WARMAN PHILIP T 4
4 · NATURAL RESOURCE PARTNERS LP · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Natural Resource Partners (NRP) GC Philip Warman Receives 21,598 Units
What Happened
- Philip T. Warman, General Counsel and Secretary of Natural Resource Partners LP (NRP), had multiple LTIP phantom/unit awards vest and convert into common units on 2026-02-10. A total of 21,598 common units were issued upon conversion of performance- and time-based phantom units. To cover tax withholding, 4,249 of those units were surrendered at $123.04 per unit for a withholding value of $522,797, leaving a net 17,349 units delivered to Warman. Accrued quarterly distributions on the vested phantom units were paid in cash on the conversion date.
Key Details
- Transaction date: 2026-02-10; Form 4 filed 2026-02-12 (timely).
- Conversions/exercises (code M): 21,598 common units issued (line items: 10,799; 5,880; 4,150; 403; 366).
- Tax/payment withholding (code F): 4,249 units withheld at $123.04 per unit for $522,797.
- Net units issued to insider: 17,349 common units (21,598 issued − 4,249 withheld).
- Footnotes: Units converted were from LTIP phantom/performance awards granted in 2023, 2024 and 2025; accrued distributions during vesting were paid in cash. The 2023 performance-based award vested based on achievement of specified goals; other awards vested in scheduled tranches as described in the filing.
- Filing timeliness: Report filed two days after the transaction (within the Form 4 reporting window).
Context
- These were not open-market purchases or sales by the insider; they were conversions of previously granted phantom/performanced-based LTIP units into common units (exercise/conversion), with a portion withheld to satisfy tax withholding obligations. Such conversions are routine LTIP vesting events and do not necessarily signal a change in the insider’s view of the company.
Insider Transaction Report
Form 4
WARMAN PHILIP T
General Counsel and Secretary
Transactions
- Exercise/Conversion
COMMON UNITS
[F1]2026-02-10+10,799→ 19,210 total - Tax Payment
COMMON UNITS
2026-02-10$123.04/sh−4,249$522,797→ 14,961 total - Exercise/Conversion
PERFORMANCE UNITS
[F2]2026-02-10+5,880→ 0 total→ COMMON UNITS (5,880 underlying) - Exercise/Conversion
PHANTOM UNITS
[F3]2026-02-10+4,150→ 0 total→ COMMON UNITS (4,150 underlying) - Exercise/Conversion
PHANTOM UNITS
[F4]2026-02-10+403→ 403 total→ COMMON UNITS (403 underlying) - Exercise/Conversion
PHANTOM UNITS
[F5]2026-02-10+366→ 732 total→ COMMON UNITS (366 underlying)
Footnotes (5)
- [F1]Common units were issued upon conversion of phantom units previously awarded under the issuer's long-term incentive plan ("LTIP") as further described in notes (2), (3), (4) and (5) below.
- [F2]Performance-based units representing the right to receive common units, together with tandem distribution equivalent rights, were awarded in February 2023 under the issuer's LTIP. The phantom units vested on the third anniversary of the grant date and converted into common units on the reporting date based upon the achievement of specified performance goals. Accrued quarterly distributions made during the vesting period were paid in cash to the reporting person on the reporting date.
- [F3]Phantom units representing the right to receive common units on a one-for-one basis, together with tandem distribution equivalent rights, were awarded in February 2023 under the issuer's LTIP. One-third of the phantom units vested on the third anniversary of the grant date and converted into common units on the reporting date. Accrued quarterly distributions made during the vesting period were paid in cash to the reporting person on the reporting date.
- [F4]Phantom units representing the right to receive common units on a one-for-one basis, together with tandem distribution equivalent rights, were awarded in February 2024 under the issuer's LTIP. One-third of the phantom units vested on the second anniversary of the grant date and converted into common units on the reporting date. Accrued quarterly distributions made during the vesting period were paid in cash to the reporting person on the reporting date. The remaining phantom units under the 2024 award will vest on the third anniversary of the grant date.
- [F5]Phantom units representing the right to receive common units on a one-for-one basis, together with tandem distribution equivalent rights, were awarded in February 2025 under the issuer's LTIP. One-third of the phantom units vested on the first anniversary of the grant date and converted into common units on the reporting date. Accrued quarterly distributions made during the vesting period were paid in cash to the reporting person on the reporting date. The remaining phantom units under the 2025 award will vest in substantially equal installments on the second and third anniversaries of the grant date.
Signature
/s/ PHILIP T WARMAN|2026-02-12