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QNST CEO Valenti reports tax-withholding entries and trust reclassification

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
Insider Valenti Douglas
Role Chief Executive Officer
Type Security Shares Price Value
Tax Withholding Common Stock 6,031 $14.42 $87K
Tax Withholding Common Stock 12,061 $14.42 $174K
Tax Withholding Common Stock 6,031 $14.42 $87K
Tax Withholding Common Stock 6,031 $14.42 $87K
Tax Withholding Common Stock 6,031 $14.42 $87K
Gift Common Stock 35,065 $0.00 --
Gift Common Stock 35,065 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 801,475 shares (Direct); Common Stock — 1,985,574 shares (Indirect, by Trust)
Footnotes (1)
  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. Shares held by Mr. Valenti's children.
Form 4 Insider Transactions: What Each Field Means →
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.

Source: View Original Filing on SEC EDGAR

FAQ

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.