true0001117297Q1846--06-30202500011172972024-11-040001117297qnst:DouglasValentiMember2024-09-3000011172972024-07-012024-09-300001117297qnst:DouglasValentiMember2024-07-012024-09-30xbrli:shares

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q/A

 

 

☑

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2024

or

 

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

Commission File No. 001-34628

 

QuinStreet, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

77-0512121

(State or Other Jurisdiction of

 

(I.R.S. Employer

Incorporation or Organization)

 

Identification No.)

950 Tower Lane, 12th Floor

 

Foster City, California

94404

(Address of principal executive offices)

(Zip Code)

650-578-7700

Registrant’s telephone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, par value $0.001 per share

 

QNST

 

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

 

☑

 

 

 

Accelerated filer

 

☐

 

 

 

 

 

 

 

 

 

 

Non-accelerated filer

 

☐

 

 

 

Smaller reporting company

 

☐

 

 

 

 

 

 

 

 

 

 

Emerging growth company

 

☐

 

 

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Number of shares of common stock outstanding as of November 4, 2024: 56,262,970

 

 

EXPLANATORY NOTE

QuinStreet, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, which was originally filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2025 (the “Original Filing”). This Amendment is being filed to revise Part II “Item 5. Other Information” by adding a Rule 10b5-1 trading arrangement entered into by Douglas Valenti, our Chief Executive Officer on behalf of the Valenti Living Trust, during the quarter ended September 30, 2024, which was inadvertently omitted from the disclosure included in the Original Filing.

In addition, as required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s Chief Executive Officer and Chief Financial Officer are filed herewith as exhibits to this Amendment, under Item 6 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. No changes have been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.

ITEM 5. OTHER INFORMATION

Insider Adoption or Termination of Trading Arrangements:

During the fiscal quarter ended September 30, 2024, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described below:

On September 6, 2024, Douglas Valenti, our Chief Executive Officer, entered into a Rule 10b5-1 Plan, on behalf of the Valenti Living Trust, intended to satisfy the affirmative defense of Rule 10b5- 1(c) under the Exchange Act. The Valenti Living Trust Rule 10b5-1 Plan provides for the potential sale (beginning on December 9, 2024) of 780,000 shares of the Company's common stock. The Valenti Living Trust Rule 10b5-1 Plan expires on December 30, 2026, or upon the earlier completion of all the transactions authorized thereunder.

 

2

 

ITEM 6. EXHIBITS

Exhibit

Number

 

Description of Exhibit

Form

File Number

Exhibit

Filing Date

 

 

 

 

 

 

 

31.1*

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

 

 

 

 

31.2*

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

 

 

 

 

101.INS*

 

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

 

 

 

 

 

 

 

 

 

 

 

101.SCH*

 

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

 

 

 

 

 

 

 

 

 

 

 

104*

 

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

 

 

 

 

 

 

 

 

 

 

 

* Filed herewith.

‡ Furnished herewith.

 

 

3

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

QUINSTREET, INC.

 

 

 

 

 

/s/ Gregory Wong

 

 

Gregory Wong

 

 

Chief Financial Officer

 

 

(Principal Financial and Accounting Officer and

duly authorized signatory)

 

 

Date: February 7, 2025

 

4

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT

I, Douglas Valenti, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A for the fiscal quarter ended September 30, 2024, of QuinStreet, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

 

 

/s/ Douglas Valenti

 

 

Douglas Valenti

 

 

Chairman and Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

Date: February 7, 2025

 

EXHIBIT 31.2

CERTIFICATION

PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT

I, Gregory Wong, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A for the fiscal quarter ended September 30, 2024, of QuinStreet, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

 

 

/s/ Gregory Wong

 

 

Gregory Wong

 

 

Chief Financial Officer

 

 

(Principal Financial and Accounting Officer)

 

 

Date: February 7, 2025

 

 

v3.25.0.1
Document and Entity Information - shares
 3 Months Ended
Sep. 30, 2024
Nov. 04, 2024
Cover [Abstract]    
Document Type 10-Q/A  
Amendment Flag true  
Amendment Description QuinStreet, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, which was originally filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2025 (the “Original Filing”). This Amendment is being filed to revise Part II “Item 5. Other Information” by adding a Rule 10b5-1 trading arrangement entered into by Douglas Valenti, our Chief Executive Officer on behalf of the Valenti Living Trust, during the quarter ended September 30, 2024, which was inadvertently omitted from the disclosure included in the Original Filing.In addition, as required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s Chief Executive Officer and Chief Financial Officer are filed herewith as exhibits to this Amendment, under Item 6 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. No changes have been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.  
Document Period End Date Sep. 30, 2024  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q1  
Trading Symbol QNST  
Entity Registrant Name QuinStreet, Inc.  
Entity Central Index Key 0001117297  
Current Fiscal Year End Date --06-30  
Entity Shell Company false  
Entity Current Reporting Status Yes  
Entity Filer Category Large Accelerated Filer  
Entity File Number 001-34628  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   56,262,970
Entity Tax Identification Number 77-0512121  
Entity Address, Address Line One 950 Tower Lane  
Entity Address, Address Line Two 12th Floor  
Entity Address, City or Town Foster City  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 94404  
City Area Code 650  
Local Phone Number 578-7700  
Entity Interactive Data Current Yes  
Document Quarterly Report true  
Document Transition Report false  
Entity Incorporation, State or Country Code DE  
Security Exchange Name NASDAQ  
Title of 12(b) Security Common Stock, par value $0.001 per share  
v3.25.0.1
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2024
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

During the fiscal quarter ended September 30, 2024, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described below:

On September 6, 2024, Douglas Valenti, our Chief Executive Officer, entered into a Rule 10b5-1 Plan, on behalf of the Valenti Living Trust, intended to satisfy the affirmative defense of Rule 10b5- 1(c) under the Exchange Act. The Valenti Living Trust Rule 10b5-1 Plan provides for the potential sale (beginning on December 9, 2024) of 780,000 shares of the Company's common stock. The Valenti Living Trust Rule 10b5-1 Plan expires on December 30, 2026, or upon the earlier completion of all the transactions authorized thereunder.
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Douglas Valenti [Member]  
Trading Arrangements, by Individual  
Name Douglas Valenti
Title Chief Executive Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date September 6, 2024
Expiration Date December 30, 2026
Arrangement Duration 846 days
Aggregate Available 780,000
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