QNST 10-K & 10-Q changes, risk factors and insider trading

Even if our content is effectively matched with advertisements or client offerings, our current clients may not continue to place marketing spend or advertisements on our websites or our third-party publisher or strategic partner websites. For example, macroeconomic conditions such as an economic downturn, a recession in the United States or other countries, a public health crises such as the COVID-19 pandemic and geopolitical conflicts such as the Russia-Ukraine military conflict and the Israel-Hamasongoing warconflict in the Middle East have impacted, and may continue to impact, our clients’ marketing spend in the short-term and potentially in the long-term. If any of our clients decide not to continue to place marketing spend or advertisements on our owned and operated websites or on our third-party publisher or strategic partner websites, we could experience a rapid decline in our revenue over a relatively short period of time. Any factors that limit the amount our clients are willing to and do spend on marketing or advertising with us, or to purchase marketing results from us, could have a material adverse effect on our business, financial condition, operating results and cash flows.

Furthermore, a substantial portion of our revenue is generated from a limited number of clients, including twoone clientsclient that accounted for 23% and 12%21% of our net revenue for the fiscal year 2025.2026. Our clients can generally terminate their contracts with us at any time or pause marketing spending without contract termination, and they do not have minimum spend requirements. Clients may also fail to renew their contracts or reduce their level of business with us, leading to lower revenue.

Worldwide economic conditions remain uncertain due to various global disruptions, including geopolitical events, such as war, the threat of war (including collateral damage from cyberwarfare and targeted security attacks), terrorist activity, natural disasters, climate change and extreme-weather related events, power shortages or outages, major public health issues, including pandemics, and significant local, national, or global events capturing the attention of a large part of the population, which could prevent or hinder our, our third-party publishers’ or our clients’ ability to do business, increase our costs, and negatively affect our stock price. Adverse consequences resulting from increasing economic or political conflicts between the United States and China, Russia’s invasion of Ukraine and the subsequent economic sanctions imposed by the U.S., NATO and other countries, the Israel-Hamasongoing warconflict in the Middle East and the possible expansion of such conflict in the surrounding areas, and various other market issues may have broader implications on economies outside of their respective regions, including increased instability in the worldwide financial markets and economy, increases in inflation, recessionary economic cycles, and enhanced volatility in foreign currency exchange rates. These uncertainties have in the past and may in the future cause our clients or potential clients to delay or reduce spending, which could negatively impact our revenue and operating results and make it difficult for us to accurately plan future business activities.

For example, regulation in data privacy and security is rapidly evolving in the U.S. and internationally, including laws, rules and regulations applying to the solicitation, collection, retention, deletion, sharing, use and other processing of personal information. At the U.S. federal level, we are subject to the laws and regulations promulgated under the authority of the Federal Trade Commission, which regulates unfair or deceptive acts or practices (including with respect to data privacy and security). At the state level, we are subject to the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, the “CCPA”). The CCPA requires covered businesses to, among other things, provide disclosures to California residents about their data collection, use, sharing and processing practices and, with limited business exceptions, the CCPA affords such individuals various rights with respect to their personal information, including to request deletion of personal information collected about them and to opt-out of certain personal information selling and sharing practices. A number of other states such as Oregon, Texas, Virginia, Colorado, Connecticut, and UtahUtah, among others, have also enacted or have adopted legislation that will become effective in 2027 to enact comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data. As applicable, such rights may include the right to access, correct, or delete certain personal data, and to opt-out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and services. Certain states also impose strict requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments, and allow for statutory fines for noncompliance. In addition, laws in all 50 U.S. states require businesses to provide notice under certain circumstances to consumers whose personal information has been disclosed as a result of a data breach.

Additionally, in connection with our owned and our third-party publishers’ telemarketing campaigns to generate traffic for our clients, we are subject to various state and federal laws regulating telemarketing communications (including SMS or text messaging), including the federal TCPA, which requires prior express written consent for certain types of telemarketing calls and adherence to “do-not-call” registry requirements which, in part, mandate that callers maintain and regularly update lists of consumers who have chosen not to be called and restrict calls to consumers who are on the national do-not-call list. As currently construed, the TCPA does not distinguish between voice and data, and, as such, text and SMS/MMS messages are also “calls” for the purpose of TCPA obligations and restrictions. For violations of the TCPA, the law provides for a private right of action under which a plaintiff may recover monetary damages of $500 for each call or text made in violation of the prohibitions on certain calls made using an artificial or pre-recorded voice or an automatic telephone dialing system and certain calls made to numbers properly registered on the federal “do-not-call” list. The TCPA and other similar state laws are subject to interpretations that may change. We regularly evaluate how this may apply to our business. Our efforts to comply with the TCPA have not had a material impact on traffic conversion rates. However, depending on future traffic and product mix, it could potentially have a material effect on our revenue and profitability, including increasing our and our clients’ exposure to enforcement actions, litigation and statutory damages. The TCPA regulations have resulted in an increase in individual and class action litigation against marketing companies for alleged TCPA violations. TCPA violations can result in significant financial penalties, including penalties or criminal fines imposed by the Federal Communications Commission (the “FCC”) or fines of up to $1,500 per violation imposed through private litigation or by state authorities. Additionally, we generate inquiries from users that provide a phone number, and a significant amount of revenue comes from calls made by our internal and third-party call centers as well as, in some cases, by third-party publishers’ call centers. We also purchase a portion of inquiry data from third-party publishers and cannot guarantee that these third-parties will comply with applicable laws and regulations. Any failure by us or the third-party publishers on which we rely for telemarketing, email marketing, and other performance marketing activities to adhere to or successfully implement appropriate processes and procedures in response to existing laws and regulations and changing regulatory requirements could result in legal and monetary liability, significant fines and penalties, or damage to our reputation in the marketplace, any of which could have a material adverse effect on our business, financial condition, and results of operations. Furthermore, our clients may make business decisions based on their own experiences with the TCPA regardless of our products and the changes we implemented to comply with the new regulations. These decisions may negatively affect our revenue or profitability.

NotwithstandingChanges in regulations, or the decisionregulatory fromenvironment, applicable to us or our media sources, third party publishers or clients could also have a material adverse effect on our business. For example, in December 2023, the U.S.FCC Court of Appeals for the Eleventh Circuit, theadopted new rules under the TCPA. The rules, among other things, allow the FCC to “red flag” certain numbers, requiring mobile carriers to block texts from those numbers. The rules also codify that the national Do-Not-Call list protections apply to text messaging, making it illegal for marketing texts to be sent to numbers on the national Do-Not-Call registry absent an applicable exception. The FCC order adopting the new rules also encourages providers to make email-to-text messages an opt-in service for end users. These new rules pertaining to text messaging took effect on March 26, 2024. The “one-to-one” and “logically and topically associated” consent rule, which has been appealed, is now scheduled to take effect on January 26, 2026, absent judicial intervention. The “red flag” blocking requirements requiring mobile wireless providers to block texts from phone numbers on a “reasonable” do-not-originate list and a similar rule which requires mobile wireless providers to block texts from numbers identified by the FCC through its Enforcement Bureau took effect in 2024.

As another example, in February 2024, the FCC adopted new rules governing the ability of call and text message recipients to revoke consent previously given and thereby “opt-out” of receiving future calls and text messages from a sender. These new rules specify when a call or text message recipient’s consent must be considered revoked and create certain presumptions about other forms of consent revocation that a sender of a call or text message can rebut pursuant to a totality of circumstances test administered by the FCC or a court. They also require valid consent revocations to be honored within a reasonable period not to exceed ten business days from receipt of such request. Additionally, when a recipient has consented to several categories of text messages from a sender and opt-out of a text message from that sender, the new rules permit a sender to seek to clarify the scope of the opt-out request through a one-time opt-out confirmation text message. This rule permitting a sender to seek such clarification through a one-time opt-out confirmation text message took effect on April 4, 2024. On April 7, 2025, the FCC issued a stay of the portion of the consent revocation rules requiring opt-outs across all channels and for all purposes in response to a consumer’s “STOP” request. The remaining proposed consent revocation rules regarding the ten-day revocation window and text responses took effect on April 11, 2025. As of January 6, 2026, the FCC extended a waiver for the “revoke-all” requirement to January 31, 2027, which was set to go into effect on April 11, 2026.

The FCC rules could have a material adverse impact on our media sources and our clients, especially smaller businesses, as they may not be able to continue to participate in, or may substantially reduce their participation in, the online advertising channel due to increased costs, technological compliance challenges and additional legal risks, including potential liabilities or claims relating to compliance. Decreased participation in online advertising by our media sources or clients as a result of the rules could have a material adverse impact on our business, results of operation and financial condition, as it may reduce the availability to us of qualified inquiries. Moreover, our business could be materially and adversely affected directly by the FCC’s rules, as we also generate a substantial portion of our revenue from our own operation of websites to generate qualified inquiries. WhileWe somealso of the rules have or will become effective in 2025,monitor recommendations for best practices from associations such as the Cellular Telecommunications Industry Association (“CTIA”), which may encourage mobile wireless carriers to require senders of SMS or text messages to comply with the amended rules ahead of the applicable effective dates. In addition, wireline and mobile wireless carriers or their service providers could elect to impose additional requirements, including with respect to prerecorded calls and the use of short codes and ten-digit long codes to transmit or receive text messages, which could have the effect of hindering our ability to contact consumers, which could have a material adverse effect on our business. The scope and application of these rules and related industry practices may be subject to changes and uncertainties. The operation of or compliance with the rules and related industry practices may decrease our revenues or increase our costs. In addition, any failure by us or our media sources or clients to comply with such laws and practices may subject us to significant liabilities.

Historically, quarterly and annual results of operations have fluctuated due to changes in our business, our industry and the general economic and regulatory climate. We expect our future results of operations to vary significantly from quarter to quarter due to a variety of factors, many of which are beyond our control. For example, pandemics such as the COVID-19 pandemic, trade policies (including the implementation of tariffs on U.S. imports and retaliatory tariffs) and geopolitical conflicts such as the Russian-Ukraine military conflict and the Israel-Hamasongoing war,conflict in the Middle East have previously, and may over the longer term, make our results of operations difficult to predict, especially for our credit-driven businesses. Furthermore, changes in monetary or fiscal policy as the result of pandemics, military conflicts or otherwise may have consequences to our businesses, including our credit-driven businesses, which are unprecedented or otherwise difficult to predict. Our fluctuating results of operations could cause our performance and outlook to be below the expectations of securities analysts and investors, causing the price of our common stock to decline. Our business changes and evolves over time, and, as a result, our historical results of operations may not be useful to you in predicting our future results of operations. Factors that may increase the volatility of our results of operations include, but are not limited to, the following:

Acquisitions have historically been, and continue to be, an important element of our overall corporate strategy and use of capital. In addition, we regularly review and assess strategic alternatives in the ordinary course of business, including potential acquisitions, investments or divestitures. These potential strategic alternatives may result in a wide array of potential strategic transactions that could be material to our financial condition and results of operations. For example, we acquired Siren Group AG ("HomeBuddy") in fiscal year 2026, BestCompany.com, LLC ("BestCompany") and Aqua Vida, LLC (“AquaVida”) in fiscal year 2024, Modernize, Inc. (“Modernize”), Mayo Labs, LLC (“Mayo Labs”) and FC Ecosystem, LLC (“FCE”) in fiscal year 2021, and AmOne Corp. (“AmOne”), CCM and MyBankTracker.com, LLC (“MBT”) in fiscal year 2019. Furthermore, we divested our education client vertical in fiscal year 2021, and we divested our B2B client vertical, our businesses in Brazil consisting of QuinStreet Brasil Online Marketing e Midia Ltda (“QSB”) and VEMM, LLC (“VEMM”) along with its interests in EDB, and our mortgage client vertical in the second half of fiscal year 2020.

Our acquisitions or investments could also result in dilutive issuances of our equity securities, the incurrence of debt or deferred purchase price obligations, contingent liabilities, amortization expense, impairment of goodwill or restructuring charges, any of which could harm our financial condition or results. For example, under our purchase agreement with HomeBuddy, the purchase consideration included $75.0 million in post-closing installment payments. Under our acquisition agreement with AquaVida, the purchase consideration included $4.0 million in post-closing payments and an estimated fair value of contingent consideration of $2.1 million. Under our acquisition agreement with CCM, the purchase consideration included $7.5 million in post-closing payments and an estimated fair value of contingent consideration of $3.6 million. Under our acquisition agreement with Modernize, the purchase consideration included $27.5 million in post-closing payments. Also, the anticipated benefit of many of our strategic transactions, including anticipated synergies, may not materialize. Employee retention may be adversely impacted as the result of acquisitions, and our ability to manage across multiple remote locations and business cultures could adversely affect the realization of anticipated benefits. In connection with a disposition of assets or a business, we may also agree to provide indemnification for certain potential liabilities or retain certain liabilities or obligations, which may adversely impact our financial condition or results.

domestic and international economic conditions, geopolitical conflicts such as the Russia-Ukraine military conflict and the resulting economic sanctions andand, the Israel-Hamasongoing warconflicts in the Middle East and the possible expansion of such conflict in the surrounding areas, and public health crises;

Our board of directors canceled the prior stock repurchase program that commenced in July 2017 and in April 2022 authorized athe new2022 stockStock repurchaseRepurchase programProgram allowing the repurchase of up to $40.0 million worthof common stock. In October 2025, the board of directors authorized the 2025 Stock Repurchase Program allowing us to repurchase up to $40.0 million of common stock. Repurchases under the 2025 Stock Repurchase Program may take place in the open market or in privately negotiated transactions and may be made under a Rule 10b5-1 plan. As of June 30, 2025,2026, approximately $16.8$25.4 million remained available for stock repurchases pursuant to the board2025 authorization.Stock Repurchase Program. There is no guarantee as to the exact number of shares that will be repurchased by us, and we may discontinue repurchases at any time. The timing and actual number of shares repurchased will depend on a variety of factors including the price, cash availability and other market conditions. The stock repurchase program, authorized by our board of directors, does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares. The stock repurchase program could affect the price of our stock and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of our stock. The existence of our stock repurchase program could also cause the price of our common stock to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our common stock. Additionally, repurchases under our stock repurchase program will diminish our cash reserves. There can be no assurance that any stock repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased such shares. Any failure to repurchase shares after we have announced our intention to do so may negatively impact our reputation and investor confidence in us and may negatively impact our stock price. Although our stock repurchase program is intended to enhance long-term stockholder value, short-term stock price fluctuations could reduce the program’s effectiveness.

While we anticipate that our existing cash and cash equivalentsequivalents, borrowings under our revolving loan facility, and the cash that we expect to generate from future operations will be sufficient to fund our operations for at least the next 12 months, we may need to raise additional capital, including debt capital, to fund operations in the future or to finance acquisitions. If we seek to raise additional capital in order to meet various objectives, including developing future technologies and services, increasing working capital, acquiring businesses, and responding to competitive pressures, capital may not be available on favorable terms or may not be available at all. Lack of sufficient capital resources could significantly limit our ability to take advantage of business and strategic opportunities. Any additional capital raised through the sale of equity or debt securities with an equity component would dilute our stock ownership. If adequate additional funds are not available, we may be required to delay, reduce the scope of, or eliminate material parts of our business strategy, including potential additional acquisitions or development of new technologies.

We have entered into and exited certain international markets and may enter into international markets in the future, including through acquisitions. We currently maintain offices and have employees outside of the United States. We also engage independent contractors in certain countries outside of the United States. We have limited experience in marketing, selling and supporting our services outside of the United States, and wemanaging our operations on an international scale consumes significant management resources. We may not be successful in introducing or marketing our services abroad.abroad or in conducting our business in international markets.

successfully navigating foreign laws and regulations, including marketing, data privacy and security, employment and labor rules and regulations;

If we are unable to successfully expand and market our services abroad, or adhere to the applicable laws, rules and regulations in the international markets in which our business and future growth may be harmed, and we may incur costs that may not lead to future revenue.

own or access targeted media through business arrangements (e.g., revenue sharing arrangements with online publisher partners, large and small) or by purchasing media (e.g., clicks from major search enginesengines, social media platforms and programmatic/display networks);

continuously seek to display clients and client offerings to visitors or consumers that result in the maximum number of consumers finding solutions that can meet their needs and to which they will take action to respond, resulting in media buying efficiency (e.g., by segmenting media or traffic so that the most appropriate clients or client offerings can be displayed or “matched” to each segment based on fit, response rates or conversion rates); and through technology and analytics, seek to optimize a combination of objectives to satisfy the maximum number of shopping or researching visitors or consumers, deliver on client marketing objectives, effectively compete for online media, and generate a sound financial outcome for us.

Our financial services client vertical represented 75%69% and 64%75% of net revenue in fiscal years 20252026 and 2024.2025. Our home services client vertical represented 24%31% and 35%25% of net revenue in fiscal years 20252026 and 2024. Other revenue, which primarily includes our performance marketing agency and technology services, represented 1% of net revenue in fiscal years 2025 and 2024.2025. We generated the majority of our revenue from sales to clients in the United States.

Acquisitions have historically been, and continue to be, an important element of our overall corporate strategy and use of capital. We have completed several strategic acquisitions, including the acquisitions of HomeBuddy completed in theJanuary past, including2026, the acquisitions of BestCompany and AquaVida completed in fiscal year 2024, the acquisitions of Modernize, Mayo Labs and FCE completed in fiscal year 2021, and the acquisitions of AmOne, CCM, and MBT completed in fiscal year 2019. For detailed information regarding our acquisitions,recent acquisition, refer to Note 6, Acquisitions to our consolidated financial statements.

Our business generates revenue primarily from fees earned through the delivery of qualified inquiries such as clicks, leads, calls, applications, or customers. We deliver targeted and measurable results through a vertical focus, which includes our financial services client vertical and our home services client vertical. All remaining businesses that are not significant enough for separate reporting are included in other revenue.

Cost of revenue consists primarily of media and marketing costs, personnel costs, amortization of intangible assets, depreciation expense and facilities expense. Media and marketing costs consist primarily of fees paid to third-party publishers, media owners or managers, or to strategic partners that are directly related to a revenue-generating event and of pay-per-click, or PPC, ad purchases from Internet search companies. We pay these third-party publishers, media owners or managers, strategic partners and Internet search companies on a revenue-share, a cost-per-lead, or CPL, or cost-per-click, or CPC, or cost-per-action, CPA basis. Personnel costs include salaries, stock-based compensation expense, bonuses, commissions and related taxes, and employee benefit costs. Personnel costs are primarily related to individuals associated with maintaining our servers and websites, our call center operations, our editorial staff, client management, creative team, content, compliance group and media purchasing analysts. Costs associated with software incurred in the development phase or obtained for internal use are capitalized and amortized to cost of revenue over the software’s estimated useful life.

General and Administrative. General and administrative expenses consist primarily of personnel costs of our finance, legal, employee benefits and compliance, technical support and other administrative personnel, accounting and legal professional services fees, facilities fees andfees, bad debt expense.expense, and fair value adjustments to contingent consideration related to the AquaVida acquisition.

Interest and other (expense) income, net, consists primarily of interest expense, interest income, and other income and expense. Interest expense is related to interest and fees related to our credit facility, and imputed interest on post-closing payments related to our acquisitions. WeBorrowings haveunder noour borrowingcredit agreementsfacility outstandingand as of June 30, 2025; howeverrelated interest expense could increase if,(or amongdecrease) other things,as we enter into a new borrowing agreementcontinue to manageimplement liquidityour acquisition strategy and draw down, or makerepay additionalon acquisitionsthe throughfacility, debtor financing.if our interest rates increase or decrease due to market factors or our operating performance. Interest income represents interest earned on our cash and cash equivalents, which may increase or decrease depending on market interest rates and the amounts invested. Other (expense) income, net includes impairment charge for investment in equity securities, gains and losses on foreign currency exchange, and other non-operating items.

Benefit from (Provision for) Income Taxes

We are subject to tax in the United States as well as other tax jurisdictions or countries in which we conduct business. Earnings from our limited non-U.S. activities are subject to local country income tax and may be subject to U.S. income tax.

Gross profit margin, which is the difference between net revenue and cost of revenue as a percentage of net revenue, was 10%11% and 8%10% in fiscal years 20252026 and 2024.2025. Our gross profit was $145.8 million for fiscal year 2026 compared to $110.9 million for fiscal year 2025 compared to $46.2 million for fiscal year 2024,2025, an increase of $64.6$34.9 million, or 140%.32%. The increase in gross profit margin was attributable to a decrease in personnel cost and depreciation as percentage of net revenue, offset by a higher mix of revenue from our financial services client vertical which had a higher media cost as a percentage of net revenue, partially offset by an increase in media and marketing costs as a percentage of net revenue.

Product development expenses increased by $3.8$3.4 million, or 13%,10%, in fiscal year 20252026 compared to fiscal year 2024.2025. This was primarily due to increased personnelstock-based costscompensation of $4.0 millionexpense due to higher employeeaverage compensationgrant expensedate share prices in the current year and increased stock-basedpersonnel compensationcost expense.due to higher headcount as a result of the HomeBuddy acquisition.

Sales and marketing expenses increased by $4.7$9.0 million, or 34%,49%, in fiscal year 20252026 compared to fiscal year 2024.2025. This was primarily due to increased personnel cost due to higher employeeheadcount compensationas expensea result of the HomeBuddy acquisition and retention bonus, and increased stock-basedamortization compensationexpense expense.due to the acquisition of related intangible assets.

General and administrative expenses increaseddecreased by $21.9$6.7 million, or 71%,13%, in fiscal year 20252026 compared to fiscal year 2024.2025. ThisThe decrease was primarily duedriven toby ana adjustmentlower toincrease in the fair value ofadjustments to contingent consideration fromrelated ourto the AquaVida acquisition compared to the prior year period of $17.1$12.0 million, increasedoffset stock-basedby compensationhigher expenseprofessional fees of $2.1$6.3 million asprimarily arelated resultto ofthe higherHomeBuddy average grant date share prices, increased professional services expense of $1.5 million, and increased bad debt expense of $1.3 million.acquisition.

Interest income relates to interest earned on our cash and cash equivalents. Interest expense relatesconsists toprimarily of financing costs associated with our revolving credit facility, and imputed interest on post-closing paymentsacquisition related topayment our acquisitions.obligations. Interest expense decreasedincreased by $0.3$4.0 million, or 41%,million in fiscal year 20252026 compared to fiscal year 20242025, primarily reflecting financing and interest costs associated with our revolving credit facility, as well as higher interest accretion on post-closing payment obligations related to the HomeBuddy acquisition due to decreased imputed interest on a lowerhigher average outstanding balance of thesuch post-closing payments. Other (expense) income, net, decreased by $1.9 million, or 91% in fiscal year 2025 compared to fiscal year 2024 primarily due impairment charge for investment in equity securities of $2.0 million recorded in third quarter of fiscal year 2024.obligations.

Benefit from (Provision for) Income Taxes

Our effective tax rate was 16.5%,(160.3%), (3.1%)16.5% and (222.4%3.1%) in fiscal years 2025,2026, 20242025 and 2023.2024. The increasechange in ourthe effective tax rate forin fiscal year 2025 compared to fiscal year 20242026 was primarily due to the Companyrelease generating pre-tax income inof the currentvaluation yearallowance comparedrelated to athe pre-taxUnited States federal and state deferred tax assets with the exception of capital loss incarryforwards, foreign NOLs and the priorCalifornia year.research and development tax credits.

We define adjusted EBITDA as net income (loss) lessexcluding depreciation and amortization expense, stock-based compensation expense, interest and other expense, net, provision for (benefit from) income taxes, restructuring costs, acquisition costs, litigation settlement expense, tax settlement expense, and contingent consideration adjustment.

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 and certain other items that we do not believe are indicative of our core operating activities (such as acquisition related expense, contingent consideration adjustment, litigation settlement expense, tax settlement expense, restructuring costs, and other expense, net) and the non-cash impact of depreciation and amortization expense and stock-based compensation expense.

should we enter into borrowing arrangements in the future, adjusted EBITDA does not reflect the interest expense or the cash requirements that may be necessary to service interest or principal payments on such indebtedness;

As of June 30, 2025,2026, our principal sources of liquidity consisted of cash and cash equivalents of $101.1$128.3 million andmillion, cash we expect to generate from future operations.operations, and our $150.0 million Revolving Credit Facility, from which we have drawn $70.0 million. Our cash and cash equivalents are maintained in highly liquid investments with remaining maturities of 90 days or less at the time of purchase. We believe our cash equivalents are liquid and accessible.

Our short-term and long-term liquidity requirements primarily arise from our working capital requirements, capital expenditures, internal software development costs, repurchases of our common stock, debt service and commitment fees on our $150.0 million revolving credit facility, and acquisitions from time to time. Our acquisitions also may have deferred purchase price components and contingent consideration which requires us to make a series of payments following the acquisition closing date. For example, on January 2, 2026, we completed the acquisition of HomeBuddy, pursuant to which we paid $114.8 million in cash at closing and we are obligated to pay $75.0 million in additional post-closing payments, payable in equal annual installments over a four-year period. Our primary operating cash requirements include the payment of media costs, personnel costs, costs of information technology systems and office facilities. Our ability to fund these requirements will depend on our future cash flows, which are determined, in part, by future operating performance and are, therefore, subject to prevailing global macroeconomic conditions and financial, business and other factors, some of which are beyond our control.control, and also our ability to access our revolving credit facility. Even though we may not need additional funds to fund anticipated liquidity requirements, we may still elect to obtain additional debt financing orfinancing, issue additional equity securities or draw down on or increase our borrowing capacity under our current revolving credit facility for other reasons.

In April 2022, ourthe Board of Directors authorized athe new2022 stockStock repurchaseRepurchase programProgram allowing the repurchase of up to $40.0 million worth of common stock. During the second quarter of fiscal year 2026, the Company had fully utilized the $40.0 million authorized for repurchase under the 2022 Stock Repurchase Program. In October 2025, the Board of Directors authorized the 2025 Stock Repurchase Program allowing the Company to repurchase up to $40.0 million of the outstanding shares of common stock. In fiscal year 2024,2026, wethe Company repurchased and retired 247,6182,308,491 shares of our common stock at an average price of $8.85$13.59 per shareshare, at a total cost of $2.2$31.4 million (including a broker commission of $0.03 per share). Repurchases under thisthese programprograms took place in the open market and were made under a Rule 10b5-1 plan.market. The repurchased shares of common stock were recorded as treasury stock and were accounted for under the cost method. There were no repurchases made during the fiscal year 2025. As of June 30, 2025,2026, approximately $16.8$25.4 million remained available for stock repurchases pursuant to the board authorization. There were no repurchases made during the fiscal year 2025.

We believe that our principalexisting sourcescash, ofcash liquidityequivalents, cash we expect to generate from future operations, and our available borrowings under our revolving credit facility will be sufficient to satisfy our currently anticipated cash requirements through at least the next 12 months and thereafter for the foreseeable future.

Cash flows from operating activities aregenerally primarily the result ofinclude our net (loss) income adjusted for depreciation and amortization, change in the fair value of contingent consideration, provision for sales returns and doubtful accounts receivable, stock-based compensation expense, non-cash lease expense, deferred income taxes, impairment of investment in equity securities and changes in working capital components. Cash provided by operating activities was $131.3 million in fiscal year 2026, compared to $85.0 million in fiscal year 2025,2025 compared toand $12.0 million in fiscal year 2024 and $11.8 million in fiscal year 2023.2024.

Net Cash Provided by (Used in) Financing Activities

Cash flows from financing activities generally include post-closing payments related to business acquisitions, payment of withholding taxes related to the release of restricted stock, net of share settlement, repurchases of common stock, proceeds from issuance of common stock under employee stock purchase plan and exercise of stock options.options, and borrowing from time to time. Cash provided by financing activities was $14.5 million in fiscal year 2026, compared to cash used in financing activities wasof $23.0 million in fiscal year 2025,2025 compared toand $12.5 million in fiscal year 2024 and $19.5 million in fiscal year 2023.2024.

In February 2010, we entered into a lease agreement and into a subsequent lease amendment in April 2018 for our corporate headquarters located at 950 Tower Lane, Foster City, California. In March 2023, the lease agreement was further amended, pursuant to which the corporate headquarters will bewas relocated to a different floor within the same building upon the expiration of the existing lease. The amended agreement commenced in fiscal year 2024, with a lease term of five years and onean option to extend the term of the lease for an additional three years.

TheWe Company accountsaccount for income taxes using an asset and liability approach to record deferred taxes. The Company’sOur deferred income tax assets represent temporary differences between the financial statement carrying amount and the tax basis of existing assets and liabilities that will result in deductible amounts in future years, including net operating loss carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets and liabilities are expected to be realized or settled. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. The CompanyWe regularly assess the realizability of our deferred tax assets. Judgment is required to determine whether a valuation allowance is necessary and the amount of such valuation allowance, if appropriate. TheWe Company considersconsider all available evidence, both positive and negative, to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the deferred tax assets will not be realized. In evaluating the need, or continued need, for a valuation allowance TheWe Company considers,consider, among other things, the nature, frequency and severity of current and cumulative taxable income or losses, forecasts of future profitability, and the duration of statutory carryforward periods. Our judgment regarding future profitability may change due to future market conditions, changes in U.S. or international tax laws and other factors.

TheWe Company recognizesrecognize tax benefits from an uncertain tax position only if it is more likely than not, based on the technical merits of the position, that the tax position will be sustained on examination by the tax authorities. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Interest and penalties related to unrecognized tax benefits are recognized within income tax expense.

We account for business combinations using the acquisition method, which requires that the total consideration for each of the acquired business be allocated to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

In determining the fair value of assets acquired and liabilities assumed in a business combination, we used the income approach to value our most significant acquired assets. Significant assumptions relating to our estimates in the income approach include base revenue, revenue growth rate net of client attrition, projected gross margin, discount rates, projected operating expenses and the future effective income tax rates. The valuations of our acquired businesses have been performed by a third-party valuation specialist under our management’s supervision. We believe that the estimated fair value assigned to the assets acquired and liabilities assumed are based on reasonable assumptions and estimates that marketplace participants would use. However, such assumptions are inherently uncertain and actual results could differ from those estimates. Future changes in our assumptions or the interrelationship of those assumptions may negatively impact future valuations. In future measurements of fair value, adverse changes in discounted cash flow assumptions could result in an impairment of goodwill or intangible assets that would require a non-cash charge to the consolidated statements of operations and comprehensive income (loss) and may have a material effect on our financial condition and operating results.

Furthermore, a substantial portion of our revenue is generated from a limited number of clients, including one client that accounted for 22%24% of our net revenue for the three months ended DecemberMarch 31, 2025,2026, and 21%22% of our net revenue for the sixnine months ended DecemberMarch 31, 2025.2026. Our clients can generally terminate their contracts with us at any time or pause marketing spending without contract termination, and they do not have minimum spend requirements. Clients may also fail to renew their contracts or reduce their level of business with us, leading to lower revenue.

domestic and international economic conditions, geopolitical conflicts such as the Russia-Ukraine military conflict and the resulting economic sanctions and, the ongoing conflictconflicts in the Middle East and the possible expansion of such conflict in the surrounding areas, and public health crises;

Our board of directors canceled the prior stock repurchase program that commenced in July 2017 and in April 2022 authorized the 2022 Stock Repurchase Program allowing the repurchase of up to $40.0 million of common stock. In October 2025, the board of directors authorized the 2025 Stock Repurchase Program allowing the company to repurchase up to $40.0 million of common stock. Repurchases under the 2025 Stock Repurchase Program may take place in the open market or in privately negotiated transactions and may be made under a Rule 10b5-1 plan. As of DecemberMarch 31, 2025,2026, $40.0 million remained available for stock repurchases pursuant to the 2025 Stock Repurchase Program. There is no guarantee as to the exact number of shares that will be repurchased by us, and we may discontinue repurchases at any time. The timing and actual number of shares repurchased will depend on a variety of factors including the price, cash availability and other market conditions. The stock repurchase program, authorized by our board of directors, does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares. The stock repurchase program could affect the price of our stock and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of our stock. The existence of our stock repurchase program could also cause the price of our common stock to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our common stock. Additionally, repurchases under our stock repurchase program will diminish our cash reserves. There can be no assurance that any stock repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased such shares. Any failure to repurchase shares after we have announced our intention to do so may negatively impact our reputation and investor confidence in us and may negatively impact our stock price. Although our stock repurchase program is intended to enhance long-term stockholder value, short-term stock price fluctuations could reduce the program’s effectiveness.

On January 2, 2026, in connection with our acquisition of HomeBuddy, we entered into the Financing Agreement by and among QuinStreet, Inc., MUFG Bank, LTD., as administrative agent for the lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and certain other parties signatory thereto. The Financing Agreement provided for a $150 million Revolving Credit Facility. The proceeds of the loans drawn under the Revolving Credit Facility were used to partially fund our acquisition of all of the issued and outstanding equity securities of HomeBuddy and may be used to fund our general working capital needs and for general corporate purposes. The stated maturity date of the Revolving Credit Facility is January 2, 2031. Our obligations under the Financing Agreement are secured by first-priority liens on substantially all our assets and the assets of certain of our subsidiaries, subject to certain excepts. As of JanuaryMarch 31, 2026, we have borrowed $70.0 million of the Revolving Credit Facility. See "Contractual Obligations" for further discussion.

Our financial services client vertical represented 75%67% and 74%71% of net revenue for the three and sixnine months ended DecemberMarch 31, 2025,2026, and 78%74% and 77%76% of net revenue for the three and sixnine months ended DecemberMarch 31, 2024.2025. Our home services client vertical represented 25%33% and 26%29% of net revenue for the three and sixnine months ended DecemberMarch 31, 2025,2026, and 22%26% and 23%24% for the three and sixnine months ended DecemberMarch 31, 2024.2025. We generated the majority of our revenue from sales to clients in the United States.

One client in our financial services client vertical accounted for 22%24% of net revenue for the three months ended DecemberMarch 31, 2025,2026, and 21%22% of net revenue for the sixnine months ended DecemberMarch 31, 2025.2026. TwoOne clientsclient in our financial services client vertical accounted for 23% and 18%27% of our net revenue for the three months ended DecemberMarch 31, 2024,2025, and 21%two clients accounted for 23% and 16%13% of our net revenue for the sixnine months ended DecemberMarch 31, 2024.2025.

Interest and other (expense) income, net, consists primarily of interest expense, interest income, and other income and expense. Interest expense is related to imputed interest on post-closing payments related to our acquisitions.acquisitions, Weand haveinterest noand borrowingfees agreementsrelated outstandingto asour ofcredit December 31, 2025.facility. Borrowings under our new credit facility and related interest expense could increase (or decrease) as we continue to implement our acquisition strategy and draw down, or repay on the facility, or if our interest rates increase or decrease due to market factors or our operating performance. Interest income represents interest earned on our cash and cash equivalents, which may increase or decrease depending on market interest rates and the amounts invested. Other (expense) income, net includes gains and losses on foreign currency exchange, and other non-operating items.

We are subject to tax in the United States as well as other tax jurisdictions or countries in which we conduct business. Earnings from our limited non-U.S. activities are subject to local country income tax and may be subject to U.S. income tax.

Net revenue increased by $5.2$76.3 million, or 2%,28%, for the three months ended DecemberMarch 31, 20252026 compared to the three months ended DecemberMarch 31, 2024.2025. Revenue from our home services client vertical increased by $8.4$44.2 million, or 13%,63%, primarily as a result of the acquisition of HomeBuddy which contributed $39.1 million in net revenue for the three months ended March 31, 2026, in addition to increased client budgetsbudgets, and successful execution of growth initiatives. Revenue from our financial services client vertical decreasedincreased by $3.1$32.1 million, or 1%,16%, primarily due to aan decreaseincrease in revenue in our insurance business of $7.3$38.2 million, attributable to higher demand from a broad base of carrier clients, offset by ana increase in revenuedecrease in our credit-drivenother businessesfinancial includingservices creditclient cards and personal loansverticals of $4.0$6.1 million.

Net revenue increased by $11.9$88.2 million, or 2%,11%, for the sixnine months ended DecemberMarch 31, 20252026 compared to the sixnine months ended DecemberMarch 31, 2024.2025. Revenue from our home services client vertical increased by $18.4$62.6 million, or 14%,31%, primarily as a result of the acquisition of HomeBuddy which contributed $39.1 million in net revenue for the nine months ended March 31, 2026, in addition to increased client budgetsbudgets, and successful execution of growth initiatives. Revenue from our financial services client vertical decreasedincreased by $6.6$25.5 million, or 2%,4%, primarily due to aan decreaseincrease in revenue in our insurance business of $5.5$32.8 millionmillion, andattributable to higher demand from a broad base of carrier clients, offset by a decrease in our credit-driven businesses including credit cards and personal loans of $4.8 million, offset by our banking business of $3.8$5.1 million.

Cost of revenue increased by $4.3$62.8 million, or 2%,26%, for the three months ended DecemberMarch 31, 20252026 compared to the three months ended DecemberMarch 31, 2024,2025, primarily driven by increased media and marketing costs of $6.1$62.0 million due to higher revenue volumesvolumes, and investmentsincreased intopersonnel newcost ownedof and$1.3 operated media sources,million, offset by decreased amortization expense of $1.3$1.2 million. Gross profit margin, which is the difference between net revenue and cost of revenue as percentage of net revenue, was 10%12% and 9%10% for the three months ended DecemberMarch 31, 20252026 and 2024.2025. The increase in gross profit margin was attributable to a decrease in personnel cost and depreciation cost as a percentage of net revenue, offset by an increase in media and marketing costs as a percentage of net revenue.

Cost of revenue increased by $12.4$75.2 million, or 2%,10%, for the sixnine months ended DecemberMarch 31, 20252026 compared to the sixnine months ended DecemberMarch 31, 2024,2025, primarily driven by increased media and marketing costs of $14.7$76.7 million due to higher revenue volumes and investments into new owned and operated media sources, and increased personnel cost of $1.7 million, offset by decreased amortization expense of $1.9$3.1 million. Gross profit margin, which is the difference between net revenue and cost of revenue as a percentage of net revenue, was 10% for both the sixnine months ended DecemberMarch 31, 20252026 and 2024.2025.

Product development expenses decreasedincreased by $0.4$1.4 million, or 5%,15%, for the three months ended DecemberMarch 31, 20252026 compared to the three months ended DecemberMarch 31, 2024,2025, primarily due to decreasedincreased personnel cost.cost due to higher headcount as a result of the HomeBuddy acquisition.

Product development expenses decreasedincreased by $0.9$0.5 million, or 5%,2%, for the sixnine months ended DecemberMarch 31, 20252026 compared to the sixnine months ended DecemberMarch 31, 2024,2025, primarily due to decreasedincreased personnel cost.cost due to higher headcount as a result of the HomeBuddy acquisition.

Sales and marketing expenses increased by $0.4$2.8 million, or 5%,55%, for the sixthree months ended DecemberMarch 31, 20252026 compared to the sixthree months ended DecemberMarch 31, 2024,2025, primarily due to increased personnel cost due to annualhigher meritheadcount raises.as a result of the HomeBuddy acquisition, and increased amortization expense due to the acquisition of related intangible assets.

General and administrative expenses decreasedincreased by $1.1$3.9 million, or 8%,44%, for the three months ended DecemberMarch 31, 20252026 compared to the three months ended DecemberMarch 31, 2024,2025, primarily due to the difference in thean increase in professional fees of $2.6 million principally related to our HomeBuddy acquisition, and a higher increase to the fair value of contingent consideration of $2.2$1.0 million, offset by an increase in professional fees of $1.9 million primarily related to our acquisition of Homebuddy.million.

General and administrative expenses decreased by $8.7$4.8 million, or 28%,12%, for the sixnine months ended DecemberMarch 31, 20252026 compared to the sixnine months ended DecemberMarch 31, 2024,2025. The decrease was primarily duedriven toby thea difference in thelower increase in the fair value of contingent consideration compared to the prior year period of $8.5$7.5 million and baddecreased debtpersonnel expensecosts of $1.3 million, offset by an increase inhigher professional fees of $2.5$5.1 million primarily related to ourthe acquisitionHomeBuddy of Homebuddy.acquisition.

We recorded a provision for income taxes of $0.8 million and benefit from income taxes of $48.9 million and $48.7$47.9 million for the three and sixnine months ended DecemberMarch 31, 2025,2026, and a benefitprovision fromfor income taxes of $45$0.5 thousandmillion and $94$0.4 thousandmillion for the three and sixnine months ended DecemberMarch 31, 2024.2025.

As of Decemberthe 31,second 2025,quarter of fiscal year 2026, we determined that sufficient positive evidence existed to conclude that substantially all of our valuation allowance was no longer needed and that it is more likely than not that we would be able to utilize the majority of the deferred tax assets. Accordingly, we recorded a net benefit from income taxes of $48.9 million and $48.7$47.9 million for the three and sixnine months ended DecemberMarch 31, 20252026 primarily related to the release of the valuation allowance for the majority of our federal and state deferred tax assets of $61.8$61.2 million.

As of DecemberMarch 31, 2025,2026, our principal sources of liquidity consisted of cash and cash equivalents of $107.0$102.0 million andmillion, cash we expect to generate from future operations.operations, Inand Januaryour 2026, we also entered into a new Financing Agreement that provides for a $150$150.0 million revolvingRevolving creditCredit facility,Facility, from which we hadhave drawn $70.0 million as of January 31, 2026.million. Our cash and cash equivalents are maintained in highly liquid investments with remaining maturities of 90 days or less at the time of purchase. We believe our cash equivalents are liquid and accessible.

Our short-term and long-term liquidity requirements primarily arise from our working capital requirements, capital expenditures, internal software development costs, repurchases of our common stock, debt service and commitment fees on our $150$150.0 million revolving credit facility, and acquisitions from time to time. Our acquisitions also may have deferred purchase price components and contingent consideration which requires us to make a series of payments following the acquisition closing date. For example, on January 2, 2026, the Companywe completed the acquisition of HomeBuddy, pursuant to which the Companywe paid $115.0$114.8 million in cash (subject to customary adjustments, including adjustments for cash, debt, transaction expenses and net working capital) at closing and is obligated to pay $75.0 million in additional post-closing payments, payable in equal annual installments over a four-year period. Our primary operating cash requirements include the payment of media costs, personnel costs, costs of information technology systems and office facilities. Our ability to fund these requirements will depend on our future cash flows, which are determined, in part, by future operating performance and are, therefore, subject to prevailing global macroeconomic conditions and financial, business and other factors, some of which are beyond our control, and also our ability to access our revolving credit facility. Even though we may not need additional funds to fund anticipated liquidity requirements, we may still elect to obtain additional debt financing, issue additional equity securities or draw down on or increase our borrowing capacity under our current revolving credit facility for other reasons.

In April 2022, our Board of Directors authorized the 2022 Stock Repurchase Program allowing the repurchase of up to $40.0 million worth of common stock. During the sixnine months ended DecemberMarch 31, 2025,2026, the Companywe repurchased and retired 1,121,745 shares of itsour common stock at an average price of $14.94 per share, at a total cost of $16.8 million (including a broker commission of $0.03 per share). Repurchases under this program took place in the open market and were made under a Rule 10b5-1 plan. The repurchased shares of common stock were recorded as treasury stock and were accounted for under the cost method. There were no repurchases made during the fiscal year 2025. As of DecemberOctober 31,22, 2025, we had fully utilized the $40.0 million authorized for repurchase under the 2022 Stock Repurchase Program was fully utilized.Program.

In October 2025, the Board of Directors authorized the 2025 Stock Repurchase Program allowing the Companyus to repurchase up to $40.0 million of itsour outstanding shares of common stock. Repurchases under this program may take place in the open market or in privately negotiated transactions and may be made under a Rule 10b5-1 plan. As of DecemberMarch 31, 2025,2026, no repurchases have been made under this program.

Cash flows from operating activities are primarily the result of our net income (loss) adjusted for depreciation and amortization, change in the fair value of contingent consideration, provision for sales returns and doubtful accounts receivable, stock-based compensation expense, non-cash lease expense, deferred income taxes, and changes in working capital components. Cash provided by operating activities was $41.2$78.2 million for the sixnine months ended DecemberMarch 31, 2025,2026, compared to cash provided by operating activities of $25.0$55.1 million for the sixnine months ended DecemberMarch 31, 2024.2025.

Cash provided by operating activities for the sixnine months ended DecemberMarch 31, 20252026 consisted of a net income of $54.8$62.1 million andmillion, a net increase in cash from changes in working capital of $1.9$13.7 million, offset byand non-cash adjustments of $15.4$2.3 million. The changes in working capital accounts were primarily attributable to an increase in accrued liabilities and accounts payable of $19.7$56.2 million, offset by an increase in accounts receivable of $18.3$44.9 million. TheThese increases in accrued liabilities, accounts payable, and accounts receivable were primarily due to higher revenue for the sixnine months ended DecemberMarch 31, 20252026 as compared to the sixnine months ended DecemberMarch 31, 2024,2025, and timing of receipts and payments. The non-cash adjustments primarily consisted of stock-based compensation expense of $27.2 million, and depreciation and amortization expense of $16.6 million, offset by a one-time non-cash benefit of $48.3$47.9 million related to our release of the valuation allowance for the majority of our federal and certain state deferred tax assets, offset by stock-based compensation expense of $18.8 million, and depreciation and amortization expense of $10.7 million.assets.

Cash provided by operating activities for the sixnine months ended DecemberMarch 31, 20242025 consisted of a net lossincome of $2.9$1.5 million and non-cash adjustments of $57.4 million offset by a net decrease in cash from changes in working capital of $14.9 million, offset by non-cash adjustments of $42.8$3.8 million. The non-cash adjustments primarily consisted of stock-based compensation expense of $17.5$24.5 million, depreciation and amortization expense of $12.7$18.6 million, change in the fair value of contingent consideration of $11.2$12.4 million, and provision for sales return and doubtful accounts receivable of $1.8$1.7 million. The changes in working capital accounts were primarily attributable to an increase in accounts receivable of $40.4$27.1 million and an increase in prepaid expenses and other assets of $4.3$2.5 million, offset by an increase in accrued liabilities of $22.5$18.1 million and an increase in accounts payable of $7.2$7.7 million. The increases in accounts receivable, and accrued liabilities and accounts payable were primarily due to higher revenue levels for the sixnine months ended DecemberMarch 31, 20242025 as compared to the sixnine months ended DecemberMarch 31, 2023,2024, and timing of receipts and payments.

Cash flows from investing activities generally include capital expenditures, capitalized internal software development costs, and acquisitions from time to time. Cash used in investing activities was $7.6$115.0 million for the sixnine months ended DecemberMarch 31, 2025,2026, compared to $5.4$8.4 million for the sixnine months ended DecemberMarch 31, 2024.2025.

Cash used in investing activities in the sixnine months ended DecemberMarch 31, 20252026 was primarily due to $105.3 million cash paid at the closing of the HomeBuddy acquisition, net of cash acquired, internal software development costs of $5.5$8.1 millionmillion, and capital expenditures of $2.1$2.6 million.

Cash used in investing activities in the sixnine months ended DecemberMarch 31, 20242025 was primarily due to internal software development costs and capital expenditures of $5.4$6.9 million.

Net Cash UsedProvided by (used in) Financing Activities

Cash flows from financing activities generally include post-closing payments related to business acquisitions, payment of withholding taxes related to the release of restricted stock, net of share settlement, repurchases of common stock, proceeds from issuance of common stock under employee stock purchase plan and exercise of stock options. Cash provided by financing activities was $37.8 million for the nine months ended March 31, 2026, compared to cash used in financing activities wasof $27.7$15.4 million for the sixnine months ended DecemberMarch 31, 2025, compared to $12.3 million for the six months ended December 31, 2024.2025.

Cash usedprovided inby financing activities in the sixnine months ended DecemberMarch 31, 20252026 was primarily due to the borrowings of $70.0 million under the Revolving Credit Facility and proceeds from the issuance of common stock under the employee stock purchase plan of $3.2 million, offset by repurchase of common stock of $16.8 million, payment of withholding taxes related to the release of restricted stock, net of share settlement of $7.7$9.4 millionmillion, and payment of post-closing payments and contingent consideration related to acquisitions of $4.6 million, offset by proceeds from the issuance of common stock under the employee stock purchase plan of $1.3$7.3 million.

Cash used in financing activities in the sixnine months ended DecemberMarch 31, 20242025 was due to payment of withholding taxes related to the release of restricted stock, net of share settlement of $8.5$11.3 million and payment of post-closing payments and contingent consideration related to acquisitions of $5.1$8.0 million, offset by proceeds from the exercise of stock options and issuance of common stock under the employee stock purchase plan of $1.2$3.9 million.

In January 2026, we completed our acquisition of HomeBuddy, which was financed in part with borrowings under our revolving credit facility. As of DecemberMarch 31, 2025,2026, $70.0 million was outstanding and classified as noncurrent debt, as the principal is contractually due on January 2, 2031. As of March 31, 2026, there were no other material changes in our contractual obligations as presented in Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for our fiscal year ended June 30, 2025. In January 2026, the Company completed its acquisition of HomeBuddy,which was financed in part with borrowings under our revolving credit facility. No obligations under our revolving credit facility were outstanding as of December 31, 2025.

Interest on the borrowings under the Revolving Credit Facility are payable at interest rates equal to, at our option, either: (a) a SOFR-based rate (subject to a 0.00% per annum floor), plus an applicable margin of up2.00% to 2.75% per annum depending on the Consolidated Total Net Leverage Ratio (as defined in the Financing Agreement), or (b) a base rate (subject to a 0.00% per annum floor), plus an applicable margin upof 1.00% to 1.75% per annum depending on the Consolidated Total Net Leverage Ratio (as defined in the Financing Agreement). The Financing Agreement requires us to pay the lenders with commitments under the Revolving Credit Facility an unused commitment fee of up0.25% to 0.40% 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 proceeds of the loans drawn under the Revolving Credit Facility are being used to partially fund our acquisition of HomeBuddy and may be used to fund our general working capital needs and general corporate purposes. As of JanuaryMarch 31, 2026, we had borrowings under our revolving credit facility of $70.0 million.