Quest Resource Holding Corp

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

The PSUs will settle in common stock following the achievement of certain performance metrics on or prior to the expiration of a three-year performance and service period. The number of shares of common stock a participant will be eligible to receive following such period will be determined based on the actual performance level achieved, either at the threshold or target level as set forth in the applicable Award Agreement for such performance period, and the applicable payout percentage, which would be 80% at threshold and 100% at target performance level with straight-line interpolations between threshold and target. Any earned PSUs will be fully vested and paid no later than March 15 of the fiscal year following the achievement of the performance metrics on or prior to the end of the performance period, subject to adjustment in accordance with the terms of the 2025 LTIP and the form of Award Agreement.

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

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

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