Quest Resource (QRHC) Director Receives DSUs; 20,000 RSUs Vest Aug 13, 2026

Rhea-AI Filing Summary

Sarah Tomolonius, a director of Quest Resource Holding Corp (QRHC), received deferred equity awards on 09/30/2025. The filing reports a grant of 2,243 deferred stock units (DSUs) under the 2024 Incentive Compensation Plan at a price of $1.56 per share. The report shows a total of 34,051 DSUs that will be converted into common stock only upon the reporting persons separation from service. Separately, the filing discloses 44,335 common stock equivalents consisting of 20,000 restricted stock units (scheduled to fully vest on August 13, 2026) and 24,335 shares of common stock currently beneficially owned.

Positive

• Director received equity compensation aligning incentives with the company through DSUs and RSUs
• Vesting and issuance conditions are specified, providing transparency on when shares will be issued (separation or August 13, 2026)

Negative

• Most reported securities are not currently issued; 34,051 DSUs convert to shares only upon separation, limiting immediate shareholder impact
• 20,000 RSUs remain unvested until August 13, 2026, so those units do not represent current voting or saleable shares

Insights

Financial Analyst

TL;DR: Director received modest deferred equity compensation; most holdings are restricted or contingent on separation or future vesting.

The 09/30/2025 Form 4 documents a grant of 2,243 DSUs at $1.56 and shows 34,051 DSUs that convert to shares only upon separation, plus 20,000 RSUs vesting in 2026 and 24,335 current shares (total 44,335 equivalents). From an investor perspective, these are compensation-related holdings rather than open-market purchases or dispositions, so immediate dilution or insider liquidity events are limited. The filing provides clear schedules and vesting/issue conditions but no transaction indicating sale or transfer of currently held shares.

Corporate Governance Expert

TL;DR: This disclosure reflects routine director compensation with deferred issuance and time- or separation-based vesting conditions.

The Form 4 indicates compensation governance consistent with equity-based pay: DSUs granted under the 2012 and 2024 plans convert to shares only upon separation, and RSUs have a specified vesting date (August 13, 2026). These structures align director incentives with long-term retention and avoid immediate share issuance. The filing is complete in describing grant types, counts, and vesting/issuance triggers, with no indication of exceptions or accelerated issuance.

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

OMB APPROVAL

OMB Number:			3235-0287
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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).

1. Name and Address of Reporting Person^*

Tomolonius Sarah

(Last) (First) (Middle)

C/O QUEST RESOURCE HOLDING CORP

3481 PLANO PARKWAY

(Street)

THE COLONY TX 75056

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Quest Resource Holding Corp [ QRHC ]

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		A		2,243(1)	A	$1.56	34,051(2)	D
Common Stock								44,335(3)	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

Explanation of Responses:

1. These reported securities represent deferred stock units ("DSUs") granted under the Issuer's 2024 Incentive Compensation Plan. The shares of common stock underlying such DSUs shall be issued upon the Reporting Person's separation from service with the Issuer.

2. The reported securities include (a) 18,027 DSUs granted under the Issuer's 2012 Incentive Compensation Plan and (b) 16,024 DSUs granted under the Issuer's 2024 Incentive Compensation Plan. The shares of common stock underlying such DSUs shall be issued upon the Reporting Person's separation from service with the Issuer.

3. Includes (a) 20,000 RSUs that are scheduled to fully vest on August 13, 2026 and (b) 24,335 shares of common stock beneficially owned by the Reporting Person.

	/s/ Brett W. Johnston, as Attorney-in-Fact	10/01/2025
	** Signature of Reporting Person	Date
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.
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FAQ

What did QRHC director Sarah Tomolonius report on Form 4?

The Form 4 reports a grant on 09/30/2025 of 2,243 deferred stock units (DSUs) at a price of $1.56 and discloses holdings totalling DSUs and RSUs as described in the filing.

How many DSUs and RSUs does the filing show for Sarah Tomolonius?

The filing shows 34,051 DSUs (convertible upon separation) and 20,000 RSUs scheduled to fully vest on August 13, 2026.

How many common shares does Tomolonius beneficially own according to the Form 4?

The filing reports 24,335 shares of common stock currently beneficially owned, plus RSUs and DSUs described in the filing, totaling 44,335 common stock equivalents when including RSUs.

Will the DSUs reported on Form 4 be issued immediately?

No. The DSUs are described as convertible into common stock only upon the reporting persons separation from service with the issuer.

Are there any sales or dispositions reported by the director in this Form 4?

No dispositions are reported; the Form 4 documents a grant/acquisition of DSUs and lists existing beneficial holdings including RSUs and shares.