Arq (ARQ) general counsel’s PSUs vest; shares withheld to cover taxes

Rhea-AI Filing Summary

Arq, Inc. general counsel Claiborne Benson reported equity award vesting and related share movements. On February 27, 2026, 28,229 performance share units vested based on performance for a three-year period ended December 31, 2025, with each unit converting into one share of common stock at no exercise price.

Following the conversion, 10,176 shares of common stock were withheld to satisfy tax withholding obligations at a price of $3.51 per share. After these transactions, Benson directly owned 100,491 shares of Arq common stock.

SEC Form 4

FORM 4

UNITED 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

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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^*

Smith Claiborne Benson

(Last) (First) (Middle)

C/O ARQ, INC

8051 E. MAPLEWOOD AVE, STE 210

(Street)

GREENWOOD VILLAGE CO 80111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Arq, Inc. [ ARQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Gen Counsel, Corp Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/27/2026		M		28,229	A	(1)	110,667	D
Common Stock	02/27/2026		F		10,176(2)	D	$3.51	100,491	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Units	(1)	02/27/2026		M			21,179	(1)	03/10/2026	Common Stock	42,358(3)	$0	0	D

Explanation of Responses:

1. On February 27, 2026, the Compensation Committee of the Board of Directors of the Issuer determined that of the 21,179 performance share units ("PSUs") awarded to the reporting person on March 23, 2023 pursuant to the 2023 Long Term Incentive Plan under the Issuer's 2022 Omnibus Equity Incentive Plan, 28,229 PSUs vested based on the achievement of specific performance criteria over a three year performance period ended December 31, 2025. Each vested PSU represented the right to receive one share of the Issuer's common stock.

2. Reflects the withholding of shares of the Issuer's common stock to satisfy tax withholding obligations in connection with the vesting of PSUs on February 27, 2026.

3. Represents the maximum number of PSUs that were eligible to vest, which was 200% of the target award.

Remarks:

	/s/ Claiborne B. Smith	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Arq (ARQ) report for Claiborne Benson on February 27, 2026?

Claiborne Benson reported performance share units vesting into common stock and related tax withholding. 28,229 PSUs converted into common shares at no exercise price, and 10,176 shares were withheld to cover tax obligations, leaving 100,491 shares directly owned.

How many Arq (ARQ) performance share units vested for Claiborne Benson and over what period?

A total of 28,229 performance share units vested for Claiborne Benson. These were awarded on March 23, 2023 and vested based on specific performance criteria measured over a three-year performance period that ended on December 31, 2025, under Arq’s equity incentive plans.

Did Claiborne Benson pay to exercise Arq (ARQ) performance share units?

No cash exercise price was paid to convert the performance share units. Each vested unit represented the right to receive one share of Arq common stock at an exercise price of $0.00 per share, reflecting typical settlement of stock-based awards.

Why were 10,176 Arq (ARQ) shares withheld in Claiborne Benson’s Form 4 filing?

10,176 shares of Arq common stock were withheld to satisfy tax withholding obligations tied to the PSU vesting. These shares were treated as disposed of at $3.51 per share, representing a tax-withholding disposition rather than an open-market sale transaction.

How many Arq (ARQ) shares does Claiborne Benson own after the reported transactions?

After the PSU conversion and tax withholding, Claiborne Benson directly owns 100,491 shares of Arq common stock. This figure reflects the net position following the issuance of shares from vested performance share units and the share withholding for tax obligations.

What equity plans governed Claiborne Benson’s Arq (ARQ) performance share units?

The performance share units were granted under the 2023 Long Term Incentive Plan, which operates within Arq’s 2022 Omnibus Equity Incentive Plan. Vesting depended on achieving specific performance criteria over a three-year period ending December 31, 2025, as determined by the Compensation Committee.