁵⁾	Mineral reserves are reported on a 100% ownership basis. Sisecam Wyoming is owned 51% by SCW LLC and 49% by NRP.

The following is a summary of the measured, indicated, and inferred mineral resources exclusive of reserves for trona beds 24 and 25 as of December 31, 2024:

(in millions of short tons except percentage and thickness) ^{(1) (2)}
Reserve Category	Measured mineral resources			Indicated mineral resources			Measured + Indicated mineral resources				Inferred mineral resources
	Amount	Grade ⁽¹⁾		Amount	Grade ⁽¹⁾		Amount	Grade⁽¹⁾		Thickness (ft)	Amount	Grade⁽¹⁾
Lower Bed 24	45.4	88.5	%	53.6	86.6	%	99.1	87.5	%	8.6	—	—	%
Upper Bed 25	29.3	84.9	%	25.0	86.2	%	54.3	85.5	%	7.9	—	—	%
Total ^{(3) (4) (5)}	74.7	87.1	%	78.7	86.5	%	153.3	86.8	%	8.3	—	—	%

⁽¹⁾	Numbers have been rounded; totals may not sum due to rounding.
⁽²⁾	Based on a 6-foot minimum thickness and a 75% minimum grade cut-off.
⁽³⁾	The point of reference is in-place inclusive of impurities and insoluble content.
⁽⁴⁾	Mineral reserves are current as of December 31, 2024, using the definitions in S-K 1300.
⁽⁵⁾	Mineral reserves are reported on a 100% ownership basis. Sisecam Wyoming is owned 51% by SCW LLC and 49% by NRP.

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HPG estimated proven and probable reserves of approximately 217.7 million short tons of trona (of which the Partnership’s interest is 106.7 million short tons), which is equivalent to 118.0 million short tons of soda ash as of December 31, 2024 (of which the Partnership’s interest is 57.8 million short tons of soda ash). Based on Sisecam Wyoming's current mining rate of approximately 4.3 million short tons of trona per year, Sisecam Wyoming has enough proven and probable trona reserves to continue mining trona using current methods for approximately 50 years.

The mineral reserve is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted. Sisecam Wyoming's trona reserves are categorized as “Proven mineral reserves” and “Probable mineral reserves,” which are defined as follows:

•	Proven mineral reserves - The economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource.

•	Probable mineral reserves - The economically mineable part of an indicated and, in some cases, a measured mineral resource.

In determining the reserve parameters and assumptions HPG considered the following circumstances:

•	Sisecam Wyoming’s 60-year long history and economics of mining the deposit and producing soda ash;

◦ The 183.3 million short tons (“Mst”) of trona ore produced from these two beds;

•

The projected long life of the mine and resulting likely change in economics, mining, and processing methods over its projected 40 plus-year mine life (considering increased production over the current production rates) used in this technical summary. This 40 plus-year mine life consideration is based on the specific assumptions in this technical summary, including assumptions related to projected timing and estimated cost of two-seam mining, timing of related capital expenditures and sales price projections;

•	Sisecam Wyoming’s current processing facilities’ capabilities and projected future changes to these facilities;

•	The economics associated with Sisecam Wyoming’s current mining equipment and history of “high grading” the thickest portions of the deposit;

•	Sisecam Wyoming’s current mining equipment limitations and required future changes to these systems; and

•	HPG’s knowledge of operating and managing other trona and potash mines.

In determining whether the reserves meet these economic standards, HPG made certain assumptions regarding the remaining life of the Big Island Mine, including, among other things, that:

•	the cost of products sold per short ton will remain consistent with Sisecam Wyoming’s cost of products sold for the five years ended December 31, 2024;
•	the weighted average net sales per short ton FOB plant, $165/ton, based on USGS pricing and historical pricing provided by Sisecam Wyoming;

•	Sisecam Wyoming’s mining costs will remain consistent with the five years ended December 31, 2024, until they begin two-seam mining, at which time mining costs for the two-seam mining tonnage could increase by as much as 30%;

•	Sisecam Wyoming’s processing costs will remain consistent with the five years ended December 31, 2024, and rise in 10-years to account for lower grade material;

•	Sisecam Wyoming will achieve an annual mining rate of approximately 4.3 million short tons of trona in 2025 and beyond;

•	Sisecam Wyoming will process soda ash with a 90% rate of recovery, without accounting for the deca rehydration process;

•	the ore to ash ratio for the stated trona reserves is 1.835:1.0 (short tons of trona run-of-mine to short tons of soda ash);

•	The run-of-mine ore estimate contains dilution from the mining process;

•	Sisecam Wyoming will continue to conduct only conventional mining using the room and pillar method and a non-subsidence mine design;

•	Sisecam Wyoming will, in approximately 10 years, make necessary modifications to the processing facilities to allow localized mining of 75% ore grade in areas where the floor seam or insoluble disruptions have moved up into the mining horizon causing mining to be halted early due to processing facility limitations;
•	Sisecam Wyoming will, in approximately 20 years, make necessary equipment modifications to operate at a seam height of 7-feet, the current mining limit is 9-feet;

•	Sisecam Wyoming has and will continue to have valid leases and license in place with respect to the reserves, and that these leases and license can be renewed for the life of the mine based on their extensive history of renewing leases and license;

•	Sisecam Wyoming has and will continue to have the necessary permits to conduct mining operations with respect to the reserves; and
•	Sisecam Wyoming will maintain the necessary tailings storage capacity to maintain tailings disposal between the mine and surface placement for the life-of-mine.

Sisecam Wyoming's estimates of mineral resources and mineral reserves will change from time to time as a result of mining activities, analysis of new engineering and geologic data, modification of mining plans or mining methods and other factors. For additional information, see "Item 1A. Risk Factors, Risks Related to Our Business” for more information regarding risks surrounding Sisecam Wyoming's reserves.

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Internal Controls Disclosure over Trona Resources and Trona Reserves

Sisecam Wyoming has internal controls over the trona resources and trona reserves estimation processes that result in reasonable and reliable estimates aligned with industry practice and reporting regulations. Annually, qualified persons and other Sisecam Wyoming employees review the estimates of trona resources and trona reserves and the supporting documentation, and based on their review of such information recommend approval to use the trona resources and trona reserves estimates to Sisecam Wyoming senior management. Sisecam Wyoming's controls utilize management systems, including, but not limited to, standardized procedures, workflow processes, supervision and management approval, internal and external reviews and audits, reconciliations, and data security covering record keeping, chain of custody and data storage. Sisecam Wyoming's systems also cover sample preparation and analysis, data verification, trona processing, metallurgical testing, recovery estimation, mine design and sequencing, and trona resource and reserve evaluations, with environmental, social and regulatory considerations.

These controls and other methods help to validate the reasonableness of the estimates. The effectiveness of the controls is reviewed periodically to address changes in conditions and the degree of compliance with policies and procedures. For additional information regarding the risks associated with Sisecam Wyoming's estimates of trona resources and reserves, see "Item 1A. Risk Factors, Risks Related to Our Business—Sisecam Wyoming's reserve and resource data are estimates based on assumptions that may be inaccurate and are based on existing economic and operating conditions that may change in the future, which could materially and adversely affect the quantities and value of Sisecam Wyoming's reserves and resources.”

The technical data underlying the mineral resources and reserves estimates included in this Annual Report on Form 10-K, including the internal controls for determining and reporting such mineral resources and reserves estimates, are maintained by Sisecam Wyoming, and our agreements with Sisecam Wyoming do not give us (i) access to such underlying technical data sufficient to specifically confirm the opinion of the qualified person with respect to such resources and reserves or (ii) the ability to monitor or enforce Sisecam Wyoming's internal controls for determining and reporting such resources and reserves. Sisecam Wyoming has, however, made representations to us and the qualified person that it does not have reason to believe that the underlying technical data is materially misleading, and that Sisecam Wyoming's internal controls were applied to the mineral resource and reserve information contained in the report. We are providing this information because it represents the information that we have in our possession and we do not have a reasonable ground to believe that it is inaccurate, but we caution investors that we have relied on the qualified person and Sisecam Wyoming with respect to the preparation of the mineral resources and reserves estimates included in this report and are not able to independently verify its accuracy. Investors are cautioned to consider such risks when reviewing the mineral resources and reserves estimates included in this report.

Significant Customers

We have a significant concentration of revenues from Alpha, with total revenues of $8667.17 million in ~~2023~~2024 from several different mining operations, including wheelage revenues and coal overriding royalty revenues. We also have a significant concentration of revenues with Foresight and its subsidiaries, with total revenues of $6039.52 million in ~~2023~~2024 from all of their mining operations, including transportation and processing services revenues, coal overriding royalty revenues and wheelage revenues. We also have a significant concentration of revenues with Alabama Kanu with total revenues of $29.5 million in 2024 from one mining operation, including overriding royalty revenues. For additional information on significant customers, refer to "Item 8. Financial Statements and Supplementary Data—Note 14. Major Customers."

Competition

We face competition from land companies, coal producers, international steel companies and private equity firms in purchasing coal and royalty producing properties. Numerous producers in the coal industry make coal marketing intensely competitive. Our lessees compete among themselves and with coal producers in various regions of the United States for domestic sales. Lessees compete with both large and small producers nationwide on the basis of coal price at the mine, coal quality, transportation cost from the mine to the customer and the reliability of supply. Continued demand for our coal and the prices that our lessees obtain are also affected by demand for electricity and steel, as well as government regulations, technological developments and the availability and the cost of generating power from alternative fuel sources, including nuclear, natural gas, wind, solar and hydroelectric power.

Sisecam Wyoming's trona mining and soda ash refinery business faces competition from a number of soda ash producers in the United States, Europe and Asia, some of which have greater market share and greater financial, production and other resources than Sisecam Wyoming does. Some of Sisecam Wyoming’s competitors are diversified global corporations that have many lines of business and some have greater capital resources and may be in a better position to withstand a long-term deterioration in the soda ash market. Other competitors, even if smaller in size, may have greater experience and stronger relationships in their local markets. Competitive pressures could make it more difficult for Sisecam Wyoming to retain its existing customers and attract new customers, and could also intensify the negative impact of factors that decrease demand for soda ash in the markets it serves, such as adverse economic conditions, weather, higher fuel costs and taxes or other governmental or regulatory actions that directly or indirectly increase the cost or limit the use of soda ash.

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Title to Property

We owned substantially all of our coal and aggregates mineral rights in fee as of December 31, ~~2023~~2024. We lease the remainder from unaffiliated third parties. Sisecam Wyoming leases or licenses its trona. We believe that we have satisfactory title to all of our mineral properties, but we have not had a qualified title company confirm this belief. Although title to these properties is subject to encumbrances in certain cases, such as customary easements, rights-of-way, interests generally retained in connection with the acquisition of real property, licenses, prior reservations, leases, liens, restrictions and other encumbrances, we believe that none of these burdens will materially detract from the value of our properties or from our interest in them or will materially interfere with their use in the operation of our business.

For most of our properties, the surface, oil and gas and mineral or coal estates are not owned by the same entities. Some of those entities are our affiliates. State law and regulations in most of the states where we do business require the oil and gas owner to coordinate the location of wells so as to minimize the impact on the intervening coal seams. We do not anticipate that the existence of the severed estates will materially impede development of the minerals on our properties.

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Regulation and Environmental Matters

General

Operations on our properties must be conducted in compliance with all applicable federal, state and local laws and regulations. These laws and regulations include matters involving the discharge of materials into the environment, employee health and safety, mine permits and other licensing requirements, reclamation and restoration of mining properties after mining is completed, management of materials generated by mining operations, surface subsidence from underground mining, water pollution, legislatively mandated benefits for current and retired coal miners, air quality standards, protection of wetlands, plant and wildlife protection, limitations on land use, storage of petroleum products and substances which are regarded as hazardous under applicable laws and management of electrical equipment containing polychlorinated biphenyls ("PCBs"). Because of extensive, comprehensive and often ambiguous regulatory requirements, violations during natural resource extraction operations are not unusual and, notwithstanding compliance efforts, we do not believe violations can be eliminated entirely.

While it is not possible to quantify the costs of compliance with all applicable federal, state and local laws and regulations, those costs have been and are expected to continue to be significant. Our lessees in our coal and aggregates royalty businesses are required to post performance bonds pursuant to federal and state mining laws and regulations for the estimated costs of reclamation and mine closures, including the cost of treating mine water discharge when necessary. In many states our lessees also pay taxes into reclamation funds that states use to achieve reclamation where site specific performance bonds are inadequate to do so. Determinations by federal or state agencies that site specific bonds or state reclamation funds are inadequate could result in increased bonding costs for our lessees or even a cessation of operations if adequate levels of bonding cannot be maintained. We do not accrue for reclamation costs because our lessees are both contractually liable and liable under the permits they hold for all costs relating to their mining operations, including the costs of reclamation and mine closures. Although the lessees typically accrue adequate amounts for these costs, their future operating results would be adversely affected if they later determined these accruals to be insufficient. In recent years, compliance with these laws and regulations has substantially increased the cost of coal mining for all domestic coal producers.

In addition, the electric utility industry, which is the most significant end-user of thermal coal, is subject to extensive regulation regarding the environmental impact of its power generation activities, which has affected and is expected to continue to affect demand for coal mined from our properties. Current and future proposed legislation and regulations could be adopted that will have a significant additional impact on the mining operations of our lessees or their customers’ ability to use coal and may require our lessees or their customers to change operations significantly or incur additional substantial costs that would negatively impact the coal industry.

Many of the statutes discussed below also apply to Sisecam Wyoming’s trona mining and soda ash production operations, and therefore we do not present a separate discussion of statutes related to those activities, except where appropriate.

Air Emissions

The Clean Air Act and corresponding state and local laws and regulations affect all aspects of our business. The Clean Air Act directly impacts our lessees’ coal mining and processing operations by imposing permitting requirements and, in some cases, requirements to install certain emissions control equipment, on sources that emit various hazardous and non-hazardous air pollutants. The Clean Air Act also indirectly affects coal mining operations by extensively regulating the air emissions of coal-fired electric power generating plants. There have been a series of federal rulemakings that are focused on emissions from coal-fired electric generating facilities, including the Cross-State Air Pollution Rule ("CSAPR"), regulating emissions of nitrogen oxide ("NOx") and sulfur dioxide, and the Mercury and Air Toxics Rule ("MATS"), regulating emissions of hazardous air pollutants. In March 2021, the U.S. Environmental Protection Agency ("EPA") revised the CSAPR to require additional emissions reductions of NOx from power plants in twelve states. Further, in April 2022, EPA published a proposed rule to build on the CSAPR by imposing Federal Implementation Plans on over 20 states to implement the National Ambient Air Quality Standards ("NAAQS") for ozone. However, on August 21, 2023, the EPA announced a new review of the ozone NAAQS in combination with its reconsideration of EPA's December 2020 decision to retain the 2015 NAAQS. The EPA’s review remains ongoing and it is ~~expected~~uncertain towhen ~~release~~the EPA will complete its ~~Integrated~~review. ~~Review~~More ~~Plan~~recently, in December 2024, the ~~fall~~EPA issued a rule to revise the secondary NAAQS for sulfur oxides, but retained without revision the secondary standards for oxides of nitrogen and particulate matter. In May 2024, the EPA published a final rule to amend the MATS rule, which further limits the emission of non-mercury hazardous air pollutant metals from existing coal-fired power plants, tightens the emission standard for mercury for existing lignite-fired power plants, and strengthens emissions monitoring and compliance requirements. This final rule was challenged by various states and industry groups in the U.S. Court of Appeals for the D.C. Circuit. Although the lawsuit remains ongoing, the Supreme Court denied the challengers’ request for a stay, so the implementation of the rule will continue as promulgated. Although the impacts of the May 2024 final rule are unknown, the MATS rule program has already forced electric power generators to make capital investments to retrofit power plants and could lead to additional premature retirements of older coal-fired generating units and many electric power generators have already announced retirements due to the uncertainty surrounding the MATS rule. Installation of additional emissions control technologies and other measures required under EPA regulations make it more costly to operate coal-fired power plants and could make coal a less attractive or even effectively prohibited fuel source in the planning, building and operation of power plants in the future. These rules and regulations have resulted in a reduction in coal’s share of power generating capacity, which has negatively impacted our lessees’ ability to sell coal and our coal-related revenues. Further reductions in coal’s share of power generating capacity as a result of compliance with existing or proposed rules and regulations would have a material adverse effect on our coal-related revenues.

The EPA’s regulation of methane under the Clean Air Act may also affect oil and gas production on properties in which we hold oil and gas interests. In December 2023, the EPA issued its methane rules, known as OOOOb and OOOOc, that establish new source and first-time existing source standards of performance for GHG and VOC emissions for crude oil and natural gas well sites, natural gas gathering and boosting compressor stations, natural gas processing plants, and transmission and storage facilities. WeThe final rules are ~~unable~~currently being challenged by 23 states and a coalition of industry groups in the U.S. Circuit Court of Appeals for the D.C. Circuit, although OOOOb is already in effect. However, the new administration might take action to repeal or modify the methane rules though we cannot predict atwhether ~~this~~such action will occur or its timing. To the extent the methane rules are implemented as originally promulgated, compliance with the new rules may affect the amount oil & gas companies owe under the Inflation Reduction Act, which amended the CAA to impose a first-time fee on the ~~impact~~emission of ~~these~~methane ~~requirements~~from onsources ~~any~~required ~~such~~to report their GHG emissions to the EPA. The methane emissions fee applies to excess methane emissions from certain facilities and starts at $900 per metric ton of leaked methane in 2024 and increases to $1,200 in 2025 and $1,500 in 2026 and thereafter. In November 2024, the EPA finalized a rule, applicable to oil and gas facilities that emit more than 25,000 metric tons of CO2 per year, to implement the methane emissions fee provisions of the Inflation Reduction Act. We cannot predict whether, how, or when the new administration might take action to revise or repeal the methane fee rule. Additionally, Congress may take actions to repeal or revise the Inflation Reduction Act, including with respect to the methane emissions fee, which timing or outcome similarly cannot be predicted. To the extent that the methane emissions fee rule is implemented as originally promulgated, oil and gas production on ~~our~~the properties in which we hold oil and gas interests could be adversely affected to the extent the rules and any of their requirements impose increased operating costs on the oil and gas industry.

12 19

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Carbon Dioxide and Greenhouse Gas ("GHG") Emissions

In December 2009, EPA determined that emissions of carbon dioxide, methane, and other GHGs present an endangerment to public health and welfare because emissions of such gases are, according to EPA, contributing to warming of the Earth’s atmosphere and other climatic changes. Based on its findings, EPA began adopting and implementing regulations to restrict emissions of GHGs under various provisions of the Clean Air Act.

In August 2015, EPA published its final Clean Power Plan ("CPP") Rule, a multi-factor plan designed to cut carbon pollution from existing power plants, including coal-fired power plants. The rule required improving the heat rate of existing coal-fired power plants and substituting lower carbon-emission sources like natural gas and renewables in place of coal. As promulgated, the rule would ~~force~~have forced many existing coal-fired power plants to incur substantial costs in order to comply or alternatively result in the closure of some of these plants, likely resulting in a material adverse effect on the demand for coal by electric power generators. ~~The~~Following ~~rule~~a ~~was~~legal ~~being challenged by several states~~challenge, ~~industry participants and other parties in~~ the ~~United~~EPA ~~States~~formally ~~Court~~proposed ~~of Appeals for~~ the ~~District~~Affordable ofClean ~~Columbia~~Energy ~~Circuit. In~~("ACE") ~~February 2016~~Rule, ~~the~~which ~~Supreme~~replaced ~~Court of~~ the ~~United States stayed the~~ CPP Rule. ~~pending~~The aACE ~~decision~~Rule bywent ~~the~~into ~~District~~effect ofon ~~Columbia~~September ~~Circuit~~6, as2019 ~~well~~and aswas ~~any~~also ~~subsequent~~subject ~~review~~to bya ~~the~~legal ~~Supreme Court~~challenge. In ~~April~~January ~~2017~~2021, the ~~United~~D.C. ~~States~~Circuit ~~Court~~issued ofa ~~Appeals~~written ~~for~~opinion holding that the ~~District~~ACE ofRule ~~Columbia~~was ~~Circuit~~based ~~granted~~on EPA’s ~~motion~~“erroneous tolegal ~~hold~~premise” ~~the~~that ~~litigation~~when init ~~abeyance.~~determines Inthe ~~December~~“best ~~2017,~~system ~~EPA~~of ~~issued~~emission areduction” ~~proposed~~for ~~rule~~existing ~~repealing~~sources, the ~~CPP~~Clean ~~Rule~~Air ~~and~~Act ~~issued~~mandates anthat ~~Advance~~EPA ~~Notice~~may ofonly ~~Proposed~~consider ~~Rulemaking~~emission ~~soliciting~~reduction ~~information~~measures ~~regarding~~that acan ~~potential~~be ~~replacement~~applied ~~rule~~at and/or to ~~the~~a ~~CPP~~stationary ~~Rule.~~source In(often ~~August~~referred ~~2018,~~to ~~EPA~~as ~~formally proposed~~ “inside-the-fence” ~~Affordable~~measures). ~~Clean~~The ~~Energy~~Court ~~("ACE")~~vacated ~~Rule~~the rule, ~~which~~essentially ~~would~~reimplementing ~~replace~~ the CPP ~~Rule.~~and ~~The~~leaving ~~ACE~~EPA ~~Rule~~to ~~contemplates~~decide awhether ~~narrower~~to ~~approach~~stick ~~than~~with the CPP ~~Rule,~~or ~~focusing~~to onpursue ~~efficiency~~a ~~improvements~~new atrulemaking. ~~existing~~In ~~power~~June ~~plants~~2022, ~~and eliminating~~ the ~~CPP~~Supreme ~~Rule’s~~Court ~~broader~~issued ~~goals~~a ~~that~~written ~~envisioned~~opinion, ~~switches~~West toVirginia ~~non-fossil~~v. ~~fuel~~EPA, ~~energy~~in ~~sources~~which ~~and~~ the ~~implementation~~Court ofinvalidated ~~efficiency~~the ~~measures~~CPP onbecause ~~demand-side~~EPA ~~entities,~~lacked ~~which~~ the ~~EPA~~authority ~~now~~to ~~considers~~promulgate ~~beyond~~such ~~the~~an ~~reach~~expansive ofrule ~~its authority~~ under the ~~Clean~~“Major ~~Air~~Questions ~~Act~~Doctrine.” ~~The~~Most ~~ACE~~recently, ~~Rule~~in ~~would~~May ~~also~~2024, ~~omit~~the ~~specific~~EPA ~~numerical~~finalized ~~emissions~~a ~~targets~~rule that ~~had~~repeals ~~been established under~~ the ~~CPP Rule. The~~ ACE ~~Rule~~rule ~~went~~and ~~into~~establishes ~~effect~~GHG onstandards ~~September~~and 6,guidelines ~~2019.~~that Asrequire acoal ~~result,~~fired ~~the~~power ~~United~~plants ~~States~~to ~~Court~~(1) ofconvert ~~Appeals~~to ~~for~~natural ~~the~~gas ~~District~~co-firing ofby ~~Columbia~~January ~~Circuit~~1, ~~dismissed~~2030 ~~the~~and ~~pending~~then ~~challenges~~retire toby ~~the~~2039, ~~CPP~~(2) ~~Rule~~install asby ~~moot.~~2032 ~~The~~carbon ~~ACE~~capture ~~Rule~~and ~~was~~sequestration ~~challenged~~technology bycapable ~~public~~of ~~health~~capturing ~~groups,~~90% ~~environmental~~of ~~groups,~~all ~~states,~~CO2 ~~municipalities~~emissions, ~~industry~~or ~~groups,~~(3) ~~and~~cease ~~power~~operations ~~providers~~by 2032. The ~~legal~~May ~~challenges~~2024 ~~were~~rule ~~consolidated~~has asbeen ~~American~~challenged ~~Lung~~in ~~Assoc. v. EPA before~~ the DU.CS. Circuit Court of Appeals, but the U.S. ~~Dozens~~Supreme ofCourt ~~parties~~denied ~~and~~the ~~over~~challengers’ ~~170~~request ~~amici~~to ~~filed~~stay ~~briefs~~implementation onof the ~~merits,~~rule ~~and~~pending ~~oral~~the ~~argument~~outcome ~~was~~of ~~held~~the ~~before~~litigation. aThe ~~three-judge~~EPA ~~panel~~recently infiled ~~October~~a ~~2020.~~motion Into ~~January~~hold ~~2021,~~ the ~~D.C.~~case ~~Circuit~~in ~~issued~~abeyance awhile ~~written~~the ~~opinion~~EPA ~~holding~~reviews ~~that~~ the ~~ACE~~May ~~Rule~~2024 ~~was~~rule. ~~based~~However, onwe ~~EPA’s~~cannot ~~“erroneous~~predict ~~legal~~what ~~premise”~~action ~~that~~the ~~when~~new itadministration ~~determines~~may ~~the~~take ~~“best~~with ~~system~~respect ofto ~~emission~~the ~~reduction”~~May ~~for~~2024 ~~existing~~rule. ~~sources,~~Notwithstanding the ~~Clean~~previous ~~Air~~litigation, ~~Act~~the ~~mandates~~CPP ~~that~~and ~~EPA~~the ~~may~~ACE ~~only~~led ~~consider~~to ~~emission~~premature ~~reduction~~retirements, ~~measures~~and ~~that~~the ~~can~~new berule ~~applied~~could atlead ~~and/or~~ to aadditional ~~stationary~~premature ~~source~~retirements ~~(often~~of ~~referred to as “inside~~coal-~~the-fence”~~fired ~~measures).~~generating ~~The~~units ~~Court~~and ~~vacated~~reduce the ~~rule,~~demand ~~essentially~~for ~~reimplementing~~coal. ~~the~~Congress ~~CPP~~has ~~and~~not ~~leaving~~yet ~~EPA~~adopted tolegislation ~~decide whether~~ to ~~stick~~restrict ~~with~~carbon ~~the~~dioxide ~~CPP~~emissions orfrom toexisting ~~pursue~~power aplants ~~new~~and ~~rulemaking.~~has Innot ~~June~~otherwise ~~2022,~~expanded the ~~Supreme~~legal ~~Court~~authority ~~issued~~of athe ~~written~~EPA ~~opinion,~~following West Virginia v. EPA, inbut ~~which~~we ~~the~~cannot ~~Court~~predict ~~invalidated~~whether ~~the CPP because EPA lacked the authority to promulgate~~ such anlegislation ~~expansive~~will ~~rule~~be ~~under~~passed in the ~~“Major~~future ~~Questions~~or ~~Doctrine.”~~what ~~It is unclear whether~~ the ~~Biden~~potential ~~administration~~impacts ~~will~~of ~~issue~~such alegislation ~~replacement~~would ~~of the CPP~~be.

In October 2015, EPA published its final rule on performance standards for greenhouse gas emissions from new, modified, and reconstructed electric generating units. The final rule requires new steam generating units to use highly efficient supercritical pulverized coal boilers that use partial post-combustion carbon capture and storage technology. ~~The~~Following ~~final~~a ~~emission~~legal ~~standard~~challenge, isthe ~~less stringent than~~ EPA ~~had~~undertook ~~originally proposed due to updated cost assumptions, but could still have~~ a ~~material~~review ~~adverse~~of ~~effect~~the onOctober ~~new~~2015 ~~coal-fired power plants. The final~~ rule ~~has been challenged by several states~~, ~~industry participants~~ and ~~other parties in the United States Court of Appeals for the District of Columbia Circuit~~, ~~but is not subject to a stay. In April 2017, the court granted EPA’s motion to hold the litigation~~ in ~~abeyance while EPA reviews the rule. In~~ December 2018, EPA issued a proposed rule revising the best system of emission reduction (“BSER”) for newly constructed coal-fired electric generating units, among other changes, to replace the 2015 rule. In a status report filed with the Court on January 15, 2021, EPA requested that the case remain in abeyance until after the transition to the Biden administration. On March 17, 2021, in line with President Biden’s Executive Order 13990, EPA asked the D.C. Circuit to vacate and remand the “significant contribution” final rule. On April 5, 2021, the D.C. Circuit vacated and remanded the January 2021 final rule. ~~Although~~In ~~the EPA has not taken further action on the December 2018 proposed rule, on~~ May 232024, ~~2023,~~ the EPA issued a ~~proposed~~final NSPS rule ~~setting proposed new source performance standards~~ for ~~greenhouse~~GHG ~~gas~~ emissions from new, ~~modified,~~ and reconstructed fossil fuel-fired ~~electric~~combustion ~~generating~~turbines, ~~units;~~which ~~emission~~notably, ~~guidelines~~formally ~~for~~withdrew ~~greenhouse~~the ~~gas~~December ~~emissions~~2018 ~~from~~proposed ~~existing~~amendments ~~fossil~~to ~~fuel-fired~~the ~~electric~~NSPS ~~generating~~for ~~units;~~GHG ~~and~~emissions ~~repeal~~from ofcoal-fired EGUs, However, the ~~ACE~~EPA ~~Rule.~~noted ~~The~~it ~~final~~was ~~rule~~still continuing isto ~~expected~~review inthe ~~2024~~October 2015 rule.

Certain authorizations required for certain mining and oil and gas operations may be difficult to obtain or use due to challenges from environmental advocacy groups to the environmental analyses conducted by federal agencies before granting permits. In particular, those approvals necessary for certain coal activities that are subject to the requirements of the National Environmental Policy Act (“NEPA”) are subject to real uncertainty. In April 2022, the Council on Environmental Quality (“CEQ”) issued a final rule, which is considered “Phase I” of the Biden Administration’s two-phased approach to modifying the NEPA, revoking some of the modifications made to the NEPA regulations under the previous administration and reincorporating the consideration of direct, indirect, and cumulative effects of major federal actions, including GHG emissions. In ~~July~~May ~~2023~~2024, the CEQ ~~announced~~finalized athe “Phase 2” ~~Notice of Proposed Rulemaking~~updates, the “Bipartisan Permitting Reform Implementation Rule,” which ~~revises~~revised the implementing regulations of the procedural provisions of NEPA and ~~implements~~implemented the amendments to NEPA included in the June 3, 2023, Fiscal Responsibility Act of 2023. The final rule iswas ~~expected~~challenged inby ~~2024~~various states and the litigation remains ongoing. If ~~any~~More ~~mining~~recently, orin ~~oil~~November ~~and~~2024, ~~gas~~the ~~operations~~U.S. ~~are~~Court ~~subject~~of toAppeals ~~permitting~~for ~~requirements~~the D.C. Circuit held that ~~trigger~~the CEQ lacks authority to issue NEPA, ~~there~~regulations. isAs ~~likely~~a toresult beof ~~some~~this ~~uncertainty~~ruling ~~about~~and the ~~viability~~recent ofchange ~~any~~in ~~approvals~~the ~~that~~U.S. ~~our~~presidential ~~lessees~~administration ~~may~~and ~~obtain~~the following executive orders, there is significant uncertainty with respect to current and future requirements for these analyses.

In November 2014, President Obama also announced an emission reduction agreement with China’s President Xi Jinping. The United States pledged that by 2025 it would cut climate pollution by 26% to 28% from 2005 levels. China pledged it would reach its peak carbon dioxide emissions around 2030 or earlier, and increase its non-fossil fuel share of energy to around 20% by 2030. In December 2015, the United States was one of 196 countries that participated in the Paris Climate Conference, at which the participants agreed to limit their emissions in order to limit global warming to 2°C above pre-industrial levels, with an aspirational goal of 1.5°C. ~~While~~In ~~there~~December is2023, ~~no way to estimate~~ the ~~impact~~United ofArab ~~these~~Emirates ~~climate~~hosted ~~pledges and agreements, including, most recently,~~ the 28th session of the ~~United Nations~~ Conference of the Parties ("COP28") inwhere ~~December~~parties ~~2023,~~signed ~~they~~onto ~~could~~an ~~ultimately~~agreement ~~have~~to antransition ~~adverse~~“away ~~effect~~from onfossil ~~the~~fuels ~~demand~~in ~~for~~energy ~~coal~~systems in a just, ~~both~~orderly ~~nationally~~and equitable manner” and ~~internationally~~increase renewable energy capacity so as to achieve net zero by 2050, ifalthough ~~implemented~~no timeline for doing so was set. InSubsequent ~~2019,~~Conferences ~~President~~have ~~Trump~~sought ~~withdrew~~to ~~from~~build on the Paris ~~Climate~~ Agreement. Onby ~~February~~calling ~~19,~~for ~~2021,~~various ~~the~~to ~~United~~phase ~~States~~out ~~officially~~fossil ~~rejoined~~fuels ~~the~~and ~~Paris~~subsidies ~~Climate~~related ~~Agreement~~to ~~per~~the ~~President~~same, ~~Biden’s~~though ~~order~~none ~~signed~~have ~~January~~been 20legally binding. ~~Additionally,~~ The full impact of these actions is uncertain at ~~COP28~~this time, ~~the~~though ~~parties~~these ~~signed~~international ~~onto~~agreements anhave ~~agreement~~the potential to ~~transition~~result ~~“away~~in increased pressure from financial institutions and other stakeholders to eliminate or reduce fossil ~~fuels~~fuel inuse ~~energy~~and ~~systems~~GHG inemissions arelated ~~just~~to the same. Additionally, ~~orderly~~the ~~and~~new ~~equitable~~administration ~~manner”~~has ~~and~~re-withdrawn ~~increase~~the ~~renewable~~United ~~energy~~States ~~capacity~~from sothe asParis Agreement, and may make changes to ~~achieve~~the ~~net~~United ~~zero~~States’ byparticipation ~~2050,~~in ~~although~~any noof ~~timeline~~these ~~for~~programs, ~~reaching~~though ~~net~~the ~~zero~~nature byand ~~that~~timing ~~date~~of ~~was~~such ~~set~~changes are uncertain.

13 Moreover, many states, regions, and governmental bodies have adopted GHG initiatives and have or are considering the imposition of fees or taxes based on the emission of GHGs by certain facilities, including coal-fired electric generating facilities, either as part of cap and trade, carbon tax, or climate “superfund” laws. For example, in December 2024, New York adopted a law requiring companies that emitted over 1 billion tons of GHG emissions into the atmosphere between 2000 and 2018, with sufficient connections to the state, to pay into a “climate superfund” to support climate-related adaptation and mitigation projects. Other states have announced their intent to increase the use of renewable energy sources, displacing coal and other fossil fuels. Depending on the particular regulatory program that may be enacted, at either the federal or state level, and the outcome of any legal challenges, the demand for coal and oil and gas could be negatively impacted, which would have an adverse effect on our operations. Many states and regions have adopted GHG initiatives and certain governmental bodies have or are considering the imposition of fees or taxes based on the emission of GHG by certain facilities, including coal-fired electric generating facilities. For example, the RGGI calls for the implementation of a cap-and-trade program aimed at reducing carbon dioxide emissions from power plants in participating states. The members of RGGI have established in statutes and/or regulations a carbon dioxide trading program. Similar to RGGI, five western states launched the Western Regional Climate Initiative, although only California, Washington and Quebec are currently active participants. We cannot predict what other regional greenhouse gas reduction initiatives may arise in the future.

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Hazardous Materials and Waste

The Federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA" or the Superfund law) and analogous state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that are considered responsible for having contributed to the release of a “hazardous substance” into the environment. We could become liable under federal and state Superfund and waste management statutes if our lessees are unable to pay environmental cleanup costs relating to hazardous substances. In addition, we may have liability for environmental clean-up costs in connection with Sisecam Wyoming's soda ash businesses.

The Resource Conservation and Recovery Act (“RCRA”) and analogous state laws impose requirements for the generation, transportation, treatment, storage, disposal, and cleanup of hazardous and non-hazardous wastes. Many mining wastes are excluded from the regulatory definition of hazardous wastes, and coal mining operations covered by Surface Mining Control and Reclamation Act (“SMCRA”) permits are by statute exempted from RCRA permitting. Similarly, most wastes associated with the exploration, development, and production of oil & gas are exempt from regulation as hazardous wastes under RCRA, though these wastes typically constitute “solid wastes” that are subject to less stringent non-hazardous waste requirements. However, it is possible that RCRA could be amended or the EPA or state environmental agencies could adopt policies to require such wastes to become subject to more stringent storage, handling, treatment, or disposal requirements, which could impose significant additional costs on the operators of the properties in which we own coal or oil and gas interests. RCRA also allows the EPA to require corrective action at sites where there is a release of hazardous substances. In addition, each state has its own laws regarding the proper management and disposal of waste material. While these laws impose ongoing compliance obligations, such costs are not believed to have a material impact on our operations.

RCRA impacts the coal industry in particular because it regulates the disposal of certain CCB. On April 17, 2015, the EPA finalized regulations under RCRA for the disposal of CCB. Under the finalized regulations, CCB is regulated as “non-hazardous” waste and avoids the stricter, more costly, regulations under RCRA’s “hazardous” waste rules. While the classification of CCB as a hazardous waste would have led to more stringent restrictions and higher costs, this regulation may still increase our lessees’ operating costs and potentially reduce their ability to sell coal. The CCB rule was subject to legal challenge and ultimately remanded to the EPA. On August 28, 2020, the EPA published a final revised rule mandating the closure of unlined impoundments, with deadlines to initiate closure between 2021 and 2028, depending on site-specific circumstances. Certain provisions of the revised CCB rule were vacated by the D.C. Circuit in 2018. Meanwhile, on January 25, 2022, the EPA published determinations for 9 of 57 CCB facilities that sought approval to continue disposal of CCB and non-CCB waste streams until 2023, as opposed to the initial 2021 deadline for unlined impoundments prescribed by the current rule. While the EPA issued one conditional approval, the EPA required the remaining facilities to cease receipt of waste within 135 days of completion of public comment, or around July 2022. And, in January 2023, the EPA issued six proposed determinations to deny facilities’ requests to continue disposal into unlined surface impoundments. The current determinations, future determinations of the same nature, or similar actions in expected future rulemakings could lead to accelerated, abrupt, or unplanned suspension of coal-fired boilers. Most recently, in May 2024, the EPA finalized changes to the CCB regulations for inactive surface impoundments at inactive electric utilities in response to the D.C. Circuit’s 2018 decision. The final rule expands the scope of impoundments subject to regulation and established groundwater monitoring, corrective action, closure, and post closure care requirements for all CCB management units. Although the rule has been challenged by industry groups, the U.S. Supreme Court rejected the challengers’ request to stay the rule so the rule remains effective as promulgated. The combined effect of the CCB rules and the ELG regulations (discussed below) has compelled power generating companies to close existing ash ponds and may force the closure of certain existing coal burning power plants that cannot comply with the new standards. Such retirements may adversely affect the demand for coal.

On November 3, 2015, the EPA published the final rule ELG, revising the regulations for the Steam Electric Power Generating category which became effective on January 4, 2016. The rule sets the first federal limits on the levels of toxic metals in wastewater that can be discharged from power plants, based on technological improvements in the steam electric power industry over the last three decades. The EPA has from time to time updated the applicable ELG regulations and most recently, in May 2024, finalized a new ELG rule applicable to steam electric power generating facilities that sets new discharge limits for flue gas desulfurization wastewater, bottom ash transport water, combustion residual leachate, and legacy wastewaters. Although it is uncertain what actions the new administration may take regarding the 2024 ELG rule, to the extent the 2024 rule, which applies to a major portion of the electric power industry, remains in effect, it may impact the market for products in which we own a mineral interest.

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Water Discharges

Operations conducted on our properties can result in discharges of pollutants into waters. The Clean Water Act and analogous state laws and regulations create two permitting programs for mining operations. The National Pollutant Discharge Elimination System ("NPDES") program under Section 402 of the statute is administered by the states or EPA and regulates the concentrations of pollutants in discharges of waste and storm water from a mine site. The Section 404 program is administered by the Army Corps of Engineers and regulates the placement of overburden and fill material into channels, streams and wetlands that comprise “waters of the United States.” The scope of waters that may fall within the jurisdictional reach of the Clean Water Act is expansive and may include land features not commonly understood to be a stream or wetlands. The Clean Water Act and its regulations prohibit the unpermitted discharge of pollutants into such waters, including those from a spill or leak. Similarly, Section 404 also prohibits discharges of fill material and certain other activities in waters unless authorized by the issued permit. InConsiderable ~~June~~legal ~~2015,~~uncertainty ~~EPA~~exists ~~issued~~surrounding ~~a new rule defining~~ the ~~scope~~standard offor ~~“Waters~~what ofconstitutes ~~the~~jurisdictional ~~United~~waters ~~States”~~and ~~(WOTUS)~~wetlands ~~that are~~ subject to ~~regulation.~~the ~~The~~protections ~~2015~~and ~~WOTUS~~requirements ~~rule~~of ~~was~~the ~~challenged~~CWA. byRulemakings ato ~~number~~establish the extent of ~~states~~such ~~and~~jurisdiction ~~private~~were ~~parties~~finalized in ~~federal~~2015 ~~district~~ and ~~circuit~~2020, ~~courts. In December 2017~~respectively, ~~EPA~~ and ~~the~~both ~~Corps~~rulemakings ~~proposed~~were asubject ~~rule~~ to ~~repeal~~substantial ~~the 2015 WOTUS rule and implement the pre-2015 definition~~litigation. ~~The~~Although ~~repeal of~~ the ~~2015 WOTUS rule took effect in December 2019. In December 2018,~~ EPA and ~~the~~ Corps ~~issued~~of aEngineers ~~proposed~~did ~~rule~~not ~~again~~seek ~~revising~~to ~~the~~vacate ~~definition of “Waters of~~ the ~~United~~2020 ~~States.” The new~~ rule ~~(the~~on ~~Navigable~~an ~~Waters~~interim ~~Protection~~basis, ~~Rule)~~two ~~took~~federal ~~effect~~district courts in ~~June~~Arizona ~~2020.~~and InNew ~~most~~Mexico ofvacated the ~~pending~~2020 ~~legal~~rule ~~challenges~~in todecisions ~~the~~announced ~~2015~~during ~~WOTUS rule,~~ the ~~petitioners~~third ~~filed~~quarter ~~amended~~of ~~complaints to include allegations challenging the 2020 rule~~2021. In January 2023, the EPA and ~~the Army~~ Corps of Engineers published a final revised definition of WOTUS founded upon a pre-2015 definition, ~~and~~ including updates to incorporate existing Supreme Court decisions. ~~Judicial~~Following ~~developments~~legal ~~further~~challenge ~~add~~ to ~~this~~the ~~uncertainty.~~January In2023 ~~October~~rule ~~2022,~~and the Supreme Court’s ~~heard~~decision ~~oral arguments~~ in Sackett v. EPA, ~~regarding~~ the ~~scope~~EPA ~~and~~issued ~~authority~~a ofrevised ~~the~~WOTUS ~~Clean~~rule ~~Water~~in ~~Act~~September ~~and~~2023. ~~the~~Due ~~definition~~to ofthe ~~WOTUS~~injunction ~~and~~ in ~~May~~certain ~~2023~~states, ~~issued~~however, athe ~~ruling~~implementation ~~invalidating certain parts~~ of the ~~January~~September 2023 rule. Acurrently ~~revised~~varies ~~WOTUS~~by ~~rule~~state. ~~was~~The ~~issued~~new inAdministration ~~September~~may ~~2023.~~seek ~~Due~~ to ~~the~~take ~~injunction~~additional inaction ~~certain~~with ~~states,~~respect ~~however,~~to ~~the~~these ~~implementation~~regulations, ofalthough the ~~September~~substance ~~2023~~and ~~rule~~timing ~~currently~~of ~~varies~~such byaction ~~state~~cannot be predicted.

States issue a certificate pursuant to Clean Water Act Section 401 that is required for the Corps of Engineers to issue a Section 404 permit. In October 2021, the U.S. District Court for the Northern District of California vacated a 2020 rule revising the Section 401 certification process. The Supreme Court stayed this vacatur and, in September 2023, the EPA finalized its Clean Water Act Section 401 Water Quality Certification Improvement Rule, effective as of November 27, 2023. The Water Quality Certification Improvement Rule was challenged by various states and a coalition of industry groups and the challenge remains ongoing. While the full extent and impact of these actions is unclear at this time due to the litigation and the new U.S. presidential administration, any disruption in the ability to obtain required permits may result in increased costs and project delays. In connection with its review of permits, EPA has at times sought to reduce the size of fills and to impose limits on specific conductance (conductivity) and sulfate at levels that can be unachievable absent treatment at many mines. Such actions by EPA could make it more difficult or expensive to obtain or comply with such permits, which could, in turn, have an adverse effect on our coal-related revenues.

In addition to government action, private citizens’ groups have continued to be active in bringing lawsuits against operators and landowners. Since 2012, several citizen group lawsuits have been filed against mine operators for allegedly violating conditions in their National Pollutant Discharge Elimination System (“NPDES”) permits requiring compliance with West Virginia’s water quality standards. Some of the lawsuits alleged violations of water quality standards for selenium, whereas others alleged that discharges of conductivity and sulfate were causing violations of West Virginia’s narrative water quality standards, which generally prohibit adverse effects to aquatic life. The citizen suit groups have sought penalties as well as injunctive relief that would limit future discharges of selenium, conductivity or sulfate. The federal district court for the Southern District of West Virginia has ruled in favor of the citizen suit groups in multiple suits alleging violations of the water quality standard for selenium and in two suits alleging violations of water quality standards due to discharges of conductivity (one of which was upheld on appeal by the United States Court of Appeals for the Fourth Circuit in January 2017). Additional rulings requiring operators to reduce their discharges of selenium, conductivity or sulfate could result in large treatment expenses for our lessees. In 2015, the West Virginia Legislature enacted certain changes to West Virginia’s NPDES program to expressly prohibit the direct enforcement of water quality standards against permit holders. EPA approved those changes as a program revision effective in March 2019. This approval may prevent future citizen suits alleging violations of water quality standards.

Since 2013, several citizen group lawsuits have been filed against landowners alleging ongoing discharges of pollutants, including selenium and conductivity, from valley fills located at reclaimed mountaintop removal mining sites in West Virginia. In each case, the mine on the subject property has been closed, the property has been reclaimed, and the state reclamation bond has been released. Any determination that a landowner or lessee has liability for discharges from a previously reclaimed mine site could result in substantial compliance costs or fines and would result in uncertainty as to continuing liability for completed and reclaimed coal mine operations.

Endangered Species Act

The federal Endangered Species Act (“ESA”) and counterpart state legislation protect species threatened with possible extinction. The U.S. Fish and Wildlife Service (“USFWS”) works closely with state regulatory agencies to ensure that species subject to the ESA are protected from potential impacts from mining-related and oil and gas exploration and production activities. In recent years, there has been uncertainty with respect to ESA regulation. For example, in October 2021, the Biden Administration proposed the rollback of new rules promulgated under the first Trump Administration and published an advanced notice of proposed rulemaking to codify a general prohibition on incidental take while establishing a process to regulate or permit exceptions to such a prohibition. InAdditionally, ~~February~~in ~~2023~~June 2022, the USFWS and the National Marine Fisheries Service (“NMFS”) published a ~~proposed~~final rule ~~that~~rescinding ~~revised~~the 2020 regulatory definition of “habitat.” Most recently, in April 2024, the ~~requirements~~USFWS and NMFS finalized three rules that revise regulations for anclassifying ~~incidental~~species ~~take~~and ~~permit~~designating ~~application.~~critical Ahabitat, ~~final~~interagency ~~rule~~cooperation, isand ~~scheduled~~protecting ~~for~~endangered ~~release~~and inthreatened ~~2024~~species. ~~Additionally~~Among other things, inthese ~~June~~rules ~~2022~~reinstate prior language affirming that listing determinations are made “without reference to possible economic or other impacts of such determination,” clarify the ~~USFWS~~standards ~~and~~for delisting species, revise the ~~National~~set ~~Marine~~of ~~Fisheries~~circumstances ~~Service~~for ~~published~~when acritical ~~final~~habitat ~~rule~~may ~~rescinding~~be not prudent, revise the ~~2020~~criteria ~~regulatory~~for ~~definition~~identifying unoccupied critical habitat, and reinstate the general application of the “~~habitat.~~blanket rule” option for protecting newly listed threatened species. We cannot predict what actions the new administration may take with respect to these regulations and the timing with respect to the same. As a result, there is significant uncertainty with respect to ESA regulation at this time. If the USFWS were to designate species indigenous to the areas in which we operate as threatened or endangered or to redesignate a species from threatened to endangered, we or the operators of the properties in which we hold oil and gas or mineral interests could be subject to additional regulatory and permitting requirements, which in turn could increase operating costs or adversely affect our revenues.

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Other Regulations Affecting the Mining Industry

Mine Health and Safety Laws

The operations of our coal lessees and Sisecam Wyoming are subject to stringent health and safety standards that have been imposed by federal legislation since the adoption of the Mine Health and Safety Act of 1969. The Mine Health and Safety Act of 1969 resulted in increased operating costs and reduced productivity. The Mine Safety and Health Act of 1977, which significantly expanded the enforcement of health and safety standards of the Mine Health and Safety Act of 1969, imposes comprehensive health and safety standards on all mining operations. In addition, the Black Lung Acts require payments of benefits by all businesses conducting current mining operations to coal miners with black lung or pneumoconiosis and to some beneficiaries of miners who have died from this disease.

Mining accidents in recent years have received national attention and instigated responses at the state and national level that have resulted in increased scrutiny of current safety practices and procedures at all mining operations, particularly underground mining operations. Since 2006, heightened scrutiny has been applied to the safe operations of both underground and surface mines. This increased level of review has resulted in an increase in the civil penalties that mine operators have been assessed for non-compliance. Operating companies and their supervisory employees have also been subject to criminal convictions. The Mine Safety and Health Administration ("MSHA") has also advised mine operators that it will be more aggressive in placing mines in the Pattern of Violations program, if a mine’s rate of injuries or significant and substantial citations exceed a certain threshold. A mine that is placed in a Pattern of Violations program will receive additional scrutiny from MSHA.

MSHA has also published, and may continue to publish, requests for information on various mining topics that may result in additional rules applicable to our operations and the operations of our lessees. Recent requests include topics such as engineering controls and best practices to lower miners’ exposure to respirable coal mine dust and exposure of underground miners to diesel exhaust. Recent MSHA rulemaking actions include, for example:

●

In April 2024, MSHA adopted a rule on respirable crystalline silica, most commonly found in the mining environment through quartz. The final rule, which took effect on June 17, 2024, amends the existing MSHA standards to lower the permissible exposure limit of respirable crystalline silica, as well as set forth new or revised standards for exposure sampling, corrective actions, medical surveillance for metal and non-metal miners, and respiratory protection requirements.

●

In December 2024, MSHA adopted a rule to revise Testing, Evaluation, and Approval of Electric Motor-Driven Mine Equipment and Accessories within underground mining environments. The final rule, effective January 9, 2025, adopts various voluntary consensus standards to promote innovation in mine safety and health technologies.

●

In December 2023, MSHA published a final rule, which took effect on January 19, 2024, requiring that mine operators and independent contractors operating mobile equipment develop, implement, and periodically update a written safety program for surface mobile equipment (excluding belt conveyors) at surface mines and surface areas of underground mines. The deadline for compliance with the rule was July 17, 2024.

MSHA has also finalized a number of rules related to controlling exposure to coal mine dust, which has resulted in progressively stricter exposure limits imposed by MHSA regulations. These requirements impose a number of dust monitoring obligation and mine ventilation requirements on our coal lessees’ operations. Compliance with these rules can result in increased costs on our lessees’ operations, including, but not limited to, the purchasing of new equipment and the hiring of additional personnel to assist with monitoring, reporting, and recordkeeping obligations. It is uncertain whether any of the above or other various proposed rules or requests for information would have material impacts on our operations, our costs of operation, or the operations of our lessees.

Surface Mining Control and Reclamation Act of 1977

The Surface Mining Control and Reclamation Act of 1977 ("SMCRA") and similar statutes enacted and enforced by the states impose on mine operators the responsibility of reclaiming the land and compensating the landowner for types of damages occurring as a result of mining operations. To ensure compliance with any reclamation obligations, mine operators are required to post performance bonds. Our coal lessees are contractually obligated under the terms of our leases to comply with all federal, state and local laws, including SMCRA. Upon completion of the mining, reclamation generally is completed by seeding with grasses or planting trees for use as pasture or timberland, as specified in the reclamation plan approved by the state regulatory authority. In addition, higher and better uses of the reclaimed property are encouraged.

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Mining Permits and Approvals

Numerous governmental permits or approvals such as those required by SMCRA and the Clean Water Act are required for mining operations. In connection with obtaining these permits and approvals, our lessees may be required to prepare and present to federal, state or local authorities data pertaining to the effect or impact that any proposed production of coal may have upon the environment. The requirements imposed by any of these authorities may be costly and time consuming and may delay commencement or continuation of mining operations.

In order to obtain mining permits and approvals from state regulatory authorities, mine operators, including our lessees, must submit a reclamation plan for reclaiming the mined property upon the completion of mining operations. ~~Our~~The majority of our lessees have obtained or applied for permits to mine a ~~majority~~significant portion of ~~the~~its coal that is currently planned to be mined over the next five years., ~~Our~~and ~~lessees~~continue ~~are~~to ~~also~~be in the planning phase for obtaining permits for the additional coal planned to be mined over the following five years. However, given the imposition of new requirements in the permits in the form of policies and the increased oversight review that has been exercised by EPA, there are no assurances that they will not experience difficulty and delays in obtaining mining permits in the future. In addition, EPA has used its authority to create significant delays in the issuance of new permits and the modification of existing permits, which has led to substantial delays and increased costs for coal operators.

Employees and Labor Relations

As of December 31, ~~2023~~2024, affiliates of our general partner employed 5554 people who directly supported our operations. None of these employees were subject to a collective bargaining agreement.

Human Capital

We believe all individuals are entitled to courtesy, dignity, and respect, and we support a culture of integrity and personal and professional growth. We are strong leaders within our community, and we seek to uphold a positive presence in all areas where we live and work.

Website Access to Partnership Reports

Our internet address is www.nrplp.com. We make available free of charge on or through our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. Information on our website is not a part of this report. In addition, the SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information filed by us.

Corporate Governance Matters

Our Code of Business Conduct and Ethics, our Disclosure Controls and Procedures Policy and our Corporate Governance Guidelines adopted by the Board of Directors, as well as the charter for our Audit Committee and Compensation, Nominating and Governance Committee are available on our website at www.nrplp.com. Copies of our annual report, our Code of Business Conduct and Ethics, our Disclosure Controls and Procedures Policy, our Corporate Governance Guidelines and our committee charters will be made available upon written request to our principal executive office at 1415 Louisiana St., Suite 3325, Houston, Texas 77002.

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ITEM 1A. RISK FACTORS

Risks Related to Our Business

Because distributions on the common units are dependent on the amount of cash we generate, distributions fluctuate based on our performance. The actual amount of cash that is available to be distributed each quarter depends on numerous factors, some of which are beyond our control and the control of the general partner. Cash distributions are dependent primarily on cash flow, and not solely on profitability, which is affected by non-cash items. Therefore, cash distributions might be made during periods when we record losses and might not be made during periods when we record profits. The actual amount of cash we have to distribute each quarter is reduced by payments in respect of debt service and other contractual obligations, ~~including distributions on the preferred units,~~ fixed charges, maintenance capital expenditures, and reserves for future operating or capital needs that the Board of Directors may determine are appropriate. We have significant debt service obligations ~~and obligations to pay cash distributions on our preferred units~~. To the extent our Board of Directors deems appropriate, it may determine to decrease the amount of the quarterly distribution on our common units or suspend or eliminate the distribution on our common units altogether. In addition, because our unitholders are required to pay income taxes on their respective shares of our taxable income, our unitholders may be required to pay taxes in excess of any future distributions we make. Our unitholders' share of our portfolio income may be taxable to them even though they receive other losses from our activities. See "—Tax Risks to Our Unitholders—Our unitholders are required to pay taxes on their share of our income even if they do not receive any cash distributions from us. Our unitholders' share of our portfolio income may be taxable to them even though they receive other losses from our activities."

Our partnership agreement requires our consolidated leverage ratio to be less than 3.25x in order to make quarterly distributions on the common units in an amount in excess of $0.45 per unit.

For more information on restrictions on our ability to make distributions on our common units, see "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" and "Item 8. Financial Statements and Supplementary Data—Note 11. Debt, Net."

Our leverage and debt service obligations may adversely affect our financial condition, results of operations and business prospects.

As of December 31, ~~2023~~2024, we and our subsidiaries had approximately $~~155~~142.53 million of total indebtedness. The terms and conditions governing the indenture for Opco’s revolving credit facility and senior notes:

•	require us to meet certain leverage and interest coverage ratios;

•

require us to dedicate a substantial portion of our cash flow from operations to service our existing debt, thereby reducing the cash available to finance our operations and other business activities and could limit our flexibility in planning for or reacting to changes in our business and the industries in which we operate;

•	increase our vulnerability to economic downturns and adverse developments in our business;

•	limit our ability to access the bank and capital markets to raise capital on favorable terms or to obtain additional financing for working capital, capital expenditures or acquisitions or to refinance existing indebtedness;

•	place restrictions on our ability to obtain additional financing, make investments, lease equipment, sell assets and engage in business combinations;

•	place us at a competitive disadvantage relative to competitors with lower levels of indebtedness in relation to their overall size or less restrictive terms governing their indebtedness;

•	make it more difficult for us to satisfy our obligations under our debt agreements and increase the risk that we may default on our debt obligations; and

•	limit management’s discretion in operating our business.

Our ability to meet our expenses and debt obligations will depend on our future performance, which will be affected by financial, business, economic, regulatory and other factors. We will not be able to control many of these factors, such as economic conditions and governmental regulation. We cannot be certain that our cash flow will be sufficient to allow us to pay the principal and interest on our debt and meet our other obligations~~, including payment of distributions on the preferred units~~. If we do not have sufficient funds, we may be required to refinance all or part of our existing debt, borrow more money, or sell assets or raise equity at unattractive prices, including higher interest rates. We are required to make substantial principal repayments each year in connection with Opco’s senior notes, with approximately $31 14 million due thereunder during ~~2024~~2025. To the extent we borrow to make some of these payments, we may not be able to refinance these amounts on terms acceptable to us, if at all. We may not be able to refinance our debt, sell assets, borrow more money or access the bank and capital markets on terms acceptable to us, if at all. Our ability to comply with the financial and other restrictive covenants in our debt agreements will be affected by the levels of cash flow from our operations and future events and circumstances beyond our control. Failure to comply with these covenants would result in an event of default under our indebtedness, and such an event of default could adversely affect our business, financial condition and results of operations.

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Global pandemics, ~~including the COVID-19 pandemic~~ have in the past and may continue to adversely affect our business.

The COVID-19 pandemic adversely affected the global economy, disrupted global supply chains and created significant volatility in the financial markets. In addition, the pandemic resulted in travel restrictions, business closures and the institution of quarantining and other restrictions on movement in many communities and global trading markets. Coal markets faced substantial challenges prior to the pandemic, and widespread increases in unemployment and decreases in electricity and steel demand further reduced demand and prices for coal in 2020. In addition, demand for and prices of soda ash decreased in 2020, as global manufacturing slowed. Our Board of Directors determined to suspend cash distributions to our common unitholders with respect to the first quarter of 2020 in order to preserve liquidity due to uncertainties created by the pandemic. In addition, Sisecam Wyoming suspended cash distributions to its members in 2020 due to adverse effects of the pandemic on the global and domestic soda ash markets. Both companies have resumed distributions, however there remains a risk that distributions could be suspended in the future due to another global pandemic.

Prices for both metallurgical and thermal coal are volatile and depend on a number of factors beyond our control. Declines in prices could have a material adverse effect on our business and results of operations.

Coal prices continue to be volatile and prices could decline substantially from current levels. Production by some of our lessees may not be economic if prices decline further or remain at current levels. The prices our lessees receive for their coal depend upon factors beyond their or our control, including:

•	the supply of and demand for domestic and foreign coal;

•	domestic and foreign governmental regulations and taxes;

•	changes in fuel consumption patterns of electric power generators;

•	the price and availability of alternative fuels, especially natural gas;

•	global economic conditions, including the strength of the U.S. dollar relative to other currencies;

•	global and domestic demand for steel;

•	tariff rates on imports and trade disputes, particularly involving the United States and China;

•	the availability of, proximity to and capacity of transportation networks and facilities;

• global or national health concerns, including the outbreak of pandemic or contagious disease~~, such as the COVID-19 pandemic~~;

•	weather conditions; and

•	the effect of worldwide energy conservation measures.

Natural gas is the primary fuel that competes with thermal coal for power generation, and renewable energy sources continue to gain market share in power generation. The abundance and ready availability of cheap natural gas, together with increased governmental regulations on the power generation industry has caused a number of utilities to switch from thermal coal to natural gas and/or close coal-powered generation plants. This switching has resulted in a decline in thermal coal prices, and to the extent that natural gas prices remain low, thermal coal prices will also remain low. Reduced international demand for export thermal coal and increased competition from global producers has also put downward pressure on thermal coal prices.

Our lessees produce a significant amount of metallurgical coal that is used for steel production domestically and internationally. Since the amount of steel that is produced is tied to global economic conditions, declines in those conditions could result in the decline of steel, coke and metallurgical coal production. Since metallurgical coal is priced higher than thermal coal, some mines on our properties may only operate profitably if all or a portion of their production is sold as metallurgical coal. If these mines are unable to sell metallurgical coal, they may not be economically viable and may be temporarily idled or closed. Any potential future lessee bankruptcy filings could create additional uncertainty as to the future of operations on our properties and could have a material adverse effect on our business and results of operations.

To the extent our lessees are unable to economically produce coal over the long term, the carrying value of our coal mineral rights could be adversely affected. A long-term asset generally is deemed impaired when the future expected cash flow from its use and disposition is less than its book value. For the year ended December 31, ~~2023~~2024, we recorded impairment charges of approximately $0.61 million related to properties that we believe our current or future lessees are unable to operate profitably. Future impairment analyses could result in additional downward adjustments to the carrying value of our assets.

17 Changes to trade regulations, including trade restrictions, sanctions, tariffs, or duties, could significantly harm our results of operations.

Restrictions on international trade, such as sanctions, tariffs, duties and other governmental controls on imports or exports of goods, could adversely affect our business. In February 2025, the U.S. presidential administration imposed new tariffs on China and China responded with tariffs on select U.S. goods, including coal, which could negatively affect the price of coal. If new legislation or additional trade restrictions are adopted or geopolitical tensions were to increase and reduce the price received by our lessees for coal sales, the amount of royalties that we receive from our lessees would also be reduced which could adversely affect our free cash flow.

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Prices for soda ash are volatile. Any substantial or extended decline in soda ash prices could have an adverse effect on Sisecam Wyoming’s ability to continue to make distributions to its members and on our results of operations.

The market price of soda ash directly affects the profitability of Sisecam Wyoming’s soda ash production operations. If the market price for soda ash declines, Sisecam Wyoming’s sales will decrease. Historically, the global market and, to a lesser extent, the domestic market for soda ash has been volatile, and those markets are likely to remain volatile in the future. The prices Sisecam Wyoming receives for its soda ash depend on numerous factors beyond Sisecam Wyoming’s control, including worldwide and regional economic and political conditions impacting supply and demand. In addition, the impact of the Sisecam Chemicals Resources' exit from ANSAC and Sisecam Wyoming’s transition to the utilization of Sisecam Group’s global distribution network for some of its export operations beginning 2021 could affect prices received for export sales. Glass manufacturers and other industrial customers drive most of the demand for soda ash, and these customers experience significant fluctuations in demand and production costs. Competition from increased use of glass substitutes, such as plastic and recycled glass, has had a negative effect on demand for soda ash. Substantial or extended declines in prices for soda ash could have a material adverse effect on Sisecam Wyoming’s ability to continue to make distributions to its members and on our results of operations.

We derive a large percentage of our revenues and other income from a small number of coal lessees.

Challenges in the coal mining industry have led to significant consolidation activity. We own significant interests in several of Alpha's mining operations, which accounted for approximately 2328% of our total revenues in ~~2023~~2024. We also own significant interests in all of Foresight’s mining operations, which accounted for approximately 16% of our total revenues in ~~2023~~2024. We also own a significant interest in Alabama Kanu's Oak Grove operation, which accounted for approximately 12% of our total revenues in 2024. Certain other lessees have made acquisitions over the past few years resulting in their having an increased interest in our coal. Any interruption in these lessees’ ability to make royalty payments to us could have a disproportionate material adverse effect on our business and results of operations.

Bankruptcies in the coal industry, and/or the idling or closure of mines on our properties could have a material adverse effect on our business and results of operations.

While current coal prices have recovered substantially, the recent coal price environment, together with high operating costs and limited access to capital, has caused a number of coal producers to file for protection under The U.S. Bankruptcy Code and/or idle or close mines that they cannot operate profitably. To the extent our leases are accepted or assigned in a bankruptcy process, pre-petition amounts are required to be cured in full, but we may ultimately make concessions in the financial terms of those leases in order for the reorganized company or new lessor to operate profitably going forward. To the extent our leases are rejected, operations on those leases will cease, and we will be unlikely to recover the full amount of our rejection damages claims. More of our lessees may file for bankruptcy in the future, which will create additional uncertainty as to the future of operations on our properties and could have a material adverse effect on our business and results of operations.

Mining operations are subject to operating risks that could result in lower revenues to us.

Our revenues are largely dependent on the level of production of minerals from our properties, and any interruptions to or increases in costs of the production from our properties may reduce our revenues. The level of production and costs thereof are subject to operating conditions or events beyond our or our lessees’ control including:

•	difficulties or delays in acquiring necessary permits or mining or surface rights;

•	reclamation costs and bonding costs;

•	changes or variations in geologic conditions, such as the thickness of the mineral deposits and the amount of rock embedded in or overlying the mineral deposit;

•	mining and processing equipment failures and unexpected maintenance problems;

•	the availability of equipment or parts and increased costs related thereto;

•	the availability of transportation networks and facilities and interruptions due to transportation delays;

•	adverse weather and natural disasters, such as heavy rains and flooding;

•	labor-related interruptions and trained personnel shortages; and

•	mine safety incidents or accidents, including hazardous conditions, roof falls, fires and explosions.

While our lessees maintain insurance coverage, there is no assurance that insurance will be available or cover the costs of these risks. Many of our lessees are experiencing rising costs related to regulatory compliance, insurance coverage, permitting and reclamation bonding, transportation, and labor. Increased costs result in decreased profitability for our lessees and reduce the competitiveness of coal as a fuel source. In addition, we and our lessees may also incur costs and liabilities resulting from third-party claims for damages to property or injury to persons arising from their operations. The occurrence of any of these events or conditions could have a material adverse effect on our business and results of operations.

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Enactment of laws and passage of regulations regarding emissions from the combustion of coal by the U.S., some of its states or other countries, or other actions to limit such emissions, have resulted in and could continue to result in electricity generators switching from coal to other fuel sources and in coal-fueled power plant closures. Further, regulations regarding new coal-fueled power plants could adversely impact the global demand for coal. The potential financial impact on us of existing and future laws, regulations or other policies will depend upon the degree to which any such laws or regulations force electricity generators to diminish their reliance on coal as a fuel source. The amount of coal consumed for domestic electric power generation is affected primarily by the overall demand for electricity, the price and availability of competing fuels for power plants and environmental and other governmental regulations. We expect that substantially all newly constructed power plants in the United States will be fired by natural gas because of lower construction and compliance costs compared to coal-fired plants and because natural gas is a cleaner burning fuel. The increasingly stringent requirements of rules and regulations promulgated under the federal Clean Air Act have resulted in more electric power generators shifting from coal to natural-gas-fired power plants, or to other alternative energy sources such as solar and wind. These changes have resulted in reduced coal consumption and the production of coal from our properties and are expected to continue to have an adverse effect on our coal-related revenues.

In addition to EPA’s greenhouse gas initiatives, there are several other federal rulemakings that are focused on emissions from coal-fired electric generating facilities, including the Cross-State Air Pollution Rule ("CSAPR") as revised in 2021, regulating emissions of nitrogen oxide and sulfur dioxide, and the Mercury and Air Toxics Rule ("MATS"), regulating emissions of hazardous air pollutants. Installation of additional emissions control technologies and other measures required under these and other EPA regulations have made it more costly to operate many coal-fired power plants and have resulted in and are expected to continue to result in plant closures. Further reductions in coal’s share of power generating capacity as a result of compliance with existing or proposed rules and regulations would have a material adverse effect on our coal-related revenues. For more information on regulation of greenhouse gas and other air pollutant emissions, see "Items 1. and 2. Business and Properties—Regulation and Environmental Matters.”

Global climate issues continue to attract public and scientific attention. Numerous reports have engendered concern about the impacts of human activity, especially fossil fuel combustion, on global climate issues. In addition to government regulation of greenhouse gas and other air pollutant emissions, there have also been efforts in recent years affecting the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities and other groups, promoting the divestment of fossil fuel equities and also pressuring lenders to limit funding to companies engaged in the extraction of fossil fuels, such as coal. One example is the Net Zero Banking Alliance, a group of over 100 banks worldwide representing over 40% of global banking assets who are committed to aligning their investment portfolios with net zero emissions by 2050. Further, in October 2023, the Federal Reserve, Office of the Comptroller of the Currency and the Federal Deposit Insurance Corp. released a finalized set of principles guiding financial institutions with $100 billion or more in assets on the management of physical and transition risks associated with climate change. Although, the future of these principles is uncertain in the new U.S. presidential administration. The impact of such efforts may adversely affect our ability to raise capital. In addition, a number of insurance companies have taken action to limit coverage for companies in the coal industry, which could result in significant increases in our costs of insurance or in our inability to maintain insurance coverage at current levels.

Increased attention to climate change, environmental, social and governance ("ESG") matters and conservation measures may adversely impact our business.

Increasing attention to climate change, societal expectations on companies to address climate change, and investor and societal expectations regarding ESG matters and disclosures, may result in increased costs, reduced profits, increased investigations and litigation, and negative impacts on our access to capital. ~~The~~ ~~SEC has also announced that it is scrutinizing existing climate-change related disclosures in public filings, increasing the potential for enforcement.~~ Any laws or regulations imposing more stringent requirements on our business related to the disclosure of climate related risks may increase compliance costs, and result in potential restrictions on access to capital to the extent we do not meet any climate-related expectations or requirements of financial institutions. ~~The~~Additionally, ~~possible~~the ~~promulgation~~SEC ~~later~~released ~~this~~its ~~year~~final byrule on climate-related disclosures on March 6, 2024, requiring the ~~SEC~~disclosure of ~~additional~~certain ~~reporting~~climate-related risks and financial impacts, as well as greenhouse gas emissions. Under the rule, large accelerated filers would be required to incorporate the applicable climate-related disclosures into their filings beginning in fiscal year 2025, with additional requirements relating to the disclosure of Scope 1 and 2 greenhouse gas emissions, if material, and attestation reports for ~~registrants~~certain ~~regarding~~large accelerated filers subsequently phasing in. However, the future of the SEC climate ~~risks~~rule is uncertain at this time given that its implementation has been stayed pending the outcome of legal challenges; moreover, ~~targets~~it ~~and~~is ~~metrics~~uncertain whether the Commission may ~~add~~seek to change or revoke the ~~cost~~rule though we cannot predict whether such action will occur or its timing. As a result, the ultimate impact of ~~preparing~~the ~~filings~~SEC rule, or any similar climate-related disclosure requirements imposed in the future, on our business is uncertain and ~~could~~may result in ~~additional~~increased ~~disclosures~~compliance ~~that~~costs ~~may~~and ~~further~~increased ~~restrict~~costs ~~our~~of and restrictions on access to capital.

Organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters, and many of these ratings processes are inconsistent with each other. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings and recent activism directed at shifting funding away from companies with energy-related assets could lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other industries, which could have a negative impact on our stock price and our access to and costs of capital. Furthermore, if our competitors’ ESG performance is perceived to be greater than ours, potential or current investors may elect to invest in our competitors instead.

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In addition to climate change and other Clean Air Act legislation, our businesses are subject to numerous other federal, state and local laws and regulations that may limit production from our properties and our profitability. Thus, any changes in environmental laws and regulations or reinterpretations of enforcement policies, or in presidential administrations, that result in more stringent or costly obligations could adversely affect our performance.

The operations of our lessees and Sisecam Wyoming are subject to stringent health and safety standards under increasingly strict federal, state and local environmental, health and safety laws, including mine safety regulations and governmental enforcement policies. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of cleanup and site restoration costs and liens, the issuance of injunctions to limit or cease operations, the suspension or revocation of permits and other enforcement measures that could have the effect of limiting production from our properties.

New environmental legislation, new regulations and new interpretations of existing environmental laws, including regulations governing permitting requirements, or changes in presidential administrations, could further regulate or tax mining industries and may also require significant changes to operations, the incurrence of increased costs or the requirement to obtain new or different permits, any of which could decrease our revenues and have a material adverse effect on our financial condition or results of operations. Under SMCRA, our coal lessees have substantial reclamation obligations on properties where mining operations have been completed and are required to post performance bonds for their reclamation obligations. To the extent an operator is unable to satisfy its reclamation obligations or the performance bonds posted are not sufficient to cover those obligations, regulatory authorities or citizens groups could attempt to shift reclamation liability onto the ultimate landowner, which if successful, could have a material adverse effect on our financial condition.

In addition to governmental regulation, private citizens’ groups have continued to be active in bringing lawsuits against coal mine operators and land owners that allege violations of water quality standards resulting from ongoing discharges of pollutants from reclaimed mining operations, including selenium and conductivity. Any determination that a landowner or lessee has liability for discharges from a previously reclaimed mine site would result in uncertainty as to continuing liability for completed and reclaimed coal mine operations and could result in substantial compliance costs or fines. For more information on regulation of greenhouse gas and other air pollutant emissions, see "Items 1. and 2. Business and Properties—Regulation and Environmental Matters.”

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If our lessees do not manage their operations well, their production volumes and our royalty revenues could decrease.

We depend on our lessees to effectively manage their operations on our properties. Our lessees make their own business decisions with respect to their operations within the constraints of their leases, including decisions relating to:

•	the payment of minimum royalties;

•	marketing of the minerals mined;

•	mine plans, including the amount to be mined and the method and timing of mining activities;

•	processing and blending minerals;

•	expansion plans and capital expenditures;

•	credit risk of their customers;

•	permitting;

•	insurance and surety bonding;

•	acquisition of surface rights and other mineral estates;

•	employee wages;

•	transportation arrangements;

•	compliance with applicable laws, including environmental laws; and

•	mine closure and reclamation.

A failure on the part of one of our lessees to make royalty payments, including minimum royalty payments, could give us the right to terminate the lease, repossess the property and enforce payment obligations under the lease. If we repossessed any of our properties, we would seek a replacement lessee. We might not be able to find a replacement lessee and, if we did, we might not be able to enter into a new lease on favorable terms within a reasonable period of time. In addition, the existing lessee could be subject to bankruptcy proceedings that could further delay the execution of a new lease or the assignment of the existing lease to another operator. If we enter into a new lease, the replacement operator might not achieve the same levels of production or sell minerals at the same price as the lessee it replaced. In addition, it may be difficult for us to secure new or replacement lessees.

We do not have control over the operations of Sisecam Wyoming. We have limited approval rights with respect to Sisecam Wyoming, and our partner controls most business decisions, including decisions with respect to distributions and capital expenditures. During 2020, Sisecam Wyoming suspended cash distributions to its members due to adverse developments in the soda ash market resulting from the COVID-19 pandemic. Distributions resumed in 2021 but no assurance can be made that additional suspensions will not occur in the future. ~~In December 2021, the parent of the 51% owner of~~ Sisecam ~~Wyoming sold 60% of its interest to Sisecam~~ Chemicals USA Inc., a wholly owned subsidiary of Türkiye Şişe ve Cam Fabrikalari A.Ş~~. As a result of the transaction~~, weappoints ~~will~~four ~~continue to appoint three~~ of the seven Board of Managers of Sisecam Wyoming, ~~Sisecam~~and ~~USA~~we ~~will~~ appoint three ~~and Ciner Enterprises Inc~~. ~~will appoint one.~~ Any changes to the distribution policy or the capital expenditure plans approved by the ~~newly constituted~~ Board of Managers could adversely affect the future cash flows to NRP and the financial condition and results of operations of Sisecam Wyoming.

In addition, we are ultimately responsible for operating the transportation infrastructure at Foresight’s Williamson mine, and have assumed the capital and operating risks associated with that business. As a result of these investments, we could experience increased costs as well as increased liability exposure associated with operating these facilities.

Sisecam Wyoming’s deca stockpiles will substantially deplete by 2024 and its production rates will decline if Sisecam Wyoming does not make further investments or otherwise execute on one or more initiatives to prevent such decline. 29

In 2024, Sisecam Wyoming’s deca stockpiles will be substantially depleted and Sisecam Wyoming's production rates will decline, which would impact Sisecam Wyoming's profitability. While Sisecam Wyoming is currently evaluating whether and when to pursue one or more initiatives that could offset this decline as well as provide additional soda ash production above current rates, there is no guarantee that any such initiatives or investments will be executed successfully, in a timely manner, or if at all to enable Sisecam Wyoming to maintain its current rates of production.

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Sisecam Wyoming's reserve and resource data are estimates based on assumptions that may be inaccurate and are based on existing economic and operating conditions that may change in the future, which could materially and adversely affect the quantities and value of Sisecam Wyoming's reserves and resources.

Sisecam Wyoming's reserve and resource estimates may vary substantially from the actual amounts of minerals Sisecam Wyoming is able to recover economically from their reserves. There are numerous uncertainties inherent in estimating quantities of reserves and resources, including many factors beyond Sisecam Wyoming's control. Estimates of reserves and resources necessarily depend upon a number of variables and assumptions, any one of which may, if incorrect, result in an estimate that varies considerably from actual results. These factors and assumptions relate to, among other aspects:

•	future prices of soda ash, mining and production costs, capital expenditures and transportation costs;
•	future mining technology and processes;
•	the effects of regulation by governmental agencies; and
•	geologic and mining conditions, which may not be identified by available exploration data and may differ from Sisecam Wyoming's experiences in areas where it currently mines.

Please read Items 1 and 2. “Business and Properties—Trona Resources and Trona Reserves” for more information including pertinent additional assumptions regarding Sisecam Wyoming's reserve estimates in this Report. Actual production, revenue and expenditures with respect to Sisecam Wyoming's reserves will likely vary from their estimates, and these variations may be material.

Fluctuations in transportation costs and the availability or reliability of transportation could reduce the production of coal, soda ash and other minerals from our properties.

Transportation costs represent a significant portion of the total delivered cost for the customers of our lessees. Increases in transportation costs could make coal a less competitive source of energy or could make minerals produced by some or all of our lessees less competitive than coal produced from other sources. On the other hand, significant decreases in transportation costs could result in increased competition for our lessees from producers in other parts of the country.

Our lessees depend upon railroads, barges, trucks and beltlines to deliver minerals to their customers. Disruption of those transportation services due to weather-related problems, mechanical difficulties, strikes, lockouts, bottlenecks and/or other events could temporarily impair the ability of our lessees to supply coal to their customers and/or increase their costs. Many of our lessees are currently experiencing transportation-related issues due in particular to decreased availability and reliability of rail services and port congestion. Our lessees’ transportation providers may face difficulties in the future that would impair the ability of our lessees to supply minerals to their customers, resulting in decreased royalty revenues to us.

In addition, Sisecam Wyoming transports its soda ash by rail or truck and ocean vessel. As a result, its business and financial results are sensitive to increases in rail freight, trucking and ocean vessel rates. Increases in transportation costs, including increases resulting from emission control requirements, port taxes and fluctuations in the price of fuel, could make soda ash a less competitive product for glass manufacturers when compared to glass substitutes or recycled glass, or could make Sisecam Wyoming’s soda ash less competitive than soda ash produced by competitors that have other means of transportation or are located closer to their customers. Sisecam Wyoming may be unable to pass on its freight and other transportation costs in full because market prices for soda ash are generally determined by supply and demand forces. In addition, rail operations are subject to various risks that may result in a delay or lack of service at Sisecam Wyoming’s facility, and alternative methods of transportation are impracticable or cost prohibitive. For the year ended December 31, ~~2023~~2024, Sisecam Wyoming shipped over 90% of its soda ash from the Green River facility on a single rail line owned and controlled by Union Pacific. Any substantial interruption in or increased costs related to the transportation of Sisecam Wyoming’s soda ash or the failure to renew the rail contract on favorable terms could have a material adverse effect on our financial condition and results of operations.

Our lessees could satisfy obligations to their customers with minerals from properties other than ours, depriving us of the ability to receive amounts in excess of minimum royalty payments.

Mineral supply contracts generally do not require operators to satisfy their obligations to their customers with resources mined from specific locations. Several factors may influence a lessee’s decision to supply its customers with minerals mined from properties we do not own or lease, including the royalty rates under the lessee’s lease with us, mining conditions, mine operating costs, cost and availability of transportation, and customer specifications. In addition, lessees move on and off of our properties over the course of any given year in accordance with their mine plans. If a lessee satisfies its obligations to its customers with minerals from properties we do not own or lease, production on our properties will decrease, and we will receive lower royalty revenues.

A lessee may incorrectly report royalty revenues, which might not be identified by our lessee audit process or our mine inspection process or, if identified, might be identified in a subsequent period.

We depend on our lessees to correctly report production and royalty revenues on a monthly basis. Our regular lessee audits and mine inspections may not discover any irregularities in these reports or, if we do discover errors, we might not identify them in the reporting period in which they occurred. Any undiscovered reporting errors could result in a loss of royalty revenues and errors identified in subsequent periods could lead to accounting disputes as well as disputes with our lessees.

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Risks Related to Our Structure

Unitholders may not be able to remove our general partner even if they wish to do so.

Our managing general partner manages and operates NRP. Unlike the holders of common stock in a corporation, unitholders have only limited voting rights on matters affecting our business. Unitholders have no right to elect the general partner or the Board of Directors on an annual or any other basis.

Furthermore, if unitholders are dissatisfied with the performance of our general partner, they currently have little practical ability to remove our general partner or otherwise change its management. Our general partner may not be removed except upon the vote of the holders of at least 66 2/3% of our outstanding common units (including common units held by our general partner and its affiliates ~~and including common units deemed to be held by the holders of the preferred units who vote along with the common unitholders on an as-converted basis~~). Because of their substantial ownership in us, the removal of our general partner would be difficult without the consent of ~~both~~ our general partner and its affiliates ~~and the holders of the preferred units~~.

In addition, the following provisions of our partnership agreement may discourage a person or group from attempting to remove our general partner or otherwise change our management:

• generally, if a person ~~(other than the holders of preferred units)~~ acquires 20% or more of any class of units then outstanding other than from our general partner or its affiliates, the units owned by such person cannot be voted on any matter; and

•	our partnership agreement contains limitations upon the ability of unitholders to call meetings or to acquire information about our operations, as well as other limitations upon the unitholders’ ability to influence the manner or direction of management.

As a result of these provisions, the price at which the common units will trade may be lower because of the absence or reduction of a takeover premium in the trading price.

21 We may issue additional common units or other equity securities without common unitholder approval, which could dilute a unitholder’s existing ownership interests.

~~Table~~Our general partner may cause us to issue an unlimited number of ~~Contents~~ common units, without common unitholder approval (subject to applicable New York Stock Exchange ("NYSE") rules). We may also issue at any time an unlimited number of equity securities ranking junior or senior to the common units without common unitholder approval (subject to applicable NYSE rules). The issuance of additional common units or other equity securities of equal or senior rank will have the following effects:

The preferred units are senior in right of distributions and liquidation and upon conversion, would result in the issuance of additional common units in the future, which could result in substantial dilution of our common unitholders’ ownership interests.

The preferred units rank senior to our common units with respect to distribution rights and rights upon liquidation. We are required to pay quarterly distributions on the preferred units (plus any PIK units issued in lieu of preferred units) in an amount equal to 12.0% per year prior to paying any distributions on our common units. The preferred units also rank senior to the common units in right of liquidation and will be entitled to receive a liquidation preference in any such case.

The preferred units may also be converted into common units under certain circumstances. The number of common units issued in any conversion will be based on the then-current trading price of the common units at the time of conversion. Accordingly, the lower the trading price of our common units at the time of conversion, the greater the number of common units that will be issued upon conversion of the preferred units, which would result in greater dilution to our existing common unitholders. Dilution has the following effects on our common unitholders:

•	an existing unitholder’s proportionate ownership interest in NRP will decrease;

• the amount of cash available for distribution on each unit may decrease; • the relative voting strength of each previously outstanding unit may be diminished; and

• the relative voting strength of each previously outstanding unit may be diminished; and

•	the market price of the common units may decline.

In addition, to the extent the preferred units are converted into more than 66 2/3% of our common units, the holders of the preferred will have the right to remove our general partner.

We may issue additional common units or preferred units without common unitholder approval, which would dilute a unitholder’s existing ownership interests.

Our general partner may cause us to issue an unlimited number of common units, without common unitholder approval (subject to applicable New York Stock Exchange ("NYSE") rules). We may also issue at any time an unlimited number of equity securities ranking junior or senior to the common units (including additional preferred units) without common unitholder approval (subject to applicable NYSE rules). In addition, we may issue additional common units upon the exercise of the outstanding warrants held by Blackstone. The issuance of additional common units or other equity securities of equal or senior rank will have the following effects:

• an existing unitholder’s proportionate ownership interest in NRP will decrease;

• the amount of cash available for distribution on each unit may decrease; and

• the relative voting strength of each previously outstanding unit may be diminished; and the market price of the common units may decline.

Our general partner has a limited call right that may require unitholders to sell their units at an undesirable time or price.

If at any time our general partner and its affiliates own 80% or more of the common units, the general partner will have the right, but not the obligation, which it may assign to any of its affiliates, to acquire all, but not less than all, of the remaining common units held by unaffiliated persons at a price generally equal to the then current market price of the common units. As a result, unitholders may be required to sell their common units at a time when they may not desire to sell them or at a price that is less than the price they would like to receive. They may also incur a tax liability upon a sale of their common units.

Cost reimbursements due to our general partner may be substantial and will reduce our cash available for distribution to unitholders.

Prior to making any distribution on the common units, we reimburse our general partner and its affiliates, including officers and directors of the general partner, for all expenses incurred on our behalf. The reimbursement of expenses and the payment of fees could adversely affect our ability to make distributions. The general partner has sole discretion to determine the amount of these expenses. In addition, our general partner and its affiliates may provide us services for which we will be charged reasonable fees as determined by the general partner.

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Conflicts of interest could arise among our general partner and us or the unitholders.

These conflicts may include the following:

• Wewe do not have any employees and we rely solely on employees of affiliates of the general partner;

•	under our partnership agreement, we reimburse the general partner for the costs of managing and for operating the partnership;

•	the amount of cash expenditures, borrowings and reserves in any quarter may affect cash available to pay quarterly distributions to unitholders;

•

the general partner tries to avoid being liable for partnership obligations. The general partner is permitted to protect its assets in this manner by our partnership agreement. Under our partnership agreement the general partner would not breach its fiduciary duty by avoiding liability for partnership obligations even if we can obtain more favorable terms without limiting the general partner’s liability;

•

under our partnership agreement, the general partner may pay its affiliates for any services rendered on terms fair and reasonable to us. The general partner may also enter into additional contracts with any of its affiliates on behalf of us. Agreements or contracts between us and our general partner (and its affiliates) are not necessarily the result of arm’s-length negotiations; and

•	the general partner would not breach our partnership agreement by exercising its call rights to purchase limited partnership interests or by assigning its call rights to one of its affiliates or to us.

In addition, GoldenTree also has certain limited consent rights. In the exercise of their applicable consent rights, conflicts of interest could arise between us and our general partner on the one hand, and GoldenTree on the other hand.

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The control of our general partner may be transferred to a third party without unitholder consent. A change of control may result in defaults under certain of our debt instruments and the triggering of payment obligations under compensation arrangements.

Our general partner may transfer its general partner interest to a third party in a merger or in a sale of all or substantially all of its assets without the consent of our unitholders. Furthermore, there is no restriction in our partnership agreement on the ability of the managing general partner from transferring its general partnership interest in our general partner to a third party. The new owner of our general partner would then be in a position to replace the Board of Directors and officers with its own choices and to control their decisions and actions.

In addition, a change of control would constitute an event of default under our debt agreements. During the continuance of an event of default under our debt agreements, the administrative agent may terminate any outstanding commitments of the lenders to extend credit to us and/or declare all amounts payable by us immediately due and payable. In addition, upon a change of control, the holders of the preferred units would have the right to require us to redeem the preferred units at the liquidation preference or convert all of their preferred units into common units. A change of control also may trigger payment obligations under various compensation arrangements with our officers.

Unitholders may not have limited liability if a court finds that unitholder actions constitute control of our business.

Our general partner generally has unlimited liability for our obligations, such as our debts and environmental liabilities, except for those contractual obligations that are expressly made without recourse to our general partner. Under Delaware law, however, a unitholder could be held liable for our obligations to the same extent as a general partner if a court determined that the right of unitholders to remove our general partner or to take other action under our partnership agreement constituted participation in the "control" of our business. In addition, Section 17-607 of the Delaware Revised Uniform Limited Partnership Act provides that under some circumstances, a unitholder may be liable to us for the amount of a distribution for a period of three years from the date of the distribution.

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Tax Risks to Our Unitholders

The anticipated after-tax economic benefit of an investment in our units depends largely on our being treated as a partnership for U.S. federal income tax purposes. Despite the fact that we are organized as a limited partnership under Delaware law, we would be treated as a corporation for U.S. federal income tax purposes unless we satisfy a "qualifying income" requirement. Based on our current operations and current Treasury Regulations, we believe we satisfy the qualifying income requirement. However, we have not requested, and do not plan to request, a ruling from the IRS on this or any other matter affecting us. Failing to meet the qualifying income requirement or a change in current law could cause us to be treated as a corporation for U.S. federal income tax purposes or otherwise subject us to taxation as an entity.

If we were treated as a corporation for U.S. federal income tax purposes, we would pay U.S. federal income tax on our taxable income at the corporate tax rate and would likely be liable for state income tax at varying rates. Distributions to our unitholders would generally be taxed again as corporate distributions, and no income, gains, losses, deductions or credits would flow through to our unitholders. Because tax would be imposed upon us as a corporation, our cash available for distribution to our unitholders would be substantially reduced. Therefore, treatment of us as a corporation would result in a material reduction in the anticipated cash flow and after-tax return to our unitholders, likely causing a substantial reduction in the value of our units.

At the state level, several states have been evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise and other forms of taxation. We currently own assets and conduct business in several states, many of which impose a margin or franchise tax. In the future, we may expand our operations. Imposition of a similar tax on us in a jurisdiction in which we operate or in other jurisdictions to which we may expand could substantially reduce the cash available for distribution to our unitholders.

The tax treatment of publicly traded partnerships or an investment in our units could be subject to potential legislative, judicial or administrative changes or differing interpretations, possibly applied on a retroactive basis.

The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our units, may be modified by administrative, legislative or judicial changes or differing interpretations at any time. Members of Congress have frequently proposed and considered substantive changes to the existing U.S. federal income tax laws that would affect publicly traded partnerships, including proposals that would eliminate our ability to qualify for partnership tax treatment. Recent proposals have provided for the expansion of the qualifying income exception for publicly traded partnerships in certain circumstances and other proposals have provided for the total elimination of the qualifying income exception upon which we rely for our partnership tax treatment. Further, while unitholders of publicly traded partnerships are, subject to certain limitations, entitled to a deduction equal to 20% of their allocable share of a publicly traded partnership’s “qualified business income,” this deduction is scheduled to expire with respect to taxable years beginning after December 31, 2025.

In addition, the Treasury Department has issued, and in the future may issue, regulations interpreting those laws that affect publicly traded partnerships. There can be no assurance that there will not be further changes to U.S. federal income tax laws or the Treasury Department’s interpretation of the qualifying income rules in a manner that could impact our ability to qualify as a partnership in the future.

Any modification to the U.S. federal income tax laws and interpretations thereof may or may not be retroactively applied and could make it more difficult or impossible for us to meet the exception for certain publicly traded partnerships to be treated as partnerships for U.S. federal income tax purposes. We are unable to predict whether any changes or other proposals will ultimately be enacted. Any future legislative changes could negatively impact the value of an investment in our units. You are urged to consult with your own tax advisor with respect to the status of regulatory or administrative developments and proposals and their potential effect on your investment in our units.

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Certain U.S. federal income tax preferences currently available with respect to coal exploration and development may be eliminated as a result of future legislation.

Changes to U.S. federal income tax laws have been proposed in a prior session of Congress that would eliminate certain key U.S. federal income tax preferences relating to coal exploration and development. These changes include, but are not limited to (i) repealing capital gains treatment of coal and lignite royalties, (ii) eliminating current deductions and 60-month amortization for exploration and development costs relating to coal and other hard mineral fossil fuels, and (iii) repealing the percentage depletion allowance with respect to coal properties. If enacted, these changes would limit or eliminate certain tax deductions that are currently available with respect to coal exploration and development, and any such change could increase the taxable income allocable to our unitholders and negatively impact the value of an investment in our units.

Our unitholders are required to pay taxes on their share of our taxable income even if they do not receive any cash distributions from us. Our unitholders' share of our portfolio income may be taxable to them even though they receive other losses from our activities.

Because our unitholders are treated as partners to whom we allocate taxable income that could be different in amount than the cash we distribute, our unitholders are required to pay any U.S. federal income taxes and, in some cases, state and local income taxes on their share of our taxable income even if they receive no cash distributions from us. Our unitholders may not receive cash distributions from us equal to their share of our taxable income or even equal to the actual tax due from them with respect to that income.

For our unitholders subject to the passive loss rules, our current operations include portfolio activities (such as our coal and mineral royalty businesses) and passive activities (such as our soda ash business). Any passive losses we generate will only be available to offset our passive income generated in the future and will not be available to offset (i) our portfolio income, including income related to our coal and mineral royalty businesses, (ii) a unitholder’s income from other passive activities or investments, including investments in other publicly traded partnerships, or (iii) a unitholder’s salary or active business income. Thus, our unitholders' share of our portfolio income may be subject to U.S. federal income tax, regardless of other losses they may receive from us.

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We may engage in transactions to reduce our leverage and manage our liquidity that would result in income and gain to our unitholders without a corresponding cash distribution. For example, we may sell assets and use the proceeds to repay existing debt, in which case, our unitholders could be allocated taxable income and gain resulting from the sale without receiving a cash distribution. Further, we may pursue opportunities to reduce our existing debt, such as debt exchanges, debt repurchases, or modifications of our existing debt that would result in “cancellation of indebtedness income” (also referred to as “COD income”) being allocated to our unitholders as ordinary taxable income. Our unitholders may be allocated income and gain from these transactions, and income tax liabilities arising therefrom may exceed any distributions we make to our unitholders. The ultimate tax effect of any such income allocations will depend on the unitholder's individual tax position, including, for example, the availability of any suspended passive losses that may offset some portion of the allocable income. Our unitholders may, however, be allocated substantial amounts of ordinary income subject to taxation, without any ability to offset such allocated income against any capital losses attributable to the unitholder’s ultimate disposition of its units. Our unitholders are encouraged to consult their tax advisors with respect to the consequences to them.

If the IRS contests the U.S. federal income tax positions we take, the market for our units may be adversely impacted and the cost of any IRS contest will reduce our cash available for distribution to our unitholders.

We have not requested a ruling from the IRS with respect to our treatment as a partnership for U.S. federal income tax purposes or any other matter affecting us. The IRS may adopt positions that differ from the positions we take. It may be necessary to resort to administrative or court proceedings to sustain some or all of the positions we take. A court may not agree with some or all of the positions we take. Any contest by the IRS may materially and adversely impact the market for our units and the price at which they trade. In addition, our costs of any contest by the IRS will be borne indirectly by our unitholders and our general partner because the costs will reduce our cash available for distribution.

If the IRS makes audit adjustments to our income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustments directly from us, in which case our cash available for distribution to our unitholders might be substantially reduced.

If the IRS makes audit adjustments to our income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustments directly from us. To the extent possible, our general partner may elect to either pay the taxes (including any applicable penalties and interest) directly to the IRS or, if we are eligible, issue a revised information statement to each unitholder and former unitholder with respect to an audited and adjusted return. Although our general partner may elect to have our unitholders and former unitholders take such audit adjustments into account and pay any resulting taxes (including applicable penalties or interest) in accordance with their interests in us during the tax year under audit, there can be no assurance that such election will be practical, permissible or effective in all circumstances. As a result, our current unitholders may bear some or all of the tax liability resulting from such audit adjustment, even if such unitholders did not own units in us during the tax year under audit. If, as a result of any such audit adjustment, we are required to make payments of taxes, penalties and interest, our cash available for distribution to our unitholders might be substantially reduced.

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Tax gain or loss on the disposition of our common units could be more or less than expected.

If our unitholders sell their common units, they will recognize a gain or loss equal to the difference between the amount realized and their tax basis in those common units. Distributions in excess of a common unitholder's allocable share of our net taxable income result in a decrease in the tax basis in such unitholder's common units. Accordingly, the amount, if any, of such prior excess distributions with respect to the common units sold will, in effect, become taxable income to our common unitholders if they sell such common units at a price greater than their tax basis in those common units, even if the price they receive is less than their original cost. In addition, because the amount realized includes a unitholder’s share of our nonrecourse liabilities, if our unitholders sell their common units, they may incur a tax liability in excess of the amount of cash they receive from the sale.

A substantial portion of the amount realized from a unitholder’s sale of our units, whether or not representing gain, may be taxed as ordinary income due to potential recapture items, including depletion and depreciation recapture. Thus, a unitholder may recognize both ordinary income and capital loss from the sale of units if the amount realized on a sale of such units is less than such unitholder’s adjusted basis in the units. Net capital loss may only offset capital gains and, in the case of individuals, up to $3,000 of ordinary income per year. In the taxable period in which a unitholder sells its units, such unitholder may recognize ordinary income from our allocations of income and gain to such unitholder prior to the sale and from recapture items that generally cannot be offset by any capital loss recognized upon the sale of units.

Our unitholders may be subject to limitation on their ability to deduct interest expense incurred by us.

In general, we are entitled to a deduction for interest paid or accrued on indebtedness properly allocable to our trade or business during our taxable year. However, our deduction for “business interest” is limited to the sum of our business interest income and 30% of our “adjusted taxable income.” For the purposes of this limitation, our adjusted taxable income is computed without regard to any business interest expense or business interest income. If our “business interest” is subject to limitation under these rules, our unitholders will be limited in their ability to deduct their share of any interest expense that has been allocated to them. As a result, unitholders may be subject to limitation on their ability to deduct interest expense incurred by us.

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Tax-exempt entities face unique tax issues from owning our units that may result in adverse tax consequences to them.

Investment in our units by tax-exempt entities, such as employee benefit plans and individual retirement accounts (known as IRAs) raises issues unique to them. For example, virtually all of our income allocated to organizations that are exempt from U.S. federal income tax, including IRAs and other retirement plans, will be unrelated business taxable income and will be taxable to them. Additionally, all or part of any gain recognized by such tax-exempt organization upon a sale or other disposition of our units may be unrelated business taxable income and may be taxable to them. Tax-exempt entities should consult a tax advisor before investing in our units.

Non-U.S. unitholders will be subject to U.S. federal income taxes and withholding from their distributions and sale proceeds with respect to their income and gain from owning our units.

Non-U.S. unitholders are generally taxed and subject to income tax filing requirements by the United States on income effectively connected with a U.S. trade or business. Income allocated to our unitholders and any gain from the sale of our units will generally be considered to be “effectively connected” with a U.S. trade or business. As a result, distributions to a non-U.S. unitholder will be subject to withholding at the highest applicable effective tax rate and a non-U.S. unitholder who sells or otherwise disposes of a unit will also be subject to U.S. federal income tax on the gain realized from the sale or disposition of that unit. In addition to the withholding tax imposed on distributions of effectively connected income, distributions to a non-U.S. unitholder will also be subject to a 10% withholding tax on the amount of any distribution in excess of our cumulative net income. As we do not compute our cumulative net income for such purposes due to the complexity of the calculation and lack of clarity in how it would apply to us, we intend to treat all of our distributions as being in excess of our cumulative net income for such purposes and subject to such 10% withholding tax. Accordingly, distributions to a non-U.S. unitholder will be subject to a combined withholding tax rate equal to the sum of the highest applicable effective tax rate and 10%.

Moreover, the transferee of an interest in a partnership that is engaged in a U.S. trade or business is generally required to withhold 10% of the “amount realized” by the transferor unless the transferor certifies that it is not a foreign person. While the determination of a partner’s “amount realized” generally includes any decrease of a partner’s share of the partnership’s liabilities, the Treasury regulations provide that the “amount realized” on a transfer of an interest in a publicly traded partnership, such as our common units, will generally be the amount of gross proceeds paid to the broker effecting the applicable transfer on behalf of the transferor, and thus will be determined without regard to any decrease in that partner’s share of a publicly traded partnership’s liabilities. For a transfer of interests in a publicly traded partnership that is effected through a broker, the obligation to withhold is imposed on the transferor’s broker. Current and prospective non-U.S. unitholders should consult their tax advisors regarding the impact of these rules on an investment in our common units.

We will treat each purchaser of our common units as having the same tax benefits without regard to the actual common units purchased. The IRS may challenge this treatment, which could adversely affect the value of the common units.

Because we cannot match transferors and transferees of our common units and for other reasons, we have adopted depreciation and amortization positions that may not conform to all aspects of existing Treasury Regulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to our unitholders. It also could affect the timing of these tax benefits or the amount of gain from the sale of common units and could have a negative impact on the value of our common units or result in audit adjustments to our unitholders' tax returns.

25 We have adopted certain valuation methodologies in determining a unitholder's allocations of income, gain, loss and deduction. The IRS may challenge these methodologies or the resulting allocations, and such a challenge could adversely affect the value of our common units.

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We have adopted certain valuation methodologies in determining a unitholder’s allocations of income, gain, loss and deduction. The IRS may challenge these methodologies or the resulting allocations, and such a challenge could adversely affect the value of our common units.

In determining the items of income, gain, loss and deduction allocable to our unitholders, including when we issue additional units, we must determine the fair market value of our assets. Although we may from time to time consult with professional appraisers regarding valuation matters, we make many fair market value estimates using a methodology based on the market value of our common units as a means to measure the fair market value of our assets. The IRS may challenge these valuation methods and the resulting allocations of income, gain, loss and deduction.

A successful IRS challenge to these methods or allocations could adversely affect the timing or amount of taxable income or loss being allocated to our unitholders. It also could affect the amount of gain recognized from the sale of our common units, have a negative impact on the value of our common units or result in audit adjustments to our unitholders’ tax returns without the benefit of additional deductions.

We generally prorate our items of income, gain, loss and deduction between transferors and transferees of our common units each month based upon the ownership of our common units on the first day of each month, instead of on the basis of the date a particular unit is transferred. The IRS may challenge this treatment, which could change the allocation of items of income, gain, loss and deduction among our unitholders.

We generally prorate our items of income, gain, loss and deduction between transferors and transferees of our common units each month based upon the ownership of our common units on the first day of each month (the "Allocation Date"), instead of on the basis of the date a particular unit is transferred. Similarly, we generally allocate (i) certain deductions for depreciation of capital additions, (ii) gain or loss realized on a sale or other disposition of our assets, and (iii) in the discretion of the general partner, any other extraordinary item of income, gain, loss or deduction based upon ownership on the Allocation Date. Treasury Regulations allow a similar monthly simplifying convention, but such regulations do not specifically authorize ~~the~~all ~~use~~aspects of the proration method we have adopted. If the IRS were to challenge our proration method, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders.

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Because there are no specific rules governing the U.S. federal income tax consequence of loaning a partnership interest, a unitholder whose units are the subject of a securities loan may be considered as having disposed of the loaned units. In that case, the unitholder may no longer be treated for tax purposes as a partner with respect to those units during the period of the loan to the short seller and the unitholder may recognize gain or loss from such disposition. Moreover, during the period of the loan, any of our income, gain, loss or deduction with respect to those units may not be reportable by the unitholder and any cash distributions received by the unitholder as to those units could be fully taxable as ordinary income. Our unitholders desiring to assure their status as partners and avoid the risk of gain recognition from a loan of their units are urged to consult a tax advisor to determine whether it is advisable to modify any applicable brokerage account agreements to prohibit their brokers from borrowing their units.

As a result of investing in our units, our unitholders are likely subject to state and local taxes and return filing requirements in jurisdictions where we operate or own or acquire property.

In addition to U.S. federal income taxes, our unitholders are likely subject to other taxes, including state and local taxes, unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which we conduct business or own property now or in the future, even if our unitholders do not live in any of those jurisdictions. Our unitholders are likely required to file state and local income tax returns and pay state and local income taxes in some or all of these various jurisdictions. Further, our unitholders may be subject to penalties for failure to comply with those requirements. We own property and conduct business in a number of states in the United States. Most of these states impose an income tax on individuals, corporations and other entities. As we make acquisitions or expand our business, we may own assets or conduct business in additional states that impose a personal income tax. It is the unitholder's responsibility to file all U.S. federal, state and local tax returns and pay any taxes due in these jurisdictions. Unitholders should consult with their own tax advisors regarding the filing of such tax returns, the payment of such taxes, and the deductibility of any taxes paid.

General ~~Risks~~Risk Factors

Our business is subject to cybersecurity risks.

Our business is increasingly dependent on our information and operational technologies and services, and those of our service providers. Threats to information and operational technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow. Although we utilize various procedures and controls to mitigate our exposure to such risks, cybersecurity attacks and other cyber events are evolving, unpredictable, and sometimes difficult to detect, and could lead to unauthorized access to sensitive information or render data or systems unusable.

In addition, the frequency and magnitude of cyber-attacks is increasing and attackers have become more sophisticated. Cyber-attacks are similarly evolving and include, without limitation, use of malicious software, surveillance, credential stuffing, spear phishing, social engineering, use of deepfakes (i.e., highly realistic synthetic media generated by artificial intelligence), attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information and loss or corruption of data. We may be unable to anticipate, detect or prevent future attacks, particularly as the methodologies used by attackers change frequently or are not recognized until deployed. We may also be unable to investigate or remediate incidents as attackers are increasingly using techniques and tools designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence.

~~While~~We ~~we presently maintain insurance coverage to protect against cybersecurity risks, we~~ cannot ensure that itour insurance coverage will be sufficient to cover ~~any~~all ~~particular~~the losses or expenses we may experience as a result of such cyber-attacks. Our implementation of various procedures and controls to monitor and mitigate security threats and to increase security for our information, facilities and infrastructure may result in increased capital and operating costs. Moreover, there can be no assurance that such procedures and controls will be sufficient to prevent cyber-attacks or other incidents from occurring. If a cyber-attack was to occur, it could lead to losses of sensitive information, critical infrastructure or capabilities essential to our operations, misdirected wire transfers, an inability to settle transactions or maintain operations, disruptions in operations, or other adverse events. If we were to experience an attack and our security measures failed, the potential consequences to our business and the communities in which we operate could be significant and could harm our reputation and lead to financial losses ~~from remedial actions~~, loss of business or potential liability, including regulatory enforcement, violation of privacy or securities laws and regulations, and individual or class action claims. Any cyber incident could have a material adverse effect on our business, financial condition and results of operations.

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ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

Our ~~overall~~cyber risk management program is integrated into our overall risk management system, which includes a cybersecurity risk assessment process, that routinely evaluates potential impacts of cybersecurity risks on our business, including our operations, financial stability, and reputation. These assessments inform our cybersecurity risk mitigation strategies. The results are regularly shared with management and the Audit Committee as part of their involvement in managing and overseeing cybersecurity risks.

Key aspects of our cybersecurity risk management program include:

•	risk assessments designed to help identify material cybersecurity risks to our critical systems and information;

•	a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;

•	the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls;

•	cybersecurity awareness training for our employees, incident response personnel, and management; and

•	a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents.

We have ~~not~~established ~~identified~~separate ~~risks~~processes ~~from~~and ~~known~~procedures ~~cybersecurity~~to ~~threats,~~oversee ~~including~~and asidentify ~~a result of any prior~~ cybersecurity ~~incidents,~~risks ~~that~~associated ~~have~~with ~~materially affected us, including~~ our ~~operations,~~use ~~business strategy, results~~ of ~~operations,~~third-party orservice ~~financial condition~~providers. WeAll ~~face~~third ~~ongoing~~parties ~~risks~~involved ~~from~~in ~~certain~~our cybersecurity ~~threats~~risk ~~that,~~assessments ifand ~~realized,~~risk management are ~~reasonably~~required ~~likely~~ to ~~materially~~provide ~~affect~~reports ~~us,~~designed ~~including~~to ~~our~~allow ~~operations,~~us ~~business strategy, results of operations, or financial condition. See "Item 1A. Risk Factors – Our business is subject~~ to ~~cybersecurity~~monitor ~~risks"~~and ~~included elsewhere~~assess insuch ~~this~~third ~~Annual~~parties’ ~~Report~~security ~~on Form 10-K~~controls.

As of the date of this report, though the Partnership and our service providers have experienced certain cybersecurity incidents, we have not identified any risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. Despite implementation of our cybersecurity process, we face ongoing risks from certain cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See "Item 1A. Risk Factors – Our business is subject to cybersecurity risks" included elsewhere in this Annual Report on Form 10-K.

Cybersecurity Governance

Our Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated to its Audit Committee oversight of cybersecurity and other information technology risks. Our Audit Committee oversees management’s implementation of our cybersecurity risk management program.

Our Audit Committee receives periodic reports from management on our cybersecurity risks. In addition, management updates our Audit Committee, as necessary, regarding significant cybersecurity incidents. Our Audit Committee reports to the full Board of Directors regarding its activities, including those related to cybersecurity. Our Board of Directors also receives, as necessary, briefings from management on our cybersecurity risk management program. ~~Board~~and ~~members~~ receive presentations on cybersecurity topics from IT leadership, which includes our Chief Sustainability and Administrative Officer ("CSAO"), or external experts as part of the Board’s continuing education on topics that impact public companies.

Our cybersecurity team, led by the CSAO, is responsible for coordinating and executing on the cybersecurity response procedures and for seeking assistance from other Partnership stakeholders and external advisors. Our cybersecurity team includes the CSAO and IT leadership. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our cybersecurity team includes professionals with deep cybersecurity expertise across multiple industries. The CSAO has over 20 years of audit, risk management and cybersecurity experience covering the energy, pipeline, utilities, manufacturing, and financial services industries.

Our management team stays informed about and monitors efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal information technology personnel, threat intelligence and other information obtained from public or private sources, including external consultants engaged by us, and alerts and reports produced by security tools deployed in the IT environment.

Our management team stays informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal information technology personnel, threat intelligence and other information obtained from public or private sources, including external consultants engaged by us, and alerts and reports produced by security tools deployed in the IT environment.

ITEM 3. LEGAL PROCEEDINGS

We are involved, from time to time, in various legal proceedings arising in the ordinary course of business. While the ultimate results of these proceedings cannot be predicted with certainty, management believes these ordinary course matters will not have a material effect on our financial position, liquidity or operations.

ITEM 4. MINE SAFETY DISCLOSURES

None.

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PART II

NRP Common Units

Our common units are listed and traded on the NYSE under the symbol "NRP." As of February 2214, ~~2024~~2025, there were approximately 10,~~250~~935 beneficial and registered holders of our common units. The computation of the approximate number of unitholders is based upon a broker survey.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

The following discussion and analysis present management’s view of our business, financial condition and overall performance and should be read in conjunction with our consolidated financial statements and footnotes included elsewhere in this filing. Our discussion and analysis consist of the following subjects:

•	Executive Overview

•	Results of Operations

•	Liquidity and Capital Resources

•

Inflation

•	Environmental Regulation

•	Related Party Transactions

•	Summary of Critical Accounting Estimates

•	Recent Accounting Standards

As used in this Item 7, unless the context otherwise requires: "we," "our," "us" and the "Partnership" refer to Natural Resource Partners L.P. and, where the context requires, our subsidiaries. References to "NRP" and "Natural Resource Partners" refer to Natural Resource Partners L.P. only, and not to NRP (Operating) LLC or any of Natural Resource Partners L.P.’s subsidiaries. References to "Opco" refer to NRP (Operating) LLC, a wholly owned subsidiary of NRP, and its subsidiaries. ~~NRP Finance Corporation ("NRP Finance") is a wholly owned subsidiary of NRP and was a co-issuer with NRP on the 9.125% senior notes due 2025 (the "2025 Senior Notes").~~

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Non-GAAP Financial Measures

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) less equity earnings from unconsolidated investment, net income attributable to non-controlling interest and gain on reserve swap; plus total distributions from unconsolidated investment, interest expense, net, debt modification expense, loss on extinguishment of debt, depreciation, depletion and amortization and asset impairments. Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income or loss, net income or loss attributable to partners, operating income, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of operating performance, liquidity or ability to service debt obligations. There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring items that materially affect our net income (loss), the lack of comparability of results of operations of different companies and the different methods of calculating Adjusted EBITDA reported by different companies. In addition, Adjusted EBITDA presented below is not calculated or presented on the same basis as Consolidated EBITDA as defined in our partnership agreement or Consolidated EBITDDA as defined in Opco's debt agreements. See "Item 8. Financial Statements and Supplementary Data—Note 11. Debt, Net" included elsewhere in this Annual Report on Form 10-K for a description of Opco’s debt agreements. Adjusted EBITDA is a supplemental performance measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to assess the financial performance of our assets without regard to financing methods, capital structure or historical cost basis.

Distributable Cash Flow

Distributable cash flow ("DCF") represents net cash provided by (used in) operating activities of continuing operations plus distributions from unconsolidated investment in excess of cumulative earnings, proceeds from asset sales and disposals, including sales of discontinued operations, and return of long-term contract receivables, less maintenance capital expenditures. DCF is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities. DCF may not be calculated the same for us as for other companies. In addition, DCF presented below is not calculated or presented on the same basis as distributable cash flow as defined in our partnership agreement, which is used as a metric to determine whether we are able to increase quarterly distributions to our common unitholders. DCF is a supplemental liquidity measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to assess our ability to make cash distributions and repay debt.

Free Cash Flow

Free cash flow ("FCF") represents net cash provided by (used in) operating activities of continuing operations plus distributions from unconsolidated investment in excess of cumulative earnings and return of long-term contract receivables, less maintenance and expansion capital expenditures and cash flow used in acquisition costs classified as investing or financing activities. FCF is calculated before mandatory debt repayments. FCF is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities. FCF may not be calculated the same for us as for other companies. FCF is a supplemental liquidity measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to assess our ability to make cash distributions and repay debt.

Leverage Ratio

Leverage ratio represents the outstanding principal of NRP's debt at the end of the period divided by the last twelve months' Adjusted EBITDA as defined above. NRP believes that leverage ratio is a useful measure to management and investors to evaluate and monitor the indebtedness of NRP relative to its ability to generate income to service such debt and in understanding trends in NRP’s overall financial condition. Leverage ratio may not be calculated the same for us as for other companies and is not a substitute for, and should not be used in conjunction with, GAAP financial ratios.

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Executive Overview

We are a diversified natural resource company engaged principally in the business of owning, managing and leasing a diversified portfolio of mineral properties in the United States, including interests in coal and other natural resources and own a non-controlling 49% interest in Sisecam Wyoming LLC ("Sisecam Wyoming"), a trona ore mining and soda ash production business. Our common units trade on the New York Stock Exchange under the symbol "NRP." Our business is organized into two operating segments:

Corporate and Financing includes functional corporate departments that do not earn revenues. Costs incurred by these departments include interest and financing, corporate headquarters and overhead, centralized treasury, legal and accounting and other corporate-level activity not specifically allocated to a segment.

Our financial results by segment for the year ended December 31, ~~2023~~2024 are as follows:

	Operating Segments					Corporate and
(In thousands)	Mineral Rights			Soda Ash		Financing			Total
Revenues and other income	$	~~296~~249,~~612~~872		$	7318,~~397~~135	$	—		$	~~370~~268,~~009~~007
Net income (loss)	$	~~245~~206,~~527~~403		$	7317,~~140~~964	$	(40,~~232~~723	)	$	~~278~~183,~~435~~644
Asset impairments		556			—		—			556
Adjusted EBITDA (1)	$	222,007		$	38,610	$	(25,151	)	$	235,466
Net income (loss) excluding asset impairments	$	246,083		$	73,140	$	(40,232	)	$	278,991
Cash flow provided by (used in)
Adjusted EBITDA (1)	$	264,554		$	81,221	$	(26,111	)	$	319,664
Operating activities	$	242,168		$	38,610	$	(32,285	)	$	248,493
Cash flow provided by (used in) continuing operations
Investing activities	$	7,511		$	—	$	—		$	7,511
Operating activities	$	259,983		$	81,207	$	(30,212	)	$	310,978
Financing activities	$	(1,086	)	$	—	$	(236,463	)	$	(237,549	)
Investing activities	$	5,426		$	—	$	(10	)	$	5,416
Distributable cash flow (1)	$	249,679		$	38,610	$	(32,285	)	$	256,004
Financing activities	$	(583	)	$	—	$	(342,913	)	$	(343,496	)
Free cash flow (1)	$	244,833		$	38,610	$	(32,285	)	$	251,158
Distributable cash flow (1)	$	265,409		$	81,207	$	(30,222	)	$	316,394
Free cash flow (1)	$	262,446		$	81,207	$	(30,222	)	$	313,431

(1)	See"—Results of Operations" below for reconciliations to the most comparable GAAP financial measures.

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Current Results/Market Commentary

Business Outlook and Quarterly Distributions

We generated $~~311~~248.0 5 million of operating cash flow and $~~313~~251.42 million of free cash flow during the year ended December 31, ~~2023~~2024, and ended the year with $71116.27 million of liquidity consisting of $1230.04 million of cash and cash equivalents and $5986.23 million of borrowing capacity under our Opco Credit Facility. As of December 31, ~~2023~~2024 our leverage ratio was 0.5x6x.

In ~~2023,~~ wethe ~~received notices~~first ~~from~~quarter of 2024, holders of ~~the~~our ~~Class~~warrants Ato ~~Convertible~~purchase ~~Preferred~~common ~~Units~~units ~~representing limited partner interests in NRP~~ (the "~~preferred units~~warrants") ~~exercising~~exercised ~~their~~a ~~right~~total toof ~~either convert or redeem~~1,219,665 atwarrants ~~our~~with ~~election,~~a anstrike ~~aggregate~~price of ~~83,333 preferred units~~$34.00. We ~~chose~~settled tothese ~~redeem~~warrants ~~the~~on ~~preferred~~a ~~units for~~net basis with a total of $8355.37 million in cash ~~rather~~and ~~than~~198,767 ~~converting them into~~ common units. In ~~2023,~~the wesecond ~~also~~quarter ~~executed~~of ~~negotiated~~2024, ~~transactions with~~ holders of ~~the~~our ~~preferred~~warrants ~~units~~exercised the ~~pursuant~~remaining to320,335 ~~which~~warrants wewith ~~repurchased~~a ~~and~~strike ~~retired~~price ~~an aggregate~~ of ~~95,001 preferred units for~~ $9534.~~0 million in cash~~00. Of ~~the~~We ~~originally~~settled ~~issued~~these ~~250,000~~warrants ~~preferred~~on ~~units,~~a ~~71,666 preferred~~net ~~units~~basis ~~remain~~with ~~outstanding as of December 31, 2023~~$10.0 ~~Following~~million ~~these~~in cash ~~redemptions~~ and ~~repurchases~~89,059 ~~the~~common ~~subject~~ units ~~were retired and no longer remain outstanding~~. ~~and~~Following ~~Blackstone~~these ~~ceased~~transactions, toof ~~own~~the ~~any~~originally ~~preferred~~issued ~~units~~4.0 ~~All~~million ~~rights~~warrants, ofafter ~~Blackstone~~giving ~~related~~effect to ~~its~~these ~~ownership~~settlements ofand ~~preferred~~all ~~units~~prior ~~ceased~~settlements, ~~including~~no ~~Blackstone's~~warrants ~~right~~remain ~~to appoint a board designee~~outstanding.

In ~~2023~~May 2024, we executed a negotiated ~~transactions~~ transaction with holders of ~~the~~our ~~warrants~~Class toA ~~purchase~~Preferred ~~common~~Units ~~units~~ (~~the~~"preferred units"~~warrants"~~) pursuant to which we repurchased ~~and retired~~ an aggregate of ~~752~~40,~~500~~000 ~~warrants~~preferred ~~with~~units for a$40.0 ~~strike~~million ~~price of $22~~in cash.81 ~~and~~In ~~710~~September 2024,~~000~~ we ~~warrants~~redeemed ~~with~~the aremaining ~~strike~~31,666 ~~price~~preferred ofunits ~~$34.00~~ for ~~approximately~~ $5631.17 million in cash. Of the originally issued 250,000 preferred units, after giving effect to these redemptions and all prior redemptions, no preferred units remain outstanding.

In ~~January and February~~ 2024, ~~holders~~we ofexercised our ~~warrants~~option ~~exercised~~under athe Opco Credit Facility to increase the total ofaggregate ~~1,219,665~~commitment ~~warrants~~under ~~with~~the aOpco ~~strike~~Credit ~~price~~Facility oftwice, initially by $3430.000 million from $155.0 Wemillion ~~settled~~to ~~the~~$185.0 ~~warrants~~million onand asubsequently ~~net~~by ~~basis~~$15.0 ~~with~~million afrom ~~total~~$185.0 ofmillion to $56200.0 million. These increases in ~~cash~~ ~~and~~the ~~198,767~~total ~~common~~aggregate ~~units. Following~~commitment ~~these~~were ~~transactions,~~made pursuant to an accordion feature of the ~~originally~~Opco ~~issued~~Credit 4Facility. In October 2024,~~000,000~~ we entered into the Seventh Amendment to the Opco Credit Facility which extended the maturity from August 2027 to October 2029. The Seventh Amendment also removed reference to the preferred units and warrants, ~~320~~which are no longer outstanding,~~335~~ ~~warrants~~and ~~with~~includes amodifications ~~strike~~to ~~price~~Opco's ofability ~~$34.00~~to ~~remain~~declare ~~outstanding~~and make certain restricted payments.

In February 2024, we paid a ~~exercised~~cash ~~our~~distribution ~~option~~of ~~under~~$0.75 per ~~the~~common ~~Opco~~unit ~~Credit~~of ~~Facility~~NRP with respect to ~~increase~~the fourth quarter of 2023 as well as a $2.15 million cash distribution on the ~~total~~preferred ~~aggregate~~units ~~commitment~~with ~~under~~respect to the ~~Opco~~fourth ~~Credit~~quarter ~~Facility~~of ~~twice,~~2023. ~~initially~~We bypaid ~~$30~~a ~~million~~special ~~from~~cash distribution of $~~155~~2.044 ~~million~~per common unit of NRP in March 2024 to ~~$185.0~~help ~~million~~cover ~~and~~unitholder ~~subsequently~~tax byliabilities ~~$15~~associated with owning NRP's common units in 2023.0 ~~million~~In ~~from~~May 2024, we paid a cash distribution of $~~185.~~0.75 per ~~million~~common unit of NRP with respect to the first quarter of 2024 as well as a $~~200~~2.0 15 million. ~~These~~cash ~~increases~~distribution inon the ~~total~~preferred ~~aggregate~~units ~~commitment~~with ~~were~~respect ~~made pursuant~~ to anthe ~~accordion~~first ~~feature~~quarter of ~~the~~2024. In ~~Opco~~August ~~Credit~~2024, ~~Facility~~we paid a cash distribution of $0.75 per Incommon ~~connection~~unit of NRP with respect to the ~~initial~~second ~~increase,~~quarter of 2024 as well as a ~~new~~$0.95 ~~lender~~million ~~joined~~cash distribution on the ~~lending~~preferred ~~group~~units with arespect ~~commitment~~to the second quarter of ~~$30~~2024.0 ~~million.~~In ~~The~~November ~~Opco~~2024, ~~Credit~~we ~~Facility~~paid ~~otherwise~~a ~~continues~~cash todistribution ~~operate~~of ~~under~~$0.75 ~~its~~per ~~existing~~common ~~terms~~unit ~~and~~of ~~conditions~~NRP inwith ~~all~~respect ~~material~~to ~~respects~~the third quarter of 2024.

In February ~~2024~~2025, the Board of Directors declared a cash distribution of $0.75 per common unit of NRP with respect to the fourth quarter of ~~2023 as well as a $2~~2024.15 ~~million cash distribution on the preferred units with respect to the fourth quarter of 2023.~~ Additionally, NRP has announced it will pay special cash distribution of $21.44 21 in March ~~2024~~2025 to help cover unitholder tax liabilities associated with owning NRP's common units in ~~2023~~2024. Future distributions on our common ~~and preferred~~ units will be determined on a quarterly basis by the Board of Directors. The Board of Directors considers numerous factors each quarter in determining cash distributions, including profitability, cash flow, debt service obligations, market conditions and outlook, estimated unitholder income tax liability and the level of cash reserves that the Board of Directors determines is necessary for future operating and capital needs.

Mineral Rights Business Segment

Revenues and other income during the year ended December 31, ~~2023~~2024 decreased $3246.67 million, or 1016%, as compared to the prior year primarily due to decreased metallurgical coal sales prices, decreased revenues from oil and gas royalties, lower transportation and processing services revenues and certain carbon neutral initiative transactions entered into in 2022. Cash provided by operating activities and free cash flow during the year ended December 31, 2024 decreased $217.8 million and $217.16 million, respectively, compared to the prior year. ~~period~~These ~~primarily~~decreases were primarily due to ~~the~~ lower ~~revenues~~metallurgical ~~during~~coal ~~the~~sales ~~year~~prices ~~ended~~and lower ~~December~~thermal ~~31,~~coal ~~2023~~sales prices and volumes as compared to the prior year, ~~period~~partially offset by one-time carbon neutral revenues and cash flow in 2024.

Metallurgical and thermal coal prices remained weak throughout ~~saw~~2024, ~~significant~~primarily ~~variability~~due into ~~2023,~~muted ~~and~~steel ~~were~~demand ~~off~~impacting ~~the~~metallurgical ~~record~~coal ~~highs~~and ~~seen~~mild inweather, ~~2022~~high inventory levels, ~~but finished~~and ~~the~~low ~~year~~natural ~~strong~~gas ~~relative~~prices toimpacting ~~historical~~thermal ~~norms~~coal. WeWhile ~~believe limitations~~we ~~from~~do ~~ongoing~~not ~~labor~~expect ~~shortages,~~significant ~~access~~changes in these factors or to ~~capital~~pricing in 2025, metallurgical and ~~inflationary~~thermal ~~pressures~~coal ~~should~~pricing ~~provide~~is ~~continued~~still ~~price~~higher ~~support~~compared ~~for~~to ~~metallurgical~~long-term ~~and~~historical ~~thermal~~norms. ~~coal~~It inappears ~~2024,~~a ~~despite~~new ~~headwinds~~price floor has resulted from input ~~lower~~cost ~~steel~~inflation as ~~demand~~well ~~and~~as ~~the~~ongoing ~~long-term~~labor ~~secular~~shortages ~~decline~~and inoperators' ~~thermal~~limited ~~energy~~access ~~production~~to capital.

We continue to explore and identify carbon neutral revenue sources across our large portfolio of surface, mineral, and timber assets, including the ~~permanent~~ sequestration of carbon dioxide in our underground ~~and~~pore inspace and standing forests, lithium production, and the generation of electricity using geothermal, solar, and wind energy,. asWe ~~well~~were asnotified ~~lithium~~that ~~production.~~the ~~While~~previously ~~the~~announced ~~timing~~underground ~~and~~carbon ~~likelihood~~sequestration oflease ~~additional~~agreement ~~cash~~executed ~~flows~~in ~~being~~2022 ~~realized~~would ~~from~~not ~~these~~be ~~activities~~renewed for isanother ~~uncertain,~~lease weterm ~~believe our~~and ~~large~~has ~~ownership~~been ~~footprint~~terminated ~~throughout~~as per the ~~United~~lessee's ~~States~~rights ~~provides additional opportunities to create value~~ in ~~this~~the ~~regard with minimal capital investment by us~~agreement.

Soda Ash Business Segment

Revenues and other income during the year ended December 31, ~~2023~~2024 ~~were higher by~~ decreased $1355.63 million, or 2375%, as compared to the prior year primarily due to ~~higher~~lower ~~sales~~international ~~prices~~soda ~~driven~~ash bysales ~~strong~~prices ~~demand~~due ~~domestically, partially~~to ~~offset~~increased byglobal ~~lower~~ soda ash ~~production~~capacity and ~~sales~~weaker ~~volumes.~~global demand for new construction and automobiles.

Cash provided by operating activities and free cash flow during the year ended December 31, ~~2023~~2024 ~~increased~~ decreased $3642.56 million as compared to the prior year ~~period~~as ~~due~~the todecline ~~higher~~in ~~distributions~~revenues ~~received~~and ~~from~~other ~~Sisecam~~income ~~Wyoming~~resulted in ~~2023~~lower ~~stemming~~cash distributions received from Sisecam Wyoming~~'s strong~~ ~~operating~~during ~~performance in~~ the ~~first~~year ~~half~~ended ofDecember ~~the~~31, ~~year~~2024.

~~Strong~~We ~~sales~~expect soda ash prices atto ~~Sisecam~~remain ~~Wyoming~~low for the ~~year~~foreseeable ~~ended~~future ~~December~~as ~~31,~~it ~~2023 more~~will ~~than~~take ~~offset~~several ~~input~~years ~~cost~~for ~~inflation,~~the ~~supply~~market ~~chain~~to ~~difficulties,~~absorb ~~and~~ the influx of ~~supply~~new ~~from~~global ~~China~~capacity. However, inmany ~~the~~producers ~~latter~~are ~~part~~currently ofoperating ~~the~~below ~~year.~~cost ~~However,~~of weproduction ~~believe this~~as ~~increase~~the inmarket ~~global~~is ~~soda~~experiencing ~~ash~~its ~~production~~lowest ~~will~~sales ~~result~~prices in andecades. As ~~oversupplied~~this challenging market ~~and~~persists, adistributions ~~decline~~from inSisecam ~~soda~~Wyoming ~~ash~~are ~~prices~~expected into ~~2024~~be below historical levels.

31 41

Table of Contents

Results of Operations

Year Ended December 31, ~~2023~~2024 and ~~2022~~2023 Compared

Revenues and Other Income

The following table includes our revenues and other income by operating segment:

	For the Year Ended December 31,				~~Increase~~			Percentage
Operating Segment (In thousands)	~~2023~~2024		~~2022~~2023		(Decrease)			Change
Mineral Rights	$	~~296~~249,~~612~~872	$	~~329~~296,~~167~~612	$	(3246,~~555~~740	)		(1016	)%
Soda Ash		7318,~~397~~135		5973,~~795~~397		13(55,~~602~~262	)		23(75	)%
Total	$	~~370~~268,~~009~~007	$	~~388~~370,~~962~~009	$	(18102,~~953~~002	)		(528	)%

Table of Contents

The changes in revenues and other income are discussed for each of the operating segments below:

Table of Contents

Mineral Rights

The following table presents coal sales volumes, coal royalty revenue per ton and coal royalty revenues by major coal producing region, the significant categories of other revenues and other income:

	For the Year Ended December 31,						Increase			Percentage
(In thousands, except per ton data)	~~2023~~2024			~~2022~~2023			(Decrease)			Change
Coal sales volumes (tons)
Appalachia
Northern		1,~~145~~031			1,~~696~~145			(~~551~~114	)		(3210	)%
Central		1314,~~927~~137			13,~~646~~927			~~281~~210			2	%
Southern		2,~~670~~661			12,~~784~~670			~~886~~(9	)		50(0	)%
Total Appalachia		17,~~742~~829			17,~~126~~742			~~616~~87			40	%
Illinois Basin		85,~~119~~723			118,~~135~~119			(32,~~016~~396	)		(2730	)%
Northern Powder River Basin		42,~~589~~826			4,~~288~~589			~~301~~(1,763	)		7(38	)%
Gulf Coast		1,~~477~~342			~~385~~1,477			~~1,092~~(135	)		~~284~~(9	)%
Total coal sales volumes		3127,~~927~~720			3231,~~934~~927			(14,~~007~~207	)		(313	)%
Coal royalty revenue per ton
Appalachia
Northern	$	73.1525		$	87.7515		$	(13.6090	)		(1855	)%
Central		87.9513			108.4795			(1.5282	)		(1520	)%
Southern		1210.8122			1312.5081			(02.6959	)		(520	)%
Illinois Basin		32.6126			23.5061			(1.1135	)		44(37	)%
Northern Powder River Basin		4.5087			4.0750			0.4337			118	%
Gulf Coast		0.6680			0.5866			0.0814			1421	%
Combined average coal royalty revenue per ton		65.8374			6.9083			(01.0709	)		(116	)%
Coal royalty revenues
Appalachia
Northern	$	83,~~192~~348		$	148,~~836~~192		$	(64,~~644~~844	)		(4559	)%
Central		~~124~~100,~~631~~845			~~142~~124,~~930~~631			(1823,~~299~~786	)		(1319	)%
Southern		3427,~~205~~185			2434,~~076~~205			10(7,~~129~~020	)		42(21	)%
Total Appalachia		~~167~~131,~~028~~378			~~181~~167,~~842~~028			(1435,~~814~~650	)		(821	)%
Illinois Basin		2912,~~350~~927			2729,~~856~~350			1(16,~~494~~423	)		5(56	)%
Northern Powder River Basin		2013,~~666~~768			1720,~~437~~666			3(6,~~229~~898	)		19(33	)%
Gulf Coast		~~969~~1,069			~~223~~969			~~746~~100			~~335~~10	%
Unadjusted coal royalty revenues		~~218~~159,~~013~~142			~~227~~218,~~358~~013			(958,~~345~~871	)		(427	)%
Coal royalty adjustment for minimum leases		(2109	)		(~~402~~2	)		~~400~~(107	)		~~100~~(5,350	)%
Total coal royalty revenues	$	~~218~~159,~~011~~033		$	~~226~~218,~~956~~011		$	(858,~~945~~978	)		(427	)%
Other revenues
Production lease minimum revenues	$	34,~~322~~365		$	53,~~854~~322		$	(21,~~532~~043	)		~~(43~~31	)%
Minimum lease straight-line revenues		1916,~~389~~530			1819,~~792~~389			~~597~~(2,859	)		3(15	)%
Carbon neutral initiative revenues		2,969			8,600			(5,631	)		(65	)%
Carbon neutral revenues		15,703			2,969			12,734			429	%
Wheelage revenues		129,~~191~~324			1312,~~961~~191			(12,~~770~~867	)		(1324	)%
Property tax revenues		67,~~219~~100			56,~~878~~219			~~341~~881			614	%
Coal overriding royalty revenues		2,~~175~~358			32,~~434~~175			~~(1,259~~183	)		~~(37~~8	)%
Lease amendment revenues		3,~~070~~724			3,~~201~~070			~~(131~~654	)		(421	)%
Aggregates royalty revenues		2,~~876~~904			32,~~299~~876			~~(423~~28	)		~~(13~~1	)%
Oil and gas royalty revenues		78,~~387~~566			167,~~161~~387			(81,~~774~~179	)		~~(54~~16	)%
Other revenues		14,~~124~~542			~~877~~1,124			~~247~~3,418			28304	%
Total other revenues	$	6075,~~722~~116		$	8060,~~057~~722		$	~~(19~~14,~~335~~394	)		(24	)%
Royalty and other mineral rights	$	~~278~~234,~~733~~149		$	~~307~~278,~~013~~733		$	(2844,~~280~~584	)		(916	)%
Transportation and processing services revenues		1410,~~923~~878			2114,~~072~~923			(64,~~149~~045	)		(2927	)%
Gain on asset sales and disposals		24,~~956~~845			12,~~082~~956			1,~~874~~889			~~173~~64	%
Total Mineral Rights segment revenues and other income	$	~~296~~249,~~612~~872		$	~~329~~296,~~167~~612		$	(3246,~~555~~740	)		(1016	)%

33 43

Table of Contents

Coal Royalty Revenues

Approximately 7075% of coal royalty revenues and approximately 5055% of coal royalty sales volumes were derived from metallurgical coal during the year ended December 31, ~~2023~~2024. Total coal royalty revenues decreased $859.90 million from ~~2022~~2023 to ~~2023~~2024. The discussion by region is as follows:

• Appalachia: Coal royalty revenues decreased $1435.87 million primarily due to decreased metallurgical coal sales prices during the year ended December 31, ~~2023~~2024, as compared to the prior year.

• Illinois Basin: Coal royalty revenues ~~increased~~decreased $116.54 million primarily due to ~~higher~~lower thermal coal sales ~~prices,~~volumes ~~partially~~and ~~offset~~prices ~~by lower coal sales volumes~~ as compared to the prior year.

• Northern Powder River Basin: Coal royalty revenues ~~increased~~decreased $36.29 million primarily due to ~~increased~~decreased sales volumes ~~and higher coal sales prices~~ during the year ended December 31, ~~2023~~2024, as compared to the prior year. The ~~increase~~decrease in sales volumes was due to our lessee mining ~~more~~less on our property during ~~2023~~2024 as compared to ~~2022~~2023 in accordance with its mine plan.

Other Revenues

Other revenues ~~decreased~~ increased $1914.34 million during the year ended December 31, ~~2023~~2024 as compared to the prior year primarily ~~due~~driven by carbon neutral revenues received from a third party related to ~~the~~its ~~following:~~creation of California Air Resources Board carbon offset credits from our properties.

• An $8.8 million decrease in oil and gas revenues primarily as a result of decreased natural gas prices as compared to the prior year;

•	A $5.6 million decrease in carbon neutral initiative revenues as compared to the prior year. Carbon neutral initiative revenues recognized in 2023 primarily related to subsurface CO2 storage and forest offset credits. Carbon neutral initiative revenues recognized in 2022 primarily related to subsurface CO2 storage and geothermal energy transactions; and
•	A $2.5 million decrease in production lease minimum revenues primarily as a result of a decrease in breakage revenues as compared to the prior year.

Transportation and Processing Services Revenues

Transportation and processing services revenues decreased $64.10 million during the year ended December 31, ~~2023~~2024 as compared to the prior year primarily due to a temporary relocation of certain production off of NRP's coal reserves. The fee per ton associated with the transportation and processing of the non-NRP coal is less than the fee per ton associated with the transportation and processing of NRP coal.

Soda Ash

Revenues and other income related to our Soda Ash segment ~~increased~~ decreased $1355.63 million compared to the prior year primarily due to ~~higher~~lower ~~sales~~international ~~prices~~soda ~~driven~~ash bysales ~~strong~~prices ~~demand~~due ~~domestically, partially~~to ~~offset~~increased byglobal ~~lower~~ soda ash ~~production~~capacity and ~~sales~~weaker ~~volumes~~global demand for new construction and automobiles.

Operating ~~and Other~~ Expenses

The following table presents the significant categories of our consolidated operating ~~and other~~ expenses:

	For the Year Ended December 31,				~~Increase~~			Percentage
(In thousands)	~~2023~~2024		~~2022~~2023		(Decrease)			Change
Operating expenses
Operating and maintenance expenses	$	3228,~~315~~036	$	3432,~~903~~315	$	(24,~~588~~279	)		(713	)%
Depreciation, depletion and amortization		1815,~~489~~535		2218,~~519~~489		(42,~~030~~954	)		(1816	)%
General and administrative expenses		2625,~~111~~151		2126,~~852~~111		~~4,259~~(960	)		19(4	)%
Asset impairments		~~556~~87		~~4,457~~556		(~~3,901~~469	)		(8884	)%
Total operating expenses	$	7768,~~471~~809	$	8377,~~731~~471	$	(68,~~260~~662	)		(711	)%
Other expenses, net
Interest expense, net	$	14,103	$	26,274	$	(12,171	)		(46	)%
Loss on extinguishment of debt		—		10,465		(10,465	)		(100	)%
Total other expenses, net	$	14,103	$	36,739	$	(22,636	)		(62	)%

Total operating expenses decreased $68.7 million primarily due to a $4.3 million decrease in operating and maintenance expenses during the year ended December 31, 2024 and a $3.0 million decrease in depreciation, depletion and amortization compared to the prior year. The decrease in operating and maintenance expenses was primarily due to lower overriding royalty expense from an agreement with WPPLP during the ~~following:~~year ended December 31, 2024 as compared to the year ended December 31, 2023. This overriding royalty expense is fully offset by coal royalty revenue we receive from this property. This decrease in operating and maintenance expense was partially offset by higher bad debt expense during the year ended December 31, 2024 as compared to the prior year. The decrease in depreciation, depletion and amortization was primarily due to lower coal production from certain Illinois Basin and Northern Powder River Basin properties during the year ended December 31, 2024 as compared to the prior year.

•Interest AExpense, $2.6 million decrease in operating and maintenance expenses primarily as a result of lower overriding royalty expense from an agreement with Western Pocahontas Properties Limited Partnership ("WPPLP") in 2023 as compared to 2022. This overriding royalty expense is fully offset by coal royalty revenue we receive from this property.Net

•Interest Aexpense, net increased $31.9 5 million ~~decrease~~primarily indue ~~asset~~to ~~impairments~~higher borrowings outstanding on the Opco Credit Facility during the year ended December 31, 2024 as compared to the ~~prior~~ year ended December 31, 2023.

• A $4.0 million decrease in depreciation, depletion and amortization expense primarily driven by lower Illinois Basin coal royalty sales volumes during the year ended December 31, 2023, as compared to the prior year. 44

These decreases were partially offset by a $4.3 million increase in general and administrative expenses primarily due to higher long-term incentive expense during the year ended December 31, 2023, as compared to the prior year.

Total other expenses, net decreased $22.6 million primarily due to a $12.2 million decrease in interest expense, net as a result of less debt outstanding during 2023 as compared to the prior year, and a $10.5 million decrease related to the loss on early extinguishment of debt related to the retirement of the 2025 Senior Notes during the year ended December 31, 2022.

Table of Contents

Adjusted EBITDA (Non-GAAP Financial Measure)

The following table reconciles net income (loss) (the most comparable GAAP financial measure) to Adjusted EBITDA by business segment:

	Operating Segments					Corporate and
For the Year Ended (In thousands)	Mineral Rights		Soda Ash			Financing			Total
December 31, 2024
Net income (loss)	$	206,403	$	17,964		$	(40,723	)	$	183,644
Less: equity earnings from unconsolidated investment		—		(18,135	)		—			(18,135	)
Add: total distributions from unconsolidated investment		—		38,781			—			38,781
Add: interest expense, net		—		—			15,554			15,554
Add: depreciation, depletion and amortization		15,517		—			18			15,535
Add: asset impairments		87		—			—			87
Adjusted EBITDA	$	222,007	$	38,610		$	(25,151	)	$	235,466
December 31, 2023
Net income (loss)	$	245,527	$	73,140		$	(40,232	)	$	278,435
Less: equity earnings from unconsolidated investment		—		(73,397	)		—			(73,397	)
Add: total distributions from unconsolidated investment		—		81,478			—			81,478
Add: interest expense, net		—		—			14,103			14,103
Add: depreciation, depletion and amortization		18,471		—			18			18,489
Add: asset impairments		556		—			—			556
Adjusted EBITDA	$	264,554	$	81,221		$	(26,111	)	$	319,664
December 31, 2022
Net income (loss)	$	267,448	$	59,635		$	(58,591	)	$	268,492
Less: equity earnings from unconsolidated investment		—		(59,795	)		—			(59,795	)
Add: total distributions from unconsolidated investment		—		44,835			—			44,835
Add: interest expense, net		—		—			26,274			26,274
Add: loss on extinguishment of debt		—		—			10,465			10,465
Add: depreciation, depletion and amortization		22,519		—			—			22,519
Add: asset impairments		4,457		—			—			4,457
Adjusted EBITDA	$	294,424	$	44,675		$	(21,852	)	$	317,247

Net income ~~increased~~decreased $994.98 million ~~primarily~~as ~~due~~compared to the ~~decrease~~prior inyear primarily ~~operating~~due ~~and~~to ~~other expenses, net, partially offset by~~ the decrease in revenues and other income, ~~both~~as discussed above. Adjusted EBITDA ~~increased~~ decreased $284.42 million ~~primarily due to a $36.5 million increase in Adjusted EBITDA within our Soda Ash segment~~ as ~~a result of higher cash distributions received from Sisecam Wyoming during the year ended December 31, 2023 as~~ compared to the prior year primarily due to ~~Sisecam Wyoming's strong operating performance in the first half of 2023. This increase was partially offset by~~ a $2942.95 million decrease in Adjusted EBITDA within our Mineral Rights segment as a result of lower revenues and other income during the year ended December 31, ~~2023~~2024 as discussed above and a $442.36 million decrease in Adjusted EBITDA within our ~~Corporate~~Soda ~~and~~Ash ~~Financing~~ segment asprimarily adue ~~result~~to oflower ~~the increase~~distributions inreceived ~~general~~from ~~and~~Sisecam ~~administrative~~Wyoming ~~expenses~~ during the year ended December 31, ~~2023 as discussed above~~2024.

Distributable Cash Flow ("DCF") and Free Cash Flow ("FCF") (Non-GAAP Financial Measures)

The following table presents the three major categories of the statement of cash flows by business segment:

	Operating Segments					Corporate and
For the Year Ended (In thousands)	Mineral Rights			Soda Ash		Financing			Total
December 31, 2024
Cash flow provided by (used in)
Operating activities	$	242,168		$	38,610	$	(32,285	)	$	248,493
Investing activities		7,511			—		—			7,511
Financing activities		(1,086	)		—		(236,463	)		(237,549	)
December 31, 2023
Cash flow provided by (used in)
Operating activities	$	259,983		$	81,207	$	(30,212	)	$	310,978
Investing activities		5,426			—		(10	)		5,416
Financing activities		(583	)		—		(342,913	)		(343,496	)
December 31, 2022
Cash flow provided by (used in)
Operating activities	$	262,807		$	44,672	$	(40,641	)	$	266,838
Investing activities		2,806			—		(118	)		2,688
Financing activities		(614	)		—		(365,341	)		(365,955	)

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The following tables reconcile net cash provided by (used in) operating activities (the most comparable GAAP financial measure) by business segment to DCF and FCF:

	Operating Segments					Corporate and
For the Year Ended (In thousands)	Mineral Rights			Soda Ash		Financing			Total
December 31, 2024
Net cash provided by (used in) operating activities	$	242,168		$	38,610	$	(32,285	)	$	248,493
Add: proceeds from asset sales and disposals		4,846			—		—			4,846
Add: return of long-term contract receivable		2,665			—		—			2,665
Distributable cash flow	$	249,679		$	38,610	$	(32,285	)	$	256,004
Less: proceeds from asset sales and disposals		(4,846	)		—		—			(4,846	)
Free cash flow	$	244,833		$	38,610	$	(32,285	)	$	251,158
December 31, 2023
Net cash provided by (used in) operating activities	$	259,983		$	81,207	$	(30,212	)	$	310,978
Add: proceeds from asset sales and disposals		2,963			—		—			2,963
Add: return of long-term contract receivable		2,463			—		—			2,463
Less: maintenance capital expenditures		—			—		(10	)		(10	)
Distributable cash flow	$	265,409		$	81,207	$	(30,222	)	$	316,394
Less: proceeds from asset sales and disposals		(2,963	)		—		—			(2,963	)
Free cash flow	$	262,446		$	81,207	$	(30,222	)	$	313,431

	Operating Segments					Corporate and
For the Year Ended (In thousands)	Mineral Rights			Soda Ash		Financing			Total
December 31, 2022
Net cash provided by (used in) operating activities	$	262,807		$	44,672	$	(40,641	)	$	266,838
Add: proceeds from asset sales and disposals		1,083			—		—			1,083
Add: return of long-term contract receivable		1,723			—		—			1,723
Less: maintenance capital expenditures		—			—		(118	)		(118	)
Distributable cash flow	$	265,613		$	44,672	$	(40,759	)	$	269,526
Less: proceeds from asset sales and disposals		(1,083	)		—		—			(1,083	)
Free cash flow	$	264,530		$	44,672	$	(40,759	)	$	268,443

Cash provided by operating activities, DCF and FCF decreased $62.5 million, $60.4 million and $62.3 million, respectively from 2023 to 2024. The discussion by segment is as follows:

• Mineral Rights Segment: Cash provided by operating activities, DCF and FCF ~~increased~~ decreased $4417.1 8 million, $4615.9 7 million and $4517.0 6 million, respectively, ~~from 2022~~primarily due to ~~2023.~~ ~~The~~lower ~~discussion by~~metallurgical ~~segment~~coal issales prices and lower thermal coal sales prices and volumes during 2024 as ~~follows~~compared to the prior year, partially offset by cash received from one-time carbon neutral revenues in 2024.

• ~~Mineral~~Soda ~~Rights~~Ash Segment: Cash provided by operating activities, DCF and FCF decreased $242.86 million, ~~$0.2 million and $2.1 million, respectively~~ primarily due to ~~the~~lower ~~segment's~~distributions ~~decrease~~received infrom ~~revenues~~Sisecam ~~and~~Wyoming ~~other~~in ~~income~~2024 as ~~discussed~~compared ~~above~~to 2023.

• ~~Soda~~Corporate ~~Ash~~and Financing Segment: Cash ~~provided~~used byin operating activities, ~~DCF and FCF~~ increased $362.51 million asprimarily adue ~~result~~to of higher cash ~~distributions~~paid ~~received~~for ~~from~~interest ~~Sisecam~~resulting ~~Wyoming~~from inhigher ~~2023~~borrowings ~~driven~~outstanding byon ~~Sisecam~~the ~~Wyoming's~~Opco ~~strong~~Credit ~~operating~~Facility ~~performance~~during in the ~~first~~year ~~half~~ended ofDecember ~~2023~~31, 2024.

•For ~~Corporate~~discussion ~~and~~of ~~Financing~~our ~~Segment:~~Results ~~Cash~~of ~~used~~Operations incomparing 2023 ~~operating~~to ~~activities~~2022, ~~decreased~~refer ~~$10.4~~to ~~million~~our ~~and~~2023 Annual ~~DCF~~Report ~~and~~on ~~FCF~~Form ~~increased $~~10.5-K ~~million~~filed ~~primarily~~March ~~due~~7, to2024 under ~~lower~~Part ~~cash~~II, ~~paid~~"Item ~~for~~7. ~~interest~~Management's inDiscussion ~~2023~~and asAnalysis aof ~~result~~Financial ofCondition ~~the~~and ~~retirement~~Results of ~~the 2025 Senior Notes in 2022~~Operations."

For discussion of our Results of Operations comparing 2022 to 2021, refer to our 2022 Annual Report on Form 10-K filed March 3, 2023 under Part II, "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." 46

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Liquidity and Capital Resources

Current Liquidity

As of December 31, ~~2023~~2024, we had total liquidity of $71116.27 million, consisting of $1230.04 million of cash and cash equivalents and $5986.2 3 million in borrowing capacity under our Opco Credit Facility. We have debt service obligations, including approximately $3114 million of principal repayments on Opco’s senior notes in ~~2024~~2025. As of December 31, ~~2023~~2024 our leverage ratio was 0.5x6x. The following table calculates our leverage ratio:

(In thousands)	For the Year Ended December 31, ~~2023~~2024
Adjusted EBITDA	$	~~319~~235,~~664~~466
Debt—at December 31, 2023	$	155,525
Debt—at December 31, 2024	$	142,347
Leverage Ratio	0.5x6x

Cash Flows

Year Ended December 31, ~~2023~~2024 and ~~2022~~2023 Compared

Cash flows provided by operating activities ~~increased~~ decreased $4462.15 million, from $~~266~~311.80 million during the year ended December 31, ~~2022~~2023 to $~~311~~248.05 million during the year ended December 31, ~~2023~~2024 primarily due to ~~increased~~decreased cash flow within our ~~Soda~~Mineral ~~Ash~~Rights and ~~Corporate~~ ~~and~~Soda ~~Financing~~Ash segments, ~~partially offset by decreased cash flow within our Mineral Rights segment,~~ all discussed above.

Cash flows used in financing activities decreased $22105.59 million, from $~~366~~343.05 million used during the year ended December 31, ~~2022~~2023 to $~~343~~237.5 million used during the year ended December 31, ~~2023~~2024 primarily due to the following:

• $~~300~~106.07 million of decreased cash used tofor ~~retire~~ the ~~2025~~redemption ~~Senior~~of ~~Notes~~preferred units in ~~2022~~2024 as compared to 2023;

• $~~178~~81.84 million of ~~increased~~decreased ~~borrowings~~debt onrepayments ~~the~~in ~~Opco~~2024 ~~Credit~~as ~~Facility~~compared into 2023; and

	•	$19.3 million of cash used to redeem the preferred units paid-in-kind in 2022;
	•	$9.1 million of decreased cash used for other items, net primarily due to the premiums paid related to the retirement of the 2025 Senior Notes in 2022; and

•

$15.7 million decreased distributions to preferred unitholders in 2024 as compared to 2023.

• $8.2 million of decreased cash used for preferred unit distributions as a result of the preferred unit redemptions in 2023.

These decreases in cash flow used were partially offset by the following:

• $~~178~~81.30 million of ~~cash~~decreased ~~used~~borrowings toon ~~redeem~~ the ~~preferred~~Opco ~~units~~Credit Facility in 2024 as compared to 2023; • $~~223~~9.06 million of increased cash used tofor ~~repay~~the awarrant ~~portion~~settlements ofin ~~the~~2024 ~~Opco~~as ~~Credit~~compared ~~Facility~~to in 2023; • $564.19 million of increased cash used tofor ~~settle~~other ~~certain~~items, ofnet ~~our~~in ~~warrants~~2024 inas compared to 2023; and • $352.52 million of increased ~~cash~~ distributions to common unitholders and the general partner ~~as a result of the special cash distribution of $2.43/unit made~~ in ~~the~~2024 ~~first~~as ~~quarter~~compared ~~of 2023 in addition~~ to ~~increasing our common unit distributions to $0~~2023.~~75/unit beginning in the second quarter of 2022.~~

For discussion of our Cash Flows comparing ~~2022~~2023 to ~~2021~~2022, refer to our ~~2022~~2023 Annual Report on Form 10-K filed March 37, ~~2023~~2024 under Part II, "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations."

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Capital Resources and Obligations

Debt, Net

We had the following debt outstanding as of December 31, ~~2023~~2024 and ~~2022~~2023:

	December 31,
(In thousands)	~~2023~~2024		~~2022~~2023
Current portion of long-term debt, net	$	3014,~~785~~192	$	3930,~~076~~785
Long-term debt, net		~~124~~127,~~273~~876		~~129~~124,~~205~~273
Total debt, net	$	~~155~~142,~~058~~068	$	~~168~~155,~~281~~058

We have been and continue to be in compliance with the terms of the financial covenants contained in our debt agreements. For additional information regarding our debt and the agreements governing our debt, including the covenants contained therein, see "Item 8. Financial Statements and Supplementary Data—Note 11. Debt, Net" in this Annual Report on Form 10-K.

Debt Obligations

The following table reflects our long-term, non-cancelable debt obligations as of December 31, ~~2023~~2024:

	Payments Due by Period
Debt Obligations (In thousands)	Total		~~2024~~2025		~~2025~~2026		~~2026~~2027		~~2027~~2028		~~2028~~2029		Thereafter
Opco:
Debt principal payments (including current maturities) (1)	$	~~155~~142,~~525~~347	$	3114,~~028~~332	$	14,~~332~~331	$	~~14,331~~—	$	~~95,834~~—	$	-113,684	$	—
Debt interest payments (2)		42,~~899~~175		21,~~724~~450		~~1,450~~725		~~725~~—		—		—		—
Total	$	~~160~~144,~~424~~522	$	3315,~~752~~782	$	15,~~782~~056	$	~~15,056~~—	$	~~95,834~~—	$	—113,684	$	—

⁽¹⁾	The amounts indicated in the table include principal due on Opco’s senior notes and credit facility.

⁽²⁾	The amounts indicated in the table include interest due on Opco’s senior notes.

Preferred Units and Warrants

As of December 31, 2023 there were 71,666 preferred units outstanding. As of December 31, 2022 there were 250,000 preferred units outstanding. As of December 31, 2023 there were 1,540,000 warrants with a strike price of $34.00 outstanding. As of December 31, 2022 there were 3,002,500 warrants outstanding, which included warrants to purchase 752,500 common units at a strike price of $22.81 and warrants to purchase 2,250,00 common units with a strike price of $34.00. For more information on our preferred units and warrants, see "Item 8. Financial Statements and Supplementary Data—Note 4. Class A Convertible Preferred Units and Warrants" in this Annual Report on Form 10-K.

Inflation

Despite rising costs beginning in 2021 and continuing into ~~2023~~2024, inflation did not have a material impact on operations for the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022.

Environmental Regulation

For additional information on environmental regulation that may have a material impact on our business, see "Items 1. and 2. Business and Properties—Regulation and Environmental Matters."

Related Party Transactions

The information required by this Item is included under "Item 8. Financial Statements and Supplementary Data—Note 13. Related Party Transactions" and "Item 13. Certain Relationships and Related Transactions, and Director Independence" in this Annual Report on Form 10-K and is incorporated by reference herein.

38 48

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Summary of Critical Accounting Estimates

Preparation of the accompanying financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. See "Item 8. Financial Statements and Supplementary Data—Note 2. Summary of Significant Accounting Policies" in the audited Consolidated Financial Statements of this Form 10-K for discussion of our significant accounting policies. The following critical accounting policies are affected by estimates and assumptions used in the preparation of Consolidated Financial Statements. We evaluate our estimates and assumptions on a regular basis. Actual results could differ from those estimates.

Revenues

Mineral Rights Segment Revenues

Royalty-based leases. Approximately two-thirds of our royalty-based leases have initial terms of five to 40 years, with substantially all lessees having the option to extend the lease for additional terms. For these types of leases, the lessees generally make payments to us based on the greater of a percentage of the gross sales price or a fixed price per ton of mineral mined and sold. Most of our coal and aggregates royalty leases require the lessee to pay quarterly or annual minimum amounts, either made in advance or arrears, which are generally recoupable through actual royalty production over certain time periods that generally range from three to five years.

We have defined our coal and aggregates royalty lease performance obligation as providing the lessee the right to mine and sell our coal or aggregates over the lease term. We then evaluated the likelihood that consideration we expected to receive from our lessees resulting from production would exceed consideration expected to be received from minimum payments over the lease term.

As a result of this evaluation, revenue recognition from our royalty-based leases is based on either production or minimum payments as follows:

•

Production Leases: Leases for which we expect that consideration from production will be greater than consideration from minimums over the lease term. Revenue for these leases is recognized over time based on production as royalty revenues, as applicable. Deferred revenue from minimums is recognized as royalty revenues when recoupment occurs or as production lease minimum revenues when the recoupment period expires. In addition, we recognize breakage revenue from minimums when we determine that recoupment is remote. This breakage revenue is included in production lease minimum revenues.

•

Minimum Leases: Leases for which we expect that consideration from minimums will be greater than consideration from production over the lease term. Revenue for these leases is recognized straight-line over the lease term based on the minimum consideration amount as minimum lease straight-line revenues.

This evaluation is performed at the inception of the lease and only reassessed upon modification or renewal of the lease.

Mineral Rights

Mineral rights owned and leased are recorded at its original cost of construction or, upon acquisition, at fair value of the assets acquired. Coal and aggregates mineral rights are depleted on a unit-of-production basis by lease, based upon minerals mined in relation to the net cost of the mineral properties and estimated economic tonnage as estimated by our internal reserve engineers. The technologies and economic data used by our internal reserve engineers in the estimation of our economic tonnage include, but are not limited to, drill logs, geophysical logs, geologic maps including isopach, mine, and coal quality, cross sections, statistical analysis, and available public production data. There are numerous uncertainties inherent in estimating the quantities and qualities of economic tonnage, including many factors beyond our control. Estimates of economically recoverable tonnage depend upon a number of variable factors and assumptions, any one of which may, if incorrect, result in an estimate that varies considerably from actual results.

Asset Impairment

We have developed procedures to evaluate our long-lived assets, including intangible assets, for possible impairment periodically or whenever events or changes in circumstances indicate an asset's net book value may not be recoverable. Potential events or circumstances include, but are not limited to, specific events such as a reduction in economically recoverable tons or production ceasing on a property for an extended period. A long-lived asset is deemed impaired when the future expected undiscounted cash flows from its use and disposition is less than the asset's net book value. Impairment is measured based on the estimated fair value, which is usually determined based upon the present value of the projected future cash flow compared to the asset's net book value. We believe our estimates of cash flows and discount rates are consistent with those of principal market participants.

We evaluate our equity investment for impairment when events or changes in circumstances indicate, in management’s judgment, that the carrying value of such investment may have experienced an other-than-temporary decline in value. When evidence of loss in value has occurred, management compares the estimated fair value of the investment to the carrying value of the investment to determine whether impairment has occurred. If the estimated fair value is less than the carrying value and management considers the decline in value to be other than temporary, the excess of the carrying value over the estimated fair value is recognized in the financial statements as an impairment loss. The fair value of the impaired investment is based on quoted market prices, or upon the present value of expected cash flows using discount rates believed to be consistent with those used by principal market participants, plus market analysis of comparable assets owned by the investee, if appropriate.

Recently Adopted Accounting Standards

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07—Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures ("ASU 2023-07"). The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about segment expenses. The adoption of ASU 2023-07 with our 2024 Form 10-K did not have a material impact on our Consolidated Financial Statements. See "Item 8. Financial Statements and Supplementary Data—Note 7. Segment Information" for more information.

Recent Accounting Standards

In November ~~2023~~2024, the FASB issued ASU ~~No. 2023~~2024-~~07—Segment~~03, ~~Reporting (Topic~~Income ~~280)~~Statement—~~Improvements~~Reporting toComprehensive ~~Reportable~~Income—Expense ~~Segment~~Disaggregation Disclosures ("ASU ~~2023~~2024-0703"). ~~The~~ASU ~~amendments~~2024-03 inis ~~ASU~~intended ~~2023-07~~to improve ~~reportable~~disclosures ~~segment~~about ~~disclosure~~a ~~requirements,~~public ~~primarily~~business ~~through~~entity's ~~enhanced~~expenses ~~disclosures~~and provide more detailed information to investors about ~~segment~~the types of expenses. in commonly presented expense captions. The guidance is effective for annual periods beginning after December 15, 2026 and ~~interim~~quarterly periods beginning after December 1531, ~~2023~~2027 and iscan be adopted prospectively to befinancial ~~adopted~~statements issued for reporting periods after the effective date or retrospectively to all prior periods presented in the financial statements. We doare ~~not~~currently ~~expect~~evaluating the ~~adoption~~potential impact of ~~ASU~~this ~~2023-07 to~~guidance ~~have a material effect~~ on our ~~Consolidated Financial Statements~~disclosures.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk, which includes adverse changes in commodity prices and interest rates as discussed below:

Commodity Price Risk

Our revenues, operating results, financial condition and ability to borrow funds or obtain additional capital depend substantially on prevailing commodity prices. Historically, coal prices have been volatile, with prices fluctuating widely, and are likely to continue to be volatile. Depressed prices in the future would have a negative impact on our future financial results. In particular, substantially lower prices would significantly reduce revenues and could potentially trigger an impairment of our coal properties or a violation of certain financial debt covenants. Because substantially all our reserves are coal, changes in coal prices have a more significant impact on our financial results.

We are dependent upon the effective marketing of the coal mined by our lessees. Our lessees sell the coal under various long-term and short-term contracts as well as on the spot market. Current conditions in the coal industry may make it difficult for our lessees to extend existing contracts or enter into supply contracts with terms of one year or more. Our lessees' failure to negotiate long-term contracts could adversely affect the stability and profitability of our lessees' operations and adversely affect our future financial results. If more coal is sold on the spot market, coal royalty revenues may become more volatile due to fluctuations in spot coal prices.

The market price of soda ash and energy costs directly affects the profitability of Sisecam Wyoming's operations. If the market price for soda ash declines, Sisecam Wyoming's sales revenues will decrease. Historically, the global market and, to a lesser extent, the domestic market for soda ash have been volatile and are likely to remain volatile in the future.

The following table shows the fluctuations of our commodity prices over the past three years:

	2023		2022		2021
	2024		2023		2022
Combined average coal royalty revenue per ton	$	65.8374	$	6.9083	$	46.4790
Soda ash average sales price per short ton	$	~~284~~235.9760	$	~~270~~284.4297	$	~~191~~270.9742

Interest Rate Risk

Our exposure to changes in interest rates results from our borrowings under the Opco Credit Facility, which is subject to variable interest rates based upon SOFR. At December 30, ~~2023~~2024, we had $95113.87 million in borrowings outstanding under the Opco Credit Facility. If interest rates were to increase by 1%, annual interest expense would increase approximately $91.61 million, assuming the same principal amount remained outstanding during the year.

Fair Value of Financial Assets and Liabilities

Our financial assets and liabilities consist of cash and cash equivalents, a contract receivable and debt. The carrying amounts reported on the Consolidated Balance Sheets for cash and cash equivalents approximate fair value due to their short-term nature. We use available market data and valuation methodologies to estimate the fair value of our debt and contract receivable.

The following table shows the carrying value and estimated fair value of our debt and contract receivable:

December 31,

2023

2022

2024

2023

Carrying

Estimated

Carrying

Estimated

(In thousands)

Fair Value Hierarchy Level

Value

Fair Value

Value

Fair Value

Debt:

Opco Senior Notes (1)

5928,~~224~~384

5627,~~533~~498

9859,~~281~~224

9656,~~060~~533

Opco Credit Facility (2)

95113,~~834~~684

95113,~~384~~684

7095,~~000~~834

7095,~~000~~384

Assets:

Contract receivable, net (current and long-term) (3)

2826,~~946~~321

2422,~~492~~776

3128,~~371~~946

24,~~833~~492

⁽¹⁾	The fair value of the Opco Senior Notes was estimated by management utilizing the present value replacement method incorporating the interest rate of the Opco Credit Facility.

⁽²⁾	The fair value of the Opco Credit Facility approximates the outstanding borrowing amount because the interest rates are variable and reflective of market rates and the terms of the credit facility allow the Partnership to repay this debt at any time without penalty.

(3) The fair value of the Partnership's contract receivable was determined based on the present value of future cash flow projections related to the underlying asset at a discount rate of 15% at December 31, ~~2023~~2024 and ~~2022~~2023.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

			Page
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID 42)			4252
Report of BDO USA, P.C. Independent Registered Public Accounting Firm (PCAOB ID 243)			44
Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (PCAOB ID 238)			54
Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID 34)			46
Report of BDO USA, P.C. Independent Registered Public Accounting Firm (PCAOB ID 243)			55
Consolidated Balance Sheets as of December 31, 2023 and 2022			47
Consolidated Balance Sheets as of December 31, 2024 and 2023			56
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021			48
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022			57
Consolidated Statements of Partners’ Capital for the years ended December 31, 2023, 2022 and 2021			49
Consolidated Statements of Partners’ Capital for the years ended December 31, 2024, 2023 and 2022			58
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021			50
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022			59
Notes to Consolidated Financial Statements			5160

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Table of Contents

Report of Independent Registered Public Accounting Firm

To the Partners of Natural Resource Partners L.P.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Natural Resource Partners L.P. (the Partnership) as of December 31, ~~2023~~2024 and ~~2022~~2023, the related consolidated statements of comprehensive income, partners’ capital, and cash flows for each of the three years in the period ended December 31, ~~2023~~2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, based on our audits and the reports of ~~other~~PricewaterhouseCoopers ~~auditors~~LLP and BDO USA, P.C., the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2023~~2024, in conformity with U.S. generally accepted accounting principles.

We did not audit the financial statements of Sisecam Wyoming LLC (Sisecam Wyoming), a limited liability company in which the Partnership has a 49% interest. In the consolidated financial statements, the Partnership’s investment in Sisecam Wyoming is stated at $~~277~~257 million and $~~306~~277 million as of December 31, ~~2023~~2024 and ~~2022~~2023, respectively, and the Partnership’s equity in ~~the~~earnings ~~net income~~ of Sisecam Wyoming is stated at $7318 million in ~~2023~~2024, $6073 million in ~~2022~~2023 and $2260 million in ~~2021~~2022. Those statements were audited by ~~other~~PricewaterhouseCoopers ~~auditors~~LLP for the year ended December 31, 2024 and BDO USA, P.C. for the years ended December 31, 2023 and 2022 whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for Sisecam Wyoming, is based solely on the reports of ~~other~~PricewaterhouseCoopers ~~auditors~~LLP and BDO USA, P.C.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership's internal control over financial reporting as of December 31, ~~2023~~2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated ~~March~~February 728, ~~2024~~2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits and the report of ~~other~~PricewaterhouseCoopers ~~auditors~~LLC and the reports of BDO USA P.C. provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

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Impairment Assessment of Mineral Rights

Description of the Matter			At December 31, ~~2023~~2024, the Partnership’s mineral rights, net totaled $~~394~~380 million. As described in Note 2 to the consolidated financial statements, the Partnership evaluates its long-lived assets (inclusive of mineral rights) for possible impairment whenever events or changes in circumstances indicate that the ~~carrying~~asset’s ~~amounts~~net ofbook ~~the~~value ~~asset~~ may not be recoverable. Management evaluates various qualitative and quantitative factors in determining whether or not events or changes in circumstances indicate that the ~~carrying~~net ~~amount~~book value of an asset may not be recoverable. Potential events or circumstances include, but are not limited to, reduction in economically recoverable tons or production ceasing on a property for an extended period. Auditing the Partnership’s impairment indicator assessment involved our subjective judgment because, in determining whether an impairment indicator occurred, significant uncertainty exists with judgments management utilizes regarding the likelihood of future production and the likelihood of potential contract renewals or modifications, which rely on information reported by the Partnership’s lessee operators.
How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Partnership’s impairment assessment process. We tested controls over the Partnership’s process for identifying and evaluating potential indicators of impairment pertaining to mineral rights and the related ~~significant~~subjective judgments. To test the Partnership’s mineral rights impairment assessment, our audit procedures included, among others, making inquiries of management (including personnel in operations) to understand changes in business, and evaluating the ~~significant~~subjective judgments used in the Partnership’s assessment. Specifically, we corroborated reserve information to new reserve studies when available. Additionally, we inspected ~~the~~lease ~~termination~~modifications ~~or significant modification~~ of royalty-based lease contracts. We searched for and evaluated other publicly available information, ~~such as legislative or regulatory changes and bankruptcy filings~~ pertaining to ~~their~~certain ~~material~~of their lessees, that corroborates or contradicts management’s assessment.

/s/ Ernst & Young LLP

We have served as the Partnership’s auditor since 2002.

Houston, Texas

~~March~~February 728, ~~2024~~2025

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Report of Independent Registered Public Accounting Firm

To the Board of Managers and Members of Sisecam Wyoming LLC

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Sisecam Wyoming LLC (the “Company”) as of December 31, 2024, and the related statements of operations and comprehensive income, of members' equity and of cash flows for the year then ended, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition – Sales to Others

As described in Note 2 to the financial statements, the Company’s sales to others was $578 million for the year ended December 31, 2024. The Company’s revenues are recognized at a point-in-time when control of goods transfers to the customer. The time at which delivery and transfer of title, and therefore control, occurs ranges from the point in time when the product leaves the Company’s facilities to agreed upon delivery points. Agreed upon delivery points at which control of the product transfers includes points where product reaches the port of loading, a vessel, or other agreed location, thereby rendering the performance obligation fulfilled. Management recognizes revenue as the amount of consideration expected to be received in exchange for transferring promised goods to customers.

The principal consideration for our determination that performing procedures relating to revenue recognition for sales to others is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition for sales to others.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included, among others, (i) testing revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents such as customer contracts, purchase orders, invoices, proof of shipment or delivery, and subsequent cash receipts; and (ii) confirming a sample of outstanding customer invoice balances as of December 31, 2024 and, for confirmations not returned, obtaining and inspecting source documents, such as customer contracts, purchase orders, invoices, proof of shipment or delivery, and subsequent cash receipts.

/s/PricewaterhouseCoopers LLP

Charlotte, North Carolina

February 28, 2025

We have served as the Company's auditor since 2024.

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Report of Independent Registered Public Accounting Firm

Board of Managers and Members of

Sisecam Wyoming LLC

Atlanta, Georgia

Opinion on the Financial Statements

We have audited the accompanying balance ~~sheets~~ sheet of Sisecam Wyoming LLC (the “Company”) as of December 31, 2023 ~~and 2022~~, the related statements of operations and comprehensive income, members’ equity, and cash flows for ~~each of~~ the years ended ~~then~~December ~~ended~~31, 2023 and 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 ~~and 2022~~, and the results of its operations and its cash flows for ~~each of~~ the years ~~then~~ ended December 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the Board of Managers and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

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Agreements and Transactions with Affiliates

As presented in the financial statements and further described in Note 13 to the financial statements, the Company’s accounts receivable – affiliates, due to affiliates, cost of products sold – affiliates, selling, general and administrative expenses – affiliates account balances were $55,171 thousand, $4,882 thousand, $5,343 thousand, and $20,753 thousand as of and for the year ended December 31, 2023, respectively. As the Company is a subsidiary and investee within two different global group structures, agreements directly between the Company and other affiliates, or indirectly between affiliates the Company does not control, can have a significant impact on recorded amounts or disclosures in the Company's financial statements, including any commitments and contingencies between the Company and affiliates or, potentially, third parties.

We identified the agreements and transactions with affiliates as a critical audit matter. Management’s judgment was required in performing cost allocations and auditing these elements involved especially challenging auditor judgement due to the nature and extent of audit effort and knowledge required on the relationships and potential related costs allocations to address these matters.

The primary procedures we performed to address this critical audit matter included:

•	Testing the Company’s affiliate listing for the year ended December 31, 2023, including testing the completeness and accuracy of the identification of the Company’s affiliate relationships, transactions, and commitments and contingencies originating outside of the Company by:
		(i) reading internal minutes, publicly available financial filings and news sources related to the Company and its affiliates outside of the Company,
		(ii) confirming with the Company’s ultimate parent companies the affiliate relationships, transactions, and commitments and contingencies are identified and disclosed by the Company,
		(iii) testing the accuracy of the cost allocations to ensure they are being recorded in the appropriate financial statement accounts.

/s/ BDO USA, P.C.

We ~~have~~ served as the Company's auditor ~~since~~from 2022 to 2024.

Charlotte, North Carolina

March 7, 2024

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Managers and Members of

Sisecam Wyoming LLC

Atlanta, Georgia

Opinion on the Financial Statements

We have audited the accompanying statements of operations and comprehensive income, members' equity, and cash flows of Sisecam Wyoming LLC (the “Company”) for the year ended December 31, 2021, and the related notes that are included in Exhibit 99.1 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the results of the Company’s operations and cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 15, 2022

We began serving as the Company's auditor in 2008. In 2022 we became the predecessor auditor.

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NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED BALANCE SHEETS

	December 31,
(In thousands, except unit data)	~~2023~~2024			~~2022~~2023
ASSETS
Current assets
Cash and cash equivalents	$	1130,~~989~~444		$	3911,~~091~~989
Accounts receivable, net		4131,~~086~~469			4241,~~701~~086
Other current assets, net		21,~~218~~961			12,~~822~~218
Total current assets	$	5563,~~293~~874		$	8355,~~614~~293
Land		24,008			24,008
Mineral rights, net		~~394~~379,~~483~~638			~~412~~394,~~312~~483
Intangible assets, net		1312,~~682~~924			1413,~~713~~682
Equity in unconsolidated investment		~~276~~257,~~549~~355			~~306~~276,~~470~~549
Long-term contract receivable, net		2623,~~321~~480			2826,~~946~~321
Other long-term assets, net		711,~~540~~628			7,~~068~~540
Total assets	$	~~797~~772,~~876~~907		$	~~877~~797,~~131~~876
LIABILITIES AND CAPITAL
Current liabilities
Accounts payable	$	~~885~~909		$	~~1,992~~885
Accrued liabilities		12,~~987~~121			1112,~~916~~987
Accrued interest		~~584~~302			~~989~~584
Current portion of deferred revenue		4,~~599~~341			64,~~256~~599
Current portion of long-term debt, net		3014,~~785~~192			3930,~~076~~785
Total current liabilities	$	4931,~~840~~865		$	6049,~~229~~840
Deferred revenue		3855,~~356~~814			4038,~~181~~356
Long-term debt, net		~~124~~127,~~273~~876			~~129~~124,~~205~~273
Other non-current liabilities		76,~~172~~244			57,~~472~~172
Total liabilities	$	~~219~~221,~~641~~799		$	~~235~~219,~~087~~641
Commitments and contingencies (see Note 15)
Class A Convertible Preferred Units (71,666 and 250,000 units issued and outstanding at December 31, 2023 and 2022, respectively, at $1,000 par value per unit; liquidation preference of $1,850 per unit at December 31, 2023 and 2022) (See Note 4)	$	47,181		$	164,587
Class A Convertible Preferred Units (71,666 units issued and outstanding at December 31, 2023 at $1,000 par value per unit) (See Note 4)	$	—		$	47,181
Partners’ capital
Common unitholders’ interest (12,634,642 and 12,505,996 units issued and outstanding at December 31, 2023 and 2022, respectively)	$	503,076		$	404,799
Common unitholders’ interest (13,049,123 and 12,634,642 units issued and outstanding at December 31, 2024 and 2023, respectively)	$	543,231		$	503,076
General partner’s interest		89,~~005~~547			58,~~977~~005
Warrant holders’ interest		~~23,095~~—			4723,~~964~~095
Accumulated other comprehensive income (loss)		(3,122	)		18,717
Accumulated other comprehensive loss		(1,670	)		(3,122	)
Total partners' capital	$	~~531~~551,~~054~~108		$	~~477~~531,~~457~~054
Total liabilities and partners' capital	$	~~797~~772,~~876~~907		$	~~877~~797,~~131~~876

The accompanying notes are an integral part of these consolidated financial statements.

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NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Year Ended December 31,

(In thousands, except per unit data)

~~2023~~2024

~~2022~~2023

~~2021~~2022

Revenues and other income

Royalty and other mineral rights

~~278~~234,~~733~~149

~~307~~278,~~013~~733

~~185~~307,~~196~~013

Transportation and processing services

1410,~~923~~878

2114,~~072~~923

921,~~052~~072

Equity in earnings of Sisecam Wyoming

7318,~~397~~135

5973,~~795~~397

2159,~~871~~795

Gain on asset sales and disposals

24,~~956~~845

12,~~082~~956

~~245~~1,082

Total revenues and other income

~~370~~268,~~009~~007

~~388~~370,~~962~~009

~~216~~388,~~364~~962

Operating expenses

Operating and maintenance expenses

3228,~~315~~036

3432,~~903~~315

2734,~~049~~903

Depreciation, depletion and amortization

1815,~~489~~535

2218,~~519~~489

1922,~~075~~519

General and administrative expenses

2625,~~111~~151

2126,~~852~~111

1721,~~360~~852

Asset impairments

~~556~~87

~~4,457~~556

54,~~102~~457

Total operating expenses

7768,~~471~~809

8377,~~731~~471

6883,~~586~~731

Income from operations

~~292~~199,~~538~~198

~~305~~292,~~231~~538

~~147~~305,~~778~~231

Other expenses, net

Interest expense, net

(1415,~~103~~554

)

(2614,~~274~~103

)

(3826,~~876~~274

)

Loss on extinguishment of debt

—

~~(10,465~~—

)

—(10,465

)

Total other expenses, net

(1415,~~103~~554

)

(3614,~~739~~103

)

(3836,~~876~~739

)

Net income

~~278~~183,~~435~~644

~~268~~278,~~492~~435

~~108~~268,~~902~~492

Less: income attributable to preferred unitholders

(164,~~719~~248

)

(3016,~~000~~719

)

(3130,~~609~~000

)

Less: redemption of preferred units

(6024,~~929~~485

)

—(60,929

)

—

Net income attributable to common unitholders and the general partner

~~200~~154,~~787~~911

~~238~~200,~~492~~787

77238,~~293~~492

Net income attributable to common unitholders

~~196~~151,~~771~~813

~~233~~196,~~722~~771

75233,~~747~~722

Net income attributable to the general partner

43,~~016~~098

4,~~770~~016

14,~~546~~770

Net income per common unit (see Note 6)

Basic

1511.5969

1815.7259

618.1472

Diluted

1311.0835

13.3908

413.8139

Net income

~~278~~183,~~435~~644

~~268~~278,~~492~~435

~~108~~268,~~902~~492

Comprehensive income (loss) from unconsolidated investment and other

~~(21~~1,~~839~~452

)

15(21,~~506~~839

)

215,~~889~~506

Comprehensive income

~~256~~185,~~596~~096

~~283~~256,~~998~~596

~~111~~283,~~791~~998

The accompanying notes are an integral part of these consolidated financial statements.

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NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

												Accumulated
												Other			Total
	Common Unitholders					General			Warrant			Comprehensive			Partners'
(In thousands)	Units		Amounts			Partner			Holders			Income (Loss)			Capital
Balance at December 31, 2020		12,261	$	136,927		$	459		$	66,816		$	322		$	204,524
Net income (1)		—		106,724			2,178			—			—			108,902
Distributions to common unitholders and the general partner		—		(22,192	)		(453	)		—			—			(22,645	)
Distributions to preferred unitholders		—		(30,519	)		(623	)		—			—			(31,142	)
Issuance of unit-based awards		90		—			—			—			—			—
Unit-based awards amortization and vesting, net		—		2,647			—			—			—			2,647
Capital contribution		—		—			32			—			—			32
Warrant settlement		—		9,475			194			(18,852	)		—			(9,183	)
Comprehensive income from unconsolidated investment and other		—		—			—			—			2,889			2,889
Balance at December 31, 2021		12,351	$	203,062		$	1,787		$	47,964		$	3,211		$	256,024
Net income (2)		—		263,122			5,370			—			—			268,492
Net income (1)		—		263,122			5,370			—			—			268,492
Distributions to common unitholders and the general partner		—		(33,697	)		(687	)		—			—			(34,384	)
Distributions to preferred unitholders		—		(29,653	)		(605	)		—			—			(30,258	)
Issuance of unit-based awards		155		—			—			—			—			—
Unit-based awards amortization and vesting, net		—		1,965			—			—			—			1,965
Capital contribution		—		—			112			—			—			112
Comprehensive income from unconsolidated investment and other		—		—			—			—			15,506			15,506
Balance at December 31, 2022		12,506	$	404,799		$	5,977		$	47,964		$	18,717		$	477,457
Net income (3)		—		272,866			5,569			—			—			278,435
Net income (2)		—		272,866			5,569			—			—			278,435
Redemptions of preferred units		—		(59,710	)		(1,219	)		—			—			(60,929	)
Distributions to common unitholders and the general partner		—		(68,510	)		(1,398	)		—			—			(69,908	)
Distributions to preferred unitholders		—		(21,628	)		(441	)		—			—			(22,069	)
Issuance of unit-based awards		129		—			—			—			—			—
Unit-based awards amortization and vesting, net		—		5,854			—			—			—			5,854
Capital contribution		—		—			142			—			—			142
Warrant settlements		—		(30,595	)		(625	)		(24,869	)		—			(56,089	)
Comprehensive loss from unconsolidated investment and other		—		—			—			—			(21,839	)		(21,839	)
Balance at December 31, 2023		12,635	$	503,076		$	8,005		$	23,095		$	(3,122	)	$	531,054
Net income (3)		—		179,971			3,673			—			—			183,644
Redemptions of preferred units		—		(23,995	)		(490	)		—			—			(24,485	)
Distributions to common unitholders and the general partner		—		(70,703	)		(1,443	)		—			—			(72,146	)
Distributions to preferred unitholders		—		(6,270	)		(128	)		—			—			(6,398	)
Issuance of unit-based awards		126		—			—			—			—			—
Unit-based awards amortization and vesting, net		—		2,894			—			—			—			2,894
Capital contribution		—		—			782			—			—			782
Warrant settlements		288		(41,742	)		(852	)		(23,095	)		—			(65,689	)
Comprehensive income from unconsolidated investment and other		—		—			—			—			1,452			1,452
Balance at December 31, 2024		13,049	$	543,231		$	9,547		$	—		$	(1,670	)	$	551,108

(1)	Net income includes $3130.60 million of income attributable to preferred unitholders that accumulated during the period, of which $3129.04 million is allocated to the common unitholders and $0.6 million is allocated to the general partner.
(2)	Net income includes $3016.07 million of income attributable to preferred unitholders that accumulated during the period, of which $2916.4 million is allocated to the common unitholders and $0.63 million is allocated to the general partner.
(3)	Net income includes $164.72 million of income attributable to preferred unitholders that accumulated during the period, of which $~~16.~~4.2 million is allocated to the common unitholders and $0.31 million is allocated to the general partner.

The accompanying notes are an integral part of these consolidated financial statements.

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NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year Ended December 31,
(In thousands)	~~2023~~2024			~~2022~~2023			~~2021~~2022
Cash flows from operating activities
Net income	$	~~278~~183,~~435~~644		$	~~268~~278,~~492~~435		$	~~108~~268,~~902~~492
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		1815,~~489~~535			2218,~~519~~489			1922,~~075~~519
Distributions from unconsolidated investment		8138,~~478~~781			4481,~~835~~478			1144,~~270~~835
Equity earnings from unconsolidated investment		(7318,~~397~~135	)		(5973,~~795~~397	)		(2159,~~871~~795	)
Gain on asset sales and disposals		(24,~~956~~845	)		(12,~~082~~956	)		(~~245~~1,082	)
Loss on extinguishment of debt		—			~~10,465~~—			—10,465
Asset impairments		~~556~~87			~~4,457~~556			54,~~102~~457
Bad debt expense		24,~~244~~185			12,~~062~~244			21,~~572~~062
Unit-based compensation expense		1011,~~910~~309			510,~~773~~910			45,~~039~~773
Amortization of debt issuance costs and other		(1,~~303~~509	)		21,~~410~~303			2,~~265~~410
Change in operating assets and liabilities:
Accounts receivable		~~(164~~7,285	)		(~~18,671~~164	)		(1418,~~415~~671	)
Accounts payable		~~(1,108~~25	)		37(1,108	)		~~570~~37
Accrued liabilities		(~~225~~2,088	)		~~935~~(225	)		~~3,020~~935
Accrued interest		(~~406~~281	)		(~~224~~406	)		(~~501~~224	)
Deferred revenue		(317,~~483~~200	)		(153,~~424~~483	)		~~307~~(15,424	)
Other items, net		(~~698~~2,700	)		~~1,049~~(698	)		1,~~714~~049
Net cash provided by operating activities	$	~~310~~248,~~978~~493		$	~~266~~310,~~838~~978		$	~~121~~266,~~804~~838
Cash flows from investing activities
Proceeds from asset sales and disposals	$	24,~~963~~846		$	12,~~083~~963		$	~~249~~1,083
Return of long-term contract receivable		2,~~463~~665			12,~~723~~463			21,~~163~~723
Capital expenditures		~~(10~~—	)		(~~118~~10	)		—(118	)
Net cash provided by investing activities	$	57,~~416~~511		$	25,~~688~~416		$	2,~~412~~688
Cash flows from financing activities
Debt borrowings	$	~~248~~167,~~834~~850		$	70248,~~000~~834		$	—70,000
Debt repayments		(~~262~~181,~~396~~028	)		(~~339~~262,396	)		(39339,396	)
Distributions to common unitholders and the general partner		(6972,~~908~~146	)		(3469,~~384~~908	)		(2234,~~645~~384	)
Distributions to preferred unitholders		(226,~~069~~398	)		(3022,~~258~~069	)		(1530,~~571~~258	)
Redemptions of preferred units		(~~178~~71,~~334~~666	)		—(178,334	)		—
Redemption of preferred units paid-in-kind		—			~~(19,321~~—	)		—(19,321	)
Warrant settlements		(56,089	)		—			(9,183	)
Warrant settlements (See Note 4)		(65,689	)		(56,089	)		—
Acquisition of non-controlling interest in BRP		—			—			(1,000	)
Other items, net		(8,472	)		(3,534	)		(12,596	)
Other items, net		(3,534	)		(12,596	)		(691	)
Net cash used in financing activities	$	(237,549	)	$	(343,496	)	$	(365,955	)
Net cash used in financing activities	$	(343,496	)	$	(365,955	)	$	(88,486	)
Net increase (decrease) in cash and cash equivalents	$	18,455		$	(27,102	)	$	(96,429	)
Net increase (decrease) in cash and cash equivalents	$	(27,102	)	$	(96,429	)	$	35,730
Cash and cash equivalents at beginning of period		11,989			39,091			135,520
Cash and cash equivalents at beginning of period		39,091			135,520			99,790
Cash and cash equivalents at end of period	$	30,444		$	11,989		$	39,091
Cash and cash equivalents at end of period	$	11,989		$	39,091		$	135,520
Supplemental cash flow information:
Cash paid for interest	$	1315,~~856~~452		$	2513,~~265~~856		$	3725,~~378~~265
Non-cash investing and financing activities:
Preferred unit distributions paid-in-kind	$	—		$	—		$	15,571

The accompanying notes are an integral part of these consolidated financial statements.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Nature of Operations

Natural Resource Partners L.P. (the "Partnership"), a Delaware limited partnership, was formed in April 2002. The general partner of the Partnership is NRP (GP) LP ("NRP GP" or "general partner"), a Delaware limited partnership, whose general partner is GP Natural Resource Partners LLC ("managing general partner"), a Delaware limited liability company. The Partnership engages principally in the business of owning, managing and leasing a diversified portfolio of mineral properties in the United States, including interests in coal and other natural resources and owns a non-controlling 49% interest in Sisecam Wyoming LLC ("Sisecam Wyoming"), a trona ore mining and soda ash production business. The Partnership is organized into two operating segments further described in Note 7. Segment Information. As used in these Notes to Consolidated Financial Statements, the terms "NRP," "we," "us" and "our" refer to Natural Resource Partners L.P. and its subsidiaries, unless otherwise stated or indicated by context.

The Partnership’s operations are conducted through, and its operating assets are owned by, its subsidiaries. The Partnership owns its subsidiaries through one wholly owned operating company, NRP (Operating) LLC ("Opco"). NRP GP has sole responsibility for conducting the Partnership's business and for managing its operations. Because NRP GP is a limited partnership, its general partner, GP Natural Resource Partners LLC, conducts its business and operations, and the board of directors and officers of GP Natural Resource Partners LLC makes decisions on its behalf. Robertson Coal Management LLC ("RCM"), a limited liability company indirectly owned by Corbin J. Robertson, Jr., owns all of the membership interest in GP Natural Resource Partners LLC. ~~Pursuant~~All to the Board Representation and Observation Rights Agreement with certain entities controlled by funds affiliated with Blackstone Inc. (collectively referred to as "Blackstone") and affiliates of GoldenTree Asset Management LP (collectively referred to as "GoldenTree"), Blackstone was entitled to appoint one of the directors of the board of directors of GP Natural Resource Partners LLC (the "Board of Directors"). In 2023, NRP repurchased all of Blackstone's preferred units which were subsequently retired and no longer remain outstanding, and all rights of Blackstone related thereto ceased as a result. In connection with the repurchase, Blackstone's board designee resigned from the Board of Directors and all members of the Board of Directors are ~~now~~ appointed by RCM.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Consolidated Financial Statements of the Partnership have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). The Consolidated Financial Statements include the accounts of Natural Resource Partners L.P. and its wholly owned subsidiaries. The Partnership has an equity investment in Sisecam Wyoming through which it is able to exercise significant influence over but does not control the investee and is not the primary beneficiary of the investee’s activities and is accounted for using the equity method. Intercompany transactions and balances have been eliminated. Reclassifications have been made to prior year amounts in the Consolidated Financial Statements to conform with current year presentation. These reclassifications had no impact on previously reported total assets, total liabilities, partners' capital, net income, or cash flows from operating, investing or financing activities.

Use of Estimates

Preparation of the accompanying financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities on the accompanying Consolidated Balance Sheets, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses on the accompanying Consolidated Statements of Comprehensive Income during the reporting period. Actual results could differ from those estimates. The most significant estimates pertain to coal and aggregates mineral rights and related cash flow estimates which are used to compute depreciation, depletion and amortization and impairments of coal and aggregates properties and related intangible assets and commitments and contingencies.

Fair Value

The Partnership discloses certain assets and liabilities using fair value as defined by authoritative guidance. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 12. Fair Value Measurements for further details.

There are three levels of inputs that may be used to measure fair value:

•	Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial assets and liabilities whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

Cash and Cash Equivalents

The Partnership considers all highly liquid short-term investments with an original maturity of three months or less to be cash equivalents.

Allowance for Doubtful Accounts

The Partnership records an allowance for doubtful accounts for its accounts receivable and notes receivable comprised of estimated credit risk and non-credit risk (e.g., legal disputes) losses. Receivables are written off when collection efforts are exhausted and future recovery is doubtful. The Partnership includes an allowance for current expected credit losses ("CECL") on its financial assets based on the loss-rate method. NRP assesses the likelihood of collection of its receivables utilizing historical loss rates, current market conditions, industry and macroeconomic factors, reasonable and supportable forecasts and facts or circumstances of individual customers and properties. See Note 18. Credit Losses for more information. The total allowance related to accounts receivables included in accounts receivables, net on the Partnership's Consolidated Balance Sheets was $5.4.7 million and $4.5.4 million at December 31, ~~2023~~2024 and ~~2022~~2023, respectively. The total allowance related to short-term notes receivables included in other current assets, net on the Partnership's Consolidated Balance Sheets was $0.30 million and $0.03 million at December 31, ~~2023~~2024 and ~~2022~~2023, respectively. The total allowance related to the Partnership's long-term financing receivable included in long-term contract receivable, net on the Consolidated Balance Sheets was $0.98 million and $1.0.9 million at December 31, ~~2023~~2024 and ~~2022~~2023, respectively. The Partnership recorded bad debt expense of $24.2 million, $12.12 million and $21.61 million included in operating and maintenance expenses on its Consolidated Statements of Comprehensive Income for the year ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively.

Mineral Rights

Intangible Assets

The Partnership’s intangible assets consist of mineral royalty and transportation contracts that at acquisition were more favorable for the Partnership than prevailing market rates, known as above-market contracts. The estimated fair value of the above-market rate contracts are determined based on the present value of future cash flow projections related to the underlying assets acquired. Intangible assets are amortized on a unit-of-production basis by asset based upon minerals mined or transported in relation to the net book value of the intangible asset and estimated economic tonnage expected to be mined or transported during the above-market contract term.

Asset Impairment

The Partnership has developed procedures to evaluate its long-lived assets, including intangible assets, for possible impairment periodically or whenever events or changes in circumstances indicate an asset's net book value may not be recoverable. Potential events or circumstances include, but are not limited to, specific events such as a reduction in economically recoverable tons or production ceasing on a property for an extended period. This analysis is based on historic, current and future performance and considers both quantitative and qualitative information. A long-lived asset is deemed impaired when the future expected undiscounted cash flows from its use and disposition is less than the asset's net book value. Impairment is measured based on the estimated fair value, which is usually determined based upon the present value of the projected future cash flows compared to the asset's net book value. The Partnership believes its estimates of cash flows and discount rates are consistent with those of principal market participants.

The Partnership evaluates its equity investment for impairment when events or changes in circumstances indicate, in management’s judgment, that the carrying value of such investment may have experienced an other-than-temporary decline in value. When evidence of loss in value has occurred, management compares the estimated fair value of the investment to the carrying value of the investment to determine whether potential impairment has occurred. If the estimated fair value is less than the carrying value and management considers the decline in value to be other than temporary, the excess of the carrying value over the estimated fair value is recognized in the financial statements as an impairment loss. The fair value of the impaired investment is based on quoted market prices (Level 1), or upon the present value of expected cash flows using discount rates believed to be consistent with those used by principal market participants (Level 3), plus market analysis of comparable assets owned by the investee, if appropriate (Level 3).

Accrued Liabilities

Included in accrued liabilities on the Partnership's Consolidated Balance Sheets at December 31, ~~2023~~2024 were $108.39 million of accrued employee costs and $23.72 million of accrued property taxes. These amounts were $910.53 million and $2.47 million of accrued employee costs and accrued property taxes, respectively, at December 31, ~~2022~~2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

Revenue Recognition

Mineral Rights Segment Revenues

Royalty-based leases. Approximately two-thirds of the Partnership's royalty-based leases have initial terms of five to 40 years, with substantially all lessees having the option to extend the lease for additional terms. For these types of leases, the lessees generally make payments to NRP based on the greater of a percentage of the gross sales price or a fixed price per ton of mineral mined and sold. Most of NRP’s coal and aggregates royalty leases require the lessee to pay quarterly or annual minimum amounts, either made in advance or arrears, which are generally recoupable through actual royalty production over certain time periods that generally range from three to five years.

The Partnership has defined its coal and aggregates royalty lease performance obligation as providing the lessee the right to mine and sell its coal or aggregates over the lease term. NRP then evaluated the likelihood that consideration it expected to receive from its lessees resulting from production would exceed consideration expected to be received from minimum payments over the lease term.

As a result of this evaluation, revenue recognition from the Partnership's royalty-based leases is based on either production or minimum payments as follows:

•

Production Leases: Leases for which the Partnership expects that consideration from production will be greater than consideration from minimums over the lease term. Revenue for these leases is recognized over time based on production as royalty revenues, as applicable. Deferred revenue from minimums is recognized as royalty revenues when recoupment occurs or as production lease minimum revenues when the recoupment period expires. In addition, NRP recognizes breakage revenue from minimums when NRP determines that recoupment is remote. This breakage revenue is included in production lease minimum revenues.

•

Minimum Leases: Leases for which the Partnership expects that consideration from minimums will be greater than consideration from production over the lease term. Revenue for these leases is recognized straight-line over the lease term based on the minimum consideration amount as minimum lease straight-line revenues.

This evaluation is performed at the inception of the lease and only reassessed upon modification or renewal of the lease.

Oil and gas related revenues consist of revenues from royalties and overriding royalties and are recognized on the basis of volume of hydrocarbons sold by lessees and the corresponding revenues from those sales. Also, included within oil and gas royalty revenues are lease bonus payments, which are generally paid upon the execution of a lease. ~~The Partnership also has overriding royalty revenue interests in certain coal and aggregates mineral rights. Revenue from these interests is recognized over time based on when the coal is sold.~~

~~Carbon~~The ~~neutral~~Partnership ~~initiatives. Revenues~~also ~~related~~has tooverriding ~~consideration~~royalty ~~for~~revenue ~~carbon~~interests ~~neutral~~in ~~initiatives~~certain coal and aggregates ~~that~~mineral ~~are~~rights. ~~recognized~~Revenue atfrom athese ~~point~~interests inis recognized over time ~~upon~~based ~~satisfaction~~on ofwhen ~~NRP's~~the ~~performance~~coal ~~obligation~~is sold.

Carbon neutral revenues. Revenues related to consideration for carbon neutral activities that are recognized at a point in time upon satisfaction of NRP's performance obligation.

Wheelage revenues. Revenues related to fees collected per ton to transport foreign coal across property owned by the Partnership that is recognized over time as transportation across the property occurs.

Other revenues. Other revenues consist primarily of rental payments and surface damage fees related to certain land owned by the Partnership and are recognized straight-line over time as it is earned. Other revenues also include property tax revenues. The majority of property taxes paid on the Partnership's properties are reimbursable by the lessee and are recognized on a gross basis over time which reflects the reimbursement of property taxes by the lessee. Property taxes paid by NRP are included in operating and maintenance expenses on the Partnership's Consolidated Statements of Comprehensive Income.

Transportation and processing services revenues. The Partnership owns transportation and processing infrastructure that is leased to third parties for throughput fees. Revenue is recognized over time based on the coal tons transported over the beltlines or processed through the facilities.

Contract Modifications

Contract modifications that impact goods or services or the transaction price are evaluated in accordance with ~~ASC~~Accounting Standards Codification 606. A majority of the Partnership's contract modifications pertain to its coal and aggregates royalty contracts and include, but are not limited to, extending the lease term, changes to royalty rates, floor prices or minimum consideration, assignment of the contract or forfeiture of recoupment rights. Consideration received in conjunction with a modification of an ongoing lease will be deferred and recognized straight-line over the remaining term of the contract. Consideration received to assign a lease to another party and related forfeited minimums will be recognized immediately upon the termination of the contract. Fees from contract modifications are recognized in lease amendment revenues within royalty and other mineral rights revenues on the Consolidated Statements of Comprehensive Income while modifications in royalty rates and minimums will be recognized prospectively in accordance with the above lease classification.

Contract Assets and Liabilities from Contracts with Customers

Contract assets include receivables from contracts with customers and are recorded when the right to consideration becomes unconditional. Receivables are recognized when the minimums are contractually owed, production occurs or minimums are accrued for based on the passage of time.

Contract liabilities represent minimum consideration received, contractually owed or earned based on the passage of time. The current portion of deferred revenue relates to deferred revenue on minimum leases and lease amendment fees that are to be recognized as revenue on a straight-line basis over the next twelve months. The long-term portion of deferred revenue relates to deferred revenue on production leases and lease amendment fees that are to be recognized as revenue on a straight-line basis beyond the next twelve months. Due to uncertainty in the amount of deferred revenue that will be recouped and recognized as coal royalty revenues from its production leases over the next twelve months, the Partnership is unable to estimate the current portion of deferred revenue.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

Equity in Earnings of Sisecam Wyoming

The Partnership accounts for non-marketable equity investments using the equity method of accounting if the investment gives it the ability to exercise significant influence over, but not control of, an investee. The Partnership's 49% investment in Sisecam Wyoming is accounted for using this method. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and the proportionate share of earnings or losses and distributions. The basis difference between the investment and the proportional share of investee's net assets is attributed to net tangible assets and is amortized over its estimated useful life. The carrying value in Sisecam Wyoming is recognized in equity in unconsolidated investment on the Partnership's Consolidated Balance Sheets. The Partnership's adjusted share of the earnings or losses of Sisecam Wyoming and amortization of the basis difference is recognized in equity in earnings of Sisecam Wyoming on the Consolidated Statements of Comprehensive Income. The Partnership decreases its investment for its proportional share of distributions received from Sisecam Wyoming. These cash flows are reported utilizing the cumulative earnings approach. Under this approach, distributions received are considered returns on investment and classified as operating cash inflows unless the cumulative distributions received exceed the Partnership's cumulative equity in earnings. The excess of cumulative distributions received over the Partnership's cumulative equity in earnings are considered returns of investment and classified as investing cash inflows.

Property Taxes

The Partnership is responsible for paying property taxes on the properties it owns. Typically, the lessees are contractually responsible for reimbursing the Partnership for property taxes on the leased properties. The payment of and reimbursement of property taxes is included in operating and maintenance expenses and in royalty and other mineral rights revenues, respectively, on the Consolidated Statements of Comprehensive Income.

Unit-Based Compensation

The Partnership has awarded unit-based compensation in the form of equity-based awards and phantom units. The Partnership's service and performance-based awards are valued using the closing price of NRP's units as of the grant date while the Partnership's market-based awards are valued using a Monte Carlo simulation. Compensation cost is remeasured each reporting period for liability-classified awards based on the fair value of an award and is recognized over the service period, which is generally the vesting period. Forfeitures are recognized as they occur. Unit-based compensation expense for all awards is recognized in general and administrative expenses and operating and maintenance expenses on the Consolidated Statements of Comprehensive Income. See Note 16. Unit-Based Compensation for more information.

Deferred Financing Costs

Deferred financing costs consist of legal and other costs related to the issuance of the Partnership’s debt. These costs are amortized over the term of the respective line-of-credit or debt arrangements. Deferred financing costs related to the Partnership's revolving credit facility are included in other long-term assets, net on the Partnership's Consolidated Balance Sheets. Deferred financing costs related to the Partnership's note agreements are included as a direct deduction from the carrying amount of the debt liability in current portion of long-term debt, net or long-term debt, net on the Partnership's Consolidated Balance Sheets.

Income Taxes

The Partnership is not subject to federal or material state income taxes as the unitholders are taxed individually on their allocable share of taxable income. Net income for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities. In the event of an examination of the Partnership’s tax return, the tax liability of the unitholders could be changed if an adjustment in the Partnership’s income is ultimately sustained by the taxing authorities.

Recently Adopted Accounting Standard

~~On January~~In November 1, 2023, ~~NRP~~ ~~adopted~~the Financial Accounting Standards ~~Update~~Board ("~~ASU~~FASB") ~~2020-06, Debt~~ –issued ~~Debt~~Accounting ~~with~~Standards ~~Conversion~~Update ~~and Other Options~~ (~~Subtopic~~"ASU") ~~470~~2023-~~20)~~07—Segment ~~and~~Reporting (Topic ~~Derivatives~~280)—Improvements ~~and~~to ~~Hedging~~Reportable –Segment ~~Contracts in Entity’s Own Equity (Subtopic~~Disclosures ~~815-40)~~ (“"ASU ~~2020~~ 2023-0607")”. The ~~ASU~~amendments ~~includes~~in ~~targeted~~ASU ~~improvements~~2023-07 toimprove ~~earnings~~reportable ~~per~~segment ~~share~~disclosure requirements, ~~which~~primarily ~~the~~through ~~Partnership~~enhanced ~~adopted~~disclosures onabout asegment ~~modified retrospective basis~~expenses. The adoption of ASU ~~this~~2023-07 ~~ASU~~with NRP's 2024 Form 10-K did not have a material impact on the Partnership’'s Consolidated Financial Statements. See Note ~~6. Net~~ ~~Income Per Common Unit for the calculations of our basic and diluted net income per common unit~~7. ~~See Note 4. Class~~Segment ~~A Convertible Preferred Units and Warrants~~Information for ~~disclosures~~more ~~related to our convertible preferred units and warrants~~information.

Recently Issued Accounting Standard

In November ~~2023~~2024, the FASB issued ASU ~~No. 2023~~2024-~~07—Segment~~03, ~~Reporting (Topic~~Income ~~280)~~Statement—~~Improvements~~Reporting toComprehensive ~~Reportable~~Income—Expense ~~Segment~~Disaggregation Disclosures ("ASU ~~2023~~2024-0703"). ~~The~~ASU ~~amendments~~2024-03 inis ~~ASU~~intended ~~2023-07~~to improve ~~reportable~~disclosures ~~segment~~about ~~disclosure~~a ~~requirements,~~public ~~primarily~~business ~~through~~entity's ~~enhanced~~expenses ~~disclosures~~and provide more detailed information to investors about ~~segment~~the types of expenses. in commonly presented expense captions. The guidance is effective for annual periods beginning after December 15, 2026 and ~~interim~~quarterly periods beginning after December 1531, ~~2023~~2027 and ~~will be~~can be adopted prospectively to financial statements issued for reporting periods after the effective date or retrospectively to all prior periods presented in the financial statements. NRP ~~does~~is ~~not~~currently ~~expect~~evaluating the ~~adoption~~potential impact of ~~ASU~~this ~~2023-07 to~~guidance ~~have a material effect~~ on its Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

3. Revenues from Contracts with Customers

The following table represents the Partnership's Mineral Rights segment revenues from contracts with customers by major source:

For the Year Ended December 31,

(In thousands)

~~2023~~2024

~~2022~~2023

~~2021~~2022

Coal royalty revenues

~~218~~159,~~011~~033

~~226~~218,~~956~~011

~~104~~226,~~089~~956

Production lease minimum revenues

34,~~322~~365

53,~~854~~322

145,~~269~~854

Minimum lease straight-line revenues

1916,~~389~~530

1819,~~792~~389

2018,~~564~~792

Carbon neutral initiative revenues

2,969

8,600

13,790

Carbon neutral revenues (1)

15,703

2,969

8,600

Property tax revenues

67,~~219~~100

56,~~878~~219

65,~~028~~878

Wheelage revenues

129,~~191~~324

1312,~~961~~191

1013,~~065~~961

Coal overriding royalty revenues

2,~~175~~358

32,~~434~~175

43,~~367~~434

Lease amendment revenues

3,~~070~~724

3,~~201~~070

43,~~696~~201

Aggregates royalty revenues

2,~~876~~904

32,~~299~~876

13,~~889~~299

Oil and gas royalty revenues

78,~~387~~566

167,~~161~~387

416,~~506~~161

Other revenues

12,~~124~~744

~~877~~1,124

~~933~~877

Royalty and other mineral rights revenues

~~278~~232,~~733~~351

~~307~~278,~~013~~733

~~185~~307,~~196~~013

Transportation and processing services revenues (1)

14,923

21,072

9,052

Transportation and processing services revenues

8,597

12,411

17,876

Total Mineral Rights segment revenues

293,656

328,085

194,248

Total Mineral Rights segment revenues from contracts with customers

240,948

291,144

324,889

(1) ~~Transportation~~During ~~and~~2024, ~~processing~~NRP ~~services~~recorded revenues ~~from~~of ~~contracts~~approximately ~~with customers as defined under ASC 606 was~~ $1213.4 million, ~~$17.9~~from ~~million~~a ~~and~~third ~~$5.4~~party ~~million~~related ~~for~~to ~~the~~its ~~year~~creation ~~ended~~of ~~December~~California ~~31,~~Air ~~2023,~~Resources ~~2022~~Board ~~and~~carbon ~~2021,~~offset ~~respectively.~~credits ~~The~~from ~~remaining~~our ~~transportation~~properties. ~~and processing services revenues of~~ $211.53 million, ~~$3.2~~of ~~million~~this ~~and~~revenue ~~$3.6~~was ~~million~~recorded ~~for~~in the ~~year~~three months ended December 31, ~~2023, 2022 and 2021, respectively, related to other NRP-owned infrastructure leased to and operated by third-party operators accounted for under other guidance~~2024. ~~See Note 17. Financing Transaction for more information.~~

The following table details the Partnership's Mineral Rights segment ~~receivables~~contract assets and liabilities resulting from contracts with customers:

	December 31,
(In thousands)	~~2023~~2024		~~2022~~2023
Receivables
Accounts receivable, net	$	3727,~~206~~358	$	3937,~~004~~206
Other current assets, net (1)		~~429~~—		—429
Other long-term assets, net (2)		—2,352		75—
Contract liabilities
Current portion of deferred revenue	$	4,599	$	6,256
Accounts payable (3)	$	125	$	—
Deferred revenue		38,356		40,181
Current portion of deferred revenue		4,341		4,599
Deferred revenue		55,814		38,356

⁽¹⁾	Other current assets, net includes short-term notes receivables from contracts with customers.

(2) Other long-term assets, net includes long-term lease amendment fee receivables from contracts with customers.

⁽²⁾	Other long-term assets, net includes amounts prepaid by NRP related to override agreements from contracts with customers as well as other long-term assets due from contracts with customers.
⁽³⁾	Accounts payable includes override payments owed by NRP from contracts with customers.

The following table shows the activity related to the Partnership's Mineral Rights segment deferred revenue resulting from contracts with customers:

For the Year Ended December 31,

(In thousands)

~~2023~~2024

~~2022~~2023

~~2021~~2022

Balance at beginning of period (current and non-current)

4642,~~437~~955

6146,~~862~~437

61,~~554~~862

Increase due to minimums and lease amendment fees

1732,~~526~~960

1917,~~073~~526

19,~~842~~073

Recognition of previously deferred revenue

(2115,~~008~~760

)

(3421,~~498~~008

)

(1934,~~534~~498

)

Balance at end of period (current and non-current)

4260,~~955~~155

4642,~~437~~955

6146,~~862~~437

The Partnership's non-cancelable annual minimum payments due under the lease terms of its coal and aggregates royalty ~~and~~contracts ~~overriding~~with ~~royalty leases~~ customers are as follows as of December 31, ~~2023~~2024 (in thousands):

Lease Term (1)	Weighted Average Remaining Years		Annual Minimum Payments
0 - 5 years		12.83	$	1713,~~477~~478
5 - 10 years		65.14		1817,~~655~~477
10+ years		1211.02		2526,~~779~~309
Total		7.43	$	6157,~~911~~264

⁽¹⁾	Lease term does not include renewal periods.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

4. Class A Convertible Preferred Units and Warrants

On March 2, 2017, NRP issued $250 million of Class A Convertible Preferred Units representing limited partner interests in NRP (the "preferred units") to certain entities controlled by funds affiliated with The Blackstone Group Inc. (collectively referred to as "Blackstone") and certain affiliates of GoldenTree Asset Management LP (collectively referred to as "GoldenTree") (together the "preferred purchasers") pursuant to a Preferred Unit and Warrant Purchase Agreement. NRP issued 250,000 preferred units to the preferred purchasers at a price of $1,000 per preferred unit (the "per unit purchase price"), less a 2.5% structuring and origination fee. The preferred units ~~entitle~~entitled the preferred purchasers to receive cumulative distributions at a rate of 12% of the purchase price per year, up to one half of which NRP may ~~pay~~have paid in additional preferred units (such additional preferred units, the "PIK units"). The preferred units ~~have~~had a perpetual term, unless converted or redeemed. asHowever, ~~described~~in ~~below~~2024 all remaining preferred units were redeemed and none of the Partnership's preferred units remain outstanding.

NRP also issued two tranches of warrants (the "warrants") to purchase common units to the preferred purchasers (warrants to purchase 1.75 million common units with a strike price of $22.81 and warrants to purchase 2.25 million common units with a strike price of $34.00). The warrants ~~may~~ bewere ~~exercised~~exercisable by the holders thereof at any time before the eighth anniversary of the closing date. Upon exercise of the warrants, NRP may have, at its option, ~~elect~~elected to settle the warrants in common units or cash, each on a net basis. However, in 2024 all remaining warrants were settled and none of the Partnership's warrants remain outstanding.

After March 2, 2022 and prior to March 2, 2025, the holders of the preferred units may elect to convert up to 33% of the outstanding preferred units in any 12-month period into common units if the volume weighted average trading price of our common units (the "VWAP") for the 30 trading days immediately prior to date notice is provided is greater than $51.00. In such case, the number of common units to be issued upon conversion would be equal to the per unit purchase price plus the value of any accrued and unpaid distributions divided by an amount equal to a 7.5% discount to the VWAP for the 30 trading days immediately prior to the notice of conversion. Rather than have the preferred units convert to common units in accordance with the provisions of this paragraph, NRP would have the option to elect to redeem the preferred units proposed to be converted for cash at a price equal to the per unit purchase price plus the value of any accrued and unpaid distributions.

On or after March 2, 2025, the holders of the preferred units may elect to convert the preferred units to common units at a conversion rate equal to the Liquidation Value divided by an amount equal to a 10% discount to the VWAP for the 30 trading days immediately prior to the notice of conversion. The “liquidation value” will be an amount equal to the greater of: (1) (a) the per unit purchase price multiplied by (i) prior to March 2, 2020, 1.50, (ii) on or after March 2, 2020 and prior to March 2, 2021, 1.70 and (iii) on or after March 2, 2021, 1.85, less (b)(i) all preferred unit distributions previously made by NRP and (ii) all cash payments previously made in respect of redemption of any PIK units; and (2) the per unit purchase price plus the value of all accrued and unpaid distributions.

To the extent the holders of the preferred units have not elected to convert their preferred units before March 2, 2029, NRP has the right to force conversion of the preferred units at a price equal to the liquidation value divided by an amount equal to a 10% discount to the VWAP for the 30 trading days immediately prior to the notice of conversion.

In addition, NRP has the ability to redeem at any time (subject to compliance with its debt agreements) all or any portion of the preferred units and any outstanding PIK units for cash. The redemption price for each outstanding PIK unit is $1,000 plus the value of any accrued and unpaid distributions per PIK unit. The redemption price for each preferred unit is the liquidation value divided by the number of outstanding preferred units. The preferred units are redeemable at the option of the preferred purchasers only upon a change in control.

The terms of the preferred units contain certain restrictions on NRP's ability to pay distributions on its common units. To the extent that either (i) NRP's consolidated Leverage Ratio, as defined in the Partnership's Fifth Amended and Restated Partnership Agreement dated March 2, 2017 (the "Restated Partnership Agreement"), is greater than 3.25x, or (ii) the ratio of NRP's Distributable Cash Flow (as defined in the Restated Partnership Agreement) to cash distributions made or proposed to be made is less than 1.2x (in each case, with respect to the most recently completed four-quarter period), NRP may not increase the quarterly distribution above $0.45 per quarter without the approval of the holders of a majority of the outstanding preferred units. In addition, if at any time after January 1, 2022, any PIK units are outstanding, NRP may not make distributions on its common units until it has redeemed all PIK units for cash.

The holders of the preferred units have the right to vote with holders of NRP’s common units on an as-converted basis and have other customary approval rights with respect to changes of the terms of the preferred units. In addition, pursuant to the Restated Partnership Agreement, Blackstone had certain approval rights over certain matters as identified in the Restated Partnership Agreement. GoldenTree has limited approval rights that expanded when Blackstone's ownership fell below the minimum preferred unit threshold (as defined below). These approval rights are not transferrable without NRP's consent and terminate at such time that Blackstone (together with their affiliates) or GoldenTree (together with their affiliates), as applicable, no longer own at least 20% of the total number of preferred units issued on the closing date, together with all PIK units that have been issued but not redeemed (the "minimum preferred unit threshold").

At the closing, pursuant to the Board Rights Agreement, the Preferred Purchasers received certain board appointment and observation rights, and Blackstone appointed one director and one observer to the Board of Directors. However, in 2023, we repurchased all of Blackstone's preferred units, which were subsequently retired and no longer remain outstanding, and all rights of Blackstone related thereto ceased as a result. In connection with the repurchase, Blackstone's board designee resigned from the Board of Directors. GoldenTree did not exercise its one-time option pursuant to the Board Rights Agreement to appoint either a director or an observer to the Board of Directors within 30 days of receipt of notice that Blackstone (and their affiliates) no longer own the Minimum Preferred Unit Threshold and GoldenTree no longer has the right to appoint either a director or an observer to the Board of Directors.

NRP also entered into a registration rights agreement (the "preferred unit and warrant registration rights agreement") with the preferred purchasers, pursuant to which NRP is required to file (i) a shelf registration statement to register the common units issuable upon exercise of the warrants and to cause such registration statement to become effective not later than 90 days following the closing date and (ii) a shelf registration statement to register the common units issuable upon conversion of the preferred units and to cause such registration statement to become effective not later than the earlier of the fifth anniversary of the closing date or 90 days following the first issuance of any common units upon conversion of preferred units. In addition, the preferred unit and warrant registration rights agreement gives the preferred purchasers piggyback registration and demand underwritten offering rights under certain circumstances. The shelf registration statement to register the common units issuable upon exercise of the warrants became effective on April 20, 2017. The shelf registration statement to register the common units issuable upon exercise of the preferred units became effective on February 11, 2022.

Table of Contents

NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

Accounting for the Preferred Units and Warrants

Classification

The preferred units ~~are~~were accounted for as temporary equity on NRP's Consolidated Balance Sheets due to certain contingent redemption rights that may behave been exercised at the election of preferred purchasers. The warrants ~~are~~were accounted for as equity on NRP's Consolidated Balance Sheets.

Initial Measurement

The net transaction price was allocated to the preferred units and warrants based on their relative fair values at inception date. NRP allocated the transaction issuance costs to the preferred units and warrants primarily on a pro-rata basis based on their relative inception date allocated values.

Subsequent Measurement

Preferred Units

~~Subsequent~~During ~~adjustment~~the ofyear ended December 31, 2024, the ~~preferred~~Partnership ~~units~~redeemed ~~will~~a ~~not~~total ~~occur~~of 71,666 preferred ~~until~~units ~~NRP~~for ~~has~~$71.7 million ~~determined~~in ~~that~~cash. During the ~~conversion~~year orended December ~~redemption~~31, of2023, ~~all~~the orPartnership redeemed a ~~portion~~total of ~~the~~178,334 preferred ~~units~~unit isfor ~~probable~~$178.3 ofmillion ~~occurring~~in cash. ~~Once~~Of ~~conversion~~the ororiginally ~~redemption~~issued ~~becomes~~250,000 ~~probable~~preferred units, ~~the~~no ~~carrying~~preferred ~~amount~~units ofremained ~~the~~outstanding ~~preferred~~as ~~units~~of December ~~will~~31, be2024. ~~accreted~~and to71,666 ~~their~~preferred ~~redemption~~units ~~value~~remained ~~over~~outstanding ~~the~~as ~~period~~of December ~~from~~31, ~~the~~2023. ~~date~~The ~~conversion~~preferred orunits ~~redemption~~had ~~becomes~~a ~~probable~~$47.2 million ofcarrying ~~occurring~~value toincluded ~~the~~in ~~date~~class ~~the~~A convertible preferred units ~~can~~on ~~first~~the bePartnership's ~~converted~~Consolidated orBalance ~~redeemed~~Sheets at December 31, 2023.

In 2023, the Partnership received notices from holders of the preferred units exercising their right to either convert or redeem, at the election of NRP, an aggregate of 83,333 preferred units. The Partnership chose to redeem the preferred units for $83.3 million in cash rather than converting them into common units. In 2023, the Partnership also executed negotiated transactions with holders of the preferred units pursuant to which it repurchased and retired an aggregate of 95,001 preferred units for $95.0 million in cash. Of the originally issued 250,000 preferred units, 71,666 preferred units remain outstanding as of December 31, 2023. Following these redemptions and repurchases, the subject preferred units were retired and no longer remain outstanding, and Blackstone ceased to own any preferred units. All rights of Blackstone related to its ownership of preferred units, including Blackstone's right to appoint a board designee have ceased.

Activity related to the preferred units is as follows:

	Units			Financial
(In thousands, except unit data)	Outstanding			Position
Balance at December 31, 2020		253,750		$	168,337
Distribution paid-in-kind		15,571			15,571
Balance at December 31, 2021		269,321		$	183,908
Redemption of preferred units paid-in-kind		(19,321	)		(19,321	)
Balance at December 31, 2022		250,000		$	164,587
Redemption of preferred units		(178,334	)		(117,406	)
Balance at December 31, 2023		71,666		$	47,181
Redemption of preferred units		(71,666	)		(47,181	)
Balance at December 31, 2024		—		$	—

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

Warrants

~~Subsequent~~During ~~adjustment~~the year ofended December 31, 2024, the Partnership settled a total of 1,540,000 warrants ~~will~~to ~~not~~purchase ~~occur~~common ~~until~~units ~~the~~with ~~warrants~~a ~~are~~strike ~~exercised~~price of $34.00. On January 29, at2024 ~~which~~(the "January ~~time~~2024 exercise date"), ~~NRP may~~holders of the Partnership's warrants exercised 462,165 warrants at ~~its~~a ~~option,~~strike ~~elect~~price toof ~~settle~~$34.00. The Partnership settled the warrants on a net basis with $10.0 million in cash and 198,767 common units. orThe 15-day ~~cash~~VWAP ending on the business day prior to the January 2024 exercise date was $97.62. On February 7, 2024 (the "February ~~each~~7, 2024 exercise date"), holders of the Partnership's warrants exercised 128,750 warrants at a strike price of $34.00. The Partnership settled the warrants on a net basis with $8.0 million in cash. The 15-day ~~net~~VWAP ~~basis~~ending ~~will~~on bethe ~~equal~~business day prior to the February ~~difference~~7, ~~between~~2024 exercise date was $96.29. On February 8, 2024 (the "February 8, 2024 exercise date"), holders of the Partnership's ~~common~~warrants ~~unit~~exercised 128,750 warrants at a strike price ~~and~~of $34.00. The 15-day VWAP ending on the business day prior to the February 8, 2024 exercise date was $95.63. The Partnership settled these warrants on a net basis with $7.9 million in cash. On February 14, 2024 (the "February 14, 2024 exercise date"), holders of the Partnership's warrants exercised 500,000 warrants at a strike price of $34.00. The 15-day VWAP ending on the ~~warrant~~business day prior to the February 14, 2024 exercise date was $93.47. ~~Once~~The ~~warrant~~Partnership settled these warrants on a net basis with $29.7 million in cash. In April 2024 (the "April 2024 exercise ~~occurs~~date"), holders of the ~~difference~~Partnership's ~~between~~warrants ~~the~~exercised 320,335 warrants ~~carrying~~at ~~amount~~a strike price of $34.00. The Partnership settled the warrants ~~and~~on ~~the~~a net ~~settlement~~basis ~~amount~~with ~~will~~$10.0 million bein cash ~~allocated~~and 89,059 common units. The 15-day VWAP ending on athe ~~pro-rata~~business ~~basis~~day prior to the April ~~common~~2024 exercise ~~unitholders~~date ~~and~~was ~~general partner~~$90.33.

In 2023, the Partnership negotiated transactions with holders of the Partnership's warrants pursuant to which the Partnership repurchased and retired an aggregate of 752,500 warrants with a strike price of $22.81 and 710,000 warrants with a strike price of $34.00 for approximately $56.1 million in cash. As of December 31, ~~2023~~2024, ~~1,540,000~~zero warrants ~~with a strike price of $34.00 remained outstanding.~~ ~~As of December 31, 2022, 3,002,500 warrants~~ remained outstanding~~, which included warrants to purchase 752,500 common units at a strike price of $22~~.~~81 and warrants to purchase 2,250,00 common units at a strike price of $34.00. These warrants had a $23.1~~ million and $48.0 million carrying value included in warrant holders' interest within partners' capital on the Partnership's Consolidated Balance Sheets at December 31, 2023 and December 31, 2022, respectively.

~~On November~~Of ~~10, 2021 (~~the ~~"exercise~~originally ~~date")~~issued 4,000,000 warrants, no warrants ~~Blackstone~~remain ~~exercised~~outstanding ~~all~~as of December ~~its 997~~31,~~500~~ 2024 and 1,540,000 warrants to ~~with~~purchase common units with a strike price of $2234.8100 were ~~and~~outstanding ~~NRP~~as ~~settled~~of December ~~the~~31, 2023. These warrants inhad ~~cash on~~ a ~~net~~carrying ~~basis.~~value ~~NRP delivered the net cash settlement amount~~ of $923.21 million. included ~~The~~in ~~15-day~~warrant ~~VWAP~~holders' ~~ending~~interest onwithin ~~the~~partners' ~~business~~capital ~~day~~on ~~prior~~the toPartnership's ~~the~~Consolidated ~~exercise~~Balance ~~date~~Sheets ~~was~~at December ~~$32~~31, 2023.~~02.~~

Activity related to the warrants is as follows:

	Warrants			Financial
(In thousands, except warrant data)	Outstanding			Position
Balance at December 31, 2020		4,000,000		$	66,816
Warrant settlement		(997,500	)		(18,852	)
Balance at December 31, 2021 and 2022		3,002,500		$	47,964
Warrant settlement		(1,462,500	)		(24,869	)
Balance at December 31, 2023		1,540,000		$	23,095
Warrant settlements		(1,540,000	)		(23,095	)
Balance at December 31, 2024		—		$	—

~~On January~~Embedded 29, 2024 (the "January 2024 exercise date"), holders of the Partnership's warrants exercised 462,165 warrants at a strike price of $34.00. The Partnership settled the warrants on a net basis with $10.0 million in cash and 198,767 common units. The 15-day VWAP ending on the business day prior to the January 2024 exercise date was $97.62. On February 7, 2024 (the "February 7, 2024 exercise date"), holders of the Partnership's warrants exercised 128,750 warrants at a strike price of $34.00. The Partnership settled the warrants on a net basis with $8.0 million in cash. The 15-day VWAP ending on the business day prior to the February 7, 2024 exercise date was $96.29. On February 8, 2024 (the "February 8, 2024 exercise date"), holders of the Partnership's warrants exercised 128,750 warrants at a strike price of $34.00. The 15-day VWAP ending on the business day prior to the February 8, 2024 exercise date was $95.63. The Partnership settled these warrants on a net basis with $7.9 million in cash. On February 14, 2024 (the "February 14, 2024 exercise date"), holders of the Partnership's warrants exercised 500,000 warrants at a strike price of $34.00. The 15-day VWAP ending on the business day prior to the February 14, 2024 exercise date was $93.47. The Partnership settled these warrants on a net basis with $29.7 million in cash. Following these transactions, of the originally issued 4,000,000 warrants, 320,335 warrants with a strike price of $34.00 remain outstanding. As a result of these settlements, warrant holders' interest on the Partnership's Statement of Partners' Capital decreased by $18.3 million during the first quarter of 2024. Features

Certain embedded features within the preferred unit and warrant purchase agreement ~~are~~were accounted for at fair value and ~~are~~were remeasured each quarter. See Note 12. Fair Value Measurements for further information regarding valuation of these embedded derivatives.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

5. Common and Preferred Unit Distributions

The Partnership makes cash distributions to common unitholders and made cash distributions to preferred unitholders on a quarterly basis, subject to approval by the Board of Directors. NRP recognizes both common unit and preferred unit distributions on the date the distribution is declared.

Distributions made on the common units and the general partner's general partner ("GP") interest are made on a pro-rata basis in accordance with their relative percentage interests in the Partnership. The general partner is entitled to receive 2% of such distributions.

Income available to common unitholders and the general partner is ~~adjusted~~reduced by preferred unit distributions that accumulated during the period. NRP ~~adjusted~~reduced net income available to common unitholders and the general partner by $164.72 million, $3016.0 7 million and $3130.60 million during the year ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively, as a result of accumulated preferred unit distributions earned during the period. Income available to common unitholders and the general partner is also reduced by the difference between the fair value of the consideration paid upon redemption and the carrying value of the preferred units. As such, NRP reduced net income available to common unitholders and the general partner by $24.5 million and $60.9 million during the year ended December 31, 2024 and 2023, respectively.

The following table shows the cash distributions declared and paid to common and preferred unitholders during the year ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively:

		Cash Distributions								Paid-in-kind Distributions
		Common Units				Preferred Units
		Common Units				Preferred Units
				Total				Total
				Total				Total		Total
		Distribution		Distribution (1)		Distribution		Distribution
		Distribution		Distribution (1)		Distribution		Distribution		Distribution
Month Paid	Period Covered by Distribution	per Unit		(In thousands)		per Unit		(In thousands)
Date Paid	Period Covered by Distribution	per Unit		(In thousands)		per Unit		(In thousands)		(In units)
2024
2023
February	October 1 - December 31, 2023	$	0.75	$	9,918	$	30.00	$	2,150
February	October 1 - December 31, 2022	$	0.75	$	9,571	$	30.00	$	7,500		—
March (2)	Special Distribution		2.44		32,268		—		—
February (2)	January 1 - February 8, 2023		—		—		12.33		586		—
May	January 1 - March 31, 2024		0.75		9,987		30.00		2,150
March (3)	Special Distribution		2.43		31,329		—		—		—
May (3)	April 1 - May 8, 2024		—		—		12.33		493
May	January 1 - March 31, 2023		0.75		9,669		30.00		6,075		—
August	April 1 - June 30, 2024		0.75		9,986		30.00		950
May (4)	April 1 - May 5, 2023		—		—		11.33		406		—
September (4)	July 1 - September 3, 2024		—		—		20.68		655
June (5)	April 1 - June 2, 2023		—		—		20.33		915		—
November	July 1 - September 30, 2024		0.75		9,987		—		—
August	April 1 - June 30, 2023		0.75		9,669		30.00		3,650		—
2023
August (6)	June 30 - August 8, 2023		—		—		12.33		432		—
February	October 1 - December 31, 2022	$	0.75	$	9,571	$	30.00	$	7,500
September (7)	June 30 - September 12, 2023		—		—		23.67		355		—
February (5)	January 1 - February 8, 2023		—		—		12.33		586
November	July 1 - September 30, 2023		0.75		9,670		30.00		2,150		—
March (6)	Special Distribution		2.43		31,329		—		—
2022
May	January 1 - March 31, 2023		0.75		9,669		30.00		6,075
February	October 1 - December 31, 2021	$	0.45	$	5,672	$	30.00	$	7,500		—
May (7)	April 1 - May 5, 2023		—		—		11.33		406
February (8)	January 1 - February 8, 2022		—		—		13.35		258		—
June (8)	April 1 - June 2, 2023		—		—		20.33		915
May	January 1 - March 31, 2022		0.75		9,570		30.00		7,500		—
August	April 1 - June 30, 2023		0.75		9,669		30.00		3,650
August	April 1 - June 30, 2022		0.75		9,571		30.00		7,500		—
August (9)	June 30 - August 8, 2023		—		—		12.33		432
November	July 1 - September 30, 2022		0.75		9,571		30.00		7,500		—
September (10)	June 30 - September 12, 2023		—		—		23.67		355
2021
November	July 1 - September 30, 2023		0.75		9,670		30.00		2,150
February	October 1 - December 31, 2020	$	0.45	$	5,630	$	15.00	$	3,806		3,806
2022
May	January 1 - March 31, 2021		0.45		5,672		15.00		3,864		3,864
February	October 1 - December 31, 2021	$	0.45	$	5,672	$	30.00	$	7,500
August	April 1 - June 30, 2021		0.45		5,671		15.00		3,921		3,921
February (11)	January 1 - February 8, 2022		—		—		13.35		258
November	July 1 - September 30, 2021		0.45		5,672		15.00		3,980		3,980
May	January 1 - March 31, 2022		0.75		9,570		30.00		7,500
August	April 1 - June 30, 2022		0.75		9,571		30.00		7,500
November	July 1 - September 30, 2022		0.75		9,571		30.00		7,500

(1)	Totals include the amount paid to NRP's general partner in accordance with the general partner's 2% general partner interest.
(2)	~~Relates~~Special distribution was made to ~~accrued~~help ~~distribution~~cover ~~paid~~unitholder ~~upon~~tax ~~the~~liabilities ~~redemption~~associated ofwith ~~47,499~~owning ~~preferred~~NRP common units induring ~~February~~ 2023.
(3)	~~Special~~Relates ~~distribution was made~~ to ~~help~~accrued ~~cover~~distribution ~~unitholder~~paid ~~tax~~upon ~~liabilities~~the ~~associated~~redemption ~~with~~of ~~owning~~40,000 ~~NRP's~~preferred ~~common~~ units ~~during~~in ~~2022.~~May 2024
(4)	Relates to accrued distribution paid upon the redemption of 3531,~~834~~666 preferred units in ~~May~~September ~~2023~~2024.
(5)	Relates to accrued distribution paid upon the redemption of 4547,~~000~~499 preferred units in ~~June~~February 2023.
(6)	~~Relates~~Special distribution was made to ~~accrued~~help ~~distribution~~cover ~~paid~~unitholder ~~upon~~tax ~~the~~liabilities ~~redemption~~associated ofwith ~~35,000~~owning ~~preferred~~NRP's common units induring ~~August 2023~~2022.
(7)	Relates to accrued distribution paid upon the redemption of 1535,~~001~~834 preferred units in ~~September~~May 2023.
(8)	Relates to accrued distribution paid upon the redemption of 1945,~~321~~000 preferred units ~~paid-~~in~~-kind~~ inJune ~~February 2022~~2023.
(9)	Relates to accrued distribution paid upon the redemption of 35,000 preferred units in August 2023.
(10)	Relates to accrued distribution paid upon the redemption of 15,001 preferred units in September 2023.
(11)	Relates to accrued distribution paid upon the redemption of 19,321 preferred units paid-in-kind in February 2022.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

6. Net Income Per Common Unit

Basic net income per common unit is computed by dividing net income, after considering income attributable to preferred unitholders, the difference between the fair value of the consideration paid upon redemption and the carrying value of the preferred units, and the general partner’s general partner interest, by the weighted average number of common units outstanding. Diluted net income per common unit includes the effect of NRP's preferred units, warrants, and unvested unit-based awards if the inclusion of these items is dilutive.

The dilutive effect of the preferred units is calculated using the if-converted method. Under the if-converted method, the preferred units are assumed to be converted at the beginning of the period, and the resulting common units are included in the denominator of the diluted net income per unit calculation for the period being presented. Distributions declared in the period and undeclared distributions on the preferred units that accumulated during the period are added back to the numerator for purposes of the if-converted calculation. The calculation of diluted net income per common unit for the year ended December 31, 2024, 2023 ~~includes~~ ~~the~~and ~~assumed~~2022 ~~conversion~~includes of the ~~remaining preferred units while it does not include the~~ assumed conversion of the preferred units that ~~were~~remained ~~redeemed~~outstanding during the ~~year~~respective ~~ended December 31, 2023 as the inclusion of these units would be anti-dilutive~~period. The calculation of diluted net income per common unit for the year ended December 31, ~~2022~~2024 and ~~2021~~2023 ~~includes~~does not include the assumed conversion of preferred units that were redeemed during the ~~preferred~~period, as the inclusion of these units would be anti-dilutive.

The dilutive effect of the warrants is calculated using the treasury stock method, which assumes that the proceeds from the exercise of these instruments are used to purchase common units at the average market price for the period. The calculation of diluted net income per common unit for the year ended December 31, ~~2023 includes the net settlement of warrants to purchase 1~~2024,~~540,000~~ ~~common~~2023 ~~units~~and ~~with a strike price of $34.00. The calculation of diluted net income per common unit for the year ended December 31,~~ 2022 includes the net settlement of ~~warrants to purchase 752,500 common units with a strike price of $22.81 and~~ the ~~net settlement of~~ warrants ~~to purchase 2,250,000 common units with a strike price of $34.00. The calculation of diluted net income per common unit~~ for the ~~year ended December~~period ~~31,~~during ~~2021 includes~~which ~~the~~they ~~net~~were ~~settlement of warrants to purchase 752,500 common units with a strike price of $22~~outstanding.~~81 but does not include the net settlement of warrants to purchase 2,250,000 common units with a strike price of $34.00 because the impact would have been anti-dilutive.~~

The following table reconciles the numerators and denominators of the basic and diluted net income per common unit computations and calculates basic and diluted net income per common unit:

For the Year Ended December 31,

(In thousands, except per unit data)

~~2023~~2024

~~2022~~2023

~~2021~~2022

Basic net income per common unit

Net income attributable to common unitholders

~~196~~151,~~771~~813

~~233~~196,~~722~~771

75233,~~747~~722

Weighted average common units—basic

12,~~619~~991

12,~~484~~619

12,~~337~~484

Basic net income per common unit

1511.5969

1815.7259

618.1472

Diluted net income per common unit

Weighted average common units—basic

12,~~619~~991

12,~~484~~619

12,~~337~~484

Plus: dilutive effect of preferred units

~~2,059~~281

62,~~176~~059

96,~~604~~176

Plus: dilutive effect of warrants

~~1,202~~139

~~783~~1,202

74783

Plus: dilutive effect of unvested unit-based awards

~~216~~236

~~210~~216

~~178~~210

Weighted average common units—diluted

1613,~~096~~647

1916,~~653~~096

2219,~~193~~653

Net income

~~278~~183,~~435~~644

~~268~~278,~~492~~435

~~108~~268,~~902~~492

Less: income attributable to preferred unitholders

(21,~~694~~148

)

—(2,694

)

—

Less: redemption of preferred units

(6024,~~929~~485

)

—(60,929

)

—

Diluted net income attributable to common unitholders and the general partner

~~214~~158,~~812~~011

~~268~~214,~~492~~812

~~108~~268,~~902~~492

Less: diluted net income attributable to the general partner

(43,~~296~~160

)

(54,~~370~~296

)

(25,~~178~~370

)

Diluted net income attributable to common unitholders

~~210~~154,~~516~~851

~~263~~210,~~122~~516

~~106~~263,~~724~~122

Diluted net income per common unit

1311.0835

13.3908

413.8139

60 68

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

7. Segment Information

The Partnership's segments are strategic business units that offer distinct products and services to different customers in different geographies within the U.S. and that are managed accordingly. NRP has the following two operating segments:

Mineral Rights—consists of mineral interests and other subsurface rights across the United States. NRP's ownership provides critical inputs for the manufacturing of steel, electricity and basic building materials, as well as opportunities for carbon sequestration and renewable energy. The Partnership is working to strategically redefine its business as a key player in the transitional energy economy in the years to come.

Soda Ash—consists of the Partnership's 49% non-controlling equity interest in Sisecam Wyoming, a trona ore mining operation and soda ash refinery in the Green River Basin of Wyoming. Sisecam Wyoming mines trona and processes it into soda ash that is sold both domestically and internationally into the glass and chemicals industries.

Direct segment costs and certain other costs incurred at the corporate level that are identifiable and that benefit the Partnership's segments are allocated to the operating segments accordingly. These allocated costs generally include salaries and benefits, insurance, property taxes, legal, royalty, information technology and shared facilities services and are included in operating and maintenance expenses on the Partnership's Consolidated Statements of Comprehensive Income.

Corporate and Financing includes functional corporate departments that do not earn revenues. Costs incurred by these departments include interest and financing, corporate headquarters and overhead, centralized treasury, legal and accounting and other corporate-level activity not specifically allocated to a segment and are included in general and administrative expenses on the Partnership's Consolidated Statements of Comprehensive Income.

NRP’s Chief Operating Decision Makers (“CODM”) are its Chief Executive Officer and President and Chief Operating Officer. Together, they evaluate the Partnership’s performance monthly through a review of the segments’ net income and free cash flow as compared to budget and utilize this information to assess the segments’ performance and allocate resources. NRP does not conduct operations on any of its assets or directly engage in any type of industrial activity. Instead, it leases its mineral and other rights to companies that conduct operations on its properties in exchange for paying royalties and other fees to the Partnership. Operating expenses, capital costs and other liabilities arising out of production activities are borne entirely by NRP's lessees. In the case of its soda ash investment, operations are managed by NRP's partner, Sisecam Chemicals Wyoming LLC. As such, none of the Partnership's expenses are considered to affect the trends reflected in the segments or consolidated information nor are they considered important to NRP’s future profitability. Accordingly, NRP has determined its significant segment expenses to be its employee related expenses, including compensation (salaries, benefits and bonus) and long-term incentive compensation as well as interest expense and property tax expense. The Partnership is responsible for paying property taxes on the properties it owns. Typically, NRP's lessees are contractually responsible for reimbursing the Partnership for property taxes on the leased properties and this reimbursement amount is included within the Mineral Rights segment revenues. Reclassifications have been made to prior year amounts to conform with current year presentation.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

The following table summarizes certain financial information for each of the Partnership's business segments:

	Operating Segments
(In thousands)	Mineral Rights		Soda Ash		Corporate and Financing			Total
For the Year Ended December 31, 2024
Revenues	$	245,027	$	—	$	—		$	245,027
Equity in earnings of Sisecam Wyoming		—		18,135		—			18,135
Gain on asset sales and disposals		4,845		—		—			4,845
Total revenues and other income	$	249,872	$	18,135	$	—		$	268,007
Less:									—
Compensation (salaries, benefits and bonus)	$	7,948	$	—	$	8,570		$	16,518
Long-term incentive compensation (1)		1,785		—		9,466			11,251
Property taxes		7,704		—		—			7,704
Depreciation, depletion and amortization		15,517		—		18			15,535
Asset impairments		87		—		—			87
Interest expense, net (2)		—		—		15,554			15,554
Other segment items (3)		10,428		171		7,115			17,714
Net income (loss)	$	206,403	$	17,964	$	(40,723	)	$	183,644
As of December 31, 2024
Total assets	$	509,127	$	257,355	$	6,425		$	772,907
For the Year Ended December 31, 2023
Revenues	$	293,656	$	~~73,397~~—	$	—		$	~~367~~293,~~053~~656
Equity in earnings of Sisecam Wyoming		—		73,397		—			73,397
Gain on asset sales and disposals		2,956		—		—			2,956
Operating and maintenance expenses		32,058		257		—			32,315
Total revenues and other income	$	296,612	$	73,397	$	—		$	370,009
Less:
Compensation (salaries, benefits and bonus)	$	8,382	$	—	$	10,204		$	18,586
Long-term incentive compensation (4)		2,022		—		8,711			10,733
Property taxes		6,758		—		—			6,758
Depreciation, depletion and amortization		18,471		—		18			18,489
General and administrative expenses		—		—		26,111			26,111
Asset impairments		556		—		—			556
Other expenses, net		—		—		14,103			14,103
Interest expense, net (2)		—		—		14,103			14,103
Net income (loss)		245,527		73,140		(40,232	)		278,435
Other segment items (3)		14,896		257		7,196			22,349
Net income (loss)	$	245,527	$	73,140	$	(40,232	)	$	278,435
As of December 31, 2023
Total assets	$	516,844	$	276,549	$	4,483		$	797,876
For the Year Ended December 31, 2022
Revenues	$	328,085	$	~~59,795~~—	$	—		$	~~387~~328,~~880~~085
Equity in earnings of Sisecam Wyoming		—		59,795		—			59,795
Gain on asset sales and disposals		1,082		—		—			1,082
Operating and maintenance expenses		34,743		160		—			34,903
Total revenues and other income	$	329,167	$	59,795	$	—		$	388,962
Less:
Compensation (salaries, benefits and bonus)	$	8,206	$	—	$	9,388		$	17,594
Long-term incentive compensation (5)		1,259		—		4,505			5,764
Property taxes		6,389		—		—			6,389
Depreciation, depletion and amortization		22,519		—		—			22,519
General and administrative expenses		—		—		21,852			21,852
Asset impairments		4,457		—		—			4,457
Other expenses, net		—		—		36,739			36,739
Interest expense, net (2)		—		—		26,274			26,274
Net income (loss)		267,448		59,635		(58,591	)		268,492
Loss on extinguishment of debt		—		—		10,465			10,465
As of December 31, 2022
Other segment items (3)		18,889		160		7,959			27,008
Total assets	$	566,615	$	306,470	$	4,046		$	877,131
Net income (loss)	$	267,448	$	59,635	$	(58,591	)	$	268,492
For the Year Ended December 31, 2021
Revenues	$	194,248	$	21,871	$	—		$	216,119
Gain on asset sales and disposals		245		—		—			245
Operating and maintenance expenses		26,880		169		—			27,049
Depreciation, depletion and amortization		19,075		—		—			19,075
General and administrative expenses		—		—		17,360			17,360
Asset impairments		5,102		—		—			5,102
Other expenses, net		24		—		38,852			38,876
Net income (loss)		143,412		21,702		(56,212	)		108,902

61 (1) Long-term incentive compensation for the year ended December 31, 2024 includes (1) Mineral Rights segment: $1.4 million of equity compensation and $0.4 million of cash compensation; (2) Corporate & Financing segment: $9.1 million of equity compensation and $0.4 of cash compensation

⁽²⁾	Included in interest expense, net was $0.7 million, $0.3 million and $0.3 million of interest income for the years ended December 31, 2024, 2023 and 2022, respectively.
⁽³⁾	Other segment items in the Mineral Rights segment primarily include: insurance, legal, overriding royalty expense, processing and transportation expense, information technology, shared facility services, rent and professional fees. Other segment items in the Soda Ash segment primarily include professional fees. Other segment items in the Corporate and Financing segment primarily include: insurance, legal, information technology, shared facility services, rent and professional fees.
⁽⁴⁾	Long-term incentive compensation for the year ended December 31, 2023 includes (1) Mineral Rights segment: $1.4 million of equity compensation and $0.6 million of cash compensation; (2) Corporate & Financing segment: $8.4 million of equity compensation and $0.3 million of cash compensation
⁽⁵⁾	Long-term incentive compensation for the year ended December 31, 2022 includes (1) Mineral Rights segment: $0.8 million of equity compensation and $0.5 million of cash compensation; (2) Corporate & Financing segment: $4.1 million of equity compensation and $0.3 million of cash compensation

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

8. Equity Investment

The Partnership accounts for its 49% investment in Sisecam Wyoming using the equity method of accounting. Activity related to this investment is as follows:

For the Year Ended December 31,

(In thousands)

~~2023~~2024

~~2022~~2023

~~2021~~2022

Balance at beginning of period

~~306~~276,~~470~~549

~~276~~306,~~004~~470

~~262~~276,~~514~~004

Income allocation to NRP’s equity interests (1)

7822,~~179~~800

6478,~~712~~179

2664,~~979~~712

Amortization of basis difference

(4,~~783~~665

)

(4,~~917~~783

)

(54,~~108~~917

)

Other comprehensive income (loss)

~~(21~~1,~~839~~452

)

15(21,~~506~~839

)

215,~~889~~506

Distributions

(8138,~~478~~781

)

(4481,~~835~~478

)

(1144,~~270~~835

)

Balance at end of period

~~276~~257,~~549~~355

~~306~~276,~~470~~549

~~276~~306,~~004~~470

(1) Amounts reclassified into income out of accumulated other comprehensive loss ~~were~~was $~~(17~~6.9)0 million, $(617.89) million and $0(6.08) million for the year ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively.

The difference between the amount at which the investment in Sisecam Wyoming is carried and the amount of underlying equity in Sisecam Wyoming's net assets was $~~116~~111.69 million and $~~121~~116.3 6 million as of December 31, ~~2023~~2024 and ~~2022~~2023, respectively. This excess basis relates to property, plant and equipment and right to mine assets. The excess basis difference that relates to property, plant and equipment is being amortized into income using the straight-line method over 27 years. The excess basis difference that relates to right to mine assets is being amortized into income using the units of production method.

The following table represents summarized financial information for Sisecam Wyoming as derived from their respective financial statements for the years ended December 31, ~~2023~~2024, ~~2022,~~2023 and ~~2021~~2022:

For the Year Ended December 31,

(In thousands)

~~2023~~2024

~~2022~~2023

~~2021~~2022

Net sales

~~773~~578,~~590~~106

~~720~~773,~~120~~590

~~540~~720,~~139~~120

Gross profit

~~187~~76,~~929~~820

~~162~~187,~~575~~929

80162,~~550~~575

Net income

~~159~~46,~~549~~530

~~132~~159,~~065~~549

55132,~~059~~065

The financial position of Sisecam Wyoming is summarized as follows:

	December 31,
(In thousands)	~~2023~~2024		~~2022~~2023
Current assets	$	~~253~~247,~~754~~937	$	~~340~~253,~~437~~754
Noncurrent assets		~~284~~277,~~131~~471		~~292~~284,~~915~~131
Current liabilities		9178,~~853~~135		~~111~~91,~~258~~853
Noncurrent liabilities		~~119~~150,~~533~~428		~~144~~119,~~290~~533

62 71

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

9. Mineral Rights, Net

The Partnership’s mineral rights consist of the following:

	December 31,
	2023							2022
	2024							2023
(In thousands)	Carrying Value		Accumulated Depletion			Net Book Value		Carrying Value		Accumulated Depletion			Net Book Value
Coal properties	$	~~661~~660,~~256~~961	$	(~~285~~299,~~470~~404	)	$	~~375~~361,~~786~~557	$	661,~~812~~256	$	(~~269~~285,~~037~~470	)	$	~~392~~375,~~775~~786
Aggregates properties		8,655		(34,~~761~~065	)		4,~~894~~590		8,655		(3,~~410~~761	)		54,~~245~~894
Oil and gas royalty properties		12,354		(10,~~082~~394	)		21,~~272~~960		12,354		(910,~~600~~082	)		2,~~754~~272
Other		13,143		(1,612	)		11,531		13,~~150~~143		(1,612	)		11,~~538~~531
Total mineral rights, net	$	695,~~408~~113	$	(~~300~~315,~~925~~475	)	$	~~394~~379,~~483~~638	$	695,~~971~~408	$	(~~283~~300,~~659~~925	)	$	~~412~~394,~~312~~483

Depletion expense related to the Partnership’s mineral rights is included in depreciation, depletion and amortization on its Consolidated Statements of Comprehensive Income and totaled $1714.38 million, $2017.93 million and $1720.69 million for the year ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively.

During the year ended December 31, 2024, the Partnership recorded a gain $4.8 million, included in gain on asset sales and disposals on the Consolidated Statements of Comprehensive Income primarily related to a coal property condemnation in the second quarter of 2024. During the years ended December 31, 2023 and 2022, the Partnership had $3.0 million and $1.1 million, respectively, included in gains on asset sales and disposals on the Consolidated Statements of Comprehensive Income.

Impairment of Mineral Rights

During the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, the Partnership identified facts and circumstances that indicated that the carrying value of certain of its mineral rights exceed future cash flows from those assets and recorded non-cash impairment expense included in asset impairments on the Consolidated Statements of Comprehensive Income as follows:

	For the Year Ended December 31,
(In thousands)	~~2023~~2024		~~2022~~2023		~~2021~~2022
Coal properties (1)	$	~~556~~87	$	~~4,365~~556	$	54,~~015~~365
Aggregates properties (2)		—		92		87
Aggregates properties		—		—		92
Total	$	~~556~~87	$	~~4,457~~556	$	54,~~102~~457

(1) The Partnership recorded $0.1 million and $0.6 million of impairment expense during the year ended December 31, 2024 and 2023, respectively. The Partnership recorded $4.4 million of impairment expense during the year ended December 31, 2022 primarily related to assets whose undiscounted future net cash flows were less than their net book values. Of this amount, $2.6 million of impairment expense related to an asset with $4.3 million of net book value, resulting in a fair value of $1.7 million at December 31, 2022. The fair value of the impaired asset at December 31, 2022 was calculated using a discount rate of 15%. ~~The Partnership recorded $5.0 million of impairment expense during the year ended December 31, 2021 primarily related to the full impairment of an asset resulting from a lease termination.~~ NRP compared the net book value of its ~~coal~~mineral ~~properties~~rights to estimated undiscounted future net cash flows. If the net book value exceeded the undiscounted future cash flows, the Partnership recorded an impairment for the excess of the net book value over fair value. A discounted cash flow model was used to estimate the level 3 fair value. Significant inputs used to determine fair value include estimates of future cash flows from coal sales and minimum payments, discount rate and useful economic life. Estimated cash flows are the product of a process that began with current realized pricing as of the measurement date and included an adjustment for risk related to the future realization of cash flows. The impairment recorded during the year ended December 31, 2022 was based on the estimated fair value of the assets versus its net book value and is a level 3 non-recurring fair value estimate.

(2) The Partnership recorded $0.1 million of aggregates royalty property impairments during the years ended December 31, 2022 and 2021. NRP compared the net book value of its aggregates properties to estimated undiscounted future net cash flows. If the net book value exceeded the undiscounted cash flows, the Partnership recorded an impairment for the excess of the net book value over fair value. A discounted cash flow model was used to estimate the level 3 fair value. Significant inputs used to determine fair value include estimates of future cash flows from aggregates sales and minimum payments, discount rate and useful economic life. Estimated cash flows are the product of a process that began with current realized pricing as of the measurement date and included an adjustment for risk related to the future realization of cash flows. 72

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

10. Intangible Assets, Net

The Partnership's intangible assets consist of above-market coal royalty and related transportation contracts with subsidiaries of Foresight Energy Resources LLC ("Foresight") pursuant to which the Partnership receives royalty payments for coal sales and throughput fees for the transportation and processing of coal. The Partnership's intangible assets included on its Consolidated Balance Sheets are as follows:

	December 31,
(In thousands)	~~2023~~2024			~~2022~~2023
Intangible assets at cost	$	51,353		$	51,353
Less: accumulated amortization		(3738,~~671~~429	)		(3637,~~640~~671	)
Total intangible assets, net	$	1312,~~682~~924		$	1413,~~713~~682

Amortization expense included in depreciation, depletion and amortization on the Partnership's Consolidated Statements of Comprehensive Income was $1.0.8 million, $1.40 million and $1.34 million for the year ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively.

The estimates of amortization expense for the years ended December 31, as indicated below, are based on current lessee mining plans and are subject to revision as those plans change in future periods.

(In thousands)	Estimated Amortization Expense
2024	$	884
2025	$	792
2025		813
2026		691
2026		753
2027		1,008
2027		720
2028		720
2028		480
2029		480

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

11. Debt, Net

The Partnership's debt consists of the following:

	December 31,
(In thousands)	~~2023~~2024			~~2022~~2023
Opco Credit Facility	$	95113,~~834~~684		$	7095,~~000~~834
Opco Senior Notes
5.55% with semi-annual interest payments in June and December, with annual principal payments in June, due June 2023	$	—		$	2,366
5.82% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024	$	—		$	12,685
4.73% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2023		—			6,004
8.92% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024		—			4,012
5.82% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024		12,685			25,368
5.03% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026		22,841			34,262
8.92% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024		4,012			8,023
5.18% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026		5,822			8,732
5.03% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026		34,262			45,683
Total Opco Senior Notes	$	28,663		$	59,691
5.18% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026		8,732			11,643
Total debt at face value	$	142,347		$	155,525
Total Opco Senior Notes	$	59,691		$	99,087
Net unamortized debt issuance costs		(279	)		(467	)
Total debt at face value	$	155,525		$	169,087
Total debt, net	$	142,068		$	155,058
Net unamortized debt issuance costs		(467	)		(806	)
Less: current portion of long-term debt		(14,192	)		(30,785	)
Total debt, net	$	155,058		$	168,281
Total long-term debt, net	$	127,876		$	124,273
Less: current portion of long-term debt		(30,785	)		(39,076	)
Total long-term debt, net	$	124,273		$	129,205

NRP LP Debt

2025 Senior Notes

In 2022, NRP redeemed all $300 million of its 9.125% senior notes due 2025 ("2025 Senior Notes"). Included in loss on extinguishment of debt on the Partnership's Consolidated Statements of Comprehensive Income for the year ended December 31, 2022, are $7.2 million of call premium and fees and the write off of $3.1 million of debt issuance costs related to the redemption of the 2025 Senior Notes. The cash paid for call premiums and fees is included in other items, net under cash used in financing activities on the Consolidated Statements of Cash Flows. ~~The following describes the terms of the 2025 Senior Notes prior to their redemption.~~

The 2025 Senior Notes were issued under an Indenture dated as of April 29, 2019 (the "2025 Indenture"), bore interest at 9.125% per year and would have matured on June 30, 2025. Interest was payable semi-annually on June 30 and December 30. NRP had the option to redeem the 2025 Senior Notes, in whole or in part, at any time on or after October 30, 2021, at the redemption prices (expressed as percentages of principal amount) of 104.563% for the 12-month period beginning October 30, 2021, 102.281% for the 12-month period beginning October 30, 2022, and thereafter at 100.000%, together, in each case, with any accrued and unpaid interest to the date of redemption. In the event of a change of control, as defined in the 2025 Indenture, the holders of the 2025 Senior Notes may have required us to purchase their 2025 Senior Notes at a purchase price equal to 101% of the principal amount of the 2025 Senior Notes, plus accrued and unpaid interest, if any. The 2025 Senior Notes were issued at par. 73

The 2025 Senior Notes were the senior unsecured obligations of NRP. The 2025 Senior Notes ranked equal in right of payment to all existing and future senior unsecured debt of NRP and senior in right of payment to any of NRP's subordinated debt. The 2025 Senior Notes were effectively subordinated in right of payment to all future secured debt of NRP to the extent of the value of the collateral securing such indebtedness was structurally subordinated in right of payment to all existing and future debt and other liabilities of our subsidiaries, including the Opco Credit Facility and each series of Opco’s existing senior notes. None of NRP's subsidiaries guaranteed the 2025 Senior Notes.

Table of Contents

NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

Opco Debt

All of Opco’s debt is guaranteed by its wholly owned subsidiaries and is secured by certain of the assets of Opco and its wholly owned subsidiaries, other than BRP LLC and NRP Trona LLC. As of December 31, ~~2023~~2024 and ~~2022~~2023, Opco was in compliance with the terms of the financial covenants contained in its debt agreements.

Opco Credit Facility

In May 2023, the Partnership entered into the Sixth Amendment (the "Sixth Amendment") to the Opco Credit Facility (the "Opco Credit Facility"). The Sixth Amendment extended the term of the Opco Credit Facility until August 2027. Lender commitments under the Opco Credit Facility increased from $130.0 million to $155.0 million, with the ability to expand such commitments to $200.0 million with the addition of future commitments. ~~The~~In February ~~Sixth~~2024, the Partnership exercised its option under the Opco Credit Facility to increase the total aggregate commitment under the Opco Credit Facility twice, initially by $30.0 million from $155.0 million to $185.0 million and subsequently by $15.0 million from $185.0 million to $200.0 million. These increases in the total aggregate commitment were made pursuant to an accordion feature of the Opco Credit Facility. In connection with the initial increase, a new lender joined the lending group with a commitment of $30.0 million. In October 2024, NRP entered into the Seventh Amendment to the Opco Credit Facility which extended the maturity from August 2027 to October 2029. The Seventh Amendment also removed reference to the preferred units and warrants, which are no longer outstanding, and includes modifications to Opco's ability to declare and make certain restricted payments.

Indebtedness under the Opco Credit Facility bears interest, at Opco's option, at:

•	the higher of (i) the prime rate as announced by the agent bank; (ii) the federal funds rate plus 0.50%; or (iii) SOFR plus 1%, in each case plus an applicable margin ranging from 2.50% to 3.50%; or

•	a rate equal to SOFR plus an applicable margin ranging from 3.50% to 4.50%.

During the year ended December 31, ~~2022~~2023, the Partnership borrowed $70248.08 million ~~under~~and ~~the~~repaid ~~Opco~~$223.0 ~~Credit Facility~~million, resulting in $7095.08 million in borrowings outstanding and $6059.~~0 million~~ 2 of available borrowing capacity under the Opco Credit Facility as of December 31, ~~2022~~2023. During the year ended December 31, ~~2023~~2024 the Partnership borrowed $~~248~~167.89 million and repaid $~~223~~150.0 million, resulting in $95113.87 million in borrowings outstanding and $5986.2 3 million of available borrowing capacity under the Opco Credit Facility as of December 31, ~~2023~~2024. The weighted average interest rate for the borrowings outstanding under the Opco Credit Facility for the year ended December 31, ~~2023~~2024 and ~~2022~~2023 ~~were~~ was 8.7077% and 78.1770%, respectively. Opco will incur a commitment fee on the unused portion of the revolving credit facility at a rate of 0.50% per annum. Opco may prepay all amounts outstanding under the Opco Credit Facility at any time without penalty.

The Opco Credit Facility contains financial covenants requiring Opco to maintain:

• A leverage ratio of consolidated indebtedness to EBITDDA (as defined in the Opco Credit Facility) not to exceed 3.0x. As of December 31, 2024, this ratio was 0.6x; and

• an interest coverage ratio of consolidated EBITDDA to consolidated interest expense and consolidated lease expense (in each case as defined in the Opco Credit Facility) of not less than 3.5 to 1.0. As of December 31, 2024, this ratio was 14.7x.

The Opco Credit Facility contains certain additional customary negative covenants that, among other items, restrict Opco’s ability to incur additional debt, grant liens on its assets, make investments, sell assets and engage in business combinations. Included in the investment covenant are restrictions upon Opco’s ability to acquire assets where Opco does not maintain certain levels of liquidity. In addition, Opco is required to use 75% of the net cash proceeds of certain non-ordinary course asset sales to repay the Opco Credit Facility (without any corresponding commitment reduction) and use the remaining 25% of the net cash proceeds to offer to repay its Senior Notes on a pro-rata basis, as described below under “—Opco Senior Notes.” The Opco Credit Facility also contains customary events of default, including cross-defaults under Opco’s Senior Notes.

The Opco Credit Facility is collateralized and secured by liens on certain of Opco’s assets with carrying values of $~~316~~302.38 million and $~~326~~316.4 3 million classified as mineral rights, net and other long-term assets, net and $2623.35 million and $2826.93 million classified as long-term contract receivable, net on the Partnership’s Consolidated Balance Sheets as of December 31, ~~2023~~2024 and ~~2022~~2023, respectively. The collateral includes (1) the equity interests in all of Opco’s wholly owned subsidiaries, other than BRP LLC and NRP Trona LLC (which owns a 49% non-controlling equity interest in Sisecam Wyoming), (2) the personal property and fixtures owned by Opco’s wholly owned subsidiaries, other than BRP LLC and NRP Trona LLC, (3) Opco’s material coal royalty revenue producing properties, and (4) certain of Opco’s coal-related infrastructure assets, including its long-term contract receivable as described in Note 17. Financing Transaction.

In February 2024, the Partnership exercised its option under the Opco Credit Facility to increase the total aggregate commitment under the Opco Credit Facility twice, initially by $30.0 million from $155.0 million to $185.0 million and subsequently by $15.0 million from $185.0 million to $200.0 million. These increases in the total aggregate commitment were made pursuant to an accordion feature of the Opco Credit Facility. In connection with the initial increase, a new lender joined the lending group with a commitment of $30.0 million. The Opco Credit Facility otherwise continues to operate under its existing terms and conditions in all material respects. 74

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

Opco Senior Notes

Opco has issued several series of private placement senior notes (the "Opco Senior Notes") with various interest rates and principal due dates. As of December 31, ~~2023~~2024, only the 5.03% and ~~2022~~5.18% Opco Senior Notes, both due December 31, 2026, remain outstanding. These Opco Senior Notes have principal due annually in December and interest due semi-annually in June and December. As of December 31, 2024 and 2023, the Opco Senior Notes had cumulative principal balances of $5928.7 million and $9959.1 7 million, respectively. Opco made mandatory principal payments on the Opco Senior Notes of $31.0, $39.4 and $39.4 million during the ~~years~~ year ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively.

The Note Purchase Agreements relating to the Opco Senior Notes contain covenants requiring Opco to:

•	maintain a ratio of consolidated indebtedness to consolidated EBITDDA (as defined in the note purchase agreement) of no more than 4.0 to 1.0 for the four most recent quarters;

•	not permit debt secured by certain liens and debt of subsidiaries to exceed 10% of consolidated net tangible assets (as defined in the note purchase agreement); and

•	maintain the ratio of consolidated EBITDDA (as defined in the note purchase agreement) to consolidated fixed charges (consisting of consolidated interest expense and consolidated operating lease expense) at not less than 3.5 to 1.0.

In addition, the Note Purchase Agreements include a covenant that provides that, in the event Opco or any of its subsidiaries is subject to any additional or more restrictive covenants under the agreements governing its material indebtedness (including the Opco Credit Facility and all renewals, amendments or restatements thereof), such covenants shall be deemed to be incorporated by reference in the Note Purchase Agreements and the holders of the Notes shall receive the benefit of such additional or more restrictive covenants to the same extent as the lenders under such material indebtedness agreement.

The 8.92% Opco Senior Notes also provides that in the event that Opco’s leverage ratio of consolidated indebtedness to consolidated EBITDDA (as defined in the Note Purchase Agreements) exceeds 3.75 to 1.00 at the end of any fiscal quarter, then in addition to all other interest accruing on these notes, additional interest in the amount of 2.00% per annum shall accrue on the notes for the two succeeding quarters and for as long thereafter as the leverage ratio remains above 3.75 to 1.00. Opco has not exceeded the 3.75 to 1.00 ratio at the end of any fiscal quarter through December 31, 2023.

In September 2016, Opco amended the Opco Senior Notes. Under this amendment, Opco agreed to use certain asset sale proceeds to make mandatory prepayment offers to the holders of the Opco Senior Notes using an amount of net cash proceeds from certain asset sales that will be calculated pro-rata based on the amount of Opco Senior Notes then outstanding compared to the other total Opco senior debt outstanding that is being prepaid.

The mandatory prepayment offers described above will be made pro-rata across each series of outstanding Opco Senior Notes and will not require any make-whole payment by Opco. In addition, the remaining principal and interest payments on the Opco Senior Notes will be adjusted accordingly based on the amount of Opco Senior Notes actually prepaid. The prepayments do not affect the maturity dates of any series of the Opco Senior Notes.

Consolidated Principal Payments

The consolidated principal payments due are set forth below:

(In thousands)	Opco Senior Notes		Opco Credit Facility		Total
2024	$	31,028	$	—	$	31,028
2025	$	14,332	$	—	$	14,332
2025		14,332		—		14,332
2026		14,331		—		14,331
2027		—		~~95,834~~—		~~95,834~~—
2028		—		—		—
2029		—		113,684		113,684
Thereafter		—		—		—
	$	5928,~~691~~663	$	95113,~~834~~684	$	~~155~~142,~~525~~347

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

12. Fair Value Measurements

Fair Value of Financial Assets and Liabilities

The Partnership’s financial assets and liabilities consist of cash and cash equivalents, a contract receivable and debt. The carrying amounts reported on the Consolidated Balance Sheets for cash and cash equivalents approximate fair value due to their short-term nature. The Partnership uses available market data and valuation methodologies to estimate the fair value of its debt and contract receivable.

The following table shows the carrying value and estimated fair value of the Partnership's debt and contract receivable:

December 31,

2023

2022

2024

2023

Carrying

Estimated

Carrying

Estimated

(In thousands)

Fair Value Hierarchy Level

Value

Fair Value

Value

Fair Value

Debt:

Opco Senior Notes (1)

5928,~~224~~384

5627,~~533~~498

9859,~~281~~224

9656,~~060~~533

Opco Credit Facility (2)

95113,~~834~~684

95113,~~384~~684

7095,~~000~~834

7095,~~000~~384

Assets:

Contract receivable, net (current and long-term) (3)

2826,~~946~~321

2422,~~492~~776

3128,~~371~~946

24,~~833~~492

⁽¹⁾	The fair value of the Opco Senior Notes was estimated by management utilizing the present value replacement method incorporating the interest rate of the Opco Credit Facility.

⁽²⁾	The fair value of the Opco Credit Facility approximates the outstanding borrowing amount because the interest rates are variable and reflective of market rates and the terms of the credit facility allow the Partnership to repay this debt at any time without penalty.

NRP ~~has~~had embedded derivatives in the preferred units related to certain conversion options, redemption features and the change of control provision that ~~are~~were accounted for separately from the preferred units as assets and liabilities at fair value on the Partnership's Consolidated Balance Sheets. Level 3 valuation of the embedded derivatives ~~are~~were based on numerous factors including the likelihood of the event occurring. The embedded derivatives ~~are~~were revalued quarterly and changes in their fair value would behave been recorded in other expenses, net on the Partnership's Consolidated Statements of Comprehensive Income. The embedded derivatives had zero value as of December 31, 2023. ~~and~~As ~~2022~~a result of the redemption of the Partnership's remaining preferred units in September 2024, NRP no longer has embedded derivatives associated with the preferred units as of December 31, 2024.

Fair Value of Non-Financial Assets

The Partnership discloses or recognizes its non-financial assets, such as impairments of coal and aggregates properties at fair value on a nonrecurring basis. Refer to Note 9. Mineral Rights, Net for additional disclosures related to the fair value associated with the impaired assets.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

13. Related Party Transactions

Affiliates of our General Partner

The Partnership’s general partner does not receive any management fee or other compensation for its management of NRP. However, in accordance with the partnership agreement, the general partner and its affiliates are reimbursed for services provided to the Partnership and for expenses incurred on the Partnership’s behalf. Employees of Quintana Minerals Corporation ("QMC") and Western Pocahontas Properties Limited Partnership ("WPPLP"), affiliates of the Partnership, provide their services to manage the Partnership's business. QMC and WPPLP charge the Partnership the portion of their employee salary and benefits costs related to their employee services provided to NRP. These QMC and WPPLP employee management service costs are presented as operating and maintenance expenses and general and administrative expenses on the Partnership's Consolidated Statements of Comprehensive Income. NRP also reimburses overhead costs incurred by its affiliates, ~~including~~and ~~Quintana~~other ~~Infrastructure~~related ~~Development ("QID")~~parties, to manage the Partnership's business. These overhead costs include certain rent, information technology, administration of employee benefits and other corporate services incurred by or on behalf of the Partnership’s general partner and its affiliates and are presented as operating and maintenance expenses and general and administrative expenses on the Partnership's Consolidated Statements of Comprehensive Income.

~~Direct~~Related party general and administrative expenses ~~charged to the Partnership by QMC, WPPLP and QID are~~ included on the Partnership's Consolidated Statement of Comprehensive Income are as follows:

For the Year Ended December 31,

(In thousands)

~~2023~~2024

~~2022~~2023

~~2021~~2022

Operating and maintenance expenses

67,~~747~~106

6,~~694~~747

6,~~543~~694

General and administrative expenses

5,~~408~~420

45,~~864~~408

4,~~611~~864

The Partnership had accounts payable to ~~QMC~~related parties of $0.46 million on its Consolidated Balance Sheets at both December 31, ~~2023~~2024 and ~~2022~~2023. ~~and~~ The Partnership had other current assets of $0.2 million and $1.0.1 million ofon ~~accounts~~its ~~payable~~Consolidated Balance Sheets related to ~~WPPLP~~a related party prepaid expense at December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

As a result of its office lease with WPPLP, the Partnership had a right-of-use asset and lease liability of $3.4 million and $3.5 million included in other long-term assets, net and other non-current liabilities, ~~respectively,~~ on its Consolidated Balance Sheets at ~~both~~ December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

During the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, the Partnership recognized $50.1 million, $8.5.1 million and $38.35 million in operating and maintenance expenses, respectively, on its Consolidated Statements of Comprehensive Income related to an overriding royalty agreement with WPPLP. At December 31, 2024 the Partnership had $0.5 million of other long-term assets, net on its Consolidated Balance Sheets related to a prepaid royalty for this agreement. This amount was zero for the year ended December 31, 2023.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

14. Major Customers

Revenues from customers that exceeded 10 percent of total revenues for any of the periods presented below are as follows:

	For the Year Ended December 31,
	2023					2022					2021
	2024					2023					2022
(In thousands)	Revenues		Percent			Revenues		Percent			Revenues		Percent
Alpha Metallurgical Resources, Inc. (1)	$	8667,~~118~~714		2328	%	$	~~102~~86,~~352~~118		2623	%	$	49102,~~440~~352		2326	%
Foresight (1) (2)		60,495		16	%		65,597		17	%		37,366		17	%
Foresight (1)	$	39,178		16	%	$	60,495		16	%	$	65,597		17	%
Alabama Kanu Holdings, LLC (1) (2)	$	29,533		12	%	$	34,869		9	%	$	24,596		6	%

(1) Revenues from Alpha Metallurgical Resources, Inc., Foresight and ~~Foresight~~Alabama Kanu Holdings, LLC are included within the Partnership's Mineral Rights segment.

(2) ~~Revenues~~Alabama ~~from~~Kanu ~~Foresight~~Holdings, inLLC ~~2021~~purchased ~~were~~Hatfield ~~fixed~~Metallurgical asHoldings, aLLC result of the lease amendment the Partnership entered into with Foresight pursuant to which Foresight agreed to pay NRP fixed cash payments to satisfy all obligations arising out of the existing various coal mining leases and transportation infrastructure fee agreements between the Partnership and Foresight. Revenues from Foresight in ~~2022~~August ~~and 2023 represent traditional royalty and minimum payments~~2024.

15. Commitments and Contingencies

Legal

NRP is involved, from time to time, in various legal proceedings arising in the ordinary course of business. While the ultimate results of these proceedings cannot be predicted with certainty, Partnership management believes these ordinary course matters will not have a material effect on the Partnership’s financial position, liquidity or operations.

Environmental Compliance

The operations the Partnership’s lessees conduct on its properties, as well as the industrial minerals, aggregates and oil and gas operations in which the Partnership has interests, are subject to federal and state environmental laws and regulations. See "Items 1. and 2. Business and Properties—Regulation and Environmental Matters." As an owner of surface interests in some properties, the Partnership may be liable for certain environmental conditions occurring on the surface properties. The terms of substantially all of the Partnership’s coal leases require the lessee to comply with all applicable laws and regulations, including environmental laws and regulations. Lessees post reclamation bonds assuring that reclamation will be completed as required by the relevant permit, and substantially all of the leases require the lessee to indemnify the Partnership against, among other things, environmental liabilities. Some of these indemnifications survive the termination of the lease. The Partnership makes regular visits to the mines to ensure compliance with lease terms, but the duty to comply with all regulations rests with the lessees. The Partnership believes that its lessees will be able to comply with existing regulations and does not expect that any lessee’s failure to comply with environmental laws and regulations will have a material impact on the Partnership’s financial condition or results of operations. The Partnership has neither incurred, nor is aware of, any material environmental charges imposed on the Partnership related to its properties for the period ended December 31, ~~2023~~2024. The Partnership is not associated with any material environmental contamination that may require remediation costs. However, the Partnership’s lessees are required to conduct reclamation work on the properties under lease to them. Because the Partnership is not the permittee of the mines being reclaimed, the Partnership is not responsible for the costs associated with these reclamation operations.

As a former owner of the working interests in oil and natural gas operations, the Partnership is responsible for its proportionate share of any losses and liabilities, including environmental liabilities, arising from uninsured and underinsured events during the period it was an owner.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

16. Unit-Based Compensation

2017 Long-Term Incentive Plan

In December 2017, the Natural Resource Partners 2017 Long-Term Incentive Plan (the “2017 ~~LTIP~~Plan”) was approved and it became effective in January 2018. The 2017 ~~LTIP~~Plan authorizes a total of 1,600,000 common units that are available for delivery by the Partnership pursuant to awards under the plan. The initial number of common units authorized for issuance pursuant to awards under the plan was 800,000 and in March 2022, an additional 800,000 units were authorized for issuance. The term is 10 years from the date of approval of the Board of Directors or, if earlier, the date the 2017 ~~LTIP~~Plan is terminated by the Board of Directors or the committee appointed by the Board of Directors to administer the 2017 ~~LTIP~~Plan, or the date all available common units available have been delivered. Common units delivered pursuant to the 2017 ~~LTIP~~Plan will consist, in whole or part, of (i) common units acquired in the open market, (ii) common units acquired from the Partnership (including newly issued units), any of our affiliates or any other person or (iii) any combination of the foregoing.

Employees, consultants and non-employee directors of the Partnership, the general partner, GP LLC and their affiliates are generally eligible to receive awards under the 2017 ~~LTIP~~Plan. The 2017 ~~LTIP~~Plan provides for the issuance of a variety of equity-based grants, including grants of (i) options, (ii) unit appreciation rights, (iii) restricted units, (iv) phantom units, (v) cash awards, (vi) performance awards, (vii) distribution equivalent rights, and (viii) other unit-based awards. The plan is administered by the Compensation, Nominating and Governance Committee ("CNG Committee") of the Board of Directors, which determines the terms and conditions of awards granted under the 2017 ~~LTIP~~Plan. The Partnership recognizes forfeitures for any awards issued under this plan as they occur.

Unit-Based Awards

Unit-based awards under the 2017 ~~LTIP~~Plan are generally issued to certain employees and non-employee directors of the Partnership. Awards granted to employees either vest 3 years following the grant date or vest ratably over the 3 year period following the grant date. Awards granted to non-employee directors vest over a 1 year period. Directors are given the option to take immediate issuance of the vested awards or defer such issuance until a later date. Upon deferral of issuance, such units will continue to accumulate distribution equivalent rights ("DERs") until issuance.

In connection with the phantom unit awards, the CNG Committee also granted tandem DERs, which entitle the holders to receive distributions equal to the distributions paid on the Partnership’s common units between the date the units are granted and the settlement date. The DERs are payable in cash upon vesting but may be subject to forfeiture if the grantee ceases employment prior to vesting.

During the ~~year~~years ended December 31, 2024 and 2023, the Partnership granted service, performance and market-based awards under its 2017 ~~Long-Term Incentive~~ Plan and during the ~~years~~ year ended December 31, 2022 ~~and 2021~~, the Partnership granted service-based awards. The Partnership's service and performance-based awards are valued atusing the closing price of NRP's common units as of the grant date while the Partnership's market-based awards are valued using a Monte Carlo simulation. The grant date fair value of ~~these~~ the awards granted during the year ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022 ~~were~~was $6.7 million, $16.0 million and $7.9 million, ~~which~~respectively. ~~included~~Included ain these amounts is the grant-date fair value ~~of $2.8 million~~ for the market-based awards valued using a Monte Carlo simulation, of $72.9 5 million and $32.8 million for the year ended December 31, 2024 and 2023, respectively. Total unit-based compensation expense associated with these awards was $1011.9 3 million, $510.89 million and $45.08 million for the year ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively, and is included in general and administrative expenses and operating and maintenance expenses on the Partnership's Consolidated Statements of Comprehensive Income. The unamortized cost associated with unvested outstanding awards as of December 31, ~~2023~~2024 iswas $139.35 million, which will be recognized over a weighted average period of 1.95 years. The unamortized cost associated with unvested outstanding awards as of December 31, ~~2022~~2023 was $613.3 million. The Partnership paid $6.4 million, $3.2 million and $2.9 million in cash during the year ended December 31, 2024, 2023 and 2022, respectively, for taxes on the unit-based award settlements during the respective years. These cash payments are included in other items, net under cash flows from financing activities on the Partnership's Consolidated Statements of Cash Flows.

A summary of the unit activity in the outstanding grants during ~~2023~~2024 is as follows:

(In thousands)	Common Units			Weighted Average Grant Date Fair value per Common Unit
Outstanding grants at January 1, 2023		386		$	28.96
Outstanding grants at January 1, 2024		483		$	46.21
Granted		~~281~~65		$	56103.8450
Fully vested and issued		(~~184~~197	)	$	2638.3076
Outstanding at December 31, 2023		483		$	46.21
Forfeitures		(1	)	$	90.70
Outstanding at December 31, 2024		350		$	60.81

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

17. Financing Transaction

The Partnership owns rail loadout and associated infrastructure at the Sugar Camp mine in the Illinois Basin operated by a subsidiary of Foresight. The infrastructure at the Sugar Camp mine is leased to a subsidiary of Foresight and is accounted for as a financing transaction (the "Sugar Camp lease"). The Sugar Camp lease expires in 2032 with renewal options for up to 80 additional years. Minimum payments are $5.0 million per year through the end of the lease term. The ~~$5.0 million due to the~~ Partnership in 2021 was included in the fixed cash payments from Foresight resulting from contract modifications entered into during the second quarter of 2020 as discussed in Note 14. Major Customers. The Partnership is also entitled to variable payments in the form of throughput fees determined based on the amount of coal transported and processed utilizing the Partnership's assets. In the event the Sugar Camp lease is renewed beyond 2032, payments become a fixed $10 thousand per year for the remainder of the renewed term.

18. Credit Losses

The Partnership is exposed to credit losses through the collection of its trade receivables resulting from contracts with customers and a long-term receivable resulting from a financing transaction with a customer. The Partnership records an allowance for current expected credit losses on these receivables based on the loss-rate method. NRP assessed the likelihood of collection of its receivables utilizing historical loss rates, current market conditions ~~that included the estimated impact of the global COVID-19 pandemic~~, industry and macroeconomic factors, reasonable and supportable forecasts and facts or circumstances of individual customers and properties. Examples of these facts or circumstances include, but are not limited to, contract disputes or renegotiations with the customer and evaluation of short and long-term economic viability of the contracted property. For its long-term contract receivable, management reverts to the historical loss experience immediately after the reasonable and supportable forecast period ends.

As of December 31, ~~2023~~2024 and ~~2022~~2023, NRP ~~recorded~~had the following current expected credit loss (“CECL”) allowance related to its receivables and long-term contract receivable:

	December 31,
	2023							2022
	2024							2023
(In thousands)	Gross		CECL Allowance			Net		Gross		CECL Allowance			Net
Receivables	$	4737,~~170~~270	$	(54,~~655~~425	)	$	4132,~~515~~845	$	47,~~237~~170	$	(45,~~461~~655	)	$	4241,~~776~~515
Long-term contract receivable		2724,~~265~~323		(~~944~~843	)		2623,~~321~~480		2927,~~984~~265		(~~1,038~~944	)		2826,~~946~~321
Total	$	7461,~~435~~593	$	(65,~~599~~268	)	$	6756,~~836~~325	$	7774,~~221~~435	$	(56,~~499~~599	)	$	7167,~~722~~836

NRP ~~recorded~~ reversed $1.13 million, and charged $1.1 million and $01.5 1 million in operating and maintenance expenses on its Consolidated Statements of Comprehensive Income related to the change in the CECL allowance during the year ended December 31, ~~2023~~2024, ~~2022~~ 2023 and ~~2021~~2022, respectively.

NRP has procedures in place to monitor its ongoing credit exposure through timely review of counterparty balances against contract terms and due dates, account and financing receivable reconciliations, bankruptcy monitoring, lessee audits and dispute resolution. The Partnership may employ legal counsel or collection specialists to pursue recovery of defaulted receivables.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

19. Leases

As of December 31, ~~2023~~2024, the Partnership had two operating leases for office buildings. On January 1, 2019, the Partnership entered into a new lease for the West Virginia office building owned by WPPLP with a five-year base term and five additional five-year renewal options. Upon lease commencement and as of December 31, ~~2023~~2024 and ~~2022~~2023, the Partnership was reasonably certain to exercise all renewal options included in the lease and capitalized the right-of-use asset and corresponding lease liability on its Consolidated Balance Sheets using the present value of the future lease payments over 30 years. On January 1, 2023, the Partnership entered into a new lease for an office building in Houston with an 11.4 year initial term and a two additional five-year renewal options. Upon lease commencement and as of December 31, 2024 and 2023, the Partnership was reasonably certain to exercise all renewal options included in the lease and capitalized the right-of-use asset and corresponding lease liability on its Consolidated Balance Sheets using the present value of the future lease payments over 21.4 years. The Partnership's right-of-use asset ~~and lease liability~~ included within other long-term assets, net on its Consolidated Balance Sheets totaled $4.2 million and $4.3 million at December 31, 2024 and 2023, respectively. The Partnership's lease liability included in other non-current liabilities, ~~respectively,~~ on its Consolidated Balance Sheets totaled $4.34 million and $34.53 million at December 31, ~~2023~~2024 and ~~2022~~2023, respectively. During the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, the Partnership incurred total operating lease expenses of $0.6 million, $0.5 6 million and $0.5 million included in both operating and maintenance expenses and general and administrative expenses on its Consolidated Statements of Comprehensive Income.

The following table details the maturity analysis of the Partnership's operating lease liability and reconciles the undiscounted cash flows to the operating lease liability included on its Consolidated Balance Sheet:

Remaining Annual Lease Payments (In thousands)	December 31, ~~2023~~2024
2024	$	541
2025	$	601
2025		601
2026		604
2027		607
2028		611
After 2028		12,040
2029		614
Total lease payments (1)	$	15,004
After 2029		11,425
Less: present value adjustment (2)		(10,683	)
Total lease payments (1)	$	14,462
Total operating lease liability	$	4,321
Less: present value adjustment (2)		(10,095	)
Total operating lease liability	$	4,367

(1) The remaining lease terms of the Partnership's two operating leases are 2524 years and 2019.4 years.

(2) The present value of the operating lease liability on the Partnership's Consolidated Balance Sheets was calculated using a 13.5% discount rate on the 30-year lease and a 13.4% discount rate on the 21.4 -year lease. These rates represent the Partnership's estimated incremental borrowing rates under its two operating leases. As the Partnership's leases do not provide an implicit rate, the Partnership estimated the incremental borrowing rates at the time the leases were entered into by utilizing the rate of the Partnership's secured debt and adjusting it for factors that reflect the profile of borrowing over the 30-year and 21.4-year expected lease terms, respectively.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of December 31, ~~2023~~2024. This evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer of GP Natural Resource Partners LLC, our managing general partner. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of December 31, ~~2023~~2024 at the reasonable assurance level in producing the timely recording, processing, summary and reporting of information and in accumulation and communication of information to management to allow for timely decisions with regard to required disclosures.

Management’s Report on Internal Control Over Financial Reporting

Filing Compare · NATURAL RESOURCE PARTNERS LP