Quest Resource (QRHC) Director Reports DSU Acquisition and RSU Holdings

Rhea-AI Filing Summary

Quest Resource Holding Corp. director Sarah Tomolonius reported a Section 16 Form 4 showing a non-derivative acquisition on 08/31/2025. The filing records the acquisition of 1,871 shares (reported as deferred stock units) at a price of $1.87 each under the companys 2024 Incentive Compensation Plan; those DSUs will convert into common stock upon her separation from service. The filing also discloses a total of 31,808 shares beneficially owned following the reported transaction and an aggregate position of 44,335 common-stock-equivalent interests that includes 20,000 RSUs scheduled to vest on August 13, 2026.

Positive

• Acquisition disclosed: Reporting person acquired 1,871 deferred stock units at $1.87 each on 08/31/2025 under the 2024 Incentive Compensation Plan.
• Notable beneficial ownership: The filing shows 31,808 shares beneficially owned following the reported transaction and an aggregate of 44,335 common-stock-equivalent interests including RSUs.
• RSU vesting schedule disclosed: 20,000 RSUs are scheduled to fully vest on August 13, 2026, providing clear timing for potential dilution.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director acquired 1,871 DSUs at $1.87; reflects routine compensation-related ownership changes, not a market-moving transaction.

The Form 4 documents a standard director compensation event: issuance of deferred stock units and existing restricted stock units and shares. The acquisition price of $1.87 for the 1,871 units is explicitly stated and the issuer will deliver shares upon separation, indicating these are compensation deferrals rather than open-market purchases. The presence of 20,000 RSUs with a known vest date (August 13, 2026) is relevant for future share dilution timing. Overall, this is an informational insider filing without explicit indications of extraordinary corporate action.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard governance practices for director compensation and Section 16 reporting.

The filing identifies the reporting person as a director and shows DSUs granted under the 2012 and 2024 Incentive Compensation Plans and RSUs that vest in 2026. The DSU conversion upon separation is clearly disclosed, which is consistent with deferred-compensation governance norms. No amendments, related-party transactions, or unusual indirect ownership structures are disclosed in this Form 4; the filing appears to be a routine compensation-related disclosure.

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^*

Tomolonius Sarah

(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)
08/31/2025

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	08/31/2025		A		1,871(1)	A	$1.87	31,808(2)	D
Common Stock								44,335(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

Explanation of Responses:

1. 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.

2. The reported securities include (a) 18,027 deferred stock units ("DSUs") granted under the Issuer's 2012 Incentive Compensation Plan and (b) 13,781 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.

3. Includes (a) 20,000 RSUs that are scheduled to fully vest on August 13, 2026 and (b) 24,335 shares of common stock beneficially owned by the Reporting Person.

	/s/ Brett W. Johnston, as Attorney-in-Fact	09/02/2025
	** 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 transaction did Sarah Tomolonius report on Form 4 for QRHC?

The Form 4 reports the acquisition of 1,871 deferred stock units (DSUs) at $1.87 per unit on 08/31/2025 under the 2024 Incentive Compensation Plan.

How many shares does the reporting person beneficially own after the reported transaction?

The filing states the reporting person beneficially owned 31,808 shares following the reported transaction.

Does the Form 4 disclose any restricted stock units (RSUs) and their vesting?

Yes. The filing discloses 20,000 RSUs that are scheduled to fully vest on August 13, 2026.

Will the DSUs convert into shares immediately?

No. The explanation states the shares underlying the DSUs will be issued upon the Reporting Person's separation from service with the issuer.

Is the reporting person an officer or director of QRHC?

The Form 4 marks the reporting person as a Director of Quest Resource Holding Corp.