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Arq (NASDAQ: ARQ) pushes Tax Asset Protection Plan to 2027

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Arq, Inc. reported that it entered into a Ninth Amendment to its Tax Asset Protection Plan with Computershare Trust Company, N.A. as rights agent. The amendment updates the definition of the plan’s “Final Expiration Date.”

Under the Ninth Amendment, the Final Expiration Date will be the close of business on the earlier of December 31, 2027, or December 31, 2026 if stockholder approval has not been obtained before that date. The amendment and its terms are set out in full in Exhibit 4.1 to the report.

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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 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Ninth Amendment date April 15, 2026 Date Arq entered into Ninth Amendment to Tax Asset Protection Plan
Final Expiration Date (outer limit) December 31, 2027 Latest possible Final Expiration Date under amended plan
Final Expiration Date if no stockholder approval December 31, 2026 Earlier date if stockholder approval not obtained before then
Tax Asset Protection Plan financial
"entered into the Ninth Amendment to its Tax Asset Protection Plan"
Final Expiration Date regulatory
"The Ninth Amendment amends the definition of "Final Expiration Date""
rights agent financial
"Computershare Trust Company, N.A. (the "Rights Agent")"
A rights agent is a neutral third party, usually a bank or trust company, that runs the mechanical parts of a company’s rights offering — tracking who gets rights, processing requests to buy additional shares, collecting payments, and issuing the new stock. For investors, the rights agent ensures the offer is handled correctly and on time, which affects the ability to exercise rights and the perceived fairness and legality of the transaction.
Material Definitive Agreement regulatory
"See the description set out under "Item 1.01 - Entry into a Material Definitive Agreement""
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Understanding 8-K Material Events →
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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): April 15, 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 SymbolName of each exchange on which registered
Common stock, par value $0.001 per share ARQNasdaq 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 1.01Entry into a Material Definitive Agreement.
On April 15, 2026, Arq, Inc. (the "Company"), a Delaware corporation, entered into the Ninth Amendment to its Tax Asset Protection Plan (the "Ninth Amendment") between the Company and Computershare Trust Company, N.A. (the "Rights Agent") that amends the Company's Tax Asset Protection Plan dated May 5, 2017, as amended (the "TAPP") between the Company and the Rights Agent.
The Ninth Amendment amends the definition of "Final Expiration Date" under the TAPP to extend the duration of the TAPP and makes associated changes in connection therewith. Pursuant to the Ninth Amendment, the Final Expiration Date shall be the close of business on the earlier of (i) December 31, 2027 or (ii) December 31, 2026 if stockholder approval has not been obtained prior to such date.
The foregoing description of the Ninth Amendment is qualified in its entirety by reference to the full text of the Ninth Amendment, attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 3.03Material Modification to Rights of Security Holders.
See the description set out under "Item 1.01 - Entry into a Material Definitive Agreement," which is incorporated by reference into this Item 3.03.

Item 9.01Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Description
4.1
Ninth Amendment to Tax Asset Protection Plan dated as of April 15, 2026, by and between the Company and Computershare Trust Company, N.A., as rights agent.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



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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: April 17, 2026
 Arq, Inc.
 Registrant
 /s/ Robert Rasmus
 Robert Rasmus
 Chief Executive Officer

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Source: View Original Filing on SEC EDGAR

FAQ

What did Arq (ARQ) change in its Tax Asset Protection Plan?

Arq amended its Tax Asset Protection Plan through a Ninth Amendment. The change revises the definition of the plan’s Final Expiration Date, extending its duration and aligning it with specific calendar dates tied to future stockholder approval.

How long will Arq’s Tax Asset Protection Plan now remain in effect?

The plan will remain in effect until the close of business on the earlier of December 31, 2027, or December 31, 2026 if stockholder approval has not been obtained before that date, according to the Ninth Amendment’s revised Final Expiration Date.

Who is the rights agent under Arq’s Ninth Amendment to the Tax Asset Protection Plan?

Computershare Trust Company, N.A. serves as rights agent under the Ninth Amendment. It acts alongside Arq, Inc. in administering the amended Tax Asset Protection Plan, as reflected in the material definitive agreement described in the current report.

When did Arq enter into the Ninth Amendment to its Tax Asset Protection Plan?

Arq entered into the Ninth Amendment on April 15, 2026. This date marks when the company and Computershare Trust Company, N.A. agreed to extend and revise the Final Expiration Date of the existing Tax Asset Protection Plan first adopted in May 2017.

Where can investors read the full text of Arq’s Ninth Amendment to the plan?

Investors can review the complete Ninth Amendment in Exhibit 4.1 to the report. The exhibit, dated April 15, 2026, is incorporated by reference and provides the detailed contractual language governing the updated Final Expiration Date.

Filing Exhibits & Attachments

4 documents

Other Documents