Nunez Craig W 4

What Happened

Craig W. Nunez, President and COO of Natural Resource Partners LP (NRP), had phantom units under the company’s long-term incentive plan (LTIP) convert into 79,184 common units on 2026-02-10 (reported on Form 4 filed 2026-02-12). Of those units, 15,579 were surrendered/withheld to satisfy tax withholding at $123.04 per unit, generating proceeds of $1,916,840 (code F). The conversions/exercises are reported as derivative conversions (code M) and relate to LTIP awards that vested per the plan (performance- and time-based awards from 2023–2025). Net new units to Nunez after withholding: 63,605 units. (Acquisitions are conversions, so no cash purchase price was paid; using the $123.04 withholding price gives an approximate gross market value of the 79,184 units of ~$9.74M.)

Key Details

• Transaction date: 2026-02-10; Form 4 filed: 2026-02-12 (timely).
• Acquisitions: five derivative/conversion entries totaling 79,184 common units (code M); acquisition price shown as N/A (conversion of phantom units).
• Disposal for tax withholding: 15,579 units surrendered at $123.04 each for $1,916,840 (code F).
• Net increase in holdings: +63,605 common units (79,184 acquired − 15,579 withheld).
• Footnotes: Units converted were phantom/performance-based LTIP awards granted in 2023–2025; vested amounts converted to common units and accrued distributions during vesting were paid in cash on the conversion date (see F1–F5).
• Shares owned after transaction: not specified in the provided Form 4 excerpt.

Context

• These were not open‑market purchases or sales for investment; they were LTIP phantom-unit conversions that vested and converted into company common units. The withholding of units to cover tax obligations is a routine, administrative step (cashless exercise/tax withholding), not an open‑market sale.
• Codes: M = exercise/conversion of derivative (phantom units); F = payment of tax liability via share withholding.
• For retail investors: conversions and routine tax withholdings are common for executive equity compensation and do not, by themselves, signal active buying or selling intent beyond the vesting of prior awards.