WARMAN PHILIP T 4

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.