Natural Resource Partners NRP Form 10-Q filing Q2 FY2026

• Page
• Part I. Financial Information
• Item 1. Consolidated Financial Statements
• Consolidated Balance Sheets 1
• Consolidated Statements of Comprehensive Income 2
• Consolidated Statements of Partners’ Capital 3
• Consolidated Statements of Cash Flows 4
• Notes to Consolidated Financial Statements 5
• Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 15
• Item 3. Quantitative and Qualitative Disclosures About Market Risk 28
• Item 4. Controls and Procedures 28
• Part II. Other Information
• Item 1. Legal Proceedings 29
• Item 1A. Risk Factors 29
• Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 29
• Item 3. Defaults Upon Senior Securities 29
• Item 4. Mine Safety Disclosures 29
• Item 5. Other Information 29
• Item 6. Exhibits 29
• Signatures 30

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED BALANCE SHEETS

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

NATURAL RESOURCE PARTNERS L.P.

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

NATURAL RESOURCE PARTNERS L.P.

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

NATURAL RESOURCE PARTNERS L.P.

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

NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

Nature of Business

Natural Resource Partners L.P. (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 reportable segments further described in Note 5. Segment Information. 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"). 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.

Principles of Consolidation and Reporting

The accompanying unaudited Consolidated Financial Statements of the Partnership have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2025, and notes thereto included in the Partnership's Annual Report on Form 10-K, which was filed with the SEC on February 27, 2026. 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.

Recently Issued Accounting Standard

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures ("ASU 2024-03"). ASU 2024-03 is intended to improve disclosures about a public business entity's expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The guidance is effective for annual periods beginning after December 15, 2026, and quarterly periods beginning after December 31, 2027, and 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 not expect the adoption of this guidance to have a material impact on its Consolidated Financial Statements.

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NATURAL RESOURCE PARTNERS L.P.

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2. Revenues from Contracts with Customers

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

The following table details the Partnership's Mineral Rights segment contract assets and liabilities resulting 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:

The Partnership's non-cancellable annual minimum payments due under the lease terms of its coal and aggregates royalty contracts with customers are as follows as of June 30, 2026 (in thousands):

(1) Lease term does not include renewal periods.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

3. Common Unit Distributions

The Partnership makes cash distributions to common unitholders on a quarterly basis, subject to approval by the Board of Directors of GP Natural Resource Partners LLC (the "Board of Directors"). NRP recognizes common 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.

The following table shows the cash distributions declared and paid to common unitholders during the six months ended June 30, 2026 and 2025, respectively:

4. Net Income Per Common Unit

Basic net income per common unit is computed by dividing net income, after considering 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 unvested unit-based awards if the inclusion of these items is dilutive.

The dilutive effect of the unvested unit-based awards is calculated using the treasury stock method, which assumes that the proceeds from the vesting of the unvested unit-based awards 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 three and six months ended June 30, 2026 and 2025 included the impact of the vesting of the unvested unit-based awards.

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

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

5. Segment Information

The Partnership's reportable 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 reportable 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.

Soda Ash—consists of the Partnership's 49% non-controlling equity interest in Sisecam Wyoming, one of the world's lowest-cost producers of soda ash, an essential ingredient for the manufacturing of glass, detergents, solar panels, and batteries for electric vehicles. Operations are managed by NRP's partner, Sisecam Chemicals Wyoming, LLC, and NRP realizes cash flow when distributions are paid to it.

Direct segment costs and certain other costs incurred at the corporate level that are identifiable and that benefit the Partnership's reportable segments are allocated to the reportable 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 reportable segment and are included in general and administrative expenses on the Partnership's Consolidated Statements of Comprehensive Income.

NRP’s Chief Operating Decision Makers (“CODMs”) are its Chief Executive Officer and President and Chief Operating Officer. They evaluate the Partnership’s performance through a review of the reportable segments’ net income and free cash flow as compared to budget and utilize this information to assess the reportable 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. NRP has determined its significant segment expenses to be its employee related expenses, including compensation (salaries, benefits and bonus) 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 reportable segment revenues.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

The following tables summarize certain financial information for each of the Partnership's reportable segments:

(1) Other items in the Mineral Rights reportable segment primarily include: insurance, legal, overriding royalty expense, processing and transportation expense, information technology, shared facility services, rent, professional fees, long-term incentive compensation expense and bad debt expense. Other items in the Soda Ash reportable segment primarily include professional fees. Other items in Corporate and Financing primarily include: interest expense, net, long-term incentive compensation expense, insurance, legal, information technology, shared facility services, rent and professional fees.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

6. 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:

(1) Amounts reclassified into income (loss) out of accumulated other comprehensive loss were $1.5 million and $0.0 million for the three months ended June 30, 2026 and 2025, respectively, and $3.1 million and $1.3 million for the six months ended June 30, 2026 and 2025, respectively.

During the six months ended June 30, 2026, NRP and Sisecam Wyoming's managing partner made a capital investment into Sisecam Wyoming ($39.2 million for NRP's 49%) to reduce outstanding amounts under Sisecam Wyoming's bank credit facility.

The following table represents summarized financial information for Sisecam Wyoming as derived from their respective unaudited financial statements for the three and six months ended June 30, 2026 and 2025:

7. Mineral Rights, Net

The Partnership’s mineral rights consist of the following:

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 $9.4 million and $3.5 million for the three months ended June 30, 2026 and 2025, respectively, and $15.5 million and $7.2 million for the six months ended June 30, 2026 and 2025, respectively.

The Partnership has developed procedures to evaluate its long-lived 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 minerals 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. As a result of the Partnership's analysis, NRP recorded an immaterial impairment expense during the six months ended June 30, 2025.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

8. Debt, Net

The Partnership's debt consists of the following:

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 June 30, 2026 and December 31, 2025, Opco was in compliance with the terms of the financial covenants contained in its debt agreements.

Opco Credit Facility

As of December 31, 2025, the Partnership had $18.9 million in borrowings outstanding under the Opco Credit Facility and $181.1 million of available borrowing capacity. During the six months ended June 30, 2026, the Partnership borrowed $67.2 million and repaid $73.0 million, resulting in $13.1 million in borrowings outstanding under the Opco Credit Facility and $186.9 million of available borrowing capacity as of June 30, 2026. During the six months ended June 30, 2025, the Partnership borrowed $33.7 million and repaid $74.5 million on the Opco Credit Facility. The weighted average interest rate for the borrowings outstanding under the Opco Credit Facility for the three months ended June 30, 2026 and 2025 were 7.25% and 7.93%, respectively. The weighted average interest rate for the borrowings outstanding under the Opco Credit Facility for the six months ended June 30, 2026 and 2025 were 7.26% and 7.93%, million for the respectively.

The Opco Credit Facility is collateralized and secured by liens on certain of Opco’s assets with carrying values of $276.0 million and $290.6 million classified as mineral rights, net and $18.8 million and $20.4 million classified as long-term contract receivable, net on the Partnership’s Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, respectively.

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

• A leverage ratio of consolidated indebtedness to EBITDDA (in each case as defined in the Opco Credit Facility) not to exceed 3.0x. As of June 30, 2026, this ratio was 0.2x; and

• an interest coverage ratio of consolidated EBITDDA to the sum of 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 June 30, 2026, this ratio was 25.7x.

Opco Senior Notes

Opco issued several series of private placement senior notes (the "Opco Senior Notes") with various interest rates and principal due dates. As of June 30, 2026, the 5.03% and 5.18% Opco Senior Notes remain outstanding. These Opco Senior Notes have principal due annually in December and interest due semi-annually in June and December. As of both June 30, 2026 and December 31, 2025, the Opco Senior Notes had cumulative principal balances of $14.3 million. These Opco Senior Notes will fully mature in December 2026.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

9. Fair Value Measurements

Fair Value of Financial Assets and Liabilities

The Partnership’s financial assets and liabilities consist of cash and cash equivalents, accounts receivables, a contract receivable, accounts payables and debt. The carrying amounts reported on the Consolidated Balance Sheets for cash and cash equivalents, accounts receivables and accounts payables 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 contract receivable and debt.

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

10. 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, and other related 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.

Related party general and administrative expenses included on the Partnership's Consolidated Statement of Comprehensive Income are as follows:

The Partnership had accounts payable to related parties of $0.6 million and $0.7 million on its Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, respectively. As of June 30, 2026 and December 31, 2025, the Partnership had $0.1 million and $0.2 million, respectively, of prepaid expenses included in other current assets, net on its Consolidated Balance Sheets.

As a result of its office lease with WPPLP, the Partnership has a right-of-use asset and lease liability of $3.4 million included in other long-term assets, net and other non-current liabilities, respectively on its Consolidated Balance Sheets at both June 30, 2026 and December 31, 2025.

During the three months ended June 30, 2026 and 2025, the Partnership recognized less than $0.1 million and $0.1 million, respectively, in operating and maintenance expenses on its Consolidated Statements of Comprehensive Income related to an overriding royalty agreement with WPPLP. These amounts were $1.2 million and $0.2 million during the six months ended June 30, 2026 and 2025, respectively. As of both June 30, 2026 and December 31, 2025, the Partnership had $0.1 million in accounts payable on its Consolidated Balance Sheets related to this agreement. As of both June 30, 2026 and December 31, 2025, the Partnership had $1.1 million of other long-term assets, net on its Consolidated Balance Sheets related to a prepaid royalty for this agreement.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

11. Major Customers

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

(1) Revenues from Foresight, Alpha Metallurgical Resources, Inc., and Alabama Kanu Holdings, LLC are generated in the United States of America and are included within the Partnership's Mineral Rights segment.

12. Commitments and Contingencies

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 as of and for the three and six months ended June 30, 2026.

13. Unit-Based Compensation

During the six months ended June 30, 2026 and 2025, the Partnership granted service, performance and market-based awards under its 2017 Long-Term Incentive Plan. The Partnership's service and performance-based awards are valued using 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 the awards granted during the six months ended June 30, 2026 and 2025 was $8.6 million and $6.8 million, respectively, which included a grant date fair value of $3.1 million and $2.5 million for the market-based awards valued using a Monte Carlo simulation during the six months ended June 30, 2026 and 2025, respectively. Total unit-based compensation expense associated with service, performance and market-based awards was $1.7 million and $2.7 million for the three months ended June 30, 2026 and 2025, respectively, and is included in general and administrative expenses and operating and maintenance expenses on the Partnership's Consolidated Statements of Comprehensive Income. Total unit-based compensation expense associated with service, performance and market-based awards was $2.8 million and $5.4 million for the six months ended June 30, 2026 and 2025, respectively. The unamortized cost associated with unvested outstanding awards as of June 30, 2026 was $10.4 million, which will be recognized over a weighted average period of 2.1 years. The unamortized cost associated with unvested outstanding awards as of December 31, 2025 was $5.9 million. The Partnership paid $8.9 million and $5.5 million in cash during the six months ended June 30, 2026 and 2025, 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 2026 is as follows:

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

14. Credit Losses

The Partnership is exposed to credit losses through collection of its short-term 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, 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 June 30, 2026 and December 31, 2025, NRP had the following current expected credit loss (“CECL”) allowance related to its receivables and long-term contract receivable:

NRP recorded an expense of less than $0.1 million and a reversal of $1.4 million of operating and maintenance expenses on its Consolidated Statements of Comprehensive Income related to the change in the CECL allowance during the three months ended June 30, 2026 and 2025, respectively, and reversals of $0.6 million and $1.7 million during the six months ended June 30, 2026 and 2025, 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 reconciliation, bankruptcy monitoring, lessee audits and dispute resolution. The Partnership may employ legal counsel or collection specialists to pursue recovery of defaulted receivables.

15. Subsequent Events

The following represents material events that occurred after June 30, 2026 through the time of the Partnership’s filing of its Quarterly Report on Form 10-Q with the SEC:

Common Unit Distributions

In August 2026, the Board of Directors declared a distribution of $0.75 per common unit with respect to the second quarter of 2026.

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FILINGSOURCEITEMBOUNDARYBEGIN Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations FILINGSOURCEITEMBOUNDARYENDITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following review of operations for the three and six month periods ended June 30, 2026 and 2025 should be read in conjunction with our Consolidated Financial Statements and the Notes to Consolidated Financial Statements included in this Form 10-Q and with the Consolidated Financial Statements, Notes to Consolidated Financial Statements and Management’s Discussion and Analysis included in the Natural Resource Partners L.P. Annual Report on Form 10-K for the year ended December 31, 2025.

As used herein, 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.

NON-GAAP FINANCIAL MEASURES

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) less equity in earnings from unconsolidated investment; 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 or loss, 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, 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. For a description of Opco's debt agreements, see Note 8. Debt, Net in the Notes to Consolidated Financial Statements included herein as well as in "Item 8. Financial Statements and Supplementary Data—Note 11. Debt, Net" in our Annual Report on Form 10-K for the year ended December 31, 2025. 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.

Free Cash Flow

Free cash flow ("FCF") represents net cash provided by (used in) operating activities plus distributions from unconsolidated investment in excess of cumulative earnings and return of long-term contract receivable; less capital expenditures, cash flow used in acquisition costs classified as investing or financing activities and capital to unconsolidated investment. 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 our debt at the end of the period divided by the last twelve months' Adjusted EBITDA as defined above. We believe that leverage ratio is a useful measure to management and investors to evaluate and monitor our indebtedness relative to our ability to generate income to service such debt and in understanding trends in our 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.

Introduction

The following discussion and analysis present management's view of our business, financial condition and overall performance. Our discussion and analysis consist of the following subjects:

• Executive Overview
• Results of Operations
• Liquidity and Capital Resources
• Off-Balance Sheet Transactions
• Related Party Transactions
• Summary of Critical Accounting Estimates
• Recent Accounting Standards

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, 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 reportable 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 assets provide critical inputs for the manufacturing of steel, electricity and building materials as well as opportunities for carbon sequestration and renewable energy.

Soda Ash—consists of our 49% non-controlling equity interest in Sisecam Wyoming, one of the world's lowest-cost producers of soda ash, an essential ingredient for the manufacturing of glass, solar panels, detergents, and batteries for electric vehicles. Operations are managed by our partner, Sisecam Chemicals Wyoming LLC, and we realize cash flow when distributions are paid to us.

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 reportable segment.

Our financial results for the six months ended June 30, 2026 are as follows:

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

Current Results/Market Commentary

Financial Results and Quarterly Distributions

We generated $74.0 million of operating cash flow and $36.3 million of free cash flow during the six months ended June 30, 2026, and ended the quarter with $217.0 million of liquidity consisting of $30.1 million of cash and cash equivalents and $186.9 million of available borrowing capacity under our Opco Credit Facility. As of June 30, 2026 our leverage ratio was 0.2 x.

In February 2026, we paid a cash distribution of $0.75 per common unit of NRP with respect to the fourth quarter of 2025. In March 2026, we paid a special cash distribution of $0.12 per common unit of NRP to help cover unitholder tax liabilities associated with owning NRP's common units in 2025. In May 2026, we paid a cash distribution of $0.75 per common unit of NRP with respect to the first quarter of 2026. Future distributions on our common 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 Reportable Segment

Revenues and other income during the six months ended June 30, 2026 decreased $3.3 million, or 3%, as compared to the prior year period. Cash provided by operating activities and free cash flow during the six months ended June 30, 2026 decreased by $2.4 million and $2.3 million, respectively, as compared to the prior year period. These decreases are primarily due to lower metallurgical and thermal coal sales volumes at certain properties.

Mineral Rights segment results continue to be impacted by low natural gas prices, ample coal stockpiles at power plants, and soft global steel demand.

We have no meaningful developments to report on our carbon neutral initiatives, but continue to explore opportunities to create value through carbon sequestration and renewable energy production across our vast portfolio of mineral and surface assets.

Soda Ash Reportable Segment

Revenues and other income during the six months ended June 30, 2026 decreased $19.9 million, or 278%, as compared to the prior year period primarily due to lower sales prices in 2026.

Cash provided by operating activities during the six months ended June 30, 2026 decreased $7.9 million as compared to the prior year period due primarily due to $7.8 million in distributions received from Sisecam Wyoming in 2025 and no distribution received from Sisecam Wyoming in 2026. Free cash flow decreased $47.1 million as compared to the prior year period primarily due to the $39.2 million capital investment made to Sisecam Wyoming in the first quarter of 2026 in addition to $7.8 million in distributions received from Sisecam Wyoming in 2025.

The global soda ash market remains weak with international soda ash prices below the cost of production for many producers due to the increased natural soda ash supply from China, along with sluggish demand for flat glass due to slowing commercial and residential construction globally. We do not expect to receive distributions from Sisecam Wyoming for several years until the soda ash market returns to equilibrium through increased demand and/or capacity rationalization.

Results of Operations

Second Quarter of 2026 and 2025 Compared

Revenues and Other Income

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

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

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:

Coal Royalty Revenues

Approximately 70% of coal royalty revenues and approximately 45% of coal royalty sales volumes were derived from metallurgical coal during the three months ended June 30, 2026. Total coal royalty revenues increased $3.3 million primarily due to higher metallurgical and thermal coal sales volumes and higher prices at certain properties during the three months ended June 30, 2026, as compared to the prior year quarter.

Soda Ash

Revenues and other income related to our Soda Ash segment decreased $7.4 million as compared to the prior year quarter primarily due to lower sales prices in 2026.

Total Operating Expenses, Net

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

Total operating expenses, net increased $8.4 million primarily due to a $7.4 million increase in depreciation, depletion and amortization expense in addition to a $1.6 million increase in operating and maintenance expenses. The increase in depreciation, depletion and amortization expense was primarily due to revised engineering and increased depletion rate at a thermal property. This property continues to hold significant economic tons and long-term mine life, and there has been no material change to our estimate of the segment's long-term earning power. The increase in operating and maintenance expenses was primarily due to the change in the current expected credit loss allowance as discussed in Note 14. Credit Losses in the Notes to Consolidated Financial Statements.

Interest Expense, Net

Interest expense, net, decreased $1.3 million due to less debt outstanding during the three months ended June 30, 2026 as compared to the prior year quarter.

Adjusted EBITDA (Non-GAAP Financial Measure)

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

Net income decreased $9.0 million during the three months ended June 30, 2026 as compared to the prior year quarter primarily due to the decrease in revenues and other income within our Soda Ash segment and increase in total operating expenses as discussed above. These decreases were partially offset by higher revenues and other income within our Mineral Rights segment in addition to lower interest expense, net, all discussed above. Adjusted EBITDA decreased $0.5 million as compared to the prior year quarter primarily due to a $5.0 million decrease in Adjusted EBITDA within our Soda Ash segment driven by no distribution received from Sisecam Wyoming during the three months ended June 30, 2026. This decrease was partially offset by a $3.9 million increase in Adjusted EBITDA within our Mineral Rights segment primarily driven by the increase in revenues and other income as discussed above.

Free Cash Flow ("FCF") (Non-GAAP Financial Measure)

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

The following table reconciles net cash provided by (used in) operating activities (the most comparable GAAP financial measure) to FCF:

Operating cash flow and FCF each decreased $4.6 million, as compared to the prior year quarter due to the following:

• Mineral Rights Segment

• Operating cash flow and FCF decreased $1.0 million and $0.9 million, respectively, primarily due to higher recoupments during the three months ended June 30, 2026, partially offset by increased cash from minimum payments during the same period.

• Soda Ash Segment

• Operating cash flow and FCF each decreased by $5.0 million as compared to the prior year quarter primarily due to a $4.9 million distribution received from Sisecam Wyoming in the second quarter of 2025 and no distribution received from Sisecam Wyoming in the second quarter of 2026.

• Corporate and Financing

• Operating cash flow and FCF each improved by $1.3 million as compared to the prior year quarter primarily due to lower cash paid for interest during the three months ended June 30, 2026 as a result of less debt outstanding.

First Six Months of 2026 and 2025 Compared

Revenues and Other Income

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

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

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:

Coal Royalty Revenues

Approximately 65% of coal royalty revenues and approximately 45% of coal royalty sales volumes were derived from metallurgical coal during the six months ended June 30, 2026. Total coal royalty revenues decreased $2.7 million primarily due to lower metallurgical and thermal coal sales volumes at certain properties during the six months ended June 30, 2026 as compared to the prior year period.

Soda Ash

Revenues and other income related to our Soda Ash segment decreased $19.9 million as compared to the prior year period primarily due to lower sales prices in 2026.

Total Operating Expenses, Net

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

Total operating expenses, net increased $9.5 million primarily due to an $11.0 million increase in depreciation, depletion and amortization expense, partially offset by a $2.4 million decrease in general and administrative expenses. The increase in depreciation, depletion and amortization expense was primarily due to increased depletion rates on certain thermal properties as discussed above. The decrease in general and administrative expenses was primarily due to lower long-term incentive expense as compared to the prior year period.

Interest Expense, Net

Interest expense, net, decreased $3.0 million due to less debt outstanding during the six months ended June 30, 2026 as compared to the prior year period.

Adjusted EBITDA (Non-GAAP Financial Measure)

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

Net income during the six months ended June 30, 2026 decreased $29.7 million as compared to the prior year period primarily due to the decrease in total revenues and other income and increase in total operating expenses, partially offset by lower interest expense, all discussed above. Adjusted EBITDA decreased $9.7 million as compared to the prior year period primarily due to a $4.1 million decrease in Adjusted EBITDA within our Mineral Rights segment primarily driven by the decrease in revenues and other income as discussed above and a $7.9 million decrease in Adjusted EBITDA within our Soda Ash segment driven by no distribution received from Sisecam Wyoming during the six months ended June 30, 2026.

Free Cash Flow ("FCF") (Non-GAAP Financial Measure)

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

The following table reconciles net cash provided by (used in) operating activities (the most comparable GAAP financial measure) to FCF:

Operating cash flow and FCF decreased $6.0 million and $45.1 million, respectively, as compared to the prior year period due to the following:

• Mineral Rights Segment

• Operating cash flow and FCF decreased $2.4 million and $2.3 million, respectively, primarily due to lower metallurgical and thermal coal sales volumes at certain properties as compared to the prior year period.

• Soda Ash Segment

• Operating cash flow decreased $7.9 million primarily due to $7.8 million in distributions received from Sisecam Wyoming in 2025 and no distribution received from Sisecam Wyoming in 2026. FCF decreased $47.1 million as compared to the prior year quarter primarily due to a $39.2 million capital investment made to Sisecam Wyoming in 2026 in addition to $7.8 million in distributions received from Sisecam in 2025.

• Corporate and Financing

• Operating cash flow and FCF each improved by $4.3 million as compared to the prior year period primarily due to lower cash paid for interest during the six months ended June 30, 2026 as a result of less debt outstanding.

Liquidity and Capital Resources

Current Liquidity

As of June 30, 2026, we had total liquidity of $217.0 million, consisting of $30.1 million of cash and cash equivalents and $186.9 million of borrowing capacity under our Opco Credit Facility. We have debt service obligations, including $14.3 million of principal repayments on Opco’s senior notes, throughout the remainder of 2026. The following table calculates our leverage ratio as of June 30, 2026:

Cash Flows

Cash flows provided by operating activities decreased $6.0 million, from $80.0 million during the six months ended June 30, 2025 to $74.0 million during the six months ended June 30, 2026, primarily due to decreased cash flow within our Mineral Rights and Soda Ash segments, partially offset by lower cash paid for interest, all discussed above.

Cash flows used in investing activities increased $40.0 million, from $2.4 million provided by investing activities during the six months ended June 30, 2025 to $37.6 million used in investing activities during the six months ended June 30, 2026 primarily due to a $39.2 million capital investment made to Sisecam Wyoming in the first quarter of 2026.

Cash flows used in financing activities decreased $46.1 million, from $82.5 million during the six months ended June 30, 2025 to $36.4 million during the six months ended June 30, 2026 due to the following:

• $33.5 million increased debt borrowings during the six months ended June 30, 2026 as compared to the prior year period;
• $14.4 million less cash used for common unit distributions primarily as a result of a lower special distribution paid during the six months ended June 30, 2026 as compared to the prior year period; and,
• $1.5 million less cash used for debt repayments in 2026 as compared to 2025.

These decreases in cash flow used were partially offset by $3.3 million of increased cash used for other items, net in 2026 as compared to 2025.

Capital Resources and Obligations

Debt, Net

We had the following debt outstanding as of June 30, 2026 and December 31, 2025:

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 Note 8. Debt, Net to the Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Off-Balance Sheet Transactions

We do not have any off-balance sheet arrangements with unconsolidated entities or related parties and accordingly, there are no off-balance sheet risks to our liquidity and capital resources from unconsolidated entities.

Related Party Transactions

The information required is set forth under Note 10. Related Party Transactions to the Consolidated Financial Statements and is incorporated herein by reference.

Summary of Critical Accounting Estimates

The preparation of Consolidated Financial Statements in conformity with generally accepted accounting principles in the United States of America requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. There have been no significant changes to our critical accounting estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Recently Issued Accounting Standard

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures ("ASU 2024-03"). ASU 2024-03 is intended to improve disclosures about a public business entity's expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The guidance is effective for annual periods beginning after December 15, 2026 and quarterly periods beginning after December 31, 2027 and 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. We do not expect the adoption of this guidance to have a material impact on our Consolidated Financial Statements.

ITEM 3. 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 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 affect 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. Currently soda ash prices are severely declined and Sisecam Wyoming suspended distributions in the third quarter of 2025. We cannot predict whether or when soda ash prices will recover to a level at which Sisecam Wyoming with resume distributions.

Interest Rate Risk

Our exposure to changes in interest rates results from our borrowings under the Opco Credit Facility, which is subject to variably interest rates based upon SOFR. At June 30, 2026, we had $13.1 million in borrowings outstanding under the Opco Credit Facility. If interest rates were to increase by 1%, annual interest expense would increase approximately $0.1 million, assuming the same principal amount remained outstanding during the year.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

NRP carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of NRP management, including the Chief Executive Officer and Chief Financial Officer of the general partner of the general partner of NRP. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures are effective in providing reasonable assurance that (a) the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (b) such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in the Partnership’s Internal Control Over Financial Reporting

There were no material changes in the Partnership’s internal control over financial reporting during the first six months of 2026 that materially affected, or were reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

During the period covered by this report, there were no material changes from the risk factors previously disclosed in Natural Resource Partners L.P.’s Annual Report on Form 10-K for the year ended December 31, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

SIGNATURES

30