{"url_path":"/sec/arec/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1590715/0001477932-26-003317-index.html","accession_number":"0001477932-26-003317","cik":"0001590715","ticker":"AREC","issuer_name":"American Resources Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1590715/0001477932-26-003317-index.html","primary_entity_key":"0001590715","primary_entity_name":"American Resources Corp"},"word_count":2303,"has_tables":true,"body_markdown":"**Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.**\n\n \n\n*Market Information.*\n\n \n\nOur Class A Common Stock (also referred to as common stock or shares) is presently traded on the NASDAQ Capital Market under the ticker symbol AREC. Our common stock has been thinly traded since our Company’s inception. Moreover, we do not believe that any institutional or other large-scale trading of our stock has occurred or will in fact occur in the near future. The following table sets forth information as reported by the Nasdaq Capital Markets for the high and low bid and ask prices for each of the eight quarters ending December 31, 2025 for our common stock. The following prices reflect inter-dealer prices without retail markup, markdown or commissions and may not reflect actual transactions.\n\n \n\n \n\n \n\n**High**\n\n \n\n \n\n**Low**\n\n \n\n**Quarters ending in 2025**\n\n \n\n \n\n \n\n \n\n \n\n \n\nMarch 31\n\n \n$0.92\n \n\n \n$0.43\n \n\nJune 30\n\n \n\n \n1.68\n \n\n \n\n \n0.38\n \n\nSeptember 30\n\n \n\n \n3.33\n \n\n \n\n \n0.78\n \n\nDecember 31\n\n \n$7.11\n \n\n \n$2.08\n \n\n**Quarters ending in 2024**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nMarch 31\n\n \n$1.78\n \n\n \n$1.68\n \n\nJune 30\n\n \n\n \n1.59\n \n\n \n\n \n1.48\n \n\nSeptember 30\n\n \n\n \n0.99\n \n\n \n\n \n0.41\n \n\nDecember 31\n\n \n$1.34\n \n\n \n$0.84\n \n\n \n\n*(b) Holders*\n\n \n\nAs of December 31, 2025, the Company had 125 Class A Common Stock shareholders of record holding 23,642,047 shares of our Class A Common Stock issued and outstanding. This number includes one position at Cede & Co., which includes an unknown number of shareholders holding shares of 83,277,782 Class A Common Stock. The number of both shareholders of record and beneficial shareholders may change on a daily basis and without the Company’s immediate knowledge.\n\n \n\n*(c) Dividends*\n\n \n\nHolders of common stock are entitled to receive dividends as may be declared by our Board of Directors and, in the event of liquidation, to share pro rata in any distribution of assets after payment of liabilities and preferred shareholders. Our Board of Directors has sole discretion to determine: (i) whether to declare a dividend; (ii) the dividend rate, if any, on the shares of any class of series of our capital stock, and if so, from which date or dates; and (iii) the relative rights of priority of payment of dividends, if any, between the various classes and series of our capital stock. We have not paid any dividends and do not have any current plans to pay any dividends.\n\n \n\n \n\n8\n\n*Table of Contents*\n\n \n\nPublic market for common stock\n\n \n\nEffective, February 15, 2019, The Company’s Common Stock began trading on the NASDAQ Capital Market.\n\n \n\n**Recent Sales of Unregistered Securities.**\n\n \n\nCLASS A COMMON STOCK\n\n \n\nDuring the periods ending December 31, 2025 and December 31, 2024, the Company engaged in the sale of its unregistered securities as described below. The shares of our Class A Common Stock were issued pursuant to an exemption from registration in Section 4(a)(2) of the Securities Act of 1933. These shares of our Class A Common Stock qualified for exemption under Section 4(a)(2) of the Securities Act of 1933 since the issuance of shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(a)(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these shareholders had necessary investment intent as required by Section 4(a)(2) since they agreed to receive share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” All shareholders are “sophisticated investors” and are family members, friends or business acquaintances of our officers and directors. Based on an analysis of the above factors, we believe we have met the requirements to qualify for exemption under section 4(a)(2) of the Securities Act of 1933 for this transaction.\n\n \n\n**Class A Common Stock Activity Disclosure:**\n\n \n\n**Year**\n\n \n\n**Transaction Description**\n\n \n\n**Shares Issued (Re-purchased)**\n\n \n\n2024\n\n \n\nIssued pursuant to warrant conversions\n\n \n\n \n902,419\n \n\n2024\n\n \n\nIssued pursuant to debt conversions\n\n \n\n \n595,790\n \n\n2024\n\n \n\nIssued pursuant to consulting arrangements\n\n \n\n \n102,500\n \n\n2024\n\n \n\nIssued pursuant to stock option exercises\n\n \n\n \n148,000\n \n\n \n\n \n\n**2024 Total Issued**\n\n \n\n \n**1,748,709**\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n2025\n\n \n\nExercise of cashless common stock options\n\n \n\n \n\n577,676\n\n \n\n2025\n\n \n\nIssued to settle accounts payable and accrued expense\n\n \n\n \n7,299,143\n \n\n2025\n\n \n\nCommon stock issued to settle long-term debt\n\n \n\n \n1,500,726\n \n\n2025\n\n \n\nExercise of warrants for common stock\n\n \n\n \n\n2,162,807\n\n \n\n \n\n \n\nIssuance of common shares for consulting services\n\n \n\n \n\n59,978\n\n \n\n2025\n\n \n\nProceeds from equity offering\n\n \n\n \n17,323,420\n \n\n \n\n \n\n**2025 Net Issued**\n\n \n\n \n\n**28,923,750**\n\n \n\n \n\nSERIES A PREFERRED STOCK\n\n \n\nOur certificate of incorporation authorizes our board of directors, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue from time to time our Series A Preferred stock, par value $0.0001 per share, covering up to an aggregate of 5,000,000 shares of Series A Preferred stock. The Series A Preferred stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the board of directors, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of stockholders. Effective November 5, 2018, the eleven Series A Preferred holders elected to proportionally convert a total of 4,336,012 of the 4,817,792 total Series A Preferred stock outstanding into 14,453,373 common shares of the company, and as a result, 481,780 shares of Series A Preferred stock remained. On February 14, 2019, the remaining outstanding shares of Series A Preferred stock were converted into 1,509,070 common shares of the company.\n\n \n\nPursuant to the Series A Preferred Stock Designation, the holders of the Series A Preferred stock are entitled to three hundred thirty-three and one-third votes, on an “as-converted” basis, per each Series A Preferred share held of record on all matters to be voted upon by the stockholders. The holders of the Series A Preferred stock are not entitled to receive dividends.\n\n \n\nThe holders of the Series A Preferred stock are entitled to convert into common shares, at the holder’s discretion, at a rate of one Series A Preferred share for three and one-third common shares. Any fractional common shares created by the conversion is rounded to the nearest whole common share.\n\n \n\nUpon our liquidation, dissolution, distribution of assets or other winding up, the holders of the Series A Preferred stock shall be entitled to receive in preference to the holders of the Common Stock a per share amount equal to $1.65 per share.\n\n \n\n \n\n9\n\n*Table of Contents*\n\n \n\nSERIES B PREFERRED STOCK\n\n \n\nOur certificate of incorporation authorizes our Board of Directors, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue from time to time our Series B Preferred stock, par value $0.001 per share, covering up to an aggregate of 20,000,000 shares of Series B Preferred stock. The Series B Preferred stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the Board of Directors, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of stockholders. As of December 31, 2025, and 2024, 0 shares of Series B Preferred stock are outstanding. The amount outstanding as of 2017 includes 850,000 shares of Series B Preferred stock issued to investors and 53,157 shares of Series B Preferred stock issued as part of the 8.0% annual dividend that is accrued and paid in-kind, as described below.\n\n \n\nThe holders of Series B Preferred shares are entitled to no voting rights until the holder converts any or all of their Series B Preferred shares to common shares. The holders of the Series B Preferred shall accrue and pay-in-kind with additional Series B Preferred stock a dividend based on an 8.0% annual percentage rate, compounded quarterly in arrears, for any Series B Preferred stock that is outstanding at the end of such prior quarter.\n\n \n\nThe holders of the Series B Preferred stock are entitled to convert into common shares, at the holder’s discretion, at a conversion price of Three Dollars Sixty Cents ($3.60) per share of common stock, subject to certain price adjustments found in the Series B Preferred stock purchase agreements.\n\n \n\nUpon our liquidation, dissolution, distribution of assets or other winding up, the holders of Series B Preferred shares shall have a liquidation preference to the common shares and Series A Preferred shares outstanding in the amount equal to the amount initially invested by the Series B Preferred holder in the Series B Preferred stock at the time of such investment minus the pro rata amount that has been converted into common stock or redeemed.\n\n \n\nOn November 7, 2018, all outstanding shares totaling 964,290 Series B preferred shares were converted into 267,859 common shares of the company in a cashless conversion.\n\n \n\nSERIES C PREFERRED STOCK\n\n \n\nOur certificate of incorporation authorizes our Board of Directors, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue from time to time our Series C Preferred stock, par value $0.001 per share, covering up to an aggregate of 20,000,000 shares of Series C Preferred stock. The Series C Preferred stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the Board of Directors, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of stockholders.\n\n \n\nThe holders of Series C Preferred shares are entitled to vote on an “as-converted” basis of one share of Series C Preferred Stock voting for one vote of common stock. The holders of the Series C Preferred shall accrue and pay-in-kind with additional Series C Preferred stock a dividend based on a 10.0% annual percentage rate, compounded annually in arrears, for any Series C Preferred stock that is outstanding at the end of such prior year.\n\n \n\n \n\n10\n\n*Table of Contents*\n\n \n\nThe holders of the Series C Preferred stock are entitled to convert into common shares, at the holder’s discretion, at a conversion price of Six Dollars ($6.00) per share of common stock, subject to certain price adjustments found in the Series C Preferred stock purchase agreements. Should the company complete an equity offering (including any offering convertible into equity of the Company) of greater than Five Million Dollars ($5,000,000) (the “Underwritten Offering”), then the Series C Preferred stock shall be automatically and without notice convertible into Common Stock of the company concurrently with the subsequent Underwritten Offering at the same per share offering price of the Underwritten Offering. If the Underwritten Offering occurs within twelve months of the issuance of the Series C Preferred stock to the holder, the annual dividend of 10.0% shall become immediately accrued to the balance of the Series C Preferred stock and converted into the Underwritten Offering.\n\n \n\nUpon our liquidation, dissolution, distribution of assets or other winding up, the holders of Series C Preferred shares shall have a liquidation preference to the common shares at an amount equal to $1.00 per share.\n\n \n\nOn November 27, 2018, 50,000 shares of Series C preferred shares were sold at $1.00 per share resulting in proceeds of $50,000 for the Company. On February 21, 2019, all outstanding shares totaling 50,000 of Series C preferred shares were converted into 122,750 shares of Class A Common Stock in a cashless exchange.\n\n \n\n“BLANK CHECK” PREFERRED STOCK\n\n \n\nOur certificate of incorporation authorizes our board of directors, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue from time to time up to an aggregate of 70,000,000 shares of preferred stock that is considered “blank check”. The blank check preferred stock shall be designed by the Board of Directors at the time of classification.\n\n \n\nOPTIONS AND WARRANTS\n\n \n\nThe Company has issued stock options and warrants to employees, directors, consultants, and investors under equity compensation arrangements and financing transactions.\n\n \n\nShares of Class A common stock underlying these options and warrants are authorized and reserved for issuance but are not considered issued or outstanding until such options or warrants are exercised.\n\n \n\nUpon exercise, shares issued pursuant to options or warrants are issued either under an effective registration statement or pursuant to an exemption from registration, depending on the terms of the underlying instrument and the applicable securities law provisions.\n\n \n\nAs of December 31, 2025, the Company had outstanding options and warrants exercisable into shares of Class A common stock, with shares reserved under the Company’s authorized but unissued common stock to satisfy such potential exercises.\n\n \n\nSECURITIES PURCHASE AGREEMENTS\n\n \n\nDuring 2025, the Company entered into securities purchase agreements with certain investors for the private placement of 9,480,282 shares of common stock at $3.55 per share. The Company filed a registration statement on Form S-1 regarding this event.\n\n \n\nDuring 2025, the Company entered into securities purchase agreements with certain investors pursuant to which it agreed to issue and sell, in a private placement offering, an aggregate of 2,661,764 shares of common stock at a purchase price of $5.10 per share and pre-funded warrants to purchase up to 5,181,374 shares of common stock at an exercise price of $0.0001 per share, at a purchase price of $5.0999 per warrant. The Company filed a registration statement on Form S-1 regarding this event.\n\n \n\n \n\n11\n\n*Table of Contents*"}