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Arq, Inc. (Nasdaq: ARQ) extends CEO contract to 2029 and grants new RSUs

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

Rhea-AI Filing Summary

Arq, Inc. amended the employment agreement of President and CEO Robert Rasmus, setting a defined term that expires on July 23, 2029, subject to earlier termination or resignation. As of the amendment effective date, his annual salary is set at $50,000, and he is no longer eligible for an annual bonus or participation in the company’s long-term incentive compensation plan, with certain business expenses reimbursable.

In connection with the amendment, the compensation committee approved equity awards under the 2026 Omnibus Incentive Plan: 600,000 time-based RSUs vesting 300,000 on the second anniversary of grant and 300,000 on the third, with acceleration upon a Change in Control or specified termination events; and 600,000 performance-based RSUs, vesting in three 200,000-unit tranches if the 30-Day VWAP reaches $3.00, $6.00, and $9.00 per share, respectively, before the third anniversary, with early-achieved tranches vesting no earlier than the first anniversary and subject to similar acceleration and dilution adjustments.

Arq and Mr. Rasmus also extended the performance period for 400,000 Inducement RSUs from July 17, 2026 to July 17, 2029.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO employment term end July 23, 2029 Expiration of Mr. Rasmus’s employment term under the amended agreement
CEO annual salary $50,000 Annual salary for Mr. Rasmus as of the amendment effective date
Time-based RSUs granted 600,000 units RSUs granted to Mr. Rasmus under the 2026 Omnibus Incentive Plan
Performance-based RSUs granted 600,000 units RSUs tied to stock price performance thresholds for Mr. Rasmus
Performance threshold 1 $3.00 per share 30-Day VWAP Vesting trigger for 200,000 performance-based RSUs
Performance threshold 2 $6.00 per share 30-Day VWAP Vesting trigger for 200,000 performance-based RSUs
Performance threshold 3 $9.00 per share 30-Day VWAP Vesting trigger for 200,000 performance-based RSUs
Inducement RSUs 400,000 units Previously granted inducement RSUs with performance period extended to July 17, 2029
time-based restricted stock units financial
"authorized the grant of 600,000 time-based restricted stock units"
Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.
performance-based restricted stock units financial
"and 600,000 performance-based restricted stock units"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
30-Day VWAP financial
"volume weighted average price of the Company’s common stock over a 30-day period (the “30-Day VWAP”)"
Thirty-day VWAP is the average price at which a stock traded over the past 30 trading days, weighted by the number of shares traded at each price during that period. It matters to investors because it gives a clearer picture of the price buyers and sellers have actually paid—like a sales-weighted average for a store—and is used to judge whether current price action is fair, to benchmark trading performance, and to spot longer-term support or resistance levels.
Change in Control financial
"accelerate in the event a Change in Control (as defined in the 2026 Plan)"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Good Reason financial
"by Mr. Rasmus for Good Reason (as defined in the Employment Agreement)"
2026 Omnibus Incentive Plan financial
"each under the Company’s 2026 Omnibus Incentive Plan (the “2026 Plan”)"

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FAQ

What changes did Arq (ARQ) make to CEO Robert Rasmus’s employment term?
Arq set a defined employment term for CEO Robert Rasmus that expires on July 23, 2029, subject to earlier termination or resignation. This formalizes the duration of his role under the amended employment agreement dated July 23, 2026.

How was CEO Robert Rasmus’s cash compensation changed at Arq (ARQ)?
Under the amendment, Mr. Rasmus’s annual salary is set at $50,000. He will no longer be eligible to receive an annual bonus or participate in Arq’s long-term incentive compensation plan, though certain business expenses will be reimbursed.

What time-based RSU award did Arq (ARQ) grant to CEO Robert Rasmus?
Arq granted 600,000 time-based RSUs to Mr. Rasmus under its 2026 Omnibus Incentive Plan. 300,000 units vest on the second anniversary of the grant date and the remaining 300,000 vest on the third, with acceleration upon a Change in Control or specified terminations.

How do the performance-based RSUs for Arq (ARQ) CEO Robert Rasmus vest?
Mr. Rasmus received 600,000 performance-based RSUs, vesting in three 200,000-unit tranches when the 30-Day VWAP reaches $3.00, $6.00, and $9.00 per share before the third anniversary, with early-achieved tranches vesting no earlier than the first anniversary.

What acceleration protections apply to Arq (ARQ) CEO RSU awards?
Both the time-based and performance-based RSUs for Mr. Rasmus accelerate upon a Change in Control under the 2026 Plan, or if his employment ends due to termination without Cause, resignation for Good Reason, or his death or disability, as defined in the governing agreements.

What happened to the 400,000 Inducement RSUs previously granted to Arq (ARQ) CEO Robert Rasmus?
Arq and Mr. Rasmus amended the inducement RSU award so the performance period for the 400,000 Inducement RSUs was extended from July 17, 2026 to July 17, 2029, giving additional time for the performance conditions to be satisfied.
0001515156false00015151562026-07-172026-07-17


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): July 17, 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 23, 2026, Arq, Inc. (the “Company”) and Robert Rasmus, President, Chief Executive Officer, and director of the Company, entered into an amendment (the “Amendment”) to Mr. Rasmus’s Employment Agreement, dated July 17, 2023 (as amended, the “Employment Agreement”). The Amendment establishes a term for Mr. Rasmus's employment, which shall expire on July 23, 2029, subject to earlier termination or resignation. The Amendment further provides that, as of the Amendment Effective Date (as defined in the Amendment), Mr. Rasmus's annual salary shall be set at $50,000 and Mr. Rasmus will no longer be eligible to receive an annual bonus or participate in the Company’s long-term incentive compensation plan. In addition, the Amendment also provides for reimbursement of certain business expenses.
In connection with entry into the Amendment, the Compensation Committee of the Board of Directors of the Company authorized the grant of 600,000 time-based restricted stock units (the “Time-Based RSUs”) and 600,000 performance-based restricted stock units (the "Performance-Based RSUs"), each under the Company’s 2026 Omnibus Incentive Plan (the “2026 Plan”) to Mr. Rasmus. Pursuant to the terms of the Time-Based RSUs, 300,000 of the Time-Based RSUs will vest on the second anniversary of the grant date, and the remainder will vest upon the third anniversary of the grant date. The Time-Based RSUs also accelerate in the event a Change in Control (as defined in the 2026 Plan) occurs or if Mr. Rasmus’s employment is terminated by the Company without Cause (as defined in the Employment Agreement), by Mr. Rasmus for Good Reason (as defined in the Employment Agreement), or as a result of his death or disability.
Pursuant to the terms of the Performance-Based RSUs, 200,000 of the Performance-Based RSUs will vest when the volume weighted average price of the Company’s common stock over a 30-day period (the “30-Day VWAP”) equals $3.00 per share, 200,000 will vest when the 30-Day VWAP equals $6.00 per share, and 200,000 will vest when the 30-Day VWAP equals $9.00 per share, in each case, prior to the third anniversary of the grant date. If any of the 30-Day VWAP thresholds are achieved prior to the first anniversary of the grant date, then the Performance-Based RSUs that have become earned upon achievement of such threshold will not vest until the first anniversary of the grant date. The Performance-Based RSUs are also subject to certain dilution adjustments and accelerate in the event a Change in Control (as defined in the 2026 Plan) occurs or if Mr. Rasmus’s employment is terminated by the Company without Cause (as defined in the Employment Agreement), by Mr. Rasmus for Good Reason (as defined in the Employment Agreement), or as a result of his death or disability.
Additionally, on July 17, 2026, the Company and Mr. Rasmus amended the inducement restricted stock unit award agreement (the "Inducement RSU Award Amendment") pertaining to 400,000 inducement restricted stock units (the “Inducement RSUs”) originally granted to Mr. Rasmus in connection with his hire on July 17, 2023. Pursuant to the terms of the Inducement RSU Award Amendment, the performance period over which Mr. Rasmus may earn the Inducement RSUs was extended from July 17, 2026 to July 17, 2029.
The foregoing descriptions of the Amendment, the Time-Based RSU Award, the Performance-Based RSU Award, and the Inducement RSU Award Amendment are qualified in their entirety by reference to the full text of the Amendment, the Time-Based RSU Award, the Performance-Based RSU Award, and the Inducement RSU Award Amendment, each attached hereto as Exhibit 10.1, 10.2, 10.3, and 10.4 respectively, and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Description
10.1
First Amendment to the Employment Agreement, by and between Robert E. Rasmus and Arq, Inc., dated July 23, 2026.*
10.2
Grant Notice for Restricted Stock Unit Award and Standard Terms and Conditions for Restricted Stock Units, by and between Robert E. Rasmus and Arq, Inc., dated July 23, 2026 (Time-Based RSUs).*
10.3
Grant Notice for Restricted Stock Unit Award and Standard Terms and Conditions for Restricted Stock Units, by and between Robert E. Rasmus and Arq, Inc., dated July 23, 2026 (Performance-Based RSUs).*
10.4
Inducement Award Amendment, by and between Robert E. Rasmus and Arq, Inc., dated July 17, 2026.*
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
Notes:
* – Management contract or compensatory plan or arrangement.
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: July 23, 2026
 Arq, Inc.
 Registrant
 /s/ Robert Rasmus
 Robert Rasmus
 Chief Executive Officer

2

Source: View Original Filing on SEC EDGAR

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