Quinstreet, Inc 8-K Filing

FAQ

Key Financial Figures

• $0.001 — ch Registered Common Stock, par value $0.001 per share QNST The Nasdaq Stock Mark
• $115.0 million — et to pay (i) at Closing, approximately $115.0 million in cash, subject to customary adjustmen
• $75.0 million — penses and net working capital and (ii) $75.0 million in additional post-Closing payments, pa

Filing Documents

• dp238321_8k.htm (8-K) — 35KB
• dp238321_ex0201.htm (EX-2.1) — 643KB
• dp238321_ex9901.htm (EX-99.1) — 16KB
• 0000950103-25-015690.txt ( ) — 996KB
• qnst-20251203.xsd (EX-101.SCH) — 3KB
• qnst-20251203_lab.xml (EX-101.LAB) — 33KB
• qnst-20251203_pre.xml (EX-101.PRE) — 22KB
• dp238321_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On November 30, 2025, QuinStreet, Inc., a Delaware corporation ("QuinStreet") entered into a Share Purchase Agreement (the "Purchase Agreement") by and among QuinStreet, SIREN GROUP AG d/b/a HomeBuddy, a company limited by shares ( Aktiengesellschaft) organized under the laws of Switzerland ("HomeBuddy"), the Shareholders listed on Schedule I thereto (each, a "Seller" and collectively, the "Sellers") and Maxym Entin, solely in his capacity as the representative of the Shareholders, pursuant to which QuinStreet has agreed to purchase from the Sellers all of the issued and outstanding equity securities of HomeBuddy (the "Share Purchase"), upon the terms, in the manner and subject to the conditions set forth in the Purchase Agreement. Any capitalized term that is used, but not defined, herein shall have the meaning ascribed to such term in the Purchase Agreement. The Purchase Agreement requires QuinStreet to pay (i) at Closing, approximately $115.0 million in cash, subject to customary adjustments, including adjustments for cash, debt, transaction expenses and net working capital and (ii) $75.0 million in additional post-Closing payments, payable in equal annual installments over a four-year period. The Share Purchase is subject to various closing conditions, including (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the absence of any legal restraint preventing the consummation of the Share Purchase or any transactions contemplated thereby, (iii) the accuracy of each party's representations and warranties (subject to materiality qualifiers) and performance by the parties of their respective obligations under the Purchase Agreement, (iv) the absence of a material adverse effect on HomeBuddy and (v) the satisfaction of other conditions customary for a transaction of this type. The Purchase Agreement contains certain

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On December 3, 2025, the QuinStreet issued a press release announcing, among other things, the signing of the Purchase Agreement, which is attached as Exhibit 99.1, and incorporated into this Item 7.01 by reference. The information contained herein, including the attached press release, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as may be expressly set forth by specific reference in such filing.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking expectations and timing related to potential benefits, terms and timing of the transaction. In some cases, you can identify forward-looking "target," "seek," "anticipate," "believe," "estimate," "predict," "potential," or "continue" or the negative of these terms or other comparable terminology. Other words and terms of similar meaning or import in connection with any discussion of future plans, actions, events or operating, financial or other performance identify forward-looking statements. You should not place undue reliance on forward-looking statements, because they involve known and unknown risks, uncertainties, and other factors that are, in some cases, beyond our control and that could materially affect actual results, levels of activity, performance. In particular, these forward-looking statements include statements regarding our pending acquisition of HomeBuddy, which is subject to closing conditions, and which may not be completed in a timely fashion or at all, disrupt our business operations, be more difficult or costly than expected or fail to achieve the anticipated benefits. Other factors that could materially affect actual results, levels of activity,

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits . Exhibit No. Description 2.1 Share Purchase Agreement, dated as of November 30, 2025, by and among QuinStreet, SIREN GROUP AG (d/b/a HomeBuddy), the Shareholders listed on Schedule I thereto and Maxym Entin, solely as the representative of the Shareholders.* 99.1 Press Release of QuinStreet dated December 3, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules (or similar attachments) to the Purchase Agreement have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. QuinStreet will furnish copies of such schedules to the SEC upon its request; provided, however, that QuinStreet may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished. 3

SIGNATURES

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 hereunto duly authorized. QUINSTREET, INC. Date: December 3, 2025 By: /s/ Doug Valenti Doug Valenti Chairman and Chief Executive Officer

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