NASDAQ: QRHC

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 is large and primarily driven by the solid waste collection and disposal business. The recycling industry has expanded in recent years and is expected to continue expanding. Rising disposal costs, landfill capacity constraints, and operational efficiency considerations are driving businesses and consumers to divert recyclables and waste away from landfills, particularly as alternative solutions become increasingly cost competitive. At the same time, businesses face heightened expectations to demonstrate and report on their environmental actions and impact. In addition, regulatory, customer, and investor expectations for data accuracy and cost transparency have increased demand for comprehensive and reliable waste and recycling data.

Although society and industry have increased awareness of environmental issues, such as recycling, reuse, and proper disposal, waste production also continues to increase. Because of environmental concerns, local government regulations, and cost factors, it has become increasingly difficult to obtain the necessary permits to build any new landfills. There is recognition by U.S. public agencies, businesses, and consumers that many items deposited in landfills have commodity value or usability as material for new products. Improvements in recycling and reuse technologies and the development of secondary markets for recycled commodities have made recycling a potentially cost-attractive alternative to landfilling under certain market conditions.

Regulatory 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.

In addition, certain states have adopted, and others are considering, Extended Producer Responsibility (“EPR”) laws that shift financial, operational, and reporting obligations for packaging and other materials to producers and brand owners. These requirements increase compliance complexity, data management needs, and total program costs, particularly for companies operating across multiple jurisdictions.

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We believe that these measures, along with the economic value of recyclable materials, may create additional opportunities as proper disposal of materials becomes more specialized. Some large industrial and commercial companies have in-house personnel that handle their solid waste management and recycling responsibilities, but many have found that in-house handling of these responsibilities may not be an effective solution without adequate knowledge, experience, market intelligence and leverage, resources, and staff support. We offer these companies and other establishments a solution to this increasing burden by providing centralized waste and recycling management, data visibility, vendor oversight, and program optimization across multiple locations and waste streams.

Our Strategy

Our goal is to be a leading waste and recycling managed services company. Key elements of our strategy to achieve our goal include the following:

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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 by managing multiple waste streams, vendors, service requirements, and reporting obligations through a centralized platform including invoice auditing, validation, and payment processing to support cost control, billing accuracy, and administrative efficiency.

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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 cost control, pricing transparency, operational efficiency, flexible programs, broad service offerings, data reporting, and national capacities that we believe provide us with competitive advantages in expanding our customer base.

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Expand into New Customer Verticals. We 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 scalable, compliant, and data-driven collection, processing, and data reporting.

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Emphasize Cost, Compliance and Operational Benefits of Recycling. We intend to emphasize the economic and operational advantages of recycling by demonstrating to businesses their ability to capture the commodity value where market conditions support it, better manage disposal and total operating cost, enhance their management of environmental and regulatory risks, improve compliance with applicable laws and regulations, and support internal reporting requirements and sustainability objectives.

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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.

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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.

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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.

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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.

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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.

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Our Environmental Services

Waste and Recycling Services

We provide businesses across multiple industry sectors with a single-source, 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 assist customers with the transportation, treatments, and 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 are designed to help our customers better manage both their operational expenses as well as their administrative expenses, 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 gain visibility into their waste and recycling programs through centralized data, reporting, and oversight.

We can provide disposal and recycling services for a broad 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.

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

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ensure our customers can focus on their core businesses instead of day-to-day waste disposal and recycling administration;

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provide centralized oversight of waste and recycling programs, including vendor coordination, invoice auditing, and service validation, to support cost control and billing accuracy;

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leverage a broad network of service providers to identify solutions aligned with customer operational, regulatory, and reporting requirements;

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help customers implement flexible programs designed to improve operational efficiency and reduce reliance on landfill or incineration where feasible;

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provide visibility into enterprise-wide waste and recycling activity through accurate and complete data that supports internal decision-making and external reporting requirements;

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provide our customers with expert, market leveraged procurement services for all waste and recycling needs;

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mitigate risk by assisting customers with regulatory and environmental compliance; and

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offer a centralized point of contact with continuous customer support.

Many waste materials (such as scrap metal, cardboard, plastics, used cooking oil, and automotive fluids) may have recoverable commodity value depending on market 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 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 service options that align with customer cost, service, and compliance requirements.

We coordinate and manage specialized services through third-party providers, including the following:

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Solid Waste. We offer cost-effective solid waste 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.

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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.

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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.

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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.

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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.

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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

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 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.

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 including cost control, pricing transparency, operational efficiency, regulatory compliance, and data visibility, for customers operating across multiple locations. Environmental and sustainability considerations are typically evaluated by customers alongside financial and operational performance.

Our customers operate across a range of industries that generate complex waste streams and require centralized, multi-location waste and recycling program management, including the following:

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Automotive

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Industrial/Manufacturing

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Distribution and Logistics

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Hospitality and Retail

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Multifamily Property Management

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Healthcare

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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.

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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 is where they generate the greatest profits. 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, which 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, provide comparable services at lower prices, and introduce new solutions 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 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 face competition across various aspects of our business, we believe our asset-light, managed services model allows us to coordinate a broad range of waste and recycling services across multiple locations, maintain flexibility to adapt programs to customer needs, and leverage the most effective service providers in each market. This approach enables cost management and operational flexibility without reliance 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,

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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.

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.

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, 2025, we employed a total of 195 people, all of whom were full-time employees. Two employees were executive level employees, and the other employees represent members of our administrative, customer services, accounting and finance, and sales and marketing 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:

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

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

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SUSTAINABILITY. DELIVERED.;

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

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

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TO CHALLENGE, MANAGE, AND INFORM; and

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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.

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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 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. In March 2025, we subsequently divested certain business operations previously acquired from 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 433 E. Las Colinas Boulevard, Suite 675, Irving, Texas 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.