UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report~~Section ~~(Date~~13 ofor ~~earliest event reported~~15(d)~~: December 3, 2025~~

~~QuinStreet, Inc. (Exact name~~ of ~~registrant~~The asSecurities ~~specified~~Exchange inAct ~~its~~of ~~charter)~~ 1934

Date of Report (Date of earliest event reported): January 2, 2026

QuinStreet, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-34628

77-0512121

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

950 Tower Lane, 12th Floor ~~Foster City, CA 94404 (Address of principal executive offices and zip code)~~

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 ~~Soliciting~~registered ~~material~~ pursuant to ~~Rule~~Section ~~14a-~~12(b) ~~under~~of 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))

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

(Nadaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 1.01 Entry into a Material Definitive Agreement

OnNew ~~November~~Senior ~~30,~~Secured ~~2025,~~Credit ~~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~~On ~~Purchase~~January ~~Agreement~~2, ~~requires~~2026, QuinStreet, Inc., a Delaware corporation (“QuinStreet”), toentered ~~pay~~into the senior secured credit agreement (ithe “Financing Agreement”) by atand ~~Closing~~among QuinStreet, ~~approximately $115~~Inc.0, ~~million~~as inborrower ~~cash~~(the “Borrower”), ~~subject~~MUFG toBank, ~~customary adjustments~~LTD., ~~including~~as ~~adjustments~~administrative agent for ~~cash,~~the lenders (in ~~debt~~such capacity, ~~transaction~~together ~~expenses~~with its successors and ~~net~~assigns ~~working~~in ~~capital~~such ~~and~~capacity, ~~(ii~~the “Administrative Agent”) ~~$75~~and certain other parties signatory thereto.0 ~~million~~The inFinancing ~~additional~~Agreement ~~post-Closing~~provides ~~payments,~~for ~~payable~~a innew ~~equal~~$150 ~~annual installments~~million ~~over~~revolving acredit ~~four-year~~facility ~~period~~(the “Revolving Credit Facility”).

The ~~Share~~proceeds ~~Purchase is subject to various closing conditions, including (i) the expiration or termination~~ of the ~~applicable~~loans drawn ~~waiting period~~ under the ~~Hart-Scott-Rodino Antitrust~~Revolving ~~Improvements~~Credit ~~Act~~Facility ofare ~~1976,~~being asused ~~amended,~~to ~~(ii)~~partially ~~the~~fund ~~absence~~QuinStreet’s acquisition of ~~any~~all ~~legal restraint preventing the consummation~~ of the ~~Share~~issued ~~Purchase~~and outstanding orequity ~~any~~securities ~~transactions~~of ~~contemplated~~SIREN ~~thereby,~~GROUP ~~(iii)~~AG ~~the~~d/b/a ~~accuracy~~HomeBuddy, ofa ~~each~~company ~~party’s~~limited ~~representations~~by ~~and~~shares ~~warranties~~ (~~subject to materiality qualifiers~~Aktiengesellschaft) and ~~performance~~organized byunder the ~~parties~~ laws of ~~their~~Switzerland ~~respective~~(“HomeBuddy”) ~~obligations~~and ~~under~~may ~~the~~be ~~Purchase~~used ~~Agreement,~~to ~~(iv)~~fund the ~~absence~~general ofworking acapital ~~material adverse~~needs ~~effect on HomeBuddy~~ and ~~(v)~~general ~~the~~corporate ~~satisfaction~~purposes of ~~other~~QuinStreet. The ~~conditions~~Revolving ~~customary~~Credit ~~for~~Facility astated ~~transaction~~maturity ofdate ~~this~~is ~~type~~January 2, 2031.

The ~~Purchase~~Borrower’s ~~Agreement~~obligations ~~contains~~under ~~certain termination rights for QuinStreet, HomeBuddy and~~ the ~~Sellers,~~Financing ~~including~~Agreement ifare ~~(i)~~secured ~~the Closing does not occur~~ by ~~February 13,~~first-priority ~~2026,~~liens ~~(ii)~~on ~~the~~substantially ~~other~~all ~~party~~assets ~~breaches any~~ of ~~its representations, warranties or covenants (subject to materiality thresholds and cure periods) or (iii) a legal restraint preventing~~ the ~~Share~~Borrower ~~Purchase has become final~~ and ~~nonappealable.~~certain ~~The Purchase Agreement does not~~subsidiaries, ~~provide~~subject ~~for~~to ~~any~~certain ~~termination fee payable by either party in the event the agreement is terminated~~excepts.

~~The~~Interest ~~Purchase~~on ~~Agreement~~the ~~contains~~borrowings ~~customary~~under ~~representations~~the Revolving Credit Facility is payable in arrears on the applicable interest payment date at an interest rate equal to, ~~warranties~~at ~~and~~QuinStreet’s option, ~~covenants~~either: (a) a SOFR-based rate (subject to a 0.00% per annum floor), plus an applicable margin of ~~QuinStreet~~up to 2.75% ~~HomeBuddy~~per ~~and~~annum depending on the ~~Sellers,~~Consolidated ~~which~~Total ~~shall~~Net ~~survive~~Leverage Ratio (as defined in the ~~Closing~~Financing Agreement) or (b) a base rate (subject to a 0.00% per ~~QuinStreet~~annum floor), plus an applicable margin up to 1.75% per annum depending on the Consolidated Total Net Leverage Ratio ~~and~~(as defined in the ~~Sellers~~Financing ~~have~~Agreement). ~~agreed~~The Financing Agreement requires the Borrower to ~~indemnify~~pay ~~each~~the ~~other~~lenders ~~for~~with ~~certain~~commitments ~~breaches~~under the Revolving Credit Facility an unused commitment fee of ~~representations,~~up ~~warranties~~to ~~and~~0.40% ~~covenants~~per annum depending on the Consolidated Total Net Leverage Ratio (as defined in the Financing Agreement) on the unused portion of the Revolving Credit Facility.

The ~~foregoing~~Financing ~~description of the Purchase~~ Agreement ~~does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase~~contains ~~Agreement,~~restrictions ~~which is attached hereto as Exhibit 2.1~~ and iscovenants ~~incorporated~~applicable ~~herein by reference. The Purchase Agreement has been included as an exhibit hereto solely~~ to ~~provide~~QuinStreet ~~investors~~ and ~~security holders with information regarding~~ its ~~terms~~subsidiaries. ItAmong isother ~~not intended to be a source of financial~~requirements, ~~business, or operational information about~~ QuinStreet, ~~HomeBuddy~~may ornot ~~their~~permit ~~respective~~(i) ~~subsidiaries~~the Consolidated orTotal ~~affiliates.~~Net ~~The~~Leverage ~~representations, warranties,~~Ratio ~~and~~(as ~~covenants~~defined ~~contained~~ in the ~~Purchase~~Financing Agreement) ~~are~~to ~~made~~be ~~only~~greater ~~for~~than ~~purposes~~a ofcertain ~~the~~specified ~~Purchase~~ratio ~~Agreement and are made as of specific dates; are solely~~ for ~~the~~any ~~benefit~~ date of ~~the~~determination ~~parties;~~during ~~may be subject to qualifications and limitations agreed upon by~~ the ~~parties in~~term ~~connection with negotiating the terms~~ of the ~~Purchase~~Financing Agreement, ~~including~~or ~~being~~(ii) ~~qualified by confidential disclosures made for~~ the ~~purpose~~ ofConsolidated ~~allocating~~Interest ~~contractual~~Coverage ~~risk~~Ratio ~~between the parties rather than establishing matters~~ (as ~~facts;~~defined ~~and~~in ~~may~~the ~~be subject to standards~~Financing ofAgreement) ~~materiality applicable~~ to ~~the~~be ~~contracting~~less ~~parties~~than ~~that~~a ~~differ~~certain ~~from~~specified ~~those~~ratio ~~applicable~~for ~~to investors or security holders. Investors and security holders should not rely on the representations, warranties and covenants or~~ any ~~description~~date ~~thereof as characterizations~~ of ~~the actual~~determination ~~state~~during ~~of facts or condition of QuinStreet, HomeBuddy, or their respective subsidiaries or affiliates. Moreover, information concerning~~ the ~~subject~~term ~~matter~~ of the ~~representations,~~Financing ~~warranties and covenants may change after the date of the Purchase~~ Agreement ~~which subsequent information may or may not be fully reflected in public disclosures~~.

~~Item~~The 7Financing Agreement also contains customary covenants that limit, among other things, the ability of QuinStreet and its subsidiaries to (i) incur indebtedness, (ii) incur liens on their property, (iii) pay dividends or make certain other distributions, (iv) sell their assets, (v) make certain loans or investments, (vi) merge or consolidate), (vii) voluntarily repay or prepay certain indebtedness and (viii) enter into transactions with affiliates, in each case subject to certain exceptions.01 ~~Regulation~~The FDFinancing ~~Disclosure~~Agreement contains customary representations and warranties and events of default.

OnThe ~~December~~foregoing 3,summary ~~2025,~~of the ~~QuinStreet issued a press~~ ~~release~~terms ~~announcing, among other things, the signing~~ of the ~~Purchase~~Financing Agreement, ~~which~~does isnot ~~attached~~purport asto ~~Exhibit~~be ~~99.1,~~complete and ~~incorporated into this Item 7.01 by reference. The information contained herein, including the attached press release,~~ is ~~furnished~~subject ~~pursuant~~ to, ~~Item 7.01 of Form 8-K~~ and ~~shall~~qualified ~~not~~in beits ~~deemed~~entirety ~~“filed”~~by, ~~for purposes of Section 18 of~~ the ~~Securities~~full ~~Exchange~~text ~~Act~~ of ~~1934 nor shall it~~ bethe ~~deemed~~Financing ~~incorporated~~Agreement, bya ~~reference~~copy inof ~~any~~which ~~filing~~is ~~under~~filed ~~the~~as ~~Securities~~Exhibit ~~Act~~10.1 ofto ~~1933~~this orCurrent ~~the~~Report ~~Securities~~on ~~Exchange~~Form ~~Act~~8-K ofand ~~1934~~is ~~except~~incorporated asherein ~~may be expressly set forth~~ by ~~specific~~ reference ~~in such filing~~.

~~Forward-Looking~~Item ~~Statements~~2.01 Completion of Acquisition or Disposition of Assets

~~This~~On ~~Current~~January ~~Report~~2, on2026, ~~Form~~QuinStreet ~~8-K~~completed ~~contains “forward-looking statements” within~~ the ~~meaning~~previously ofannounced ~~Section~~acquisition ~~27A~~ of ~~the~~all ~~Securities Act~~ of ~~1933 and Section 21E of~~ the ~~Securities~~issued ~~Exchange Act of 1934. These statements relate to future events or to future financial performance~~ and ~~involve~~outstanding ~~known and~~equity ~~unknown~~securities ~~risks, uncertainties, and other factors that may cause our actual results, levels~~ of ~~activity~~HomeBuddy, ~~performance,~~pursuant ~~or achievements~~ to bethat ~~materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking~~certain ~~statements.~~Share ~~This~~Purchase ~~includes,~~Agreement ~~but is not limited to, statements regarding estimates and forecasts of financial and performance metrics and expectations and timing related to potential benefits, terms and timing of~~ (the ~~transaction. In some cases, you can identify forward-looking statements by the use of words such as~~ “~~may,”~~Purchase ~~“could,~~Agreement” ~~“expect~~),” ~~“intend,”~~dated ~~“plan,” “target,”~~as ~~“seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative~~ of ~~these~~November ~~terms or other comparable terminology. Other words and terms of similar meaning or import in connection with any discussion of future plans~~30, ~~actions~~2025, ~~events~~by ~~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,~~among ~~uncertainties~~QuinStreet, 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~~Shareholders ~~actual~~(as ~~results,~~defined ~~levels of activity, performance, or achievements can be found~~ in ~~our~~the ~~quarterly~~Purchase ~~reports~~Agreement) listed on ~~Form~~Schedule ~~10-Q,~~I ~~annual~~thereto ~~reports on Form 10-K~~(each, ~~and~~a ~~current~~“Seller” ~~reports on Form 8-K filed with the Securities~~ and ~~Exchange Commission. If any of these risks or uncertainties materialize or if our underlying assumptions prove to be incorrect~~collectively, ~~actual~~the ~~results may vary significantly from what we projected. Any~~“Sellers”) ~~forward-looking statement in this Current Report on 8-K reflects our current views with respect to future events~~ and isMaxym ~~subject to these and other risks~~Entin, ~~uncertainties,~~solely ~~and~~in ~~assumptions~~his ~~relating~~capacity ~~to our operations, results of operations, growth strategy, and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, whether~~ as athe ~~result~~representative of ~~new~~the ~~information, future events, or otherwise~~Shareholders.

At closing, QuinStreet paid $115.0 million in cash, subject to certain adjustments as provided in the Purchase Agreement. Pursuant to the Purchase Agreement, QuinStreet is obligated to pay $75.0 million in additional post-closing payments, payable in equal annual installments over a four-year period.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 2.1 to QuinStreet’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 3, 2025 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information required by Item 2.03 relating to the Financing Agreement is contained in Item 1.01 of this Current Report on Form 8-K above and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses or Funds Acquired.

The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed with respect to Item 2.01.

(b) Pro Forma Financial Information.

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed with respect to Item 2.01.

(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.*
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 (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K dated December 3, 2025).
99.1		Press Release of QuinStreet dated December 3, 2025
10.1*		Financing Agreement dated as of January 2, 2026, by and among QuinStreet, as Borrower, the other Loan Parties thereto, the Lenders party thereto, the Issuing Banks party thereto and MUFG BANK, LTD., as Administrative Agent.
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.

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.~~	QUINSTREET, INC.
Date: December 3, 2025	By:	/s/ Doug Valenti
Date: January 2, 2026	By:	/s/ Doug Valenti
		Doug Valenti
		Name:	Doug Valenti
		Chairman and Chief Executive Officer
		Title:	Chairman and Chief Executive Officer

Filing Compare · QUINSTREET, INC