Arq (NASDAQ: ARQ) gives new CAO 100,000-share stock grant
Rhea-AI Filing Summary
Arq, Inc. (ARQ) appointed Peter Owino as Chief Accounting Officer, effective September 1, 2026, and he will remain the company’s principal accounting officer. Arq entered into an employment agreement providing a $350,000 annual base salary, eligibility for a short-term incentive bonus targeted at 55% of base salary, and a long-term incentive award targeted at 75% of base salary.
As an inducement to join as an employee, Owino received 100,000 restricted stock awards granted outside Arq’s 2026 Omnibus Incentive Plan, vesting in three equal annual installments subject to continued service. If terminated without Cause or he resigns for Good Reason, he is eligible for 12 months of base salary, bonus for the year of termination based on actual performance, accelerated vesting of time-based equity and performance share units (based on actual performance to the termination date), and a lump-sum payment equal to 12 months of COBRA premiums. The filing also discloses that a prior consulting agreement with Princeton Business Consulting for Owino’s interim role resulted in approximately $200,000 of payments and was terminated upon his appointment. A press release announcing his appointment and inducement awards was issued on August 28, 2026.
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8-K Event Classification
3 items: 5.02, 8.01, 9.01
3 items
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 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Annual base salary: $350,000
Short-term incentive target: 55% of base salary
Long-term incentive target: 75% of base salary
+5 more
8 metrics
Annual base salary
$350,000
Base salary for Peter Owino under his employment agreement as Chief Accounting Officer
Short-term incentive target
55% of base salary
Target bonus opportunity under Arq’s short-term incentive plan
Long-term incentive target
75% of base salary
Target award under Arq’s long-term incentive plan
Inducement restricted stock awards
100,000 shares
Restricted stock awards granted to Peter Owino as an inducement to join as an employee
Severance base salary period
12 months
Base salary continuation if terminated without Cause or resignation for Good Reason
COBRA premium severance payment
12 months
Lump-sum payment equal to 12 months of COBRA premiums upon qualifying termination
Consulting hourly fee
$350 per hour
Hourly fee paid to Princeton Business Consulting for Owino’s interim CAO services
Maximum monthly consulting cap
$63,000 per month
Monthly cap under the consulting agreement with Princeton Business Consulting
Key Terms
Chief Accounting Officer, Sarbanes-Oxley (SOX) compliance, restricted stock awards, Inducement Awards, +2 more
6 terms
Chief Accounting Officer financial
"appointed Peter Owino, 52, as the Company’s Chief Accounting Officer"
A chief accounting officer is a senior executive responsible for overseeing a company's financial records and ensuring all accounting practices are accurate and compliant with regulations. They play a key role in preparing financial reports that help investors understand the company's financial health, much like a trusted navigator guiding a ship through complex waters. Their work ensures transparency and trust in the company's financial information.
Sarbanes-Oxley (SOX) compliance regulatory
"over twenty years of experience in accounting, finance, and Sarbanes-Oxley (SOX) compliance"
restricted stock awards financial
"In addition, Mr. Owino received 100,000 restricted stock awards (the “Inducement Awards”)"
Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.
Inducement Awards financial
"received 100,000 restricted stock awards (the “Inducement Awards”) as an inducement"
Inducement awards are special bonuses given to new employees to encourage them to join a company, often in the form of stock or money. They matter because they can motivate talented people to choose one company over another and help align their success with the company's growth. Think of it like a signing bonus to seal the deal.
Nasdaq Listing Rule 5635(c)(4) regulatory
"inducement equity awards were approved ... in accordance with Nasdaq Listing Rule 5635(c)(4)"
NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.
FAQ
What executive leadership change did ARQ announce in this 8-K?
Arq, Inc. announced the appointment of Peter Owino, age 52, as Chief Accounting Officer, effective September 1, 2026. He will also continue to serve as the company’s principal accounting officer under a new employment agreement.
What is the compensation package for Arq (ARQ) Chief Accounting Officer Peter Owino?
Peter Owino will receive an annual base salary of $350,000, a target short-term incentive bonus of 55% of base salary, and a target long-term incentive award of 75% of base salary, as set out in his employment agreement with Arq.
What inducement equity awards did ARQ grant to Peter Owino?
Arq granted Peter Owino 100,000 restricted stock awards as inducement awards, granted outside the 2026 Omnibus Incentive Plan. These awards vest in three equal annual installments on each of the first three anniversaries of his start or grant date, subject to continued employment.
What severance protections does Peter Owino have under his Arq (ARQ) employment agreement?
If terminated without Cause or he resigns for Good Reason, Peter Owino is entitled to 12 months of base salary, a bonus for the year of termination based on actual performance, accelerated vesting of time-based equity and performance share units, and a lump-sum payment equal to 12 months of COBRA premiums.
How much did Arq (ARQ) pay under Peter Owino’s prior consulting arrangement?
Under a consulting agreement with Princeton Business Consulting for Peter Owino’s interim Chief Accounting Officer services, Arq paid an hourly fee of $350 capped at $63,000 per month and paid approximately $200,000 in total before the agreement terminated upon his appointment as Chief Accounting Officer.
Under which Nasdaq rule were Peter Owino’s inducement awards approved at ARQ?
The Compensation Committee of Arq’s Board of Directors approved Peter Owino’s inducement equity awards in accordance with Nasdaq Listing Rule 5635(c)(4), which addresses equity grants as an inducement to employment.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): August 24, 2026
(Name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
| (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 | ||||||||||||
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |||||||
On August 24, 2026, the Board of Directors (the “Board”) of Arq, Inc. (the “Company”) appointed Peter Owino, 52, as the Company’s Chief Accounting Officer, effective September 1, 2026. Mr. Owino previously served as a consultant to the Company where he acted as its Interim Chief Accounting Officer. Mr. Owino will continue to serve as the Company’s principal accounting officer.
Mr. Owino has over twenty years of experience in accounting, finance, and Sarbanes-Oxley (SOX) compliance, in both private and public company settings. Prior to his appointment as the Company's Chief Accounting Officer, Mr. Owino was an accounting and finance consultant for Princeton Business Consulting, LLC ("Princeton Business Consulting"), a consulting firm focused on small to mid-sized businesses. Mr. Owino has served in various finance and accounting leadership roles, including as the Corporate Controller of Colliers Engineering & Design, a multidisciplinary engineering firm, from 2024 to 2026, and as the Chief Accounting Officer of Merchant e-Solutions, a merchant acquiring company and global payment processor from 2020 to 2022, where he successfully helped prepare the company for sale to a New York based private equity firm. From 2015 to 2020, Mr. Owino worked as a Director for KPMG New York, providing accounting advisory services. Before that, Mr. Owino was a Senior Director at Finjan Holdings, Inc. and also spent years working as a manager at both Deloitte & Touche and Ernst & Young. Mr. Owino holds a Bachelor of Commerce degree in accounting from Kenyatta University in Nairobi, Kenya. Mr. Owino is also a licensed certified public accountant.
On August 25, 2026, Mr. Owino and the Company entered into an employment agreement (the “Agreement”). Pursuant to the terms of the Agreement, Mr. Owino will receive an annual base salary of $350,000 and be eligible to participate in both the Company’s short-term incentive plan with a target bonus opportunity of 55% of his base salary and the Company's long-term incentive plan with a target award of 75% of his base salary. In addition, Mr. Owino received 100,000 restricted stock awards (the “Inducement Awards”) as an inducement to join the Company as an employee, which Inducement Awards were granted outside of the Company’s 2026 Omnibus Incentive Plan. The Inducement Awards will vest in equal installments on each of the first three anniversaries of Mr. Owino’s start date, conditioned upon continued service with the Company.
In the event Mr. Owino is terminated without Cause or resigns for Good Reason (each as defined in the Agreement), the Agreement provides for the following severance benefits, subject to his execution and non-revocation of a release of claims: (a) 12 months of continued base salary payments; (b) payment of any short-term incentive or other cash bonus for the year in which such termination occurs based on actual performance; (c) accelerated vesting of all time-based equity awards; (d) accelerated vesting of all performance share units based on actual performance through the termination date; and (e) a lump-sum payment equal to 12 months of COBRA premiums. The Employment Agreement also includes standard non-compete, non-solicitation, confidentiality, inventions assignment, and incentive compensation clawback provisions.
The foregoing summary of the Agreement does not purport to be a complete description of the Agreement and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Mr. Owino’s appointment is not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Owino and any director, executive officer or other person that would require disclosure under Item 401(d) of Regulation S-K. Mr. Owino previously provided consulting services to the Company and acted as its Interim Chief Accounting Officer pursuant to a consulting agreement by and between the Company and Princeton Business Consulting, dated June 15, 2026 (the “Consulting Agreement”). Pursuant to the terms of the Consulting Agreement, the Company paid Princeton Business Consulting an hourly fee of $350, subject to a monthly cap of $63,000, in exchange for Mr. Owino's services as Interim Chief Accounting Officer. During the term of the Consulting Agreement, the Company paid Princeton Business Consulting approximately $200,000. The Consulting Agreement terminated upon Mr. Owino’s appointment as the Company’s Chief Accounting Officer. Otherwise, there are no transactions in which Mr. Owino has an interest requiring disclosure under Item 404(a) of Regulation S-K.
| Item 8.01 | Other Events. | |||||||
On August 28, 2026, the Company issued a press release announcing the appointment of Mr. Owino and grant of Inducement Awards described in this Current Report on Form 8-K, the full text of which is filed herewith as Exhibit 99.1 and incorporated herein by reference.
1
| Item 9.01 | Financial Statements and Exhibits. | |||||||
| (d) | Exhibits | |||||||
| Exhibit No. | Description | |||||||
| 10.1 | Employment Agreement, by and between Peter Owino and Arq, Inc., dated August 25, 2026.*,**,*** | |||||||
| 99.1 | Press Release, dated August 28, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
Notes:
* – 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.
2
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: August 28, 2026
| Arq, Inc. | |||||
| Registrant | |||||
| /s/ Robert Rasmus | |||||
| Robert Rasmus | |||||
| Chief Executive Officer | |||||
3
Exhibit 99.1
Arq Appoints Peter Owino as Chief Accounting Officer
GREENWOOD VILLAGE, Colorado, August 28, 2026 - GlobeNewswire - Arq, Inc. (NASDAQ: ARQ) (the "Company" or "Arq"), a producer of activated carbon and other environmentally efficient carbon products for use in purification and sustainable materials, today announced the appointment of Peter Owino as Chief Accounting Officer, effective September 1, 2026.
Mr. Owino, who has been serving as the Company’s interim Chief Accounting Officer pursuant to a consulting agreement since June 12, 2026, has over twenty years of experience in accounting, finance, and Sarbanes-Oxley (SOX) compliance, in both private and public company settings. Prior to his appointment as the Company’s Chief Accounting Officer, Mr. Owino was an accounting and finance consultant for Princeton Business Consulting, LLC ("Princeton Business Consulting"), a consulting firm focused on small to mid-sized businesses. Mr. Owino has served in various finance and accounting leadership roles, including as the Corporate Controller of Colliers Engineering & Design, a multidisciplinary engineering firm, from 2024 to 2026, and as the Chief Accounting Officer of Merchant e-Solutions, a merchant acquiring company and global payment processor from 2020 to 2022, where he successfully helped prepare the company for sale to a New York based private equity firm. From 2015 to 2020, Mr. Owino worked as a Director for KPMG New York, providing accounting advisory services. Before that, Mr. Owino was a Senior Director at Finjan Holdings, Inc. and also spent years working as a manager at both Deloitte & Touche and Ernst & Young. Mr. Owino holds a Bachelor of Commerce degree in accounting from Kenyatta University in Nairobi, Kenya. Mr. Owino is also a licensed certified public accountant.
The Company also announced the issuance of inducement equity awards to Mr. Owino in connection with his appointment, to be granted upon the effective date of his appointment. The inducement equity awards consist of 100,000 restricted stock awards, which shall vest in equal installments on each of the first three anniversaries of the grant date, conditioned upon Mr. Owino’s continued employment with the Company. The inducement equity awards were approved by the Compensation Committee of the Company’s Board of Directors in accordance with Nasdaq Listing Rule 5635(c)(4).
About Arq
Arq (NASDAQ: ARQ) is a diversified, environmental technology company with products that enable a cleaner and safer planet while actively reducing our environmental impact. As the only vertically integrated producer of activated carbon products in North America, we deliver a reliable domestic supply of innovative, hard-to-source, high-demand products. We apply our extensive expertise to develop groundbreaking solutions to remove harmful chemicals and pollutants from water, land and air. Learn more at: www.arq.com.
Source: Arq, Inc.
Investor Contact:
Anthony Nathan, Arq
Marc Silverberg, ICR
investors@arq.com