QUINSTREET INC

Rule 10b5-1 Trading Arrangement

On June 5, 2024, Gregory Wong, Chief Financial Officer, entered into a Rule 10b5-1 Plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. Mr. Wong's Rule 10b5-1 Plan provides for the potential sale (beginning on September 12, 2024) of all of the (net) shares of up to 111,416 (gross) shares of the Company's common stock, consisting of(i)50,977 shares of common stock and (ii) the net shares (not yet determinable) after shares are withheld to satisfy tax withholding obligations, issuable upon the vesting of up to 60,439 shares of restricted stock and performance-based restricted stock granted to Mr. Wong by the Company. Mr. Wong’s Rule 10b5-1 Plan expires on February 20, 2025, or upon the earlier completion of all the transactions authorized thereunder.

Insider Trading Policy and Clawback Policy

We have adopted insider trading policies, the Policy Against Trading on the Basis of Inside Information (filed as Exhibit 19.1), the Trading Window and Trade Pre-Clearance Policy (filed as Exhibit 19.2), and the Rule 10b5-1 Trading Plan Guidelines (filed as Exhibit 19.3), governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations and the Nasdaq listing standards applicable to us.

On October 27, 2023, the Board of Directors adopted a clawback policy, the Financial Restatement Compensation Recoupment Policy (filed as Exhibit 97.1), in order to comply with SEC and corresponding Nasdaq listing standards. Under that policy, the Company is required in certain situations to recoup incentive compensation paid or payable to certain current or former executive officers of the Company, including the named executive officers, in the event of an accounting restatement.