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Arq, Inc. (ARQ) CEO awarded new RSUs and extends inducement grant

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Arq, Inc. reported equity compensation changes for Chief Executive Officer Robert E. Rasmus. A 400,000-unit inducement RSU award was amended; the change may be deemed a cancellation of the original grant and issuance of a replacement that extends the expiration to July 17, 2029, with 250,000 units vesting when the 30-Day VWAP equals $10.00 per share and 150,000 units vesting when it equals $15.00, in each case before that date.

Rasmus also received two new grants under the 2026 Omnibus Incentive Plan: 600,000 performance-based RSUs that vest in 200,000-unit tranches when the 30-Day VWAP reaches $3.00, $6.00 and $9.00 before the third anniversary of grant, and 600,000 time-based RSUs vesting in equal installments on July 23, 2028 and July 23, 2029.

Positive

  • None.

Negative

  • None.
Insider Rasmus Robert E.
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units F3, F4 600,000 $0.00 $0.00
Grant/Award Restricted Stock Units F3, F5 600,000 $0.00 $0.00
Disposition Restricted Stock Units F1, F2 400,000 $0.00 $0.00
Grant/Award Restricted Stock Units F1, F2 400,000 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 1,600,000 shares (Direct)
Footnotes (5)
  1. F1. Represents restricted stock units ("RSUs") granted to Mr. Rasmus as an employment inducement award (the "Inducement Award"). Each RSU comprising the Inducement Award represents the right to receive one share of the Issuer's Common Stock upon vesting and settlement.
  2. F2. The two reported transactions involved an amendment of the Inducement Award, originally granted to Mr. Rasmus on July 17, 2023, to extend the expiration date of the Inducement Award from July 17, 2026, to July 17, 2029. The Inducement Award amendment may be deemed a cancellation of the original Inducement Award and grant of a replacement Inducement Award. Of the 400,000 RSUs comprising the Inducement Award, 250,000 RSUs shall vest when the 30-day volume weighted average price of the Issuer's Common Stock (the "30-Day VWAP") equals $10.00 per share and 150,000 RSUs shall vest when the 30-Day VWAP equals $15.00 per share, in each case, prior to July 17, 2029.
  3. F3. Represents RSUs granted to Mr. Rasmus under the Issuer's 2026 Omnibus Incentive Plan. Each RSU represents the right to receive one share of the Issuer's Common Stock upon vesting and settlement.
  4. F4. 200,000 RSUs vest when the 30-Day VWAP equals $3.00 per share; 200,000 RSUs vest when the 30-Day VWAP equals $6.00 per share; and 200,000 RSUs vest when the 30-Day VWAP equals $9.00 per share, in each case, prior to the third anniversary of the date of grant. If the applicable 30-Day VWAP threshold is achieved prior to the first anniversary of the grant date, the RSUs that have become earned upon achievement of such threshold shall not vest until the first anniversary of the grant date.
  5. F5. The RSUs vest in two equal installments on each of July 23, 2028, and July 23, 2029.
Inducement RSU award size 400,000 RSUs Restricted stock units granted as an employment inducement award to CEO Robert E. Rasmus
Inducement award expiration July 17, 2029 New expiration date for the amended 400,000-unit inducement RSU award
Inducement RSUs vesting at $10.00 VWAP 250,000 RSUs Portion of inducement award that vests when the 30-Day VWAP equals $10.00 per share
Inducement RSUs vesting at $15.00 VWAP 150,000 RSUs Portion of inducement award that vests when the 30-Day VWAP equals $15.00 per share
Performance-based RSU grant size 600,000 RSUs New RSUs that vest in 200,000-unit tranches at $3.00, $6.00 and $9.00 30-Day VWAP thresholds
Time-based RSU grant size 600,000 RSUs New RSUs that vest in equal installments on July 23, 2028 and July 23, 2029
First performance hurdle $3.00 per share 30-Day VWAP level required for the first 200,000 performance-based RSUs to vest
Restricted Stock Units financial
"Represents restricted stock units ("RSUs") granted to Mr. Rasmus"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Inducement Award financial
"granted to Mr. Rasmus as an employment inducement award (the "Inducement Award")"
An inducement award is a special cash or equity payment given to a new hire—often an executive or key employee—outside the company’s regular pay plans to persuade them to join. Think of it like a signing bonus that can align the new person’s goals with shareholders but also represents a cost and can reduce existing owners’ percentage of the company, so investors watch these awards for their impact on ownership and future performance.
30-Day VWAP financial
"when the 30-day volume weighted average price of the Issuer's Common Stock"
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.
2026 Omnibus Incentive Plan financial
"RSUs granted to Mr. Rasmus under the Issuer's 2026 Omnibus Incentive Plan"

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FAQ

What insider transactions did Arq (ARQ) disclose for CEO Robert E. Rasmus?

Arq reported that CEO Robert E. Rasmus amended a 400,000-unit inducement RSU award and received two new grants totaling 1.2 million RSUs. The new awards include performance-based and time-based vesting tied to future share-price and service milestones.

How many RSUs under the 2026 Omnibus Incentive Plan were granted to Arq (ARQ)’s CEO?

Rasmus received two grants under the plan totaling 1,200,000 RSUs: 600,000 performance-based units and 600,000 time-based units. All RSUs convert into one share of common stock per unit upon vesting and settlement.

What are the vesting conditions for Arq (ARQ)’s CEO inducement RSU award?

The amended inducement award covers 400,000 RSUs, expiring July 17, 2029. 250,000 RSUs vest when the 30-Day VWAP reaches $10.00 per share and 150,000 vest when it reaches $15.00, each hurdle achieved before that date.

What performance hurdles apply to the new RSUs granted to Arq (ARQ)’s CEO?

One new grant of 600,000 RSUs vests in three 200,000-unit tranches when the 30-Day VWAP equals $3.00, $6.00 and $9.00, respectively, provided each threshold is met before the third anniversary of the grant date.

When will the time-based RSUs for Arq (ARQ)’s CEO vest?

A separate grant of 600,000 time-based RSUs vests in two equal installments. Half vests on July 23, 2028 and the remaining half on July 23, 2029, assuming continued service through each vesting date.

Did the Arq (ARQ) Form 4 report any open-market stock sales by the CEO?

No open-market purchases or sales were reported. The filing shows RSU grants, a deemed cancellation and replacement of an existing inducement RSU award, and associated vesting terms, all at a stated price of $0.00 per unit.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Rasmus Robert E.

(Last)(First)(Middle)
C/O ARQ, INC.
8051 E MAPLEWOOD AVE STE 210

(Street)
GREENWOOD VILLAGE COLORADO 80111

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Arq, Inc. [ ARQ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)07/17/2026D400,000 (2)07/17/2026Common Stock400,000$00D
Restricted Stock Units(1)07/17/2026A400,000 (2)07/17/2029Common Stock400,000$0400,000D
Restricted Stock Units(3)07/23/2026A600,000 (4) (4)Common Stock600,000$0600,000D
Restricted Stock Units(3)07/23/2026A600,000 (5) (5)Common Stock600,000$0600,000D
Explanation of Responses:
1. Represents restricted stock units ("RSUs") granted to Mr. Rasmus as an employment inducement award (the "Inducement Award"). Each RSU comprising the Inducement Award represents the right to receive one share of the Issuer's Common Stock upon vesting and settlement.
2. The two reported transactions involved an amendment of the Inducement Award, originally granted to Mr. Rasmus on July 17, 2023, to extend the expiration date of the Inducement Award from July 17, 2026, to July 17, 2029. The Inducement Award amendment may be deemed a cancellation of the original Inducement Award and grant of a replacement Inducement Award. Of the 400,000 RSUs comprising the Inducement Award, 250,000 RSUs shall vest when the 30-day volume weighted average price of the Issuer's Common Stock (the "30-Day VWAP") equals $10.00 per share and 150,000 RSUs shall vest when the 30-Day VWAP equals $15.00 per share, in each case, prior to July 17, 2029.
3. Represents RSUs granted to Mr. Rasmus under the Issuer's 2026 Omnibus Incentive Plan. Each RSU represents the right to receive one share of the Issuer's Common Stock upon vesting and settlement.
4. 200,000 RSUs vest when the 30-Day VWAP equals $3.00 per share; 200,000 RSUs vest when the 30-Day VWAP equals $6.00 per share; and 200,000 RSUs vest when the 30-Day VWAP equals $9.00 per share, in each case, prior to the third anniversary of the date of grant. If the applicable 30-Day VWAP threshold is achieved prior to the first anniversary of the grant date, the RSUs that have become earned upon achievement of such threshold shall not vest until the first anniversary of the grant date.
5. The RSUs vest in two equal installments on each of July 23, 2028, and July 23, 2029.
Remarks:
/s/ Robert E. Rasmus07/23/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)