QuinStreet (QNST) CFO uses company shares to cover RSU tax bill

Rhea-AI Filing Summary

QuinStreet CFO Gregory Wong reported multiple exempt share dispositions related to equity compensation taxes. On February 10, 2026, he surrendered QuinStreet common stock in several transactions coded “F” at $11.74 per share to satisfy federal and state tax withholding triggered by vesting RSUs.

The shares were relinquished to, and cancelled by, the company in exchange for paying his tax obligations, and were not sold on the open market. After these transactions, Wong directly beneficially owned 430,280 shares of QuinStreet common stock.

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)
02/10/2026

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	02/10/2026		F(1)		1,280	D	$11.74	437,187	D
Common Stock	02/10/2026		F(1)		1,931	D	$11.74	435,256	D
Common Stock	02/10/2026		F(1)		1,517	D	$11.74	433,739	D
Common Stock	02/10/2026		F(1)		1,528	D	$11.74	432,211	D
Common Stock	02/10/2026		F(1)		1,931	D	$11.74	430,280	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	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did QuinStreet (QNST) CFO Gregory Wong report in this Form 4?

QuinStreet CFO Gregory Wong reported multiple exempt share disposals used to cover tax withholding on vested RSUs. The company cancelled the surrendered shares and paid his federal and state tax obligations instead of an open-market sale.

Were Gregory Wong’s QuinStreet (QNST) share transactions open-market sales?

No, the transactions were not open-market sales. The shares were relinquished to QuinStreet and cancelled to pay tax withholding tied to RSU vesting, under an exempt Section 16b-3 arrangement rather than discretionary selling into the market.

What was the transaction price per share in the QuinStreet (QNST) Form 4?

Each reported transaction used a price of $11.74 per share for QuinStreet common stock. This price applies to the shares withheld or delivered to the company to satisfy tax liabilities arising from the vesting of restricted stock units.

How many QuinStreet (QNST) shares does CFO Gregory Wong own after these transactions?

After the reported tax-withholding dispositions, Gregory Wong directly beneficially owned 430,280 shares of QuinStreet common stock. This figure reflects his remaining holdings once the company cancelled the shares surrendered to cover required tax obligations.

What does transaction code “F” mean in the QuinStreet (QNST) Form 4?

Transaction code “F” indicates shares used to pay an exercise price or tax liability by delivering or withholding securities. In this case, Wong’s QuinStreet shares were relinquished and cancelled so the company could pay tax withholding from vested RSUs.

Why are Gregory Wong’s QuinStreet (QNST) transactions described as exempt?

They are exempt under Section 16b-3 because they involve share withholding or delivery for tax or exercise costs related to equity awards. The filing states all disposed shares were used solely to cover required taxes from RSU vesting, not discretionary selling.