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Arq, Inc.

For the period ended Dec 31, 2025. Filed Mar 10, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 10, 2026

ARQ$2.95+3.1%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

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.DescriptionFormFile No.Incorporated by Reference ExhibitFiling Date
3.1Second Amended and Restated Certificate of Incorporation of Advanced Emissions Solutions, Inc.10-Q000-549923.1August 9, 2013
3.2Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective February 1, 20248-K001-378223.1January 31, 2024
3.3Certificate of Designation, Preferences, and Rights of Series B Junior Participating Preferred Stock of Advanced Emissions Solutions, Inc8-K001-378223.1May 8, 2017
3.4Certificate of Designations of Series A Preferred Stock8-K001-378223.1February 1, 2023
3.5Amended and Restated Bylaws of Arq, Inc., as amended10-Q001-378223.1May 8, 2024
4.1Form of Specimen Common Stock Certificate10-Q000-549924.1August 9, 2013
4.2Tax 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 Certificate8-K001-378224.1May 8, 2017
4.3First 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 agent8-K001-378224.2April 11, 2018
4.4Second 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 agent8-K001-378224.3April 11, 2019
4.5Third 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 agent8-K001-378224.4April 9, 2020
4.6Fourth 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 agent8-K001-378224.5April 13, 2021
4.7Fifth 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 agent8-K001-378224.6March 16, 2022
4.8Sixth 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-K001-378224.7April 14, 2023
4.9Seventh 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 agent8-K001-378224.1April 16, 2024
4.10Eighth 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 agent8-K001-378224.1April 11, 2025
4.11Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 193410-K001-378224.10March 12, 2024
10.1Advanced Emissions Solutions, Inc. 2022 Omnibus Incentive Plan**8-K001-3782210.1May 17, 2022
Exhibit No.DescriptionFormFile No.Incorporated by Reference ExhibitFiling Date
10.2Form of Restricted Stock Award Agreement under the 2022 Omnibus Incentive Plan**10-K001-3782210.3March 12, 2024
10.3Form of Performance Stock Unit Agreement under the 2022 Omnibus Incentive Plan**10-K001-3782210.4March 12, 2024
10.4Arq, Inc. 2024 Omnibus Incentive Plan8-K001-3782210.1June 13, 2024
10.5Second 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/A000-5021610.33September 28, 2011
10.6The 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, 201110-Q000-5021610.89November 14, 2011
10.7Second 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, 201210-Q000-5021610.59November 9, 2012
10.8Contribution Agreement dated May 27, 2011 between ADA-ES, Inc. and NexGen Refined Coal, LLC10-Q000-5021610.87August 12, 2011
10.9Amended and Restated Limited Liability Company Operating Agreement of Clean Coal Solutions Services, LLC, by and between ADA-ES, Inc. and NexGen Refined Coal, LLC dated November 20, 201310-K000-5499210.38February 29, 2016
10.10Amended and Restated License Agreement between ADA-ES, Inc. and Clean Coal Solutions, LLC dated October 30, 200910-Q000-5021610.77August 16, 2010
10.11First Amendment to the Amended and Restated License Agreement between ADA-ES, Inc. and Clean Coal Solutions, LLC dated as of August 4, 201010-K000-5021610.81March 28, 2011
10.12Second 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-Q000-5499210.63November 12, 2013
10.13Technology Sublicense Agreement between ADA-ES, Inc., Clean Coal Solutions, LLC, and GS RC Investments LLC dated June 29, 201010-Q000-5021610.74August 16, 2010
10.14Amendment to Technology Sublicense Agreement between ADA-ES, Inc., GS RC Investments, LLC, and Clean Coal Solutions, LLC dated November 21, 2011***10-K000-5499210.44February 29, 2016
10.15Amendment #2 to Technology Sublicense Agreement between ADE-ES, Inc, GS RC Investments, LLC, and Clean Coal Solutions, LLC dated December 15, 201110-K000-5021610.49March 15, 2012
10.16M-45 Technology License Agreement between ADA-ES, Inc. and Clean Coal Solutions, LLC dated July 27, 2012***10-Q000-5021610.58November 9, 2012
10.17Lignite Mining Agreement between Demery Resources Company, L.L.C. and Five Forks Mining, LLC dated as of June 29, 2009***10-K001-3782210.43March 18, 2019
10.18First Amendment to Lignite Mining Agreement between Demery Resources Company, L.L.C. and Five Forks Mining, LLC, dated as of March 22, 2017***10-K001-3782210.44March 18, 2019
10.19Third Amendment to the Second Amended and Restated Operating Agreement of Tinuum Group, LLC. dated September 4, 2019***10-Q001-3782210.1November 12, 2019
10.20Master Agreement for Supply of Furnace Products between ADA Carbon Solutions, LLC and Cabot Norit Americas, Inc.***, †8-K001-3782210.1September 30, 2020
Exhibit No.DescriptionFormFile No.Incorporated by Reference ExhibitFiling Date
10.21Amendment 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-K001-3782210.1February 13, 2024
10.22Loan 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-K001-3782210.35March 8, 2023
10.23Loan 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, 20238-K001-3782210.1June 6, 2023
10.24Second 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.* †
10.25Credit, 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-K001-3782210.1January 2, 2025
10.26Amendment 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-Q001-3782210.2May 7, 2025
10.27Amendment 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-K001-3782210.1December 11, 2025
10.28Amendment 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-K001-3782210.1January 29, 2026
10.29Amendment 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-K001-3782210.1March 3, 2026
10.30Employment Agreement by and between Robert E. Rasmus and Advanced Emissions Solutions, Inc., dated July 17, 20238-K001-3782210.2July 17, 2023
10.31Employment Agreement by and between Jeremy D. Williamson and Advanced Emissions Solutions, Inc., dated September 18, 20238-K001-3782210.1September 18, 2023
10.32Employment Agreement by and between Stacia Hansen and Advanced Emissions Solutions, Inc., dated November 6, 20238-K001-3782210.1November 8, 2023
10.33Employment Agreement by and between Clay Smith and Advanced Emissions Solutions, Inc., dated April 26, 2024.,*10-K001-3782210.33March 5, 2025
10.34Employment Agreement by and between Jay Voncannon and Arq, Inc., dated effective April 2, 2025.**, ***8-K001-3782210.1April 2, 2025
16.1Letter of Moss Adams LLP to the Securities and Exchange Commission, dated June 9, 2025.8-K001-3782216.1June 9, 2025
19Arq, Inc. Insider Trading Policy10-K001-3782219March 5, 2025
21.1Subsidiaries of Arq, Inc.10-K001-3782221.1March 5, 2025
23.1Consent of Baker Tilly US, LLP*
31.1Certification of Principal Executive Officer of Arq, Inc. Pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a)*
Exhibit No.DescriptionFormFile No.Incorporated by Reference ExhibitFiling 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*
97Clawback Policy10-K001-3782297March 12, 2024
101The 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. *
104The 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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