SMITH STEPHEN P 4

What Happened

• Stephen P. Smith, a director of Natural Resource Partners LP (NRP), converted phantom units into 2,152 common units (two conversions of 1,076 units each) on February 10, 2026. The Form 4 reports these as derivative exercises (transaction code M); no purchase price is shown because these were conversions upon vesting. Accrued quarterly distributions earned during the vesting period were paid in cash to Mr. Smith on the conversion date.

Key Details

• Transaction date: 2026-02-10 (reported on Form 4 filed 2026-02-12, which appears timely within the usual 2-business-day window)
• Transactions: two derivative conversions of 1,076 units each = 2,152 common units issued
• Price: N/A (units issued upon conversion of vested phantom units)
• Shares owned after transaction: Not specified in the filing
• Footnote highlights:
  • F1: Phantom units were granted Feb 2025, vested on the one-year anniversary, and converted one-for-one into common units; accrued distributions were paid in cash on conversion.
  • F2: The beneficiary of the related SP Smith 2002 Revocable Trust is the reporting person’s family (some units may be held via that trust)
• Transaction code: M = exercise/conversion of a derivative

Context

• This was not an open-market buy or sale but a conversion of previously granted phantom units into common units upon vesting. Such conversions are typical compensation/retention events and do not by themselves indicate a purchase or sale decision in the market. The filing shows the units were retained (not immediately sold), and accrued distributions were paid in cash.