Form 8-K

8-K — Quest Resource Holding Corp

Accession: 0001193125-26-211812

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001442236

SIC: 4953 (REFUSE SYSTEMS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — qrhc-20260507.htm (Primary)

EX-99.1 (qrhc-ex99_1.htm)

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8-K

8-K (Primary)

Filename: qrhc-20260507.htm · Sequence: 1

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 7, 2026

QUEST RESOURCE HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Nevada

001-36451

51-0665952

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

433 E. Las Colinas Boulevard, Suite 675, Irving, Texas

75039

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (972) 464-0004

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the follow provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

QRHC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition.

We are furnishing this Current Report on Form 8-K in connection with the disclosure of information, in the form of the textual information from a press release released on May 7, 2026.

The information in this Current Report on Form 8-K (including the exhibit) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

We do not have, and expressly disclaim, any obligation to release publicly any updates or any changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

The text included with this Current Report on Form 8-K is available on our website located at https://investors.qrhc.com/, although we reserve the right to discontinue that availability at any time.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release from Quest Resource Holding Corporation, dated May 7, 2026, entitled “Quest Resource Holding Corporation Reports First Quarter 2026 Financial Results”.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

QUEST RESOURCE HOLDING CORPORATION

Dated: May 7, 2026

By:

/s/ Brett W. Johnston

Name:

Brett W. Johnston

Title:

Senior Vice President and

Chief Financial Officer

EX-99.1

Filename: qrhc-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Quest Resource Holding Corporation Reports First Quarter 2026 Financial Results

Higher sequential volumes from Industrial customers and continued growth from non-Industrial portfolio drove 5% revenue growth and 6% gross profit growth compared to prior quarter

Improved revenue and gross profit performance throughout the quarter

Added a large franchisee in the quick-service restaurant industry in April, which launched in May

IRVING, TX – May 7, 2026 – Quest Resource Holding Corporation (Nasdaq: QRHC) (“Quest” or the “Company”), a national leader in environmental waste and recycling services, today announced financial results for the first quarter ended March 31, 2026.

First Quarter 2026 Highlights

•

Revenue was $61.7 million, a 9.8% decrease compared with the first quarter of 2025, and a 4.8% increase from the fourth quarter of 2025.

•

Gross profit was $9.7 million, an 11.6% decrease compared with the first quarter of 2025, and a 6.1% increase from the fourth quarter of 2025.

•

Gross margin was 15.7% of revenue, compared with 16.0% for the first quarter of 2025, and 15.5% for the fourth quarter of 2025.

•

GAAP net loss was $2.3 million, compared with a net loss of $10.4 million for the first quarter of 2025 (which includes a $4.4 million loss on the sale of assets and a $1.7 million impairment loss), and a net loss of $1.7 million for the fourth quarter of 2025.

•

GAAP net loss per basic and diluted share attributable to common stockholders was $(0.11), compared with $(0.50) for the first quarter of 2025 and $(0.08) for the fourth quarter of 2025.

•

Adjusted EBITDA was $1.8 million, compared with $1.6 million for the first quarter of 2025 and $2.1 million for the fourth quarter of 2025.

Recent Highlights

•

Successfully onboarded recent new customer wins and wallet share expansions with existing customers, all of which were fully contributing to financial results by quarter end.

•

Signed a new contract in April with a large franchisee in the quick-service restaurant industry, which launched in May.

•

Utilized recently refinanced ABL credit facility with Texas Capital Bank to pay down $2.0 million of higher rate term debt, reducing expected interest expense.

“Throughout the first quarter, we experienced steady improvement, which is consistent with the seasonal acceleration,” said Perry W. Moss, Quest’s Chief Executive Officer. “Importantly, recent new customer wins and wallet share expansions with existing customers that we secured during the latter half of 2025 are now fully onboarded and finished the first quarter as full contributors to our results.”

Moss added, “Our sales pipeline also remains healthy as we continue to advance meaningful opportunities for both new sales and wallet share expansions. Overall, the operating environment remains difficult, though we are cautiously optimistic given improvements achieved in the quarter, and we remain acutely focused on elements within our control.”

Brett Johnston, Quest’s Chief Financial Officer, added, “Our financial strategy remains focused on managing our cost structure, leveraging our Operational Excellence initiatives to drive cash flow, and paying down debt. We’ve demonstrated a firm grasp on our operating cost structure, reducing SG&A in the first quarter by roughly 26% compared to the same quarter in the prior year and lower than the guidance provided last quarter. We simultaneously continue to seek ways to elevate our billing and collection practices, optimizing working capital and improving our cash conversion cycle in the process. Lastly, the recent refinancing of our ABL credit facility allowed us to immediately swap $2.0 million of term debt for ABL debt, reducing our interest expense, which we expect will free up additional cash to allocate toward additional debt paydown. As macroeconomic conditions improve and lend incremental visibility, we anticipate executing similar voluntary paydowns going forward as appropriate. We expect these measures, along with our focus on continuous improvement, to improve our cash cycle, strengthen our balance sheet, and provide incremental financial flexibility as the operating landscape improves.”

First Quarter 2026 Earnings Conference Call and Webcast

Quest will host a conference call on Thursday, May 7, 2026, at 5:00 PM ET, to review the financial results for the first quarter ended March 31, 2026. To participate, dial 1-877-270-2148 or 1-412-317-6060 (International). The conference call, which may include forward-looking statements, is also being webcast and is available via the investor relations section of Quest’s website at https://investors.qrhc.com/. A replay of the webcast will be archived on Quest’s investor relations website for at least 90 days.

About Quest Resource Holding Corporation

Quest is a national provider of waste and recycling services that empower larger businesses to excel in achieving their environmental and sustainability goals and responsibilities. Quest delivers focused expertise across multiple industry sectors to build single-source, customer-specific solutions that generate quantifiable business and sustainability results. Addressing a wide variety of waste streams and recyclables, Quest provides information and data that tracks and reports the environmental results of Quest’s services, gives actionable data to improve business operations, and enables Quest’s customers to excel in their business and sustainability responsibilities. For more information, visit https://questrmg.com/.

Reconciliation of U.S. GAAP to Non-GAAP Financial Measures

In this press release, the non-GAAP financial measure “Adjusted EBITDA” is presented. From time-to-time, Quest considers and uses supplemental measures of operating performance in order to provide an improved understanding of underlying performance trends. Quest believes it is useful to review, as applicable, both (1) GAAP measures that include (i) depreciation and amortization, (ii) interest expense, (iii) stock-based compensation expense, (iv) income tax expense, and (v) certain other adjustments, and (2) non-GAAP measures that exclude such items. Quest presents this non-GAAP measure because it considers it an important supplemental measure of Quest's performance. Quest’s definition of this adjusted financial measure may differ from a similar measure used by others. Quest believes this measure facilitates operating performance comparisons from period to period by eliminating potential differences caused by the existence and timing of certain expense items that would not otherwise be apparent on a GAAP basis. This non-GAAP measure has limitations as an analytical tool and should not be considered in isolation or as a substitute for the Company’s GAAP measures. (See attached table “Reconciliation of Net Loss to Adjusted EBITDA”).

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which provides a “safe harbor” for such statements in certain circumstances. The forward-looking statements include, but are not limited to, our expectation that as macroeconomic conditions improve and lend incremental visibility, we may execute similar voluntary paydowns of our debt going forward as appropriate, and our expectation that these measures, along with our focus on continuous improvement, could improve our cash cycle, strengthen our balance sheet, and provide incremental financial flexibility as the operating landscape improves. Actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors, including, but not limited to, competition in the environmental services industry, the impact of the current economic environment, interruptions to supply chains, commodity price fluctuations, and extended shut down of businesses, and other factors discussed in greater detail in our filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2025. You are cautioned not to place undue reliance on such statements and to consult our SEC filings for additional risks and uncertainties that

may apply to our business and the ownership of our securities. Our forward-looking statements are presented as of the date made, and we disclaim any duty to update such statements unless required by law to do so.

Investor Relations Contact:

Alpha IR Group

Ryan Coleman or Nick Nelson

QRHC@alpha-ir.com

312-445-2870

Financial Tables Follow

Quest Resource Holding Corporation and Subsidiaries

STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

Three Months Ended

March 31,

2026

2025

Revenue

61,735

68,430

Cost of revenue

52,070

57,499

Gross profit

9,665

10,931

Operating expenses:

Selling, general, and administrative

8,389

11,412

Depreciation and amortization

1,045

1,543

(Gain) loss on sale of assets, net

(11

)

4,430

Impairment loss

—

1,707

Total operating expenses

9,423

19,092

Operating income (loss)

242

(8,161

)

Interest expense

(2,050

)

(2,267

)

Loss on extinguishment of debt

(488

)

—

Loss before taxes

(2,296

)

(10,428

)

Income tax expense (benefit)

(22

)

Net loss

(2,318

)

(10,406

)

Net loss per share applicable to common shareholders

Basic and diluted

(0.11

)

(0.50

)

Weighted average number of common shares outstanding

Basic and diluted

21,197

20,859

RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA

(Unaudited)

(In thousands)

Three Months Ended

March 31,

2026

2025

Net loss

(2,318

)

(10,406

)

Depreciation and amortization

1,208

1,746

Interest expense

2,050

2,267

Stock-based compensation expense

388

662

(Gain) loss on sale of assets, net

(11

)

4,430

Impairment loss

—

1,707

Loss on extinguishment of debt

488

—

Other adjustments

(35

)

1,171

Income tax expense (benefit)

(22

)

Adjusted EBITDA

1,792

1,555

BALANCE SHEETS

(In thousands, except per share amounts)

March 31,

December 31,

2026

2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

1,139

1,014

Accounts receivable, less allowance for doubtful accounts of $712 and $780 as of March 31, 2026 and December 31, 2025, respectively

52,055

49,010

Prepaid expenses and other current assets

1,260

1,174

Total current assets

54,454

51,198

Goodwill

81,065

Intangible assets, net

7,002

7,650

Property and equipment, net, and other assets

5,460

5,638

Total assets

147,981

145,551

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued liabilities

41,906

38,384

Other current liabilities

128

Current portion of notes payable

540

1,015

Total current liabilities

42,511

39,527

Notes payable, net

63,414

63,999

Other long-term liabilities

3,394

1,513

Total liabilities

109,319

105,039

Commitments and contingencies

Stockholders’ equity:

Preferred stock, $0.001 par value, 10,000 shares authorized, no shares

issued and outstanding as of March 31, 2026 and December 31, 2025

—

Common stock, $0.001 par value, 200,000 shares authorized,

21,014 and 20,960 shares issued and outstanding as

of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

181,452

180,984

Accumulated deficit

(142,811

)

(140,493

)

Total stockholders’ equity

38,662

40,512

Total liabilities and stockholders’ equity

147,981

145,551

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