[Form 4] Quest Resource Holding Corporation Insider Trading Activity

Rhea-AI Filing Summary

Quest Resource Holding Corp (QRHC) director Audrey Dunning made an open-market purchase of common stock on 09/02/2025, acquiring 4,000 shares at $1.824 per share. After the purchase the filing reports 52,485 shares beneficially owned directly, which the filer clarifies includes 20,000 restricted stock units (RSUs) scheduled to vest on August 13, 2026 and 32,485 already owned shares. The filing also reports 1,893 deferred stock units (DSUs) that will convert to shares upon the reporting person’s separation from service. The Form 4 was signed by an attorney-in-fact on 09/04/2025.

Insights

Financial Analyst

TL;DR: Small insider purchase and outstanding equity awards modestly increase director's stake; not materially transformative for capitalization.

The director purchased 4,000 shares at $1.824, increasing reported direct beneficial ownership to 52,485 shares, which includes 20,000 RSUs that vest on 08/13/2026. The transaction is an open-market purchase (code P) and represents an incremental ownership change rather than a large-scale acquisition. The 1,893 DSUs are deferred and will convert to shares only upon separation, so they do not currently increase transferable ownership. Overall, the trade signals a nominal insider purchase but is unlikely to be material to QRHC's market capitalization or control structure.

Corporate Governance Expert

TL;DR: Filing shows routine director equity activity and outstanding compensation awards; governance implications are limited.

The Form 4 discloses a standard open-market purchase by a director and the presence of equity-based compensation (RSUs and DSUs). The RSUs vest in 2026, aligning director incentives with shareholder value over time. DSUs are deferred units payable on separation, a common governance compensation mechanism. No option exercises, dispositions, or other unusual transactions are reported. From a governance perspective, this is routine disclosure consistent with director compensation practices.

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

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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^*

Dunning Audrey

(Last) (First) (Middle)

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)
09/02/2025

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	09/02/2025		P		4,000	A	$1.824	52,485(1)	D
Common Stock								1,893(2)	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. Includes (a) 20,000 RSUs that are scheduled to fully vest on August 13, 2026 and (b) 32,485 shares of common stock beneficially owned by the Reporting Person.

2. 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.

	/s/ Brett W. Johnston, as Attorney-in-Fact	09/04/2025
	** 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

What transaction did Audrey Dunning report on Form 4 for QRHC?

The Form 4 reports an open-market purchase of 4,000 shares of Quest Resource Holding Corp at $1.824 per share on 09/02/2025.

How many shares does Audrey Dunning beneficially own after the reported transaction?

The filing reports 52,485 shares beneficially owned directly after the transaction, which includes 20,000 RSUs scheduled to vest on 08/13/2026.

What are the DSUs reported in the Form 4 and when convert to shares?

The Form 4 reports 1,893 deferred stock units (DSUs) granted under the 2024 Incentive Compensation Plan; these DSUs will be issued as common stock upon the reporting person’s separation from service.

When was the Form 4 signed and by whom?

The Form 4 was signed on behalf of the reporting person by Brett W. Johnston, as Attorney-in-Fact on 09/04/2025.

Do the RSUs and DSUs currently represent transferable common stock?

No. The 20,000 RSUs are scheduled to vest on 08/13/2026 and the 1,893 DSUs convert to shares only upon separation from service; they are not presently transferable common stock.