[Form 4] Quest Resource Holding Corporation Insider Trading Activity

Rhea-AI Filing Summary

On June 30, 2025, MediaAlpha, Inc. (NYSE: MAX) filed a Form 8-K announcing technology-leadership changes and related compensation matters.

Item 5.02 – Executive transition. Chief Technology Officer Eugene Nonko resigned effective June 30, 2025, and simultaneously entered into a Fifth Amendment to his employment agreement to remain as Chief Architect, a non-executive individual-contributor role.

• Base salary: unchanged at $550,000 for 2025.
• Cash incentive bonus: 100 % of salary for 1H25 and 70 % for 2H25, delivering a blended 85 % target, or $467,500, subject to the same corporate metrics used for other senior executives.
• Equity awards: (1) Previously granted RSUs with a $2.75 million grant-date value (50 % of his $5.5 million CTO target opportunity); (2) an additional RSU award valued at $750,000 will be granted 15 July 2025, calculated by dividing $750,000 by the 20-day average share price. All RSUs vest in 16 equal quarterly instalments beginning 15 Aug 2025, contingent upon continued service.

The amendment is filed as Exhibit 10.1.

Item 7.01 – Regulation FD. The company furnished a press release (Exhibit 99.1) announcing the appointment of Amy Yeh as the new Chief Technology Officer. The information under Item 7.01 is considered “furnished,” not “filed,” under the Exchange Act.

Positive

• Retention of expertise: Eugene Nonko remains as Chief Architect, preserving institutional knowledge despite stepping down as CTO.
• Performance-linked compensation: Majority of incremental pay is in RSUs and bonus tied to company metrics, aligning incentives with shareholder value.
• Clear succession: Appointment of Amy Yeh as new CTO provides leadership continuity and may strengthen the technology function.

Negative

• Leadership transition risk: Change in CTO position could disrupt ongoing technology projects and strategy execution.
• Equity dilution: Additional $750k RSU grant adds to share count, albeit modestly, and vests over four years.
• Ongoing high cash cost: $550k base salary and up to $467.5k cash bonus maintain a sizable fixed expense for a non-executive role.

Insights

Securities Analyst

TL;DR: Leadership hand-off appears orderly; Nonko retained, new CTO named; compensation largely stock-based; minimal immediate financial impact.

The 8-K outlines an internal succession: Eugene Nonko steps down as CTO yet stays on as Chief Architect. Retaining him preserves product architecture knowledge while transferring executive oversight to Amy Yeh (details in Exhibit 99.1). His cash cost remains flat at $550k, and bonus opportunity aligns with peers, limiting incremental expense. The additional $750k RSU grant is small relative to MediaAlpha’s equity base and vests over four years, reducing near-term dilution. Because no operational guidance changed, I view the disclosure as neutral for valuation but reassuring regarding continuity.

Corporate Governance Expert

TL;DR: Smooth succession and performance-linked pay align with shareholder interests; modest dilution risk; execution continuity still needs monitoring.

From a governance lens, MediaAlpha followed best practice by promptly disclosing the CTO transition, filing the exact amendment, and structuring Mr. Nonko’s pay with a high equity component that vests quarterly, encouraging retention and performance. Appointing Amy Yeh signals board attention to leadership depth. Potential concerns include concentration of technical knowledge and incremental equity issuance, but those risks are bounded by the limited $750k award size. Overall impact on shareholders is neutral to slightly positive.

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^*

Moss Perry W.

(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)
	President and CEO

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)	257,933	D
Common Stock	06/26/2025		F		2,058	D	$2.31	255,875(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
Restricted Stock Unit	(2)	06/26/2025		M			6,667	(4)	(4)	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 26, 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. Includes (a) 13,333 RSUs that are scheduled to vest in two equal installments on June 26, 2026 and June 26, 2027, (b) 214,600 RSUs that are scheduled to vest in three equal installments on March 12, 2026, March 12, 2027 and March 12, 2028, (c) 5,537 shares of deferred stock units ("DSUs") (such shares of common stock underlying such DSUs shall be issued upon the Reporting Person's separation from service with the Issuer) and (d) 22,405 shares of common stock beneficially owned by the Reporting Person.

4. One-third of this RSU 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 did MediaAlpha (MAX) file this Form 8-K?

To disclose the resignation of CTO Eugene Nonko, his new Chief Architect role, related compensation changes, and the appointment of Amy Yeh as CTO.

What is Eugene Nonko’s 2025 compensation after becoming Chief Architect?

Base salary: $550,000. Target bonus: 85 % of salary ($467,500). RSUs: $2.75 M previously plus $750k new grant vesting quarterly.

How will the new $750,000 RSU award be calculated?

The number of RSUs equals $750,000 divided by the average closing price of MAX shares over the 20 trading days ending the Friday before 15 Jul 2025.

When do the RSUs granted to Eugene Nonko vest?

All RSUs, including the new $750k grant, vest in 16 equal quarterly instalments starting 15 Aug 2025, subject to continuous service.

Who is MediaAlpha’s new Chief Technology Officer?

The press release furnished as Exhibit 99.1 announces the appointment of Amy Yeh as Chief Technology Officer effective June 30, 2025.