Form 4: QRHC Director Acquires Deferred Stock Units

Quest Resource Holding Corp director Sarah Tomolonius acquired 2,243 deferred stock units at $1.56 per unit, increasing her beneficial ownership.

Summary

• Director Sarah Tomolonius acquired 2,243 Deferred Stock Units (DSUs) of Quest Resource Holding Corp (QRHC) on September 30, 2025.
• The acquisition price for these DSUs was $1.56 per unit.
• These DSUs were granted under the Issuer's 2024 Incentive Compensation Plan.
• The shares underlying these DSUs will be issued upon Ms. Tomolonius's separation from service with the Issuer.
• Following this transaction, Ms. Tomolonius beneficially owns a total of 34,051 DSUs, comprising 18,027 from the 2012 plan and 16,024 from the 2024 plan.
• Additionally, she beneficially owns 44,335 securities, which include 20,000 Restricted Stock Units (RSUs) scheduled to fully vest on August 13, 2026, and 24,335 shares of common stock.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 6

Explanation: The acquisition of deferred stock units by a director, even if compensation-related and part of a 10b5-1 plan, generally indicates alignment of interests and confidence in the company's long-term prospects. It's a neutral to slightly positive signal, as it's not an open market purchase but rather an equity grant.

Positives

• Director Sarah Tomolonius increased her beneficial ownership in Quest Resource Holding Corp by acquiring 2,243 Deferred Stock Units.
• The acquisition was made under the company's 2024 Incentive Compensation Plan, indicating ongoing executive compensation alignment with company performance.
• The transaction was executed under a Rule 10b5-1(c) plan, suggesting a pre-planned and systematic approach to insider trading.

Risks

• The value of the deferred stock units and restricted stock units is tied to the future performance of Quest Resource Holding Corp's common stock.
• The issuance of shares from DSUs is contingent upon the reporting person's separation from service, which introduces a timing uncertainty for conversion to common stock.
• RSUs are subject to a vesting schedule, with 20,000 units vesting on August 13, 2026, meaning they are not immediately available as common stock.

Future Outlook

The filing indicates future share issuance upon the reporting person's separation from service for DSUs and a specific vesting date for RSUs (August 13, 2026), linking future beneficial ownership to these events.

Industry Context

This is an insider transaction report, reflecting ongoing executive compensation practices within the company, which is a common aspect across various industries.

Comparison to Industry Standards

• The use of Deferred Stock Units (DSUs) and Restricted Stock Units (RSUs) as part of executive compensation is a standard practice in publicly traded companies, aligning executive interests with shareholder value over the long term.
• The establishment of a Rule 10b5-1(c) plan for stock transactions is a common corporate governance practice to mitigate concerns about insider trading by pre-scheduling trades.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased alignment of a director's interests with long-term shareholder value through equity grants.
• Employees: The use of incentive compensation plans (2012 and 2024 plans) suggests a structured approach to employee and executive retention and motivation.

Next Steps

• Issuance of shares underlying DSUs upon Sarah Tomolonius's separation from service with Quest Resource Holding Corp.
• Vesting of 20,000 Restricted Stock Units on August 13, 2026.

Key Dates

Recommendation

This Form 4 filing reports a routine insider transaction involving the acquisition of deferred stock units as part of an incentive compensation plan, executed under a 10b5-1 plan. While it indicates continued alignment of a director's interests with the company, it does not provide new fundamental information about the company's operational or financial performance that would warrant a change in investment recommendation. It is a neutral event for immediate stock price action, thus a 'hold' recommendation is appropriate.

Keywords

Quest Resource Holding Corp, QRHC, Form 4, Insider Trading, Deferred Stock Units, DSU, Restricted Stock Units, RSU, Director, Stock Acquisition, Executive Compensation, 10b5-1 Plan