Arq Inc
For the period ended Dec 31, 2024. Filed Mar 5, 2025.
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FY2024 · Filed Mar 5, 2025
ARQ$2.95+3.1%Stored close · as of Nov 10, 2026
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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 | 3.2 | 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 | 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. 2017 Omnibus Incentive Plan** | 8-K | 001-37822 | 10.1 | June 22, 2017 |
| 10.2 | Advanced Emissions Solutions, Inc. 2022 Omnibus Incentive Plan** | 8-K | 001-37822 | 10.1 | May 17, 2022 |
| Exhibit No. | Description | Form | File No. | Incorporated by Reference Exhibit | Filing Date |
|---|---|---|---|---|---|
| 10.3 | Form of Restricted Stock Award Agreement under the 2022 Omnibus Incentive Plan** | 10-K | 001-37822 | 10.1 | March 12, 2024 |
| 10.4 | Form of Performance Stock Unit Agreement under the 2022 Omnibus Incentive Plan** | 10-K | 001-37822 | 10.1 | March 12, 2024 |
| 10.5 | Arq, Inc. 2024 Omnibus Incentive Plan | 8-K | 001-37822 | 10.1 | June 13, 2024 |
| 10.6 | 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 |
| 10.7 | 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 |
| 10.8 | 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 |
| 10.9 | Contribution Agreement dated May 27, 2011 between ADA-ES, Inc. and NexGen Refined Coal, LLC | 10-Q | 000-50216 | 10.87 | August 12, 2011 |
| 10.10 | Amended and Restated Limited Liability Company Operating Agreement by and between ADA-ES, Inc., NexGen Refined Coal, LLC and Clean Coal Solutions Services, LLC dated November 20, 2013 | 10-K | 000-54992 | 10.38 | February 29, 2016 |
| 10.11 | 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 |
| 10.12 | 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 |
| 10.13 | 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 |
| 10.14 | 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 |
| 10.15 | 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 |
| 10.16 | 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 |
| 10.17 | 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 |
| 10.18 | 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 |
| 10.19 | 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 |
| 10.20 | 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 |
| 10.21 | 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 |
| Exhibit No. | Description | Form | File No. | Incorporated by Reference Exhibit | Filing Date |
|---|---|---|---|---|---|
| 10.22 | 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 |
| 10.23 | Securities Purchase Agreement, dated as of February 1, 2023, by and among Advanced Emissions Solutions, Inc. and Arq Limited*** | 8-K | 001-37822 | 2.1 | February 1, 2023 |
| 10.24 | 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 |
| 10.25 | 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 |
| 10.26 | Securities Purchase Agreement dated as of May 15, 2024, by and among the Company and the Purchasers named therein. | 8-K | 001-37822 | 10.1 | May 16, 2024 |
| 10.27 | Registration Rights Agreement dated as of May 15, 2024, by and among the Company and the Purchasers named therein. | 8-K | 001-37822 | 10.2 | May 16, 2024 |
| 10.28 | Underwriting Agreement, dated September 20, 2024, by and between the Company and Canaccord Genuity LLC as representative of the underwriters named therein. | 8-K | 001-37822 | 1.1 | September 20, 2024 |
| 10.29 | 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 |
| 10.30 | 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 | 10.3 | 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.,** | ||||
| 19 | Arq Insider Trading Policy * | ||||
| 21.1 | Subsidiaries of Arq, Inc.* | ||||
| 23.1 | Consent of Moss Adams 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)* | ||||
| 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 | Clawback Policy | 10-K | 001-37822 | 97 | March 12, 2024 |
| Exhibit No. | Description | Form | File No. | Incorporated by Reference Exhibit | Filing Date |
| 101 | The following financial statements, formatted in Inline XBRL: (i) Consolidated Balance Sheets as of December 31, 2024 and 2023, (ii) Consolidated Statements of Operations for the Years ended December 31, 2024 and 2023, (iii) Consolidated Statements of Changes in Stockholders’ Equity for the Years ended December 31, 2024 and 2023, (iv) Consolidated Statements of Cash Flows for the Years ended December 31, 2024 and 2023; 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, 2024, 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.