QUINSTREET, INC
For the period ended Jun 30, 2025. Filed Aug 21, 2025.
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FY2025 · Filed Aug 21, 2025
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Item 15. Exhibits, Financial Statement Schedules
(a) We have filed the following documents as part of this Annual Report on Form 10-K:
(1)Consolidated Financial Statements
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | 53 |
| Consolidated Balance Sheets | 55 |
| Consolidated Statements of Operations and Comprehensive Loss | 56 |
| Consolidated Statements of Stockholders’ Equity | 57 |
| Consolidated Statements of Cash Flows | 58 |
| Notes to Consolidated Financial Statements | 60 |
(2)Financial Statement Schedule for the Years ended June 30, 2025, 2024, and 2023
Schedule II: Valuation and Qualifying Account
The activity in the allowance for doubtful accounts and the deferred tax asset valuation allowance are as follows (in thousands):
| Balance at thebeginning of theyear | Charged toexpenses/againstrevenue (1) | Write-offsnet of recoveries | Balance at the end of the year | |
|---|---|---|---|---|
| Allowance for doubtful accounts | ||||
| Fiscal year 2023 | $1,536 | $2,740 | $(554) | $3,722 |
| Fiscal year 2024 | $3,722 | $935 | $(2,551) | $2,106 |
| Fiscal year 2025 | $2,106 | $2,181 | $(2,385) | $1,902 |
| Deferred tax asset valuation allowance | ||||
| Fiscal year 2023 | $7,160 | $52,396 | $— | $59,556 |
| Fiscal year 2024 | $59,556 | $8,113 | $— | $67,669 |
| Fiscal year 2025 | $67,669 | $1,618 | $— | $69,287 |
(1)
Additions to the allowance for doubtful accounts and the valuation allowance are charged to expense. Additions to the allowance for sales returns are charged against revenue.
All other financial statement schedules are omitted because they are not required or the required information is shown in the financial statements or notes thereto. See Part II, Item 8 “Financial Statements and Supplementary Data.
(3)Exhibits
The exhibits listed in the following Exhibit Index are filed or incorporated by reference into this report:
| Exhibit Number | Description of Exhibit | Form | File Number | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 3.1 | Amended and Restated Certificate of Incorporation. | S-1/A | 333-163228 | 3.2 | December 22, 2009 |
| 3.2 | Bylaws. | S-1/A | 333-163228 | 3.4 | December 22, 2009 |
| 4.1 | Form of QuinStreet, Inc.’s Common Stock Certificate. | S-1/A | 333-163228 | 4.1 | January 14, 2010 |
| 10.5+ | QuinStreet, Inc. 2010 Equity Incentive Plan. | S-8 | 333-165534 | 99.9 | March 17, 2010 |
| 10.6+ | Forms of Option Agreement and Option Grant Notice under 2010 Equity Incentive Plan (for non-executive officer employees). | S-8 | 333-165534 | 99.10 | March 17, 2010 |
| 10.7+ | Forms of Option Agreement and Option Grant Notice under 2010 Equity Incentive Plan (for executive officers). | S-8 | 333-165534 | 99.11 | March 17, 2010 |
| 10.8+ | Forms of Senior Management Restricted Stock Unit (RSU) Grant Notice and Agreement under 2010 Equity Incentive Plan (for executive officers). | 10-K | 001-34628 | 10.8 | August 23, 2012 |
| 10.9+ | Forms of Restricted Stock Unit (RSU) Grant Notice and Agreement under 2010 Equity Incentive Plan (for non-executive officer employees). | 10-K | 001-34628 | 10.9 | August 23, 2012 |
| 10.10+ | Form of Restricted Stock Unit Agreement under 2010 Equity Incentive Plan (for non-employee directors). | 10-K | 001-34628 | 10.10 | August 20, 2013 |
| 10.11+ | QuinStreet, Inc. 2010 Non-Employee Directors’ Stock Award Plan. | S-8 | 333-165534 | 99.12 | March 17, 2010 |
| 10.12+ | Forms of Option Agreement and Option Grant Notice for Initial Grants under the 2010 Non-Employee Directors’ Stock Award Plan. | S-8 | 333-165534 | 99.13 | March 17, 2010 |
| 10.13+ | Forms of Option Agreement and Option Grant Notice for Annual Grants under the 2010 Non-Employee Directors’ Stock Award Plan. | S-8 | 333-165534 | 99.14 | March 17, 2010 |
| 10.15+ | Annual Incentive Plan. | S-1/A | 333-163228 | 10.12 | January 14, 2010 |
| 10.18 | Office Lease Metro Center, dated as of February 25, 2010, between the registrant and CA-Metro Center Limited Partnership. | 10-Q | 001-34628 | 10.1 | May 12, 2010 |
| 10.19+ | Form of Indemnification Agreement made by and between QuinStreet, Inc. and each of its directors and executive officers. | S-1/A | 333-163228 | 10.19 | January 26, 2010 |
| 10.20 | Assurance of Voluntary Compliance dated June 26, 2012 by and among QuinStreet, Inc. and the Attorneys General of the States of Alabama, Arizona, Arkansas, Delaware, Florida, Idaho, Illinois, Iowa, Kentucky, Massachusetts, Mississippi, Missouri, Nevada, New York, North Carolina, Ohio, Oregon, South Carolina, Tennessee and West Virginia. | 8-K | 001-34628 | 10.1 | June 27, 2012 |
| 10.27+ | Forms of Senior Management Performance-Based Restricted Stock Unit (RSU) Grant Notice and Agreement under 2010 Equity Incentive Plan (for executive officers). | 10-K | 001-34628 | 10.27 | September 12, 2014 |
| 10.28+ | Form of Deferred Restricted Stock Unit Agreement under 2010 Non-Employee Directors’ Stock Award Plan. | 10-Q | 001-34628 | 10.1 | February 6, 2015 |
| 10.29 | Third Amendment, to the Second Amended and Restated Revolving Credit and Term Loan Agreement, as amended from time to time, dated as of June 11, 2015, by and among QuinStreet, Inc., Comerica Bank, as administrative agent, and certain lenders party thereto. | 8-K | 001-34628 | 10.1 | June 12, 2015 |
| 10.30+ | Forms of Performance-Based Restricted Stock Unit (RSU) Grant Notice and Agreement under 2010 Equity Incentive Plan (for non-executive officer employees). | 10-K | 001-34628 | 10.30 | August 19, 2015 |
| 10.31 | Counselor Agreement dated December 31, 2015 between the Company and William Bradley. | 10-Q | 001-34628 | 10.1 | February 9, 2016 |
| 10.32 | Form of Change in Control Severance Agreement. | 10-Q | 001-34628 | 10.1 | November 9, 2016 |
| 10.33+ | Forms of Restricted Stock Unit (RSU) Grant Notice and Agreement under 2010 Equity Incentive Plan (for employees with a Change in Control Severance Agreement). | 10-K | 001-34628 | 10.33 | September 8, 2017 |
| 10.34+ | Forms of Option Agreement and Option Grant Notice under 2010 Equity Incentive Plan (for employees with a Change in Control Severance Agreement). | 10-K | 001-34628 | 10.34 | September 8, 2017 |
| 10.35 | Amended Office Lease Metro Center, dated February 25, 2010 between the registrant and CA-Metro Center Limited Partnership | 10-K | 001-34628 | 10.35 | September 12, 2018 |
| 10.37+ | Forms of Performance-Based Restricted Stock Unit (RSU) Grant Notice and Agreement under 2010 Equity Incentive Plan with Revenue and Adjusted EBITDA Performance Metrics (for non-executive officer employees). | 10-Q | 001-34628 | 10.36 | November 9, 2018 |
| 10.38+ | Forms of Performance-Based Restricted Stock Unit (RSU) Grant Notice and Agreement under 2010 Equity Incentive Plan with Revenue and Adjusted EBITDA Performance Metrics (for executive officer). | 10-Q | 001-34628 | 10.37 | November 9, 2018 |
| 10.39+ | Forms of Performance-Based Restricted Stock Unit (RSU) Grant Notice and Agreement under 2010 Equity Incentive Plan with Revenue and Adjusted EBITDA Performance Metrics (for employees with a Change in Control Severance Agreement). | 10-Q | 001-34628 | 10.38 | November 9, 2018 |
| 10.40+ | QuinStreet, Inc. 2021 Employee Stock Purchase Plan | S-8 | 333-260769 | 99.1 | November 4, 2021 |
| 10.41# | Sixth Amendment to Office Lease Metro Center, dated March 16, 2023 between QuinStreet, Inc. and Hudson Metro Center, LLC | 10-K | 001-34628 | 10.41 | August 21, 2024 |
| 19.1 | QuinStreet, Inc. Policy Against Trading on the Basis of Inside Information | 10-K | 001-34628 | 19.1 | August 21, 2024 |
| 19.2 | QuinStreet, Inc. Trading Window and Trade Pre-Clearance Policy | 10-K | 001-34628 | 19.2 | August 21, 2024 |
| 19.3 | QuinStreet, Inc. Rule 10b5-a Trading Guidelines | 10-K | 001-34628 | 19.3 | August 21, 2024 |
| 21.1* | List of Subsidiaries | ||||
| 23.1* | Consent of Independent Registered Public Accounting Firm (PCAOB ID 238) | ||||
| 24.1* | Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K). | ||||
| 31.1* | Certification of the Chief Executive Officer of QuinStreet, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act. | ||||
| 31.2* | Certification of the Chief Financial Officer of QuinStreet, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act. | ||||
| 32.1** | Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer. | ||||
| 97.1+ | QuinStreet, Inc. Financial Restatement Compensation Recoupment Policy | 10-K | 001-34628 | 97.1 | August 21, 2024 |
| 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 Document | ||||
| 104* | Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101). | ||||
- Filed herewith.
** Furnished herewith.
- Indicates management contract or compensatory plan.
The schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. QuinStreet, Inc. will furnish copies of such schedules to the SEC upon its request; provided, however, that QuinStreet, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished.
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