UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K


	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

     

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                       to

Commission file number 001-36451

Quest Resource Holding Corporation

(Exact Name of Registrant as specified in its Charter)

     Nevada

     51-0665952

     (State or Other Jurisdiction of
Incorporation or Organization)

     (I.R.S. Employer
Identification No.)

~~3481~~433 ~~Plano~~E. ~~Parkway~~Las Colinas Boulevard, Suite ~~100~~675

~~The Colony~~Irving, Texas ~~75056~~75039

(Address of Principal Executive Offices and Zip Code)

(972) 464-0004

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol

     Name of each exchange on which registered

     Common Stock, par value $.001 per share

     QRHC

     Nasdaq

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No 

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes  No 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  Accelerated filer  Non-accelerated filer  Smaller reporting company  Emerging growth company 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 

The aggregate market value of the Common Stock held by non-affiliates of the Registrant, based on the closing price of such shares as quoted on the Nasdaq Stock Market on June 30, ~~2024~~2025 was $~~107~~20,~~164~~761,~~587~~804. For purposes of this computation, all officers, directors, and 10% beneficial owners of the Registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors, or 10% beneficial owners are, in fact, affiliates of the Registrant.

The number of shares of Registrant’s Common Stock outstanding as of March 32, ~~2025~~2026, was 20,~~606~~959,~~395~~751.

TABLE OF CONTENTS

	Page
PART I
Item 1. Business	1
Item 1A. Risk Factors	7
Item 1B. Unresolved Staff Comments	1718
Item 1C. Cybersecurity	1718
Item 2. Properties	1819
Item 3. Legal Proceedings	1819
Item 4. Mine Safety Disclosures	1819
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1920
Item 6. [Reserved]	1920
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1920
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	2628
Item 8. Financial Statements and Supplementary Data	2628
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2728
Item 9A. Controls and Procedures	2728
Item 9B. Other Information	2728
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	28
PART III
Item 10. Directors, Executive Officers and Corporate Governance	29
Item 11. Executive Compensation	35
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4041
Item 13. Certain Relationships and Related Transactions, and Director Independence	4143
Item 14. Principal Accountant Fees and Services	4243
PART IV
Item 15. Exhibits and Financial Statement Schedules Item 16. Form 10-K Summary SIGNATURES	4344 4750 4851

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this Annual Report on Form 10-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). All statements other than statements of historical facts contained or incorporated herein by reference in this Annual Report on Form 10-K, including statements regarding our future operating results, future financial position, business strategy, objectives, goals, plans, prospects, and markets, and plans and objectives for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “ targets,” “contemplates,” “projects,” “predicts,” “may,” “might,” “plan,” “will,” “would,” “should,” “could,” “can,” “potential,” “continue,” “objective,” or the negative of those terms, or similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. All forward-looking statements included herein are based on information available to us as of the date hereof and speak only as of such date. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. The forward-looking statements contained in or incorporated by reference into this Annual Report on Form 10-K reflect our views as of the date of this Annual Report on Form 10-K about future events and are subject to risks, uncertainties, assumptions, and changes in circumstances that may cause our actual results, performance, or achievements to differ significantly from those expressed or implied in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, performance, or achievements. A number of factors could cause actual results to differ materially from those indicated by the forward-looking statements and other risks detailed from time to time in our reports to the Securities and Exchange Commission (the “SEC”).

Specific forward-looking statements in this Annual Report on Form 10-K include, but are not limited to, our belief that our recycling services are comprehensive, innovative, and cost -effective; our belief that a disciplined approach to customer acquisition is enabling us to renew and grow business that contributes to profitable growth; our belief that we are not exposed to significant currency or credit risks arising from our cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, deferred revenue, and notes payable; our belief that by developing and aggregating strategic solutions, we are unique in our ability to offer comprehensive national solutions in the highly fractionalized waste, disposal, and recycling service business; our plan to expand to serve growing industries that we do not currently service, but that generate waste streams and recyclables that can benefit from our ability to manage a large variety of waste streams and recyclables, respond quickly to service requests, and provide what we consider to be industry-leading collection, processing, and data reporting; our plan to expand the types of waste streams and recyclables covered by our services; our plan to capitalize on the significant market, technology, and process opportunities available in the environmental and recycling services industry; our plan to identify, investigate, develop, and deliver new technologies and processes that we believe have the potential to contribute additional economic and financial value; our intention to continue to enhance the comprehensive, one-stop recycling services that we provide for the waste streams and recyclables produced by our business customers; our intention to emphasize the monetary advantages of recycling by demonstrating to businesses their ability to capture the commodity value of their waste streams and recyclables, reduce their disposal costs, enhance their management of environmental risks, enhance their legal and regulatory compliance, and achieve their sustainability goals; our intention to continue to expand the customer base for our services by focusing on the expertise we have gained and the value proposition that we offer to our business customers in terms of lower overall removal costs, recyclable commodity value, flexible programs, broad service offerings, and a national footprint that we believe provides us with competitive advantages in expanding our customer base; our intention to leverage the demands by governmental authorities and by the public to expand efforts to recycle materials because of concerns about sustainability, greenhouse gases, global warming, pollution, and other environmental concerns; our expectation that the recycling industry will continue to increase as landfill space decreases and businesses and consumers seek alternatives to delivering their recyclables and disposables to landfills; our expectation that the Environmental Protection Agency (“EPA”) and state and local governments will continue the present trend of restricting the amount of potentially recyclable material bound for landfills; our belief that governmental restrictions, along with the economic value of recyclables, may create additional opportunities as proper disposal of materials becomes more specialized; our goal to be a leading environmental services company; the key elements of our strategy to achieve our goals; our plans to continue to broaden the range of industries we serve and the nature and extent of the services we provide, which enables us to constantly target new customers and provide additional services to existing customers; our belief that there is a need among those interested in the environment for a convenient, efficient, and centralized gathering place to obtain and share news and information; our plan to increase our sales and marketing efforts; our strategic goal to continue to diversify our customer base; our intention to conduct our operations in compliance with applicable laws and regulations and to assist our customers in their compliance with applicable environmental laws and regulations; our plan to continue to pursue an “asset light” strategy that utilizes third-party vendors or subcontractors for the collection, sorting, and processing of recyclable and waste materials for businesses; our belief that this strategy results in a scalable business model; our expectations regarding capital expenditures; our plan to increase our recycling and waste services business; our expectations regarding our capital requirements and the uses of such capital; our belief that there is significant competition for qualified personnel with the skills and knowledge that we require; our expectation that we will enter into strategic alliances; our plan to review strategic opportunities to buy other businesses that would complement our current service offerings, expand the scope of our service offerings, expand the breadth of our markets and sales channels, enhance our technical capabilities, or otherwise offer growth opportunities; our acquisition strategy; our intent to further acquire other businesses; our belief that we are well positioned to identify and evaluate acquisition candidates and assess their growth prospects; our belief that we are regarded as an attractive acquirer; our intention to issue additional securities

pursuant to our equity incentive plan and our employee stock purchase plan may issue equity or convertible securities in the future; our plan to retain any future earnings to finance our operations and growth plans; and our belief that our existing cash and cash equivalents, available borrowing under our credit facilities, placements of our securities, and cash expected to be generated from operations will be sufficient to fund our operations for the next 12 months.

All forward-looking statements included herein are based on information available to us as of the date hereof and speak only as of such date. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. The forward-looking statements contained in or incorporated by reference into this Annual Report on Form 10-K reflect our views as of the date of this Annual Report on Form 10-K about future events and are subject to risks, uncertainties, assumptions, and changes in circumstances that may cause our actual results, performance, or achievements to differ significantly from those expressed or implied in any forward-looking statement.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, performance, or achievements. A number of factors could cause actual results to differ materially from those indicated by the forward-looking statements, including the demand for our services; the state of the U.S. economy in general and the recycling and waste collection and disposal industry in particular; general economic conditions and the potential effect of inflationary pressures on our costs of doing business; the potential for increased regulation of waste, landfills, recyclable materials, and other environmental concerns; speculation concerning waste and recyclable materials and their impact on the environment; the commodity value of our customers’ waste streams; our growth opportunities; our anticipated growth; our ability to increase demand for our services in various markets; the position of our services in the recycling and waste collection and disposal industry; our strategies; our ability to introduce new service offerings; the success of new service offerings; our ability to expand into other markets and industries; our ability to integrate acquired businesses in a successful manner; the general growth of our recycling services business; and other risks detailed from time to time in our reports to the SEC, including this Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025.

PART I

ITEM 1. BUSINESS

Overview

Quest Resource Holding Corporation (“Quest”, “the Company”, “our company,” “we,” “us” and “our”) is a national provider of waste and recycling management services to customers from across multiple industry sectors that are typically larger, multi-location businesses. We create customer-specific programs and perform the related services for the collection, processing, recycling, disposal, and tracking of waste streams and recyclables to maximize resource utilization. Our programs and services enable our customers to address their business, sustainability and Environmental, Social and Governance (“ESG”) goals and responsibilities while also receiving optimized operational efficiencies and lower costs.

We believe our services are comprehensive, innovative, and cost -effective. Our services are designed to enable our business customers to capture the commodity value of their waste streams and recyclables, better manage their disposal and total operating costs, enhance their management of environmental risks, enhance their legal and regulatory compliance, and achieve their business and environmental goals while maximizing the efficiency of their assets. Our services currently focus on the waste streams and recyclables from big box and small box retailers, including grocers and other specialty retailers; transportation, logistics, and fleet operators; manufacturing and industrial facilities; automotive after-market operations such as automotive maintenance, quick lube, dealerships, and collision repair; ~~multi-family~~multifamily and commercial properties; restaurant chains and food operations; and construction and demolition projects. We currently concentrate on recycling programs for ~~recycling~~the following items: cardboard, pallets, wood waste, metal, glass, motor oil and automotive lubricants, oil filters, scrap tires, oily water, goods destruction, food waste, meat renderings, cooking oil and grease trap waste, plastics, mixed paper, construction debris, as well as a large variety of regulated and non-regulated solid, liquid, and gas wastes. In addition, we offer products such as antifreeze and windshield washer fluid, dumpster and compacting equipment, and other minor ancillary services.

Quest optimizes the waste management and recycling processes and equipment utilization for our customers, which lowers costs and provides scalable efficiency. We uncover hidden cost increases by auditing invoices and disallowing unauthorized charges and fees. We provide consolidation for all invoices, reporting, and remittance, further simplifying the waste management and recycling process for customers. We ensure the frequency of our customers’ services align directly with the volume of waste they generate.

Quest also provides information and data that tracks and reports the detailed transactional and environmental results of our services and provides actionable data to improve business operations. The data we generate enables our customers to address their environmental goals and responsibilities and to report to internal and external parties such as employees, investors, business partners, and governmental agencies.

Our services are primarily tailored to large, Fortune 1000 businesses and are applicable across multiple and diverse industry sectors. Our service offerings are broad and include a wide range of environmental and waste management solutions. These services range from traditional waste management to managing more than 150 different types of waste streams and recyclable materials.

Industry Overview

The waste and recycling market in North America ~~was~~is ~~approximately~~large ~~$200 billion in 2019 according to Allied Market Research~~ and isprimarily ~~greatly~~ driven by the solid waste collection and disposal business. The ~~size of the~~ recycling industry has ~~increased~~expanded in recent years and is expected to continue toexpanding. ~~increase~~Rising asdisposal ~~environmental concerns increase~~costs, landfill ~~space~~capacity ~~decreases~~constraints, ~~businesses~~ and ~~consumers~~operational ~~seek~~efficiency ~~alternatives~~considerations toare ~~delivering~~driving ~~their~~businesses ~~recyclables~~ and ~~disposables~~consumers to ~~landfills,~~divert ~~and~~recyclables ~~businesses are subject to increased expectations to exhibit~~ and ~~report~~waste onaway ~~their~~from ~~environmental~~landfills, ~~actions~~particularly ~~and~~as ~~impact. ESG~~alternative ~~reporting~~solutions ~~requirements~~become ~~have~~increasingly ~~driven~~cost ~~demand for comprehensive and reliable data~~competitive. ~~Although~~ ~~society~~At ~~and industry have increased~~ the ~~awareness~~same oftime, ~~environmental~~businesses ~~issues,~~face ~~such~~heightened asexpectations ~~recycling,~~to ~~reuse,~~demonstrate and ~~proper~~report ~~disposal,~~on ~~waste~~their ~~production also continues to increase. Because of~~ environmental ~~concerns,~~actions ~~local government regulations,~~ and ~~cost factors, it has become increasingly difficult to obtain the necessary permits to build any new landfills~~impact. ~~There~~In isaddition, ~~recognition by U.S. public agencies~~regulatory, ~~businesses~~customer, and ~~consumers~~investor ~~that~~expectations ~~many~~for ~~items~~data ~~deposited~~accuracy inand ~~landfills~~cost transparency have ~~commodity~~increased ~~value~~demand ~~or usability as material~~ for ~~new~~comprehensive ~~products. Improvements in recycling~~ and ~~reuse~~reliable ~~technologies~~waste and ~~efficient secondary markets for recycled commodities have made~~ recycling ~~a cost-attractive alternative~~data.

~~Regulatory~~Although ~~measures~~society and ~~more~~industry ~~stringent~~have ~~control~~increased ofawareness ~~material bound for disposal make the management~~ of ~~solid~~environmental ~~waste~~issues, asuch ~~difficult~~as ~~problem.~~recycling, ~~The EPA~~reuse, and ~~state~~proper ~~and~~disposal, ~~local~~waste ~~governments~~production ~~are~~also ~~generally~~continues ~~expected~~ to ~~continue~~increase. ~~the~~Because ~~present trend~~ of ~~restricting~~environmental ~~the~~concerns, ~~amount~~local ofgovernment ~~potentially recyclable material bound for landfills. Governmental authorities have passed~~regulations, orand ~~are~~cost ~~reported to be contemplating~~factors, ~~measures~~it ~~that~~has ~~require~~become ~~industrial~~increasingly ~~and~~difficult ~~commercial companies~~ to ~~recycle~~obtain ~~all or a portion of their disposable materials and restrict~~ the ~~percentage~~necessary ofpermits ~~recyclable~~to ~~materials~~build in any ~~commercial~~new ~~load~~landfills. ofThere ~~disposable~~is ~~material. We~~recognition ~~believe~~by ~~that~~U.S. ~~these~~public ~~measures~~agencies, ~~along~~businesses, ~~with~~and ~~the~~consumers ~~economic~~that ~~value~~many ofitems ~~recyclable~~deposited ~~materials,~~in ~~may~~landfills ~~create~~have ~~additional~~commodity ~~opportunities~~value asor ~~proper~~usability ~~disposal~~as ofmaterial ~~materials~~for ~~becomes~~new ~~more specialized~~products. ~~Some~~Improvements ~~large~~in ~~industrial~~recycling and ~~commercial~~reuse ~~companies~~technologies ~~have in-house personnel that handle their solid waste management~~ and ~~recycling~~the ~~responsibilities,~~development ~~but many have found that in-house handling~~ of ~~these~~secondary ~~responsibilities~~markets ~~may~~for ~~not~~recycled becommodities anhave ~~effective~~made ~~solution~~recycling ~~without~~a ~~adequate~~potentially ~~knowledge,~~cost-attractive ~~experience,~~alternative ~~resources,~~to ~~and~~landfilling ~~staff~~under ~~support. We~~certain ~~offer~~market ~~these companies and other establishments a solution to this increasing burden~~conditions.

~~Our~~Regulatory ~~Strategy~~measures and more stringent control of material bound for disposal make the management of solid waste a difficult problem. The Environmental Protection Agency (“EPA”), and state and local governments are generally expected to continue the present trend of restricting the amount of potentially recyclable material bound for landfills. Governmental authorities have passed, or are reported to be contemplating, measures that require industrial and commercial companies to recycle all or a portion of their disposable materials and restrict the percentage of recyclable materials in any commercial load of disposable material.

~~Our~~In ~~goal~~addition, iscertain tostates behave aadopted, ~~leading~~and ~~environmental~~others ~~services~~are ~~company. Key~~considering, ~~elements~~Extended ofProducer ~~our~~Responsibility ~~strategy~~(“EPR”) laws that shift financial, operational, and reporting obligations for packaging and other materials to ~~achieve~~producers ~~our~~and ~~goal~~brand ~~include~~owners. ~~the~~These ~~following:~~requirements increase compliance complexity, data management needs, and total program costs, particularly for companies operating across multiple jurisdictions.

Offer Complete Waste and Recycling Services. We intend to continue to enhance the comprehensive, one-stop services that we provide for the waste streams and recyclables produced by our business customers.

Expand our Customer Base. We intend to continue to expand the customer base for our services by focusing on the expertise we have gained and the value proposition that we offer to our business customers in terms of overall improved waste program economics, recyclable commodity value, flexible programs, broad service offerings, data reporting, and national capacities that we believe provides us with competitive advantages in expanding our customer base.

~~Expand~~We ~~into~~believe ~~New~~that ~~Customer~~these ~~Verticals. We~~measures, ~~plan~~along towith ~~expand~~the toeconomic ~~serve~~value ~~growing~~of ~~industries~~recyclable ~~that~~materials, wemay docreate ~~not~~additional ~~currently~~opportunities ~~service,~~as ~~but~~proper disposal of materials becomes more specialized. Some large industrial and commercial companies have in-house personnel that ~~generate~~handle their solid waste ~~streams~~management and ~~recyclables~~recycling responsibilities, but many have found that ~~can~~in-house ~~benefit~~handling ~~from~~of ~~our~~these ~~ability~~responsibilities tomay ~~manage~~not abe ~~large~~an ~~variety~~effective ofsolution ~~waste~~without ~~streams~~adequate ~~and~~knowledge, ~~recyclables~~experience, ~~respond~~market ~~quickly~~intelligence toand ~~service~~leverage, ~~requests~~resources, and ~~provide~~staff ~~what~~support. weWe ~~consider~~offer ~~industry-leading~~these ~~collection~~companies and other establishments a solution to this increasing burden by providing centralized waste and recycling management, ~~processing~~data visibility, vendor oversight, and ~~data~~program ~~reporting.~~optimization across multiple locations and waste streams.

~~Emphasize~~Our Monetary and other Benefits of Recycling. We intend to emphasize the monetary advantages of recycling by demonstrating to businesses their ability to capture the commodity value of their waste streams and recyclables, better manage their disposal and total operating cost, enhance their management of environmental risks, enhance their legal and regulatory compliance, and achieve their business, sustainability, and ESG goals.Strategy

~~Pursue~~Our ~~Strategic~~goal ~~Technologies~~is ~~and Processes. We plan~~ to ~~identify,~~be ~~investigate,~~a ~~develop,~~leading ~~and~~waste ~~deliver new technologies~~ and ~~processes~~recycling ~~that~~managed weservices ~~believe have the potential to contribute additional economic and financial value~~company. We ~~will~~Key ~~leverage~~elements ~~artificial intelligence (AI), the internet-~~of~~-things~~ ~~(IOT), and other leading technologies to improve~~ our ~~customers’~~strategy ~~experience, enhance the gathering and analysis of data for better business insights, and automate processes~~ to ~~improve~~achieve ~~scalability and efficiencies. The application of technologies across~~ our ~~value~~goal ~~chain~~include ~~will help maximize~~ the ~~development of all our strategic initiatives.~~following:

•

~~Expand~~Offer ~~the~~Complete ~~Types~~Waste ofand ~~Materials~~Recycling ~~Covered by our~~ Services. We ~~plan~~intend to ~~expand~~continue ~~the~~to ~~types~~enhance ofthe ~~waste~~comprehensive, ~~streams~~one-stop ~~and~~services ~~recyclables~~that ~~covered~~we byprovide ~~our~~for ~~services.~~the Towaste ~~date,~~streams ~~our~~and ~~revenue~~recyclables ~~has~~produced ~~been~~by ~~generated~~our ~~primarily~~business ~~from~~customers ~~our~~by ~~solutions~~managing ~~for~~multiple ~~used~~waste ~~oil~~streams, ~~oil filters~~vendors, ~~scrap~~service ~~tires~~requirements, ~~grease~~ and ~~cooking~~reporting ~~oil,~~obligations ~~solid~~through ~~waste,~~a ~~food~~centralized ~~waste,~~platform ~~metals~~including invoice auditing, ~~cardboard~~validation, and ~~regulated~~payment ~~materials.~~processing ~~We believe that we can provide value~~ to ~~our~~support ~~business~~cost ~~customers~~control, bybilling ~~servicing~~accuracy, ~~a larger portion of disposable~~ and ~~recyclable~~administrative ~~materials, including additional niche waste streams~~efficiency.

•

~~Pursue~~Expand ~~Strategic~~our ~~Acquisitions~~Customer Base. We ~~plan~~intend to ~~capitalize~~continue onto ~~the~~expand ~~significant market, technology, and process opportunities available in~~ the ~~environmental~~customer ~~and~~base ~~recycling~~for ~~services industry. As a result of~~ our ~~considerable~~services ~~industry~~by ~~experience~~focusing ~~and~~on ~~relationships,~~the weexpertise ~~believe~~ we ~~are~~have ~~well~~gained ~~positioned to identify~~ and ~~evaluate acquisition candidates and assess their growth prospects,~~ the ~~quality~~value ofproposition ~~their~~that ~~management~~we ~~teams,~~offer ~~their~~to ~~reputation~~our ~~with~~business customers, ~~and~~in ~~the~~terms ~~suitability~~ of ~~their~~cost ~~locations.~~control, Wepricing ~~believe~~transparency, weoperational ~~are~~efficiency, ~~regarded~~flexible ~~as an attractive acquiror because of (1) our historical performance of successfully developing~~programs, ~~servicing~~broad ~~and growing customer relationships; (2) the experience and reputation of our management team within the industry; (3) our ability to bring our vendor network to~~ service ~~accounts; (4) our ability to integrate customer service~~offerings, ~~invoicing,~~data ~~accounting and other financial functions into our company~~reporting, ~~which generally enables the management of an acquired company to continue their involvement in the combined company by focusing on existing~~ and ~~new~~national ~~customers;~~capacities ~~(5)~~that ~~the~~we ~~ability~~believe ofprovide ~~management~~us ~~and~~with ~~employees~~competitive ofadvantages ~~acquired companies to participate~~ in expanding our ~~potential~~customer growth and expansion through a combination of stock ownership, performance linked incentives, and career advancement opportunities; and (6) the ability to offer liquidity to the owners of acquired companies through the receipt of common stock or cashbase.

•

~~Maintain~~Expand ~~Virtual~~into ~~Facilities~~New ~~and~~Customer ~~Equipment~~Verticals. We plan to ~~continue~~expand to ~~pursue~~serve angrowing ~~“asset~~industries ~~light” strategy in our core business~~ that ~~utilizes~~we ~~third-party~~do ~~vendors~~not orcurrently ~~subcontractors for the collection~~service, ~~sorting,~~but ~~and~~that ~~processing~~generate ofwaste ~~recyclable~~streams and ~~waste~~recyclables ~~materials~~that ~~for~~can ~~businesses.~~benefit ~~This~~from ~~strategy~~our ~~results~~ability ~~in a scalable business model that enables us~~ to ~~concentrate~~manage ona ~~our~~large ~~core~~variety ~~competencies~~ of ~~developing~~waste ~~service~~streams ~~solutions~~and ~~that~~recyclables, ~~are~~respond ~~better~~quickly ~~aligned~~ to ~~each~~service ~~customer’s~~requests, ~~needs~~ and ~~selling recyclable materials at volumes that~~ provide ~~favorable prices; enables us to render our services on a national basis without the need for an extensive workforce~~scalable, ~~multiple facilities~~compliant, ~~or numerous vehicles; allows us to negotiate with multiple subcontractors to optimize our pricing;~~ and ~~reduces~~data-driven ~~our~~collection, ~~capital~~processing, ~~expenditures~~ and ~~working~~data ~~capital requirements~~reporting.

•

~~Leverage~~Emphasize ~~Governmental~~Cost, Compliance and ~~Social~~Operational ~~Factors~~Benefits ~~Expanding~~of Recycling. We intend to ~~leverage~~emphasize the ~~demands~~economic byand ~~governmental~~operational ~~authorities~~advantages ~~and~~of recycling by ~~the~~demonstrating ~~public~~ to ~~expand~~businesses ~~efforts~~their ability to ~~recycle~~capture ~~materials~~the ~~because~~commodity ofvalue ~~concerns~~where ~~about~~market ~~sustainability,~~conditions ~~greenhouse~~support ~~gases~~it, better manage disposal and ~~other~~total ~~environmental~~operating ~~concerns~~cost, ~~including~~enhance ~~the~~their ~~proliferation~~management of ~~ESG~~environmental ~~initiatives~~and asregulatory ~~evidenced~~risks, byimprove ~~the~~compliance ~~SEC’s~~with ~~recent~~applicable ~~proposed~~laws ~~rules~~and regulations, and support internal reporting requirements and sustainability objectives.

•

Leverage Technology to Reduce Cost to Service and Support Scalable Growth. We are leveraging technology to reduce cost to serve, improve administrative efficiency, and support scalable growth. Our technology initiatives focus on automating manual processes, integrating data across systems, and enhancing analytics to improve visibility into vendor performance, customer programs, and financial controls. We also utilize automation tools, including artificial intelligence (“AI”) and software bots, to support routine workflows, data validation, and reporting functions. These capabilities enable us to manage complex, multi-location customer programs efficiently without proportionate increases in headcount or infrastructure.

•

Expand the Types of Materials Covered by our Services. We plan to expand the types of waste streams and recyclables covered by our services. To date, our revenue has been generated primarily from our solutions for used oil, oil filters, scrap tires, grease and cooking oil, solid waste, food waste, metals, cardboard, and regulated materials. We believe that we can provide value by servicing a broader portion of disposable and recyclable materials, including additional niche and regulated waste streams that require specialized handling, compliance oversight, and reporting. In addition, we are selectively offering certain facility-related services that are adjacent to waste and recycling programs and support site operations, vendor coordination, and compliance, where such services align with customer needs and our asset-light, managed services model.

•

Grow and Optimize our Vast Vendor Network. We plan to continue to pursue an “asset light” strategy in our core business that utilizes third-party vendors or subcontractors for the collection, sorting, and processing of recyclable and waste materials for businesses. This strategy enables a scalable business model that allows us to focus on program design, vendor management, data analytics, and customer service; negotiate with multiple subcontractors to optimize pricing and service levels; and reduce capital expenditures and working capital requirements.

•

Leverage Regulatory and Market Dynamics. We intend to leverage increasing regulatory requirements, landfill capacity constraints, and cost pressures facing businesses, including evolving state and local recycling mandates and EPR regulations, which increase the need for specialized waste and recycling program management, accurate data, and compliance oversight across multiple jurisdictions.

•

Pursue Strategic Acquisitions. We will look to capitalize on the significant market, technology, and process opportunities available in the environmental and recycling services industry. As a result of our considerable industry experience and relationships, we believe we are well positioned to identify and evaluate acquisition candidates and assess their growth prospects, the quality of their management teams, their reputation with customers, and the suitability of their locations.

Our Environmental Services

Waste and Recycling Services

We provide businesses across multiple industry sectors with a single-source, ~~service~~managed services solution for the reuse, recycling, and disposal of a wide variety of waste streams and recyclables generated by their operations. In addition, we ~~help~~assist customers towith ~~safely~~the ~~transport~~transportation, ~~treat~~treatments, and ~~dispose~~disposal of a full spectrum of non-recyclable regulated and non-regulated waste through a coordinated network of third-party service providers.

We provide a single point of contact for managing the wide variety of disposables and recyclables produced which can equate to a single customer simplifying their procurement activities across hundreds of vendors to only one. Our services ~~can~~are designed to help our customers better manage both their operational expenses as well as their administrative expenses, ~~maximize~~manage the value of their recyclable commodities, remove the administrative burden of self-managing waste and recycling processes where market conditions support recovery, comply with federal, state and local regulations, and ~~help~~gain ~~them~~visibility ~~foster~~into ~~environmental~~their ~~stability~~waste and ~~sustainability~~recycling programs through centralized data, reporting, and oversight.

We can provide disposal and recycling services for ~~virtually~~a ~~all~~broad ~~forms~~range of solids and liquids, with our current services being primarily related to cardboard, paper, metals, used motor oil, oil filters, scrap tires, plastics, grease, cooking oil, food waste, expired food products, glass, industrial cleaning (separator cleaning and tank cleaning), construction debris, universal waste (batteries, mercury, lights), regulated waste, and electronic devices.

2Our value proposition to our business customers is focused on enabling more efficient, compliant, and cost-effective waste and recycling program management. We seek to:

•

~~Our~~ensure ~~value~~our ~~proposition~~customers tocan ~~our~~focus ~~business~~on ~~customers~~their iscore ~~simple.~~businesses Weinstead ~~seek~~of day-to-day waste disposal and recycling administration;

•

~~ensure~~provide ~~our~~centralized ~~customers~~oversight ~~can~~of ~~focus~~waste onand ~~their~~recycling ~~core~~programs, ~~businesses~~including ~~instead~~vendor ofcoordination, ~~waste~~invoice ~~disposal~~auditing, and ~~recycling~~service validation, to support cost control and billing accuracy;

•

~~provide~~leverage a ~~single~~broad ~~source~~network of ~~cost-effective~~service ~~choices~~providers ~~for~~to ~~all~~identify ofsolutions ~~their~~aligned ~~waste~~with ~~that~~customer ~~improves overall~~ operational, ~~economics~~regulatory, and ~~maximize~~reporting ~~the value of recyclable commodities~~requirements;

•

~~leverage~~help ~~the~~customers ~~entire~~implement ~~market~~flexible ofprograms ~~available~~designed ~~service options~~ to ~~ensure~~improve ~~the~~operational ~~best~~efficiency ~~solution~~and ~~that~~reduce isreliance ~~fully~~on ~~aligned~~landfill ~~with~~or ~~their~~incineration ~~business~~where ~~and sustainability goals~~feasible;

•

~~help~~provide ~~our~~visibility ~~customers~~into ~~with~~enterprise-wide ~~flexible~~waste ~~programs~~and ~~that~~recycling ~~work~~activity ~~toward~~through ~~operational~~accurate ~~efficiencies, sustainability~~ and ~~ESG~~complete ~~initiatives~~data ~~by lowering the percentage of the waste streams~~ that ~~must~~supports beinternal ~~disposed~~decision-making ofand inexternal ~~landfills~~reporting ~~or by incineration~~requirements;

•

provide ~~crucial~~our ~~visibility~~customers ~~into~~with anexpert, ~~enterprise’s~~market ~~waste~~leveraged ~~and~~procurement ~~recycling~~services ~~program~~for ~~through~~all ~~accurate~~waste and ~~complete~~recycling ~~data that supports more informed decision-making and the reporting of corporate ESG and sustainability initiatives~~needs;

•

mitigate risk by assisting ~~our~~ customers with ~~full~~ regulatory and environmental compliance ~~for their waste and recycling operations~~; and

•

~~provide~~offer ~~our customers with~~ a centralized point of contact with ~~the~~continuous ~~convenience~~customer ~~of 24/7/365~~ support.

Many waste materials (such as scrap metal, cardboard, plastics, used cooking oil, and automotive fluids) may have recoverable commodity value ~~that~~depending ~~can~~on bemarket ~~recovered and converted into new products and resources~~conditions. Recovering valuable materials is a key factor in lower-waste and zero-waste initiatives and presents a profitable opportunity for businesses. The recovery of valuable materials is a strong motivator to educate businesses and consumers about proper disposal.

We provide our services on a national basis as well as in certain international regions. We currently service tens of thousands of locations for various customers throughout the United States (including Puerto Rico) and Canada. Our customers generally have multiple locations, including many with hundreds or even thousands of facilities across a national footprint. Each location typically has multiple waste streams to be serviced, with the number mostly growing as additional materials can be identified and separated for their recovery value. We continue to broaden the range of industries we serve and the nature and extent of the services we provide, which enables us to constantly target new customers and provide additional services to existing customers.

Our recycling services ~~often~~may reduce our customers’ disposal costs by reducing the level of disposable material delivered to landfills and capturing the commodity value of their waste streams and recyclables. We are independent of any specific materials hauler or recycling facility operator, which allows us to seek ~~the~~service ~~best~~options ~~services~~that ~~and~~align ~~optimize~~with ~~the~~customer cost, ofservice, ~~services~~and compliance requirements.

We ~~provide~~coordinate ~~certain industries~~ and ~~businesses~~manage ~~with~~ specialized services, ~~such~~through asthird-party providers, including the following:

•

Solid Waste. We offer cost-effective solid waste ~~collection~~solutions to solidify our position as a one-stop shop for existing and prospective customers. The solid waste business provides incremental revenue streams, rounds out our offerings, and provides opportunities to expand into other specialized services.

•

Automotive, Fleet and Industry Services. We provide a selection of services that include the collection, processing and recycling of scrap tires, HDPE plastics, used oil, used oil filters, parts cleaners, paint wastes, industrial fluids, used antifreeze, regulated waste, wastewater, and spent chemicals. We also offer antifreeze and windshield washer fluid products for business use or resale, which are produced from byproducts of waste processing activities.

•

Food/Organic Waste. We provide recycling programs that focus on the highest use of food waste according to the EPA’s Food Recovery Hierarchy. Our programs focus on various types of food facilities (grocers, manufacturers, distributors, etc.) to capture the maximum amount of food and other organic waste material and to use the most valuable recovery process available to meet their business and sustainability goals. Our program offers a variety of options to meet those goals, including waste reduction, animal feed, waste-to-energy, and compost/land application/soil treatment.

•

Recycling Services. In addition to recycling many of the above-mentioned waste streams, we also collect and recycle waste streams that are unique to certain manufacturing facilities and can often be sold as commodities to offset operating costs for customers.

•

Solid Waste and Recycling Equipment. We offer turnkey equipment solutions to help further reduce waste, improve operational efficiencies, and reduce total cost of operations. Standard and custom-built equipment is available to meet the exact site and operational needs of the customer. Purchase and rental options are available to support the customer’s budget needs, along with certified used and new equipment options.

•

Construction Services. We help construction site managers across the United States recycle construction waste, including cardboard, plastics, metal, pallets, wood, drywall, and concrete. In addition, we provide temporary containers, offices, storage, toilets, eye washing stations, and water-holding tanks.

Data and Reporting

3Government regulations for waste and recycling are extensive and complex, making reporting and documentation central components of our value to customers. ESG and sustainability initiatives are further driving the need for accurate and complete data of waste materials and the associated operations. The wide variety of recycling and waste services, volumes, diversion data, and related documents are organized in a cloud-based, centralized data hub, providing operational insight, environmental tracking, and flexible reporting. Customers have 24/7/365 access through their secure customer portal. We will continue to leverage the latest technologies, such as AI, as well as proprietary tools and processes to advance our data and reporting capabilities to meet the evolving needs of our customers.

Government regulations for waste and recycling are extensive and complex, making reporting and documentation central components of our value to customers. ESG and sustainability initiatives are further driving the need for accurate and complete data of waste materials and the associated operations. The wide variety of recycling and waste services, volumes, diversion data, and related documents are organized in a cloud-based, centralized data hub, providing operational insight, environmental tracking, and flexible reporting. Customers have 24/7/365 access through their secure custom portal. We will continue to leverage the latest technologies, such as Artificial Intelligence (AI) and the Internet of Things (IoT), as well as proprietary tools and processes to advance our data and reporting capabilities to meet the evolving needs of our customers.

Sales and Marketing

We market our services throughout the United States primarily through a direct sales force and selected strategic partnerships. Our sales and marketing efforts focus on emphasizing the benefits of our nationwide, one-stop, comprehensive service offerings ~~and~~including ~~the~~cost ~~ability~~control, topricing ~~improve~~transparency, ~~overall~~ operational ~~economics~~efficiency, ~~maximize~~regulatory ~~the~~compliance, ~~value~~and ofdata ~~their~~visibility, ~~recyclable~~for ~~commodities,~~customers ~~and~~operating ~~foster~~across ~~the~~multiple ~~benefits~~locations. ofEnvironmental ~~environmental~~and sustainability. Weconsiderations ~~plan~~are totypically ~~continue~~evaluated toby ~~increase~~customers ~~our~~alongside ~~sales~~financial and ~~marketing~~operational ~~efforts~~performance.

~~Industries~~Our customers operate across a range of industries that wegenerate ~~target~~complex ~~for~~waste ~~our~~streams ~~services~~and ~~include~~require centralized, ~~but~~multi-location ~~are~~waste ~~not~~and ~~limited~~recycling toprogram management, including the following:

•

Automotive

•

Retail service providers (car dealerships, tire dealerships, quick lubes, aftermarket automotive parts and accessories retailers, automotive service franchises, car washes)

Car and equipment rental companies

Industrial/Manufacturing

•

Food and beverages

Machinery and equipment

Chemicals and lubricants

Distribution and Logistics

•

Trucking and fleet

Warehouses and distribution centers

Hospitality and Retail

•

~~Grocers~~Multifamily Property Management

•

Big box

Specialty

Restaurants

Hotels

Property Management

Commercial

Multi-family

Healthcare

•

Clinics

Hospitals

Senior living

Medical offices

Construction and Demolition

Customers

Our customers are mostly Fortune 1000 businesses and span multiple and diverse industry sectors. We generally enter into multi-year contracts with our customers that are designed to provide us with recurring monthly revenue. These contracts structure our revenue primarily in the following ways: management fee, contracted pricing, shared savings, or revenue from the sale of commodities.

Our business depends to a significant extent on revenue from our largest customers. Any material reduction in the business we do with those customers could have an adverse effect on our company. One customer accounted for 23% and 27% of our revenue for the year ended December 31, 2025 and 2024, respectively.

Our business depends to a significant extent on revenue from our largest customers. Any material reduction in the business we do with those customers could have an adverse effect on our company. One customer accounted for 27% of our revenue for the year ended December 31, 2024, and two customers accounted for 29% of our revenue for the year ended December 31, 2023.

We believe that we are unique in our ability to offer comprehensive national solutions in the highly fractionalized waste, disposal, and recycling service business. Through our customer-service-driven culture, national presence, logistics management, compliance, and commodity brokerage, our solution delivers the critical know-how and experience necessary to implement and execute multi-point reuse, recycling, disposal, and waste management services.

Competitors

Recycling and Waste Disposal Services

The recycling and waste disposal industry as a whole is dominated by large multi-billion -dollar landfill companies, such as Waste Management and Republic Services. To date, these large companies have concentrated on their traditional business of collecting waste for disposal in their landfills rather than recycling, which ~~reduces~~is where they generate the ~~need~~greatest ~~for~~profits. ~~landfills~~These companies have historically focused on asset-based hauling, disposal, and landfill operations. The strategies of these large companies could change at any time, and we could begin to experience substantially increased competition from them. These companies have substantially greater market recognition, substantially larger customer bases, and substantially greater financial, technical, marketing, distribution, and other resources than we possess, ~~and~~which ~~that~~may afford them competitive advantages over us. As a result, they may be able to devote greater resources to the promotion and sale of services similar to those we offer, to provide comparable services at lower prices, and to introduce new solutions ~~and~~or respond to customer requirements more quickly than we can. The industry also includes companies that specialize in certain discrete areas of waste management, operators of alternative disposal facilities, companies that seek to use parts of the waste stream as feedstock for renewable energy and other by-products and waste brokers that rely upon haulers in local markets to address customer needs.

Managed Services and Specialized Providers

We also compete with managed services providers, brokers, and specialized service companies that focus on certain waste streams, geographic regions, or service components, such as recycling, regulated waste, data reporting, vendor coordination, or invoice management. Many of these competitors offer narrower service scopes, operate regionally, or lack the scale, data integration, or multi-location program management capabilities required by national customers.

Scope of Competitors’ Services

Our services address a broad ~~and comprehensive~~ scope of materials such as cardboard, pallets, plastics, metals, solid waste, motor oil, scrap tires, grease, meat, organics, regulated and hazardous waste, and construction debris. Most of our competitors specialize in only one or a few of these service areas. In delivering our services, we have subcontracted at times to our competitors, thereby utilizing them as our subcontractors.

While we ~~have~~face ~~many~~competition ~~competitors~~across ~~for~~various ~~certain~~ aspects of our business, we ~~are~~believe ~~unaware~~our ofasset-light, ~~any~~managed ~~provider~~services ~~that~~model ~~provides~~allows ~~the~~us ~~wide~~to ~~breadth~~coordinate ofa ~~our~~broad ~~waste,~~range ~~recycling,~~of waste and ~~data~~recycling services, ~~deliverable~~ across ~~all~~multiple locations, inmaintain ~~the~~flexibility ~~United~~to ~~States~~adapt ~~and~~programs ~~Canada~~to customer needs, ~~with~~and ~~flexibility~~leverage tothe ~~adapt~~most ~~and~~effective ~~modify~~service ~~programs~~providers in each market. This approach enables cost management and tooperational ~~comprehensively~~flexibility ~~deliver~~without ~~sustainable~~reliance ~~solutions.~~on owned hauling or disposal assets.

State and Federal Environmental Regulations

We use our best efforts to be in compliance with federal, state, and local environmental laws, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Hazardous Materials Transportation Act, as amended, the Resource Conservation and Recovery Act, as amended, the Clean Air Act, as amended, and the Clean Water Act. Such compliance has not historically constituted a material expense to us.

The collection and disposal of solid waste and rendering of related environmental services as well as recycling operations and issues are subject to federal, state, and local requirements, which regulate health, safety, the environment, zoning, and land-use. Federal, state, and local regulations vary, but generally govern hauling, disposal, and recycling activities and the location and use of facilities and also impose restrictions to prohibit or minimize air and water pollution. In addition, governmental authorities have the power to enforce compliance with these regulations and to obtain injunctions or impose fines in the case of violations, including criminal penalties. The EPA and various other federal, state, and local environmental, health, and safety agencies and authorities, including the Occupational Safety and Health Administration of the Department of Labor, administer those regulations.

We strive to conduct our operations in compliance with applicable laws and regulations and to assist our customers in their compliance with applicable environmental laws and regulations. While such amounts expended in environmental compliance in the past or that we anticipate spending in the future have not had and are not expected to have a material adverse effect on our financial condition or operations, the possibility remains that technological, regulatory, or enforcement developments, the results of environmental studies, or other factors could materially alter this expectation.

Each state in which we operate has its own laws and regulations governing solid waste disposal, water and air pollution and, in most cases, releases and cleanup of hazardous substances and liability for such matters. Several governmental authorities have enacted laws that will require counties to adopt comprehensive plans to reduce the volume of solid waste landfills through waste planning, composting, recycling, or other programs. Legislative and regulatory measures to mandate or encourage waste reduction at the source and materials recycling also are under consideration by Congress and the EPA.

Finally, various states have enacted, or are considering enacting, laws that restrict the disposal within the state of solid or hazardous wastes generated outside the state. While courts have declared unconstitutional laws that overtly discriminate against out of state waste, courts have upheld some laws that are less overtly discriminatory. Challenges to other such laws are pending.

composting, recycling, or other programs. Legislative and regulatory measures to mandate or encourage waste reduction at the source and materials recycling are also under consideration by Congress and the EPA.

Third Party Subcontractors

We currently pursue an “asset light” strategy in our core business that utilizes third-party subcontractors for the collection, hauling, sorting, and processing of recyclable and waste materials for businesses. We do not own significant waste management assets, such as trucks, processing facilities or landfills, or have a significant number of employees devoted to in-the-field recycling operations. Instead, our asset light strategy allows us to leverage the entire market of available facilities, equipment and processes to meet our customers’ needs. We maintain strong relationships with a multitude of subcontractors, leveraging a national network to service our customer base. This strategy results in a scalable business model that enables us to concentrate on our core competencies of developing service solutions that are attractive to customers and the sale of recyclable materials at the highest prices, enables us to render our services on a national basis without the need for multiple facilities or numerous vehicles, allows us to negotiate with multiple providers for the best cost of service, and reduces our capital expenditures and working capital requirements.

Equipment and Installation

We own or lease certain solid waste and recycling equipment located at various customer locations. We offer turnkey equipment solutions to help further reduce waste, improve operational efficiencies, and reduce total cost of operations. Standard and custom-built equipment is available to meet the exact site and operational needs of the customer. Purchase and rental options are available to support the customer’s budget needs, along with certified used and new equipment options.

Employees

As of December 31, ~~2024~~2025, we employed a total of ~~225~~195 people, all of whom ~~224~~ were full -time employees. ~~Four~~ Two employees were executive level employees, ~~126~~and ~~were~~the ~~administrative~~other ~~and~~employees ~~customer~~represent ~~services~~members ~~employees~~of our administrative, 82customer ~~were~~services, accounting and finance, ~~employees~~ and ~~13 were~~ sales and marketing ~~employees~~teams. We consider our relationship with our employees to be good. None of our employees are represented by a union in collective bargaining with us.

Intellectual Property

Trademarks

Our trademarks are important to the success of our business.

We own or have filed applications for numerous federally registered trademarks and logos, including the following:

•

QUEST RESOURCE MANAGEMENT GROUP (and “Circle” design);

•

QUEST RESOURCE HOLDING CORPORATION (and “Q” design);

•

YOUCHANGE;

SUSTAINABILITY. DELIVERED.;

•

GENEX ANTI-FREEZE GROUP (and “X” design);

•

GENEX WINDSHIELD WASHER FLUID (and “X” design);

•

TO CHALLENGE, MANAGE, AND INFORM; and

•

PROGANICS.

Our History

We were incorporated in Nevada in July 2002 under the name BlueStar Financial Group, Inc. Prior to 2010, we were a “shell company” under the rules of the SEC. On March 30, 2010, we (i) closed a transaction to acquire Youchange, Inc., an Arizona corporation, or “Youchange”, as a wholly owned subsidiary, (ii) ceased being a shell company, and (iii) experienced a change in control in which the former stockholders of Youchange acquired control of our company. In May 2010, we changed our name to YouChange Holdings Corp.

On October 17, 2012, immediately prior to closing a merger transaction with Earth911, Inc., or “Earth911”, we filed Amended and Restated Articles of Incorporation to (i) change our name to Infinity Resources Holdings Corp., (ii) increase our shares of common stock, par value $.001 per share (the “Common Stock”), authorized for issuance, (iii) authorize shares of preferred stock to be designated in series or classes as our board of directors may determine, (iv) effect a reverse split of our Common Stock, and (v) divide our board of directors into classes, as nearly equal in number as possible. On October 17, 2012, we closed the merger transaction, or the “Earth911 Merger”, to acquire Earth911 as a wholly-owned subsidiary and experienced a change in control in which the former stockholders of Earth911 acquired control of our company.

On July 16, 2013, we acquired all of the issued and outstanding membership interests of Quest Resource Management Group, LLC, or “QRMG”, held by Quest Resource Group LLC, or “QRG”, comprising 50% of the membership interests of QRMG, or the “QRMG Interests.” Our wholly owned subsidiary, Earth911, held the remaining 50% of the membership interests of QRMG for several years. Concurrently with our acquisition of the QRMG Interests, we assigned the QRMG Interests to Earth911 so that Earth911 now holds 100% of the issued and outstanding membership interests of QRMG. On October 28, 2013, we changed our name to Quest Resource Holding Corporation, increased our shares of Common Stock authorized for issuance, and changed our trading symbol to “QRHC.”

On February 20, 2018, we entered into an Asset Purchase Agreement with Earth Media Partners, LLC to sell certain assets of our wholly owned subsidiary, Earth 911, related to the Earth911.com website business in exchange for an aggregate earn-out amount of approximately $350,000 and a 19% interest in Earth Media Partners, LLC. Earth911 was subsequently renamed Quest Sustainability Services, Inc.

On October 19, 2020, we acquired substantially all of the assets used in the business of Green Remedies Waste and Recycling, Inc. (“Green Remedies”), a leading provider of independent environmental services, particularly in ~~multi-family~~multifamily housing, located in Burlington, NC.

On December 7, 2021, we acquired all of the outstanding membership interests of RWS Facility Services, LLC (“RWS”), a full-service management company engaged in the brokering of recycling, waste and sustainability solutions, located in Chadds Ford, PA. WeIn ~~made~~March ~~other strategic acquisitions in 2021 and 2022~~2025, ~~including~~we ~~the~~subsequently ~~acquisition~~divested ofcertain ~~environmental~~business ~~services~~operations ~~companies~~previously inacquired ~~Atlanta,~~from ~~GA, Louisville, KY and Greenville, SC~~RWS.

We made other strategic acquisitions in 2021 and 2022, including the acquisition of environmental services companies in Atlanta, GA, Louisville, KY and Greenville, SC.

Available Information

Our principal executive offices are located at ~~3481~~433 ~~Plano~~E. ~~Parkway~~Las Colinas Boulevard, Suite ~~100~~675, ~~The Colony~~Irving, Texas ~~75056~~75039, and our telephone number is (972) 464-0004. Our website address is https://investors.qrhc.com. The information on our website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC.

We file reports with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any other filings required by the SEC. Through our website, we make available free of charge our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

The public may read and copy any materials we file with, or furnish to, the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

ITEM 1A. RISK FACTORS

An investment in our securities involves a high degree of risk. Certain factors may have a material adverse effect on our business, financial condition, and results of operations. You should carefully consider the risks and uncertainties described below, together with the other information contained in this Annual Report on Form 10-K, including our consolidated financial statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually ~~occurs~~occur, our business, financial condition, results of operations, cash flow, and future prospects could be seriously harmed. This could cause the trading price of our Common Stock to decline and result in the loss of all or part of your investment.

Risks Related to Our Business and Industry

We have incurred historical net losses and could have net losses in the future as we take steps to expand our business, which may negatively impact our ability to achieve our business objectives and our profit margins.

As a result of historical operating losses, we had an accumulated deficit of $~~(125~~140.1)5 million as of December 31, ~~2024~~2025. The continued development of our business will require us to continue to make significant expenditures and incur substantial expenses. These significant expenditures and expenses are needed to expand our customer base and recycling services, enhance our technologies, implement internal systems and infrastructure and hire additional personnel. As a result, we may incur losses as we expand our business and there is no assurance that we will maintain profitability in the near future or at all. If we incur substantial losses and are unable to secure additional financing, we could be forced to discontinue or curtail our business operations; sell assets at unfavorable prices; refinance existing debt obligations on terms unfavorable to us; or merge, consolidate, or combine with a company with greater financial resources in a transaction that may be unfavorable to us.

Our business depends to a certain extent upon our largest customers, and any material reduction in our business with those customers or changes to their contractual terms could have an adverse effect on our company.

We depend on a small number of customers and the loss of one or more major customers could have a material adverse effect on our business. For the years ended December 31, 2024 and 2023, one of our customers accounted for 27% and two of our customers accounted for 29% of our revenues, respectively. Given these percentages, the success of our business depends to a certain extent on our relationship with our largest customers and our failure to maintain our business with these customers could have an adverse effect on our business and revenue. Furthermore, our contractual arrangements with our major customers generally are on a multi-year basis and pertain to the management of only certain forms of materials. These contractual arrangements typically have a term of two to three

~~years~~Our ~~and~~business ~~they~~depends doto ~~not~~a ~~typically~~certain ~~provide~~extent usupon ~~with firm, long-term volume commitments. As a result,~~ our ~~customers~~largest ~~are able to cancel~~customers, ~~reduce,~~and ~~or delay our services to them at~~ any ~~time~~material ~~which~~reduction ~~could~~in ~~cause~~ our ~~revenue~~business ~~to decline. The terms of these contractual arrangements~~ with ~~our~~those ~~major~~ customers or ~~with~~changes ~~a significant number of our other customers are also subject~~ to ~~change~~their ~~and~~contractual ~~such~~terms ~~changes~~ could have an adverse effect on our company.

We depend on a small number of customers, and the loss of one or more major customers could have a material adverse effect on our business. For the years ended December 31, 2025 and 2024, one of our customers accounted for 23% and 27% of our revenues, respectively. Given these percentages, the success of our business depends to a certain extent on our relationship with our largest customers and our failure to maintain our business with these customers could have an adverse effect on our business and revenue. Furthermore, our contractual arrangements with our major customers generally are on a multi-year basis and pertain to the management of only certain forms of materials. These contractual arrangements typically have a term of two to three years, and they do not typically provide us with firm, long-term volume commitments. As a result, our customers are able to cancel, reduce, or delay our services to them at any time which could cause our revenue to decline. The terms of these contractual arrangements with our major customers or with a significant number of our other customers are also subject to change and such changes could have an adverse effect on our company.

To expand our recycling and waste services business, we must attract additional customers and expand the services we offer.

We plan to reduce our dependence on our largest customers, but such reduction will require us to attract additional customers and expand the recycling and waste management services we offer. Our ability to expand successfully will depend upon a number of factors, including the following:

•

our ability to successfully expand, operate, and manage our operations;

•

the continued development of our business;

•

the hiring, training, and retention of additional personnel;

•

the ability to enhance our operational, financial, and management systems;

•

the availability of adequate financing;

•

competitive factors;

•

general economic and business conditions;

•

the ability to leverage on the factors expanding the growth of recycling;

•

the ability to expand our customer base, the types of recyclable materials covered by our services, and our network of third-party service providers;

•

the ability to implement new methods for revenue generation; and

•

the ability to expand our relationships with third parties that are also engaged in activities relating to reducing, reusing, and recycling.

We may not be able to enhance our existing recycling, reuse, and proper disposal solutions and develop new solutions in a timely manner.

Our future operating results will depend to a significant extent on our ability to continue to provide efficient and innovative recycling, reuse, and disposal services that compare favorably with alternative services on the basis of cost, performance, and customer preferences. Our success in maintaining our existing customers and attracting new customers depends on various factors, including the following:

•

innovative development of new services for customers;

•

maintenance of quality standards;

•

efficient and cost-effective services; and

•

utilization of advances in technology.

Our inability to enhance our existing services and develop new services on a timely basis could harm our operating results and impede our growth.

WeOur ~~rely~~operating onresults ~~independent~~may ~~third-party~~experience ~~subcontractors~~significant ~~to provide recycling services to our customers~~fluctuations, ~~and~~which ~~any~~may ~~interruptions~~make ofthem ~~these~~difficult ~~arrangements could increase our costs, disrupt our services, and result in our inability~~ to ~~service our recycling customers, which would adversely affect our business~~predict.

WeIn ~~outsource~~addition ~~the collection, processing, recycling, and disposal of waste streams and recyclables~~ to ~~independent~~the ~~third-party~~variability ~~subcontractors.~~resulting Wefrom ~~rely on~~ our ~~subcontractors~~customers’ ~~to maintain high levels of service. The loss of our relationships with our subcontractors~~business, orother ~~their~~factors ~~failure~~contribute to ~~conduct~~periodic ~~their services for us as anticipated in terms of cost, quality,~~ and ~~timeliness~~seasonal ~~could~~quarterly ~~adversely~~fluctuations ~~affect our ability to service our customers~~ in ~~accordance with certain service, quality, and performance requirements. If this were to occur, the resulting decline in profitability could harm~~ our ~~business.~~results ~~Securing~~of ~~new high-quality and cost-effective subcontractors frequently is time-consuming and may not be successful~~operations, which could ~~result~~be insignificant. ~~reduced~~These ~~revenue~~factors ~~and~~include ~~various~~the ~~unforeseen operational problems.~~following:

•

~~Our~~cyclicality ~~subcontractors may maintain their own operations or serve other customers, a number~~ of ~~which~~the ~~may~~markets ~~provide them with more business than~~ we do. As a result, our subcontractors could determine to prioritize their capacity for their own operations or for other customers or reduce or eliminate services for us on short notice. If we have any such problems, we may be unable to service our customers in a cost-effective, high-quality, or timely manner, particularly in certain geographical areas, which may adversely affect our serve;

•

timing and size of orders;

•

~~business~~size and ~~operating~~scope ~~results. Our~~of ~~subcontractors~~nonrecurring ~~also~~projects ~~may~~and ~~seek to compete with us for customers they serve on our behalf or potential customers that we desire to serve.~~services;

•

timing of expenses in anticipation of future business;

•

changes in the mix of the services we render;

•

changes in cost and availability of labor and third-party vendors;

•

changes in the value of commodities;

•

changes in prices or market requirements for recyclable materials;

•

timely delivery of services to customers;

•

pricing and availability of competitive services;

•

pressures on reducing pricing;

•

success in serving new markets;

•

introduction of new technologies into the markets we serve; and

•

changes in economic conditions.

We rely on independent third-party subcontractors to provide recycling services to our customers, and any interruptions of these arrangements could increase our costs, disrupt our services, and result in our inability to service our recycling customers, which would adversely affect our business.

We outsource the collection, processing, recycling, and disposal of waste streams and recyclables to independent third-party subcontractors. We rely on our subcontractors to maintain high levels of service. The loss of our relationships with our subcontractors, or their failure to conduct their services for us as anticipated in terms of cost, quality, and timeliness, could adversely affect our ability to service our customers in accordance with certain service, quality, and performance requirements. If this were to occur, the resulting decline in profitability could harm our business. Securing new, high-quality and cost-effective subcontractors frequently is time-consuming and may not be successful, which could result in reduced revenue and various unforeseen operational problems.

Our subcontractors may maintain their own operations or serve other customers, a number of which may provide them with more business than we do. As a result, our subcontractors could determine to prioritize their capacity for their own operations or for other customers or reduce or eliminate services for us on short notice. If we have any such problems, we may be unable to service our customers in a cost-effective, high-quality, or timely manner, particularly in certain geographical areas, which may adversely affect our business and operating results. Our subcontractors also may seek to compete with us for customers they serve on our behalf or potential customers that we desire to serve.

We may face potential environmental liabilities that may not be covered by our insurance, and changes in insurance costs and availability may also impact our financial results.

We may incur liabilities for damage to the environment as a result of the operations of our third-party subcontractors. While we do not conduct physical haulage, recycling, or disposal operations, we retain third-party service providers to carry on those activities. These operations may expose us to liability for environmental damages, in some cases even if we did not directly cause the environmental damage. Further, under our agreements with our customers, we are often required to indemnify our customers from any liabilities or claims arising out of our actions or those of our subcontractors and from any release, threatened release, handling, or storage of hazardous and other materials from our customers’ premises as a result of or connected with the performance of services by us or our subcontractors to our customers. If we were to incur substantial liability for environmental damage, our or our subcontractors’ insurance coverage may be inadequate to cover such liability. Also, because of the variable condition of the insurance market, we may experience future increases in self-insurance levels, retention levels, and premiums. This could have a material adverse impact on our financial condition, results of operations, and cash flows.

Fluctuations in prices for recycled commodities that we sell to third parties may adversely affect our revenue and to a lesser extent our operating income and cash flows.

We process a variety of recyclable materials for sale to third parties that can be subject to price fluctuations, including cardboard, metal, motor oil and oil filters, paper, plastics, and pallets, and we may directly or indirectly receive proceeds from the sale of such recyclable materials. Our results of operations may be affected by changing prices or market requirements for recyclable materials. The resale and purchase prices of, and market demand for, recyclable materials can be volatile because of changes in economic conditions and numerous other factors beyond our control. These fluctuations may affect the cost of and demand for our services and our future revenue, operating income, and cash flows. For example, a decline in oil prices would have an adverse effect on our revenue.

Cyberattacks and security vulnerabilities could lead to increased costs, liability claims, unauthorized access to customer data, or harm to our reputation.

We operate in an environment characterized by evolving cybersecurity threats including data theft, phishing attacks, and ransomware. We believe risks associated with these threats are reasonably likely to impact our business operations. Our business relies heavily on information technology systems, applications, and networks. Any disruption, compromise, or failure could result in operational downtime, customer loss, financial loss, and reputational damage.

We engage third-party vendors and service providers whose security practices may impact our cybersecurity posture. The failure of these parties to maintain adequate security measures could compromise our data, information systems, and customers.

A significant disruption in our computer systems or problems with our computer and communication systems may harm our business.

We rely extensively on our computer systems to manage a variety of business processes. For example, an element of our strategy is to generate and provide content, data, and reporting on our website portals to and from third parties. Accordingly, the satisfactory performance, reliability, and availability of our systems, transaction-processing systems, and communications infrastructure are critical to our reputation and our ability to attract and retain customers and adequate customer service levels. However, we may experience periodic systems interruptions. Any substantial increase in the volume of traffic on our infrastructure may require us to expand and upgrade our technology, transaction-processing systems, and other features. We can provide no assurance that we will be able to project accurately the rate or timing of increases, if any, in the use of our infrastructure or timely expand and upgrade our systems and infrastructure to accommodate such increases. Our systems are also subject to damage or interruption from various sources, including power outages, computer and telecommunications failures, computer viruses, vandalism, severe weather conditions, catastrophic events, and human error. Our disaster recovery planning cannot account for all eventualities. If our systems are damaged, fail to function properly, or otherwise become unavailable, we may incur substantial costs to repair or replace them, and we may experience loss of critical data and interruptions or delays in our ability to perform critical functions, which could adversely affect our business and operating results.

We rely on third-party providers to provide services and technology, server, and hardware for our operations and for maintaining our data, and a failure of service by these providers could adversely affect our business and reputation.

We rely upon third-party data center providers to host our main servers. In the event that these providers experience any interruption in operations or cease operations for any reason or if we are unable to agree on satisfactory terms for continued hosting relationships, we would be forced to enter into relationships with other service providers or assume hosting responsibilities ourselves. If we are forced to switch hosting facilities, we may not be successful in finding alternative service providers on acceptable terms or in hosting the computer servers ourselves. We may also be limited in our remedies against these providers in the event of a failure of service. We also rely on third-party providers for components of our technology platform, such as hardware and software providers and domain

~~name~~Cyberattacks ~~registrars.~~and Asecurity ~~failure~~vulnerabilities orcould ~~limitation~~lead ofto ~~service~~increased orcosts, ~~available~~liability ~~capacity~~claims, byunauthorized ~~any~~access ofto ~~these~~customer ~~third-party~~data, ~~providers~~or ~~could~~harm ~~adversely~~to ~~affect~~ our ~~business~~reputation.

We ~~rely~~operate onin ~~third-party~~an ~~vendors~~environment tocharacterized ~~provide~~by ~~critical~~evolving ~~services,~~cybersecurity threats including, ~~among~~data ~~other things~~theft, ~~invoice~~phishing ~~processing and bill payment services~~attacks, ~~information technology,~~ and ~~network monitoring~~ransomware. We ~~depend~~believe on these ~~vendors~~risks toare ~~ensure~~reasonably ~~that~~likely ~~our~~to ~~corporate~~impact ~~infrastructure will consistently meet~~ our business ~~requirements~~operations. ~~Upon~~ ~~expiration~~Our orbusiness ~~termination~~relies ofheavily ~~any~~on ofinformation ~~our~~technology ~~agreements~~systems, ~~with third-party vendors~~applications, weand ~~may~~networks. ~~not~~Any bedisruption, ~~able~~compromise, toor ~~replace~~failure ~~the~~of ~~services~~these ~~provided~~systems tocould usresult in aoperational ~~timely~~downtime, ~~manner~~customer ~~or on terms and conditions~~loss, ~~including~~financial ~~service levels and cost~~loss, ~~that are favorable to us~~ and areputational ~~transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete~~harm.

~~Any~~We ~~inability~~engage tothird-party ~~adapt~~vendors to and ~~manage~~service ~~the~~providers ~~benefits~~whose ~~and~~security ~~risks~~practices may affect our overall cybersecurity posture. The failure of ~~artificial~~these ~~intelligence~~third parties to maintain adequate security controls could ~~expose~~result usin unauthorized access to ~~liability~~our data, compromise of our information systems, or ~~put~~negatively usimpact atour acustomers.

~~disadvantage~~A significant disruption to our information technology or communication systems could harm our business.

~~Artificial~~We ~~intelligence~~rely ~~could~~extensively ~~disrupt~~on ~~certain~~our ~~aspects~~information oftechnology ~~our~~systems to manage a variety of business processes. ~~Some~~As part of our ~~third-party~~strategy, ~~vendors~~we ~~incorporate~~generate ~~artificial~~and ~~intelligence~~provide ~~technologies~~content, ~~including~~data, ~~machine~~and ~~learning,~~reporting ~~into~~on ~~their~~our ~~services.~~website Asportals to exchange information with ~~many~~third ~~technological~~parties. ~~innovations~~Accordingly, ~~there~~the satisfactory performance, reliability, and availability of our systems, transaction-processing systems, and communications infrastructure are ~~significant~~critical ~~risks~~to our operations, reputation, and ~~challenges~~our ~~involved~~ability into ~~maintaining~~attract and ~~deploying~~retain ~~these~~customers ~~technologies~~and adequate customer service levels. However, we may experience periodic systems interruptions. Any substantial increase in transaction volume system usage may require us to expand and ~~there~~upgrade ~~can~~our technology and infrastructure. We may not be noable ~~assurance~~to ~~that~~accurately project the ~~usage~~timing or scale of such ~~technologies~~increases ~~will~~or ~~enhance~~to ~~our~~expand ~~services~~ or beimplement ~~beneficial~~upgrades to our ~~business~~systems and infrastructure in a timely manner. Our systems are also subject to damage or disruption from various sources, including power outages, computer and telecommunications failures, cyber incidents, severe weather conditions, catastrophic events, and human error. Our disaster recovery planning may not account for all eventualities. If our ~~efficiency~~systems are compromised, unavailable, or ~~profitability~~fail to function as intended, we may incur substantial costs, loss of critical data, and suffer interruptions or delays in critical business functions, which could adversely affect our business, financial condition, and operating results.

~~Artificial~~We ~~intelligence~~rely ~~technologies~~on ~~are~~third-party ~~also~~service ~~subject~~providers to aprovide ~~variety of laws~~services, ~~including intellectual property~~technology, ~~privacy~~servers, ~~data protection~~ and ~~cybersecurity,~~hardware ~~consumer~~for ~~protection,~~our ~~competition,~~operations and ~~equal opportunity laws, and are expected~~ to bemaintain ~~subject~~our todata, ~~increased regulation~~ and ~~new laws or new applications of existing laws. Such laws and regulations may present~~ a ~~variety~~failure of ~~compliance~~service ~~risks.~~by ~~The~~these ~~use~~providers ofcould ~~artificial~~adversely ~~intelligence~~affect ~~may also result in litigation, ethical concerns, and other legal and business risks. If we are not able to adapt and effectively incorporate potential advantages of artificial intelligence in~~ our business, ~~it may negatively impact our ability to compete. If we are not able to effectively manage the risks of artificial intelligence, we may suffer harm to our results of operations~~ and reputation.

We rely upon third-party data center providers to host our primary servers. If these providers experience any interruption in operations or cease operations for any reason, or if we are unable to agree on satisfactory terms for continued hosting relationships, we may not be successful in finding alternative service providers on acceptable terms or in hosting our servers ourselves. We may also be limited in remedies against these providers in the event of a failure of service. We also rely on third-party providers for components of our technology platform, such as hardware and software providers and domain name registrars. A failure, degradation, or limitation of service or available capacity by any of these third-party providers could adversely affect our business.

We rely on third-party vendors to provide critical services, including, among other things, invoice processing and bill payment services, information technology, and network monitoring. We depend on these vendors to support our corporate infrastructure and meet our business requirements. Upon expiration or termination of any of our agreements with third-party vendors, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us and a transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete.

Any inability to adapt to and manage the benefits and risks associated with artificial intelligence could expose us to liability or place us at a disadvantage.

Artificial intelligence technology could disrupt certain aspects of our business. We, along with certain third-party vendors, incorporate artificial intelligence technologies, including machine learning, into aspects of our services. As with many technological innovations, there are significant risks and challenges associated with developing, maintaining, and deploying these technologies, and there can be no assurance that the use of such technologies will enhance our services or be beneficial to our business, including our efficiency or profitability.

Artificial intelligence technologies are also subject to a variety of existing and emerging laws and regulations, including those related to intellectual property, privacy, data protection and cybersecurity, consumer protection, competition, and equal opportunity laws, and are expected to be subject to increased regulation and future legal requirements. Such laws and regulations may increase costs and present operational and compliance risks. The use of artificial intelligence may also result in litigation, ethical concerns, and other legal and business risks. If we are not able to effectively incorporate potential advantages of artificial intelligence or manage associated risks, in our business, results of operations, or reputation could be adversely affected.

We may be subject to intellectual property claims that create uncertainty about ownership of technology essential to our business and divert our managerial and other resources.

There has been a substantial amount of litigation regarding intellectual property rights. We can provide no assurance that third parties will not claim infringement by us with respect to our current or future services, trademarks, or other proprietary rights. Our success depends, in part, on our ability to protect our intellectual property and to operate without infringing the intellectual property rights of others in the process. There can be no assurance that any of our intellectual property will be adequately safeguarded or that it will not be challenged by third parties. We may be subject to intellectual property infringement claims that would be costly to defend, could limit our ability to use certain critical technologies, and may divert our technical and management personnel from their normal responsibilities. We may not prevail in any of these suits. An adverse determination of any litigation or defense proceedings could cause us to pay substantial damages, including treble damages, if we willfully infringe and also could increase the risk of our patent applications not being issued.

depends, in part, on our ability to protect our intellectual property and to operate without infringing the intellectual property rights of others in the process. There can be no assurance that any of our intellectual property will be adequately safeguarded or that it will not be challenged by third parties. We may be subject to intellectual property infringement claims that would be costly to defend, could limit our ability to use certain critical technologies, and may divert our technical and management personnel from their normal responsibilities. We may not prevail in any of these suits. An adverse determination of any litigation or defense proceedings could cause us to pay substantial damages, including treble damages, if we willfully infringe and also could increase the risk of our patent applications not being issued.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised. In addition, during the intellectual property litigation, there could be public announcements of the results of hearings, motions, or other interim proceedings or developments in the litigation. If these results are perceived to be negative, it could have an adverse effect on our business.

The waste and recycling industries are subject to extensive government regulation, and existing or future regulations may adversely affect our current or future operations, increase our costs of operations, or require us to make additional capital expenditures.

Stringent government regulations at the federal, state, and local level may have substantial impact on our business, our third-party service providers, and our customers. A large number of complex laws, rules, orders, and interpretations govern environmental protection, health, safety, land use, zoning, transportation, and related matters. Among other things, these regulations may restrict the business of our third-party service providers’ and our customers’ operations and adversely affect our financial condition, results of operations, and cash flows by imposing conditions, such as the following:

•

limitations on siting and constructing new recycling, waste disposal, transfer, or processing facilities or expanding existing facilities;

•

limitations, regulations, or levies on collection and disposal prices, rates, and volumes;

•

limitations or bans on disposal or transportation of out-of-state materials or certain categories of materials; or

•

mandates regarding the disposal of solid waste, including requirements to recycle rather than landfill certain disposables.

Regulations affecting the siting, design, and closure of landfills could require our third-party service providers or customers to undertake investigatory or remedial activities, curtail operations, or close landfills temporarily or permanently. Future changes in these regulations may require our third-party service providers or our customers to modify, supplement, or replace equipment or facilities. The costs of complying with these regulations could be substantial, and may reduce the ability or willingness of our customers to use our services. This may adversely affect our results of operations.

Environmental advocacy groups and regulatory agencies have focused on the potential role that greenhouse gases have on climate change. The adoption of laws and regulations to implement controls of greenhouse gases, including the imposition of fees or taxes, could adversely affect the operations of enterprises with which we do business. Additionally, certain states may adopt air pollution control regulations that are more stringent than existing and proposed federal regulations. Changing environmental regulations could require us or enterprises with which we do business to take any number of actions, including the purchase of emission allowances or installation of additional pollution control technology. These actions could make some operations less profitable and reduce the ability or willingness of our customers to use our services. In addition, the potential impacts of climate change on our operations are highly uncertain. Although the financial impact of these potential changes is not reasonably estimable at this time, our operations in certain locations and those of our customers and suppliers could potentially be adversely affected, which could adversely affect our sales, profitability and cash flows.

Price increases may not be adequate to offset the impact of increased costs and may cause us to lose volume.

From time to time, our competitors may reduce the price of their services in an effort to expand their market share. General economic and market-specific conditions, as well as the concentration of our business with major companies, may also limit our ability to raise prices. As a result of these factors, we may be unable to offset increases in costs, improve our operating margins, and obtain returns through price increases.

We face intense competition from larger, more established companies, and we may not be able to compete effectively, which could reduce demand for our recycling services.

The waste materials industry as a whole is dominated by large national players, such as Waste Management and Republic Services. To date, these large companies have concentrated on their traditional business of collecting waste for disposal in their landfills ~~rather than recycling~~. The strategies of these large companies could change at any time, and we could begin to experience substantially increased competition from them. These companies have substantially greater market recognition, substantially larger customer bases, and substantially greater financial, technical, marketing, distribution, and other resources than we possess and that afford them competitive advantages over us. As a result, they are able to devote greater resources to the promotion and sale of services similar to those that we provide, to provide comparable services at lower prices, and to introduce new solutions and respond to customer requirements more quickly than we can.

Our ability to compete successfully in the recycling services market depends on a number of factors, both within and outside our control. These factors include the following:

•

our success in designing and introducing new solutions;

•

our ability to predict the evolving needs of our customers and to convince them to use our services;

•

our ability to meet our customer’s requirements in terms of cost, reliability, speed, and capacity;

•

the quality of our customer services; and

•

service introductions by our competitors or potential competitors.

Our customers impose substantial requirements relating to the recycling and waste management services that we provide.

Our arrangements with our customers generally contain provisions including (a) relatively short contract terms with extensions at the discretion of the customer, (b) requirements that we assume full responsibility for all operational aspects of the services, (c) requirements that we comply with all applicable laws, regulations, and other governmental requirements, (d) requirements that we hold subcontractors to the same standards to which we are subject, (e) prohibitions on price increases without customer consent, (f) designation of service locations, service frequency, and equipment, (g) specifications on procedures for rendering services, (h) notification to customer of any spills, releases, or discharges of materials, (i) requirements that we supply a self-performance audit, (j) requirements that we render monthly or quarterly reports to the customer, (k) requirements that we render monthly invoicing in approved time frames and formats, and (l) requirements that we maintain specified records. If we are unable to meet the requirements in a significant number of these contracts, such contracts could be cancelled, and the cancellation of such contracts could have a material adverse effect on our financial results and operations.

Our current indebtedness requires us to comply with certain restrictive loan covenants which may limit our ability to operate our business.

Under the terms of our PNC Loan Agreement and our Credit Agreement (each as defined in Note 7 to the consolidated financial statements), we are subject to certain financial covenants, including a minimum fixed charge coverage ratio and a senior net leverage ratio. In ~~addition~~As of March 31, 2025, we were not in compliance with the ~~PNC~~required ~~Loan~~fixed ~~Agreement~~charge coverage ratio and the ~~Credit~~senior ~~Agreement~~net ~~each~~leverage ~~contains~~ratio ~~negative~~primarily ~~covenants~~due ~~limiting,~~to ~~among~~the ~~other~~underperforming ~~things,~~divested ~~additional~~business. ~~indebtedness~~However, ~~transactions~~we ~~with~~had ~~affiliates,~~been ~~additional~~in ~~liens,~~contact ~~sales~~with ofthe ~~assets,~~lenders ~~dividends,~~for ~~investments~~several ~~and~~months ~~advances,~~to ~~prepayments~~prevent offormal ~~debt,~~breach ~~mergers~~of ~~and~~the ~~acquisitions,~~covenants. ~~and~~On ~~other~~May ~~matter~~12, ~~customarily~~2025, ~~restricted~~we inamended ~~such~~both ~~agreements.~~the ~~The~~ PNC Loan Agreement and the Credit Agreement ~~each~~to, ~~also~~among ~~contains~~other ~~customary~~things, ~~events~~waive ofthe ~~default,~~covenant ~~including~~violations ~~payment~~and ~~defaults,~~revise ~~breaches~~the ofadjusted ~~representations~~EBITDA ~~and~~requirements ~~warranties,~~for ~~covenant~~future ~~defaults,~~periods. ~~events~~We ofhave ~~bankruptcy~~been ~~and~~in ~~insolvency,~~compliance ~~change~~with ofour ~~control,~~financial ~~and~~covenants ~~failure~~following ofthe ~~any~~execution ~~guaranty~~of orthe ~~security~~amended agreements.

11In addition, the PNC Loan Agreement and the Credit Agreement each contains negative covenants limiting, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. The PNC Loan Agreement and the Credit Agreement each also contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, change of control, and failure of any guaranty or security document supporting the PNC Loan Agreement or the Credit Agreement, as applicable, to be in full force and effect. Upon the occurrence of an event of default, the outstanding obligations under the PNC Loan Agreement and/or the Credit Agreement, as applicable, may be accelerated and become immediately due and payable. We can provide no assurance that, if we are unable to comply with these covenants in the future, we will be able to obtain the necessary waivers or amend our PNC Loan Agreement and/or our Credit Agreement to prevent a default.

~~document~~A ~~supporting~~breach ~~the~~of any of these covenants or requirements could result in a default under our PNC Loan Agreement and/or ~~the~~our Credit Agreement,. asIf ~~applicable,~~we todefault beunder inour ~~full~~PNC ~~force~~Loan Agreement and/or ~~effect.~~our ~~Upon~~Credit ~~the~~Agreement, ~~occurrence~~and ofwe anare ~~event~~unable ofto cure the default or obtain a waiver, we will not be able to access the ~~outstanding~~credit ~~obligations~~available under ~~the~~our PNC Loan Agreement and/or ~~the~~our Credit Agreement, as applicable, ~~may~~and there can be ~~accelerated~~no ~~and~~assurance ~~become~~that ~~immediately~~we ~~due~~would be able to obtain alternative financing. In addition, our level of indebtedness may limit our financial flexibility and ~~payable~~could affect our operations. WeEven ~~can~~if ~~provide~~new nofinancing ~~assurance~~is ~~that~~available, ifit wemay not be on terms that are ~~unable~~acceptable to ~~comply~~us. ~~with~~No ~~these~~assurance ~~covenants~~can inbe ~~the~~given that our future, weoperating results will be ~~able~~sufficient to ~~obtain~~achieve compliance with the ~~necessary~~covenants ~~waivers~~and orrequirements ~~amend~~of our PNC Loan Agreement and~~/or~~ our Credit Agreement ~~to prevent a default~~.

A breach of any of these covenants or requirements could result in a default under our PNC Loan Agreement and/or our Credit Agreement. If we default under our PNC Loan Agreement and/or our Credit Agreement and we are unable to cure the default or obtain a waiver, we will not be able to access the credit available under our PNC Loan Agreement and/or our Credit Agreement, as applicable, and there can be no assurance that we would be able to obtain alternative financing. In addition, our level of indebtedness may limit our financial flexibility and could affect our operations. Even if new financing is available, it may not be on terms that are acceptable to us. No assurance can be given that our future operating results will be sufficient to achieve compliance with the covenants and requirements of our PNC Loan Agreement and our Credit Agreement.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

All of the borrowings under the Company’s senior secured credit facilities bear interest at variable rates. As a result, an increase in interest rates, whether due to an increase in market interest rates or an increase in our own cost of borrowing, would increase the cost of servicing our debt even though the amount borrowed remained the same resulting in our net income and cash flows, including cash available for servicing our indebtedness, to decrease correspondingly. See further description in Note 7 to the consolidated financial statements.

We may need additional capital in the future.

The development and expansion of our business may require additional funds. In the future, we may seek additional equity or debt financing to provide funds for our business and operations. Such financing may not be available or may not be available on satisfactory terms. In addition, the terms of our PNC Loan Agreement and the Credit Agreement could limit our ability to obtain additional debt financing. If financing is not available on satisfactory terms, we may be unable to expand our operations. While debt financing will enable us to expand our business more rapidly, debt financing increases expenses and we must repay the debt regardless of our operating results. However, equity financings could result in dilution to our existing stockholders.

Our inability to obtain adequate capital resources, whether in the form of equity or debt, to fund our business and growth strategies, may require us to delay, scale back, or eliminate some or all of our operations, which may adversely affect our financial results and operations.

Our operating results may experience significant fluctuations, which may make them difficult to predict.

In addition to the variability resulting from the short-term nature of our customers’ commitments, other factors contribute to periodic and seasonal quarterly fluctuations in our results of operations, which could be significant. These factors include the following:

cyclicality of the markets we serve;

timing and size of orders;

size and scope of projects and services;

timing of expenses in anticipation of future business;

changes in the mix of the services we render;

changes in cost and availability of labor and third-party vendors;

changes in the value of commodities;

changes in prices or market requirements for recyclable materials;

timely delivery of services to customers;

pricing and availability of competitive services;

pressures on reducing selling prices;

success in serving new markets;

introduction of new technologies into the markets we serve; and

changes in economic conditions.

Any acquisitions that we undertake could be difficult to integrate, disrupt our business, dilute stockholder value, and harm our operating results.

We plan to review strategic opportunities to buy other businesses that would complement our current service offerings, expand the scope of our service offerings, expand the breadth of our markets and sales channels, enhance our technical capabilities, or otherwise offer growth opportunities. If we make any future acquisitions, we could issue securities that would dilute the percentage ownership of our stockholders, incur substantial debt, or assume contingent liabilities.

Our experience in acquiring other businesses is limited. Potential acquisitions also involve numerous risks, including the following:

•

problems integrating the acquired operations, services, personnel, or technologies with our own;

•

unanticipated costs associated with the acquisition;

•

diversion of management’s attention from our core businesses;

•

adverse effects on existing business relationships with suppliers and customers;

•

risks associated with entering markets in which we have no or limited prior experience;

•

potential loss of key employees and customers of purchased organizations;

•

risk of impairment charges related to potential write-downs of acquired assets in acquisitions; and

•

the impact on our internal controls of compliance with the regulatory requirements under Sarbanes-Oxley Act of 2002.

Our acquisition strategy entails reviewing and potentially reorganizing acquired business operations, corporate infrastructure, and systems, and financial controls. Unforeseen expenses, difficulties, and delays frequently encountered in connection with rapid expansion through acquisitions could inhibit our growth and negatively impact our profitability. We may be unable to identify suitable acquisition candidates or to complete the acquisitions of candidates that we identify. Increased competition for acquisition candidates may increase purchase prices for acquisitions to levels beyond our financial capability or to levels that would not result in the returns required by our acquisition criteria. In addition, we may encounter difficulties in integrating the operations of acquired businesses with our own operations or managing acquired businesses profitably without substantial costs, delays, or other operational or financial problems.

Our strategy to increase our growth through acquisitions may be unsuccessful and could adversely affect our business and results.

As part of our growth strategy, we intend to further acquire other businesses; however, there is no assurance that we will be able to identify appropriate acquisition targets, successfully acquire identified targets or successfully integrate the business of acquired companies to realize the full benefits of the combined businesses.

Even if we successfully acquire a business entity, there is no assurance that our combined business will become profitable. The process of completing the integration of acquired businesses could cause an interruption of, or loss of momentum in, the activities of our company and the loss of key personnel. The diversion of management’s attention and any delays or difficulties encountered in connection with the pursuit of business acquisitions and the integration of acquired businesses, and the incurrence of significant, acquisition -related costs in connection with proposed and completed acquisitions, could have an adverse effect on our business, financial condition or results of operations.

If the benefits of any completed or proposed acquisition do not meet the expectations of investors, stockholders or financial analysts, the market price of our Common Stock may decline.

If the benefits of any completed acquisition or proposed acquisition do not meet the expectations of investors, stockholders or securities analysts, the market price of our Common Stock prior to such acquisition may decline. The market values of our Common Stock at the time of an acquisition may vary significantly from their prices on the date the acquisition target was identified.

If we are unable to maintain effective internal control over financial reporting in the future, the accuracy and timeliness of our financial reporting may be adversely affected.

Our reporting obligations as a public company place a significant strain on our management and our operational and financial resources and systems for the foreseeable future. If we fail to maintain the adequacy of our internal control over financial reporting, we may not be able to produce reliable financial reports or help prevent fraud. Our failure to maintain effective internal control over financial reporting could prevent us from filing our periodic reports on a timely basis, which could result in the loss of investor confidence in the reliability of our consolidated financial statements, harm our business, and negatively impact the trading price of our Common Stock. Any material weakness in our internal control over financial reporting may also result in restatement or adjustment relating to clerical errors and such restatement or adjustment may raise claims invoking the federal and state securities laws, or other claims arising from the restatement or adjustment and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. We can provide no assurance that such litigation or dispute will not arise in the future.

If we are unable to maintain effective internal control over financial reporting in the future, the accuracy and timeliness of our financial reporting may be adversely affected.

Our reporting obligations as a public company place a significant strain on our management and our operational and financial resources and systems for the foreseeable future. If we fail to maintain the adequacy of our internal control over financial reporting, we may not be able to produce reliable financial reports or help prevent fraud. Our failure to maintain effective internal control over financial reporting could prevent us from filing our periodic reports on a timely basis, which could result in the loss of investor confidence in the reliability of our consolidated financial statements, harm our business, and negatively impact the trading price of our Common Stock. Any material weakness in our internal control over financial reporting may also result in a restatement or an adjustment relating to clerical errors. Such restatement or adjustment may give rise to claims under federal and state securities laws, or other claims arising from the restatement or adjustment, including claims of material weaknesses in our internal control over financial reporting and the preparation of our financial statements. We can provide no assurance that such claims will not arise in the future.

Increased prices and inflation could negatively impact our financial results.

Though we believe that the rates of inflation in recent years have not had a significant impact on our operations, a continued increase in inflation, including inflationary pressure on labor and the goods and services we rely upon to deliver service to our customers, could result in increases to our operating costs, and we may be unable to pass these costs on to our customers. If inflation in these costs increases beyond our ability to control for them through measures such as implementing operating efficiencies, we may not be able to increase prices to sufficiently offset the effect of various cost increases without negatively impacting customer demand, thereby increasing our costs of doing business and reducing our margins. If such impacts are prolonged and substantial, they could have a material adverse effect on our results of operations.

We depend on key personnel who would be difficult to replace, and our business will likely be harmed if we lose their services or cannot hire additional qualified personnel.

Our success depends to a significant extent upon the continued services of our current management team and key personnel. The loss of one or more of our key executives or employees could have a material adverse effect on our business. We do not maintain “key person” insurance policies on the lives of any of our executives or any of our other employees. We employ all of our executives and key employees on an at-will basis, and their employment can be terminated by us or them at any time, for any reason, and without notice, subject, in certain cases, to severance payment rights. In order to attract and retain valuable employees, in addition to salary and cash incentives, we regard our ability as a public company to grant stock-based compensation as an important component of our ability to attract and retain key personnel. The value to employees of stock-based compensation over time will be significantly affected by movements in our stock price that are beyond our control and may at any time be insufficient to counteract offers from other companies.

Our success also depends on our ability to attract, retain, and motivate additional skilled management personnel. We plan to continue to expand our ~~work~~workforce ~~force~~ to continue to enhance our business and operating results. We believe that there is significant competition for qualified personnel with the skills and knowledge that we require. Many of the other companies with which we compete for qualified personnel have substantially greater financial and other resources than we do. They also may provide more diverse opportunities and better chances for career advancement. Some of these characteristics may be more appealing to high-quality candidates than those which we have to offer. If we are not able to retain our current key personnel or attract the necessary qualified key personnel to accomplish our business objectives, we may experience constraints that will significantly impede the achievement of our business objectives and our ability to pursue our business strategy. New hires require significant training and, in most cases, take significant time before they achieve full productivity. New employees may not become as productive as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals. If our recruiting, training, and retention efforts are not successful or do not generate a corresponding increase in revenue, our business will be harmed.

The effects of global economic conditions may impact our business, operating results, or financial condition.

Global economic conditions and political events, domestic or international terrorist events and hostilities, or complications due to natural, nuclear, or other disasters and pandemics or other health crises may reduce demand for our services because of reduced global or national economic activity. ItThese events may also cause disruptions and extreme volatility in global financial markets, increase rates of default and bankruptcy, and impact levels of consumer and commercial spending.

~~Russia’s~~Global ~~military~~conflicts ~~intervention~~and inmilitary ~~Ukraine~~hostilities incontinue ~~late~~to ~~February~~contribute ~~2022~~to ~~created~~ significant political and economic ~~global~~ uncertainty worldwide. ~~Although~~Russia's ~~the~~military ~~length~~intervention ~~and~~in ~~impact~~Ukraine, ofwhich ~~this~~began ~~and~~in ~~other~~February ~~global conflicts are highly unpredictable~~2022, ~~they~~has ~~could~~led ~~lead~~ to sustained market disruptions, including ~~significant~~ volatility in commodity prices, credit and capital markets, asand ~~well as~~ supply chain interruptions. WeOn ~~are~~February ~~continuing~~28, to2026, ~~monitor~~the U.S. and Israel initiated air strikes against Iranian military targets and leadership. Since then, retaliation by Iran against U.S. and Israeli interests in the ~~Ukraine~~Middle ~~activities~~East has been widespread. As of the date of the filing of this Annual Report on Form 10-K, military activity and ~~related~~hostilities ~~actions~~continue to escalate in the Middle East, and ~~assessing~~the situation throughout the region remains volatile, with the potential ~~impact~~for oncontinued ~~our~~escalation ~~business~~into a broader and more sustained regional conflict. These and other global conflicts could, among other things, cause further disruption to global supply chains, particularly with respect to energy markets; contribute to increased commodity prices and inflationary pressures;

All of these factors may have far reaching impacts on our business, operations, and financial results and conditions, directly and indirectly, including without limitation impacts on the health of our company’s management and employees, marketing and sales operations, customer and consumer behaviors, and on the overall economy. The scope and nature of these impacts, most of which are beyond our company’s control, continue to evolve and the outcomes are uncertain.14

result in the imposition of additional international sanctions or trade restrictions; and create broader economic uncertainty. We are continuing to monitor these developments and assess the potential impact on our business.

Beyond these specific geopolitical developments, there has been heightened uncertainty in the broader macroeconomic environment, especially as it relates to fluctuations in unemployment, inflation, tariffs, and consumer and business spending, as well as government actions or inactions. Any such uncertainty and related market disruptions may have adverse consequences on us or the third parties on whom we rely. If the equity and credit markets deteriorate, including as a result of political unrest or war, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, more costly, or more dilutive. Inflation can adversely affect us by increasing our costs, including salary costs. Any significant increases in inflation and related increases in interest rates could have a material adverse effect on our business, results of operations, and financial condition.

All of these factors may have far-reaching impacts on our business, operations, and financial results and conditions, directly and indirectly, including without limitation impacts on the health of our company's management and employees, marketing and sales operations, customer and consumer behaviors, and on the overall economy. The scope and nature of these impacts, most of which are beyond our company's control, continue to evolve and the outcomes are uncertain.

Risks Related to Ownership of Our Securities

Our stock price has been and will likely continue to be volatile, and the value of an investment in our Common Stock may decline.

The trading price of our Common Stock has been and is likely to continue to be volatile. In addition to the risk factors described in this section and elsewhere in this Annual Report on Form 10-K, factors that may cause the price of our Common Stock to fluctuate include the following:

•

limited trading activity in our Common Stock;

•

actual or anticipated fluctuations in our quarterly or annual financial results;

•

the financial guidance we may provide to the public, any changes in such guidance, or our failure to meet such guidance;

•

the failure of industry or securities analysts to maintain coverage of our company, changes in financial estimates by any industry or securities analysts that follow our company, or our failure to meet such estimates;

•

various market factors or perceived market factors, including rumors, whether or not correct, involving us, our customers, our strategic partners, or our competitors;

•

sales, or anticipated sales, of large blocks of our stock;

•

short selling of our Common Stock by investors;

•

additions or departures of key personnel;

•

announcements of technological innovations by us or by our competitors;

•

introductions of new services or new pricing policies by us or by our competitors;

•

changing competitive factors;

•

regulatory or political developments;

•

fluctuating commodity prices, including oil;

•

litigation and governmental or regulatory investigations;

•

acquisitions or strategic alliances by us or by our competitors; and

•

general economic, political, and financial market conditions or events.

Furthermore, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These and other factors may cause the market price and demand for our Common Stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the price or liquidity of our Common Stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our stockholders were to bring a lawsuit against us, we could incur substantial costs defending the lawsuit or paying for settlements or damages. Such a lawsuit could also divert the time and attention of our management from our business.

Our directors, executive officers, and principal stockholders have substantial control over us and will be able to exert significant control over matters subject to stockholder approval.

Our directors, executive officers, and holders of more than 5% of our Common Stock, together with their affiliates, beneficially own or control a majority of our outstanding Common Stock. If these stockholders act together, including with respect to the election of specified directors as contemplated by a voting agreement among certain of them, they will be able to exercise significant influence over all matters requiring stockholder approval, including the election of directors and the approval of significant corporate transactions, such as a merger or other sale of our company or our assets. This concentration of ownership could limit your ability to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us.

The members of our board of directors and our executive officers have broad rights.

Our business is operated under the control of our board of directors and officers. Stockholders have no right to take part in the control of our affairs or the day-to-day management or operation of the business. Stockholders are permitted to vote only in a limited number of circumstances. While the members of the board of directors are accountable as fiduciaries and are obligated to exercise duties of due care, loyalty, and full disclosure in handling our affairs, the board of directors is entitled to certain limitations of liability and to indemnity by us. Such indemnity and limitation of liability may limit rights that our stockholders would otherwise have to seek redress against the board of directors. Our executive officers are entitled to similar indemnification and limitation of liability. Our stockholders who have questions concerning the duties of the board of directors to our stockholders should consult their own legal counsel.

Anti-takeover provisions could impair a takeover attempt of our company even if the transaction would be beneficial to our stockholders and could make it difficult for you to change our management.

Certain provisions of our articles of incorporation and bylaws and applicable provisions of Nevada law may have the effect of rendering more difficult, delaying, or preventing, or rendering an acquisition of our company more difficult, even when this would be in the best interest of our stockholders.

Our articles of incorporation and bylaws include provisions that provide for the following:

•

authorize our board of directors to issue, without further action by the stockholders, up to 10,000,000 shares of undesignated preferred stock;

•

specify that special meetings of our stockholders can be called only by our board of directors or the chairman of our board of directors;

•

establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors;

•

establish that our board of directors is divided into three classes, Class I, Class II, and Class III, with each class serving three-year staggered terms;

•

prohibit cumulative voting in the election of directors; and

•

provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum.

In addition, we are subject to Section 78.438 of the Nevada General Corporation Law, which generally prohibits a Nevada corporation from engaging in any of a broad range of business combinations with an interested stockholder for a period of two years following the date on which the stockholder became an interested stockholder, unless such transactions are approved by our board of directors. This provision could have the effect of delaying or preventing a change of control of our company, whether or not it is desired by or beneficial to our stockholders. In addition, other provisions of Nevada law may also discourage, delay, or prevent someone from acquiring us or merging with us.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. Any provision of our articles of incorporation or bylaws or Nevada law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Common Stock and could also affect the price that some investors are willing to pay for our Common Stock.

Since we do not expect to pay any cash dividends for the foreseeable future, our stockholders may be forced to sell their stock in order to obtain a return on their investment.

We have never declared or paid any cash dividends on our capital stock, and we do not anticipate declaring or paying any cash dividends in the foreseeable future. In addition, the terms of our PNC Loan Agreement and the Credit Agreement restrict our ability to declare cash dividends. We plan to retain any future earnings to finance our operations and growth plans. Our credit agreement also prohibits us from paying dividends on our Common Stock. Accordingly, investors must rely on sales of shares of their Common Stock after price appreciation, which may never occur, as the only way to realize any return on their investment.

Our business could be negatively affected as a result of actions of activist stockholders, and such activism could impact the trading value of our securities.

Stockholders may, from time to time, engage in proxy solicitations or advance stockholder proposals, or otherwise attempt to effect changes and assert influence on our board of directors and management. Activist campaigns that contest or conflict with our strategic direction or seek changes in the composition of our board of directors could have an adverse effect on our operating results and financial condition. A proxy contest would require us to incur significant legal and advisory fees, proxy solicitation expenses and administrative and associated costs and require significant time and attention by our board of directors and management, diverting their attention from the pursuit of our business strategy. Any perceived uncertainties as to our future direction and control, our ability to execute on our strategy, or changes to the composition of our board of directors or senior management team arising from a proxy contest could lead to the perception of a change in the direction of our business or instability which may result in the loss of potential business opportunities, make it more difficult to pursue our strategic initiatives, or limit our ability to attract and retain qualified personnel and business partners, any of which could adversely affect our business and operating results. If individuals are ultimately elected to our board of directors with a specific agenda, it may adversely affect our ability to effectively implement our business strategy and create additional value for our stockholders. We may choose to initiate, or may become subject to, litigation as a result of the proxy contest or matters arising from the proxy contest, which would serve as a further distraction to our board of directors and management and would require us to incur significant additional costs. In addition, actions such as those described above could cause significant fluctuations in our stock price based upon temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

Future sales of our Common Stock in the public market by our existing stockholders, or the perception that such sales might occur, could depress the market price of our Common Stock.

The market price of our Common Stock could decline as a result of sales of a large number of shares of our Common Stock in the market, and even the perception that these sales could occur may depress the market price. As of December 31, ~~2024~~2025, we had 20,~~606~~959,~~395~~751 shares of our Common Stock outstanding. Many of these shares may be sold in the public market, subject to prior registration or qualification for an exemption from registration, including, in the case of shares held by affiliates, compliance with the volume restrictions of Rule 144. Shares held by affiliates of our company, which generally include our directors, officers, and certain principal stockholders, are subject to the resale limitations of Rule 144 as described below. We also may register for resale shares that are deemed to be “restricted securities” or shares held by affiliates of our company.

In general, under Rule 144 as currently in effect, any person or persons whose shares are aggregated for purposes of Rule 144, who is deemed an affiliate of our company and beneficially owns restricted securities with respect to which at least six months has elapsed since the later of the date the shares were acquired from us, or from an affiliate of ours, is entitled to sell within any three-month period a number of shares that does not exceed the greater of 1% of the then outstanding shares of our Common Stock and the average weekly trading volume in Common Stock during the four calendar weeks preceding such sale. Sales by affiliates under Rule 144 also are subject to certain manner-of-sale provisions and notice requirements and to the availability of current public information about us. Rule 701, as currently in effect, permits our employees, officers, directors, and consultants who purchase shares pursuant to a written compensatory plan or contract to resell these shares in reliance upon Rule 144, but without compliance with specific restrictions.

Rule 701 provides that affiliates may sell their Rule 701 shares under Rule 144 without complying with the holding period requirement and that non-affiliates may sell their shares in reliance on Rule 144 without complying with the holding period, public information, volume limitation, or notice provisions of Rule 144. A person who is not an affiliate, who has not been an affiliate within three months prior to sale, and who beneficially owns restricted securities with respect to which at least one year has elapsed since the later of the date the shares were acquired from us, or from an affiliate of ours, is entitled to sell such shares under Rule 144 without regard to any of the volume limitations or other requirements described above. Sales of substantial amounts of our Common Stock in the public market could adversely affect the market price for our Common Stock.

As of December 31, ~~2024~~2025, we had 34,~~960~~271,~~595~~325 shares of Common Stock issuable upon the exercise of outstanding stock options, deferred stock units (“DSUs”), restricted stock units (“RSUs”), performance stock units (“PSUs”) and warrants under our incentive compensation plan and other option and warrant agreements. Upon the exercise of stock options and warrants, such shares generally will be eligible for sale in the public market, except that affiliates will continue to be subject to volume limitations and other requirements of Rule 144. The issuance or sale of such shares could depress the market price of our Common Stock.

Future sales and issuances of our Common Stock or rights to purchase Common Stock by us, including pursuant to our equity incentive plan and employee stock purchase plan, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.

We intend to issue additional securities pursuant to our equity incentive plan and our employee stock purchase plan may issue equity or convertible securities in the future. To the extent we do so, our stockholders may experience substantial dilution. We may sell Common Stock, convertible securities, or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell Common Stock, convertible securities, or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales and new investors could gain rights superior to our existing stockholders.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

We support a risk-based cybersecurity program with control alignment to the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”). The core functions of the program are designed to manage cyber-related risks and strengthen the overall cybersecurity posture of our organization.

Annual external cybersecurity and compliance assessments are conducted for the identification, prioritization, and remediation of cyber-related risks to the company’s information systems and data. Ongoing internal risk assessments are conducted to ensure protective and detective security controls perform as expected.

Risk Mitigation

To mitigate identified cyber-related risks to our organization, we employ a multi-layered approach that has been integrated into our overall risk management systems and processes that includes:

•

Security Controls: We have implemented industry-standard security controls aligned with the NIST CSF framework such as identity and access control, multi-factor authentication, encryption, and data protection measures.

•

Security Awareness: We conduct regular cybersecurity awareness training to educate employees about potential threats and best practices for safeguarding company assets and data. In addition, we conduct periodic phishing tests to enhance our security awareness program.

•

Third-Party Oversight: We ~~evaluate~~assess third-party ~~partners~~service providers’ cybersecurity practices through due diligence assessments, contractual requirements, and ~~contractual~~risk-based ~~obligations~~oversight processes. Our third-party risk management program ~~also~~considers ~~assesses third party~~ risks, ~~and~~associated wewith ~~perform~~ third-party ~~risk~~access ~~management~~ to ~~identify~~Company systems and ~~mitigate~~data, including risks ~~from~~related ~~third~~to ~~parties~~data ~~associated~~exchange ~~with~~and ~~our~~system ~~use of third-party service providers~~integrations. Cybersecurity risks are evaluated ~~when~~during ~~determining~~ the selection, onboarding, and oversight of ~~applicable~~ third-party service providers, and security controls are implemented to support data protection.

•

17Continuous Monitoring: We have partnered with a third party Managed Security Services Provider to provide event logging, monitoring for detection of cybersecurity events, and assistance with investigations into possible cyber-related events, as well as assessment and consultation on security enhancements.

•

Continuous Monitoring: We have partnered with a third-party Managed Security Services Provider to provide event logging, monitoring for detection of cybersecurity events, and assistance with investigations into possible cyber-related events, as well as assessment and consultation on security enhancements.

Business Resiliency: We have developed emergency response, business continuity, and disaster recovery plans to respond to a widespread disruption to business operations.

•

Continuous Improvement: Any previous cybersecurity incidents, whether material or not, have resulted in improvements in the company’s cybersecurity program, policies, or technical controls, where applicable.

Cybersecurity threats, including asthose aresulting ~~result~~from ofprior ~~any previous~~ cybersecurity incidents, have not materially affected ~~and~~the weCompany’s ~~believe~~business ~~are~~strategy, ~~not~~results ~~reasonably~~of ~~likely~~operations, toor ~~affect~~financial ~~our company~~condition, ~~including~~and ~~our~~we ~~business~~do ~~strategy,~~not ~~results~~believe ofsuch ~~operations~~threats orare ~~financial~~reasonably ~~condition~~likely to have a material impact in the future. WeThe Company and ~~our~~its third-party ~~partners~~service ~~have~~providers ~~frequently~~are ~~been~~subject ~~the~~to ~~target~~ongoing of cybersecurity threats and ~~expect~~incidents, ~~them~~and such threats are expected to continue. For an additional description of these cybersecurity risks and potential related impacts on us, see “Risk Factors - Cyberattacks and security vulnerabilities could lead to increased costs, liability claims, unauthorized access to customer data, or harm to our reputation” in Part I, Item 1A of this Annual Report on Form 10-K.

Governance

Cybersecurity is an important part of our risk management processes and an area of focus for our Board of Directors and management team. We have established a cybersecurity governance framework that encompasses policies, procedures, and controls designed to support cybersecurity risk management practices. Our Senior Information Systems Administrator is responsible for assessing and managing material risks from cybersecurity threats. This position reports directly to our Senior Vice President of Business Transformation. In addition, we have retained Virtual Chief Information Security Officer (CISO) services to support our cybersecurity risk management and governance practices. Such individuals have substantial prior work experience in various roles involving cybersecurity risk management and information technology, including security, compliance, systems and programming, and bring a wealth of expertise in their roles. These individuals are informed about, and monitor the prevention, mitigation, detection and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy process described above, and report to our Managed Security Services Provider and our Board of Directors on any appropriate items. Our Board of Directors oversees the cybersecurity program and receives program metrics as well as information related to identified cyber-related risks when meeting with the company’s management.

While we continuously invest in cybersecurity controls, we acknowledge the possibility of cybersecurity incidents despite our efforts. These incidents may include unauthorized access, data breaches, ransomware attacks, and service disruptions. We have contracted with ~~a cyber insurance provider, Incident Response provider, and a Managed Security Services Provider to minimize the impact of such events and support prompt detection, containment, and recovery measures.~~

a cyber insurance provider and a Managed Security Services Provider to minimize the impact of such events and support prompt detection, containment, and recovery measures.

ITEM 2. PROPERTIES

Our executive offices ~~are~~were previously located in The Colony, Texas, where we ~~lease~~leased approximately 16,200 square feet under a lease that expires in December 2027. We ~~also~~In ~~have~~January an2026, ~~administrative~~we ~~office~~entered ininto ~~Pennsylvania. We~~a ~~believe~~sublease ~~that~~agreement ~~our~~for ~~current~~this ~~facilities~~office ~~are~~space ~~adequate~~in toThe ~~meet~~Colony, ~~our~~Texas. ~~needs~~The ~~for~~sublease ~~the~~agreement ~~near~~is ~~future~~effective ~~and~~through ~~that~~December ~~suitable~~31, ~~additional~~2027, orat ~~alternative~~which ~~space~~time ~~will~~our belease ~~available~~for onthe ~~commercially~~space ~~reasonable~~will ~~terms to accommodate our foreseeable future operations~~terminate.

In March 2026, we entered into a new office lease, effective as of May 2026, and will move to a smaller office space located at 433 E. Las Colinas Boulevard, Suite 675, Irving, Texas 75039 which is comprised of approximately 4,000 square feet, largely due to the Company’s current hybrid work environment. We also have an administrative office in Pennsylvania. We believe that our current facilities are adequate to meet our needs for the near future and that suitable additional or alternative space will be available on commercially reasonable terms to accommodate our foreseeable future operations.

ITEM 3. LEGAL PROCEEDINGS

We may be subject to legal proceedings in the ordinary course of business. As of the date of this Annual Report on Form 10-K, we are not aware of any legal proceedings to which we are a party that we believe could have a material adverse effect on us.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

1819

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our Common Stock has traded on the Nasdaq Capital Market, or Nasdaq, under the symbol “QRHC” since May 19, 2014.

As of March 32, ~~2025~~2026, there were 20,~~606~~959,~~395~~751 shares of Common Stock outstanding and approximately 75 holders of record of our Common Stock. A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares are held by banks, brokers and other financial institutions.

Dividend Policy

We have never declared or paid, and do not anticipate declaring or paying in the foreseeable future, any cash dividends on our capital stock. In addition, the terms of our PNC Loan Agreement and the Credit Agreement (each as defined in Note 7 to the consolidated financial statements), restrict our ability to declare cash dividends. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then existing conditions, including our operating results, financial condition, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.

Equity Compensation Plan Information

For equity compensation plan information, refer to Item 12 in Part III of this Annual Report on Form 10-K.

Recent Sales of Unregistered Securities

Except as previously disclosed in the Company’s filings with the SEC, there were no sales of unregistered securities for the year ended December 31, ~~2024~~2025.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and accompanying notes appearing elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements, based upon our current expectations and related to future events and our future financial performance, that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors,” “Forward-Looking Statements,” and elsewhere in this Annual Report on Form 10-K.

Our Business

WeQuest ~~also~~optimizes ~~provide~~the ~~information~~waste management and ~~data~~recycling ~~that~~processes ~~tracks~~ and ~~reports~~equipment ~~the~~utilization ~~detailed~~for ~~transactional~~our ~~and~~customers, ~~environmental~~which ~~results~~lowers ofcosts ~~our services~~ and provides ~~actionable~~scalable ~~data~~efficiency. toWe ~~improve~~uncover ~~business~~hidden ~~operations. The~~cost ~~data~~increases weby ~~generate~~auditing ~~enables~~invoices ~~our~~and ~~customers~~disallowing tounauthorized ~~address~~charges ~~their~~and ~~environmental~~fees.

1920

~~goals~~We ~~and~~provide ~~responsibilities~~consolidation for all invoices, reporting, and toremittance, ~~report~~further tosimplifying ~~internal~~the waste management and ~~external~~recycling ~~parties~~process ~~such~~for ascustomers. ~~employees,~~We ~~investors,~~ensure ~~business~~the ~~partners,~~frequency ~~and~~of ~~governmental~~our ~~agencies~~customers’ services aligns directly with the volume of waste they generate.

~~Years~~Quest ~~Ended~~also ~~December~~provides ~~31,~~information ~~2024~~and data that tracks and ~~2023~~reports ~~Operating~~the ~~Results~~detailed transactional and environmental results of our services and provides actionable data to improve business operations. The data we generate enables our customers to address their environmental goals and responsibilities and to report to internal and external parties such as employees, investors, business partners, and governmental agencies.

Our ~~consolidated~~services ~~financial~~are ~~statements~~primarily tailored to large, Fortune 1000 businesses and are applicable across multiple and diverse industry sectors. Our service offerings are broad and include ~~the~~a ~~operating~~wide ~~activities~~range of ~~our~~environmental ~~company~~ and ~~our~~waste ~~subsidiaries~~management ~~for~~solutions. ~~the~~These ~~years~~services ~~ended~~range ~~December~~from ~~31,~~traditional ~~2024~~waste management to managing more than 150 different types of waste streams and ~~2023~~recyclable materials.

~~The~~Years ~~following~~Ended ~~table summarizes our operating results for the years ended~~ December 31, ~~2024~~2025 and ~~2023~~2024 ~~(in~~Operating ~~thousands):~~Results

	Years Ended December 31,
	2024			2023
Revenue	$	288,532		$	288,378
Cost of revenue		238,537			238,313
Gross profit		49,995			50,065
Operating expenses:
Selling, general, and administrative		39,543			37,669
Depreciation and amortization		9,401			9,571
Impairment loss		5,511			—
Total operating expenses		54,455			47,240
Operating income (loss)		(4,460	)		2,825
Interest expense		(10,312	)		(9,729	)
Loss before taxes		(14,772	)		(6,904	)
Income tax expense		291			387
Net loss	$	(15,063	)	$	(7,291	)

Our consolidated financial statements include the operating activities of our company and our subsidiaries for the years ended December 31, 2025 and 2024.

~~Year~~The ~~Ended~~following ~~December~~table ~~31,~~summarizes ~~2024~~our ~~compared~~operating ~~with~~results ~~Year~~for ~~Ended~~the years ended December 31, ~~2023~~2025 and 2024 (in thousands):


	Years Ended December 31,
	2025			2024
Revenue	$	250,217		$	288,532
Cost of revenue		207,673			238,537
Gross profit		42,544			49,995
Operating expenses:
Selling, general, and administrative		37,634			39,543
Depreciation and amortization		5,276			9,401
Loss on sale of assets, net		4,084			—
Impairment loss		1,707			5,511
Total operating expenses		48,701			54,455
Operating loss		(6,157	)		(4,460	)
Interest expense		(9,209	)		(10,312	)
Loss before taxes		(15,366	)		(14,772	)
Income tax expense		16			291
Net loss	$	(15,382	)	$	(15,063	)

Year Ended December 31, 2025 compared with Year Ended December 31, 2024

Global Economic Trends

There has been heightened uncertainty in the macroeconomic environment, ~~characterized~~especially byas ~~increasing~~it relates to fluctuations in unemployment, ~~significant~~ inflation, ~~and~~tariffs, ~~decreased~~ consumer and business spending, and government actions or inactions, including government shutdowns. There are also significant geopolitical concerns, including ~~the~~ ongoing ~~conflict~~global ~~between Ukraine and Russia~~conflicts, which have created extreme volatility in the global capital markets and are expected to have further global economic consequences, including disruptions of the global supply chain and energy markets. Any such volatility and disruptions may have adverse consequences on us or the third parties on whom we rely. If the equity and credit markets deteriorate, including as a result of political unrest or war, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive. Inflation can adversely affect us by increasing our costs, including salary costs. Any significant increases in inflation and related increases in interest rates could have a material adverse effect on our business, results of operations and financial condition.

Revenue

For the year ended December 31, ~~2024~~2025, revenue was $~~288~~250.52 million, ana ~~increase~~decrease of $038.13 million, or 013.13%, compared with revenue of $288.45 million for the year ended December 31, ~~2023~~2024.

~~Newly~~The ~~added~~decline ~~customers~~ in ~~the current year contributed $18.6 million in additional~~ revenue ~~($8.5~~for ~~million~~the inyear ~~the~~ended ~~fourth~~December ~~quarter)~~31, ~~compared~~2025 towas ~~the~~primarily ~~prior~~driven ~~year. Additionally,~~by ~~overall~~ongoing ~~demand~~headwinds ~~was~~from ~~mostly~~certain ~~strong~~clients ~~for~~in the ~~remaining~~industrial ~~business~~end ~~which~~market, inwhich ~~total,~~reduced ~~contributed~~revenue by $2531.64 million. inThese ~~additional~~headwinds ~~revenue,~~are anmostly ~~increase~~confined ofto ~~almost~~a ~~13%~~few ~~from~~clients ~~2023. These~~and ~~increases~~are ~~were~~primarily ~~mostly~~related ~~offset~~to by lower waste volumes ~~from lost customers~~ and services ~~and~~which ~~lower~~are ~~volumes~~directly ~~due~~tied to ~~soft~~our ~~conditions in a certain customer~~clients’s ~~end~~lower ~~markets~~production volumes. ~~These~~ ~~reductions~~Additionally, ~~resulted~~our inrevenues adecreased ~~decrease~~year-over-year ofby ~~revenues~~approximately of $4414.03 million, ~~which includes lower than expected production volumes at one of our largest customers~~ due to ~~soft~~the ~~conditions~~divestiture ~~in their end market. Approximately one-third~~ of ~~the~~an ~~lower~~underperforming ~~revenues~~business isoperation ~~associated~~which ~~with~~occurred ~~customers,~~in ~~both former and current, related to~~ the ~~disposal~~first ~~group~~quarter ~~held~~of ~~for sale~~2025. See Note 3 to our consolidated financial statements for further ~~discussion~~discussions of the divested operations.

These revenue reductions were partially offset by incremental growth across the broader portfolio, which contributed approximately $7.0 million in revenue during 2025. The incremental revenue growth is comprised of approximately $29.4 million earned from new client growth and from the expansion of existing clients’ business. This growth in business was partially offset by client attrition of

$19.5 million. The client attrition primarily occurred in and around the fourth quarter of 2024 and was mostly related to clients that were acquired by the Company under prior business combinations.

Cost of Revenue/Gross Profit

Cost of revenue ~~increased~~decreased to $~~238~~207.57 million for the year ended December 31, ~~2024~~2025, from $238.35 million for the year ended December 31, ~~2023~~2024. The ~~changes~~reduction in ~~cost~~costs ofwas ~~revenues~~primarily ~~were~~driven ~~primarily~~by ~~due~~lower tovolumes ~~the~~related ~~changes~~to incustomer ~~revenue~~attrition ~~described~~and ~~above. Additionally,~~softness wein ~~experienced~~the ~~higher~~industrial ~~cost~~end-market, ofas ~~revenue~~well as athe ~~percentage~~impact of ~~revenue~~our indivested ~~2024~~business ~~due~~operations, ~~to on-boarding and ramping up of new customers~~ which ~~was~~eliminated ~~offset~~costs byassociated ~~the~~with ~~reductions from the~~ lower-margin ~~volumes~~operations. ~~described~~The inyear-over-year ~~the~~changes ~~revenues section whose margins~~ were ~~lower~~mostly ~~overall~~proportional ~~than~~with the ~~company’s~~changes ~~average~~in ~~gross~~revenue ~~margin~~above. In addition, in ~~2023 we recorded $1.2 million in cost of revenue related to unreconciled accounts payable from a 2021 acquisition, and in~~ the fourth quarter of 2024, we recorded approximately $1.0 million in cost of ~~revenues~~revenue related to unreconciled accounts payable ~~related to 2021 and 2022~~ payments.

20Gross profit decreased $7.5 million to $42.5 million for the year ended December 31, 2025, from $50.0 million for the year ended December 31, 2024. Our gross profit margin was 17.0% for the year ended December 31, 2025, compared with 17.3% for the year ended December 31, 2024. The decline in margin reflects the proportional changes from the decline in revenue outlined above, which included lower volumes stemming from industrial market weakness and client attrition occurring earlier in the year, partially offset by contributions from new client growth, the expansion of client business, the favorable impact of the underperforming business divestiture, and ongoing margin enhancement initiatives. Additionally, lower margins isolated within the industrial sector contributed approximately $1.0 million to the reduction in gross profit, which mostly related to the three months ended December 31, 2025.

~~Gross~~To a lesser extent, generally, revenue, gross profit, ~~decreased~~and ~~$(0.1)~~gross ~~million~~profit tomargins ~~$50.0~~are ~~million~~affected ~~for~~period to period by the ~~year~~volumes ~~ended~~of ~~December~~waste 31and recyclable materials generated by our customers, ~~2024~~the frequency and type of services provided, ~~from~~the ~~$50.1~~price ~~million~~and mix of the services provided, price changes for recyclable materials, the ~~year~~cost ~~ended~~and ~~December~~mix 31of subcontracted services provided in any one reporting period, ~~2023. Our~~and ~~gross~~the ~~profit~~timing ~~margin~~of ~~was~~customer 17on-boarding and divestitures.3% ~~for~~Volumes ~~the~~of ~~year~~waste ~~ended~~and ~~December~~recyclable ~~31,~~materials ~~2024~~generated by our customers are impacted period to period based on several factors including their production or sales levels, ~~compared~~demand ~~with~~of ~~17.4%~~their ~~for~~product or services in the ~~year~~market, ~~ended~~supply ~~December~~chain 31reliability, ~~2023~~and labor force stability, among other business factors.

Revenue, gross profit, and gross profit margins are affected period to period by the volumes of waste and recyclable materials generated by our customers, the frequency and type of services provided, the price and mix of the services provided, price changes for recyclable materials, the cost and mix of subcontracted services provided in any one reporting period, and the timing of acquisitions and integrations. Volumes of waste and recyclable materials generated by our customers are impacted period to period based on several factors including their production or sales levels, demand of their product or services in the market, supply chain reliability, and labor force stability, among other business factors.

Operating Expenses

For the year ended December 31, ~~2024~~2025, operating expenses ~~increased~~decreased to $5448.57 million from $4754.25 million for the year ended December 31, ~~2023~~2024.

Selling, general, and administrative expenses were $3937.56 million and $3739.75 million for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. ~~The~~ ~~increase~~For ~~primarily~~the ~~relates~~year toended ~~increases~~December in31, ~~overall~~2025, ~~labor~~the ~~related~~expense ~~expenses~~decrease ofincludes approximately $01.86 million, ~~which~~in ~~includes~~labor-related ~~the~~cost ~~benefit~~savings ofresulting anfrom ~~approximately~~a ~~$0.8 million~~ reduction in ~~year~~headcount ~~over~~due ~~year~~to ~~bonus~~operational ~~expense~~efficiency ininitiatives ~~2024,~~implemented ~~mostly~~throughout ~~related~~the toyear. ~~unearned~~The ~~executive~~Company’s ~~bonus~~cost ~~expense. Professional~~savings ~~fees~~initiatives also ~~increased~~resulted byin a decrease of approximately $01.42 million ~~compared~~in toprofessional ~~the prior year~~fees. Additionally, bad debt expense ~~increased~~decreased approximately $0.29 million ~~compared~~from to the prior year, ~~which~~primarily ~~included~~driven ~~approximately~~by ~~$0.5~~our ~~million~~collection inefforts ~~additional~~and ~~bad~~the ~~debt~~divestiture ~~reserve~~of ~~for~~our ~~certain~~underperforming ~~customers~~business ~~related~~operation. toThese ~~the~~reductions ~~assets~~were ~~held~~partially ~~for~~offset ~~sale~~by an increase of approximately $1. ~~Operating~~6 ~~expenses~~million ~~included~~in ~~depreciation~~severance and ~~amortization~~retirement-related ofexpenses ~~$9.4~~during ~~million~~the year and approximately $90.6 million in IT and software-related costs incurred to support ongoing efficiency improvements. Finally, while bonus expense was mostly in line with the prior year, the financial results for the ~~years~~three months ended December 31, ~~2024~~2025 ~~and~~included ~~2023,~~a ~~respectively~~$0.8 million decrease in bonus expense compared to the prior three months.

WeOperating ~~recorded~~expenses aincluded depreciation and amortization of $5.53 million ~~impairment~~and ~~charge~~$9.4 million for the ~~year~~years ended December 31, 2025 and 2024, respectively. The decrease in depreciation and amortization expense is due primarily to a lower customer relationship intangible balance, resulting from the held for sale classification of intangible assets associated with ana ~~asset~~disposal group ~~classified~~at December 31, 2024. Additionally, as ~~held~~a ~~for~~result ~~sale~~of certain client attrition, the Company determined a customer relationship intangible was impaired and recorded an impairment charge of $1. 7 million during 2025, which reduced the intangible value. See Note 35 to our consolidated financial statements for further discussion.

On March 31, 2025, we completed the sale of substantially all of the assets used in an underperforming business operation. The selling price of the assets, which were classified as held for sale on December 31, 2024, was approximately $5.0 million in cash plus (i) additional amounts, not to exceed $6.5 million, based on future performance of the contracts sold over the three years following the date of closing and (ii) a one-time payment based on the purchaser’s ability to collect the accounts receivable and other monies due for sales and deliveries of goods, performance of services and other business transactions, subject to certain other adjustments as set forth in the asset purchase agreement.

In connection with the sale of the divested business operations, we recognized a $4.4 million loss on sale of assets for the year ended December 31, 2025 as a result of the final purchase price and additional post-closing adjustments. As of December 31, 2024, we recorded a $5.5 million impairment charge for the estimated fair value of the disposal group which was classified as held for sale. See Note 3 to our consolidated financial statements for further discussion.

During the second half of 2025, we recognized a net gain on sale of approximately $276 thousand for the sale of certain compactors and related equipment, which primarily related to sale-leaseback transactions entered into with a third party. See Note 8 to our consolidated financial statements for further discussion.

Interest Expense

For the year ended December 31, ~~2024~~2025, interest expense ~~increased~~decreased to $109.32 million from $910.73 million for the year ended December 31, ~~2023~~2024, primarily due to ~~increased~~reduced borrowings under our revolving credit facility ~~and our equipment term loan in 2024~~. We are amortizing debt issuance costs of $45.83 million ~~and loan discount costs of $1.8 million~~ to interest expense over the life of the related debt arrangements as discussed in Note 7 to our consolidated financial statements.

We refinanced our credit facilities on December 30, 2024 for more favorable interest rate margins. We expect to realize the positive effect of lower interest rates in 2025. See Note 7 to our consolidated financial statements for further discussion.

Income Taxes

We recorded a provision for income taxes of $~~0.3~~16 ~~million~~thousand and $~~0.4~~291 ~~million~~thousand for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The provision for income taxes for both periods is primarily attributable to state tax obligations based on current estimated state tax ~~apportionments~~income multiplied by the state tax apportionment percentage for states with no net operating loss carryforwards ~~and other timing differences~~.

We ~~recorded~~continued to record a full valuation allowance against all of our deferred tax assets (“DTAs”) as of both December 31, ~~2024~~2025 and ~~2023~~2024. We intend on maintaining a full valuation allowance on our DTAs until there is sufficient evidence to support the reversal of all or some portion of these allowances. ~~However,~~ ~~given~~Over ~~our~~the ~~current~~near ~~earnings and anticipated future earnings~~term, we ~~believe~~do ~~that~~not ~~there~~anticipate isreversing a ~~reasonable possibility that within the next 48 to 60 months, sufficient positive evidence may become available to allow us to reach a conclusion that a~~ significant portion of ~~the~~this ~~valuation~~ allowance ~~will no longer be needed~~. Release of the valuation allowance would result in the recognition of certain DTAs and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change based on the level of profitability that we are able to actually achieve.

Net Loss

Net loss for the year ended December 31, ~~2024~~2025 was $(15.14) million compared to net loss of $(715.31) million for the year ended December 31, ~~2023~~2024. The discussions above explain the ~~primary~~majority of the changes ~~related~~which contributed to the change in net results year-over-year.

Our operating results, including revenue, operating expenses, and operating margins, vary from period to period depending on commodity prices of recycled materials, the volumes and mix of services provided, as well as customer mix during the reporting period, and the timing of acquisitions and ~~integrations~~divestitures.

Loss per Share

Net loss per basic and diluted share attributable to common stockholders was $(0.73) ~~and ($0.36)~~ for both the years ended December 31, ~~2024~~2025 and ~~2023, respectively~~2024. The basic and diluted weighted average number of shares of Common Stock outstanding was approximately 2021.60 million for the year ended December 31, ~~2024~~2025, compared to basic and diluted weighted average number of shares of Common Stock outstanding of approximately 20.16 million for the year ended December 31, ~~2023~~2024.

Adjusted EBITDA

For the year ended December 31, ~~2024~~2025, Adjusted EBITDA, a non-GAAP financial measure, decreased ~~(10~~35.7)% to $149.53 million from $1614.25 million for the year ended December 31, ~~2023~~2024.

We use the non-GAAP measurement of earnings before interest, taxes, depreciation, amortization, stock-related compensation charges, acquisition-related costs, and other adjustments, or “Adjusted EBITDA,” to evaluate our performance. Adjusted EBITDA is a non-GAAP measure that is also frequently used by analysts, investors, and other interested parties to evaluate the market value of companies considered to be in similar industries. We suggest that Adjusted EBITDA be viewed in conjunction with our reported financial results or other financial information prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).

The following table reflects the reconciliation of net loss to Adjusted EBITDA for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 (in thousands):

	As Reported
	Years Ended December 31,
	2024			2023
	2025			2024
Net loss	$	(15,~~063~~382	)	$	(715,~~291~~063	)
Depreciation and amortization		106,~~272~~051			910,~~948~~272
Interest expense		109,~~312~~209			910,~~729~~312
Stock-based compensation expense		1,~~563~~617			1,~~312~~563
Acquisition, integration and related costs		~~112~~—			~~1,624~~112
Impairment loss		5,511			—
Loss on sale of assets, net		4,084			—
Other adjustments		1,471			501
Impairment loss		1,707			5,511
Income tax expense		291			387
Other adjustments		1,995			1,471
Adjusted EBITDA	$	14,469		$	16,210
Income tax expense		16			291
Adjusted EBITDA	$	9,297		$	14,469

For the year ended December 31, 2024, other adjustments included certain professional fees as well as certain administrative fees related to borrowings. For the year ended December 31, 2023, other adjustments included an earn-out adjustment, severance and project costs, and certain administrative fees related to borrowings.23

~~Adjusted~~For ~~Net~~the ~~Income~~year ~~(Loss)~~ended December 31, 2025, other adjustments primarily related to executive severance and ~~Adjusted~~retirement ~~Net~~costs, ~~Income~~certain ~~(Loss)~~loan ~~per~~amendment ~~Diluted~~costs, ~~Share~~and other non-recurring professional fees. For the year ended December 31, 2024, other adjustments included certain non-recurring professional fees as well as certain administrative fees related to borrowings.

Adjusted net income (loss), a non-GAAP financial measure, for the year ended December 31, 2024, was $(0.7) million compared with $3.4 million for the year ended December 31, 2023. We present adjusted net income (loss) and adjusted net income (loss) per diluted share, both non-GAAP financial measures, supplementally because they are widely used by investors as a valuation measure in the solid waste industry. Management uses adjusted net income (loss) and adjusted net income (loss) per diluted share as one of the principal measures to evaluate and monitor the ongoing financial performance of our operations. We provide adjusted net income (loss) to exclude the effects of items management believes impact the comparability of operating results between periods. Adjusted net income (loss) has limitations due to the fact that it excludes items that have an impact on our financial condition and results of operations. Adjusted net income (loss) and adjusted net income (loss) per diluted share are not a substitute for, and should be used in conjunction with, GAAP financial measures. Other companies may calculate these non-GAAP financial measures differently. Our adjusted net income (loss) and adjusted net income (loss) per diluted share for the years ended December 31, 2024 and 2023, are calculated as follows (in thousands except per share amounts):

	Years Ended December 31,
	2024			2023
Reported net loss (a)	$	(15,063	)	$	(7,291	)
Adjustments:
Amortization of intangibles (b)		8,787			8,864
Acquisition, integration and related costs (c)		112			1,624
Impairment loss		5,511			—
Other adjustments (d)		—			205
Adjusted net income (loss)	$	(653	)	$	3,402
Diluted earnings per share:
Reported net loss	$	(0.73	)	$	(0.36	)
Adjusted net income (loss)	$	(0.03	)	$	0.15
Weighted average number of common shares outstanding:
Diluted (e)		20,617			22,362
(a) Applicable to common stockholders
(b) Reflects the elimination of the non-cash amortization of acquisition-related intangible assets
(c) Reflects the add back of acquisition/integration related transaction costs
(d) Reflects adjustments to earn-out fair value
(e) Reflects adjustment for dilution when adjusted net income is positive

Liquidity and Capital Resources

As of December 31, ~~2024~~2025, we had working capital of $3011.7 million, including $01.40 million of cash and cash equivalents, compared with working capital of $1530.7 million, including cash and cash equivalents of $0.34 million, as of December 31, ~~2023~~2024. Working capital at December 31, 2024 included $9.9 million assets held for sale which were sold in the first quarter of 2025.

We derive our primary sources of funds for conducting our business activities from operating revenues; borrowings under our credit facilities; and the placement of our equity securities to investors. We require working capital primarily to carry accounts receivable, service debt, purchase capital assets, fund operating expenses, address unanticipated competitive threats or technical problems, withstand adverse economic conditions, fund potential acquisition transactions, and pursue goals and strategies.

We believe our existing cash and cash equivalents of $01.40 million, our borrowing availability under our $45.0 million ABL Facility (as defined and discussed in Note 7 to our consolidated financial statements), and cash expected to be generated from operations will be sufficient to fund our operations for the next 12 months and thereafter for the foreseeable future. Our known current- and long-term uses of cash include, among other possible demands, capital expenditures, lease payments and repayments to service debt and other long-term obligations. We have no agreements, commitments, or understandings with respect to any such placements of our securities, and any such placements could be dilutive to our stockholders.

Our Credit Agreement (as described in Note 7 to our consolidated financial statements) provides for, among other things, a senior secured term loan facility inwhich ~~the~~had a principal amount of $5451.01 million as of December 31, ~~2024~~2025. The maturity date of the term loan facility is June 28, 2030 (the “Maturity Date”). The senior secured term loan will amortize in aggregate annual amounts equal to 1.00% of the original principal amount of the senior secured term loan facility with the balance payable on the Maturity Date. The Credit Agreement also contains a delayed draw term loan facility in the maximum principal amount of $25.0 million. Loans under the delayed draw term loan facility may be requested at any time until December 30, 2026. Proceeds of the delayed draw term loan are permitted to be used for Permitted Acquisitions (as defined in the Credit Agreement). There were no borrowings on this facility at December 31, 2025.

Certain of the Company’s subsidiaries are the borrowers under the Credit Agreement. The Company is the guarantor under the Credit Agreement. As security for the obligations of the borrowers under the Credit Agreement, (i) the borrowers under the Credit Agreement have granted a first priority lien on substantially all of their tangible and intangible personal property, including a pledge of the capital stock and membership interests, as applicable, of certain of the Company’s direct and indirect subsidiaries, and (ii) the guarantors under the Credit Agreement have granted a first priority lien on the capital stock and membership interests, as applicable, of the Company’s direct and indirect subsidiaries.

The Credit Agreement contains certain financial covenants, including a minimum fixed charge coverage ratio and a senior net leverage ratio. In addition, the Credit Agreement contains negative covenants limiting, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. The Credit Agreement also contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, change of control, and failure of any guaranty or security document supporting the Credit Agreement to be in full force and effect. Upon the occurrence of an event of default, the outstanding obligations under the Credit Agreement may be accelerated and become immediately due and payable. The foregoing is a summary only and does not purport to be a complete description of all the terms, provisions, covenants and agreements contained in the Credit Agreement and is subject to and qualified in its entirety by reference to the full text of the Credit Agreement.

23On March 12, 2026, we and certain of our domestic subsidiaries entered into an amendment (the “Monroe Eighth Amendment”) to the Credit Agreement with Monroe Capital, as administrative agent for the lenders thereto, and the lenders. The Monroe Eighth Amendment amended the Credit Agreement to, among other things, modify the financial covenants.

~~provisions~~As previously disclosed, ~~covenants~~on October 19, 2020, we granted a warrant to purchase 500,000 shares exercisable immediately and ~~agreements~~subsequently ~~contained~~issued a warrant to purchase 350,000 shares on October 19, 2021 to affiliates of Monroe Capital (the “Holders”) in connection with the ~~Credit~~financing ~~Agreement~~(the “Warrants”). On March 12, 2026, we and isthe ~~subject~~Holders entered into an Amendment to ~~and~~Warrant ~~qualified~~to inPurchase ~~its~~Common ~~entirety~~Stock byto ~~reference~~each of the Warrants to extend the ~~full~~expiration ~~text~~date of the ~~Credit~~Warrants ~~Agreement~~from March 19, 2028 to June 28, 2030.

On March 12, 2026, we and certain of our domestic subsidiaries entered into a Loan and Security Agreement with Texas Capital Bank (the “TCB Loan Agreement”). Capitalized terms not otherwise defined herein have the meanings set forth in the TCB Loan Agreement. Among other things, the TCB Loan Agreement provides for an asset-based revolving credit facility in the maximum principal amount of $40.0 million with a sublimit for issuance of letters of credit of up to $3.5 million. Each loan under the revolving credit facility bears interest at the rate equal to the lesser of (a) the Maximum Rate and (b) the Applicable Rate of Term SOFR plus the Applicable Margin. The maturity date of the revolving credit facility is December 30, 2029. The revolving credit facility contains an accordion feature permitting the revolving credit facility to be increased by up to $10 million.

Certain of our domestic subsidiaries are the borrowers under the TCB Loan Agreement. We and certain of our domestic subsidiaries are guarantors under the TCB Loan Agreement. As security for the obligations of the borrowers under the TCB Loan Agreement, (i) the borrowers under the TCB Loan Agreement have granted a first priority lien on substantially all of their tangible and intangible personal property, including a pledge of the capital stock and membership interests, as applicable, of certain of our direct and indirect subsidiaries, and (ii) the guarantors under the TCB Loan Agreement have granted a first priority lien on the capital stock and membership interests, as applicable, of certain of our direct and indirect domestic subsidiaries.

The TCB Loan Agreement contains certain financial covenants, including a minimum fixed charge coverage ratio. In addition, the TCB Loan Agreement contains negative covenants limiting, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. The TCB Loan Agreement also contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, change of control, and failure of any guaranty or security document supporting the TCB Loan Agreement to be in full force and effect. Upon the occurrence of an event of default, the outstanding obligations under the TCB Loan Agreement may be accelerated and become immediately due and payable.

On March 12, 2026, contemporaneously with the execution and delivery of the TCB Loan Agreement, the PNC Loan Agreement was terminated in accordance with its terms thereof and all outstanding amounts thereunder were repaid.

Cash Flows

The following ~~discussion~~table ~~relates~~presents toa ~~the~~summary ~~major components~~ of our cash flows. for the years ended December 31, 2025 and 2024 (in thousands):


	Years Ended December 31,
	2025			2024			Change
Net cash provided by (used in) operating activities	$	9,557		$	(6,085	)	$	15,642
Net cash provided by (used in) investing activities		4,585			(5,970	)		10,555
Net cash provided by (used in) financing activities		(13,524	)		12,127			(25,651	)
Net increase in cash and cash equivalents	$	618		$	72		$	546

Cash Flows from Operating Activities

~~Net~~For ~~cash~~the ~~used~~year inended ~~operating~~December ~~activities~~31, ~~was~~2025, our net loss of $(615.14) million included a non-cash net loss on sale of $4.1 million and an impairment loss of $1.7 million. Other non-cash items included in our net loss for 2025 totaled approximately $9.5 million and related primarily to depreciation, amortization of intangible assets and debt issuance costs, a provision for doubtful accounts, and stock-based compensation. For the year ended December 31, 2024, ~~compared~~our ~~with~~ net loss of $(15.1) million included a non-cash ~~used~~impairment loss of $5.5 million for a disposal group classified as held for sale, in ~~operating~~addition ~~activities~~to other non-cash items of $(114.4)8 million ~~for~~primarily ~~the~~related ~~year~~to ~~ended~~depreciation, ~~December~~amortization 31of intangible assets and debt issuance costs, ~~2023~~a provision for doubtful accounts, and stock-based compensation.

~~Net~~The ~~cash~~favorable ~~used~~change in our net cash provided by operating activities year-over-year primarily results from improved working capital management, especially related to strong collection efforts and improved billing cycle times which contributed to an improvement in days sales outstanding. Additionally, as a result of reduced borrowings under our revolving credit facility during 2025, we recognized a $1.7 million reduction in cash paid for interest. During the year ended December 31, ~~2024~~2025, ~~related~~we ~~primarily~~also recognized decreased spending for operating expenses as a result of our cost savings initiatives. These positive impacts to our cash provided by operating activities were partially offset by the net ~~effect~~decline ofin client activity during the ~~following~~year ended December 31, 2025. See Management’s Discussion and Analysis of Financial Condition: Results of Operations for further discussion of our cost savings initiatives and client activity.

net loss of $(15.1) million, which includes a non-cash impairment loss of $5.5 million;

other non-cash items of $14.8 million, which related primarily to depreciation, amortization of intangible assets and debt issuance costs, provision for doubtful accounts, and stock-based compensation; and

cash used in the net change in operating assets and liabilities of $(11.4) million, primarily associated with relative changes in accounts receivable, accounts payable, and accrued liabilities.

Net cash used in operating activities for the year ended December 31, 2023 related primarily to the net effect of the following:

net loss of $(7.3) million;

non-cash items of $14.2 million, which related primarily to depreciation, amortization of intangible assets and debt issuance costs, provision for doubtful accounts, and stock-based compensation; and

cash used in the net change in operating assets and liabilities of $(8.2) million, primarily associated with relative changes in accounts receivable, accounts payable, and accrued liabilities.

Our business, including revenue, operating expenses, and operating margins, may vary depending on the blend of services we provide to our customers, the terms of customer contracts, recyclable materials contracts, and our business volume levels. Fluctuations in net accounts receivable are generally attributable to a variety of factors including, but not limited to, the timing of cash receipts from customers, and the inception, increase, modification, or termination of customer relationships. Our operating activities may require additional cash in the future from our debt facilities and/or equity financings depending on the level of our operations.

Cash Flows from Investing Activities

Cash ~~used~~provided inby investing activities for the year ended December 31, ~~2024,~~2025 was $(64.0)6 million and primarily related to the ~~purchase~~sale of ~~compactors~~our divested business operations, which generated cash proceeds of approximately $5.0 million, and ~~related~~the sale of certain equipment, which generated cash proceeds of approximately $1.1 million. Proceeds received from the sales were used to repay a portion of our debt. Partially offsetting the cash proceeds was a use of cash totaling approximately $1.5 million for software and equipment. Cash used in investing activities for the year ended December 31, ~~2023~~2024, was $(16.90) million~~. Other~~ ~~investing~~and ~~activities~~primarily ~~are~~related ~~primarily~~to ~~from~~the ~~intangible~~purchase ~~assets~~of ~~such~~compactors asand ~~software~~related ~~development~~equipment. ~~costs~~Other ~~and~~investing ~~purchases~~activities ofprimarily ~~other~~relate ~~property~~to ~~and~~software ~~equipment~~development costs.

Cash Flows from Financing Activities

Net cash ~~provided~~used byin financing activities was $12(13.15) million for the year ended December 31, ~~2024~~2025, primarily ~~from~~driven by the net ~~borrowings~~repayments of $95.97 million on our ~~ABL~~notes ~~Facility,~~payable ~~$2.9~~and ~~million~~net ~~borrowings~~repayments ~~from~~of ~~our PNC equipment term loan, and~~ $17.45 million ~~proceeds~~on ~~from stock option exercises and shares issued under~~ our ~~2014~~ABL ~~Employee Stock Purchase Plan (“2014 ESPP”), partially offset by $1~~Facility.3 ~~million repayments of long term debt.~~ Net cash ~~used~~provided inby financing activities was $(612.0)1 million for the year ended December 31, ~~2023~~2024, primarily from ~~$8.1~~the ~~million repayment of notes payable, which was partially offset by~~ net borrowings of $19.09 million on our ABL Facility, ~~and~~ $12.19 million ~~proceeds~~borrowings from ~~stock~~our ~~option~~PNC ~~exercises~~equipment ~~and~~term ~~shares~~loan, ~~issued~~and ~~under our 2014 ESPP~~$1.4 ~~See~~million ~~Note~~proceeds 7from tostock ~~our~~option ~~consolidated~~exercises ~~financial statements for a discussion of the ABL Facility~~ and ~~other notes payable.~~

shares issued under our 2014 Employee Stock Purchase Plan (“2014 ESPP”), partially offset by $1.3 million repayments of long-term debt.

Inflation

Although the overall economy has experienced some inflationary pressures, we do not believe that inflation had a material impact on us during the years ended December 31, ~~2024~~2025 and ~~2023~~2024. We believe ~~that~~volatility ~~current inflationary increases~~ in costs, such as fuel, labor, and certain capital items, can be addressed by our flexible pricing structures and cost recovery fees allowing us to recover certain of the cost of inflation from our customer base. Consistent with industry practice, many of our contracts allow us to pass through certain costs to our customers or adjust pricing. While we believe that we should be able to offset many cost increases that result from inflation in the ordinary course of business, we may be required to absorb at least part of these ~~costs~~cost increases due to competitive pressures or delays in timing of rate increases. Although we have not been materially affected by inflation in the past, we can provide no assurance that we will not be affected in the future by higher rates of inflation and increases in interest rates.

Critical Accounting Estimates and Policies

Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with ~~generally accepted accounting principles (“~~GAAP”). The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. These areas include carrying amounts of accounts receivable, goodwill and other intangible assets, assets held for sale, stock-based compensation expense, and deferred taxes. We base our estimates on historical experience, our observance of trends in particular areas, and information or valuations and various other assumptions that we believe to be reasonable under the circumstances and which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources. Actual amounts could differ significantly from amounts previously estimated.

financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. These areas include carrying amounts of accounts receivable, goodwill and other intangible assets, deferred taxes and the fair value of assets and liabilities acquired in business acquisitions, assets held for sale, and stock-based compensation expense. We base our estimates on historical experience, our observance of trends in particular areas, and information or valuations and various other assumptions that we believe to be reasonable under the circumstances and which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources. Actual amounts could differ significantly from amounts previously estimated.

We believe that of our significant accounting policies, the following may involve a higher degree of judgment and complexity.

Collectability of Accounts Receivable

Our accounts receivable consists primarily of amounts due from customers for the performance of services, and we record the amount net of an allowance for doubtful accounts. To record our accounts receivable at their net realizable value, we assess their collectability, which requires a considerable amount of judgment. We perform a detailed analysis of the aging of our receivables, the creditworthiness of our customers, our historical bad debts, and other adjustments. If economic, industry, or customer specific business trends worsen, we increase the allowance for uncollectible accounts by recording additional expense in the period in which we become aware of the new conditions.

Held for Sale

Impairment of Goodwill and Other Intangible Assets

In accordance with Accounting Standards Codification (“ASC”) Topic 350, Intangibles – Goodwill and Other, we perform goodwill impairment testing at least annually during the third quarter, unless indicators of impairment exist in interim periods. Our test of goodwill impairment included assessing qualitative factors and the use of judgment in evaluating economic conditions, industry and market conditions, cost factors, and entity-specific events such as market capitalization as compared to book value. The impairment test for goodwill compares the estimated fair value of a reporting unit with goodwill to its carrying value. If the carrying amount of a reporting unit’s goodwill exceeds the fair value of its goodwill, we recognize an impairment loss equal to the excess, not to exceed the total amount of recorded goodwill. We performed our most recent goodwill impairment analysis in the ~~third~~second quarter of ~~2024~~2025 ~~with~~and no impairment recorded. In addition, we reevaluated goodwill in the fourth quarter of 2024, when management identified a disposal group designated as held for sale and assigned $5.2 million of goodwill to the disposal group. The remaining goodwill of $81.1 million was ~~assessed for impairment with no impairment~~ recorded. ~~See Note 3 to our consolidated financial statements for further discussion.~~

In addition to the required goodwill impairment analysis, we also review the recoverability of our net intangible assets with finite lives when an indicator of impairment exists. Based on our analysis of estimated undiscounted future cash flows expected to result from the use of these net intangibles with finite lives, we determine if we will recover their carrying values as of the test date. If not recoverable, we record an impairment charge. During the year ended December 31, 2025, following certain customer activity, we evaluated the customer relationship intangible asset balance for recoverability and determined the unamortized balance was not fully recoverable. We recognized an impairment charge of $1.7 million. See Note 5 to our consolidated financial statements for further discussion.

Stock Options

We estimate the fair value of stock options using the Black-Scholes~~-Merton~~ valuation model. Significant assumptions used in the calculation were determined as follows:

•

We determine the expected life based on a weighted average of historical grants, taking into account the vesting period of awards, time until exercise and expiration dates;

•

We measure the expected volatility using the historical daily changes in the market price of our Common Stock; and

•

We approximate the risk-free interest rate using the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards.

Deferred Stock Units

Non-employee directors can elect to receive all or a portion of their annual retainers in the form of DSUs. The DSUs are recognized at their fair value on the date of grant. Director fees deferred into stock units are calculated and expensed each month by taking fees earned during the month and dividing by the closing price of our common stock on the last trading day of the month, rounded down to the nearest whole share. In addition, certain executive compensation expense is also granted in the form of DSUs. Each DSU represents the right to receive one share of our common stock following the completion of a grantee’s service.

Restricted Stock Units

Non-employee directors receive a portion of their annual board compensation in the form of RSUs. In addition, certain employee compensation is also granted in the form of RSUs. The RSUs are recognized at their fair value on the date of grant. Each RSU represents the right to receive one share of our common stock once fully vested.

Performance Stock Units

Beginning in 2024, certain employees were granted ~~performance stock units (“~~PSUs”) under our incentive compensation plan. Performance criteria for PSU awards are determined at the time of the grant and are generally earned over a three-year period. PSUs currently outstanding may vest in a range between 0% and 200%, ~~based~~depending ~~upon~~on ~~certain~~the ~~performance~~terms ~~criteria~~of inthe aaward ~~three-year period~~agreement. The PSUs are recognized at their fair value on the date of grant, and compensation expense is based on the probable issuance of units at the end of the performance period. At December 31, 2025 and 2024, it was not probable that the PSUs would be earned; therefore, no compensation expense has been recognized.

Income Taxes

We use the asset and liability method to account for income taxes. We use significant judgment in determining the provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against net deferred tax assets. We then assess the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, we establish a valuation allowance. To the extent we establish or increase a valuation allowance in a period, we include an adjustment within the tax provision of our consolidated statements of operations. As of December 31, ~~2024~~2025 and ~~2023~~2024, we had established a full valuation allowance for all deferred tax assets.

As of December 31, ~~2024~~2025 and ~~2023~~2024, we did not recognize any assets or liabilities relative to uncertain tax positions, nor do we anticipate any significant unrecognized tax benefits will be recorded during the next 12 months. We recognize any interest or penalties related to unrecognized tax benefits in income tax expense. Since there are no unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest.

Business Combinations

We account for acquisitions in accordance with ASC Topic 805, Business Combinations. In purchase accounting, identifiable assets acquired and liabilities assumed are recognized at their estimated fair values at the acquisition date, and any remaining purchase price is recorded as goodwill. In determining the fair values of assets acquired and liabilities assumed, we make significant estimates and assumptions, particularly with respect to long-lived tangible and intangible assets. Critical estimates used in valuing tangible and intangible assets include, but are not limited to, future expected cash flows, discount rates, market prices and asset lives.

Our consolidated financial statements include the results of operations from the date of the acquisition.

We expense all acquisition-related costs as incurred in selling, general and administrative expenses in the consolidated statements of operations.

Financial Instruments

Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, deferred revenue, and notes payable. We do not believe that we are exposed to significant currency or credit risks arising from these financial instruments. Our variable rate indebtedness subjects us to interest rate risk as all of the borrowings under the senior secured credit facilities bear interest at variable rates. The fair values of these financial instruments approximate their carrying values using Level 3 inputs, based on their short maturities or, for long-term portions of notes payable, based on borrowing rates currently available to us for loans with similar terms and maturities.

Recently Issued Accounting Pronouncements

See Note 2 to our consolidated financial statements.

Off-Balance Sheet Arrangements

We have no off-balance sheet debt or similar obligations. We have no transactions or obligations with related parties that are not disclosed, consolidated into, or reflected in our reported results of operations or financial position. We do not guarantee any third-party debt.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to our consolidated financial statements, the notes thereto, and the report thereon, commencing on page F-1 of this Annual Report on Form 10-K, which consolidated financial statements, notes, and report are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). Based on such evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, ~~2024~~2025.

Audit Report on Internal Controls Over Financial Reporting of the Registered Public Accounting Firm

Semple, Marchal & Cooper, LLP, the Company’s independent registered public accounting firm, has audited the consolidated financial

statements included in this Annual Report on Form 10-K and, as part of their audit, has issued their report, included herein, on the

effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified by management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.

ITEM 9B. OTHER INFORMATION

OnNot March 6, 2025, the Compensation Committee of the Company approved the Company’s 2025 Long-Term Incentive Plan (the “2025 LTIP”), in which the Company’s named executive officers and other key employees may participateapplicable. Under the 2025 LTIP, the participants are eligible to be granted PSUs and any such PSUs will be issued pursuant to and subject to the terms of the Company’s stockholder-approved 2024 Incentive Compensation Plan and the form of Performance Stock Unit Award Agreement thereunder (the “Award Agreement”).

The PSUs will settle in common stock following the achievement of certain performance metrics on or prior to the expiration of a three-year performance and service period. The number of shares of common stock a participant will be eligible to receive following such period will be determined based on the actual performance level achieved, either at the threshold or target level as set forth in the

applicable Award Agreement for such performance period, and the applicable payout percentage, which would be 80% at threshold and 100% at target performance level with straight-line interpolations between threshold and target. Any earned PSUs will be fully vested and paid no later than March 15 of the fiscal year following the achievement of the performance metrics on or prior to the end of the performance period, subject to adjustment in accordance with the terms of the 2025 LTIP and the form of Award Agreement.

The Compensation Committee will retain the authority to administer the 2025 LTIP and to exercise discretion in connection with awards and other determinations made thereunder. The foregoing summary of the 2025 LTIP does not purport to be complete and is qualified in its entirety by reference to the complete text of the form of Award Agreement, a copy of which is filed as Exhibit 10.6 to this Annual Report on Form 10-K and is incorporated herein by reference.

On March 6, 2025, in connection with the approval of the 2025 LTIP, the Compensation Committee approved the following PSU awards for its named executive officers: (i) 80,000 PSUs to David P. Sweitzer; and (ii) 80,000 PSUs to Brett W. Johnston.

On March 6, 2025, the Compensation Committee also authorized and approved the payment of a one-time $100,000 cash bonus to David P. Sweitzer as part of this 2025 LTIP award, pursuant to the terms of a letter agreement (the “Sweitzer Bonus Agreement”), entered into by the Company and Mr. Sweitzer on March 10, 2025. Pursuant to the Sweitzer Bonus Agreement, Mr. Sweitzer shall repay to the Company the full amount of the bonus in the event of his voluntary resignation or termination by the Company for cause prior to March 12, 2026. The foregoing summary of the Sweitzer Bonus Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Sweitzer Bonus Agreement, a copy of which is filed as Exhibit 10.37 to this Annual Report on Form 10-K and is incorporated herein by reference.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors

The following table sets forth certain information regarding our directors as of March 12, ~~2025~~2026:

Name	Age	Position
Daniel M. Friedberg	6364	Chairman of the Board (2)(4)(5)
S. Ray Hatch	64	President, Chief Executive Officer, and Director (4)(5)
Glenn A. Culpepper	70	Director (1)(3)(5)
Glenn A. Culpepper	69	Director (1)(3)(5)
Audrey P. Dunning	64	Director (1)(2)(4)
Audrey P. Dunning	63	Director (1)(2)(4)
Robert J. Lipstein	70	Director (1)
Stephen A. Nolan	6465	Director (1)(3)(5)
Sarah R. Tomolonius	4445	Director (1)(2)(3)
(1) Member of the Audit Committee
(2) Member of the Nominations and Corporate Governance Committee
(3) Member of the Compensation Committee
(4) Member of the Strategic Planning Committee
(5) Member of the Financing Committee

Daniel M. Friedberg has served as Chairman of the Board of our company since April 2019. Mr. Friedberg has served as the Chief Executive Officer of Hampstead Park Capital Management LLC, a private equity investment firm since its founding in May 2016, a Managing Partner at 325 Capital LP since its founding in 2016, and is the Chief Executive Officer of Roundtrip EV Solutions, Inc., a private company in the electric vehicle industry, since May 2021. Previously, Mr. Friedberg was Chief Executive Officer and Managing Partner of Sagard Capital Partners L.P., a private equity investment firm, from its founding in January 2005 until May 2016; Vice President of Power Corporation of Canada, a diversified international management holding company, from January 2005 to May 2016; a Partner and Consultant with Bain & Company, a global strategy management consulting company, from 1997 to 2005 and 1987 to 1991, respectively. Mr. Friedberg has been serving on the Board of Directors of Multi Sensor AI Holdings, Inc (Nasdaq: MSAI) since July 2024. Mr. Friedberg ~~also~~ has also served on the Board of Directors of Transact Technologies Inc. (Nasdaq: TACT), a manufacturer of printers and restaurant systems, since March 2022. Previously, Mr. Friedberg served as a member on the Board of Directors of Roth CH Acquisition IV Co. (Nasdaq: ROCG), a publicly-traded special purpose acquisition company, from August 2021; and served as a member on the Board of Directors of each of Roth CH Acquisition III Co. (Nasdaq: ROCR), a publicly-traded special purpose acquisition company, from March 2020 to March 2021 until its merger with QualTek Services Inc. (Nasdaq: QTEK); and Roth CH Acquisition II Co. (Nasdaq: ROCC), a publicly-traded special purpose acquisition company, from December 2020 until its merger with Reservoir Holdings, Inc. in July 2021. Mr. Friedberg ~~also serves on the private board of directors of USA Field Hockey. Mr. Friedberg~~ has a master’s in business administration degree from Cornell University’s Johnson Graduate School of Business, and a Bachelor of Science from the University of Manchester Institute & Technology. Mr. Friedberg’s experience as the Chief Executive Officer of three investment firms, his experience as an executive with a leading global management consulting firm, his extensive experience in investing in private and public companies, and his service on multiple boards of directors provide him with knowledge and experience with respect to organizational, financial, operational, M&A, and strategic planning matters and provide the requisite qualifications, skills, perspectives, and experiences that make him well qualified to serve on our Board of Directors.

SGlenn A. ~~Ray~~Culpepper ~~Hatch~~ has served as ~~President, Chief Executive Officer, and~~ a director of our company since ~~February~~July ~~2016~~2021. Mr. ~~Hatch~~Culpepper has served as ~~President~~a ofdirector, ~~Merchants~~investor, ~~Market~~and ~~Group,~~consultant ~~LLC,~~to ancompanies ~~international~~in ~~foodservice~~the ~~distribution~~environmental ~~company~~services, ~~from~~construction ~~February~~materials, ~~2014~~and tomining ~~January~~industries ~~2016~~during the past ten years. From ~~June~~February ~~2008~~2015 to ~~January~~June ~~2014~~2016, Mr. ~~Hatch~~Culpepper ~~served~~was ina ~~various~~Senior ~~roles~~Vice President with ~~Oakleaf~~Newmont ~~Waste~~Mining ~~Management~~Corp, athe ~~provider~~world’s oflargest ~~waste~~gold ~~outsourcing~~mining ~~that~~company. ~~was~~Mr. ~~acquired~~Culpepper bywas ~~Waste~~the ~~Management, including as~~ Executive Vice President and Chief ~~Operating~~Financial Officer of ~~Greenleaf~~Republic ~~Equipment~~Services, ~~from~~Inc., ~~May~~the ~~2010~~second tolargest ~~January~~solid ~~2014~~waste ~~and~~services ~~Senior~~company ~~Vice~~in ~~President~~the ~~Regional~~United ~~Sales~~States, from ~~June~~January ~~2008~~2013 to ~~May~~August ~~2010~~2014. ~~From~~He ~~July~~was ~~2003~~the toChief ~~October~~Financial ~~2007~~Officer of Summit Materials, MrInc., ~~Hatch~~a ~~served~~leading business in ~~various~~the ~~positions~~aggregates ~~with~~and ~~Food~~construction ~~Services~~materials ~~of America~~sector, afrom ~~wholesale~~July ~~food~~2010 ~~distributor~~to December 2012. Prior to that, ~~including~~Mr. asCulpepper ~~Senior~~spent ~~Vice~~21 ~~President~~years ofat ~~Sales~~CRH ~~and~~plc, ~~Marketing~~a ~~and~~large ~~Chief~~publicly-traded ~~Marketing~~multinational ~~Officer~~construction ~~from~~materials ~~August~~company ~~2005~~based toin ~~October~~Dublin, ~~2007~~Ireland, ~~and~~including ~~Executive~~two ~~Vice~~years ~~President~~as –its ~~Western~~principal ~~Washington~~financial ~~Group~~officer ~~from~~and ~~July~~member ~~2003~~of toits ~~August~~board ~~2005.~~of ~~Mr.~~directors, ~~Hatch~~and ~~served~~13 years as ~~Division~~the ~~President~~Chief Financial Officer of ~~U.S.~~its ~~Foodservice~~North ~~(formerly~~American operation, ~~Alliant~~Oldcastle ~~Foodservice)~~Materials, aInc. ~~food~~Prior ~~service~~to ~~distributor~~CRH, ~~from~~he ~~January~~held ~~1999~~roles toof ~~July~~increasing ~~2003.~~responsibility Wein ~~believe~~audit, ~~Mr.~~tax, ~~Hatch’s~~and ~~position~~mergers ~~as President~~ and ~~Chief~~acquisitions ~~Executive~~at ~~Officer~~Price ofWaterhouse. ~~our~~We ~~company,~~believe ~~his~~Mr. ~~intimate~~Culpepper’s experience ~~with~~as ~~all~~a ~~aspects~~senior ofexecutive ~~the~~and ~~operations,~~Chief ~~opportunities,~~Financial ~~and~~Officer ~~challenges~~ of ~~our~~several ~~company,~~companies and his ~~prior~~executive ~~service~~and inboard ~~the~~experience ~~environmental~~at ~~services~~other ~~industry~~companies provide the requisite qualifications, skills, perspectives, and ~~experience~~experiences that make him well qualified to serve on our Board of Directors.

~~Glenn~~Audrey AP. ~~Culpepper~~Dunning has served as a director of our company since ~~July~~June ~~2021~~2023. ~~Mr.~~ ~~Culpepper~~She ~~has~~is ~~served~~the asfounder ~~a director, investor,~~ and ~~consultant~~Chief toExecutive ~~companies~~Officer inof ~~the~~AMP ~~environmental~~Growth ~~services~~Advisors, ~~construction~~where ~~materials,~~she ~~and~~advises ~~mining~~boards ~~industries~~and ~~during~~executive ~~the~~teams ~~past~~on ~~five~~enterprise ~~years.~~growth ~~From~~strategy, ~~February~~digital ~~2015~~transformation, toand ~~June~~technology ~~2016,~~risk Mrmanagement. ~~Culpepper~~Ms. ~~was~~Dunning afounded ~~Senior Vice President with Newmont Mining Corp,~~ the ~~world’s~~firm ~~largest~~in ~~gold~~2019 ~~mining~~after ~~company.~~a ~~Mr.~~career ~~Culpepper~~leading ~~was~~and ~~the~~advising ~~Executive~~technology-enabled ~~Vice~~businesses ~~President~~across regulated and ~~Chief~~high-growth ~~Financial~~environments. ~~Officer~~Ms. ofDunning ~~Republic~~currently ~~Services,~~serves ~~Inc.,~~on the ~~second~~Board ~~largest~~of ~~solid~~Directors ~~waste~~of ~~services~~TransAct ~~company~~Technologies inIncorporated ~~the~~(Nasdaq: ~~United States~~TACT), ~~from~~a ~~January~~global ~~2013~~provider toof ~~August~~software-driven ~~2014.~~technology Heand ~~was~~printing ~~the Chief Financial Officer of Summit Materials~~solutions, ~~Inc.,~~where ashe ~~leading~~contributes ~~business~~oversight inrelated ~~the~~to ~~aggregates~~product ~~and~~innovation, ~~construction~~software ~~materials~~strategy, ~~sector~~cybersecurity, ~~from~~and ~~July~~technology-enabled ~~2010~~growth. toShe ~~December~~also ~~2012.~~serves ~~Prior~~on tothe ~~that,~~Board of

~~Mr.~~Directors ~~Culpepper~~of ~~spent~~TriState 21Capital ~~years~~Bank, ata ~~CRH~~wholly ~~plc~~owned subsidiary of Raymond James Financial, aInc. ~~large~~(NYSE: ~~publicly-traded~~RJF) ~~multinational~~with ~~construction~~assets ~~materials~~exceeding ~~company~~$20.0 ~~based~~billion, where she brings experience in ~~Dublin~~technology governance, ~~Ireland~~digital banking platforms, ~~including~~and ~~two~~operational ~~years~~and technology risk. Previously, Ms. Dunning served as ~~its~~a ~~principal~~director ~~financial~~of ~~officer~~the Pittsburgh Branch of the Federal Reserve Bank of Cleveland from January 2015 through December 2020 and ~~member~~as a director of ~~its~~Dollar ~~board~~Bank, FSB from January 2016 through December 2019, roles in which she was actively engaged in oversight of ~~directors~~technology modernization, cybersecurity, and 13regulatory ~~years~~risk asmanagement within the financial services sector. Ms. Dunning was formerly the Chief ~~Financial~~Executive Officer of ~~its~~Summa ~~North~~Technologies, ~~American~~a ~~operation~~digital solutions consultancy specializing in human-centered design, ~~Oldcastle~~enterprise ~~Materials~~strategy, ~~Inc~~and agile software development. ~~Prior~~Under toher ~~CRH~~leadership, hethe ~~held~~firm ~~roles~~delivered ofcomplex ~~increasing~~digital ~~responsibility~~transformation ininitiatives ~~audit,~~for ~~tax,~~enterprise clients and ~~mergers~~was ~~and~~acquired ~~acquisitions~~by atCGI ~~Price~~Inc. ~~Waterhouse~~(NYSE: GIB) in 2017. We believe Mrthat Ms. ~~Culpepper~~Dunning’s experience asoverseeing atechnology ~~senior~~strategy, ~~executive~~cybersecurity, and ~~Chief~~digital ~~Financial~~transformation ~~Officer~~as ofa ~~several~~public ~~companies~~company ~~and~~director ~~his executive~~ and ~~board~~former ~~experience~~chief atexecutive ~~other~~officer ~~companies~~provides ~~provide~~her with the ~~requisite~~ qualifications, skills, ~~perspectives,~~ and ~~experiences~~perspective ~~that make him well qualified~~ to ~~serve~~effectively onsupport our Board of Directors’ oversight of technology-related risk and innovation.

~~Audrey~~Robert PJ. ~~Dunning~~Lipstein has served as a director of our company since ~~June~~May ~~2023~~2025. MsMr. ~~Dunning~~Lipstein is currently serves on the ~~founder~~Board ~~and~~of ~~Chief~~Directors ~~Executive~~for ~~Officer~~Seacoast Banking Corporation of ~~AMP~~Florida ~~Growth~~(Nasdaq: ~~Advisors~~SBCF), aone ~~firm~~of ~~that~~the ~~specializes~~largest community banks headquartered in ~~strategic~~Florida ~~planning,~~with ~~business~~approximately ~~development,~~$21.0 ~~executive~~billion ~~coaching~~in assets and ~~advises~~$16.0 onbillion ~~digital~~in ~~transformation~~deposits ~~and~~as ~~technology~~of ~~risk~~December ~~management~~31, 2025, since May 2019. MsMr. ~~Dunning~~Lipstein ~~currently~~has ~~serves~~been serving on the Board of Directors ~~for~~of ~~TransAct~~OnFolio ~~Technologies~~Holdings Inc. (Nasdaq: ~~TACT~~ONFO), awhich ~~global~~acquires ~~leader in software-driven technology~~ and ~~printing~~develops ~~solutions~~internet ~~for high-growth markets~~business, since ~~March~~February 2022. MsMr. ~~Dunning~~Lipstein is also ~~serves~~currently on the Board of Directors ~~for~~of ~~TriState~~Firstrust ~~Capital~~Savings Bank, ~~one~~and ofits ~~the~~subsidiary ~~fastest-growing~~since ~~banks~~April in2021 ~~the~~and ~~nation~~MM ~~with~~Digital ~~assets~~Collective ~~exceeding~~(formerly, ~~$20~~Modern ~~billion~~Mirror) ~~and~~since March 2025, each a ~~wholly-~~privately owned ~~subsidiary~~entity. Previously, Mr. Lipstein also served on the Board of ~~Raymond~~Directors ~~James~~of ~~Financial~~Onity (formerly, ~~Inc.~~Ocwen Financial) (NYSE: ~~RJF~~ONIT) asfrom ofMarch ~~June~~2017 ~~2022.~~to ~~Ms.~~May ~~Dunning~~2020 ~~has~~and ~~previously~~on ~~served~~the asBoard aof ~~director~~Directors of ~~the~~Infrasight ~~Pittsburgh~~Software ~~Branch~~from ofNovember ~~the~~2020 ~~Federal~~to ~~Reserve~~August ~~Bank~~2024. ofHe ~~Cleveland~~also served as a partner at KPMG LLP from ~~January~~October ~~2015~~1986 ~~through~~to ~~December~~September ~~2020~~2016, ~~and~~during which time Mr. Lipstein was the ~~board~~managing partner of ~~Dollar~~IT ~~Bank,~~Business ~~FSB~~Services from ~~January~~September ~~2016~~2014 to ~~December~~September ~~2019~~2016. MsMr. ~~Dunning~~Lipstein ~~also~~was ~~served~~initially appointed as ~~the~~a ~~Chief~~director ~~Executive~~of ~~Officer~~our ofcompany ~~Summa~~pursuant ~~Technologies,~~to a ~~digital~~Cooperation ~~solutions~~Agreement, ~~consultancy~~dated ~~company~~as ~~that~~of ~~combined~~May ~~its human-centered design~~7, ~~strategy~~2025, by and ~~agile~~among ~~software~~our ~~development~~company ~~capabilities~~and tothe ~~power~~persons ~~businesses~~ and ~~deliver~~entities ~~engaging~~listed ~~customer~~on ~~experiences~~Exhibit ~~from~~A ~~2007~~thereto, ~~until~~regarding ~~its~~certain ~~acquisition~~changes byto ~~CGI,~~the ~~Inc.~~composition ~~(NYSE:GIB)~~of inour ~~2017~~Board of Directors and other related matters. We believe that MsMr. ~~Dunning~~Lipstein’s ~~experience~~services ason amultiple ~~former~~boards ~~and~~of ~~current~~directors ~~Chief~~and ~~Executive~~his ~~Officer, combined with her broad~~ experience ~~across~~as ~~information~~managing ~~technology~~partner ~~and~~of ~~digital~~an ~~transformation~~accounting ~~initiatives~~firm provide the requisite qualifications, skills, perspectives, and experiences that make ~~her~~him well qualified to serve on our Board of Directors.

Stephen A. Nolan has served as a director of our company since April 2019. Mr. Nolan served as President and Chief Operating Officer of SGS North America, the world’s largest testing, inspection and certification company, from August 2019 until his retirement in March 2024. From June 2013 to April 2018, Mr. Nolan served as Chief Financial Officer and, subsequently, Chief Executive Officer and a member of the Board of Directors of Hudson Global, Inc. (Nasdaq: HSON), a global provider of professional recruitment, talent management, and recruitment process outsourcing services. From September 2004 to December 2012, Mr. Nolan served as Chief Financial Officer of Adecco North America, a staffing and human capital solutions company. From November 2001 to September 2004, Mr. Nolan served as Chief Financial Officer for DHL Global Forwarding NA, a freight forwarding business. From April 2000 to November 2001, Mr. Nolan served as Corporate Controller for Newpower, a residential energy marketing start-up. From December 1985 to March 2000, Mr. Nolan served in Finance roles at Reckitt Benckiser, a global consumer products company. From October 1981 to December 1985, Mr. Nolan served as Audit Senior for PwC. We believe Mr. Nolan’s experience as the Chief Financial Officer and Chief Operating Officer of a number of companies and his executive and board experience at other companies provide the requisite qualifications, skills, perspectives, and experiences that make him well qualified to serve on our Board of Directors.

Sarah R. Tomolonius has served as a director of our company since September 2016. Ms. Tomolonius is a Partner, Head of Investor Relations at M13, a consumer tech-focused full-service venture capital engine, where she has served since March 2020. Ms. Tomolonius co-founded the Sustainability Investment Leadership Council in January 2015. Ms. Tomolonius has served on the advisory board of Private Equity International’s Investor Relations, Marketing and Communications forum since August 2023. Ms. Tomolonius served as Vice President, Marketing and Investor Relations for Arlon Group, a food and agriculture investment firm, from December 2012 to June 2018, and served as Senior Professional, Management Reporting & Analytics from December 2010 to December 2012. From October 2008 to December 2010, Ms. Tomolonius served as Associate, Investor Relations for Citi Private Equity, a private equity group that was acquired by StepStone Group in October 2010. From October 2005 to September 2007, Ms. Tomolonius served as Research Analyst, Corporate & Public Affairs Group of Edelman, a global public relations firm. Ms. Tomolonius served as Program Assistant, Water & Coastal Program of Natural Resources Defense Council, a non-profit international environmental advocacy group, from October 2002 to September 2005. Ms. Tomolonius also served as Chair of the Sustainability Committee for the New York Alternative Investment Roundtable. We believe that Ms. Tomolonius’ experience in the environmental and financial industries and her focus on sustainability provide the requisite qualifications, skills, perspectives, and experiences that make her well qualified to serve on our Board of Directors.

There are no family relationships among any of our directors and executive officers.

Management

The following table sets forth certain information regarding our executive officers as of March 12, 2025:

Name	Age	Position
S. Ray Hatch	64	President and Chief Executive Officer
Brett W. Johnston	49	Senior Vice President and Chief Financial Officer
Perry W. Moss	65	Chief Revenue Officer
David P. Sweitzer	62	Executive Vice President and Chief Operating Officer

S. Ray Hatch’s biography is set forth under the heading “Directors” above.

Management

The following table sets forth certain information regarding our executive officers as of March 12, 2026:


Name	Age	Position
Perry W. Moss	66	President and Chief Executive Officer
Brett W. Johnston	50	Senior Vice President and Chief Financial Officer

Perry W. Moss has served as the President and Chief Executive Officer of our company since March 2025 and previously served as the Chief Revenue Officer of our company from June 2024 to March 2025. Mr. Moss previously joined our company as Senior Vice President of Sales and Business Development in July 2023 and brings over 30 years of broad business development experience. Mr. Moss has previously worked in various leadership roles at Rubicon Technologies, Inc. (NYSE: RBT), a publicly traded digital marketplace for waste and recycling services, including Chief Advisor from January 2018 to March 2023, President from January 2011 to December 2017 and Chief Operating Officer from May 2011 to June 2011. Prior to Rubicon, Mr. Moss also served in various roles at Oakleaf Waste Management, a sustainability service group that provides environmental solutions, including Executive Vice President of Major Accounts and Business Development from August 2009 to May 2011, Senior Vice President of Client Services from August 2007 to August 2009 and Senior Vice President of Recycling Services from November 2004 to August 2007. From 1995 to 2004, Mr. Moss served as the Director of Business Development for Smurfit-Stone Container, a global paperboard and paper-based packaging company.

Brett W. Johnston has served as Senior Vice President and Chief Financial Officer of our company since November 2022. Mr. Johnston served as both Senior Vice President and Vice President of Finance and Business Development for the Construction Products Group at Arcosa, Inc. (NYSE: ACA), a publicly traded infrastructure products company, from November 2018 to October 2022. From 2003 until November 2018 when Arcosa spun off from Trinity Industries Inc. (NYSE: TRN), a publicly traded multi-industry company, Mr. Johnston served in various roles for the Construction Materials division across operations, finance, strategic planning, business development, and sales and marketing including Vice President of Finance and Business Development, Vice President of Operations, and Vice President of Business Development.

Perry W. Moss has served as the Chief Revenue Officer of our company since June 2024. Mr. Moss previously joined our company as Senior Vice President of Sales and Business Development in July 2023 and brings over 30 years of broad business development experience. Mr. Moss has previously worked in various leadership roles at Rubicon Technologies, Inc. (NYSE: RBT), a publicly traded digital marketplace for waste and recycling services, including Chief Advisor from January 2018 to March 2023, President from January 2011 to December 2017 and Chief Operating Officer from May 2011 to June 2011. Prior to Rubicon, Mr. Moss also served in various roles at Oakleaf Waste Management, a sustainability service group that provides environmental solutions, including Executive Vice President of Major Accounts and Business Development from August 2009 to May 2011, Senior Vice President of Client Services from August 2007 to August 2009 and Senior Vice President of Recycling Services from November 2004 to August 2007. From 1995 to 2004, Mr. Moss served as the Director of Business Development for Smurfit-Stone Container, a global paperboard and paper-based packaging company.

David P. Sweitzer has served as Executive Vice President and Chief Operating Officer of our company since October 2016. Mr. Sweitzer served as Chief Sales Officer, Executive Vice President, and Senior Vice President of Sales of SMS Assist, L.L.C., a multisite property management technology company, from March 2013 to September 2016. Mr. Sweitzer served in various roles with Oakleaf Waste Management, a provider of waste outsourcing that was acquired by Waste Management, including Director of Business Development from July 2011 to March 2013, Client Solutions Vice President from February 2009 to July 2011, and Vice President of Industrial Programs and Account Management from July 2003 to January 2010. From April 1992 to June 2003, Mr. Sweitzer served as Market Manager/Specialist of Integrated Process Technologies, L.L.C., a facility maintenance service company.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, officers, and persons that own more than 10 percent of a registered class of our company’s equity securities to file reports of ownership and changes in ownership with the SEC. Directors, officers, and greater than 10 percent stockholders are required by SEC regulations to furnish our company with copies of all Section 16(a) forms they file.

Based solely upon our review of the copies of such forms filed electronically with the SEC during the fiscal year ended December 31, 2024, and written representations that no other reports were required, we believe that each person who, at any time during such fiscal year, was a director, officer, or beneficial owner of more than 10 percent of our Common Stock timely complied with all Section 16(a) filing requirements during such fiscal year ended December 31, 2024, except that (i) each of Daniel M. Friedberg, Audrey Dunning, Stephen Nolan and Sarah Tomolonius filed late a Form 4 with respect to a vesting of RSUs that occurred on August 16, 2024 and (ii) Stephen Nolan filed late a Form 4 with respect to a grant of DSUs made on December 29, 2023 in connection with his service as a member of the Board, all of which were due to inadvertent errors and promptly corrected.

Corporate Governance

Classification of our Board of Directors

Our Board of Directors is divided into three classes, with one class standing for election each year for a three-year term. At each annual meeting of stockholders, directors of a particular class are elected for three-year terms to succeed the directors of that class whose terms are expiring. Mr Ms. ~~Culpepper~~Dunning and MsMr. ~~Tomolonius~~Nolan are Class III directors whose terms will expire atin ~~the~~2026. ~~2025 Annual Meeting of Stockholders~~Messrs. ~~Ms.~~ ~~Dunning~~Friedberg and ~~Mr.~~Lipstein ~~Nolan~~ are Class IIIII directors whose terms will expire in ~~2026~~2027. ~~Messrs~~Mr. ~~Friedberg~~Culpepper and ~~Hatch~~Ms. Tomolonius are Class ~~III~~I directors whose terms will expire inat ~~2027~~the 2028 Annual Meeting of Stockholders.

Committee Charters, Corporate Governance Guidelines, and Codes of Conduct and Ethics

Our Board of Directors has adopted charters for the Audit, Compensation, and Nominations and Corporate Governance Committees describing the authority and responsibilities delegated to each committee by our Board of Directors. Our Board of Directors has also adopted Corporate Governance Guidelines and a Code of Conduct that applies to all of our directors, officers, and employees, including our principal executive officer and principal financial and accounting officer, and a Code of Ethics for the CEO and Senior Financial Officers. We post on our website, at https://investors.qrhc.com/governance/, the charters of our Audit, Compensation, and Nominations and Corporate Governance Committees; our Corporate Governance Guidelines, Code of Conduct, and Code of Ethics for the CEO and Senior Financial Officers, and any amendments or waivers thereto; and any other corporate governance materials specified by SEC regulations. These documents are also available in print, free of charge, to any stockholder requesting a copy in writing from our Secretary at the address of our executive offices.

Executive Sessions

We regularly schedule executive sessions in which independent directors meet without the presence or participation of management. The Chairman of our Board of Directors serves as the presiding director of such executive sessions.

Board Committees

Our bylaws authorize our Board of Directors to appoint from among its members one or more committees consisting of one or more directors. Our Board of Directors has established standing Audit, Compensation, and Nominations and Corporate Governance Committees, each consisting entirely of independent directors as “independence” is defined by the listing standards of Nasdaq and by the SEC. The Board of Directors also established a standing Strategic Planning Committee in July 2019 and a Financing Committee in July 2024.

The Audit Committee

The purpose of the Audit Committee includes overseeing the accounting and financial reporting processes of our company and audits of the financial statements of our company and providing assistance to our Board of Directors with respect to its oversight of the integrity of our company’s financial statements, our company’s compliance with legal and regulatory requirements, the independent registered public accountant’s qualifications and independence, and the performance of our company’s independent registered public accountant. The primary responsibilities of the Audit Committee are set forth in its charter and include various matters with respect to the oversight of our company’s accounting and financial reporting process and audits of the financial statements of our company on behalf of our Board of Directors. The Audit Committee also selects the independent registered public accountant to conduct the annual audit of the financial statements of our company; reviews the proposed scope of such audit; reviews accounting and financial controls of our company with the independent registered public accountant and our financial accounting staff; and reviews and approves any transactions between us and our directors, officers, and their affiliates.

The Audit Committee currently consists of Messrs. Culpepper, Lipstein and Nolan and Mses. Dunning and Tomolonius. Our Board of Directors has determined that each of Messrs. Culpepper, Lipstein and Nolan and Mses. Dunning and Tomolonius, whose backgrounds are detailed above, qualifies as an “audit committee financial expert” in accordance with applicable rules and regulations of the SEC. Mr. Culpepper chairs the Audit Committee.

The Compensation Committee

The purpose of the Compensation Committee includes determining, or, when appropriate, recommending to our Board of Directors for determination, the compensation of the Chief Executive Officer and other executive officers of our company and discharging the responsibilities of our Board of Directors relating to compensation programs of our company in light of the goals and objectives of our compensation program for that year. As part of its responsibilities, the Compensation Committee evaluates the performance of our Chief Executive Officer and, together with our Chief Executive Officer, assesses the performance of our other executive officers. The Compensation Committee is entitled to delegate its responsibilities to a subcommittee of the Compensation Committee, which complies with the applicable rules and regulations of the Nasdaq Stock Market, the SEC, and other regulatory bodies. From time to time the Compensation Committee retains the services of independent compensation consultants to review a wide variety of factors relevant to executive compensation, trends in executive compensation, and the identification of relevant peer companies. The Compensation Committee makes all determinations regarding the engagement, fees, and services of its compensation consultants, and its compensation consultants report directly to the Compensation Committee.

The Compensation Committee currently consists of Messrs. Culpepper and Nolan and Ms. Tomolonius. Mr. Nolan chairs the Compensation Committee.

The Strategic Planning Committee

The Strategic Planning Committee provides assistance to our Board of Directors in assessing whether our management has the resources necessary to implement our company’s strategy; assessing external developments and factors, including changes in the economy, competition and technology, on our company’s strategy and execution of its strategy; and advising on strategic development activities, including those not in the ordinary course of business, under consideration from time to time by our company.

The Strategic Planning Committee currently consists of ~~Messrs~~Mr. Friedberg and ~~Hatch and~~ Ms. Dunning. Mr. Hatch was on the Strategic Planning Committee until his resignation from the Board of Directors effective August 8, 2025. Mr. Friedberg chairs the Strategic Planning Committee.

The Nominations and Corporate Governance Committee

The purpose of the Nominations and Corporate Governance Committee includes the selection or recommendation to our Board of Directors of nominees to stand for election as directors at each election of directors, the oversight of the selection and composition of committees of our Board of Directors, the oversight of the evaluations of our Board of Directors and management, and the development and recommendation to our Board of Directors of a set of corporate governance principles applicable to our company.

The Nominations and Corporate Governance Committee currently consists of Mr. Friedberg and Mses. Dunning and Tomolonius. Mr. Friedberg chairs the Nominations and Corporate Governance Committee.

The Nominations and Corporate Governance Committee will consider persons recommended by stockholders for inclusion as nominees for election to our Board of Directors if the information required by our bylaws is submitted in writing in a timely manner addressed and delivered to our Secretary at the address of our executive offices. The Nominations and Corporate Governance Committee identifies and evaluates nominees for our Board of Directors, including nominees recommended by stockholders, based on numerous factors it considers appropriate, some of which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity, and the extent to which the nominee would fill a present need on our Board of Directors.

The Financing Committee

The Financing Committee provides assistance to our Board of Directors in reviewing our company’s operational and financial performance, including our company’s budgets, capital allocation practices and policies and review of strategic alternatives, and make ~~recommendations to the Board on the foregoing matters. The Financing Committee currently consists of Messrs. Friedberg, Nolan, Culpepper and Hatch. Mr. Friedberg chairs the Financing Committee.~~

recommendations to the Board on the foregoing matters. The Financing Committee currently consists of Messrs. Friedberg, Nolan and Culpepper. Mr. Hatch was on the Financing Committee until his resignation from the Board of Directors effective August 8, 2025. Mr. Friedberg chairs the Financing Committee.

Risk Assessment of Compensation Policies and Practices

We have assessed the compensation policies and practices with respect to our employees, including our executive officers, and have concluded that they do not create risks that are reasonably likely to have a material adverse effect on our company.

Board’s Role in Risk Oversight

Risk is inherent in every business. As is the case in virtually all businesses, we face a number of risks, including operational, economic, financial, legal, regulatory, and competitive risks. Our management is responsible for the day-to-day management of the risks we face. Our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management.

In its oversight role, our Board of Directors’ involvement in our business strategy and strategic plans plays a key role in its oversight of risk management, its assessment of management’s risk appetite, and its determination of the appropriate level of enterprise risk. Our Board of Directors receives updates at least quarterly from senior management and periodically from outside advisors regarding the various risks we face, including operational, economic, financial, legal, regulatory, and competitive risks. Our Board of Directors also reviews the various risks we identify in our filings with the SEC as well as risks relating to various specific developments, such as acquisitions, debt and equity placements, and new service offerings.

Our board committees assist our Board of Directors in fulfilling its oversight role in certain areas of risk. Pursuant to its charter, the Audit Committee oversees the financial and reporting processes of our company and the audit of the financial statements of our company and provides assistance to our Board of Directors with respect to the oversight and integrity of the financial statements of our company, our company’s compliance with legal and regulatory requirements, the independent registered public accountant’s qualification and independence, and the performance of our independent registered public accountant. The Compensation Committee considers the risk of our compensation policies and practices and endeavors to assure that it is not reasonably likely that our compensation plans and policies would have a material adverse effect on our company. Our Nominations and Corporate Governance Committee oversees governance related risk, such as board independence, conflicts of interests, and management and succession planning.

Board Diversity

We seek diversity in experience, viewpoint, education, skill, and other individual qualities and attributes to be represented on our Board of Directors. We believe directors should have various qualifications, including individual character and integrity; business experience; leadership ability; strategic planning skills, ability, and experience; requisite knowledge of our industry and finance, accounting, and legal matters; communications and interpersonal skills; and the ability and willingness to devote time to our company. We also believe the skill sets, backgrounds, and qualifications of our directors, taken as a whole, should provide a significant mix of diversity in personal and professional experience, background, viewpoints, perspectives, knowledge, and abilities. Nominees are not to be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability, or any other basis proscribed by law. The assessment of prospective directors is made in the context of the perceived needs of our Board of Directors from time to time.

All of our directors have held high-level positions in business or professional service firms and have experience in dealing with complex issues. We believe that all of our directors are individuals of high character and integrity, are able to work well with others, and have committed to devote sufficient time to the business and affairs of our company. In addition to these attributes, the description of each director’s background set forth above indicates the specific qualifications, skills, perspectives, and experience necessary to conclude that each individual should continue to serve as a director of our company.

Board Leadership Structure

We believe that effective board leadership structure can depend on the experience, skills, and personal interaction between persons in leadership roles as well as the needs of our company at any point in time. Our Corporate Governance Guidelines support flexibility in the structure of our Board of Directors by not requiring the separation of the roles of Chief Executive Officer and Chairman of the Board.

We currently maintain separate roles between the Chief Executive Officer and Chairman of the Board in recognition of the differences between the two responsibilities. Our Chief Executive Officer is responsible for setting our strategic direction and day-to-day leadership and performance of our company. The Chairman of the Board provides input to the Chief Executive Officer, sets the agenda for board meetings, and presides over meetings of the full Board of Directors as well as executive sessions of the Board of Directors.

Clawback Policy

We adopted a clawback policy in May 2019 (“2019 Clawback Policy”). In the event we are required to prepare an accounting restatement of our financial results as a result of a material noncompliance by us with any financial reporting requirement under the federal securities laws, we will have the right to use reasonable efforts to recover from any current or former executive officers who received incentive compensation (whether cash or equity) from us during the three-year period preceding the date on which we were required to prepare the accounting restatement, any excess incentive compensation awarded as a result of the misstatement. In addition, we will also have the right to recover incentive compensation (whether cash or equity), if a participant, without our consent, while employed by or providing services to our company or any related entity or after termination of such employment or services, violates a non-competition, non-solicitation, or non-disclosure covenant or agreement or otherwise engages in activity that is in conflict with our Corporate Governance Guidelines, Code of Conduct, Code of Ethics for the CEO and Senior Financial Officers, or any other corporate governance materials specified by the SEC or exchange on which our Common Stock is listed. This policy is administered by the Compensation Committee of our Board of Directors. The policy is effective for financial statements for periods beginning on or after January 1, 2019.

received incentive compensation (whether cash or equity) from us during the three-year period preceding the date on which we were required to prepare the accounting restatement, any excess incentive compensation awarded as a result of the misstatement. In addition, we will also have the right to recover incentive compensation (whether cash or equity), if a participant, without our consent, while employed by or providing services to our company or any related entity or after termination of such employment or services, violates a non-competition, non-solicitation, or non-disclosure covenant or agreement or otherwise engages in activity that is in conflict with our Corporate Governance Guidelines, Code of Conduct, Code of Ethics for the CEO and Senior Financial Officers, or any other corporate governance materials specified by the SEC or exchange on which our Common Stock is listed. This policy is administered by the Compensation Committee of our Board of Directors. The policy is effective for financial statements for periods beginning on or after January 1, 2019.

In addition to our 2019 Clawback Policy, we also adopted on November 17, 2023 the Company’s 2023 Dodd-Frank Clawback Policy.

Insider Trading Policy

We have an insider trading policy governing the purchase, sale and other dispositions of our securities (the “Insider Trading Policy”) that applies to all of our directors, officer and employees. We believe that the Insider Trading Policy is reasonably designed to promote compliance with applicable U.S. federal securities laws, rules and regulations, as well as Nasdaq listing standards applicable to us, relating to insider trading. The Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information

Neither our Board of Directors nor the Compensation Committee takes material nonpublic information into account when determining the timing or terms of equity awards, including with respect to options, nor do we time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Although we do not have a formal policy with respect to the timing of our equity award grants, we may grant such awards to directors and executive officers and equity awards may be granted at other times during the year to newly hired or promoted employees, and in other special circumstances. In the fiscal year ended December 31, 2025, we did not grant any stock options, stock appreciation rights, or similar option-like instruments.

Director and Officer Derivative Trading and Hedging Policy

We adopted a director and officer derivative trading and hedging policy in May 2019. Directors and executive officers of our company (including any family members residing in the household of a director or executive officer) may not engage in derivative trading or hedging involving our company’s securities or pledging or margining any Common Stock of our company.

Stock Ownership Guidelines

We adopted stock ownership guidelines for our non-employee directors and for our Chief Executive Officer, our Chief Financial Officer, and our Chief Operating Officer. Our non-employee directors and Chief Executive Officer are required to have stock ownership of our Common Stock with an acquisition price equal to at least $100,000, and our Chief Financial Officer and our Chief Operating Officer are each required to have stock ownership of our Common Stock with an acquisition price equal to at least $75,000.

Each individual has five years from the later of the date of adoption of these guidelines (April 3, 2019) or the date of appointment of the individual as a director or a designated executive officer to achieve the required ownership levels. We believe that these guidelines promote the alignment of the long-term interests of our designated executive officers and members of our Board of Directors with our stockholders.

Stock ownership generally includes shares directly owned by the individual (including any shares over which the individual has sole ownership, voting, or investment power); shares owned by the individual’s minor children and spouse and by other related individuals and entities over whose shares the individual has custody, voting control, or power of disposition; shares underlying RSUs and DSUs that have vested or will be vested within 60 days; shares held in trust for the benefit of the individual or the individual’s immediate family members; and shares owned through savings plans, such as our 401(k) Plan and our deferred compensation plan or acquired through our employee stock purchase plan.

The acquisition price for purposes of the stock ownership guidelines is the actual purchase price paid for shares of our Common Stock through open market purchases, private placements, the exercise of stock options, and similar purchases; the amount of cash compensation for executive base salaries or bonuses or director cash compensation exchanged for RSUs or DSUs; and the grant date price of shares underlying vested RSUs or DSUs issued other than in lieu of or in exchange for executive base salaries or bonus or director cash compensation.

The failure to satisfy the required ownership level may result in the ineligibility of the individual to receive stock-based compensation in the case of a designated executive officer or director or the inability to be a nominee for election to the Board of Directors in the case of a director.

Board and Committee Meetings

Our Board of Directors held a total of ~~nine~~eight meetings during the fiscal year ended December 31, ~~2024~~2025. During the fiscal year ended December 31, ~~2024~~2025, the Audit Committee held 11ten meetings; the Compensation Committee held ~~five~~six meetings; the Nominations and Corporate Governance Committee held seven meetings; the Strategic Planning Committee held four meetings; and the Financing Committee held one meeting. No director attended fewer than 75% of the aggregate of (i) the total number of meetings of our Board of Directors and (ii) the total number of meetings held by all committees of our Board of Directors on which he or she was a member.

Corporate Governance Committee held five meetings; and the Strategic Planning Committee held four meetings. No director attended fewer than 75% of the aggregate of (i) the total number of meetings of our Board of Directors and (ii) the total number of meetings held by all committees of our Board of Directors on which he or she was a member.

Annual Meeting Attendance

We encourage each of our directors to attend each annual meeting of stockholders. To that end, and to the extent reasonably practicable, we regularly schedule a meeting of our Board of Directors on the same day as our annual meeting of stockholders. All of our directors attended our ~~2024~~2025 Annual Meeting of Stockholders.

Communications with Directors

Stockholders and other interested parties may communicate with our Board of Directors or specific members of our Board of Directors, including our independent directors and the members of our various board committees, by submitting a letter addressed to the Board of Directors of Quest Resource Holding Corporation c/o any specified individual director or directors at the address of our executive offices. Any such letters are sent to the indicated directors.

ITEM 11. EXECUTIVE COMPENSATION

Fiscal ~~2024~~2025 Summary Compensation Table

The following table sets forth, for the fiscal years ended December 31, ~~2024~~2025 and ~~2023~~2024, information with respect to compensation for services in all capacities to us and our subsidiaries earned by (i) our principal executive officer, ~~and~~(ii) our ~~two~~next most highly compensated executive ~~officers~~officer other than our principal executive officer who ~~were~~was serving as an executive officer on December 31, ~~2024~~2025, (iii) our former principal executive officer, who was not serving as an executive officer at the end of the fiscal year ended December 31, 2025, and (iv) our former Executive Vice President and Chief Operating Officer whose compensation would have been disclosed pursuant to (ii) but for the fact that he was also not serving as an executive officer at the end of the fiscal year ended December 31, 2025. We refer to these executive officers as our “named executive officers.”

						Stock and			All Other
Name and Principal Position	Year	Salary (1)		Bonus (1)			Stock and Option Awards (2)		All Other Compensation (3)		Total
Name and Principal Position	Year	Salary (1)		Bonus (1)			Option Awards (2)		Compensation (3)		Total
Perry W. Moss	2025	$	378,077	$	124,853		$	996,210	$	19,818	$	1,518,958
S. Ray Hatch	2024	$	390,014	$	-		$	250,500	$	30,172	$	670,686
President, Chief Executive
President, Chief Executive	2023	$	375,000	$	125,000		$	211,904	$	29,419	$	741,323
Officer
S. Ray Hatch (4)	2025	$	105,000	$	-		$	34,650	$	616,611	$	756,261
Former President, Chief Executive	2024	$	390,014	$	-		$	363,975	$	30,172	$	784,161
Officer, and Director
Brett W. Johnston	~~2024~~2025	$	~~313~~317,~~206~~369	$	-68,060		$	~~167~~369,~~000~~224	$	3541,~~505~~325	$	~~515~~795,~~711~~978
Senior Vice President and Chief	~~2023~~2024	$	~~300~~313,~~000~~206	$	~~120,000~~-		$	~~141~~242,~~270~~650	$	2835,~~161~~505	$	~~589~~591,~~431~~361
Financial Officer
David P. Sweitzer	2024	$	348,534	$	-		$	208,750	$	27,329	$	584,613
David P. Sweitzer (5)	2025	$	293,725	$	166,819		$	-	$	378,644	$	839,188
Executive Vice President and	2023	$	325,000	$	125,000		$	185,416	$	29,128	$	664,544
Former Executive Vice President	2024	$	348,534	$	-		$	303,313	$	27,329	$	679,176
Chief Operating Officer
and Chief Operating Officer

(1)

The amounts in this column reflect the amounts earned during the applicable fiscal year, whether or not actually paid during such year. Bonus compensation for Messrs. Moss and Johnston can be paid in the form of cash and DSUs, which are fully vested upon issuance and deferred until the executive leaves the Company. Bonus compensation for Mr. Sweitzer includes a one-time cash retention bonus paid in March 2025.

(2)

The amounts in this column reflect the aggregate probable grant date fair value of stock ~~and option~~ awards granted to our named executive officers during the applicable fiscal year, calculated in accordance with FASB ASC Topic 718, Stock Compensation. These stock awards include RSUs, which vest over three years from the date of grant, and PSUs which become vested and paid upon the Company’s achievement of defined performance metrics over any of the three-year performance periods stated in the terms of the agreement. The valuation assumptions used in determining such amounts are described in the footnotes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025. ~~The~~PSUs ~~amounts~~included ~~reported~~ in this column doare ~~not~~recorded ~~correspond~~at toa level slightly below target for the ~~actual~~2025 ~~economic~~awards ~~value~~and ~~that~~at ~~may~~threshold befor ~~received~~the by2024 ~~our~~awards ~~named~~because ~~executive~~those ~~officers~~amounts ~~from~~represent ~~their~~the ~~option~~probable ~~awards. Certain~~outcome offor the ~~executive~~applicable ~~compensation~~performance isperiod inat the ~~form~~time of ~~DSUs~~grant for each award, inconsistent ~~which~~with the ~~stock~~accounting istreatment ~~fully~~under ~~vested~~GAAP. ~~upon~~The ~~issuance~~maximum ~~with~~grant ~~delivery~~date ~~deferred~~value ~~until~~of the ~~executive~~PSUs ~~leaves~~granted ~~the~~in ~~Company~~2025, ~~and~~assuming inthe ~~RSUs~~highest level of performance achieved, ~~which~~is ~~vest~~$308,000 ~~over~~for ~~one~~Mr. toJohnston. ~~three~~The ~~years~~maximum ~~from~~grant date value of the ~~date~~PSUs granted in 2024, assuming the highest level of ~~grant~~performance achieved, is as follows: Mr. Hatch, $453,900; Mr. Johnston,

The named executive officers participate in certain group life, health, disability insurance, and medical reimbursement plans not disclosed in the Summary Compensation Table that are generally available to salaried employees and do not discriminate in scope, terms, and operation. However, we pay all health insurance premiums for Messrs. Hatch, Johnston and Sweitzer, which amounts are included in this column. The figure shown for each named executive officer also includes employer contributions to a qualified deferred compensation plan (401(k) plan) and auto allowance. Our 401(k) plan provides employees with an opportunity to defer compensation for retirement. Employees may contribute up to 87% of compensation, subject to IRS limits. We match 100% of the first 3% and 50% of the next 2% of eligible earnings that employees contribute to the 401(k) plan. Our 2024 Employee Stock Purchase Plan (“2024 ESPP”) permits our employees and employees of our designated subsidiaries, which we refer to each as a “Participating Company,” to purchase our Common Stock at a discount equal to 85% of the lesser of (i) the market value of the shares on the offering date of such offering and (ii) the market value of the shares on the purchase date of such offering, subject to limits set by the Internal Revenue Code of 1986, as amended (the “Code”), and the 2024 ESPP.

~~Outstanding~~$302,600; ~~Equity~~Mr. ~~Awards~~Sweitzer, at$378,250. ~~Fiscal~~The ~~Year-End~~amounts ~~2024~~reported in this column do not correspond to the actual economic value that may be received by our named executive officers from their stock awards.

(3)

The ~~following~~named ~~table~~executive ~~sets~~officers ~~forth~~participate ~~information~~in ~~with~~certain ~~respect~~group life, health, disability insurance, and medical reimbursement plans not disclosed in the Summary Compensation Table that are generally available to ~~outstanding~~salaried ~~stock~~employees ~~options~~and ~~held~~do bynot ~~our~~discriminate in scope, terms, and operation. However, we pay all health insurance premiums for Messrs. Moss, Johnston, Hatch and Sweitzer, which amounts are included in this column. The figure shown for each named executive ~~officers~~officer also includes employer contributions to a qualified deferred compensation plan (401(k) plan) and auto allowance. Our 401(k) plan provides employees with an opportunity to defer compensation for retirement. Employees may contribute up to 87% of compensation, subject to IRS limits. We match 100% of the first 3% and 50% of the next 2% of eligible earnings that employees contribute to the 401(k) plan. Our 2024 Employee Stock Purchase Plan (“2024 ESPP”) permits our employees and employees of our designated subsidiaries, which we refer to each as a “Participating Company,” to purchase our Common Stock at a discount equal to 85% of ~~December~~the 31lesser of (i) the market value of the shares on the offering date of such offering and (ii) the market value of the shares on the purchase date of such offering, subject to limits set by the Internal Revenue Code of 1986, as amended (the “Code”), and the 2024 ESPP.

(4)

		Option Awards
							Equity Incentive
							Plan Awards:
							Number of
							Securities
		Number of Securities					Underlying	Option		Option
		Underlying Unexercised Options (1)					Unexercised	Exercise		Expiration
Name	Grant Date	Exercisable			Unexercisable		Unearned Options	Price		Date
S. Ray Hatch	1/7/2016		250,000		—		—	$	5.44	1/7/2026
	1/16/2018		100,000		—		—	$	2.39	1/16/2028
	2/12/2019		150,000		—		—	$	1.51	2/12/2029
	3/16/2020		160,000		—		—	$	1.51	3/16/2030
	3/15/2021		80,000		—		—	$	3.83	3/15/2031
	4/20/2022		35,000	(2)		17,500	—	$	6.17	4/20/2032
	5/17/2023		20,000	(2)		40,000	—	$	5.50	5/17/2033
David P. Sweitzer	10/3/2019		2,100		—		—	$	2.45	10/3/2029
	4/20/2022		26,667	(2)		13,333	—	$	6.17	4/20/2032
	5/17/2023		17,500	(2)		35,000	—	$	5.50	5/17/2033
Brett W. Johnston	11/1/2022		10,000	(3)		15,000	—	$	8.68	11/1/2032
	5/17/2023		13,333	(2)		26,667	—	$	5.50	5/17/2033

Mr. Hatch served as our President and Chief Executive Officer from 2016 until his retirement effective March 12, 2025. Mr. Hatch’s fiscal 2025 compensation is for the period January 1, 2025 through March 28, 2025. Other compensation earned by Mr. Hatch includes severance compensation. Following his retirement, Mr. Hatch continued to serve as a member of the board of directors until August 8, 2025. Compensation of $16,639 earned as a non-employee director is included in other compensation.

(5)

~~Unless~~Mr. ~~otherwise~~Sweitzer ~~noted~~served as our Chief Operating Officer from 2016 until his retirement effective October 20, ~~all~~2025. ofMr. Sweitzer’s fiscal 2025 compensation is for the ~~options~~period ~~granted~~January to1, ~~our~~2025 ~~named~~through ~~executive~~October ~~officers~~20, ~~were~~2025. ~~granted~~Other ~~under~~compensation ~~and~~earned ~~are~~by ~~subject~~Mr. toSweitzer ~~the terms~~includes ofseverance ~~our~~compensation ~~2012~~and ~~Incentive~~consulting ~~Compensation~~fees. ~~Plan~~

~~One-third~~Outstanding ofEquity ~~the~~Awards ~~total~~at ~~number~~Fiscal ofYear-End ~~shares underlying this option vest on each of the first, second, and third anniversary of the date of grant.~~2025

The following table sets forth information with respect to outstanding stock options held by our named executive officers as of December 31, 2025.


		Option Awards
							Equity Incentive
							Plan Awards:
							Number of
							Securities
		Number of Securities					Underlying	Option		Option
		Underlying Unexercised Options (1)					Unexercised	Exercise		Expiration
Name	Grant Date	Exercisable			Unexercisable		Unearned Options	Price		Date
S. Ray Hatch	1/7/2016		250,000		—		—	$	5.44	1/7/2026
	1/16/2018		100,000		—		—	$	2.39	8/11/2026
	2/12/2019		150,000		—		—	$	1.51	8/11/2026
	3/16/2020		160,000		—		—	$	1.51	8/11/2026
	3/15/2021		80,000		—		—	$	3.83	8/11/2026
	4/20/2022		52,500		—		—	$	6.17	8/11/2026
	5/17/2023		60,000		—		—	$	5.50	8/11/2026
Brett W. Johnston	11/1/2022		15,000	(2)		10,000	—	$	8.68	11/1/2032
	5/17/2023		26,667	(3)		13,333	—	$	5.50	5/17/2033
David P. Sweitzer	10/3/2019		2,100		—		—	$	2.45	1/20/2026
	4/20/2022		40,000		—		—	$	6.17	1/20/2026
	5/17/2023		35,000		—		—	$	5.50	1/20/2026

(1)

Unless otherwise noted, all of the options granted to our named executive officers were granted under and are subject to the terms of our 2012 Incentive Compensation Plan.

(2)

One-fifth of the total number of shares underlying this option vest on the anniversary of the date of grant until 2027. This option was not granted under the 2012 Incentive Compensation Plan.

(3)

~~The~~One-third ~~following~~of ~~table~~the ~~sets~~total ~~forth~~number ~~information~~of ~~with~~shares ~~respect~~underlying tothis ~~outstanding~~option ~~stock-based~~vest ~~equity~~on ~~awards~~each ~~held~~of bythe ~~our~~first, ~~named~~second, ~~executive~~and ~~officers~~third asanniversary of ~~December~~the ~~31,~~date ~~2024~~of grant.

		Stock Awards
					Equity Incentive
		Equity Incentive			Plan Awards:
		Plan Awards:			Market or Payout
		Number of			Value of Unearned
		Unearned Shares,			Shares, Units or
		Units or Rights That			Other Rights That
Name	Grant Date	Have Not Vested			Have Not Vested (4)
S. Ray Hatch	6/26/2024		30,000	(1)	$	195,000
	8/12/2024		30,000	(3)	$	195,000
David P. Sweitzer	6/26/2024		25,000	(2)	$	162,500
	8/12/2024		25,000	(3)	$	162,500
Brett W. Johnston	6/26/2024		20,000	(2)	$	130,000
	8/12/2024		20,000	(3)	$	130,000

~~(1) Granted~~The ~~under~~following ~~the~~table ~~2012~~sets ~~Incentive~~forth ~~Compensation~~information ~~Plan,~~with ~~these~~respect ~~shares~~to ~~vest~~outstanding onstock-based ~~the~~equity ~~anniversary~~awards ofheld ~~the~~by ~~date~~our named executive officers as of ~~grant~~December 31, 2025.

(2) Granted under the 2012 Incentive Compensation Plan, these shares vest on each of the first, second, and third anniversary of the date of grant


		Stock Awards
					Equity Incentive
		Equity Incentive			Plan Awards:
		Plan Awards:			Market or Payout
		Number of			Value of Unearned
		Unearned Shares,			Shares, Units or
		Units or Rights That			Other Rights That
Name	Grant Date	Have Not Vested			Have Not Vested (4)
Perry W. Moss	6/26/2024		13,333	(1)	$	24,799
	8/12/2024		10,000	(2)	$	18,600
	3/12/2025		214,600	(3)	$	399,156
	8/13/2025		100,000	(3)	$	186,000
Brett W. Johnston	6/26/2024		13,333	(1)	$	24,799
	8/12/2024		10,000	(2)	$	18,600
	3/12/2025		64,000	(2)	$	119,040
	8/13/2025		40,000	(3)	$	74,400

(31) Granted under the ~~2024~~2012 Incentive Compensation Plan~~. Any~~; ~~earned~~these ~~PSUs~~shares ~~will~~vest ~~be fully vested and paid based~~ on ~~defined performance~~each ~~metrics achieved at the end~~ of the ~~three-year~~first, ~~performance~~second, ~~period. The~~and ~~number~~third ofanniversary ~~shares~~ of ~~our common stock that each participant is eligible to receive following such period will be determined based on~~ the ~~initial~~date ~~target number~~ of ~~PSUs granted and the actual performance level achieved~~grant.

(42) ~~Payout~~Granted ~~value~~under isthe 2024 Incentive Compensation Plan; these shares represent unearned PSUs. Any earned PSUs will be fully vested and paid based on defined performance metrics achieved at the $6end of a three-year performance period.50 ~~closing~~The ~~price~~number of ~~QRHC~~shares of our common stock that each participant is eligible to receive following such period will be determined based on the initial target number of PSUs granted and the actual performance level achieved. Per SEC guidelines, if the performance metric at the end of the fiscal year is below threshold, we are required to disclose threshold performance, and if the performance metric has exceeded threshold, we are required to disclose the next highest performance measure level exceeding the prior fiscal year’s performance. As of December 31, ~~2024~~2025, all unearned PSUs were below the threshold performance goal, and accordingly, for each grant listed, we have reported the unearned shares and value for the PSUs at threshold.

(3) Granted under the 2024 Incentive Compensation Plan; these shares vest on each of the first, second, and third anniversary of the date of grant.

(4) Payout value is based on the $1.86 closing price of QRHC common stock on December 31, 2025.

Employment and Other Agreements with Our Named Executive Officers

Perry W. Moss

We entered into a severance and change in control agreement with Mr. Moss, our President and Chief Executive Officer, on March 12, 2025. If we terminate Mr. Moss’s employment for any reason other than for good cause (as defined in the agreement) or if Mr. Moss voluntarily terminates his employment with us for good reason (as defined in the agreement), the agreement provides that (a) we will pay Mr. Moss his salary for a period of 12 months (which shall increase to 18 months if Mr. Moss has been the Chief Executive Officer of our company for at least a year) following the effective date of such termination, (b) we will pay Mr. Moss, at the same time as cash incentive bonuses are paid to other executives, a portion of the cash incentive bonus deemed by our Compensation Committee in the exercise of its sole discretion, to be earned by Mr. Moss pro rata for the period commencing on the first day of our fiscal year for which the cash incentive bonus is calculated and ending on the effective date of such termination, and (c) we shall either (i) provide coverage under our medical plan to the extent provided for Mr. Moss on the effective date of termination, such benefits to be received over a period of 12 months (which shall increase to 18 months if Mr. Moss has been the Chief Executive Officer of our company for at least a year) after the effective date of the termination or (ii) provide reimbursement for the COBRA premium for such coverage through the earlier of such 12-month period (or 18-month period if Mr. Moss has been the Chief Executive Officer of the Company for at least a year) after the effective date of the termination or the COBRA eligibility period.

The agreement further provides that, in the event of a change in control of our company (as defined in the agreement), Mr. Moss has the option to terminate his employment with us, unless (a) the provisions of the agreement remain in full force and effect as to Mr. Moss and (b) he suffers no reduction in his status, authority, or base salary following the change in control, provided that Mr. Moss will be considered to suffer a reduction in his status, authority, or base salary, only if, after the change in control, (i) he is not the President and Chief Executive Officer of the company that succeeds to our business, (ii) such company’s common stock is not listed on

a national stock exchange (such as the New York Stock Exchange, the Nasdaq Stock Market, or the NYSE MKT), (iii) such company in any material respect reduces Mr. Moss’s status, authority, or base salary, or (iv) as a result of the change in control, Mr. Moss is required to relocate his principal place of business more than 50 miles from The Colony, Texas (or surrounding areas). If Mr. Moss terminates his employment with us following a change in control or if we terminate his employment without good cause, in each case during the period commencing three months before and one year following the change in control, (a) we will pay Mr. Moss’s base salary for a period of 12 months (which shall increase to 18 months if Mr. Moss has been Chief Executive Officer for at least one year) following the effective date of such termination, (b) we will pay Mr. Moss an amount equal to the average of his cash bonus paid for each of the two fiscal years immediately preceding his termination, (c) all unvested stock options held by Mr. Moss in his capacity as an employee on the effective date of termination shall vest as of the effective date of the termination, and (d) all unvested RSUs, granted after the date hereof held by Mr. Moss in his capacity as an employee on the effective date of termination shall vest as of the effective date of the termination.

The agreement also contains a provision that prohibits Mr. Moss from competing with our company for a period of 12 months following the termination of his employment with our company for any reason. The agreement further contains a provision that prohibits Mr. Moss from soliciting or hiring any of our employees for a period of 24 months following the termination of his employment with our company for any reason.

S. Ray Hatch

We entered into a severance and change in control agreement with Mr. Hatch, our President and Chief Executive Officer, on January 7, 2016, which was subsequently amended and restated on June 29, 2021. If we terminate Mr. Hatch’s employment for any reason other than for good cause (as defined in the agreement) or if Mr. Hatch voluntarily terminates his employment with us for good reason (as defined in the agreement), the agreement provides that (a) we will pay Mr. Hatch his salary for a period of 18 months following the effective date of such termination, (b) we will pay Mr. Hatch, at the same time as cash incentive bonuses are paid to other executives, a portion of the cash incentive bonus deemed by our Compensation Committee in the exercise of its sole discretion, to be earned by Mr. Hatch pro rata for the period commencing on the first day of our fiscal year for which the cash incentive bonus is calculated and ending on the effective date of such termination, (c) all unvested stock options held by Mr. Hatch in his capacity as an employee on the effective date of termination shall vest as of the effective date of the termination, (d) all unvested RSUs granted after the date of the agreement held by Mr. Hatch in his capacity as an employee on the date of the termination shall vest as of the effective date of the termination and the shares of Mr. Hatch’s Common Stock related to such RSUs shall be delivered to Mr. Hatch as soon as administratively practicable after the effective date of the termination but in no event later than March 15 of the year following the effective date of the termination and (e) we shall either (i) provide coverage under our medical plan to the extent provided for Mr. Hatch on the effective date of termination, such benefits to be received over a period of 18 months after the effective date of the termination or (ii) provide reimbursement for the COBRA premium for such coverage through the earlier of such 18-month period after the effective date of the termination or the COBRA eligibility period.

The agreement further provides that, in the event of a change in control of our company (as defined in the agreement), Mr. Hatch has the option to terminate his employment with us, unless (i) the provisions of the agreement remain in full force and effect as to Mr. Hatch and (ii) he suffers no reduction in his status, authority, or base salary following the change in control, provided that Mr. Hatch will be considered to suffer a reduction in his status, authority, or base salary, only if, after the change in control, (A) he is not the President and Chief Executive Officer of the company that succeeds to our business, (B) such company’s Common Stock is not listed on a national stock exchange (such as the New York Stock Exchange, the Nasdaq Stock Market, or the NYSE MKT), (C) such company in any material respect reduces Mr. Hatch’s status, authority, or base salary, or (D) as a result of the change in control, Mr. Hatch is required to relocate his principal place of business more than 50 miles from The Colony, Texas (or surrounding areas). If Mr. Hatch terminates his employment with us following a change in control or if we terminate his employment without good cause, in each case during the period commencing three months before and one year following the change in control, (A) we will pay Mr. Hatch’s base salary for a period of 18 months following the effective date of such termination, (B) we will pay Mr. Hatch an amount equal to the average of his cash bonus paid for each of the two fiscal years immediately preceding his termination, (C) all unvested stock options held by Mr. Hatch in his capacity as an employee on the effective date of termination shall vest as of the effective date of the termination, and (D) all unvested RSUs, granted after the date hereof held by Mr. Hatch in his capacity as an employee on the effective date of termination shall vest as of the effective date of the termination.

The agreement also contains a provision that prohibits Mr. Hatch from competing with our company for a period of 18 months following the termination of his employment with our company for any reason. The agreement further contains a provision that prohibits Mr. Hatch from soliciting or hiring any of our employees for a period of 24 months following the termination of his employment with our company for any reason.

On March 12, 2025, the Company announced that Mr. Hatch was retiring from his officer positions with the Company effective March 12, 2025, and his last day of employment with the Company shall be March 28, 2025 (the “Hatch Separation Date”). On March 11, 2025, we entered into a Mutual Separation Agreement and Release (the “Hatch Separation Agreement”) with Mr. Hatch in connection with Mr. Hatch’s departure. Pursuant to the Hatch Separation Agreement, we agreed, in return for a customary general release and waiver in favor of the Company and customary post-employment covenants with respect to non-compete, non-solicitation, non-disparagement and confidential Company information, to pay Mr. Hatch the amounts due pursuant to Mr. Hatch’s Amended and

Restated Severance and Change in Control Agreement, dated June 29, 2021, as modified by the Hatch Separation Agreement. Following the Hatch Separation Date, Mr. Hatch continued to serve as a member of our Board of Directors until August 8, 2025.

Brett W. Johnston

On May 12, 2023, we entered into a Severance and Change in Control Agreement with Brett W. Johnston, our Senior Vice President of Finance and Chief Financial Officer, effective as of the same date. If we terminate Mr. Johnston’s employment for any reason other than for good cause (as defined in the agreement) or if Mr. Johnston voluntarily terminates his employment with us for good reason (as defined in the agreement), the agreement provides that (a) we will pay Mr. Johnston his salary for a period of 12 months following the effective date of such termination and (b) we will pay Mr. Johnston, at the same time as cash incentive bonuses are paid to other executives, a portion of the cash incentive bonus deemed by our Compensation Committee in the exercise of its sole discretion, to be earned by Mr. Johnston pro rata for the period commencing on the first day of our fiscal year for which the cash incentive bonus is calculated and ending on the effective date of such termination.

The agreement further provides that, in the event of a change in control of our company (as defined in the agreement), Mr. Johnston has the option to terminate his employment with us, unless (i) the provisions of the agreement remain in full force and effect as to Mr. Johnston and (ii) he suffers no reduction in his status, authority, or base salary following the change in control, provided that Mr. Johnston will be considered to suffer a reduction in his status, authority, or base salary, only if, after the change in control, (A) he is not the Senior Vice President of Finance and Chief Financial Officer of the company that succeeds to our business, (B) such company’s common stock is not listed on a national stock exchange (such as the New York Stock Exchange, the Nasdaq Stock Market, or the NYSE MKT), (C) such company in any material respect reduces Mr. Johnston’s status, authority, or base salary, or (D) as a result of the change in control, Mr. Johnston is required to relocate his principal place of business more than 50 miles from The Colony, Texas (or surrounding areas). If Mr. Johnston terminates his employment with us following a change in control or if we terminate his employment without good cause, in each case during the period commencing three months before and one year following the change in control, (A) we will pay Mr. Johnston’s base salary for a period of 12 months following the effective date of such termination, (B) we will pay Mr. Johnston an amount equal to the average of his cash bonus paid for each of the two fiscal years immediately preceding his termination; provided that in the event Mr. Johnston has not been employed by us for at least two fiscal years at the time of such termination, then the cash bonus shall be in an amount equal to Mr. Johnston’s target bonus for the fiscal year in which such termination occurred, (C) all unvested stock options held by Mr. Johnston in his capacity as an employee on the effective date of termination shall vest as of the effective date of the termination, and (D) all unvested RSUs granted after the date hereof held by Mr. Johnston in his capacity as an employee on the effective date of termination shall vest as of the effective date of the termination.

The agreement also contains a provision that prohibits Mr. Johnston from competing with our company for a period of 12 months following the termination of his employment with our company for any reason. The agreement further contains a provision that prohibits Mr. Johnston from soliciting or hiring any of our employees for a period of 24 months following the termination of his employment with our company for any reason.

David P. Sweitzer

On February 15, 2017, we entered into an executive agreement with David P. Sweitzer, our Executive Vice President and Chief Operating Officer, effective as of the same date. If we terminate Mr. Sweitzer’s employment for any reason other than for good cause (as defined in the agreement) or if Mr. Sweitzer voluntarily terminates his employment with us for good reason (as defined in the agreement), the agreement provides that (a) we will pay Mr. Sweitzer his salary for a period of 12 months following the effective date of such termination and (b) we will pay Mr. Sweitzer, at the same time as cash incentive bonuses are paid to other executives, a portion of the cash incentive bonus deemed by our Compensation Committee in the exercise of its sole discretion, to be earned by Mr. Sweitzer pro rata for the period commencing on the first day of our fiscal year for which the cash incentive bonus is calculated and ending on the effective date of such termination.

The agreement further provides that, in the event of a change in control of our company (as defined in the agreement), Mr. Sweitzer has the option to terminate his employment with us, unless (i) the provisions of the agreement remain in full force and effect as to Mr. Sweitzer and (ii) he suffers no reduction in his status, authority, or base salary following the change in control, provided that Mr. Sweitzer will be considered to suffer a reduction in his status, authority, or base salary, only if, after the change in control, (A) he is not the Executive Vice President and Chief Operating Officer of the company that succeeds to our business, (B) such company’s common stock is not listed on a national stock exchange (such as the New York Stock Exchange, the Nasdaq Stock Market, or the NYSE MKT), (C) such company in any material respect reduces Mr. Sweitzer’s status, authority, or base salary, or (D) as a result of the change in control, Mr. Sweitzer is required to relocate his principal place of business more than 50 miles from The Colony, Texas (or surrounding areas). If Mr. Sweitzer terminates his employment with us following a change in control or if we terminate his employment without good cause, in each case during the period commencing three months before and one year following the change in control, (A) we will pay Mr. Sweitzer’s base salary for a period of 12 months following the effective date of such termination, (B) we will pay Mr. Sweitzer an amount equal to the average of his cash bonus paid for each of the two fiscal years immediately preceding his termination, (C) all unvested stock options held by Mr. Sweitzer in his capacity as an employee on the effective date of termination shall vest as of the effective date of the termination, and (D) all unvested RSUs granted after the date hereof held by Mr. Sweitzer in his capacity as an employee on the effective date of termination shall vest as of the effective date of the termination.

The agreement also contains a provision that prohibits Mr. Sweitzer from competing with our company for a period of 12 months following the termination of his employment with our company for any reason. The agreement further contains a provision that prohibits Mr. Sweitzer from soliciting or hiring any of our employees for a period of 24 months following the termination of his employment with our company for any reason.

On October 20, 2025, the Company announced that Mr. Sweitzer was retiring from his officer positions with the Company effective October 20, 2025. On October 22, 2025, Mr. Sweitzer entered into a Mutual Separation Agreement and Release, pursuant to which we agreed, in return for a customary general release and waiver in favor of the Company and customary post-employment covenants with respect to non-compete, non-solicitation, non-disparagement and confidential Company information, to pay Mr. Sweitzer the amounts due pursuant to Mr. Sweitzer’s executive agreement.

The employment of all of our other officers is “at will” and may be terminated by us or the officer at any time, for any reason or no reason.

DIRECTOR COMPENSATION

During fiscal ~~2024~~2025, we paid each non-employee director a monthly retainer, which is currently equivalent to $42,000 annually. Currently, the non-employee Chairman of the Board receives an additional $293,040 per year; the non-employee Chair of the Audit Committee receives an additional $15,750 per year; the non-employee Chair of the Compensation Committee receives an additional $10,500 per year; the non-employee Chair of the Nominations and Corporate Governance Committee receives an additional $7,875 per year; the non-employee Chair of the Strategic Planning Committee receives an additional $17,500 per year; the non-Chair members of the Audit Committee each receive an additional $7,875 per year; the non-Chair members of the Compensation Committee each receive an additional $5,250 per year; the non-Chair members of the Nominations and Corporate Governance Committee each receive an additional $3,938 per year; and the non-Chair members of the Strategic Planning Committee each receive an additional $5,250 per year. The non-employee Chair of the Financing Committee and the non-Chair members of the Financing Committee do not receive an additional fee. We also reimburse each non-employee director for travel and related expenses incurred in connection with attendance at Board of Director and committee meetings. Employees who also serve as directors receive no additional compensation for their services as a director.

year; the non-employee Chair of the Strategic Planning Committee receives an additional $10,500 per year; the non-Chair members of the Audit Committee each receive an additional $7,875 per year; the non-Chair members of the Compensation Committee each receive an additional $5,250 per year; the non-Chair members of the Nominations and Corporate Governance Committee each receive an additional $3,938 per year; and the non-Chair members of the Strategic Planning Committee each receive an additional $5,250 per year. The non-employee Chair of the Financing Committee and the non-Chair members of the Financing Committee do not receive an additional fee. We also reimburse each non-employee director for travel and related expenses incurred in connection with attendance at Board of Director and committee meetings. Employees who also serve as directors receive no additional compensation for their services as a director.

Effective September 1, 2019, non-employee directors can elect to receive all or a portion of their annual retainers in the form of DSUs. The DSUs are recognized at their fair value on the date of grant. Director fees deferred into stock units are calculated and expensed each month by taking fees earned during the month and dividing by the closing price of our common stock on the last trading day of the month, rounded down to the nearest whole share. Each DSU represents the right to receive one share of our common stock following the completion of a director’s service.

We also compensate our non-employee directors in the form of stock-based compensation. In May 2020, Mr. Friedberg received a 10 year option to purchase 223,295 shares of our common stock at an exercise price of $1.48 per share, with 1/12th to vest and become exercisable on the last day of each month, commencing on the last day of the month in which the options were granted. In May 2020, each non-employee member (excluding Messrs. Friedberg and Nolan) of our Board of Directors at that time received 10 year options to purchase 37,915 shares of our common stock at an exercise price of $1.48 per share, with 1/12th to vest and become exercisable on the last day of each month, commencing on the last day of the month in which the options were granted. This grant reflects the annual stock-based compensation for those directors through ~~May 2021. In May 2021, each non-employee member of our Board of Directors at that time received a fully vested DSU award to receive 15,000 shares of our common~~ stock ~~valued at $4.23 per share or $63,450. In July 2021, Mr. Culpepper became a non~~-employee member of our Board of Directors and at that time received a fully vested DSU award to receive 15,000 shares of our common stock valued at $6.93 per share or $103,950. These grants reflect the annual stock-based ~~compensation for those directors through May 2022~~awards. In August 2023, each non-employee member of our Board of Directors at that time received a RSU award to receive 10,176 shares of our common stock valued at $7.37 per share or $74,997. The RSUs vested and were released on the first anniversary of the date on which they were granted. These grants reflect the annual stock-based compensation for those directors through August 2024. In August 2024, each non-employee member of our Board of Directors at that time received an RSU award to receive 10,409 shares of our common stock valued at $7.565 per share or $78,744. The RSUs will vest and become exercisable on the first anniversary of the date on which they were granted. These grants reflect the annual stock-based compensation for those directors through August 2025.

~~The~~In ~~following~~May ~~table~~2020, ~~sets~~Mr. ~~forth~~Friedberg ~~the~~received ~~compensation~~a ~~earned~~10-year oroption ~~paid~~to bypurchase us223,295 toshares at an exercise price of $1.48 per share, and each other non-employee director ~~for~~(excluding ~~the~~Messrs. ~~fiscal~~Friedberg and Nolan) received a 10-year ~~ended~~option ~~December~~to 31purchase 37,915 ~~2024.~~shares Mrat an exercise price of $1.48 ~~Hatch~~per ~~did~~share. ~~not~~These ~~receive~~options ~~any~~vest ~~compensation~~monthly ~~for~~in ~~his~~1/12th ~~service~~increments, commencing on ~~our~~the ~~Board~~last day of ~~Directors~~the grant month, and represent annual compensation through May 2021.

	Fees Earned		Stock
Name	or Paid in Cash		Awards (1)		Total
Glenn A. Culpepper	$	56,444	$	78,744	$	135,188
Audrey P. Dunning	$	55,104	$	78,744	$	133,848
Daniel M. Friedberg	$	240,448	$	190,199	$	430,647
Ronald L. Miller, Jr.	$	30,039	$	1,201	$	31,240
Stephen A. Nolan	$	17,921	$	119,667	$	137,588
Sarah R. Tomolonius	$	14,165	$	119,656	$	133,821

In May 2021, each non-employee director received a fully vested DSU award for 15,000 shares valued at $4.23 per share (or $63,450). In July 2021, Mr. Culpepper joined the Board and received a fully vested DSU award for 15,000 shares valued at $6.93 per share (or $103,950). These DSU grants represent annual compensation through May 2022.

~~(1) The~~In ~~amounts~~August in2023, ~~this~~each ~~column reflect the aggregate grant date fair value of stock awards granted to our~~ non-employee ~~directors~~director ~~during~~received ~~the~~an ~~fiscal~~RSU ~~year~~award ~~ended~~for ~~December 31~~10,176 ~~2024,~~shares ~~calculated~~valued inat ~~accordance~~$7.37 ~~with~~per ~~FASB~~share ~~ASC~~(or ~~Topic 718~~$74,997), ~~Stock~~vested ~~Compensation~~on in the ~~form~~first anniversary of ~~DSUs,~~the ~~RSUs~~grant ordate ~~other~~and ~~stock~~represented ~~awards~~annual compensation through August 2024.

~~The~~ ~~following~~In ~~table~~August ~~lists~~2024, ~~all~~each ~~outstanding~~non-employee ~~equity~~director ~~awards~~received ~~held~~an byRSU ~~our~~award ~~non-employee~~for ~~directors~~10,409 asshares ofvalued ~~December~~at 31$7.565 per share (or $78,744) ~~2024:~~which vested on the first anniversary of the grant date and represented annual compensation through August 2025.

	Stock		Option
Name	Awards (1)		Awards
Glenn A. Culpepper		25,409		25,000
Audrey P. Dunning		10,409	—
Daniel M. Friedberg		38,521		513,819
Stephen A. Nolan		76,174		176,659
Sarah R. Tomolonius		30,544		138,650

The following table sets forth the compensation earned or paid by us to each non-employee director for the fiscal year ended December 31, 2025.


	Fees Earned		Stock
Name	or Paid in Cash		Awards (1)		Total
Glenn A. Culpepper	$	47,250	$	49,747	$	96,997
Audrey P. Dunning	$	54,141	$	38,922	$	93,063
S. Ray Hatch	$	16,639	$	—	$	16,639
Daniel M. Friedberg	$	299,179	$	93,859	$	393,038
Robert J. Lipstein	$	32,311	$	34,000	$	66,311
Stephen A. Nolan	$	16,844	$	77,506	$	94,350
Sarah R. Tomolonius	$	15,641	$	77,397	$	93,038

~~(1) Stock awards of 10,409 units per non-employee director, in the form of RSUs, will vest and become exercisable on the first anniversary of the date on which they were granted, August 12, 2025.~~40

(1) The amounts in this column reflect the aggregate grant date fair value of stock awards granted to our non-employee directors during the fiscal year ended December 31, 2025, calculated in accordance with FASB ASC Topic 718, Stock Compensation in the form of DSUs, RSUs or other stock awards.

The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2025:


	Stock		Option
Name	Awards (1)		Awards
Glenn A. Culpepper		41,629		25,000
Audrey P. Dunning		21,893	—
Daniel M. Friedberg		75,644		513,819
Robert J. Lipstein		20,000	—
Stephen A. Nolan		105,767		176,659
Sarah R. Tomolonius		60,095		138,650

(1) Stock awards of 20,000 units per non-employee director, in the form of RSUs, will vest on August 13, 2026, which is the first anniversary of the date on which they were granted.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding the beneficial ownership of shares as of March 12, ~~2025~~2026 by (1) each director, nominee for director, and named executive officer of our company, (2) all directors and executive officers of our company as a group, and (3) each person known by us to own more than 5% of our Common Stock.

	Shares Beneficially Owned
Named Executive Officers and Directors (1):	Number (2)		Percentage (2)
S. Ray Hatch (3)		943,641		4.39	%
Perry W. Moss (3)		27,942	*		%
Brett W. Johnston (4)		5275,~~892~~917	*
David P. Sweitzer (5)		90,536	*
Daniel M. Friedberg (5)(13)		3,447,917		16.00	%
Daniel M. Friedberg (6)(13)		3,364,654		15.91	%
Glenn A. Culpepper (6)		83,214	*
Glenn A. Culpepper (7)		56,176	*
Audrey P. Dunning (7)		34,378	*
Audrey P. Dunning		15,576	*
Robert J. Lipstein		17,500	*
Stephen A. Nolan (8)		~~320~~358,~~963~~626	1.5469		%
Sarah R. Tomolonius (9)		~~174~~206,~~074~~695	*
All directors and executive officers as a group (8 persons) (10)		5,018,512	22.21		%
S. Ray Hatch		768,641		3.56	%
David P. Sweitzer		17,602	*
All directors and executive officers as a group (8 persons) (10)		4,252,189		19.25	%
5% Stockholders:
Wynnefield Partners Small Cap Value, L.P., et al (11)		2,734,349		13.2705	%
Pinnacle Family Office Investments, L.P. (12)		2,~~506~~706,~~389~~148		12.1691	%
Hampstead Park Capital Management, LLC, et al (13)		2,~~812~~842,~~547~~353		13.6556	%

* Less than 1% of the outstanding shares of common stock.

(1)

Except as otherwise indicated, each person named in the table has the sole voting and investment power with respect to all common stock beneficially owned, subject to applicable community property law. Except as otherwise indicated, each person may be reached as follows: c/o Quest Resource Holding Corporation, ~~3481~~433 ~~Plano~~E. ~~Parkway,~~Las ~~Ste.~~Colinas ~~100~~Boulevard, ~~The~~Suite ~~Colony~~675, Irving, Texas ~~75056~~75039.

(2)

The number of shares beneficially owned by each person or entity is determined under the rules promulgated by the SEC. Under such rules, beneficial ownership includes any shares as to which the person or entity has sole or shared voting power or investment power. The number of shares shown includes, when applicable, shares owned of record by the identified person’s minor children and spouse and by other related individuals and entities over whose shares such person has custody, voting control, or power of disposition. The percentages shown are calculated based on 20,~~606~~959,~~395~~751 shares outstanding on March 12, ~~2025~~2026. The numbers and percentages shown include shares actually owned on March 12, ~~2025~~2026 and shares that the identified person or group had the right to acquire within 60 days of such date. In calculating the percentage of ownership, all shares that the identified person or group had the right to acquire within 60 days of March 12, ~~2025~~2026 upon the exercise of options are deemed to be outstanding for the purpose of computing the percentage of shares owned by that person or group but are not deemed to be outstanding for the purpose of computing the percentage of shares of stock owned by any other person or group.

(3)

Includes ~~812~~5,~~500~~537 ~~shares issuable upon exercise of vested stock options and 85,367~~ DSUs.

(4)

Includes 2341,~~333~~667 shares issuable upon exercise of vested stock options.

~~Includes 59,600 shares issuable upon exercise of vested stock options and 22,425 DSUs.~~41

(5)

Consists of (a) 2,~~812~~842,~~547~~353 shares held by Hampstead Park Environmental Services Investment Fund LLC (“Hampstead Park Environmental”), (b) 513,819 shares issuable upon exercise of vested stock options held directly by Mr. Friedberg, (c) 20,585 shares held directly by Mr. Friedberg, and (cd) 2871,~~112~~160 DSUs held directly by Mr. Friedberg.

(6)

Includes 25,000 shares issuable upon exercise of vested stock options and 1521,~~000~~629 DSUs.

(7)

Includes ~~176~~1,~~659~~893 ~~shares issuable upon exercise of vested stock options and 67,128~~ DSUs.

(8)

Includes ~~138~~176,~~650~~659 shares issuable upon exercise of vested stock options and 2189,~~498~~382 DSUs.

(9)

~~Consists~~Includes ~~of (a) 3~~138,~~030,879~~650 shares ~~held by the directors and current executive officers as a group, (b) 1,749,561 shares~~ issuable upon exercise of vested stock options, and ~~(c) 245~~43,~~067~~710 DSUs.

(10)

~~Based~~Consists onof ~~the~~(a) ~~statement~~3,123,083 onshares ~~Form~~held 4by ~~filed with~~ the ~~SEC~~directors onand ~~March~~current ~~13,~~executive ~~2024~~officers byas ~~Wynnefield~~a ~~Partners~~group, ~~Small~~(b) ~~Cap Value~~1, ~~L.P~~116,598 ~~and~~shares ~~affiliates.~~issuable ~~The~~upon ~~address~~exercise ~~for~~of ~~Wynnefield~~vested ~~Partners~~stock ~~Small Cap Value~~options, ~~L.P,~~ and ~~affiliates~~(c) ~~is 450 Seventh Avenue~~220,803 ~~Suite 509, New York, NY 10123~~DSUs.

(11)

Based on the ~~statement~~Schedule on13D ~~Form 4~~ filed with the SEC on May 118, ~~2022,~~2025 by ~~Pinnacle~~Wynnefield ~~Family~~Partners ~~Office~~Small ~~Investments~~Cap Value, L.P, and affiliates. The address for ~~Pinnacle~~Wynnefield ~~Family~~Partners ~~Office~~Small ~~Investments~~Cap Value, L.P., isand ~~5910~~affiliates ~~North~~is ~~Central~~450 ~~Expressway~~Seventh Avenue, Suite ~~1475~~509, ~~Dallas~~New York, TXNY ~~75206~~10123.

(12)

40Based on the Form 4 filed with the SEC on October 27, 2025 by Barry M. Kitt. Mr. Kitt exercises investment discretion and control over Pinnacle Family Office Investments, L.P. The address for Pinnacle Family Office Investments, L.P. is 5910 North Central Expressway, Suite 1475, Dallas, TX 75206.

(13)

Hampstead Park Capital Management, LLC (“Hampstead Park Capital”) is the sole member of Hampstead Park Environmental and Mr. Friedberg is the Chief Executive Officer of Hampstead Park Capital; each may therefore be deemed to control Hampstead Park Environmental. The address for Hampstead Park Capital and Hampstead Park Environmental is 6 Lighthouse Lane, Old Greenwich, CT 06870.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information as of December 31, ~~2024~~2025 with respect to our Common Stock that may be issued under our incentive compensation plans and under other option grants.

Number of

securities

Weighted-

securities

to be issued

average

remaining

upon

exercise

available for

exercise of

price of

future

outstanding

issuance

options,

under equity

warrants,

compensation

Plan Category

and rights

plans

Equity compensation plans approved by security holders

2012 Plan (1)

2,~~624~~216,~~079~~555

2.9584

—

2024 Plan (2)

~~209~~927,~~416~~670

~~7.63~~-

1672,~~540,584~~200

Equity compensation plans not approved by security holders

277,100

5.71

—

Total

3,~~110~~421,~~595~~325

3.2818

1672,~~540,584~~200

(1)

No new awards may be issued under the 2012 Incentive Compensation Plan. As of December 31, ~~2024~~2025, the number of securities to be issued upon exercise of outstanding options was 2,~~224~~034,~~349~~172, the number of Common Stock shares to be issued under DSUs was ~~235~~123,~~730~~053, and the number of Common Stock shares to be issued under RSUs was ~~164~~59,~~000~~330.

(2)

Under our 2024 Incentive Compensation Plan, an aggregate of 1,500,000 shares of our Common Stock was authorized for issuance pursuant to awards granted under such plan. The number of available shares will be decreased by the number of shares with respect to which awards previously granted under such plan are terminated without being exercised prior to expiration or are surrendered in payment of any awards or any tax withholding with respect thereto. As of December 31, ~~2024~~2025, the number of ~~securities to be issued upon exercise of outstanding options was 10,000, the number of~~ Common Stock shares to be issued under DSUs was 1591,~~371~~387, the number of Common Stock shares to be issued under RSUs was 54575,~~045~~133, and the number of shares of Common Stock shares to be issued under PSUs was ~~130~~261,~~000~~150 if the performance threshold is achieved. There were no outstanding options as of December 31, 2025 under the 2024 Incentive Compensation Plan. As of December 31, ~~2024~~2025, the aggregate number of shares of Common Stock available for future issuance pursuant to awards under our 2024 Incentive Compensation Plan was 1519,~~290,584~~618 and ~~250~~152,~~000~~582 shares of Common Stock reserved for issuance under our 2024 ESPP. Our 2024 ESPP authorizes the sale of up to 250,000 shares of our Common Stock to employees.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Unless delegated to the Compensation Committee by our Board of Directors, the Audit Committee charter requires the Audit Committee to review and approve all related party transactions and to review and make recommendations to the full Board of Directors, or approve, any contracts or other transactions with current or former executive officers of our company, including consulting arrangements, employment agreements, change-in-control agreements, termination arrangements, and loans to employees made or guaranteed by our company. We have a policy that we will not enter into any such transaction unless the transaction is determined by our disinterested directors to be fair to us or is approved by our disinterested directors or by our stockholders. Any determination by our disinterested directors is based on a review of the particular transaction, applicable laws and regulations, and policies of our company (including those set forth above under “Corporate Governance” or published on our website). As appropriate, the disinterested directors of the applicable committees of the Board of Directors shall consult with our legal counsel.

Our company has entered into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify such individuals, to the fullest extent permitted by Nevada law, for certain liabilities to which they may become subject as a result of their affiliation with our company.

Director Independence

Our Board of Directors has determined, after considering all of the relevant facts and circumstances, that Messrs. Culpepper, Friedberg, Lipstein and Nolan and Mses. Dunning and Tomolonius are independent directors, as “independence” is defined by the listing standards of the Nasdaq Stock Market and by the SEC, because they have no relationship with us that would interfere with their exercise of independent judgment in carrying out their responsibilities as a director. Prior to Mr. Hatch’s isretirement as President and Chief Executive Officer on March 12, 2025, he was an employee director, and he continued to serve on the Board of Directors as a non-employee director until his resignation from the Board of Directors on August 8, 2025.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed to our company by Semple, Marchal and Cooper, LLP for the fiscal years ended December 31, ~~2024~~2025 and ~~2023~~2024 are as follows:

	2024		2023
	2025		2024
Audit Fees (1)		~~683~~624,~~214~~094		~~521~~683,~~645~~214
Audit-related Fees (2)		1629,~~914~~520		2316,~~301~~914
Tax Fees (3)	—		—
All Other Fees (4)	—	~~33,193~~		2833,~~669~~193
Total	$	~~733~~653,~~321~~614	$	~~573~~733,~~615~~321

(1)

Audit fees consist of billings for professional services normally provided in connection with statutory and regulatory filings including (i) fees associated with the audits of our consolidated financial statements and the audit of our internal control over financial reporting, and (ii) fees associated with our quarterly reviews.

(2)

Audit-related fees consist of billings for professional services for the review of SEC filings or other reports containing the audited financial statements including registration statements.

(3)

Tax fees consist primarily of tax -related advisory services.

(4)

All other fees include ~~general advisory~~ professional services ~~primarily~~ related to ~~research~~our onemployee ~~accounting~~benefit ~~or other regulatory matters, and acquisition audits~~plan.

4243

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements and Financial Statement Schedules

Consolidated Financial Statements are listed in the Index to Consolidated Financial Statements on page F-1 of this Annual Report on Form 10-K.

Other schedules are omitted because they are not applicable, not required, or because required information is included in the Consolidated Financial Statements or notes thereto.

Exhibits

ExhibitNo.		Exhibit
2.1		Asset Purchase Agreement, dated as of October 19, 2020, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC, Green Remedies Waste and Recycling, Inc. and Alan Allred (1)
3.1		Third Amended and Restated Articles of Incorporation of Quest Resource Holding Corporation (1)
3.1		Third Amended and Restated Articles of Incorporation of Quest Resource Holding Corporation (2)
3.2		Third Amended and Restated Bylaws of Quest Resource Holding Corporation (2)
3.2		Third Amended and Restated Bylaws of Quest Resource Holdings Corporation (3)
4.1		Description of Registered Securities (3)
4.1		Description of Registered Securities (4)
4.2		Form of Warrant to Purchase an Aggregate of 500,000 Shares (4)
4.2		Promissory Note, dated as of October 19, 2020, by Quest Resource Holding Corporation in favor of Green Remedies Waste and Recycling, Inc. (5)
4.3		Form of Amendment to Warrant (5)
4.3		Form of Warrant to Purchase an Aggregate of 500,000 Shares (6)
4.4		Form of Warrant to Purchase an Aggregate of 350,000 Shares (6)
4.4		Form of Warrant to Purchase an Aggregate of 350,000 Shares (7)
10.1†		2012 Incentive Compensation Plan, as amended and restated (7)
10.1†		2012 Incentive Compensation Plan, as amended and restated (8)
10.2†		Form of Non-Qualified Stock Option Agreement (8)
10.2†		Form of Non-Qualified Stock Option Agreement (9)
10.3†		Form of Incentive Stock Option Agreement (9)
10.3†		Form of Incentive Stock Option Agreement (10)
10.4†		Form of Indemnity Agreement by and between Infinity Resources Holdings Corp. and each of its directors and executive officers (10)
10.4†		Form of Indemnity Agreement by and between Infinity Resources Holdings Corp. and each of its directors and executive officers (11)
10.5†		Form of Performance Stock Unit Award Agreement (11)
10.5†		Form of Performance Stock Unit Award Agreement (12)
10.6†		2025 Performance Stock Unit Award Agreement (12)
10.6†		2025 Performance Stock Unit Award Agreement (13)
10.7†		2014 Employee Stock Purchase Plan (13)
10.7†		2014 Employee Stock Purchase Plan (14)
10.8†		2024 Employee Stock Purchase Plan (14)
10.8†		2024 Employee Stock Purchase Plan (15)
10.9†		Amended and Restated Severance and Change in Control Agreement, dated as of June 29, 2021 by and between Quest Resource Holding Corporation and S. Ray Hatch (15)
10.9†		Amended and Restated Severance and Change in Control Agreement, dated as of June 29, 2021 by and between Quest Resource Holding Corporation and S. Ray Hatch (16)
10.10†		Executive Agreement, dated as of February 15, 2017, by and between Quest Resource Holding Corporation and David P. Sweitzer (16)
10.10†		Executive Agreement, dated as of February 15, 2017, by and between Quest Resource Holding Corporation and David P. Sweitzer (17)
10.11†		Amendment to 2012 Incentive Compensation Plan (17)
10.11†		Amendment to 2012 Incentive Compensation Plan (18)
10.12†		2024 Incentive Compensation Plan (18)
10.12†		2024 Incentive Compensation Plan (19)
10.13†		Form of Quest Resource Holding Corporation Deferred Stock Unit Agreement (19)
10.13†		Form of Quest Resource Holding Corporation Deferred Stock Unit Agreement (20)
10.14		Loan, Security and Guaranty Agreement, dated August 5, 2020, by and among BBVA USA, Quest Resource Management Group, LLC, Landfill Diversion Innovations, L.L.C., Quest Resource Holding Corporation and Quest Sustainability Services, Inc. (20)
10.14		Loan, Security and Guaranty Agreement, dated August 5, 2020, by and among BBVA USA, Quest Resource Management Group, LLC, Landfill Diversion Innovations, L.L.C., Quest Resource Holding Corporation and Quest Sustainability Services, Inc. (21)
10.15		Credit Agreement, dated as of October 19, 2020, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are or may from time to time become parties thereto, the financial institutions that are or may from time to time become parties thereto, and Monroe Capital Management Advisors, LLC, as administrative agent for the lenders (21)
10.15		Credit Agreement, dated as of October 19, 2020, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are or many from time to time become parties thereto, the
10.16		Joinder and First Amendment to Loan, Security and Guaranty Agreement, dated as of October 19, 2020, by and among BBVA USA, Quest Resource Management Group, LLC, Landfill Diversion Innovations, L.L.C., Quest

		financial institutions that are or may from time to time become parties thereto, and Monroe Capital Management Advisors, LLC, as administrative agent for the lenders (22)
10.16		Joinder and First Amendment to Loan, Security and Guaranty Agreement, dated as of October 19, 2020, by and among BBVA USA, Quest Resource Management Group, LLC, Landfill Diversion Innovations, L.L.C., Quest Resource Holding Corporation, Quest Sustainability Services, Inc., Youchange, Inc., Quest Vertigent Corporation, Quest Vertigent One, LLC, and Global Alerts, LLC (23)
10.17		Joinder and Second Amendment to Loan, Security and Guaranty Agreement, dated as of December 7, 2021, by and among PNC Bank, National Association, Quest Resource Management Group, LLC, Landfill Diversion Innovations, L.L.C., Quest Resource Holding Corporation, Quest Sustainability Services, Inc., Youchange, Inc., Quest Vertigent Corporation, Quest Vertigent One, LLC, Global Alerts, LLC, RWS Facility Services, LLC and Sustainable Solutions Group, LLC (24)
10.18		Third Amendment to Loan, Security and Guaranty Agreement, dated as of December 2, 2022, by and among PNC Bank, National Association, Quest Resource Management Group, LLC, Landfill Diversion Innovations, L.L.C., RWS Facility Services, LLC, Sustainable Solutions Group, LLC, Quest Resource Holding Corporation, Quest Sustainability Services, Inc., Youchange, Inc., Quest Vertigent Corporation, Quest Vertigent One, LLC, Global Alerts, LLC and Sequoia Waste Management Solutions, LLC (25)
10.19		Fourth Amendment to Loan, Security and Guaranty Agreement, dated as of March 29, 2024, by and among PNC Bank, National Association, Quest Resource Management Group, LLC, Landfill Diversion Innovations, L.L.C., Quest Resource Holding Corporation, Quest Sustainability Services, Inc., Youchange, Inc., Quest Vertigent Corporation, Quest Vertigent One, LLC and Global Alerts, LLC. (26)
10.20		Fifth Amendment to Loan, Security and Guaranty Agreement, dated as of December 30, 2024, by and among PNC Bank, National Association, Quest Resource Management Group, LLC, Quest Equipment, LLC, Quest Resource Holding Corporation, Quest Sustainability Services, Inc., YouChange, Inc., Quest Vertigent Corporation, Quest Vertigent One, LLC and Global Alerts, LLC. (27)
10.21		First Amendment to Credit Agreement, dated September 3, 2021, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are or may from time to time become parties thereto, the financial institutions that are or may from time to time become parties thereto, and Monroe Capital Management Advisors, LLC as administrative agent for the lenders (28)
10.22		Second Amendment to Credit Agreement, dated December 1, 2021, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are or may from time to time become parties thereto, the financial institutions that are or may from time to time become parties thereto, and Monroe Capital Management Advisors, LLC as administrative agent for the lenders (29)
10.23		Third Amendment to Credit Agreement, dated December 7, 2021, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are or may from time to time become parties thereto, the financial institutions that are or may from time to time become parties thereto, and Monroe Capital Management Advisors, LLC as administrative agent for the lenders (30)
10.24		Fourth Amendment to Credit Agreement, dated December 2, 2022, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are or may from time to time become parties thereto, the financial institutions that are or may from time to time become parties thereto, and Monroe Capital Management Advisors, LLC, as administrative agent for the lenders (31)
10.25		Fifth Amendment to Credit Agreement, dated March 29, 2024, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are or may from time to time become parties thereto, the financial institutions that are or may from time to time become parties thereto, and Monroe Capital Management Advisors, LLC, as administrative agent for the lenders. (32)
10.26		Sixth Amendment to Credit Agreement, dated December 30, 2024, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are or may from time to time become parties thereto, the financial institutions that are or may from time to time become parties thereto, and Monroe Capital Management Advisors, LLC, as administrative agent for the lenders. (33)
10.27		Consideration Agreement, dated as of October 19, 2020, by and between Quest Resource Holding Corporation, Green Remedies Waste and Recycling, Inc. and Alan Allred. (34)

10.28		Intercreditor Agreement, dated as of October 19, 2020, by and between BBVA, USA and Monroe Capital Management Advisors, LLC (35)
		Resource Holding Corporation, Quest Sustainability Services, Inc., Youchange, Inc., Quest Vertigent Corporation, Quest Vertigent One, LLC, and Global Alerts, LLC (22)
10.29		First Amendment to Intercreditor Agreement, dated as of December 2, 2022, by and between PNC Bank, National Association and Monroe Capital Management Advisors, LLC (36)
10.17		Joinder and Second Amendment to Loan, Security and Guaranty Agreement, dated as of December 7, 2021, by and among PNC Bank, National Association, Quest Resource Management Group, LLC, Landfill Diversion Innovations, L.L.C., Quest Resource Holding Corporation, Quest Sustainability Services, Inc., Youchange, Inc., Quest Vertigent Corporation, Quest Vertigent One, LLC, Global Alerts, LLC, RWS Facility Services, LLC and Sustainable Solutions Group, LLC (23)
10.30		Second Amendment to Intercreditor Agreement, dated as of March 29, 2024, by and between PNC Bank, National Association and Monroe Capital Management Advisors, LLC. (37)
10.18		Third Amendment to Loan, Security and Guaranty Agreement, dated as of December 2, 2022, by and among PNC Bank, National Association, Quest Resource Management Group, LLC, Landfill Diversion Innovations, L.L.C., RWS Facility Services, LLC, Sustainable Solutions Group, LLC, Quest Resource Holding Corporation, Quest Sustainability Services, Inc., Youchange, Inc., Quest Vertigent Corporation, Quest Vertigent One, LLC, Global Alerts, LLC and Sequoia Waste Management Solutions, LLC (24)
10.31		Third Amendment to Intercreditor Agreement, dated as of December 30, 2024, by and between PNC Bank, National Association and Monroe Capital Management Advisors, LLC. (38)
10.19		Fourth Amendment to Loan, Security and Guaranty Agreement, dated as of March 29, 2024, by and among PNC Bank, National Association, Quest Resource Management Group, LLC, Landfill Diversion Innovations, L.L.C., Quest Resource Holding Corporation, Quest Sustainability Services, Inc., Youchange, Inc., Quest Vertigent Corporation, Quest Vertigent One, LLC and Global Alerts, LLC (25)
10.32		Letter Agreement, dated as of October 19, 2020, between Quest Resource Holding Corporation and the holders of the Warrants (39)
10.20		Fifth Amendment to Loan, Security and Guaranty Agreement, dated as of December 30, 2024, by and among PNC Bank, National Association, Quest Resource Management Group, LLC, Quest Equipment, LLC, Quest Resource Holding Corporation, Quest Sustainability Services, Inc., YouChange, Inc., Quest Vertigent Corporation, Quest Vertigent One, LLC and Global Alerts, LLC (26)
10.33†		Offer Letter, dated October 7, 2022, between Quest Resource Holding Corporation and Brett Johnston (40)
10.21		Sixth Amendment to Loan, Security and Guaranty Agreement, dated as of May 12, 2025, by and among PNC Bank, National Association, Quest Resource Management Group, LLC, Quest Equipment, LLC, Quest Resource Holding Corporation, Quest Sustainability Services, Inc., YouChange, Inc., Quest Vertigent Corporation, Quest Vertigent One, LLC and Global Alerts, LLC (27)
10.34		Letter Agreement, dated August 9, 2022, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are or may from time to time become parties thereto, the financial institutions that are or may from time to time become parties thereto, and Monroe Capital Management Advisors, LLC as administrative agent for the lenders (41)
10.22		First Amendment to Credit Agreement, dated September 3, 2021, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are or may from time to time become parties thereto, the financial institutions that are or may from time to time become parties thereto, and Monroe Capital Management Advisors, LLC as administrative agent for the lenders (28)
10.35†		Form of Quest Resource Holding Corporation Restricted Stock Unit Agreement (42)
10.23		Second Amendment to Credit Agreement, dated December 1, 2021, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are or may from time to time become parties thereto, the financial institutions that are or may from time to time become parties thereto, and Monroe Capital Management Advisors, LLC as administrative agent for the lenders (29)
10.36†		Severance and Change in Control Agreement, dated May 12, 2023, by and between Quest Resource Holding Corporationand Brett W. Johnston (43)
10.24		Third Amendment to Credit Agreement, dated December 7, 2021, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are or may from time to time become parties thereto, the financial institutions that are or may from time to time become parties thereto, and Monroe Capital Management Advisors, LLC as administrative agent for the lenders (30)
10.37†		Letter Agreement, dated March 10, 2025, by and between Quest Resource Holding Corporation and David P. Sweitzer (44)
10.25		Fourth Amendment to Credit Agreement, dated December 2, 2022, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are or may from time to time become parties thereto, the financial institutions that are or may from time to time become parties thereto, and Monroe Capital Management Advisors, LLC, as administrative agent for the lenders (31)
19.1		Insider Trading Policy (45)
10.26		Fifth Amendment to Credit Agreement, dated March 29, 2024, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are or may from time to time become parties thereto, the financial institutions that are or may from time to time become parties thereto, and Monroe Capital Management Advisors, LLC, as administrative agent for the lenders. (32)
21.1		List of Subsidiaries (46)
10.27		Sixth Amendment to Credit Agreement, dated December 30, 2024, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are or may from time to time become parties thereto, the financial institutions that are or may from time to time become parties thereto, and Monroe Capital Management Advisors, LLC, as administrative agent for the lenders (33)
23.1		Consent of Semple, Marchal and Cooper, LLP, independent registered public accounting firm
10.28		Seventh Amendment to Credit Agreement, dated May 12, 2025, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are or may from time to
24.1		Power of Attorney (included on the signature page of this Annual Report on Form 10-K)
31.1		Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1		Quest Resource Holding Corporation Dodd-Frank Clawback Policy (47)
101		Interactive Data Files formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2024 and 2023; (ii) Consolidated Statements of Operations for the years ended December 31, 2024 and 2023; (iii) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023; and (v) Notes to Consolidated Financial Statements
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2020.

Filed as Exhibit 3.1(b) to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2016.


		time become parties thereto, the financial institutions that are or may from time to time become parties thereto, and Monroe Capital Management Advisors, LLC, as administrative agent for the lenders (34)

10.29		Eighth Amendment to Credit Agreement, dated March 12, 2026, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are or may from time to time become parties thereto, the financial institutions that are or may from time to time become parties thereto, and Monroe Capital Management Advisors, LLC, as administrative agent for the lenders. (35)

10.30		Intercreditor Agreement, dated as of October 19, 2020, by and between BBVA, USA and Monroe Capital Management Advisors, LLC (36)

10.31		First Amendment to Intercreditor Agreement, dated as of December 2, 2022, by and between PNC Bank, National Association and Monroe Capital Management Advisors, LLC (37)

10.32		Second Amendment to Intercreditor Agreement, dated as of March 29, 2024, by and between PNC Bank, National Association and Monroe Capital Management Advisors, LLC (38)

10.33		Third Amendment to Intercreditor Agreement, dated as of December 30, 2024, by and between PNC Bank, National Association and Monroe Capital Management Advisors, LLC (39)

10.34		Fourth Amendment to Intercreditor Agreement, dated as of May 12, 2025, by and between PNC Bank, National Association and Monroe Capital Management Advisors, LLC (40)

10.35		Letter Agreement, dated as of October 19, 2020, between Quest Resource Holding Corporation and the holders of the Warrants (41)

10.36†		Offer Letter, dated October 7, 2022, between Quest Resource Holding Corporation and Brett Johnston (42)

10.37		Letter Agreement, dated August 9, 2022, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are or may from time to time become parties thereto, the financial institutions that are or may from time to time become parties thereto, and Monroe Capital Management Advisors, LLC as administrative agent for the lenders (43)

10.38†		Form of Quest Resource Holding Corporation Restricted Stock Unit Agreement (44)

10.39†		Severance and Change in Control Agreement, dated May 12, 2023, by and between Quest Resource Holding Corporation and Brett W. Johnston (45)

10.40†		Letter Agreement, dated March 10, 2025, by and between Quest Resource Holding Corporation and David P. Sweitzer (46)

10.41		Cooperation Agreement, dated May 7, 2025, by and among Quest Resource Holding Corporation and the persons and entities listed on Exhibit A thereto (47)

10.42		Asset Purchase Agreement, dated as of March 31, 2025, by and between Quest Resource Management Group, LLC and Lincoln Waste Solutions, LLC (48)

10.43		Amendment, Consent and Partial Release Agreement, dated March 31, 2025, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are parties thereto as borrowers, the lenders party thereto and Monroe Capital Management Advisors, LLC (49)

10.44		Amendment, Consent and Partial Release Agreement, dated March 31, 2025, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are parties thereto as guarantors, the lenders party thereto and PNC Bank, N.A. (50)

10.45		Mutual Separation Agreement and Release, dated March 11, 2025, by and between Quest Resource Holding Corporation and S. Ray Hatch (51)

10.46		Offer Letter, dated March 11, 2025, by and between Quest Resource Holding Corporation and Perry W. Moss (52)

10.47		Severance and Change in Control Agreement, dated March 12, 2025, by and between Quest Resource Holding Corporation and Perry W. Moss (53)

10.48		Mutual Separation Agreement and Release, dated October 22, 2025, by and between Quest Resource Holding Corporation and David Sweitzer (54)



10.49†		2024 Incentive Compensation Plan Form of Non-Qualified Stock Option Agreement (55)

10.50†		2024 Incentive Compensation Plan Form of Incentive Stock Option Agreement (56)

10.51†		2024 Incentive Compensation Plan Form of Deferred Stock Unit Agreement (57)

10.52†		2024 Incentive Compensation Plan Form of Restricted Stock Unit Agreement (58)

10.53†		2024 Incentive Compensation Plan Form of Employee Deferred Stock Unit Agreement (59)

10.54†		Loan and Security Agreement, dated as of March 12, 2026, by and among Texas Capital Bank, Quest Resource Management Group, LLC, Quest Equipment, LLC, Quest Resource Holding Corporation, Quest Sustainability Services, Inc., YouChange, Inc., Quest Vertigent Corporation, Quest Vertigent One, LLC and Global Alerts, LLC. (60)

19.1		Insider Trading Policy (61)

21.1		List of Subsidiaries (62)

23.1		Consent of Semple, Marchal and Cooper, LLP, independent registered public accounting firm

24.1		Power of Attorney (included on the signature page of this Annual Report on Form 10-K)

31.1		Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1		Quest Resource Holding Corporation Dodd-Frank Clawback Policy (63)

101		Interactive Data Files formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2025 and 2024; (ii) Consolidated Statements of Operations for the years ended December 31, 2025 and 2024; (iii) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024; and (v) Notes to Consolidated Financial Statements

104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

(1)

Filed as Exhibit 3.1(b) to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2016.

(2)

Filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2024.

(3)

Filed ~~herewith~~as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

(4)

Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2020.

Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2020.

(5)

Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2026.

(6)

Filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2020.

(7)

Filed as Exhibit 10 to the Registrant’s Statement on Form S-8 filed with the Securities and Exchange Commission on July 13, 2018.

(8)

Filed as Exhibit 10.5(f) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

(9)

Filed as Exhibit 10.5(g) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

(10)

Filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 23, 2012.

(11)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2024.

(12)

Filed ~~herewith~~as Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

(13)

Filed as Exhibit 10.21 to the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 14, 2014.

(14)

Filed as Annex B to the Registrant’s Proxy Statement on Form DEF 14A filed with the Securities and Exchange Commission on June 5, 2024.

(15)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2021.

(16)

Filed as Exhibit 10.24 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 17, 2017.

(17)

Filed as Exhibit 10.27 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2019.

(18)

Filed as Annex A to the Registrant’s Proxy Statement on Form DEF 14A filed with the Securities and Exchange Commission on June 5, 2024.

(19)

Filed as Exhibit 99 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 6, 2019.

(20)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 2020.

(21)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2020.

(22)

Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2020.

(23)

Filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2021.

(24)

Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2022.

(25)

Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 2, 2024.

(26)

Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 2024.

(27)

Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2025.

(28)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2021.

(29)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2021.

(30)

Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2021.

(31)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2022.

(32)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 2, 2024.

(33)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 2024.

~~Filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2020.~~48

(34)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2025.

(35)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2026.

(36)

Filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2020.

(37)

Filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2022.

(38)

Filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 2, 2024.

(39)

Filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 2024.

(40)

Filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2025.

(41)

Filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2020.

(42)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 12, 2022.

(43)

Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2022.

(44)

Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023.

(45)

Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2023.

(46)

Filed as Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

(47)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2025.

(48)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2025.

(49)

Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2025.

(50)

Filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2025.

(51)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2025.

(52)

Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2025.

(53)

Filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2025.

(54)

Filed herewith.

(55)

Filed as Exhibit 99.2 to the Registrant’s Form S-8 filed with the Securities and Exchange Commission on August 8, 2024.

(56)

Filed as Exhibit 99.3 to the Registrant’s Form S-8 filed with the Securities and Exchange Commission on August 8, 2024.

(57)

Filed as Exhibit 99.4 to the Registrant’s Form S-8 filed with the Securities and Exchange Commission on August 8, 2024.

(58)

Filed as Exhibit 99.5 to the Registrant’s Form S-8 filed with the Securities and Exchange Commission on August 8, 2024.

(59)

Filed herewith.

(60)

Filed ~~herewith~~as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2026.

(61)

Filed as Exhibit 9719.1 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 12, ~~2024~~2025.

(62)

Filed as Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2025.

(63)

Filed as Exhibit 97 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2024.

† Indicates management contract or compensatory plan or arrangement.

ITEM 16. FORM 10-K SUMMARY

None

4750

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	QUEST RESOURCE HOLDING CORPORATION
Dated: March 12, 2025	By:	/s/ S. Ray Hatch
Dated: March 12, 2026	By:	/s/ Perry W. Moss
		S. Ray Hatch
		Perry W. Moss
		President and Chief Executive Officer
	QUEST RESOURCE HOLDING CORPORATION
Dated: March 12, 2025	By:	/s/ Brett W. Johnston
Dated: March 12, 2026	By:	/s/ Brett W. Johnston
		Brett W. Johnston
		Senior Vice President and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints SPerry W. ~~Ray~~Moss ~~Hatch~~ and Brett W. Johnston, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing required and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ S. Ray Hatch	President and Chief Executive Officer (Principal Executive Officer) and Director	March 12, 2025
/s/ Perry W. Moss	President and Chief Executive Officer (Principal Executive Officer)	March 12, 2026
S. Ray Hatch
Perry W. Moss
/s/ Brett W. Johnston	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	March 12, ~~2025~~2026
Brett W. Johnston
/s/ Daniel M. Friedberg	Chairman of the Board of Directors	March 12, ~~2025~~2026
Daniel M. Friedberg
/s/ Glenn A. Culpepper	Director	March 12, ~~2025~~2026
Glenn A. Culpepper
/s/ Audrey P. Dunning	Director	March 12, ~~2025~~2026
Audrey P. Dunning
/s/ Stephen A. Nolan	Director	March 12, 2025
/s/ Robert J. Lipstein	Director	March 12, 2026
Robert J. Lipstein
/s/ Stephen A. Nolan	Director	March 12, 2026
Stephen A. Nolan
/s/ Sarah R. Tomolonius	Director	March 12, ~~2025~~2026
Sarah R. Tomolonius

4851

INDEX TO

CONSOLIDATED FINANCIAL STATEMENTS

QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES

	Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 178)	F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023	F-6
Consolidated Balance Sheets as of December 31, 2025 and 2024	F-3
Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023	F-7
Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024	F-4
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024 and 2023	F-8
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023	F-9
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024	F-6
Notes to the Consolidated Financial Statements	F-107

F-1

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders of

Quest Resource Holding Corporation and Subsidiaries

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Quest Resource Holding Corporation (the “Company”) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated March 12, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

~~The~~Critical ~~critical~~ audit ~~matter~~matters ~~communicated~~are ~~below~~matters ~~is a matter~~ arising from the current period audit of the consolidated financial statements that ~~was~~were communicated or required to be communicated to the audit committee and that: (1) ~~relates~~relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. ~~The~~We ~~communication~~determined ofthat ~~the~~there ~~critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we~~ are ~~not,~~no ~~by communicating the~~ critical audit ~~matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates~~matters.

     Certified Public Accountants
 
We have served as the Company’s auditor since 2010.
 
Phoenix, Arizona
March 12, 2026

F-2

	Goodwill
Description of the Matter	As described in Note 5 to the consolidated financial statements, the Company has $81.1 million of goodwill as of December 31, 2024, and the Company has determined that there has been no impairment.We identified the Company’s carrying value of goodwill as a critical audit matter because subjective auditor judgment was required in performing procedures over certain assumptions used to estimate the fair value of the Company, in order to support the carrying value of the goodwill. Those assumptions included the Company’s market capitalization, as well as its current EBITDA and projections for future periods. The evaluation of these assumptions was challenging due to the subjective nature of the assumptions. Additionally, differences in judgment used to determine these assumptions could have a significant effect on the estimated carrying value of goodwill. These assumptions are forward-looking and could be affected by future economic and market conditions.
How We Addressed the Matter in Our Audit	The primary procedures we performed to address this critical audit matter included the following. We reviewed management’s analysis of indicators of impairment as of December 31, 2024 in consideration of the current operating loss, as well as EBITDA calculations and projections for future periods. We considered the Company’s historic trends and the industry outlook. We reviewed the Company’s market capitalization in comparison to the carrying value of net assets, noting market capitalization exceeded net asset carrying value.

Certified Public Accountants We have served as the Company’s auditor since 2010. Phoenix, ArizonaMarch 12, 2025

F-3

Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors of

Quest Resource Holding Corporation and Subsidiaries

Opinion on Internal Control over Financial Reporting

We have audited Quest Resource Holding Corporation’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, Quest Resource Holding Corporation (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes and our report dated March 12, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of

F-4

unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Certified Public Accountants

Phoenix, Arizona

March 12, 2025

F-5

QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Par Value Amounts)

	December 31,
	2024			2023
	2025			2024
ASSETS
Current assets:
Cash and cash equivalents	$	~~396~~1,014		$	~~324~~396
Accounts receivable, less allowance for doubtful accounts of $831 and $1,582 as of December 31, 2024 and 2023, respectively		62,252			58,147
Accounts receivable, less allowance for doubtful accounts of $780 and $831 as of December 31, 2025 and 2024, respectively		49,010			62,252
Prepaid expenses and other current assets		21,~~601~~174			2,~~142~~601
Assets held for sale		~~9,890~~—			—9,890
Total current assets		7551,~~139~~198			6075,~~613~~139
Goodwill		81,065			8581,~~828~~065
Intangible assets, net		127,~~946~~650			2612,~~052~~946
Property and equipment, net, and other assets		65,~~495~~638			46,~~626~~495
Total assets	$	~~175~~145,~~645~~551		$	~~177~~175,~~119~~645
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	3938,~~899~~384		$	4139,~~296~~899
Other current liabilities		~~1,001~~128			21,~~470~~001
Current portion of notes payable		1,~~651~~015			1,~~159~~651
Liabilities held for sale		~~1,840~~—			—1,840
Total current liabilities		4439,~~391~~527			44,~~925~~391
Notes payable, net		7663,~~265~~999			6476,~~638~~265
Other long-term liabilities		~~833~~1,513			~~1,275~~833
Total liabilities		~~121~~105,~~489~~039			~~110~~121,~~838~~489
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000 shares authorized, no shares issued or outstanding as of December 31, 2024 and 2023		—			—
Preferred stock, $0.001 par value, 10,000 shares authorized, no shares issued or outstanding as of December 31, 2025 and 2024		—			—
Common stock, $0.001 par value, 200,000 shares authorized, 20,606 and 20,161 shares issued and outstanding as of December 31, 2024 and 2023, respectively		21			20
Common stock, $0.001 par value, 200,000 shares authorized, 20,960 and 20,606 shares issued and outstanding as of December 31, 2025 and 2024, respectively		21			21
Additional paid-in capital		~~179~~180,~~246~~984			~~176~~179,~~309~~246
Accumulated deficit		(~~125~~140,~~111~~493	)		(~~110~~125,~~048~~111	)
Total stockholders’ equity		5440,~~156~~512			6654,~~281~~156
Total liabilities and stockholders’ equity	$	~~175~~145,~~645~~551		$	~~177~~175,~~119~~645

The accompanying notes are an integral part of these consolidated financial statements.

F-63

QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except per Share Amounts)

	Years Ended December 31,
	2024			2023
	2025			2024
Revenue	$	~~288~~250,~~532~~217		$	288,~~378~~532
Cost of revenue		~~238~~207,~~537~~673			238,~~313~~537
Gross profit		4942,~~995~~544			5049,~~065~~995
Operating expenses:
Selling, general, and administrative		3937,~~543~~634			3739,~~669~~543
Depreciation and amortization		95,~~401~~276			9,~~571~~401
Impairment loss		5,511			—
Loss on sale of assets, net		4,084			—
Total operating expenses		54,455			47,240
Impairment loss		1,707			5,511
Operating income (loss)		(4,460	)		2,825
Total operating expenses		48,701			54,455
Interest expense		(10,312	)		(9,729	)
Operating loss		(6,157	)		(4,460	)
Loss before taxes		(14,772	)		(6,904	)
Interest expense		(9,209	)		(10,312	)
Income tax expense		291			387
Loss before taxes		(15,366	)		(14,772	)
Net loss	$	(15,063	)	$	(7,291	)
Income tax expense		16			291
Net loss	$	(15,382	)	$	(15,063	)
Net loss per share applicable to common shareholders
Basic	$	(0.73	)	$	(0.3673	)
Diluted	$	(0.73	)	$	(0.3673	)
Weighted average number of common shares outstanding
Basic		20,~~617~~998			20,~~123~~617
Diluted		20,~~617~~998			20,~~123~~617

The accompanying notes are an integral part of these consolidated financial statements.

F-74

QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In Thousands)

												Total
	Common Stock					Additional			Accumulated			Stockholders’
	Shares			Par Value		Paid-in Capital			Deficit			Equity
Balance, December 31, 2022		19,696		$	20	$	173,876		$	(102,757	)	$	71,139
Balance, December 31, 2023		20,161		$	20	$	176,309		$	(110,048	)	$	66,281
Stock-based compensation		—			—		1,312			—			1,312
Shares issued for Employee Stock Purchase Plan options		47			—		224			—			224
Stock option exercises		418			—		897			—			897
Net loss		—			—		—			(7,291	)		(7,291	)
Balance, December 31, 2023		20,161			20		176,309			(110,048	)		66,281
Stock-based compensation		—			—		1,563			—			1,563
Shares issued for Employee Stock Purchase Plan options		43			—		260			—			260
Shares issued for Employee Stock Purchase Plan		43			—		260			—			260
Stock option exercises		325			1		1,114			—			1,115
Release of restricted and deferred stock units		77			—		—			—			—
Net loss		—			—		—			(15,063	)		(15,063	)
Balance, December 31, 2024		20,606		$	21	$	179,246		$	(125,111	)	$	54,156
Stock-based compensation		—			—		1,578			—			1,578
Shares issued for Employee Stock Purchase Plan		97			—		151			—			151
Stock option exercises		38			—		49			—			49
Release of restricted and deferred stock units		239			—		—			—			—
Tax withholdings related to net stock settlements		(20	)		—		(40	)		—			(40	)
Net loss		—			—		—			(15,382	)		(15,382	)
Balance, December 31, 2025		20,960		$	21	$	180,984		$	(140,493	)	$	40,512

The accompanying notes are an integral part of these consolidated financial statements.

F-85

QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

	Years Ended December 31,
	2024			2023
	2025			2024
Cash flows from operating activities:
Net loss	$	(15,~~063~~382	)	$	(715,~~291~~063	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		~~1,033~~905			~~806~~1,033
Amortization of intangibles		95,~~239~~146			9,~~143~~239
Amortization of debt issuance costs and discounts		~~1,077~~782			1,~~167~~077
Provision for doubtful accounts		1,~~913~~029			1,~~747~~913
Stock-based compensation		1,~~563~~617			1,~~312~~563
Impairment loss		5,511			—
Loss on sale of assets, net		4,084			—
Impairment loss		1,707			5,511
Changes in operating assets and liabilities:
Accounts receivable		(912,~~754~~762	)		(139,~~712~~754	)
Prepaid expenses and other current assets		~~(459~~1,175	)		~~168~~(459	)
Security deposits and other assets		~~(58~~69	)		~~194~~(58	)
Accounts payable and accrued liabilities		~~383~~(3,465	)		~~7,280~~383
Other liabilities		(~~1,470~~872	)		(21,~~176~~470	)
Net cash used in operating activities		(6,085	)		(1,362	)
Net cash provided by (used in) operating activities		9,557			(6,085	)
Cash flows from investing activities:
Purchase of property and equipment		(~~4,683~~251	)		(~~259~~4,683	)
Purchase of intangible assets		(1,~~287~~304	)		(1,~~638~~287	)
Net cash used in investing activities		(5,970	)		(1,897	)
Proceeds from sale of assets		6,140			—
Net cash provided by (used in) investing activities		4,585			(5,970	)
Cash flows from financing activities:
Proceeds from credit facilities		~~107~~99,~~524~~491			91107,~~418~~524
Repayments of credit facilities		(97106,~~660~~961	)		(9097,~~411~~660	)
Proceeds from long-term debt		~~2,873~~390			—2,873
Repayments of long-term debt		(16,~~303~~098	)		(81,~~109~~303	)
Debt issuance costs		(~~682~~506	)		—(682	)
Proceeds from stock option exercises		~~1,115~~49			~~897~~1,115
Proceeds from shares issued for Employee Stock Purchase Plan		260			224
Tax payments for net share settlements		(40	)		—
Net cash provided by (used in) financing activities		12,127			(5,981	)
Proceeds from shares issued for Employee Stock Purchase Plan		151			260
Net increase (decrease) in cash and cash equivalents		72			(9,240	)
Net cash provided by (used in) financing activities		(13,524	)		12,127
Cash and cash equivalents at beginning of period		324			9,564
Net increase in cash and cash equivalents		618			72
Cash and cash equivalents at end of period	$	396		$	324
Cash and cash equivalents at beginning of period		396			324
Cash and cash equivalents at end of period	$	1,014		$	396

The accompanying notes are an integral part of these consolidated financial statements.

F-96

QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

1. The Company and Description of Business

The accompanying consolidated financial statements include the accounts of Quest Resource Holding Corporation (“QRHC”), a Nevada corporation, and its subsidiaries, Quest Resource Management Group, LLC (“Quest”), Quest Equipment, LLC (“QE”), ~~formerly known as Landfill Diversion Innovations, LLC,~~ Youchange, Inc. (“Youchange”), Quest Vertigent Corporation (“QVC”), Quest Vertigent One, LLC (“QV One”), ~~and~~ Quest Sustainability Services, Inc. (“QSS”) and Global Alerts, LLC (“Global Alerts”) (collectively, “we,” “us,” or “our company”).

We are a national provider of waste and recycling management services to customers from across multiple industry sectors that are typically larger, multi-location businesses. We create customer-specific programs and perform the related services for the collection, processing, recycling, disposal, and tracking of waste streams and recyclables~~. In~~ ~~addition,~~to wemaximize ~~offer~~resource ~~products~~utilization. ~~such~~Our asprograms ~~antifreeze~~ and ~~windshield~~services ~~washer~~also ~~fluid,~~enable ~~dumpster~~our ~~and~~customers ~~compacting~~to ~~equipment,~~address ~~and~~their ~~other~~business ~~minor~~sustainability ~~ancillary~~and ~~services. We~~Environmental, ~~also~~Social ~~provide information~~ and ~~data~~Governance ~~that~~goals ~~tracks~~ and ~~reports~~responsibilities, ~~the~~while ~~detailed~~also ~~transactional~~receiving ~~and~~optimized ~~environmental~~operation ~~results~~efficiencies ~~of our services~~ and ~~provides~~lower ~~actionable data to improve business operations~~costs. ~~The~~ ~~data~~In addition, we ~~generate~~offer ~~also~~products ~~enables~~such ~~our~~as ~~customers~~antifreeze toand ~~address~~windshield ~~their~~washer ~~environmental~~fluid, ~~and~~dumpster ~~sustainability goals~~ and ~~responsibilities. Our~~compacting ~~principal office is located in The Colony~~equipment, ~~Texas~~and ~~within~~other ~~the~~minor ~~Dallas~~ancillary ~~metroplex~~services.

Our principal office is located in Irving, Texas within the Dallas metroplex.

2. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements include the operating activity of QRHC and its subsidiaries for the years ended December 31, ~~2024~~2025 and ~~2023~~2024. All significant intercompany accounts and transactions have been eliminated in consolidation.

Accounting Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates.

We use estimates when accounting for the carrying amounts of accounts receivable, goodwill and other intangible assets, deferred taxes, ~~and the fair value of~~ assets ~~and liabilities acquired in business acquisitions, assets~~ held for sale, and stock-based compensation expense, all of which are discussed in their respective notes to the consolidated financial statements.

Segment Information

Our chief operating decision maker (“CODM”), the President and Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Accordingly, our CODM uses consolidated net income (loss) to measure segment profit or loss, allocate resources and assess performance. Further, the CODM reviews and utilizes functional expenses (cost of revenue, selling, general and administrative) at the consolidated level to manage our operations. Other segment items included in consolidated net income (loss) are interest expense and income tax expense, which are reflected in the consolidated statements of operations. For expenses incurred during the years ended December 31, ~~2024~~2025 and ~~2023~~2024, refer to our Consolidated Statements of Operations.

Revenue Recognition

We recognize revenue as services are performed or products are delivered. ~~For~~ ~~example, we recognize revenue as waste and recyclable material are collected or when products are delivered.~~ We recognize revenue net of any contracted pricing discounts or rebate arrangements. Revenue from our equipment leases, which are classified as operating leases, is based on a fixed amount and recognized over the term of the lease.

We generally recognize revenue for the gross amount of consideration received as we are generally the primary obligor (or principal) in our contracts with customers as we hold complete responsibility to the customer for contract fulfillment. In situations in which we are not primarily obligated, wenor do ~~not~~we have credit risk, or we ~~determine amounts earned using fixed percentage payment schedules, we~~ record the revenue net of certain cost amounts. We record amounts collected from customers for sales tax on a net basis.

Cash and Cash Equivalents

We consider all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents.

Accounts Receivable

Our receivables, which are recorded when ~~billed~~services are performed or when services are ~~performed~~billed in advance, are claims against third parties that will generally be settled in cash. The carrying value of our receivables, net of the allowance for doubtful accounts, represents the estimated net realizable value. We estimate our allowance for doubtful accounts based on consideration of a number of

F-107

~~realizable value. We estimate our allowance for doubtful accounts based on consideration of a number of~~ factors, including the length of time trade accounts are past due, our previous loss history, the creditworthiness of individual customers, economic conditions affecting specific customer industries, and economic conditions in general. We write off past-due receivable balances after all reasonable collection efforts have been exhausted. We credit payments subsequently received on such receivables to ~~bad~~the ~~debt~~allowance ~~expense~~for doubtful accounts in the period we receive the payment.

As of December 31, ~~2024~~2025 and ~~2023~~2024, we had established an allowance of $~~0.8~~780 ~~million~~thousand and $~~1.6~~831 ~~million~~thousand, respectively, for potentially uncollectible accounts receivable. We record delinquent finance charges on outstanding accounts receivable only if they are collected.

The changes in our allowance for doubtful accounts for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, were as follows (in thousands):

	Years ended December 31,
	2024			2023
	2025			2024
Beginning balance	$	~~1,582~~831		$	21,~~176~~582
Bad debt expense		1,~~913~~029			1,~~747~~913
Uncollectible accounts written off, net		(~~949~~1,080	)		(~~2,341~~949	)
Transfer to assets held for sale		~~(1,715~~—	)		—(1,715	)
Ending balance	$	~~831~~780		$	~~1,582~~831

Fair Value Measurements

Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements, defines fair value as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Topic 820 also specifies a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities;

Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3: Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimate of assumptions that market participants would use in pricing the asset or liability.

Held for Sale

Assets and liabilities to be disposed of by sale (“disposal groups”) are reclassified into assets and liabilities held for sale on our consolidated balance sheets. The reclassification occurs when all the held for sale criteria have been met. Disposal groups are measured at the lower of carrying value or fair value less costs to sell. Assets held for sale are not depreciated or amortized. We assess the recoverability of disposal groups each reporting period they remain classified as held for sale. We At December 31, 2024, we recognized an impairment charge to the carrying value of a disposal group deemed held for sale. atThe ~~December~~sale ~~31,~~was ~~2024~~completed in the first quarter of 2025. See Note 3, ~~Assets~~Sale ~~and~~of ~~Liabilities~~Assets ~~Held~~ for ~~Sale for~~ further discussion.

Property and Equipment

We record property and equipment at cost and depreciate the assets using the straight-line method over the estimated useful lives of the assets. We amortize leasehold improvements over the shorter of the estimated useful life or the remaining term of the related leases. We charge expenditures for repairs and maintenance to operations as incurred; we capitalize renewals and betterments when they extend the useful life of the asset. We record gains and losses on the disposition of property and equipment in the period incurred.

The useful lives of property and equipment for purposes of computing depreciation are as follows:

Computer equipment		3 to 5 years
Office furniture and fixtures		5 to 7 years
Machinery and equipment		5 to 1520 years
Leasehold improvements		5 to 7 years

F-8

Impairment of Long-Lived Assets

We analyze long-lived assets, including property and equipment and finite-lived intangible assets, which are held and used in our operations, for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We review the amortization method and estimated period of useful life at least at each balance sheet date. We record the effects of any revision to operations when the change arises. We recognize impairment when the estimated undiscounted cash flow generated by those assets is less than the carrying amounts of such assets. The amount of impairment is the excess of the carrying amount over the fair value of such assets. We recognized an impairment charge to the carrying value of our customer relationship intangible asset balance during the year ended December 31, 2025. See Note 5, Goodwill and Other Intangible Assets for further discussion.

F-11

those assets is less than the carrying amounts of such assets. The amount of impairment is the excess of the carrying amount over the fair value of such assets.

Goodwill

We record as goodwill the excess of the consideration transferred over the fair value of the net identifiable assets acquired. We do not amortize goodwill; however, annually, or whenever there is an indication that goodwill may be impaired, we evaluate qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Our test of goodwill impairment includes assessing qualitative factors and the use of judgment in evaluating economic conditions, industry and market conditions, cost factors, and entity-specific events, such as market capitalization as compared to our book value. We performed our 2025 annual goodwill impairment analysis in the ~~third~~second quarter of ~~2024~~2025 ~~with~~and no impairment recorded. In addition, we reevaluated goodwill in the fourth quarter of 2024, when management identified a disposal group designated as held for sale and assigned $5.2 million of goodwill to the disposal group (see Note 3, Assets and Liabilities Held for Sale). The remaining goodwill of $81.1 million was ~~assessed for impairment with no impairment~~ recorded.

Net Income (Loss) per Share

We compute basic net income (loss) per share using the weighted average number of shares of common stock outstanding plus the number of common stock equivalents for Deferred Stock Units (“DSUs”), during the period. We compute diluted net income (loss) per share using the weighted average number of shares of common stock outstanding during the period, adjusted for the dilutive effect of common stock equivalents. Dilutive potential common shares consist of the incremental common shares issuable upon the exercise of outstanding stock options and warrants. Dilutive potential securities are excluded from the computation of earnings per share if their effect is ~~antidilutive~~anti-dilutive. The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method.

Concentrations

Financial instruments that potentially subject us to credit risk consist principally of cash, cash equivalents, and trade accounts receivable. We deposit our cash with commercial banks. Cash deposits at commercial banks are at risk to the extent that the balances exceed the Federal Deposit Insurance Corporation insured level per institution. The bank cash balances on deposit may periodically exceed federally insured limits,; however, we have never experienced any losses related to these balances.

We sell our services and products primarily to customers without requiring collateral; however, we routinely assess the financial condition of our customers and maintain allowances for anticipated losses. From year to year, the customers that exceed 10% of our annual revenue, if any, may change. The following table discloses the number of customers that accounted for more than 10% of our annual revenue and ~~their~~the related receivable balances as of and for the years ended December 31, ~~2024~~2025 and ~~2023~~2024:

	Customers Exceeding 10%of Revenue
	Customers Exceeding 10% of Revenue
Year	Number ofCustomers		~~RevenueCombined~~Percentage ~~Percent~~of Revenue			~~Accounts~~Percentage ~~ReceivableCombined~~ofAccounts ~~Percent~~Receivable
2025		1		23	%		21	%
2024		1		27	%		28	%
2023		2		29	%		18	%

We believe we have no significant credit risk in excess of recorded reserves.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and current and long-term operating lease liabilities on our consolidated balance sheets. We currently do not have any material finance lease arrangements.

Operating lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate in effect at the commencement date of the lease in determining the present value of future payments.

When we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and if it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Leases with a term of 12 months or less at lease inception are not recorded on the balance sheet.

F-129

Income Taxes

We recognize deferred tax assets and liabilities for the future tax consequences of temporary differences between the book and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. We establish valuation allowances to reduce a deferred tax asset to the amount expected to be realized. We assess our ability to realize deferred tax assets based on current earnings performance and on projections of future taxable income in the relevant tax jurisdictions. These projections do not include taxable income from the reversal of deferred tax liabilities and do not reflect a general growth assumption but do consider known or pending events, such as the passage of legislation. We review our estimates of future taxable income annually.

If we are required to pay interest on the underpayment of income taxes, we recognize interest expense in the first period the interest becomes due according to the provisions of the relevant tax law.

If we are subject to payment of penalties, we recognize an expense for the amount of the statutory penalty in the period when the position is taken on the income tax return. If we did not recognize the penalty in the period when the position was initially taken, we recognize the expense in the period when we change our judgment about meeting minimum statutory thresholds related to the initial position taken.

Advertising

We charge our advertising costs to expense when incurred. During the years ended December 31, ~~2024~~2025 and ~~2023~~2024, advertising expense totaled $~~115~~69 thousand and $40115 thousand, respectively.

Stock-Based Compensation

We measure all share-based payments, including grants of options to purchase common stock, ~~and~~ the issuance of DSUs and restricted stock units (“RSUs”) to employees and ~~board~~non-employee ~~members~~directors, and the issuance of performance stock units (“PSUs”) to employees, using a fair value-based method, in accordance with ASC Topic 718, Stock Compensation. All share-based awards have been classified as equity instruments, and we recognize the vesting of the awards ratably over their respective terms. See Note 13, Stockholders’ Equity for a description of our share-based compensation plan and information related to awards granted under our incentive compensation plans.

We estimate the fair value of stock options using the Black-Scholes~~-Merton~~ valuation model. Significant assumptions used in the calculation are as follows:

•

We determine the expected life based on a weighted average of historical grants taking into account the vesting period of awards, time until exercise and expiration dates;

•

We measure the expected volatility using the historical changes in the market price of our common stock;

•

We use the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards to approximate the risk-free interest rate; and

•

We recognize the effects of forfeitures in compensation cost when they occur.

Deferred Stock Units

Non-employee directors can elect to receive all or a portion of their annual retainers in the form of DSUs. The DSUs are recognized at their fair value on the date of grant and are fully vested upon issuance. Director fees deferred into stock units are calculated and expensed each month by taking fees earned during the month and dividing by the closing price of our common stock on the last trading day of the month, rounded down to the nearest whole share. In addition, certain executive compensation expense is also granted in the form of DSUs. Each DSU represents the right to receive one share of our common stock following the completion of a grantee’s service.

F-10

Restricted Stock Units

Performance Stock Units

Beginning in 2024, certain employees were granted ~~performance stock units (“~~PSUs”) under our incentive compensation plan. Performance criteria for PSU awards are determined at the time of the grant and are generally earned over a three-year period, at which time any earned shares would be fully vested. PSUs currently outstanding may vest in a range between 0% and 200%, ~~based~~depending ~~upon~~on ~~certain~~the ~~performance~~terms ~~criteria~~of inthe aaward ~~three-year period~~agreement. The PSUs are recognized at their fair value on the date of grant, and compensation expense is based on the probable issuance of units at the end of the performance period.

Business Combinations

Our business acquisitions are accounted for in accordance with ASC Topic 805, Business Combinations. In purchase accounting, identifiable assets acquired and liabilities assumed are recognized at their estimated fair values at the acquisition date, and any remaining purchase price is recorded as goodwill. In determining the fair values of assets acquired and liabilities assumed, we make significant estimates and assumptions, particularly with respect to long-lived tangible and intangible assets. Critical estimates used in valuing tangible and intangible assets include, but are not limited to, future expected cash flows, discount rates, market prices and asset lives.

F-13

remaining purchase price is recorded as goodwill. In determining the fair values of assets acquired and liabilities assumed, we make significant estimates and assumptions, particularly with respect to long-lived tangible and intangible assets. Critical estimates used in valuing tangible and intangible assets include, but are not limited to, future expected cash flows, discount rates, market prices and asset lives.

Our consolidated financial statements include the results of operations from the date of such acquisition.

We expense all acquisition-related costs as incurred in selling, general and administrative expenses in the consolidated statements of operations.

Recent Accounting Pronouncements

Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires incremental disclosures related to reportable segments, including significant segment expense categories and amounts for each reportable segment. Entities with a single reportable segment are required to provide the new disclosures required under ASC 280. We adopted ASU 2023-07 during the year ended December 31, 2024, on a retrospective basis by including the additional required disclosures. Refer to Segment Information in this note for more information.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires entities to provide additional disclosure related to the transparency and decision usefulness of income tax disclosures, including additional disclosure around the rate reconciliation and income taxes paid. We adopted ASU 2023-09 during the year ended December 31, 2025 on a retrospective basis. This guidance is only related to disclosures and did not have a significant impact on our consolidated financial statements.

Pending Adoption

In ~~December~~November ~~2023~~2024, the FASB issued ASU ~~2023~~No. 2024-0903, Disaggregation of Income ~~Taxes~~Statement Expenses (~~Topic~~Subtopic ~~740~~220-40)~~: Improvements~~. toThe ~~Income~~ASU ~~Tax~~requires ~~Disclosures,~~the ~~which~~disaggregated ~~requires~~disclosure ~~entities~~of tospecific ~~provide~~expense ~~additional~~categories, ~~disclosure~~including ~~related~~employee tocompensation, ~~the~~depreciation, ~~transparency~~ and ~~decision~~amortization, ~~usefulness~~within ofrelevant income ~~tax~~statement ~~disclosures,~~captions. ~~including~~This ~~additional~~ASU also requires disclosure ~~around~~of the ~~rate~~total ~~reconciliation~~amount ~~and~~of ~~income~~selling ~~taxes~~expenses ~~paid~~along with the definition of selling expenses. The ~~authoritative~~ASU ~~guidance~~is ~~should~~effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively ~~and~~to ~~will~~consolidated befinancial ~~effective~~statements issued for usreporting ~~starting~~periods after the effective date of this ASU or retrospectively to any or all prior periods presented in ~~2025. Retrospective~~the ~~application~~consolidated isfinancial ~~permitted~~statements. ~~This~~ ~~guidance~~Early adoption is ~~only~~also ~~related~~permitted. toThis ~~disclosures~~ASU ~~and~~will islikely ~~not~~result ~~expected~~in tothe ~~have~~required aadditional ~~significant~~disclosures ~~impact~~being onincluded in our consolidated financial statements once adopted. We are currently evaluating the provisions of this ASU.

In ~~November~~July ~~2024~~2025, the FASB issued ASU ~~No. 2024~~2025-0305, ~~Disaggregation~~Financial ofInstruments ~~Income~~- ~~Statement~~Credit ~~Expenses~~Losses (~~Subtopic~~Topic ~~220-40~~306).: ~~The~~Measurement ~~ASU~~of ~~requires~~Credit ~~the~~Losses ~~disaggregated~~for ~~disclosure~~Accounts ofReceivable ~~specific~~and ~~expense~~Contract ~~categories~~Assets, ~~including~~which ~~employee~~provides ~~compensation,~~a ~~depreciation,~~practical ~~and~~expedient ~~amortization,~~that ~~within~~allows ~~relevant~~public ~~income~~entities ~~statement~~to ~~captions.~~assume ~~This~~that ~~ASU~~current ~~also~~conditions ~~requires~~as ~~disclosure~~ of the ~~total~~balance ~~amount~~sheet ofdate ~~selling~~will ~~expenses~~remain ~~along~~unchanged ~~with~~for the ~~definition~~remaining life of ~~selling~~the ~~expenses.~~asset ~~The~~when ~~ASU~~developing isa ~~effective~~reasonable ~~for~~and ~~annual~~supportable ~~periods~~forecast ~~beginning~~as ~~after~~part ~~December~~of ~~15,~~estimating ~~2026,~~expected ~~and~~credit ~~interim~~losses ~~periods~~on ~~within~~these assets. The amendments are effective for fiscal years beginning after December 15, ~~2027~~2025. ~~Adoption~~We ofdo ~~this~~not ~~ASU~~expect ~~can either be applied prospectively to consolidated financial statements issued for reporting periods after~~ the ~~effective~~adoption ~~date~~ of this ~~ASU~~guidance ~~or retrospectively~~ to ~~any~~have ora ~~all~~material ~~prior~~impact ~~periods~~on ~~presented in the consolidated financial statements. Early adoption is also permitted. This ASU will likely result in the required additional disclosures being included in~~ our consolidated financial statements~~, once adopted~~. ~~We are currently evaluating the provisions of this ASU.~~

In September 2025, the FASB issued ASU No. 2025-06, Intangibles- Goodwill and Other- Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes guidance on accounting for costs related to internal-use software. This ASU removes references to software development project stages and applies a more principles-based

F-11

approach for capitalization. The ASU also clarifies related disclosure requirements. The ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. Adoption of this ASU can be applied prospectively, retrospectively or using a modified transition approach. Early adoption is permitted. We are currently evaluating the provisions of this ASU, but we do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

There have been no other recent accounting pronouncements or changes in accounting pronouncements that have been issued but not yet adopted that are of significance, or potential significance, to us.

3. ~~Assets~~Sale ~~and~~of ~~Liabilities~~Assets ~~Held for Sale~~

AtOn ~~December~~March 31, ~~2024~~2025, weQuest ~~classified~~entered ~~certain~~into ~~assets~~an ~~and~~asset ~~liabilities~~purchase agreement (the “APA”) with Lincoln Waste Solutions, ~~including~~LLC, a Connecticut limited liability company (“Purchaser”), and completed the sale to Purchaser of substantially all of the assets used in Quest’s divested business operations as set forth in the APA (the “Transaction”). The Company sold the assets to divest an ~~allocated~~underperforming ~~portion~~business operation. The selling price of ~~goodwill~~the assets, which was classified as held for sale inat ~~accordance~~December ~~with~~31, ~~the~~2024, ~~guidance~~was ~~provided~~approximately $5.0 million in ~~ASC~~cash ~~360-10~~plus (i) additional amounts, ~~Property~~not to exceed $6.5 million, ~~Plant~~based on the future performance of the contracts sold over the three years following the date of sale (collectively, the “Milestone Payments”) and ~~Equipment. These~~(ii) ~~assets~~a one-time payment based on the Purchaser’s ability to collect the accounts receivable and ~~liabilities~~other ~~are~~monies ~~part~~due for sales and delivery of ~~our~~goods, ~~strategic~~performance ~~decision~~of services and other business transactions, subject to ~~divest~~certain other adjustments as set forth in the APA. The APA also includes clawback provisions, not to exceed $5.0 million, to be applied against the receipt of any future Milestone Payments if certain metrics were not met within the first four months of the date of sale. As of December 31, 2025, we do not believe that estimated contingent proceeds due to us, net of any amounts owed to the Purchaser, will have a material effect on our business, financial condition, results of operations, or cash flows.

~~The~~In connection with the sale of the assets, we recognized a $4.4 million loss on sale of assets during the year ended December 31, 2025, based on the carrying value of sold assets classified as held for sale ~~consist~~at ofDecember ~~accounts~~31, ~~receivable~~2024. Liabilities classified as held for sale at December 31, ~~equipment~~2024 were not acquired by the Purchaser. When any Milestone Payments, ~~customer~~net ~~relationship~~of ~~intangible~~clawback ~~assets~~adjustments, ~~and~~become ~~goodwill~~reasonably ~~associated~~estimable ~~with~~for each applicable milestone year, we will adjust the ~~related~~purchase ~~operations~~price. The ~~liabilities~~cash ~~held~~proceeds ~~for~~received at the time of sale ~~primarily~~were ~~include~~used ~~accounts~~to ~~payable~~repay ~~and~~a ~~other~~portion ~~accrued~~of ~~expenses~~our debt as further discussed in Note 7, Notes Payable.

WeThe ~~have~~assets ~~met~~and ~~the~~liabilities ~~criteria~~related ~~outlined~~to inthe ~~ASC~~divestiture ~~360-10~~are ~~for~~classified ~~classification~~ as held for sale, ~~including~~at ~~the~~December ~~expectation~~31, ~~that~~2024 ~~the~~in ~~sale~~accordance ~~will~~with bethe ~~completed~~guidance ~~within~~provided ~~one~~in ~~year~~ASC ~~from~~360-10, ~~the~~Property, ~~balance~~Plant, ~~sheet~~and ~~date~~Equipment. AsThese ~~a result, these~~ assets and liabilities are presented separately on the consolidated balance sheets under the captions “assets held for sale” and “liabilities held for sale”, respectively, at December 31, 2024.

In connection with the classification of these assets and liabilities as held for sale, we evaluated the fair value of assets outside the scope of ASC 360-10 (other than goodwill) for recoverability. We then evaluated the fair value of the disposal group, including goodwill, in accordance with the guidance in ASC 360-10 and ASC 350, Intangibles—Goodwill and Other. The fair value of the disposal group was determined using significant unobservable inputs (Level 3) based on expected proceeds to be received upon the sale of the business. As a result of this evaluation, it was determined that the fair value of the disposal group, less costs to sell, was less than its carrying value. Accordingly, we recognized an impairment of $5.5 million at December 31, 2024.

The impairment charge was determined based on the difference between the carrying value of the disposal group and its fair value, as derived from the market-based approach. The impairment charge has been recorded in the consolidated statements of operations for

F-14

the year ended December 31, 2024. The carrying values of the assets and liabilities held for sale, including goodwill, will continue to be monitored, and any future impairments or adjustments to fair value will be recognized as required through the date of disposal.

The following table summarizes the assets and liabilities classified as held for sale in the consolidated balance sheet (in thousands):


	December 31, 2024
Assets held for sale
Accounts receivable, net	$	3,736
Equipment, net		1,289
Intangible assets, net		5,154
Goodwill		5,222
Valuation allowance on assets held for sale		(5,511	)
Total assets held for sale	$	9,890
Liabilities held for sale
Accounts Payable	$	251
Accrued Liabilities		1,589
Total liabilities held for sale	$	1,840

AsThe ~~this~~intangible ~~strategic~~assets ~~decision~~held tofor ~~divest~~sale ~~certain~~represent ~~business~~customer ~~operations~~relationships, ~~did~~and ~~not~~goodwill ~~represent~~represents athe ~~strategic~~allocated ~~shift~~portion ~~that~~of ~~will~~goodwill ~~have~~associated awith ~~major~~the ~~effect~~related onoperations ~~our~~for ~~operations~~the ordivested ~~financial~~business. ~~results,~~The ~~operations~~liabilities ~~related~~held tofor ~~the~~sale ~~disposal~~at ~~group~~December ~~have~~31, 2024 were not ~~been~~acquired ~~classified~~by asthe ~~discontinued~~Purchaser ~~operations~~at the time of sale.

In connection with the classification of the assets and liabilities as held for sale at December 31, 2024, we evaluated the fair value of assets outside the scope of ASC 360-10 (other than goodwill) for recoverability. We then evaluated the fair value of the disposal group, including goodwill, in accordance with the guidance in ASC 360-10 and ASC 350, Intangibles—Goodwill and Other. The fair value of the disposal group was determined using significant unobservable inputs (Level 3) based on expected proceeds to be received upon the sale of the business. As a result of this evaluation, it was determined that the fair value of the disposal group, less costs to sell, was less than its carrying value. Accordingly, we recognized an impairment of $5.5 million at December 31, 2024 which is reported in the consolidated statement of operations.

F-12

additional discussion. We received cash proceeds of approximately $1.1 million from these sales and repaid approximately $0.9 million on the related equipment term loan, as further discussed in Note 7, Notes Payable.

4. Property and Equipment, net, and Other Assets

At December 31, ~~2024~~2025 and ~~2023~~2024, Property and equipment, net, and other assets consisted of the following (in thousands):

	As of December 31,
	2024			2023
	2025			2024
Machinery and equipment	$	65,~~183~~097		$	36,~~321~~183
Office furniture and fixtures		~~592~~417			~~574~~592
Leasehold improvements		~~758~~327			~~715~~758
Computer equipment		~~466~~489			~~451~~466
Property and equipment, gross		76,~~999~~330			57,~~061~~999
Accumulated depreciation		(3,~~492~~447	)		(23,~~932~~492	)
Property and equipment, net		42,~~507~~883			24,~~129~~507
Right-of-use operating lease assets		12,~~305~~112			1,~~862~~305
Security deposits and other assets		~~683~~643			~~635~~683
Property and equipment, net, and other assets	$	65,~~495~~638		$	46,~~626~~495

~~We compute depreciation using the straight-line method over the estimated useful lives of the property and equipment.~~ Depreciation expense for the year ended December 31, ~~2024~~2025 was $~~1.0~~905 ~~million~~thousand, including $~~871~~775 thousand of depreciation expense reflected within “Cost of revenue” in our consolidated statement of operations as it related to assets used directly in servicing customer contracts. Depreciation expense for the year ended December 31, ~~2023~~2024 was $~~806~~1.0 ~~thousand~~million, including $~~378~~871 thousand of depreciation expense reflected within “Cost of revenue” in our consolidated statement of operations ~~as it related to assets used directly in servicing customer contracts~~.

~~During~~Refer ~~the~~to ~~year~~Note ~~ended December 31~~8, ~~2024,~~Leases ~~we purchased 231 compactors and related equipment~~ for ~~approximately~~additional ~~$3.7~~information ~~million. This~~on ~~equipment, which we previously leased, is located at various customer locations. In connection with~~ the ~~purchase,~~Company’s ~~we financed 80%~~ right-of-use ~~the~~operating ~~aggregate~~lease ~~purchase price with draws on our PNC equipment term loan~~assets. ~~Refer to Note 7, Notes Payable for additional information.~~

We recorded right-of-use operating lease assets related to our office leases in accordance with ASC 842. Refer to Note 8, Leases for additional information.

F-15

5. Goodwill and Other Intangible Assets

~~The~~Goodwill ~~components of goodwill~~ and other intangible assets are as follows (in thousands):

         December 31, 2025

         Estimated
Useful Life

         Gross Carrying
Amount

         Accumulated
Amortization

         Net

         Finite lived intangible assets:

Customer relationships

5 years

20,685

17,979

2,706

Software

<

Filing Compare · Quest Resource Holding Corp