[Form 4] Quest Resource Holding Corporation Insider Trading Activity

Rhea-AI Filing Summary

AeroVironment, Inc. (Nasdaq: AVAV) has filed a preliminary prospectus supplement (Form 424B5) for a public offering of $750 million of common stock, with a 30-day underwriters’ option for up to an additional $112.5 million. The company is simultaneously marketing a separate $600 million (up to $690 million) offering of Convertible Senior Notes due 2030. Neither transaction is contingent on the other.

Key transaction terms

• Common stock trades on Nasdaq under the symbol “AVAV”; last reported price on 27-Jun-2025 was $278.07.
• Pro-forma share count will rise to 48,511,437 immediately after the equity offering (from 45,814,275).
• Underwriters: J.P. Morgan Securities LLC and BofA Securities, Inc.; their banking affiliates are lenders under the company’s credit facilities and will receive a portion of the proceeds.

Use of proceeds

• $700.2 million to repay outstanding borrowings under the New Term Loan (matures 1-May-2027).
• $265.1 million to repay borrowings on the Revolving Credit Facility (matures 4-Oct-2029).
• Any remainder for general corporate purposes, including increased manufacturing capacity.

Strategic backdrop – BlueHalo merger

• AeroVironment closed the all-stock acquisition of BlueHalo on 1-May-2025, issuing 17,425,849 shares and drawing $925 million of debt to retire BlueHalo obligations and pay transaction costs.
• Lock-up agreements restrict resale of the BlueHalo shares until May-2026 (40%), Nov-2026 (30%) and May-2027 (30%).

Recent financial performance

• Quarter ended 30-Apr-2025 GAAP EPS: $0.59; Non-GAAP EPS: $1.61.
• FY-2025 GAAP EPS: $1.55; Non-GAAP EPS: $3.28.
• FY-2025 Adjusted EBITDA: $146.4 million, up from $127.8 million in FY-2024.
• Q4-2025 goodwill impairment charge: $18.4 million.

Capitalisation impact

• As-adjusted cash rises to $454.1 million; total debt falls from $955.0 million to $600.0 million if both offerings close and proceeds are applied as planned.
• Total shareholders’ equity would rise from $886.5 million to $4.23 billion (reflecting BlueHalo equity issuance and the new share sale).

Risk highlights

• Approximately 5–6 % dilution to existing shareholders from the equity issuance, with further dilution possible from note conversion.
• Successful integration of BlueHalo is critical; merger-related synergies and cost savings are not assured.
• If the note offering is unsuccessful, AeroVironment may retain higher leverage until alternative funds are secured.

Overall, the combined equity and convertible offerings are designed to deleverage the balance sheet after the transformational BlueHalo merger, provide funding for capacity expansion, and position the company for growth across autonomous systems, precision-strike and other defense technology markets.

Insights

Financial Analyst

TL;DR: Equity raise deleverages post-merger balance sheet but adds 6 % dilution; credit repayment improves net leverage.

Deleveraging & liquidity. Applying $965.3 million of gross proceeds to the Term Loan and Revolver slashes secured debt from $955 million to $0, leaving only the prospective $600 million senior convertible notes. Pro-forma cash of $454 million creates ample runway for working-capital and capacity expansion.
Dilution vs. value. Issuance lifts share count by c.2.7 million shares (≈6 %) but eliminates ≥$27–$40 million in annual interest expense (assuming 4–6 % blended coupons), which is accretive to future EPS if operating momentum continues.
BlueHalo integration risk. Goodwill impairment in Q4-2025 signals valuation pressure; management must deliver promised revenue synergies and margin expansion. Lock-up schedule reduces immediate overhang, yet 40 % of BlueHalo shares hit the market in May-2026.
Convertible note overhang. While flexible, the notes introduce potential dilution above the 30 % conversion premium; hedging activity may pressure the stock near-term.
Net effect. I view the transaction as near-term neutral (dilution offsets lower leverage) but strategically positive if BlueHalo synergies materialise and defense outlays stay strong.

Risk Analyst

TL;DR: Offering shifts risk from liquidity to equity holders; integration, defense budgets and lock-up expiries remain watch-points.

The refinancing extends maturities and lowers secured leverage, reducing covenant pressure under the Credit Agreement. However, shareholders assume dilution and potential volatility from convertible arbitrage. The goodwill write-down highlights integration execution risk. Exposure to U.S. and allied defense budgets, a key revenue driver, is unchanged. Lock-up roll-offs beginning May-2026 could trigger selling waves. I classify the filing as impactful but balanced; successful capital raise is essential to maintaining investment-grade-like credit metrics post-merger.

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
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^*

Johnston Brett Wade

(Last) (First) (Middle)

C/O QUEST RESOURCE HOLDING CORPORATION

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. VP of Finance and CFO

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

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	06/26/2025		M(1)		6,667	A	(2)	36,226	D
Common Stock	06/26/2025		F		1,976	D	$2.31	34,250	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
Restricted Stock Unit	(2)	06/26/2025		M			6,667	(3)	(3)	Common Stock	6,667	$0	13,333	D

Explanation of Responses:

1. Represents the vesting of one third of the restricted stock units ("RSUs") granted on June 6, 2024. Each RSU represents a contingent right to receive one share of common stock upon vesting.

2. RSUs convert into common stock on a one-for-one basis.

3. One-third of this restricted stock unit grant vested on June 26, 2025 and thereafter, an additional one-third shall vest on each of June 26, 2026 and June 26, 2027.

	/s/ Laura Nisbett, as Attorney-In-Fact	06/30/2025
	** 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.
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.

FAQ

Why is AeroVironment (AVAV) raising $750 million of common stock?

Proceeds will primarily be used to repay $700.2 million of Term Loan debt and $265.1 million of Revolver borrowings, with any remainder for general corporate purposes such as expanding manufacturing capacity.

How much shareholder dilution will result from the equity offering?

The share count will rise from 45,814,275 to 48,511,437, an increase of about 5-6 %, before considering possible note conversions.

What are the terms of the concurrent convertible note offering?

AeroVironment is marketing $600 million of Convertible Senior Notes due 2030, bearing a fixed coupon (rate to be set), with conversion allowed under specified price and event triggers at a 30 % premium.

How did AeroVironment perform financially in FY-2025?

GAAP diluted EPS was $1.55; non-GAAP diluted EPS was $3.28. Adjusted EBITDA increased to $146.4 million from $127.8 million in FY-2024.

What is the status of the BlueHalo merger shares?

The 17,425,849 shares issued to BlueHalo sellers are subject to a lock-up: 40 % release on 1-May-2026, 30 % on 1-Nov-2026, and the final 30 % on 1-May-2027.

Will the equity and convertible offerings both close?

The filings state that neither offering is conditioned on the other; it is possible one closes without the other.