Valenti Douglas 4

What Happened Douglas Valenti, CEO of QuinStreet, did not sell shares on the open market. On Feb 10, 2026, a total of 26,162 shares were relinquished to the company and cancelled to cover federal/state tax withholding arising from vested RSUs — these were reported as disposals at $11.74 per share for a total of $307,141. In the same set of transactions he disposed of (gifted) 45,088 shares to his children; the Form 4 shows the gift as a transfer with no cash proceeds. The shares surrendered to the issuer were used only to satisfy tax obligations, not sold for cash.

Key Details

• Transaction date: Feb 10, 2026; Form 4 filed Feb 12, 2026.
• Withheld/cancelled shares for taxes: 26,162 shares at $11.74 each = $307,141 reported.
• Gift: 45,088 shares transferred to Mr. Valenti’s children (reported as $0 proceeds). At the reported price ($11.74) those shares equal roughly $529,328 in market value.
• Footnotes: Transactions for tax withholding are exempt under Section 16b-3 (shares were relinquished to the issuer and cancelled in exchange for the issuer paying withholding). Footnote indicates the gifted shares are held by his children.
• Filing timeliness: Filed two days after the transfers; appears timely under Form 4 reporting rules.

Context These transactions reflect routine tax-withholding and a family gift rather than an open-market sale or purchase. Tax-withholding via share cancellation (or “net share settlement”) is common when RSUs vest — it reduces the insider’s share count but is not a direct market signal. Gifts likewise do not necessarily indicate the insider’s view of the company’s prospects.