QuinStreet CEO logs RSU tax withholdings at $14.42; 35,065 transfer

QuinStreet (QNST) CEO and director Douglas Valenti reported insider transactions on 11/10/2025.

Rhea-AI Filing Summary

QuinStreet (QNST) CEO and director Douglas Valenti reported insider transactions on 11/10/2025. Multiple Code F entries show shares were withheld at $14.42 per share to cover taxes from RSU vesting under an exempt transaction, with shares relinquished to the issuer for withholding obligations and no open‑market sales.

The filing also records a Code G reclassification of 35,065 shares at $0.00, moving them from direct ownership to a trust. Following these transactions, beneficial holdings were 736,256 shares direct and 1,985,574 shares indirect by trust, plus 6,903 shares indirectly held by a son.

Insider Trade Summary

70,130 shares gifted

Gift 8 txns

Insider Valenti Douglas

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	6,031	$14.42	$87K
Exercise Price or Tax Liability	Common Stock	12,061	$14.42	$174K
Exercise Price or Tax Liability	Common Stock	6,031	$14.42	$87K
Exercise Price or Tax Liability	Common Stock	6,031	$14.42	$87K
Exercise Price or Tax Liability	Common Stock	6,031	$14.42	$87K
Gift	Common Stock	35,065	$0.00	$0.00
Gift	Common Stock	35,065	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 736,256 shares (Direct); Common Stock — 1,985,574 shares (Indirect, by Trust); Common Stock — 6,903 shares (Indirect, by Son)

Footnotes (2)

1. F1. 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. F2. Shares held by Mr. Valenti's children.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did QNST’s CEO report in this Form 4?

Douglas Valenti reported multiple Code F withholdings at $14.42 per share to cover RSU-related taxes and a Code G reclassification of 35,065 shares to a trust.

Were any open-market sales disclosed for QNST?

No. The shares in the Code F entries were relinquished to the issuer to satisfy tax withholding from RSU vesting, not sold on the open market.

What is the significance of Transaction Code F at $14.42 for QNST?

Code F indicates the issuer withheld shares at $14.42 per share to cover tax obligations from RSU vesting, an exempt transaction under Section 16b-3.

What does the Code G transaction mean for QNST’s CEO?

A Code G reclassification moved 35,065 shares from direct ownership to a trust at $0.00, shifting how those shares are held.

How many QNST shares does the CEO hold after these transactions?

After the transactions: 736,256 shares direct, 1,985,574 shares indirect via trust, and 6,903 shares indirectly held by a son.

What relationship does the reporting person have to QNST?

Douglas Valenti is a Director and Chief Executive Officer of QuinStreet, Inc.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/12/2025 - 04:37 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
11/10/2025

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	11/10/2025		F(1)		6,031	D	$14.42	801,475	D
Common Stock	11/10/2025		F(1)		12,061	D	$14.42	789,414	D
Common Stock	11/10/2025		F(1)		6,031	D	$14.42	783,383	D
Common Stock	11/10/2025		F(1)		6,031	D	$14.42	777,352	D
Common Stock	11/10/2025		F(1)		6,031	D	$14.42	771,321	D
Common Stock	11/10/2025		G		35,065	D	$0.0	736,256	D
Common Stock	11/10/2025		G		35,065	A	$0.0	1,985,574	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	11/12/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.