QNST Form 4: Gregory Wong surrenders stock for tax withholding on RSU vesting

Rhea-AI Filing Summary

Gregory Wong, Chief Financial Officer of QuinStreet, Inc. (QNST), reported multiple share dispositions on 08/10/2025. The Form 4 lists transactions coded "F" with a price of $15.19 per share. Disposed share amounts shown are 8,646; 1,587; 671; 2,381; 2,124; 895; 8,646, and the reported beneficial ownership figures following those entries include 465,444; 463,857; 463,186; 460,805; 458,681; 457,786; 449,140.

The filing's explanation states that all shares reported as disposed were relinquished to the issuer and cancelled in exchange for the issuer's agreement to pay federal and state tax withholding obligations arising from the vesting of restricted stock units (RSUs). The reporting person did not sell or otherwise dispose of any shares for any reason other than to cover required taxes.

Positive

• Transaction was for tax withholding only; the filer did not sell shares for cash or liquidity reasons
• Filing includes explicit explanation that relinquished shares were cancelled and used solely to satisfy federal and state tax obligations from RSU vesting

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine tax withholding on RSU vesting; not a cash sale.

The Form 4 shows multiple "F"-coded transactions for Gregory Wong at $15.19 per share on 08/10/2025. The explanatory note clarifies these shares were surrendered to the issuer and cancelled solely to satisfy federal and state tax withholding related to RSU vesting. Such withholding transactions are standard for executives and typically do not signal active share disposition for liquidity or change in conviction. The filing lists specific share counts and successive beneficial ownership balances, with a final reported balance of 449,140 shares after the reported entries.

Corporate Governance Expert

TL;DR: Disclosure is clear and follows Section 16 reporting practice.

The Form 4 identifies Gregory Wong as the reporting person and CFO and uses transaction code "F," consistent with payment of tax withholding via withheld shares. The explanatory statement explicitly states the issuer cancelled the relinquished shares in exchange for paying tax liabilities, which documents the nature of the transaction and reduces ambiguity for investors and regulators. This is a routine, administratively driven transaction rather than a deliberate change in ownership intent.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wong Gregory

(Last) (First) (Middle)

950 TOWER LANE, 12TH FLOOR

(Street)

FOSTER CITY CA 94404

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
QUINSTREET, INC [ QNST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/10/2025		F(1)		8,646	D	$15.19	465,444	D
Common Stock	08/10/2025		F(1)		1,587	D	$15.19	463,857	D
Common Stock	08/10/2025		F(1)		671	D	$15.19	463,186	D
Common Stock	08/10/2025		F(1)		2,381	D	$15.19	460,805	D
Common Stock	08/10/2025		F(1)		2,124	D	$15.19	458,681	D
Common Stock	08/10/2025		F(1)		895	D	$15.19	457,786	D
Common Stock	08/10/2025		F(1)		8,646	D	$15.19	449,140	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Exempt transaction pursuant to Section 16b-3 for payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished to the Issuer by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs. The Reporting Person did not sell or otherwise dispose of any of the shares in this Form 4 for any reason other than to cover required taxes.

	Gregory Wong	08/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Gregory Wong report on Form 4 for QNST?

He reported multiple dispositions of QuinStreet common stock on 08/10/2025 coded "F" to cover tax withholding from RSU vesting.

How many shares were relinquished according to the filing?

The filing lists disposed share amounts of 8,646; 1,587; 671; 2,381; 2,124; 895; 8,646.

At what price were the reported shares associated on the Form 4?

The transactions are shown with a price of $15.19 per share.

What was the reason given for the share dispositions?

The explanation states the shares were relinquished and cancelled in exchange for the issuer paying federal and state tax withholding obligations arising from RSU vesting.

What is the reporting person's role and final reported beneficial ownership?

The reporting person is Gregory Wong, CFO, and the filing lists final reported beneficial ownership after the entries as 449,140 shares.