Quest Resource (QRHC) Forms: CFO Receives 40,000 RSUs, Three-Year Vesting

Rhea-AI Filing Summary

Brett W. Johnston, Sr. VP of Finance and CFO of Quest Resource Holding Corp (QRHC), was granted 40,000 restricted stock units (RSUs) on August 13, 2025. Each RSU represents a contingent right to one share of common stock upon vesting and the award is governed by the Issuer's 2024 Incentive Compensation Plan. The RSUs vest in three equal annual installments beginning August 13, 2026. Following this grant and previously reported RSUs, the reporting person beneficially owns 87,583 shares or RSU equivalents, comprised of previously reported 13,333 RSUs, the new 40,000 RSUs, and 34,250 actual shares. The Form 4 was signed August 14, 2025.

Positive

• 40,000 RSUs granted to the CFO on 08/13/2025, increasing long-term alignment with shareholders
• Vesting over three years (one-third each year) supports retention and continued service
• Total beneficial ownership reported as 87,583 shares/RSU equivalents, combining prior RSUs and owned shares
• No cash exercise price at grant (reported price $0), indicating a direct service-based award rather than a purchase)

Negative

• None.

Insights

Financial Analyst

TL;DR: A routine executive RSU grant increases insider alignment without immediate cash flow impact.

The 40,000 RSU award to the CFO is a standard equity-based compensation tool designed to align management incentives with shareholders. The three-year cliff/graded vesting schedule spreads service-based retention incentives over time. The report quantifies total insider holdings at 87,583 shares/RSU equivalents, combining prior RSUs and owned shares, which modestly raises the executive's stake in the company. There is no cash purchase or exercise price required at grant.

Corporate Governance Expert

TL;DR: Grant follows typical compensation governance practices; vesting schedule supports retention.

The grant is governed by the 2024 Incentive Compensation Plan and vests in three equal annual installments, consistent with common governance practices to promote long-term focus and retention. The filing clearly discloses prior reported RSUs and current beneficial ownership, which supports transparency for stakeholders monitoring insider holdings and potential dilution upon vesting.

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^*

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)
08/13/2025

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	08/13/2025		A		40,000(1)	A	$0	87,583(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. Represents restricted stock units ("RSUs") granted to the Reporting Person on August 13, 2025 (the "Grant Date") and is subject to the terms and conditions of the Issuer's 2024 Incentive Compensation Plan. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon vesting. The RSUs are scheduled to vest as follows: one-third upon the first anniversary of the Grant Date, one-third upon the second anniversary of the Grant Date, and one-third upon the third anniversary of the Grant Date. The Reporting Person has reported prior awards of RSUs in Table II of Form 4.

2. Includes (a) 13,333 RSUs, which the reporting person previously reported on Table II of Form 4, that are scheduled to vest in two equal installments on June 26, 2026 and June 26, 2027, (b) 40,000 RSUs that are scheduled to vest in three equal installments on August 13, 2026, August 13, 2027 and August 13, 2028 and (c) 34,250 shares of common stock beneficially owned by the Reporting Person.

	/s/ Brett W. Johnston	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did QRHC insider Brett W. Johnston receive on August 13, 2025?

He was granted 40,000 restricted stock units (RSUs) under the Issuer's 2024 Incentive Compensation Plan.

When do the 40,000 RSUs granted to the QRHC CFO vest?

They vest in three equal installments: one-third on each of August 13, 2026, 2027 and 2028.

What is Brett Johnston's total beneficial ownership after the grant?

The filing reports 87,583 shares/RSU equivalents, comprised of 13,333 prior RSUs, 40,000 new RSUs, and 34,250 owned shares.

Was there a purchase price for the RSUs reported on the Form 4?

The transaction is reported with a price of $0, reflecting a grant of RSUs rather than a cash purchase.

Where is the RSU award governed?

The award is subject to the terms and conditions of Quest Resource Holding Corp's 2024 Incentive Compensation Plan.