Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a‑15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we have evaluated, under the supervision of and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act) as of the end of the period covered by this annual report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Based upon this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that:
1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors; and
3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision of, and with the participation of our management, including the principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control-Integrated Framework in 2013, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Our independent registered public accounting firm, Baker Tilly US, LLP, has issued an attestation report on our internal control over financial reporting as of December 31, 2025.
Changes in Internal Control Over Financial Reporting
During the three months ended December 31, 2025 there were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors
Arq, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Arq, Inc. (and subsidiaries)’s (the “Company”) internal control over financial reporting as of December 31, 2025 , based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of Arq, Inc. (and subsidiaries) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated March 9, 2026, expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting included in Item 9A. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Baker Tilly US, LLP
Denver, Colorado
March 9, 2026
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Item 9B. Other Information
Rule 10b5-1 and non-Rule 10b5-1 Trading Arrangements
During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
Second Loan Modification Agreement
On March 5, 2026, certain subsidiaries of the Company, including Corbin Project LLC, Arq Projects Holding Company LLC, Arq Corbin LLC and Arq Corbin Land LLC, each a Delaware limited liability company (collectively, “Borrowers”) and Community Trust Bank, Inc., a Kentucky corporation (“CTB”) entered into the second loan modification agreement (the "Second Loan Modification Agreement") to the Loan Agreement (USDA Guaranteed Loan) by and among CTB and the Borrowers dated January 27, 2021, as amended by that certain letter agreement dated January 21, 2022, that certain Loan Modification Agreement dated June 2, 2023 and as otherwise amended, modified and/or extended by the parties from time to time (collectively, the "Loan Agreement").
Pursuant to the terms of the Second Loan Modification Agreement, CTB agreed to (a) waive the Borrowers' obligation to satisfy certain financial covenants for the fiscal year ended December 31, 2025, and (b) suspend financial covenant testing for the fiscal year ending December 31, 2026.
As a condition to CTB's entry into the Second Loan Modification Agreement, the Borrowers agreed to deposit an additional $752,500 into the Interest Reserve Account, as defined in and established by the Loan Agreement. The Borrowers may withdraw from the Interest Reserve Account down to the Required Minimum Balance, as defined in the Second Loan Modification Agreement.
The foregoing description of the Second Loan Modification Agreement is only a summary of its material terms and does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Loan Modification Agreement, which is filed as Exhibit 10.24 to this Annual Report on Form 10-K and incorporated herein by reference.
Departure of Chief Operating Officer and Chief Financial Officer
On March 4, 2026, the Company eliminated the role of Chief Operating Officer. Jeremy “Deke” Williamson will cease serving in that role, effective immediately. Mr. Williamson will remain employed by the Company until April 18, 2026, after which his employment will terminate.
Additionally, Jay Voncannon, Chief Financial Officer and principal financial officer of the Company, will cease serving in these roles, effective immediately. Mr. Voncannon will remain employed by the Company until April 18, 2026, after which date his employment will terminate.
The Company expects to enter into a separation agreement and release of claims with each of Messrs. Voncannon and Williamson, the terms of which will be disclosed once available.
Appointment of Principal Financial Officer
On March 4, 2026, the Board designated Stacia Hansen, the Company’s Chief Accounting Officer, Treasurer and principal accounting officer, as the Company’s principal financial officer, effective immediately.
The remaining information called for by Item 5.02(c) of Form 8-K has been previously reported and can be found in the Company’s definitive proxy statement and Current Report on Form 8-K, each filed with the Securities and Exchange Commission on April 21, 2025 and November 8, 2023, respectively, which information is incorporated by reference herein.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
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PART III
Item 10. Directors, Executive Officers, and Corporate Governance
The information required by this Item is incorporated by reference to our definitive proxy statement for the Annual Meeting of Stockholders to be filed within 120 days from December 31, 2025 under the headings "Corporate Governance", "Executive Compensation", "Delinquent Section 16(a) Reports", "Company Policies Relating to Executive Compensation- Insider Trading Policy " and "Information about our Executive Officers".
Item 11. Executive Compensation
The information required by this Item is incorporated by reference to our definitive proxy statement for the Annual Meeting of Stockholders to be filed within 120 days from December 31, 2025 under the headings "Executive Compensation" and "Director Compensation".
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item concerning security ownership of certain beneficial owners and management is incorporated by reference to our definitive proxy statement for the Annual Meeting of Stockholders to be filed within 120 days from December 31, 2025 under the heading "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters", with the exception of the following information.
Securities Authorized for Issuance under Equity Compensation Plans
We have plans under which equity awards are authorized for grant or issuance as compensation to eligible employees, consultants, and members of the Board. Our stockholders have approved these plans. See Note 11 - "Stock-Based Compensation" included in Item 8 of this Report for further information about the material terms of our equity compensation plans. The following table is a summary of the shares of our common stock authorized for issuance under the equity compensation plans as of December 31, 2025:
Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders (1)
411,293 (2)
$ — 1,037,061
Equity compensation plans not approved by security holders 1,400,000 $ 3.00 (3)
—
Total 1,811,293 1,037,061
(1) Includes securities registered for issuance under the 2022 Omnibus Incentive Plan and 2024 Omnibus Incentive Plan.
(2) Represent shares subject to unvested performance share units.
(3) The restricted shares and RSUs were granted at full value, and therefore, have a weighted-average exercise price of $0. Excluding RSUs from this calculation, the weighted-average exercise price of outstanding non-qualified stock options was $3.00 at December 31, 2025.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this Item is incorporated by reference to our definitive proxy statement for the Annual Meeting of Stockholders to be filed within 120 days from December 31, 2025 under the heading "Related Person Transactions" and "Corporate Governance - Director Independence".
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Item 14. Principal Accountant Fees and Services
The information required by this Item is incorporated by reference to our definitive proxy statement for the Annual Meeting of Stockholders to be filed within 120 days from December 31, 2025 under the headings "Independent Registered Public Accounting Firm" and "Audit Committee Approval of Services".
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following consolidated financial statements of Arq, Inc. are filed as part of this Report under Item 8:
(1) Financial Statements – see Index to Consolidated Financial Statements in Item 8;
(2) Financial Statement Schedules – All schedules are omitted because the required information is not applicable or is not present in amounts sufficient to require submission of the schedule or because the information required is included in the Consolidated Financial Statements and Notes thereto; and
(3) Exhibits – Those exhibits required by Item 601 of Regulation S-K and by paragraph (b) below.
(b) The following exhibits are filed as part of this Report or, where indicated, were heretofore filed and are hereby incorporated by reference:
Exhibit No. Description Form File No. Incorporated by Reference
Exhibit Filing Date
3.1 Second Amended and Restated Certificate of Incorporation of Advanced Emissions Solutions, Inc.
10-Q 000-54992 3.1 August 9, 2013
3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective February 1, 2024
8-K 001-37822 3.1 January 31, 2024
3.3 Certificate of Designation, Preferences, and Rights of Series B Junior Participating Preferred Stock of Advanced Emissions Solutions, Inc
8-K 001-37822 3.1 May 8, 2017
3.4 Certificate of Designations of Series A Preferred Stock
8-K 001-37822 3.1 February 1, 2023
3.5 Amended and Restated Bylaws of Arq, Inc., as amended
10-Q
001-37822 3.1 May 8, 2024
4.1 Form of Specimen Common Stock Certificate
10-Q 000-54992 4.1 August 9, 2013
4.2 Tax Asset Protection Plan dated as of May 5, 2017, by and between the Company and Computershare Trust Company, N.A., as rights agent, which includes as Exhibit B the Form of Rights Certificate
8-K 001-37822 4.1 May 8, 2017
4.3 First Amendment to Tax Asset Protection Plan dated as of April 6, 2018, by and between the Company and Computershare Trust Company, N.A., as rights agent
8-K 001-37822 4.2 April 11, 2018
4.4 Second Amendment to Tax Asset Protection Plan dated as of April 5, 2019, by and between the Company and Computershare Trust Company, N.A., as rights agent
8-K 001-37822 4.3 April 11, 2019
4.5 Third Amendment to Tax Asset Protection Plan dated as of April 8, 2020, by and between the Company and Computershare Trust Company, N.A., as rights agent
8-K 001-37822 4.4 April 9, 2020
4.6 Fourth Amendment to Tax Asset Protection Plan dated as of April 9, 2021, by and between the Company and Computershare Trust Company, N.A., as rights agent
8-K 001-37822 4.5 April 13, 2021
4.7 Fifth Amendment to Tax Asset Protection Plan dated as of March 15, 2022, by and between the Company and Computershare Trust Company, N.A., as rights agent
8-K 001-37822 4.6 March 16, 2022
4.8 Sixth Amendment to Tax Asset Protection Plan dated as of April 13, 2023, by and between the Company and Computershare Trust Company, N.A., as rights agent.
8-K 001-37822 4.7 April 14, 2023
4.9 Seventh Amendment to Tax Asset Protection Plan dated as of April 15, 2024, by and between the Company and Computershare Trust Company, N.A. as rights agent
8-K 001-37822 4.1 April 16, 2024
4.10 Eighth Amendment to Tax Asset Protection Plan dated as of April 8, 2025, by and between the Company and Computershare Trust Company, N.A. as rights agent
8-K 001-37822 4.1 April 11, 2025
4.11 Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
10-K
001-37822 4.10
March 12, 2024
10.1 Advanced Emissions Solutions, Inc. 2022 Omnibus Incentive Plan **
8-K 001-37822 10.1 May 17, 2022
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Exhibit No. Description Form File No. Incorporated by Reference
Exhibit Filing Date
10.2 Form of Restricted Stock Award Agreement under the 2022 Omnibus Incentive Plan **
10-K
001-37822
10.3 March 12, 2024
10.3 Form of Performance Stock Unit Agreement under the 2022 Omnibus Incentive Plan **
10-K
001-37822
10.4 March 12, 2024
10.4 Arq, Inc. 2024 Omnibus Incentive Plan
8-K
001-37822 10.1 June 13, 2024
10.5 Second Amended and Restated Operating Agreement of Clean Coal Solutions, LLC dated May 27, 2011, by and among Clean Coal Solutions, LLC, ADA-ES, Inc., GSFS Investments I Corp. and NexGen Refined Coal, LLC ***
10-Q/A 000-50216 10.33 September 28, 2011
10.6 The First Amendment to the Second Amended and Restated Operating Agreement of Clean Coal Solutions, LLC, by and among Clean Coal Solutions, LLC, ADA-ES, Inc., GSFS Investments I Corp. and NexGen Refined Coal, LLC dated September 9, 2011
10-Q 000-50216 10.89 November 14, 2011
10.7 Second Amendment to the Second Amended and Restated Operating Agreement of Clean Coal Solutions, LLC by and among ADA-ES, Inc., NexGen Refined Coal, LLC and GSFS Investments I Corp. dated July 31, 2012
10-Q 000-50216 10.59 November 9, 2012
10.8 Contribution Agreement dated May 27, 2011 between ADA-ES, Inc. and NexGen Refined Coal, LLC
10-Q 000-50216 10.87 August 12, 2011
10.9 Amended and Restated Limited Liability Company Operating Agreement of Clea n Coal Solutions Service s , LLC, by and between ADA-ES, Inc. and NexGen Refined Coal, LLC dated November 20, 2013
10-K 000-54992 10.38 February 29, 2016
10.10 Amended and Restated License Agreement between ADA-ES, Inc. and Clean Coal Solutions, LLC dated October 30, 2009
10-Q 000-50216 10.77 August 16, 2010
10.11 First Amendment to the Amended and Restated License Agreement between ADA-ES, Inc. and Clean Coal Solutions, LLC dated as of August 4, 2010
10-K 000-50216 10.81 March 28, 2011
10.12 Second Amendment to Amended and Restated License Agreement by and between ADA-ES, Inc. and Clean Coal Solutions, LLC dated as of July 23, 2013 ***
10-Q 000-54992 10.63 November 12, 2013
10.13 Technology Sublicense Agreement between ADA-ES, Inc., Clean Coal Solutions, LLC, and GS RC Investments LLC dated June 29, 2010
10-Q 000-50216 10.74 August 16, 2010
10.14 Amendment to Technology Sublicense Agreement between ADA-ES, Inc., GS RC Investments, LLC, and Clean Coal Solutions, LLC dated November 21, 2011 ***
10-K 000-54992 10.44 February 29, 2016
10.15 Amendment #2 to Technology Sublicense Agreement between ADE-ES, Inc, GS RC Investments, LLC, and Clean Coal Solutions, LLC dated December 15, 2011
10-K 000-50216 10.49 March 15, 2012
10.16 M-45 Technology License Agreement between ADA-ES, Inc. and Clean Coal Solutions, LLC dated July 27, 2012 ***
10-Q 000-50216 10.58 November 9, 2012
10.17 Lignite Mining Agreement between Demery Resources Company, L.L.C. and Five Forks Mining, LLC dated as of June 29, 2009 ***
10-K 001-37822 10.43 March 18, 2019
10.18 First Amendment to Lignite Mining Agreement between Demery Resources Company, L.L.C. and Five Forks Mining, LLC, dated as of March 22, 2017 ***
10-K 001-37822 10.44 March 18, 2019
10.19 Third Amendment to the Second Amended and Restated Operating Agreement of Tinuum Group, LLC. dated September 4, 2019 ***
10-Q 001-37822 10.1 November 12, 2019
10.20 Master Agreement for Supply of Furnace Products between ADA Carbon Solutions, LLC and Cabot Norit Americas, Inc. ***, †
8-K 001-37822 10.1 September 30, 2020
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Exhibit No. Description Form File No. Incorporated by Reference
Exhibit Filing Date
10.21 Amendment to Master Agreement for Supply of Furnace Products, by and between Arq Solutions (Red River), LLC and Norit Americas, Inc., dated as of February 8, 2024 ***, †
8-K 001-37822 10.1 February 13, 2024
10.22 Loan Agreement among Community Trust Bank, Inc.; Corbin Project LLC, Arq Projects Holding Company LLC, Arq St. Rose LLC, Arq Corbin LLC and Arq Corbin Land LLC, dated January 27, 2021 †
10-K 001-37822 10.35 March 8, 2023
10.23 Loan Modification Agreement, among Community Trust Bank, Inc.; Corbin Project LLC, Arq Projects Holding Company LLC, Arq St. Rose LLC, Arq Corbin LLC and Arq Corbin Land LLC, dated as of June 2, 2023
8-K 001-37822 10.1 June 6, 2023
10.24 Second Loan Modification Agreement, dated as of March 5, 2026, by and among Community Trust Bank, Inc., Corbin Project LLC, Arq Projects Holding Company LLC, Arq Corbin LLC and Arq Corbin Land LLC.* †
10.25 Credit, Security and Guaranty Agreement, dated as of December 27, 2024, by and among Arq, Inc., certain subsidiaries of Arq, Inc., MidCap Funding IV Trust as agent, and the lenders from time to time party thereto.†
8-K 001-37822 10.1 January 2, 2025
10.26 Amendment No. 1, dated May 6, 2025, to Credit, Security and Guaranty Agreement, dated as of December 27, 2024, by and among Arq, Inc., certain subsidiaries of Arq, Inc., MidCap Funding IV Trust as agent, and the lenders from time to time party thereto.***
10-Q 001-37822 10.2 May 7, 2025
10.27 Amendment No. 2, dated December 9, 2025, to Credit, Security and Guaranty Agreement, dated as of December 27, 2024, by and among Arq, Inc., certain subsidiaries of Arq, Inc., MidCap Funding IV Trust as agent, and the lenders from time to time party thereto.***
8-K 001-37822 10.1 December 11, 2025
10.28 Amendment No. 3, dated January 28, 2026, to Credit, Security and Guaranty Agreement, dated as of December 27, 2024, by and among Arq, Inc., certain subsidiaries of Arq, Inc., MidCap Funding IV Trust as agent, and the lenders from time to time party thereto.
8-K 001-37822 10.1 January 29, 2026
10.29 Amendment No. 4, dated February 27, 2026, to Credit, Security and Guaranty Agreement, dated as of December 27, 2024, by and among Arq, Inc., certain subsidiaries of Arq, Inc., MidCap Funding IV Trust as agent, and the lenders from time to time party thereto.
8-K 001-37822 10.1 March 3, 2026
10.30 Employment Agreement by and between Robert E. Rasmus and Advanced Emissions Solutions, Inc., dated July 17, 2023
8-K 001-37822 10.2 July 17, 2023
10.31 Employment Agreement by and between Jeremy D. Williamson and Advanced Emissions Solutions, Inc., dated September 18, 2023
8-K 001-37822 10.1 September 18, 2023
10.32 Employment Agreement by and between Stacia Hansen and Advanced Emissions Solutions, Inc., dated November 6, 2023
8-K 001-37822 10.1 November 8, 2023
10.33 Employment Agreement by and between Clay Smith and Advanced Emissions Solutions, Inc., dated April 26, 2024.**,***
10-K 001-37822 10.33 March 5, 2025
10.34 Employment Agreement by and between Jay Voncannon and Arq, Inc., dated effective April 2, 2025.**, ***
8-K 001-37822 10.1 April 2, 2025
16.1 Letter of Moss Adams LLP to the Securities and Exchange Commission, dated June 9, 2025.
8-K 001-37822 16.1 June 9, 2025
19 Arq , Inc. Insider Trading Policy
10-K 001-37822 19 March 5, 2025
21.1 Subsidiaries of Arq, Inc.
10-K 001-37822 21.1 March 5, 2025
23.1 Consent of Baker Tilly US, LLP *
31.1 Certification of Principal Executive Officer of Arq, Inc. Pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a) *
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Exhibit No. Description Form File No. Incorporated by Reference
Exhibit Filing Date
31.2 Certification of Principal Financial Officer of Arq, Inc. Pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a) *
32.1 Certification of Principal Executive Officer and Principal Financial Officer of Arq, Inc. Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
95 Mine Safety Disclosure Exhibit *
97 C lawback Policy
10-K
001-37822 97 March 12, 2024
101 The following financial statements, formatted in Inline XBRL: (i) Consolidated Balance Sheets as of December 31, 2025 and 2024, (ii) Consolidated Statements of Operations for the Years ended December 31, 2025 and 2024, (iii) Consolidated Statements of Changes in Stockholders’ Equity for the Years ended December 31, 2025 and 2024, (iv) Consolidated Statements of Cash Flows for the Years ended December 31, 2025 and 2024; and (v) Notes to the Consolidated Financial Statements. *
104 The cover page from Arq, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (included as Exhibit 101)*
Notes:
* – Filed or furnished herewith.
** – Management contract or compensatory plan or arrangement.
*** – Portions of this exhibit have been omitted pursuant to Item 601(b)(10) as information that the Company customarily and actually treats that information as private or confidential and is not material.
† – Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC.
Filings for the Company were made under the name ADA-ES, Inc. (File No. 000-50216) prior to July 1, 2013, the effective date of our reorganization, and under the name Advanced Emissions Solutions, Inc. (File No. 000-54992) starting on July 1, 2013. Filings for the Company were made under the name Advanced Emissions Solutions, Inc. (File No. 001-37822) starting on July 6, 2016. On February 1, 2024, the Company changed its name to Arq, Inc.
(c) Financial Statement Schedules. Please refer to Item 15(a) above.
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Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Arq, Inc.
(Registrant)
By /s/ Robert Rasmus By /s/ Stacia Hansen
Robert Rasmus Stacia Hansen
Chief Executive Officer (Principal Executive Officer) Chief Accounting Officer (Principal Financial and Accounting Officer)
Date: March 10, 2026 Date: March 10, 2026
Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By /s/ Richard Campbell-Breeden By /s/ Jeremy Blank
Richard Campbell-Breeden, Director Jeremy Blank, Director
Date: March 10, 2026 Date: March 10, 2026
By /s/ Carol Eicher By /s/ Julian McIntyre
Carol Eicher, Director Julian McIntyre, Director
Date: March 10, 2026 Date: March 10, 2026
By /s/ Laurie Bergman By /s/ Robert Rasmus
Laurie Bergman, Director Robert Rasmus, Director
Date: March 10, 2026 Date: March 10, 2026
83