What changed in Quest Resource Holding Corp's 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of Quest Resource Holding Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+251 added−216 removedSource: 10-K (2026-03-13) vs 10-K (2025-03-12)
Top changes in Quest Resource Holding Corp's 2025 10-K
251 paragraphs added · 216 removed · 169 edited across 1 sections
- Item 1. Business+251 / −216 · 169 edited
Item 1. Business
Business — how the company describes what it does
169 edited+82 added−47 removed178 unchanged
Item 1. Business
Business — how the company describes what it does
169 edited+82 added−47 removed178 unchanged
2024 filing
2025 filing
Biggest changeWe seek to • ensure our customers can focus on their core businesses instead of waste disposal and recycling; • provide a single source of cost-effective choices for all of their waste that improves overall operational economics and maximize the value of recyclable commodities; • leverage the entire market of available service options to ensure the best solution that is fully aligned with their business and sustainability goals; • help our customers with flexible programs that work toward operational efficiencies, sustainability and ESG initiatives by lowering the percentage of the waste streams that must be disposed of in landfills or by incineration; • provide crucial visibility into an enterprise’s waste and recycling program through accurate and complete data that supports more informed decision-making and the reporting of corporate ESG and sustainability initiatives; • mitigate risk by assisting our customers with full regulatory and environmental compliance for their waste and recycling operations; and • provide our customers with a centralized point of contact with the convenience of 24/7/365 support.
Biggest changeWe seek to: • ensure our customers can focus on their core businesses instead of day-to-day waste disposal and recycling administration; • provide centralized oversight of waste and recycling programs, including vendor coordination, invoice auditing, and service validation, to support cost control and billing accuracy; • leverage a broad network of service providers to identify solutions aligned with customer operational, regulatory, and reporting requirements; • help customers implement flexible programs designed to improve operational efficiency and reduce reliance on landfill or incineration where feasible; • provide visibility into enterprise-wide waste and recycling activity through accurate and complete data that supports internal decision-making and external reporting requirements; • provide our customers with expert, market leveraged procurement services for all waste and recycling needs; • mitigate risk by assisting customers with regulatory and environmental compliance; and • offer a centralized point of contact with continuous customer support.
In order to 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.
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.
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 an acquisition of our company, even when this would be in the best interest of our stockholders.
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 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 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.
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; 14 • 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.
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.
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; 15 • 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.
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.
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 8 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.
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.
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.
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. 9 Cyberattacks and security vulnerabilities could lead to increased costs, liability claims, unauthorized access to customer data, or harm to our reputation.
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. IT EM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable.
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. 27 IT EM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable.
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.
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, 5 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.
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.
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. 16 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.
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. 4 Our business depends to a significant extent on revenue from our largest customers.
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.
Our Business We are a national provider of waste and recycling 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 Business 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 to maximize resource utilization.
ITEM 1. BUSINE SS Overview Quest Resource Holding Corporation (“Quest”, “the Company”, “our company,” “we,” “us” and “our”) is a national provider of waste and recycling services to customers from across multiple industry sectors that are typically larger, multi-location businesses.
ITEM 1. BUSINE SS 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.
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. 10 Environmental advocacy groups and regulatory agencies have focused on the potential role that greenhouse gases have on climate change.
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.
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. I TEM 1B. UNRESOLVED STAFF COMMENTS None I TEM 1C.
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. 17 I TEM 1B. UNRESOLVED STAFF COMMENTS None I TEM 1C.
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.
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.
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 7 years and they do not typically provide us with firm, long-term volume commitments.
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.
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 11 document supporting the PNC Loan Agreement or the Credit Agreement, as applicable, to be in full force and effect.
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.
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 respond to customer requirements more quickly than we can.
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.
Each DSU represents the right to receive one share of our common stock following the completion of a grantee’s service. 25 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.
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.
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.
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); • SUSTAINABILITY.
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.
Such a lawsuit could also divert the time and attention of our management from our business. 15 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.
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 increases due to competitive pressures or delays in timing of rate increases.
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 cost increases due to competitive pressures or delays in timing of rate increases.
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.
See further description in Note 7 to the consolidated financial statements. 12 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.
The foregoing is a summary only and does not purport to be a complete description of all the terms, 23 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.
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.
This position reports directly to our Senior Vice President of Business Transformation. In addition, we have retained Virtual Chief Information Security Officer services to support our cybersecurity risk management and governance practices.
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.
Cash Flows from Financing Activities Net cash provided by financing activities was $12.1 million for the year ended December 31, 2024, primarily from net borrowings of $9.9 million on our ABL Facility, $2.9 million borrowings from our PNC equipment term loan, and $1.4 million proceeds from stock option exercises and shares issued under our 2014 Employee Stock Purchase Plan (“2014 ESPP”), partially offset by $1.3 million repayments of long term debt.
Net cash provided by financing activities was $12.1 million for the year ended December 31, 2024, primarily from the net borrowings of $9.9 million on our ABL Facility, $2.9 million borrowings from our PNC equipment term loan, and $1.4 million proceeds from stock option exercises and 25 shares issued under our 2014 Employee Stock Purchase Plan (“2014 ESPP”), partially offset by $1.3 million repayments of long-term debt.
The preparation of our consolidated 24 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.
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.
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.
The solid waste business provides incremental revenue streams, rounds out our offerings, and provides opportunities to expand into other specialized services. 3 • Automotive, Fleet and Industry Services.
Concurrently with our acquisition of the QRMG Interests, we assigned the QRMG Interests to Earth911 so that Earth911 now holds 6 100% of the issued and outstanding membership interests of QRMG.
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.
We believe our existing cash and cash equivalents of $0.4 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.
We believe our existing cash and cash equivalents of $1.0 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.
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, our business, financial condition, results of operations, cash flow, and future prospects could be seriously harmed.
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 occur, our business, financial condition, results of operations, cash flow, and future prospects could be seriously harmed.
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.
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, 2025.
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.
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 PSUs under our incentive compensation plan.
As of December 31, 2024 and 2023, 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.
As of December 31, 2025 and 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.
Equipment and Installation We own 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.
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.
In 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 matter customarily restricted in such agreements.
In 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.
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 and 2023, we had established a full valuation allowance for all deferred tax assets.
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, 2025 and 2024, we had established a full valuation allowance for all deferred tax assets.
We currently concentrate on programs for recycling 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.
We currently concentrate on recycling programs for 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.
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.
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 divestitures.
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 housing, located in Burlington, NC.
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.
We plan to continue to expand our work 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.
We plan to continue to expand our workforce 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.
We currently concentrate on programs for recycling cardboard, pallets, 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.
We currently concentrate on recycling programs for 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.
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.
To date, these large companies have concentrated on their traditional business of collecting waste for disposal in their landfills. The strategies of these large companies could change at any time, and we could begin to experience substantially increased competition from them.
Our services currently focus on the waste streams and recyclables from big 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 and commercial properties; restaurant chains and food operations; and construction and demolition projects.
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; multifamily and commercial properties; restaurant chains and food operations; and construction and demolition projects.
Our services currently focus on the waste streams and recyclables from big 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 and commercial properties; restaurant chains and food operations; and construction and demolition projects.
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; multifamily and commercial properties; restaurant chains and food operations; and construction and demolition projects.
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 operate in an environment characterized by evolving cybersecurity threats including data theft, phishing attacks, and ransomware. We believe these risks are reasonably likely to impact our business operations. Our business relies heavily on information technology systems, applications, and networks. Any disruption, compromise, or failure of these systems could result in operational downtime, customer loss, financial loss, and reputational harm.
Years Ended December 31, 2024 and 2023 Operating Results Our consolidated financial statements include the operating activities of our company and our subsidiaries for the years ended December 31, 2024 and 2023.
Years Ended December 31, 2025 and 2024 Operating Results Our consolidated financial statements include the operating activities of our company and our subsidiaries for the years ended December 31, 2025 and 2024.
Cybersecurity risks are evaluated when determining the selection and oversight of applicable third-party service providers. 17 • 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 risks are evaluated during the selection, onboarding, and oversight of third-party service providers, and security controls are implemented to support data protection . • 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.
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.
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.
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. I TEM 2. PROPERTIES Our executive offices are located in The Colony, Texas, where we lease approximately 16,200 square feet under a lease that expires in December 2027.
We have contracted with 18 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. I TEM 2. PROPERTIES Our executive offices were previously located in The Colony, Texas, where we leased approximately 16,200 square feet under a lease that expires in December 2027.
We also may register for resale shares that are deemed to be “restricted securities” or shares held by affiliates of our company. 16 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.
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.
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.
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.
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.
We rely on third-party service providers to provide services, technology, servers, and hardware for our operations and to maintain 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 primary servers.
As with many technological innovations, there are significant risks and challenges involved in maintaining and deploying these technologies, and there can be no assurance that the usage of such technologies will enhance our services or be beneficial to our business, including our efficiency or profitability.
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.
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, we employed a total of 225 people, of whom 224 were full time employees.
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.
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, we had 20,606,395 shares of our Common Stock outstanding.
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, 2025, we had 20,959,751 shares of our Common Stock outstanding.
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”).
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 GAAP.
Competitors Recycling and Waste Disposal Services The recycling and waste disposal industry as a whole is dominated by large multi-billion dollar 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 the need for landfills.
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.
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.
In addition to the variability resulting from our customers’ business, other factors contribute to periodic and seasonal quarterly fluctuations in our results of operations, which could be significant.
Our Credit Agreement (as described in Note 7 to our consolidated financial statements) provides for, among other things, a senior secured term loan facility in the principal amount of $54.0 million as of December 31, 2024. The maturity date of the term loan facility is June 28, 2030 (the “Maturity Date”).
Our Credit Agreement (as described in Note 7 to our consolidated financial statements) provides for, among other things, a senior secured term loan facility which had a principal amount of $51.1 million as of December 31, 2025. The maturity date of the term loan facility is June 28, 2030 (the “Maturity Date”).
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 quarter of 2024 with no impairment recorded.
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 second quarter of 2025 and no impairment was recorded.
As a result of historical operating losses, we had an accumulated deficit of $(125.1) million as of December 31, 2024. The development of our business will require us to continue to make significant expenditures and incur substantial expenses.
As a result of historical operating losses, we had an accumulated deficit of $140.5 million as of December 31, 2025. The continued development of our business will require us to continue to make significant expenditures and incur substantial expenses.
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.
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.
Any such volatility and disruptions may have adverse consequences on us or the third parties on whom we rely.
Any such uncertainty and related market disruptions may have adverse consequences on us or the third parties on whom we rely.
Loss per Share Net loss per basic and diluted share attributable to common stockholders was $(0.73) and ($0.36) for the years ended December 31, 2024 and 2023, respectively.
Loss per Share Net loss per basic and diluted share attributable to common stockholders was $(0.73) for both the years ended December 31, 2025 and 2024.
Our gross profit margin was 17.3% for the year ended December 31, 2024, compared with 17.4% for the year ended December 31, 2023.
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.
Any inability to adapt to and manage the benefits and risks of artificial intelligence could expose us to liability or put us at a disadvantage. Artificial intelligence could disrupt certain aspects of our business. Some of our third-party vendors incorporate artificial intelligence technologies, including machine learning, into their services.
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.
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.
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 can provide disposal and recycling services for virtually all forms 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. 2 Our value proposition to our business customers is simple.
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.
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. Stock Options We estimate the fair value of stock options using the Black-Scholes-Merton valuation model.
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.
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.
To a lesser extent, generally, 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 customer on-boarding and divestitures.
Our recycling services often 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 best services and optimize the cost of services.
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 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 industry-leading collection, processing, and data reporting. • Emphasize Monetary and other Benefits of Recycling .
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. • Emphasize Cost, Compliance and Operational Benefits of Recycling .
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 Plano Parkway, Suite 100, The Colony, Texas 75056, and our telephone number is (972) 464-0004. Our website address is https: // investors.qrhc.com .
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 .
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 engage third-party vendors and service providers whose security practices may affect our overall cybersecurity posture. The failure of these third parties to maintain adequate security controls could result in unauthorized access to our data, compromise of our information systems, or negatively impact our customers. A significant disruption to our information technology or communication systems could harm our business.
As of December 31, 2024, we had 3,960,595 shares of Common Stock issuable upon the exercise of outstanding stock options, deferred stock units (“DSUs”), restricted stock units (“RSUs”), and warrants under our incentive compensation plan and other option and warrant agreements.
As of December 31, 2025, we had 4,271,325 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.
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, resources, and staff support. We offer these companies and other establishments a solution to this increasing burden.
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.
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. 12 Any acquisitions that we undertake could be difficult to integrate, disrupt our business, dilute stockholder value, and harm our operating results.
These factors include the following: • cyclicality of the markets we serve; • timing and size of orders; 8 • size and scope of nonrecurring 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 pricing; • success in serving new markets; • introduction of new technologies into the markets we serve; and • changes in economic conditions.
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