Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Management Retention Bonus

Vertex Energy, Inc. (the "Company", "we" and "us"), with the recommendation of the Compensation Committee of the Board of Directors of the Company, and the approval of the Board of Directors, entered into a retention letter agreement dated September 19, 2024, with Mr. Joshua Foster, who was appointed as Chief Commercial Officer of the Company on September 5, 2024, and agreed to pay a retention bonus to Mr. Foster of $284,750. The bonus was subject to the recipient's obligation to repay the net after-tax bonus in the event that the recipient's employment with the Company is terminated by the Company for any reason other than cause, or his death or disability prior to the later of six months after the date the letter agreement is entered into and the date of a change of control transaction (including an asset sale of all or substantially all of the Company's assets). Mr. Foster also entered into a waiver and release in favor of the Company in consideration for the retention bonus, pursuant to which he agreed to release all claims against the Company related to his employment and certain other employment matters and claims.