8-K

QUINSTREET, INC (QNST)

8-K 2025-08-07 For: 2025-08-07
View Original
Added on April 10, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2025

QUINSTREET, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-34628 77-0512121
(State or other jurisdiction<br><br>of incorporation) (Commission<br><br>File Number) (I.R.S. Employer<br><br>Identification No.)

950 Tower Lane, 12th Floor

Foster City, CA 94404

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (650) 578-7700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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<br><br>(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 7, 2025, QuinStreet, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the fourth quarter ended June 30, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

The information furnished under Item 2.02 of this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into the Company’s filings with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit

Exhibit<br><br>Number Description
99.1 Press release dated August 7, 2025.
104 Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101.

SIGNATURE

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.
Dated: August 7, 2025 By: /s/ Gregory Wong
Gregory Wong
Chief Financial Officer

EX-99.1

Exhibit 99.1

QuinStreet Reports Fiscal Fourth Quarter and FY2025 Results

  • FYQ4 Revenue up 32% YoY to $262 million, with strong margin growth
  • FYQ4 Auto Insurance revenue up 62% YoY; Home Services revenue up 21%
  • FY25 Revenue grew 78% to $1.1 billion
  • FY25 Net Income grew to $4.7 million, from Net Loss of $31.3 million in FY24
  • FY25 Adj. EBITDA grew 299% to $81.3 million, from $20.4 million in FY24
  • Margins expected to continue to expand in FY26
  • Strong cash flows and balance sheet, cash over $100 million, no bank debt

FOSTER CITY, CA – August 7, 2025 – QuinStreet, Inc. (Nasdaq: QNST), a leader in performance marketplaces and technologies for the financial services and home services industries, today announced financial results for the fiscal fourth quarter and fiscal year ended June 30, 2025.

For the fiscal fourth quarter, the Company reported revenue of $262.1 million, up 32% year-over-year.

GAAP net income for the fiscal fourth quarter was $3.2 million, or $0.06 per diluted share. Adjusted net income for the fiscal fourth quarter was $14.7 million, or $0.25 per diluted share.

Adjusted EBITDA for the fiscal fourth quarter was $22.1 million, up 101% year-over-year.

For full fiscal year 2025, the Company reported revenue of $1.1 billion, up 78% year-over-year.

GAAP net income for fiscal year 2025 was $4.7 million, or $0.08 per share. Adjusted net income for fiscal year 2025 was $51.4 million or $0.88 per diluted share.

Adjusted EBITDA for fiscal year 2025 was $81.3 million, up 299% year-over.

For full fiscal year 2025, the Company generated $85.0 million in operating cash flow and closed the year with $101.1 million in cash and cash equivalents and no bank debt.

“We delivered strong revenue growth and margin expansion again in FYQ4, capping a fiscal year 2025 of excellent financial and operating progress,” commented Doug Valenti, CEO of QuinStreet. “Full year revenue grew 78%. Full year Adjusted EBITDA grew 299%. The results include ongoing investments and early contributions from important market and product initiatives that we expect to fuel further growth at scale and margin expansion into the future.”

“Renewed demand from Auto Insurance clients was a key component of fiscal 2025 success, even as carrier spending growth moderated in the second half of the fiscal year due, at least in part, to tariff uncertainties. Some clients have recently begun to re-accelerate spending, and we expect strong sequential Auto Insurance revenue growth in FYQ1.”

"Looking further ahead, we believe that there is significant pent-up demand in Auto Insurance. Client spend is still generally guarded versus potential due to remaining tariff uncertainties. We are going to continue to invest aggressively to be positioned to prosper from that growing demand as it comes, just as we have done so successfully over past cycles.”

“Turning to our outlook, we expect revenue in fiscal Q1 to be about $280 million and Adjusted EBITDA to be about $20 million. Our initial view of full fiscal year 2026 is that revenue will grow about 10%, and Adjusted EBITDA will grow about 20%, as we work to further expand margins.”

Conference Call Today at 2:00 p.m. PT

The Company will host a conference call and corresponding live webcast at 2:00 p.m. PT. To access the conference call dial +1 800-717-1738 (domestic) or +1 646-307-1865 (international). A replay of the conference call will be available beginning approximately two hours after the completion of the call by dialing +1 844-512-2921 (domestic) or +1 412-317-6671 (international) and using passcode #1170966. The webcast of the conference call will be available live and via replay on the investor relations section of the Company's website at http://investor.quinstreet.com.

About QuinStreet

QuinStreet, Inc. (Nasdaq: QNST) is a leader in performance marketplaces and technologies for the financial services and home services industries. QuinStreet is a pioneer in delivering online marketplace solutions to match searchers with brands in digital media, and is committed to providing consumers with the information and tools they need to research, find and select the products and brands that meet their needs.

Non-GAAP Financial Measures and Definitions of Client Verticals

This release and the accompanying tables include a discussion of adjusted EBITDA, adjusted net income, adjusted diluted net income per share and free cash flow and normalized free cash flow, all of which are non-GAAP financial measures that are provided as a complement to results provided in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The term "adjusted EBITDA" refers to a financial measure that we define as net income (loss) less provision for income taxes, depreciation expense, amortization expense, stock-based compensation expense, interest and other expense, net, acquisition costs, contingent consideration adjustment, litigation settlement expense, tax settlement expense, and restructuring costs. The term "adjusted net income" refers to a financial measure that we define as net income (loss) adjusted for amortization expense, stock-based compensation expense, acquisition costs, contingent consideration adjustment, litigation settlement expense, tax settlement expense, restructuring costs, and impairment of investment, net of estimated taxes. The term "adjusted diluted net income per share" refers to a financial measure that we define as adjusted net income divided by weighted average diluted shares outstanding. The term “free cash flow” refers to a financial measure that we define as net cash provided by operating activities, less capital expenditures and internal software development costs. The term “normalized free cash flow” refers to free cash flow less changes in operating assets and liabilities. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. In addition, our definition of adjusted EBITDA, adjusted net income, adjusted diluted net income per share and free cash flow and normalized free cash flow may not be comparable to the definitions as reported by other companies.

We believe adjusted EBITDA, adjusted net income and adjusted diluted net income per share are relevant and useful information because they provide us and investors with additional measurements to analyze the Company's operating performance.

Adjusted EBITDA is useful to us and investors because (i) we seek to manage our business to a level of adjusted EBITDA as a percentage of net revenue, (ii) it is used internally by us for planning purposes, including preparation of internal budgets; to allocate resources; to evaluate the effectiveness of operational strategies and capital expenditures as well as the capacity to service debt, (iii) it is a key basis upon which we assess our operating performance, (iv) it is one of the primary metrics investors use in evaluating Internet marketing companies, (v) it is a factor in determining compensation, (vi) it is an element of certain financial covenants under our historical borrowing arrangements, and (vii) it is a factor that assists investors in the analysis of ongoing operating trends. In addition, we believe adjusted EBITDA and similar measures are widely used by investors, securities analysts, ratings agencies and other interested parties in our industry as a measure of financial performance, debt-service capabilities and as a metric for analyzing company valuations.

We use adjusted EBITDA as a key performance measure because we believe it facilitates operating performance comparisons from period to period by excluding potential differences caused by variations in capital structures (affecting interest expense), tax positions (such as the impact of changes in effective tax rates or fluctuations in permanent differences or discrete quarterly items), non-recurring charges, certain other items that we do not believe are indicative of core operating activities (such as litigation settlement expense, tax settlement expense, acquisition costs, contingent consideration adjustment, restructuring costs and other income and expense) and the non-cash impact of depreciation expense, amortization expense and stock-based compensation expense.

With respect to our adjusted EBITDA guidance, the Company is not able to provide a quantitative reconciliation to the most directly comparable GAAP financial measure without unreasonable efforts due to the high variability, complexity and low visibility with respect to certain items such as taxes, and income and expense from changes in fair value of contingent consideration from acquisitions. We expect the variability of these items to have a potentially unpredictable and potentially significant impact on future GAAP financial results, and, as such, we also believe that any reconciliations provided would imply a degree of precision that would be confusing or misleading to investors.

Adjusted net income and adjusted diluted net income per share are useful to us and investors because they present an additional measurement of our financial performance, taking into account depreciation, which we believe is an ongoing cost of doing business, but excluding the impact of certain non-cash expenses (stock-based compensation, amortization of intangible assets, and contingent consideration adjustment), non-recurring charges and certain other items that we do not believe are indicative of core operating activities. We believe that analysts and investors use adjusted net income and adjusted diluted net income per share as supplemental measures to evaluate the overall operating performance of companies in our industry.

Free cash flow is useful to investors and us because it represents the cash that our business generates from operations, before taking into account cash movements that are non-operational, and is a metric commonly used in our industry to understand the underlying cash generating capacity of a company’s financial model. Normalized free cash flow is useful as it removes the fluctuations in operating assets and liabilities that occur in any given quarter due to the timing of payments and cash receipts and therefore helps investors understand the underlying cash flow of the business as a quarterly metric and the cash flow generation potential of the business model. We believe that analysts and investors use free cash flow multiples as a metric for analyzing company valuations in our industry.

We intend to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting. A reconciliation of these non-GAAP measures to GAAP is provided in the accompanying tables.

Legal Notice Regarding Forward Looking Statements

This press release and its attachments contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties. Words such as "estimate", "will”, "believe", “expect”, "intend", “outlook”, "potential", “promises” and similar expressions are intended to identify forward-looking statements. These forward-looking statements include the statements in quotations from management in this press release, as well as any statements regarding the Company's anticipated financial results, growth and strategic and operational plans and results of analyses on impairment charges. The Company's actual results may differ materially from those anticipated in these forward-looking statements. Factors that may contribute to such differences include, but are not limited to: the Company’s ability to maintain and increase client marketing spend; the Company's ability, whether within or outside the Company’s control, to maintain and increase the number of visitors to its websites and to convert those visitors and those to its third-party publishers' websites into client prospects in a cost-effective manner; the Company's exposure to data privacy and security risks; the impact of changes in industry standards and government regulation including, but not limited to investigation enforcement activities or regulatory activity by the Federal Trade Commission, the Federal Communications Commission, the Consumer Finance Protection Bureau and other state and federal regulatory agencies; the impact of changes in our business, our industry, and the current economic and regulatory climate on the Company’s quarterly and annual results of operations; the Company's ability to compete effectively against others in the online marketing and media industry both for client budget and access to third-party media; the Company’s ability to protect our intellectual property rights; and the impact from risks relating to counterparties on the Company's business. More information about potential factors that could affect the Company's business and financial results are contained in the Company's annual report on Form 10-K and quarterly reports on Form 10-Q as filed with the Securities and Exchange Commission ("SEC"). Additional information will also be set forth in the Company's annual report on Form 10-K for the fiscal year ended June 30, 2025, which will be filed with the SEC. The Company does not intend and undertakes no duty to release publicly any updates or revisions to any forward-looking statements contained herein.

Investor Contact:

Robert Amparo

(347) 223-1682

ramparo@quinstreet.com

QUINSTREET, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

June 30, June 30,
2025 2024
Assets
Current assets:
Cash and cash equivalents $ 101,078 $ 50,488
Accounts receivable, net 135,804 111,786
Prepaid expenses and other assets 8,644 6,813
Total current assets 245,526 169,087
Property and equipment, net 16,818 19,858
Operating lease right-of-use assets 9,620 10,440
Goodwill 125,056 125,056
Intangible assets, net 28,475 38,008
Other assets, noncurrent 5,612 6,097
Total assets $ 431,107 $ 368,546
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 62,247 $ 48,204
Accrued liabilities 87,225 68,822
Other liabilities 13,572 9,372
Total current liabilities 163,044 126,398
Operating lease liabilities, noncurrent 7,382 7,879
Other liabilities, noncurrent 16,637 17,444
Total liabilities 187,063 151,721
Stockholders' equity:
Common stock 58 55
Additional paid-in capital 369,958 347,449
Accumulated other comprehensive loss (268 ) (268 )
Accumulated deficit (125,704 ) (130,411 )
Total stockholders' equity 244,044 216,825
Total liabilities and stockholders' equity $ 431,107 $ 368,546

QUINSTREET, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

Three Months Ended Fiscal Year Ended
June 30, June 30,
2025 2024 2025 2024
Net revenue $ 262,054 $ 198,321 $ 1,093,711 $ 613,514
Cost of revenue (1) 234,204 180,888 982,840 567,268
Gross profit 27,850 17,433 110,871 46,246
Operating expenses: (1)
Product development 7,692 7,588 33,872 30,045
Sales and marketing 3,922 3,531 18,289 13,607
General and administrative 12,360 7,753 52,517 30,659
Operating income (loss) 3,876 (1,439 ) 6,193 (28,065 )
Interest income 3 27 23 408
Interest expense (84 ) (165 ) (400 ) (680 )
Other (expense) income, net (46 ) (98 ) (183 ) (2,059 )
Income (loss) before income taxes 3,749 (1,675 ) 5,633 (30,396 )
(Provision for) benefit from income taxes (543 ) (489 ) (926 ) (935 )
Net income (loss) $ 3,206 $ (2,164 ) $ 4,707 $ (31,331 )
Net income (loss) per share:
Basic $ 0.06 $ (0.04 ) $ 0.08 $ (0.57 )
Diluted $ 0.06 $ (0.04 ) $ 0.08 $ (0.57 )
Weighted-average shares of common stock used in computing net income (loss) per share:
Basic 57,066 55,380 56,477 54,917
Diluted 58,240 55,380 58,300 54,917
(1) Cost of revenue and operating expenses include stock-based compensation expense as follows:
Cost of revenue $ 2,764 $ 1,925 $ 11,658 $ 8,409
Product development 1,062 748 4,386 3,147
Sales and marketing 1,008 811 4,408 2,968
General and administrative 2,400 2,140 11,314 9,177

QUINSTREET, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Three Months Ended Fiscal Year Ended
June 30, June 30,
2025 2024 2025 2024
Cash Flows from Operating Activities
Net income (loss) $ 3,206 $ (2,164 ) $ 4,707 $ (31,331 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 5,858 6,681 24,506 23,957
Stock-based compensation 7,234 5,624 31,766 23,701
Impairment of investment in equity securities 2,000
Change in the fair value of contingent consideration 4,700 17,094
Provision for sales returns and doubtful accounts receivable 486 188 2,179 896
Deferred income taxes 103 410 381 597
Non-cash lease expense (income) 12 46 47 (513 )
Other adjustments, net 223 (1,027 ) 53 (1,131 )
Changes in assets and liabilities:
Accounts receivable 951 (12,335 ) (26,197 ) (44,934 )
Prepaid expenses and other assets 685 659 (1,830 ) 2,966
Accounts payable 6,073 8,183 13,774 10,480
Accrued liabilities 366 10,289 18,500 25,351
Net cash provided by operating activities 29,897 16,554 84,980 12,039
Cash Flows from Investing Activities
Internal software development costs (2,507 ) (2,474 ) (9,371 ) (11,377 )
Capital expenditures (548 ) (1,174 ) (2,071 ) (5,348 )
Acquisitions, net of cash acquired (4,510 )
Other investing activities (1 ) (1 ) (1,500 )
Net cash used in investing activities (3,056 ) (3,648 ) (11,443 ) (22,735 )
Cash Flows from Financing Activities
Proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan 33 196 3,956 3,491
Payment of withholding taxes related to release of restricted stock, net of share settlement (1,901 ) (1,768 ) (13,224 ) (6,688 )
Post-closing payments and contingent consideration related to acquisitions (5,743 ) (453 ) (13,728 ) (7,026 )
Repurchase of common stock (2,288 )
Net cash used in financing activities (7,611 ) (2,025 ) (22,996 ) (12,511 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash 33 5 50 18
Net increase (decrease) in cash, cash equivalents and restricted cash 19,263 10,886 50,591 (23,189 )
Cash, cash equivalents and restricted cash at beginning of period 81,831 39,617 50,503 73,692
Cash, cash equivalents and restricted cash at end of period $ 101,094 $ 50,503 $ 101,094 $ 50,503
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets
Cash and cash equivalents $ 101,078 $ 50,488 $ 101,078 $ 50,488
Restricted cash included in other assets, noncurrent 16 15 16 15
Total cash, cash equivalents and restricted cash $ 101,094 $ 50,503 $ 101,094 $ 50,503

QUINSTREET, INC.

RECONCILIATION OF NET INCOME (LOSS) TO

ADJUSTED NET INCOME

(In thousands, except per share data)

(Unaudited)

Three Months Ended Fiscal Year Ended
June 30, June 30,
2025 2024 2025 2024
Net income (loss) $ 3,206 $ (2,164 ) $ 4,707 $ (31,331 )
Amortization of intangible assets 2,292 2,873 9,533 10,707
Stock-based compensation 7,234 5,624 31,766 23,701
Acquisition costs 8 64 124 94
Litigation settlement expense 290 847
Impairment of investment in equity securities 2,000
Restructuring costs 168 100 733 678
Contingent consideration adjustment 4,700 17,094
Tax impact after non-GAAP items (3,222 ) 44 (13,364 ) 454
Adjusted net income $ 14,676 $ 6,541 $ 51,440 $ 6,303
Adjusted diluted net income per share $ 0.25 $ 0.11 $ 0.88 $ 0.11
Weighted average shares used in computing adjusted diluted net income per share 58,240 57,367 58,300 56,248

QUINSTREET, INC.

RECONCILIATION OF NET INCOME (LOSS) TO

ADJUSTED EBITDA

(In thousands)

(Unaudited)

Three Months Ended Fiscal Year Ended
June 30, June 30,
2025 2024 2025 2024
Net income (loss) $ 3,206 $ (2,164 ) $ 4,707 $ (31,331 )
Interest and other expense, net 127 236 560 2,331
Benefit from income taxes 543 489 926 935
Depreciation and amortization 5,858 6,681 24,506 23,957
Stock-based compensation expense 7,234 5,624 31,766 23,701
Acquisition costs 8 64 124 94
Litigation settlement expense 290 847
Contingent consideration adjustment 4,700 17,094
Restructuring costs 168 100 733 678
Adjusted EBITDA $ 22,134 $ 11,030 $ 81,263 $ 20,365

QUINSTREET, INC.

RECONCILIATION OF CASH PROVIDED BY

OPERATING ACTIVITIES TO FREE CASH FLOW

AND NORMALIZED FREE CASH FLOW

(In thousands)

(Unaudited)

Three Months Ended Fiscal Year Ended
June 30, June 30,
2025 2024 2025 2024
Net cash provided by operating activities $ 29,897 $ 16,554 $ 84,980 $ 12,039
Capital expenditures (548 ) (1,174 ) (2,071 ) (5,348 )
Internal software development costs (2,507 ) (2,474 ) (9,371 ) (11,377 )
Free cash flow $ 26,842 $ 12,906 $ 73,538 $ (4,686 )
Changes in operating assets and liabilities (8,075 ) (5,747 ) (4,247 ) 7,012
Normalized free cash flow $ 18,767 $ 7,159 $ 69,291 $ 2,326

QUINSTREET, INC.

DISAGGREGATION OF REVENUE

(In thousands)

(Unaudited)

Three Months Ended Fiscal Year Ended
June 30, June 30,
2025 2024 2025 2024
Net revenue:
Financial Services $ 186,608 $ 136,870 $ 817,157 $ 392,579
Home Services 71,696 59,309 261,794 211,944
Other Revenue 3,750 2,142 14,760 8,991
Total net revenue $ 262,054 $ 198,321 $ 1,093,711 $ 613,514