What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-05 compared with 2024-03-12 · 201 added, 163 removed, 123 unchanged (75% of the section changed)

("Arq", the "Company," "we," "us", "our," or similar pronouns) is an environmental technology company principally engaged in the sale of consumable air, water, and soil treatment solutions including activated carbon ("AC") and chemical technologies.

Arq, Inc., together with its consolidated subsidiaries ("Arq", the "Company," "we," "us", or "our") is an environmental technology company principally engaged in the sale of consumable air, water, and soil treatment solutions, primarily based on activated carbon ("AC").

Our proprietary AC products enable customers to reduce air, water, and soil contaminants, including mercury, per - and polyfluoroalkyl substances ("PFAS") and other pollutants, to meet the challenges of existing and pending air quality and water regulations.

We manufacture and sell AC and other chemicals used to capture and remove contaminants for the coal-fired power generation, industrial, municipal water and air, water and soil treatment and remediation markets (collectively, the advanced purification technologies or "APT" market).

We manufacture and sell AC and other chemicals used to capture and remove impurities, contaminants and pollutants for the coal-fired power generation, industrial, water treatment, and water and soil remediation markets, which we collectively refer to as the advanced purification technologies ("APT") market.

Our primary products are comprised of AC, which is produced from a variety of carbonaceous raw materials.

Our AC products include both powdered activated carbon ("PAC") and granular activated carbon ("GAC"), among others.

Additionally, we own the Five Forks Mine, a lignite coal mine that currently supplies the primary raw material for the manufacturing of our products.

Our predecessor, ADA-ES, Inc.

2 unchanged sentences

("ADES")), a Delaware company incorporated in 2011, succeeded ADA as the publicly held corporation and ADA became a wholly-owned subsidiary of the Company.

In 2018, we acquired ADA Carbon Solutions, LLC ("Carbon Solutions") to enter into the broader AC market and to expand our product offerings in the mercury control industry and other applicable AC markets.

In February 2023, we acquired 100% of the equity of the subsidiaries of Arq Limited (the "Arq Acquisition," and hereafter the Arq Limited subsidiaries referred to as "Legacy Arq") to secure access to a feedstock, a manufacturing facility and certain patented processes to manufacture new advanced granular activated carbon ("GAC") products for sale into markets to the APT and other markets.

In February 2024, as part of a larger rebranding, the Company changed its name to Arq, Inc., and on February 1, 2024, our common stock commenced trading under the ticker symbol, "ARQ".

This Annual Report on Form 10-K is referred to as the "Form 10-K" or the "Report." As used in this Report, the terms the "Company," "we," "us" and "our" means Arq, Inc.

and its consolidated subsidiaries.

In 2018, we acquired ADA Carbon Solutions, LLC to expand our product offerings in the mercury control industry and enter into other applicable APT markets.

In February 2023, we acquired 100% of the equity interests, assets and liabilities of the subsidiaries of Arq Limited, an environmental technology company incorporated under the laws of Jersey (the "Arq Acquisition" or the "Transaction," and hereafter the Arq Limited subsidiaries referred to as "Legacy Arq") to secure access to additional U.S.

based bituminous coal feedstock, a manufacturing facility located in Corbin, Kentucky (the "Corbin Facility") and certain patented processes to manufacture new advanced GAC products for sale into the APT and other markets.

In February 2024, as part of a larger rebranding, the Company changed its name to Arq, Inc., and on February 1, 2024, our common stock commenced trading on the Nasdaq Global Market under the ticker symbol, "ARQ."

This Annual Report on Form 10-K is referred to herein as the "Form 10-K" or the "Report."

Products and Markets

AC is a specialized sorbent material that is used widely in a host of industrial and consumer applications to remove impurities, contaminants and pollutants from gas, water, soil and other product or waste streams.

AC is a specialized sorbent material that is used widely in a host of industrial and consumer applications to remove impurities, pollutants and contaminants from gas, water, soil and other product or waste streams.

AC is produced by activating carbonaceous raw materials, including wood, coal, nut shells, resins and petroleum pitch.

Properties such as surface area, pore volume, surface chemical functionalities and particle size and form can be specifically engineered to selectively target various contaminants to meet end-use application requirements.

Our AC products are manufactured in several different forms that are important for the end-use application, including powdered activated carbon ("PAC"), granular activated carbon, and colloidal carbon product ("CCP").

Key markets for AC products include removal of pollutants from coal-fired electrical generation and other industrial processes, treatment of drinking and waste waters, industrial and renewable gas purification and odor removal, automotive gasoline emission control, soil and ground water remediation and food and beverage process and product purification.

Demand for AC products has been, and is expected to continue to be driven by increasing environmental regulations pertaining to water, soil, and air quality, especially in the developed and more industrialized areas of the world, and general consumer attention towards environmental issues.

Our AC products are manufactured in several different forms that are important for the end-use application, including PAC, GAC, and colloidal carbon product ("CCP").

Key markets for AC products include treatment of drinking and waste waters, industrial and renewable gas purification and odor removal, automotive gasoline emission control, soil and ground water remediation, food and beverage process and product purification and removal of pollutants from emissions produced by coal-fired electrical generation and other industrial processes.

Demand for AC products has been, and is expected to continue to be driven by environmental regulations pertaining to water, soil, and air quality, especially in the developed and more industrialized areas of the world, and increased consumer attention towards environmental, health and safety issues.

Additionally, we believe enhanced environmental and health advisory issues will continue to drive demand for AC in rapidly developing countries.

We pursue opportunities to expand and diversify our customer base into markets for our purification products including industrial applications, water treatment plants and other end markets.

We continuously pursue opportunities to expand and diversify our customer base into markets for our purification products including industrial applications, water treatment plants and other end markets.

In addition, we see significant opportunities emerging in the soil, sediment and groundwater treatment markets.

Increased attention has been drawn to the monitoring and treatment of heavy metals, organic and inorganic compounds in groundwater to improve overall ground and drinking water quality across North America.

Increased attention has been drawn to the monitoring and treatment of heavy metals, organic and inorganic compounds, including PFAS substances, in groundwater to improve overall ground and drinking water quality across North America.

AC, in various forms, has and will continue to play a key role in these remediation efforts.

Our current products (also referred to as "consumables") are used to purify contaminated liquid, soil, and gas streams from a variety of industrial sources including coal-fired power plants and wastewater treatment plants and other end markets.

Most of the North American coal-fired power generators installed equipment to control air pollutants, such as mercury, prior to or since the implementation of the Mercury and Air Toxics Standards ("MATS").

Our current products (also referred to as "consumables") are used to purify contaminated liquid, soil, and gas streams from a variety of industrial sources including wastewater treatment plants, coal-fired power plants and other end markets.

Most of the North American coal-fired power generators and other industrial customers installed equipment to control air pollutants, such as

mercury, prior to or since the implementation of the Mercury and Air Toxics Standards ("MATS") by the U.S.

Environmental Protection Agency ("EPA").

However, many power generators need consumable products to complement the operation of installed equipment on a recurring basis to more effectively capture mercury and other contaminants.

AC has been adopted as the most widely-used technology to capture mercury due to product efficiency and

effectiveness, and currently accounts for the majority of the mercury control consumables in the North American market.

We offer AC and other chemical products and work with customers as they develop and implement a compliance control strategy that utilizes the consumables solutions that fit with their unique operating and pollution control configuration.

AC has been adopted as the most widely used technology to capture mercury due to product efficiency and effectiveness, and currently accounts for the majority of the mercury control consumables in the North American market.

We offer AC and other chemical products and work with customers as they develop and implement a compliance control strategy that utilizes the consumables solutions that fit their unique operating and pollution control configuration.

Coal-fired power plants continue to be a significant, though declining, source of electricity generation in the United States ("U.S.").

4 unchanged sentences

Groundwater contamination has become a matter of increasing concern to federal and state governments as well as to the public, especially over recent years.

AC market may see significant growth from water purification markets, especially if future regulations are passed controlling certain chemicals in drinking water.

At present, individual states are primarily responsible for the protection of groundwater and drinking water.

The existing technologies for treatment of groundwater, including removal of the soil for external treatment or landfill, pumping the groundwater above surface for treatment and/or installing treatment trenches or barriers all utilize PAC and GAC products.

AC market may see significant growth from water purification markets, especially as implementation dates for new regulations issued by the EPA in April 2024 are nearing, with full compliance currently required by April 2029.

In addition, certain states and certain municipal water treatment systems across the U.S.

require pre-approval for the use of GAC products in their public water systems.

Approval processes can vary in length from a number of days to multiple months.

We have commenced the pre-approval process with a number of relevant state and municipal agencies.

Please note, U.S.

regulations are subject to continuing change, as further discussed in "Legislation and Environmental Regulations" included in Item 1 of this Report.

The existing technologies for treatment of groundwater, including removal of contaminated soil for external treatment or landfill, pumping groundwater above the surface for treatment and/or installing treatment trenches or barriers often utilize PAC and GAC products.

An emerging technology generating increasing interest by site engineering firms and owners is injecting highly engineered ACs into the subsoil, also described as "in situ" treatment, to intercept the contamination plume or to treat the groundwater.

In response to this market opportunity, in late 2021, we developed a new Colloidal Carbon Product ("CCP") platform, FluxSorb RC, which is currently in the initial stages of field testing at multiple contaminated soil and groundwater remediation treatment sites.

In response to this market opportunity, in late 2021, we developed a new CCP platform, FluxSorb RC, which is a treatment option in certain contaminated soil and groundwater remediation treatment sites.

Legacy Arq Products and Markets

With the acquisition of Legacy Arq in February 2023, we now control bituminous coal waste reserves and own a manufacturing facility, both located in Corbin Kentucky (the "Corbin Facility").

Our facility will remediate these reserves, using a patented manufacturing process to convert bituminous coal waste into a purified, microfine carbon powder known as Arq powder TM ("Arq Powder") for high value applications, such as for a raw material to produce GAC products.

We expect by the end of 2024 to begin using Arq Powder as a feedstock to produce high-quality GAC products for sale in the APT and other markets.

We believe Arq Powder has additional potential for us to access new markets and applications.

We expect to secure customer interest in Arq Powder as an additive into other markets, such as components for asphalt.

These products utilizing Arq Powder are expected to have a lower carbon footprint compared to similar products utilizing conventional materials.

With the acquisition of Legacy Arq in February 2023, we now control reserves of high-quality recovered bituminous coal fines and own a manufacturing facility, both located in Corbin Kentucky (the "Corbin Facility").

Our facility remediates these reserves, using a patented manufacturing process to convert the recovered bituminous coal fines into a purified, microfine carbon powder known as Arq powder TM ("Arq Powder") for high value applications, such as for a raw material to produce GAC products.

We expect to begin using Arq Powder as a feedstock to produce high-quality GAC products by the end of the first quarter of 2025 for sale into the APT and other markets.

We anticipate that our GAC products made using these highly purified recovered bituminous coal fines will have a materially lower carbon footprint than other coal-based competitor alternatives.

We believe Arq Powder has additional potential to enable us to access new markets and applications.

We intend to secure customer interest in Arq Powder as an additive into other markets, such as components for asphalt.

These products utilizing Arq Powder are expected to have a lower carbon footprint compared to similar products utilizing conventional materials and have demonstrated other beneficial performance attributes during lab-scale customer testing.

These applications are currently in various stages of proof of concept testing or preliminary customer testing.

Sales and Customers

We sell consumables primarily though our internal sales group and are generally under contracts ranging from one to five years.

We generally recognize revenue on an order-by-order basis.

Revenue from our top three customers comprised approximately 37% of our consumables revenue for the year ended December 31, 2023, and the loss of any of these customers would have a material adverse effect on our operating results.

We sell consumables primarily through our internal sales group and generally enter into customer contracts ranging from one to five years in duration.

We generally recognize revenue as orders are fulfilled.

Revenue from our top three customers comprised approximately 36% of our revenue for the year ended December 31, 2024, and the loss of any of these customers would have a material adverse effect on our operating results.

The timing of the sale of our consumable products is dependent upon several factors.

9 unchanged sentences

Depending on weather conditions and other environmental factors, the summer months historically have the highest demand for our PAC products in water treatment.

One of the major uses for PAC is for the treatment of taste and odor episodes caused by increased degradation of organic contaminants and natural materials in water that occurs during the summer months.

One of the major uses for PAC is for the treatment of taste and odor impurities caused by increased degradation of organic contaminants and natural materials in water that occurs predominately during the summer months.

Additionally, the rainy season generally results in more demand for PAC products to water municipalities due to rain run-offs and contaminant dilution.

Our primary competitors in the AC consumables industry include Cabot Norit Americas, Inc., which is owned by One Equity Partners, Calgon Carbon, which is owned by Kuraray Co., Ltd.

and Donau Carbon Company.

Our primary competitors in the AC consumables industry include Norit Americas, Inc., which is owned by One Equity Partners, and Calgon Carbon, which is owned by Kuraray Co., Ltd.

Sources and Availability of Raw Materials

4 unchanged sentences

We purchase these various ACs through supply agreements or spot purchases with the producers.

With the Arq Acquisition, in 2023, we secured a second feedstock, Arq Powder, which is made from bituminous coal waste, used in manufacturing of GAC products.

With the acquisition of Legacy Arq in 2023, we secured a second feedstock, Arq Powder, which is made from high-quality recovered bituminous coal fines, for use in manufacturing of GAC products.

Through internal testing, we have demonstrated that Arq Powder can be shaped and successfully activated using industrially available equipment and technology with our proprietary know-how.

1 unchanged sentence

In the U.S., the availability of feedstock for GAC manufacturing is limited, as it is either supplied by specialty mined coal or coconut husks, which need to be imported.

Between the Corbin Facility and the Five Forks Mine, we will have a fully integrated supply chain in multiple feedstocks - bituminous coal fines (Corbin Facility) and lignite coal (Five Forks Mine) to produce both GAC and PAC products.

We purchase various additives utilized in the production of AC.

Between the Corbin Facility and the Five Forks Mine, we have a fully integrated supply chain in multiple feedstocks - bituminous coal fines (Corbin Facility) and lignite coal (Five Forks Mine) to produce both GAC and PAC products.

We purchase various additives utilized in the production of our AC products.

The manufacturing of AC is dependent upon these various additives, which are subject to price fluctuations and supply constraints.

In addition, the number of suppliers who provide the necessary additives needed to manufacture our ACs is limited.

In addition, the number of suppliers who provide the necessary additives needed to manufacture our AC products is limited.

We purchase these additives through supply agreements or spot purchases with the producers.

4 unchanged sentences

We purchase these chemical products through spot purchases with the producers.

Due to the seasonality of our business, which is primarily driven by our high concentration of customers in the coal-fired plant market, our sales and inventory levels may vary throughout the year.

We are able to supplement the available production at our Red River Plant by purchasing third party consumables to meet customer demand for our consumables.

Due to the seasonality of our business, which is primarily driven by our high concentration of customers in the coal-fired power generation and municipal water treatment markets, our sales and inventory levels may vary throughout the year.

We own and operate a manufacturing plant (the "Red River Plant"), located in Coushatta, Louisiana.

We also operate a production and distribution facility located on land we lease in Coushatta.

In addition, we own and operate the Corbin Facility, where we process bituminous coal waste and apply patented technology to produce Arq Powder.

In January 2024, the Company executed a contract with a third-party contractor for the construction of a GAC facility at the Red River Plant, (the "GAC Facility") and immediately commenced construction operations.

The Company expects to complete commissioning activities at the GAC Facility by the end of 2024 and estimates that total construction costs including all equipment purchases will be in the range of $62 to $67 million.

As of January 2024, major construction work at the Corbin Facility remains on track to be completed on time.

We expect to commence commissioning activities during the first half of 2024 and estimate that total construction and commissioning costs at the Corbin Facility will be in the range of $10 to $15 million.

In March 2023, we sold 100% of the membership interests in Marshall Mine, LLC, which owned a shuttered lignite mine located outside of Marshall, Texas to a third party.

In addition, we own and operate the Corbin Facility, where we process bituminous coal fines and apply patented technology to produce Arq Powder.

In January 2024, we executed a contract with a third-party contractor for the construction of a GAC facility at the Red River Plant, (the "GAC Facility") and immediately commenced construction operations.

In September 2024, we terminated the contract with the third-party contractor and moved the construction and project management functions for the GAC Facility internally.

Mechanical completion of our GAC Facility was completed in January 2025.

We expect to commence initial production of our proprietary GAC product at the GAC Facility by the end of the first quarter of 2025.

For the year ended December 31, 2024, construction costs for the GAC Facility were approximately $80 million.

We completed commissioning at our Corbin Facility in January 2025.

Total construction and commissioning costs at the Corbin Facility were approximately $7 million for the year ended December 31, 2024.

Research and Development Activities

2 unchanged sentences

Legislation and Environmental Regulations

Our products and services are used for the reduction of pollutants and other contaminants.

Legislation and regulations limit the amount of pollutants and other contaminants permitted and may increase the need for our products.

Below is a summary of the primary legislation and regulation that currently affects the market for our current products.

We are subject to various legislative enactments and regulations relating to the protection of the environment, health and safety, including the Occupational Safety and Health Act ("OSHA") and comparable state laws.

While we cooperate with governmental authorities and take commercially practicable measures to meet regulatory requirements and avoid or limit environmental effects, some risks are inherent in our business.

Among the risks are costs associated with operating manufacturing plants and mining operations, fines and penalties if we are found to be in violation of laws and regulations (and/or our operating permits), as well as modifications, disruptions or discontinuation of certain operations.

Additionally, our products and services are used for the reduction of certain pollutants and other contaminants and legislation and regulations that limit the amount of pollutants and other contaminants permitted in air, water and soil may increase or decrease the need for our products.

We regularly monitor and review our operations, procedures and policies for compliance with these and other laws and regulations.

Compliance with these laws and regulations often requires the dedication of time and effort of employees, as well as financial resources.

We believe our operations are in substantial compliance with these laws and regulations and that there are no violations that would have a material effect on our business.

Despite these compliance efforts, there can be no assurance that material violations will not occur in the future.

During the fiscal year ended December 31, 2024, compliance with the regulations applicable to our operations did not have a material effect on our capital expenditures, earnings, or competitive position, and the cost of compliance with these laws and regulations is not expected to have a material adverse effect on our business in the future.

Below is a summary of the primary legislation and regulation that currently affects our business and the market for our current products.

See “Item 1A.

Risk Factors” below for further information on the uncertainty surrounding current U.S.

regulatory landscape.

Federal National Primary Drinking Water Regulation and other PFAS Regulations

In October 2021, the EPA released its PFAS Strategic Roadmap, laying out its approach to addressing PFAS and other pollutants, which set a timeline by which the EPA planned to take certain actions through 2024, including establishing a national primary drinking water regulation for certain PFAS and taking Effluent Limitations Guidelines actions to regulate certain PFAS discharges from industrial categories.

On March 14, 2023, the EPA proposed a National Primary Drinking Water Regulation ("NPDWR") for six specific PFAS substances.

On April 10, 2024, the EPA announced the final NPDWR, which established legally enforceable maximum contaminant levels ("MCL") for six PFAS substances, including a MCL for Perfluorooctane Acid ("PFOA") and Perfluorooctane Sulfonate ("PFOS") of 4.0 parts per trillion.

Under the NPDWR, drinking water utilities have three years from the publication of the final rule, or until April 2027, to comply with monitoring requirements and have five years from the publication of the final rule, or until April 2029, to implement solutions that reduce the applicable PFAS substances below the MCLs.

We anticipate that these new regulations will increase demand in the U.S.

for PFAS water treatment products and services, including our GAC products.

On May 8, 2024, the EPA finalized new regulations that treat PFOS and PFOA as hazardous substances under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA").

The new rules allow the EPA to hold polluters financially responsible for contaminated sites and will also lead to these PFAS chemicals being listed as "hazardous materials" under the Hazardous Materials Transportation Act, which will require materials containing these chemicals to be transported using special protocols.

Although final rules have not been issued, in February 2024 the EPA proposed changes to the Resource Conservation and Recovery Act ("RCRA") regulations by adding nine PFAS chemical compounds to its list of hazardous constituents.

Combined with the new CERCLA regulations, a final RCRA regulation of PFAS may increase the costs of the handling, transport, and disposal of PFAS-containing materials including water treatment waste.

Federal MATS Affecting Electric Utility Steam Generating Units

Environmental Protection Agency ("EPA") final "MATS Rule" went into effect in April 2012.

The EPA structured the MATS Rule as a Maximum Achievable Control Technology-based ("MACT-based") hazardous pollutant regulation applicable to coal and oil-fired Electric Utility Steam Generating Units ("EGU").

EGUs generate electricity through steam turbines and have a capacity of 25 megawatts or greater and provide for, among other provisions, control of mercury, control of acid gases such as hydrochloric acid and other Hazardous Air Pollutants ("HAPs").

Approximately 1,260 units in the U.S.

were coal-fired EGUs when the rule was enacted.

According to our estimates, the MATS Rule sets a limit that we believe requires the capture of 80-90% plus of the mercury in the coal burned in electric power generation boilers as measured at the exhaust stack outlet for most plants.

The EPA's final "MATS Rule" went into effect in April 2012.

The MATS Rule sets a limit that we believe requires the capture of 80-90% plus of the mercury in the coal burned in electric power generation boilers as measured at the exhaust stack outlet for most plants.

The MACT-based standards are also known as National Emission Standards for Hazardous Air Pollutants ("NESHAP").

2 unchanged sentences

as of December 31, 2024.

In May 2020, the EPA reconsidered and found that it was not "appropriate and necessary" to regulate HAPs emissions from coal- and oil-fired EGUs.

In May 2020, the EPA reconsidered and found that it was not "appropriate and necessary" to regulate Hazardous Air Pollutants ("HAPs") emissions from coal- and oil-fired EGUs.

However, the EPA expressly stated that the reconsideration neither removed coal- and oil-fired EGUs from the list of sources that must comply with the MATS Rule, nor rescinded the MATS Rule, which has remained continuously in effect.

1 unchanged sentence

On April 3, 2023, the EPA issued a proposed update to MATS that, amongst other potential modifications, proposed a reduction to the mercury emission limits for lignite coal-fired EGUs.

This proposal is currently pending.

The EPA adopted the final rule on April 25, 2024.

State Mercury and Air Toxics Regulations Affecting EGUs

2 unchanged sentences

are subject to consent decrees that require the control of acid gases and particulate matter, in addition to mercury emissions.

Federal Industrial Boiler MACT

In January 2013, the EPA issued the final set of adjustments to the MACT-based air toxics standards for industrial boilers, including mercury, particulate matter and acid gas emission limits.

Existing boilers typically had until January 31, 2017 to comply with the rule.

The EPA published an amended final rule of the industrial boiler MACT ("IBMACT"), representing technical corrections and clarifications.

On July 21, 2022, the EPA issued a further update of the IBMACT, which, among other things, updated emission limits to certain HAPs.

The EPA estimated that approximately 600 coal-fired boilers will be affected by IBMACT, in industries such as pulp and paper.

Our estimates, based on conversations with plant operators, suggest that most of the affected plants have either shut down or switched fuels to natural gas to comply with the regulation.

Effluent Limitation Guidelines

In 2015, the EPA set the first federal limits known as effluent limitation guidelines ("ELGs") on the levels of toxic metals in wastewater that can be discharged from power plants.

The final rule requires, among other things, zero discharge for fly ash and bottom ash transport water and limits on mercury, arsenic, selenium, and nitrate from flue gas desulfurization ("FGD") wastewater.

In September 2017, the EPA finalized a rule that delayed the original compliance deadlines for certain wastewater streams from November 2018 to November 2020, with the possibility that plants would not need to comply until December 2023 with state approval.

In April 2019, the U.S.

Court of Appeals for the Fifth Circuit struck down the EPA’s ELGs that apply to leachate wastewater and "legacy wastewater," and directed the EPA to revise the limits on the levels of toxic metals in those wastewater streams.

In November 2019, the EPA proposed to revise the ELGs for bottom ash and FGD wastewater.

The final rule, published in the Federal Register on October 13, 2020 and effective on December 14, 2020, does not directly regulate halogens.

It does, however, propose to establish a voluntary incentives program for the removal of certain halides.

In many (though not all) of the proposed treatment options that the EPA is considering, selenium in FGD wastewater would be regulated.

Some halogens may impact the effectiveness of biological wastewater treatment systems that are often used for the removal of selenium.

On August 3, 2021, the EPA initiated a supplemental rule-making initiative to strengthen certain discharge limits and stated its intention to issue a proposed rule for public comment in Fall of 2022, and issued a proposed rule on ELGs for the Steam Electric Power Generating Category on March 29, 2023.

This proposed rule seeks to establish more stringent discharge standards for certain wastewater generated at coal fired power plants, and is currently under review by the EPA.

Additional U.S.

Legislation and Regulations

In October 2021, the EPA released its PFAS Strategic Roadmap, laying out its approach to addressing PFAS and other pollutants.

The PFAS Strategic Roadmap sets timelines by which the EPA plans to take certain actions through 2024, including establishing a national primary drinking water regulation for certain PFAS and taking Effluent Limitations Guidelines actions to regulate certain PFAS discharges from industrial categories.

On March 14, 2023, the EPA proposed a National Primary Drinking Water Regulation ("NPDWR") for six specific PFAS substances.

NPDWR seeks to establish legally enforceable maximum contaminant levels ("MCL") for the 6 PFAS substances, including a proposed MCL for Perfluorooctane Acid ("PFOA") and Perfluorooctane Sulfonate ("PFOS") of 4.0 parts per trillion.

Under this proposed rule, drinking water utilities would have three years from the publication of a final rule to comply.

The EPA has submitted its final rule with respect to the NPDWR for interagency review and should issue a final rule after this review is completed.

Other Legislation and Regulation

Our manufacturing plants are subject to federal, state and local laws and regulations relating to discharge of substances into the environment and to the transportation, handling and disposal of such substances.

The primary federal statutes that apply to our activities in the U.S.

are the Clean Air Act and the Clean Water Act.

We make capital investments and expenditures to comply with environmental laws and regulations and to promote employee safety.

To date, such expenditures have not had a significant adverse effect on our consolidated results of operations, financial position or cash flows.

International Regulations

There are various international regulations related to mercury control.

In Canada, the Canada-Wide Standard ("CWS") was initially implemented in 2010, with increasingly stringent limits through 2020 and varying mercury emissions caps for each province.

China and Germany both have limits for mercury emissions that are less stringent than U.S.

limits and are typically met using co-benefits from other installed air pollution control equipment designed to control other pollutants.

For example, in Canada, the Canada-Wide Standard ("CWS") was initially implemented in 2010, with increasingly stringent limits through 2020 and varying mercury emissions caps for each province.

In May 2017, the EU ratified the Minimata Convention on Mercury, triggering mercury control regulations with implementation starting in 2021.

1 unchanged sentence

The BREF conclusions for large coal-fired electricity generating units were adopted by the European Commission in July 2017.

In October 2022, the European Commission proposed new directives for better and more cost-effective treatment of urban wastewater, which included amongst other things new standards on micropollutants and new monitoring requirements for microplastics.

In January of 2024, there was a provisional agreement that revised the October 2022 proposed directives.

If the revised directive is adopted by the European Parliament and the Council, it will become enforceable on European Union Member States.

Based on the existing and potential regulations, we believe the international market for activated carbon products may expand in the coming years.

In October 2022, the European Commission proposed new directives for better and more cost-effective treatment of urban wastewater, which included among other things new standards on micropollutants and new monitoring requirements for microplastics.

In January 2024, there was a provisional agreement that revised the October 2022 proposed directives.

The revised directive was adopted by the European Parliament and the Council on November 5, 2024, and is enforceable on European Union Member States, subject to the revised directive’s implementation period, which requires European Union Member State compliance by mid-2027.

Mining Environmental and Reclamation Matters

9 unchanged sentences

Although surety bonds are usually non-cancelable during their term, many of these bonds are renewable on an annual basis and collateral requirements may change.

As of December 31, 2023, we posted a surety bonds of approximately $7.5 million and $3.0 million for reclamation of the Five Forks Mine and the Corbin Facility, respectively.

As of December 31, 2024, we posted surety bonds of approximately $7.5 million and $3.0 million for reclamation of the Five Forks Mine and the Corbin Facility, respectively.

Our mining operations and properties are subject to regulation by the Federal Mine Safety and Health Administration ("MSHA") under the Federal Mine Safety and Health Act of 1977, as amended (the "Mine Act").

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (the "Dodd-Frank Act"), issuers are required to disclose specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities in periodic reports.

MSHA inspects our mines on a regular basis and may issue various citations and orders if it believes a violation has occurred under the Mine Act.

Intellectual Property

2 unchanged sentences

provisional patents or applications that were pending, and 36 international patent applications that were either pending or filed relating to different aspects of our technology.

During the year ended December 31, 2023, we were granted 3 new patents, and obtained an additional 87 patents and patent applications through the Arq Acquisition.

Within the Legacy Arq patent portfolio, there are 7 granted U.S.

patents, 10 pending U.S.

applications, 19 granted international patents, and 51 pending international patent applications.

During the year ended December 31, 2024, we were granted 3 new patents.

Our existing patents generally have terms of 20 years from the effective date of filing, with our next patents expiring in 2025.

During the year ended December 31, 2024, 19 U.S.

and 6 international patents and applications from our patent portfolio were abandoned, as we determined that they no longer represent future markets or economic opportunities for us.

Further, 22 international patents and applications from the Legacy Arq patent portfolio were abandoned in jurisdictions that were determined to no longer represent future markets or economic opportunities for us.

and 41 international patents and applications from our patent portfolio were abandoned or allowed to expire, as we determined that they no longer represent future markets or economic opportunities for us.

As of December 31, 2024, we owned over 50 trademark registrations and applications globally.

During the year ended December 31, 2023, we obtained an additional 33 trademarks from the Arq Acquisition.

Safety, Health and Environment

Our operations are subject to numerous federal, state, and local laws, regulations, rules and ordinances relating to safety, health, and environmental matters ("SH&E Regulations").

These SH&E Regulations include requirements to maintain and comply with various environmental permits related to the operation of many of our facilities, including mine health and safety laws required for continued operation of the Five Forks Mine.

As of December 31, 2023, we employed 173 personnel, of which 171 were employed full-time.

Human Capital Resources

We believe our success as an organization is enabled by the extensive expertise of our teams.

As of December 31, 2024, we employed 203 people, of which 200 were employed full-time, across our four facilities and strive to maintain a robust company culture.

Through our policies, activities, and core values, we believe that we are driving positive change for our employees and the local communities in which we operate.

Talent Acquisition and Retention

We seek to employ talented and knowledgeable people who share in our passion, vision, and mission to enable a cleaner and safer planet.

We provide opportunities for our people to collaborate with all levels of the business, including senior management, and make meaningful contributions to our direction and success.

We also invest in the growth of our employees to ensure ambition is recognized and people can reach their potential.

We have a strong commitment to pay for performance at all levels.

We offer competitive compensation to attract and retain the best people.

We offer a comprehensive benefits package for all eligible employees, including medical insurance, dental insurance, vision insurance, 401(k), paid time off, and paid maternity and paternity leave.

Learning, Development and Employee Engagement

We offer a range of skills-based and compliance training programs, including environmental courses on topics including hazardous waste, water treatment, and environmental awareness, and a large number of safety courses.

These programs are owned and organized by each department and are focused on the development requirements of the specific roles held by our employees.

In addition, we provide regular performance and development meetings to encourage employees and managers to frequently discuss growth opportunities and provide a forum for honest feedback on performance and concerns.

Employee Health and Safety

We continuously work to be the "safest activated carbon manufacturer," recognizing it as a critical factor in our ongoing success.

Our Environmental Health and Safety ("EHS") Team manages our safety programs, policies, systems, and the emergency action plans in place for each of our facilities.

Our approach is underpinned by compliance with the regulations of OSHA and MSHA at the applicable facilities.

We have an established health and safety management system that is modeled after OHSAS 18001.

This approach includes a program of health and safety training, which is mandatory for all employees alongside additional job and location-specific training for relevant employees, including, when applicable, annual MSHA training approved by the MSHA Secretary to meet MSHA’s mandatory requirements and functions.

These trainings and programs empower our employees to be collectively responsible for everyone’s safety.

Recent Developments

Revolving Credit Facility

On December 27, 2024 (the "Closing Date"), we and certain of our subsidiaries entered into a Credit, Security and Guaranty Agreement (the "Revolving Credit Agreement") with MidCap Funding IV Trust, in its capacity as agent, the lenders from time to time party thereto, and any entities that become party thereto as Guarantors.

The Revolving Credit Agreement provides for a secured revolving credit facility (the "Revolving Credit Facility") under which we may borrow up to $30,000,000 at any one time, the availability of which is determined based on a borrowing base equal to percentages of certain eligible accounts receivable and inventory carrying balances, less applicable reserves established under the Revolving Credit Agreement, in accordance with a formula set forth in the Revolving Credit Agreement.

The Revolving Credit Facility has a maturity date of December 27, 2029.

Borrowings under the Revolving Credit Agreement bear interest at the Standard Overnight Financing Rate ("SOFR") plus an applicable margin of 4.50% per annum, subject to a SOFR floor of 2.50% per annum.

September 2024 Equity Offering

On September 20, 2024, we entered into an underwriting agreement (the "Underwriting Agreement") with Canaccord Genuity LLC, as the representative of the underwriters named therein (the "Underwriters"), relating to the issuance and sale (the "Offering") of 4,770,000 shares (the "Firm Shares") of the Company's common stock, par value $0.001 per share, at a price to the public of $5.25 per share.

Under the terms of the Underwriting Agreement, the Underwriters agreed to purchase the Firm Shares from the Company at a price of $4.935 per share.

We also granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase up to an additional 715,500 shares of common stock, on the same terms and conditions (the "Option Shares," and, together with the Firm Shares, the "Offered Shares"), which was subsequently exercised by the Underwriters.

Net proceeds from the Offering were approximately $26.7 million, after deducting underwriting discounts and commissions and estimated offering expenses.

The Firm Shares and Option Shares were offered and sold pursuant to a prospectus supplement dated September 20, 2024 and an accompanying base prospectus that form a part of our registration statement on Form S-3 (File No.

333-281762) filed with the SEC on August 23, 2024, which became effective on September 4, 2024.

May 2024 Private Placement

On May 15, 2024, we entered into a securities purchase agreement with certain accredited investors for the private placement of an aggregate of 2,142,858 shares of common stock, at a purchase price of $7.00 per share (the "Private Placement").

The aggregate gross proceeds for the Private Placement were approximately $15 million, before deducting offering expenses, and the Private Placement closed on May 16, 2024.

The Private Placement was exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") pursuant to the exemption for transactions by an issuer not involving

any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws.

Arq Acquisition

On February 1, 2023 (the "Acquisition Date"), we entered into a Securities Purchase Agreement (the "Purchase Agreement") with Arq Limited ("Arq Ltd."), a company incorporated under the laws of Jersey, pursuant to which we acquired all of the direct and indirect equity interests of Arq Ltd.'s subsidiaries (the "Arq Acquisition," and hereafter referred to as "Legacy Arq") in exchange for consideration (the "Purchase Consideration") totaling $31.2 million and consisting of (i) 3,814,864 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), valued at $12.4 million and (ii) 5,294,462 shares of the Company's Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), valued at

$18.8 million.

On February 1, 2023 (the "Acquisition Date"), we entered into a Securities Purchase Agreement (the "Purchase Agreement") with Arq Ltd., pursuant to which we acquired all of the direct and indirect equity interests, assets and liabilities of Legacy Arq in exchange for consideration (the "Purchase Consideration") totaling $31.2 million and consisting of (i) 3,814,864 shares of our common stock, valued at $12.4 million and (ii) 5,294,462 shares of our Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), valued at $18.8 million.

On June 13, 2023, our stockholders approved the conversion of all of the outstanding shares of the Series A Preferred Stock and the corresponding issuance of 5,362,926 shares of common stock.

On February 1, 2023, and pursuant to the Arq Acquisition, we entered into subscription agreements with certain persons (the "Subscribers"), which included existing shareholders of Arq Ltd., three of which were appointed to our board of directors, pursuant to which the Subscribers subscribed for and purchased 3,842,315 shares of Common Stock for an aggregate purchase price of approximately $15.4 million and at a price per share of $4.00 (the "PIPE Investment").

The securities issued to the Subscribers under the Subscription Agreements were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), Rule 506 of Regulation D, which is promulgated thereunder, and Regulations S of the Securities Act.

PIPE Investment and Loan Agreement

On February 1, 2023, and in connection with the Arq Acquisition, we entered into subscription agreements with certain persons (the "Subscribers"), which included existing shareholders of Arq Ltd., three of which were appointed to our board of directors (the "Board"), pursuant to which the Subscribers subscribed for and purchased 3,842,315 shares of common stock for an aggregate purchase price of approximately $15.4 million and at a price per share of $4.00 (the "PIPE Investment").

The securities issued to the Subscribers under the Subscription Agreements were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D, which is promulgated thereunder, and Regulations S of the Securities Act.

The Company and its affiliates relied on this exemption from registration based in part on representations made by each of the Subscribers under the Subscription Agreements.

3 unchanged sentences

The registration was declared effective by the SEC on January 31, 2024.

Loan Agreement

On February 1, 2023, and pursuant to the Arq Acquisition, we, as borrower, certain of subsidiaries, as guarantors, and CF Global Credit, as administrative agent and lender, entered into a $10.0 million term loan (the "CFG Loan") upon execution of a Term Loan and Security Agreement (the "Loan Agreement").

The CFG Loan has a term of 48 months and bears interest at a rate equal to either (a) Adjusted Term SOFR (subject to a 1.00% floor and a 2.00% cap) plus a margin of 9.00% paid in cash and 5.00% paid in kind or (b) Base Rate plus a margin of 8.00% paid in cash and 5.00% paid in kind, which interest on the CFG Loan in each case shall be payable (or capitalized, in the case of in kind interest) quarterly in arrears.

Also on February 1, 2023, and in connection with the Arq Acquisition, we, as borrower, certain of our subsidiaries, as guarantors, and CF Global Credit, as administrative agent and lender, entered into a $10.0 million term loan (the "CFG Loan") upon execution of a Term Loan and Security Agreement (the "Loan Agreement").

The CFG Loan had a term of 48 months and bore interest at a rate equal to either (a) Adjusted Term SOFR (subject to a 1.00% floor and a 2.00% cap) plus a margin of 9.00% paid in cash and 5.00% paid in kind or (b) Base Rate plus a margin of 8.00% paid in cash and 5.00% paid in kind, which interest on the CFG Loan in each case was payable (or capitalized, in the case of in kind interest) quarterly in arrears.

On December 27, 2024, in connection with the Closing of the Revolving Credit Facility described above, we repaid in full all amounts outstanding and due under the CFG Loan and terminated the Loan Agreement.

In addition, in connection with the Loan Agreement and as consideration for the CFG Loan, we issued to CF Global a warrant (the "Warrant") to purchase 325,457 shares of common stock.

The Warrant has an exercise price of $0.01 per share, subject to adjustment as set forth in the Warrant, is exercisable immediately, contains a cashless exercise provision and expires on February 1, 2030.

The Warrant had an exercise price of $0.01 per share, subject to adjustment as set forth in the Warrant, was exercisable immediately, contained a cashless exercise provision and was set to expire on February 1, 2030.

On March 29, 2024, the Warrant was exercised in full.

Available Information

Our periodic and current reports are filed with the SEC pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and are available free of charge within 24 hours after they are filed with, or furnished to, the SEC at the Company’s website at www.arq.com.

The filings are also available through the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C.

20549 or by calling 1-800-SEC-0330.

Alternatively, these reports can be accessed at the SEC’s website at www.sec.gov.

The information contained on our website shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act.

The information contained on our website shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act.

Forward-Looking Statements Found in this Report

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that involve risks and uncertainties.

In particular statements about our beliefs, plans, objectives, expectations, assumptions, future events or future performance contained in this report, including certain statements found in this Part I and under the heading in Part II, Item 7 below, are forward-looking statements.

under the heading in Part II, Item 7 below, are forward-looking statements.

In some cases, forward-looking statements can be identified by words or phrases such as "anticipates," "believes," "expects," "intends," "plans," "estimates,", "may," "predicts," the negative expressions of such words, or similar expressions, and such forward-looking statements include, but are not limited to, statements or expectations regarding:

(a) the anticipated effects from an increase in pricing of our AC products;

(b) the anticipated effects from an increase in costs of our AC products and related cost increases in supply and logistics;

(d) increasing competition in the AC market;

(e) the ability to successfully integrate Legacy Arq's business;

(f) the ability to develop and utilize Legacy Arq’s products and technology;

(g) the ability to make Legacy Arq's products commercially viable;

(h) the expected future demand of Legacy Arq's products;

(i) future level of research and development activities;

(j) future plant capacity expansions and site development projects, including the GAC Facility;

(k) the effectiveness of our technologies and the benefits they provide;

(l) probability of any loss occurring with respect to certain guarantees made by Tinuum Group;

(m) the timing of awards of, and work and related testing under, our contracts and agreements and their value;

(n) the timing and amounts of or changes in future revenue, backlog, funding for our business and projects, margins, expenses, earnings, tax rates, cash flows, royalty payment obligations, working capital, liquidity and other financial and accounting measures;

(o) the amount of future capital expenditures needed to fund our business plan;

(a) the anticipating timing of the completion of commissioning of the GAC Facility, ramp-up to full nameplate capacity at our Red River Plant, and commercial production of our GAC products;

(b) the anticipated effects from fluctuations in the pricing of our AC products;

(d) the seasonal impact on our customers and their demand for our products;

(e) the ability to continue to successfully integrate Legacy Arq's business and recognize the benefits and synergies from the Arq Acquisition;

(f) the ability to continue to develop and utilize Legacy Arq’s products and technology and the anticipated timing for bringing such products to market;

(g) our ability to access new markets for our GAC and other products;

(h) any future plant capacity expansions or site development projects and our ability to finance any such projects;

(i) the effectiveness of our technologies and the benefits they provide;

(j) the timing of awards of, and work and related testing under, our contracts and agreements and their value;

(k) probability of any loss occurring with respect to certain guarantees made by Tinuum Group;

(l) the timing and amounts of or changes in future revenue, funding for our business and projects, margins, expenses, earnings, tax rates, cash flows, royalty payment obligations, working capital, liquidity and other financial and accounting measures;

(m) the performance of obligations secured by our surety bonds;

(n) the amount and timing of future capital expenditures needed to fund our business plan;

(o) the impact of capital expenditure overruns on our business;

(p) awards of patents designed to protect our proprietary technologies both in the U.S.

and other countries;

(q) the adoption and scope of regulations to control certain chemicals in drinking water and other environmental concerns;

(q) the adoption and scope of regulations to control certain chemicals in drinking water and other environmental concerns and the impact of such regulations on our customers' and our businesses, including any increase or decrease in sales of our AC products resulting from such regulations;

(r) the impact of adverse global macroeconomic conditions, including rising interest rates, recession fears and inflationary pressures, and geopolitical events or conflicts;

(s) opportunities to effectively provide solutions to U.S.

coal-related businesses to comply with regulations, improve efficiency, lower costs and maintain reliability;

(s) opportunities to effectively provide solutions to our current and future customers to comply with regulations, improve efficiency, lower costs and maintain reliability;

(t) the impact of prices of competing power generation sources such as natural gas and renewable energy on demand for our products.

(u) bank failures or other events affecting financial institutions.

Our expectations are based on certain assumptions, including without limitation, that:

1 unchanged sentence

(b) we will continue as a key supplier of consumables to the coal-fired power generation industry as it seeks to implement reduction of mercury emissions;

(c) we will be able to obtain adequate capital and personnel resources to meet our operating needs and to fund anticipated growth and our indemnity obligations;

(d) significant customers will continue to purchase consumables from us;

(e) we will be able to establish and retain key business relationships with current and other companies;

(f) orders we anticipate receiving will be received;

(g) we will be able to formulate new consumables that will be useful to, and accepted by, the markets;

(h) we will be able to effectively compete against others;

(i) we will be able to meet any technical requirements of projects we undertake;

(j) existing environmental regulations such as MATS stay in place.

(c) we will successfully complete commissioning of our GAC Facility and our GAC products will be accepted by the APT market;

(d) we will be able to obtain adequate capital and personnel resources to meet our operating needs and to fund anticipated growth and our indemnity obligations;

(e) significant customers will continue to purchase consumables from us;

(f) we will be able to establish and retain key business relationships with current and other companies;

(g) orders we anticipate receiving will be received;

(h) we will be able to formulate new consumables that will be useful to, and accepted by, the markets;

(i) we will be able to effectively compete against others;

(j) we will be able to meet any technical requirements of projects we undertake;

(k) existing environmental regulations stay in place and are adequately enforced.

The forward-looking statements included in this Report involve risks and uncertainties.

Actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors including, but not limited to, timing of new and pending regulations and any legal challenges to or extensions of compliance dates of them;

government’s failure to promulgate regulations that benefit our business;

Actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors including, but not limited to, the timing and scope of new and pending regulations and any legal challenges to or extensions of compliance dates of them;

government’s failure to promulgate new regulations or enforce existing regulations that benefit our business;

changes in laws and regulations, accounting rules, prices, economic conditions and market demand;

impact of competition;

availability, cost of and demand for alternative energy

sources and other technologies;

availability, cost of and demand for alternative energy sources and other technologies and their impact on coal-fired power generation in the U.S.;

technical, start up and operational difficulties;

competition within the industries in which the Company operates;

our inability to commercialize our APT products on favorable terms;

our inability to effectively and efficiently commercialize new products;

changes in construction costs or availability of construction materials;

our inability to effectively manage construction and startup of the Red River GAC Facility or Corbin Facility;

our inability to obtain required financing or financing on terms that are favorable to us;

risks associated with our debt financing;

our inability to effectively and efficiently commercialize new products, including our GAC products;

our inability to effectively manage commissioning and startup of the GAC Facility at our Red River Plant;

disruptions at any of our facilities, including by natural disasters or extreme weather;

risks related to our information technology systems, including the risk of cyberattacks on our networks;

failure to protect our intellectual property from infringement or claims that we have infringed on the intellectual property of others;

our inability to obtain future financing or financing on terms that are favorable to us;

our inability to ramp up our operations to effectively address recent and expected growth in our business;

loss of key personnel;

ongoing effects of the inflation and macroeconomic uncertainty, including from the ongoing pandemic and armed conflicts around the world, and such uncertainty's effect on market demand and input costs;

ongoing effects of the inflation and macroeconomic uncertainty, including from the new U.S.

presidential administration, increased domestic and international tariffs, lingering effects of the pandemic and armed conflicts around the world, and such uncertainty's effect on market demand and input costs;

availability of materials and equipment for our business;

1 unchanged sentence

pending litigation;

as well as other factors relating to our business strategy, goals and expectations concerning the Arq Acquisition (including future operations, future performance or results);

our ability to maintain relationships with customers, suppliers and others with whom it does business and meet supply requirements, or its results of operations and business generally;

factors relating to our business strategy, goals and expectations concerning the Arq Acquisition;

our ability to maintain relationships with customers, suppliers and others with whom the Company does business and meet supply requirements;

our results of operations and business generally;

risks related to diverting management's attention from our ongoing business operations;

the ability to meet Nasdaq's listing standards following the consummation of the Transaction;

costs related to the Arq Acquisition;

opportunities for additional sales of our activated carbon products and end-market diversification;

the timing and scope of new and pending regulations and any legal challenges to or extensions of compliance dates of them;

our ability to meet customer supply requirements;

the rate of coal-fired power generation in the U.S., the timing and cost of capital expenditures and the resultant impact to our liquidity and cash flows as described in our filings with the SEC, with particular emphasis on the risk factor disclosures contained in those filings.

costs related to the ongoing manufacturing of our products, including our GAC products;

opportunities for additional sales of our AC products and end-market diversification;

the rate of coal-fired power generation in the U.S.;

the timing and cost of any future capital expenditures and the resultant impact to our liquidity and cash flows;

and the other risk factors described in our filings with the SEC, including those described in Item 1A.

Risk Factors of this Report.

You are cautioned not to place undue reliance on the forward-looking statements made in this Report and to consult filings we have made and will make with the SEC for additional discussion concerning risks and uncertainties that may apply to our business and the ownership of our securities.

The forward-looking statements contained in this Report are presented as of the date hereof, and we disclaim any duty to update such statements unless required by law to do so.

The forward-looking statements contained in this Report are presented as of the date hereof, and we disclaim any duty to update such statements unless required by law.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business