Arq, Inc. Announces Ninth Amendment to Tax Asset Protection Plan – Key Details for Investors

GREENWOOD VILLAGE, CO, April 17, 2026 – Arq, Inc. (NASDAQ: ARQ), a Delaware corporation formerly known as Advanced Emissions Solutions, Inc., has announced the execution of a significant amendment to its Tax Asset Protection Plan (“TAPP”), a development that shareholders should pay close attention to.

Key Highlights of the Report

• Ninth Amendment to Tax Asset Protection Plan (TAPP): On April 15, 2026, Arq, Inc. entered into the Ninth Amendment to its TAPP with Computershare Trust Company, N.A., the Rights Agent. This amendment formally extends the duration of the company’s TAPP, which was originally adopted on May 5, 2017, and has since been subject to multiple amendments.
• Extension of Final Expiration Date: The Ninth Amendment modifies the definition of “Final Expiration Date” under the TAPP. The new expiration date is the close of business on the earlier of:
  • December 31, 2027; or
  • December 31, 2026, if shareholder approval has not been obtained prior to that date.

  This is a critical point for shareholders as the plan’s duration and effectiveness are now directly tied to shareholder action.

• Reason for Amendment: While the TAPP’s primary purpose is to protect valuable tax assets (such as net operating loss carryforwards) from being limited or lost due to changes in company ownership (as could occur in the event of a hostile takeover or significant equity transaction), this amendment gives the Board additional time and flexibility to preserve these assets, which can significantly affect future tax liabilities and net income.
• Implications for Shareholders’ Rights: The amendment involves material modifications to the rights of security holders. The continued existence and extension of the TAPP may affect the ability of shareholders, or potential acquirers, to accumulate large stakes in the company without triggering the plan’s provisions. If the TAPP is triggered, certain rights held by existing shareholders (other than acquirers) may become exercisable, potentially diluting the interests of new, large shareholders.
• Price Sensitivity and Potential Share Price Impact: This is a price-sensitive event. The extension of the TAPP can be interpreted as a defensive measure, signaling to the market that the company is actively seeking to preserve its tax assets and protect itself from unwanted takeovers or ownership shifts. As such, the news could affect the company’s share price, either positively (shareholders may view the protection of tax benefits as value-enhancing) or negatively (potential acquirers may be discouraged, or some investors may see it as entrenchment of current management).

Details of the Amendment

• Expiration Language: The Ninth Amendment explicitly updates all references to the expiration date in the TAPP and associated exhibits/certificates. If shareholder approval is not obtained by December 31, 2026, the TAPP will expire at that point. If approval is obtained, it continues to the end of 2027.
• Rights Certificate Update: The form of Rights Certificate attached to the TAPP is updated to reflect the new expiration provisions. Any rights are not exercisable after the earlier of the stated expiration dates or as otherwise provided in the TAPP.
• Other Expiration Triggers: The amendment also reiterates that the plan and the associated rights will expire upon redemption (if the Board redeems the rights), exchange (if the Board exchanges the rights for company stock), repeal of certain tax code provisions (Sections 382 and 383), or if the Board determines the plan is no longer necessary for preserving tax benefits.

What Should Shareholders Know?

• Action Required: The continued effectiveness of the TAPP after December 31, 2026, is contingent on shareholder approval. This means shareholders will likely be asked to vote on the plan at or before the company’s 2026 annual meeting.
• Impact on Mergers, Acquisitions, and Share Accumulation: The TAPP is designed to make it more difficult for any person or group to acquire 4.99% or more of the company’s outstanding stock without triggering the plan. This can deter hostile takeovers or other actions that would result in an “ownership change” under IRS rules, which could limit the company’s ability to use its tax benefits.
• Shareholder Value Consideration: By extending the TAPP, the company is signalling that it places high value on protecting its tax assets, which can be a significant driver of future net income and cash flow. However, investors should be aware that such plans can also be controversial if seen as protecting management at the expense of potential value-creating transactions.

Exhibits

• The full text of the Ninth Amendment is filed as Exhibit 4.1 to the 8-K and incorporated by reference.

Conclusion

This amendment is a material event for Arq, Inc. shareholders. The extension of the Tax Asset Protection Plan could have a meaningful impact on the company’s future strategic options, its ability to preserve valuable tax assets, and the rights of current and future shareholders. Investors should monitor upcoming proxy materials for their opportunity to vote on the continued effectiveness of the plan and consider the potential benefits and drawbacks as they relate to shareholder value, corporate governance, and M&A activity.

Disclaimer: This article is for informational purposes only and does not constitute financial or investment advice. Investors should conduct their own due diligence and consult their advisors before making investment decisions. The author and publisher bear no responsibility for any decisions made based on this information.

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