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 12, 2025 

QUEST RESOURCE HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

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

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:

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. ☐

On May 12, 2025, Quest Resource Holding Corporation (the “Company”) and certain of its domestic subsidiaries entered into an amendment (the “Monroe Seventh Amendment”) to that certain Credit Agreement, dated as of October 19, 2020 (as amended by that certain First Amendment to Credit Agreement, dated as of September 3, 2021, that certain Second Amendment to Credit Agreement, dated as of December 1, 2021, that certain Third Amendment to Credit Agreement, dated as of December 7, 2021, that certain Letter Agreement, dated as of August 9, 2022, that certain Fourth Amendment to Credit Agreement, dated as of December 2, 2022, as further amended by that certain Fifth Amendment to Credit Agreement, dated as of March 29, 2024, as further amended by that certain Sixth Amendment and Limited Waiver to Credit Agreement, dated as of December 30, 2024, as further amended by that certain Amendment, Consent and Partial Release Agreement, dated as of March 31, 2025, and as may be further amended, restated, supplemented, or otherwise modified from time to time, the “Monroe Credit Agreement”), with Monroe Capital Management Advisors, LLC, as administrative agent for the lenders thereto (the “Lenders”) and the Lenders. The Monroe Seventh Amendment, among other things, amended the Monroe Credit Agreement to waive financial covenant testing for the first quarter of 2025 and modify the interest rate and financial covenants. The information contained in Exhibit 10.1 filed herewith is hereby incorporated by reference into this Item 1.01.

On May 12, 2025, the Company and certain of its domestic subsidiaries entered into an amendment (the “PNC Sixth Amendment”) to that certain Loan, Security and Guaranty Agreement, dated as of August 5, 2020 (as amended by the Joinder and First Amendment, dated as of October 19, 2020, as amended by the Joinder and Second Amendment, dated as of December 7, 2021, as amended by the Third Amendment to Loan, Security and Guaranty Agreement, dated as of December 2, 2022, as amended by the Fourth Amendment to Loan, Security and Guaranty Agreement, dated as of March 29, 2024, as amended by that certain Fifth Amendment to Loan, Security and Guaranty Agreement, dated as of December 30, 2024, as further amended by that certain Amendment, Consent and Partial Release Agreement, dated as of March 31, 2025, and as may be further amended restated, supplemented or otherwise modified from time to time, the “PNC Loan Agreement”), with PNC Bank, National Association, successor to BBVA USA, as a lender, and as administrative agent, collateral agent, and issuing bank, to, among other things, waive financial covenant testing for the first quarter of 2025 and modify the interest rate and financial covenants. The information contained in Exhibit 10.2 filed herewith is hereby incorporated by reference to this Item 1.01.

In connection with the Monroe Seventh Amendment and the PNC Sixth Amendment, PNC Bank and Monroe Capital Management Advisors, LLC entered into the Fourth Amendment to Intercreditor Agreement (the “Intercreditor Agreement Amendment”) setting forth their relative rights with respect to their interests in the collateral under their respective agreements.

The above description of the Monroe Seventh Amendment, the PNC Sixth Amendment and the Intercreditor Agreement Amendment does not purport to be a complete description of all the terms, provisions, covenants and agreements contained therein and is subject to, and qualified in its entirety by reference to, the full text of the Monroe Seventh Amendment, the PNC Sixth Amendment and the Intercreditor Agreement Amendment, which are filed herewith as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference into this Item 1.01.

Certain information with respect to the Monroe Seventh Amendment and PNC Sixth Amendment set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

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.