QNST Form 4: Valenti transfers shares to trust; RSUs withheld for taxes

Rhea-AI Filing Summary

Douglas Valenti, who serves as Chief Executive Officer and a director of QuinStreet, reported multiple changes in his beneficial ownership of QuinStreet common stock dated 08/10/2025. The filing shows a series of exempt dispositions associated with RSU vesting: 75,571 shares were relinquished to the issuer to satisfy federal and state tax withholding obligations at a reported per-share amount of $15.19. The Form also reports a 73,241-share disposition and a contemporaneous 73,241-share acquisition by a trust at $0.00, indicating a transfer between direct and indirect ownership. The filing notes indirect holdings including 1,950,509 shares by a trust and 6,903 shares held by Mr. Valenti’s son. The filer states no open-market sales occurred and the relinquishments were solely to cover tax liabilities arising from RSU vesting.

Insights

Securities Analyst

TL;DR: Routine RSU tax-withholding relinquishments and an internal transfer to a trust; no open-market sales reported.

The Form 4 documents compensation-related share movements rather than discretionary sales. The filing explicitly states 75,571 shares were relinquished to the issuer to satisfy tax-withholding obligations from RSU vesting at $15.19 per share, which is an exempt transaction under Section 16b-3. Separately, a 73,241-share disposition and matching acquisition by a trust at $0.00 are reported on the same date, reflecting a change in beneficial ownership form rather than a market sale. For investors, these actions reduce Mr. Valenti’s reported direct holdings while leaving substantial indirect holdings in trust; the filing, as presented, is procedural and not a negative liquidity signal.

Corporate Governance Expert

TL;DR: Transfer reflects compensation settlement and estate/holding-structure activity; governance impact is limited.

The explanatory note clarifies these disposals were made to cover tax obligations arising from RSU vesting and were not sales for cash proceeds. The simultaneous 73,241-share transfer to a trust suggests estate planning or internal restructuring of beneficial ownership. Reported indirect holdings (e.g., 1,950,509 shares held by a trust and 6,903 shares held by Mr. Valenti’s child) indicate continuity of economic interest despite reductions in direct holdings. From a governance perspective, the filing documents routine executive compensation settlement and a reallocation between direct and indirect holdings rather than a change in control or disposition to third parties.

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^*

Valenti Douglas

(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)

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

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)		24,121	D	$15.19	932,197	D
Common Stock	08/10/2025		F(1)		12,061	D	$15.19	920,136	D
Common Stock	08/10/2025		F(1)		32	D	$15.19	920,104	D
Common Stock	08/10/2025		F(1)		24,121	D	$15.19	895,983	D
Common Stock	08/10/2025		F(1)		6,031	D	$15.19	889,952	D
Common Stock	08/10/2025		F(1)		3,174	D	$15.19	886,778	D
Common Stock	08/10/2025		F(1)		6,031	D	$15.19	880,747	D
Common Stock	08/10/2025		G		73,241	D	$0.0	807,506	D
Common Stock	08/10/2025		G		73,241	A	$0.0	1,950,509	I	by Trust
Common Stock								6,903	I	by Son(2)

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.

2. Shares held by Mr. Valenti's children.

	By: Gregory Wong For: Douglas Valenti	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).
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FAQ

Who filed the Form 4 for QNST and what is their role?

Douglas Valenti, who is listed as Chief Executive Officer and a director of QuinStreet, filed the Form 4.

What transactions did Douglas Valenti report on 08/10/2025 for QNST?

The filing reports multiple transactions on 08/10/2025, including exempt dispositions related to RSU vesting and a 73,241-share transfer involving a trust.

How many shares were relinquished to cover tax withholding and at what price?

The Form states 75,571 shares were relinquished to the issuer to satisfy federal and state tax withholding obligations at a reported per-share amount of $15.19.

Did the filing report open-market sales of QuinStreet stock?

No. The filer explicitly states the shares were relinquished to the issuer to cover tax liabilities; the filing indicates no open-market sales occurred.

Are there indirect holdings noted in the Form 4?

Yes. The filing shows indirect holdings including 1,950,509 shares held by a trust and 6,903 shares held by Mr. Valenti’s son.