Quest Resource (QRHC) Director Converts RSUs; Receives 20,000 New RSUs

Rhea-AI Filing Summary

Audrey Dunning, a director of Quest Resource Holding Corp (QRHC), reported equity changes driven by vested and newly granted restricted stock units. On 08/12/2025, 10,409 restricted stock units (RSUs) that granted on 08/12/2024 fully vested and converted one-for-one into 10,409 shares of common stock at no cash price. On 08/13/2025 the reporting person received 20,000 new RSUs that are scheduled to vest on 08/13/2026. Following these entries the filing shows the reporting person beneficially owns 48,485 shares of common stock, which includes 28,485 existing shares and RSU/DSU holdings. The filing also discloses 1,893 deferred stock units (DSUs) that will convert to shares upon separation from service. The Form 4 was signed by an attorney-in-fact on 08/14/2025.

Positive

• Alignment with shareholders: RSU vesting and conversion into common stock increases director's direct ownership, aligning incentives.
• Evidence of continued compensation: New grant of 20,000 RSUs on 08/13/2025 signals ongoing retention/compensation under the issuer's plan.

Negative

• No immediate liquidity event: All changes are compensation-related; there are no open-market purchases that would signal external conviction.
• Future dilution potential: The 20,000 RSUs and 1,893 DSUs will convert to shares when vested/paid, increasing outstanding shares in the future.

Insights

Corporate Governance Expert

TL;DR: Director received vested RSUs and new time‑based RSU grant; ownership increased but no cash purchase occurred.

The 10,409 RSUs that vested and converted to common stock represent routine equity compensation for a director, increasing her direct holdings and aligning her interests with shareholders. The subsequent grant of 20,000 RSUs is a standard time‑based award scheduled to vest next year and does not dilute current holders until vesting and issuance. The presence of 1,893 DSUs indicates deferred compensation payable at separation, typical for non-employee directors. All transactions are disclosed as required and show direct beneficial ownership.

Securities Analyst

TL;DR: No open-market trades or cash purchases; changes are driven by compensation plan vesting and new grants.

The filing reports compensation-related movements only: vested RSUs converted into 10,409 shares at $0, and a new grant of 20,000 RSUs subject to future vesting. The reported post-transaction beneficial ownership of 48,485 shares consolidates existing shares plus equity awards. There is no mention of sales, purchases for consideration, or derivative exercises that would affect immediate liquidity or market activity.

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).

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)

242 MEADOWBROOK DRIVE

(Street)

CRANBERRY TOWNSHIP PA 16066

(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)
08/12/2025

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	08/12/2025		M(1)		10,409	A	(2)	28,485	D
Common Stock	08/13/2025		A		20,000(3)	A	(2)	48,485(4)	D
Common Stock								1,893(5)	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)	08/12/2025		M(1)			10,409	(1)	(1)	Common Stock	10,409	$0	0	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted on August 12, 2024 that fully vested on August 12, 2025. 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. Represents RSUs granted on August 13, 2025 and scheduled to fully vest on August 13, 2026. Each RSU represents a contingent right to receive one share of common stock upon vesting. The Reporting Person has reported prior awards of RSUs in Table II of Form 4.

4. Includes (a) 20,000 RSUs that are scheduled to fully vest on August 13, 2026 and (b) 28,485 shares of common stock beneficially owned by the Reporting Person.

5. 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	08/14/2025
	** 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 Audrey Dunning report on Form 4?

She reported the vesting/conversion of 10,409 RSUs into common stock on 08/12/2025, receipt of 20,000 new RSUs on 08/13/2025, and holdings of DSUs.

How many shares does Audrey Dunning beneficially own after these transactions?

The filing reports 48,485 shares of common stock beneficially owned following the reported transactions.

When will the newly granted RSUs vest?

The 20,000 RSUs granted on 08/13/2025 are scheduled to fully vest on 08/13/2026.

What are the 1,893 DSUs reported in the filing?

They are deferred stock units granted under the issuer's 2024 Incentive Compensation Plan that will be issued as shares upon the reporting person's separation from service.

Was there any cash paid for the shares received from vested RSUs?

No cash price was reported; RSU conversion was recorded with a price of $0.