07/23/2026 | Press release | Distributed by Public on 07/23/2026 15:13
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 07/17/2026 | D | 400,000 | (2) | 07/17/2026 | Common Stock | 400,000 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (1) | 07/17/2026 | A | 400,000 | (2) | 07/17/2029 | Common Stock | 400,000 | $ 0 | 400,000 | D | ||||
| Restricted Stock Units | (3) | 07/23/2026 | A | 600,000 | (4) | (4) | Common Stock | 600,000 | $ 0 | 600,000 | D | ||||
| Restricted Stock Units | (3) | 07/23/2026 | A | 600,000 | (5) | (5) | Common Stock | 600,000 | $ 0 | 600,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Rasmus Robert E. C/O ARQ, INC. 8051 E MAPLEWOOD AVE STE 210 GREENWOOD VILLAGE, CO 80111 |
X | Chief Executive Officer | ||
| /s/ Robert E. Rasmus | 07/23/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |