Lower liquidity covenant in Arq (NASDAQ: ARQ) credit amendment

Rhea-AI Filing Summary

Arq, Inc. entered into a third amendment to its Revolving Credit Agreement with MidCap Funding IV Trust and related lenders. The amendment extends prior changes to how borrowing availability is calculated and temporarily relaxes the company’s minimum liquidity requirement.

Under the revised covenant, minimum liquidity is set at $2.0 million from December 10, 2025 through February 27, 2026, increasing to $5.0 million from February 28, 2026 and at all times thereafter. This adjustment provides Arq with near‑term liquidity flexibility while re-establishing a higher long‑term threshold.

Insights

Credit & Capital Structure Analyst

Arq gains short-term liquidity flexibility while keeping higher long-run covenant levels.

Arq amended its Revolving Credit Agreement to extend changes to borrowing availability and adjust its minimum liquidity covenant. For the period from December 10, 2025 through February 27, 2026, required minimum liquidity is set at $2.0 million, rising to $5.0 million from February 28, 2026 onward.

This structure suggests lenders are accommodating near-term liquidity needs while preserving a tighter standard over time. The amendment does not disclose facility size or pricing in the excerpt, so the overall impact on Arq’s funding cost and headroom depends on the full agreement and future operating performance.

Investors can use these covenant levels as reference points when reviewing subsequent balance sheet and cash metrics reported for periods including and after February 28, 2026, to understand how comfortably Arq operates above its minimum liquidity thresholds.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0001515156false00015151562026-01-282026-01-28

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 28, 2026

ARQ, INC.

(Name of registrant as specified in its charter)

Delaware

001-37822

27-5472457

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

8051 E. Maplewood Avenue, Suite 210, Greenwood Village, CO						80111
(Address of principal executive offices)						(Zip Code)

Registrant's telephone number, including area code: (720) 598-3500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Securities registered pursuant to Section 12(b) of the Act:

Class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.001 per share

ARQ

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

			Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.						☐

Item 1.01 Entry into a Material Definitive Agreement.

On January 28, 2026, Arq, Inc. (the "Company") and certain of its subsidiaries, entered into the third amendment (the "Third Amendment") to the Credit, Security and Guaranty Agreement (the "Revolving Credit Agreement"), dated December 27, 2024, as amended on May 6, 2025 and December 9, 2025, 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 Third Amendment provides for, among other things, an extension to the amendments to the borrowing availability calculation included in the Revolving Credit Agreement, and an extension to the amendment to the Company's minimum liquidity covenant providing for decreased minimum liquidity required for the date range shown in the table below:

Applicable Dates						Minimum Liquidity Required
December 10, 2025, through February 27, 2026						$2.0 million
February 28, 2026, and at all times thereafter						$5.0 million

The foregoing description of the Third Amendment 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 Third Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01						Financial Statements and Exhibits.
(d)						Exhibits

Exhibit No.						Description
10.1						Amendment No. 3, dated as of January 28, 2026, to Credit, Security and Guaranty Agreement, dated as of December 27, 2024, as amended, 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.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 29, 2026

Arq, Inc.

Registrant

/s/ Robert Rasmus

Robert Rasmus

Chief Executive Officer

2

FAQ

What did Arq, Inc. (ARQ) disclose in this January 2026 8-K?

Arq, Inc. disclosed a third amendment to its Revolving Credit Agreement. The amendment extends changes to borrowing availability and adjusts minimum liquidity covenants, giving the company lower required liquidity through February 27, 2026 before increasing the requirement afterward.

How does the new amendment change Arq (ARQ) minimum liquidity covenant?

The amendment sets Arq’s minimum liquidity at $2.0 million from December 10, 2025 through February 27, 2026. From February 28, 2026 and at all times thereafter, the covenant increases to $5.0 million, restoring a higher required liquidity level.

Who are the counterparties to Arq (ARQ) amended Revolving Credit Agreement?

Arq’s Revolving Credit Agreement, as amended, is with MidCap Funding IV Trust as agent and lenders that are party to the agreement. Certain subsidiaries of Arq, Inc. are also parties, and additional entities may become guarantors under the agreement.

What is the effective date of Arq (ARQ) Amendment No. 3 to its credit agreement?

Amendment No. 3 to Arq’s Credit, Security and Guaranty Agreement is dated January 28, 2026. The related 8-K describes this amendment and its key covenant changes, and includes the full amendment as Exhibit 10.1 for detailed terms.

Does the Arq (ARQ) 8-K include the full text of the Third Amendment?

Yes. The 8-K states that the brief description of the Third Amendment is qualified in its entirety by the full text. That full Amendment No. 3 is filed as Exhibit 10.1, allowing readers to review all detailed terms and conditions.