QUINSTREET, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (PCAOB ID 238) 54 Consolidated Balance Sheets 57 Consolidated Statements of Operations and Comprehensive Income (Loss) 58 Consolidated Statements of Stockholders’ Equity 59 Consolidated Statements of Cash Flows 60 Notes to Consolidated Financial Statements 62 53 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of QuinStreet, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of QuinStreet Inc. and its subsidiaries (the “Company”) as of June 30, 2026 and 2025, and the related consolidated statements of operations and comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended June 30, 2026, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Siren Group AG (“HomeBuddy”) from its assessment of internal control over financial reporting as of June 30, 2026 because it was acquired by the Company in a purchase business combination during 2026. We have also excluded HomeBuddy from our audit of internal control over financial reporting. HomeBuddy is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 5.5% and 6.9%, respectively, of the related consolidated financial statement amounts as of and for the year ended June 30, 2026. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable 54 assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Acquisition of HomeBuddy – Valuation of the Customer Relationships Intangible Asset As described in Note 6 to the consolidated financial statements, on January 2, 2026, the Company completed the acquisition of HomeBuddy for the total purchase price of $179.7 million. Of the acquired intangible assets, $35.5 million of customer relationships was recorded. The fair value of the customer relationships was determined using the multi-period excess earnings method. The significant assumptions used by management in determining the preliminary fair value of the customer relationships intangible asset included revenue growth rates, gross margin, customer retention rate, and discount rate. The principal considerations for our determination that performing procedures relating to the valuation of the customer relationships intangible asset acquired in the acquisition of HomeBuddy is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the customer relationships acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to gross margin and customer retention rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the customer relationships acquired. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the customer relationships acquired; (iii) evaluating the appropriateness of the multi-period excess earnings method used by management; (iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings method; and (v) evaluating the reasonableness of the significant assumptions used by management related to gross margin and customer retention rate. Evaluating management’s assumption related to gross margin involved considering (i) the current and past performance of the HomeBuddy business; (ii) the consistency with external market and industry data; and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings method and (ii) the reasonableness of the customer retention rate assumption. Revenue Recognition As described in Notes 2 and 3 to the consolidated financial statements, the Company derives revenue primarily from fees earned through the delivery of qualified inquiries such as clicks, leads, calls, applications, or customers. The Company recognizes revenue when the Company transfers promised goods or services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company has assessed the services promised in its contracts with clients and has identified one performance obligation, which is a series of distinct services. Depending on the client's needs, these services consist of a specified or an unlimited number of clicks, leads, calls, applications, or customers to be delivered over a period of time. The Company satisfies these performance obligations over time as the services are provided. The transaction price for any given period is fixed and no estimation of variable consideration is required. The Company does not promise to provide any other significant goods or services to its clients. The Company recorded total net revenue of $1.3 billion for the year ended June 30, 2026. The principal considerations for our determination that performing procedures relating to revenue recognition is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to the Company's revenue recognition. 55 Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process. These procedures also included, among others (i) evaluating certain revenue transactions, on a sample basis, by recalculating the revenue recognized and by obtaining and inspecting source documents, including executed contracts, invoices, delivery documents, and cash receipts, where applicable; (ii) evaluating certain revenue transactions by testing the issuance and settlement of invoices and credit memos, tracing transactions not settled to a detailed listing of accounts receivable, and testing the completeness and accuracy of certain data provided by management; and (iii) confirming, on a sample basis, outstanding customer invoice balances as of year-end and obtaining and inspecting source documents, including executed contracts, invoices, delivery documents, and subsequent cash receipts, where applicable, for confirmations not returned. /s/ PricewaterhouseCoopers LLP San Jose, California August 26, 2026 We have served as the Company’s auditor since 2000. 56 QUINSTREET, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) June 30, June 30, 2026 2025 Assets Current assets: Cash and cash equivalents $ 128,315 $ 101,078 Accounts receivable, net of allowances and reserves of $3,423 and $1,902 as of June 30, 2026 and 2025 181,225 135,804 Prepaid expenses and other assets 7,068 8,644 Total current assets 316,608 245,526 Property and equipment, net 16,651 16,818 Operating lease right-of-use assets 7,054 9,620 Goodwill 261,421 125,056 Intangible assets, net 66,293 28,475 Deferred tax assets, noncurrent 47,318 — Other assets, noncurrent 5,957 5,612 Total assets $ 721,302 $ 431,107 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 109,458 $ 62,247 Accrued liabilities 124,988 87,225 Post-closing payments, current 25,528 13,572 Total current liabilities 259,974 163,044 Operating lease liabilities, noncurrent 4,905 7,382 Post-closing payments, noncurrent 54,652 10,165 Debt, noncurrent 70,000 — Other liabilities, noncurrent 8,679 6,472 Total liabilities 398,210 187,063 Commitments and contingencies (See Note 12) Stockholders' equity: Common stock: $0.001 par value; 100,000,000 shares authorized; 56,494,586 and 57,159,734 shares issued and outstanding as of June 30, 2026 and 2025 57 58 Additional paid-in capital 367,772 369,958 Accumulated other comprehensive loss (268 ) (268 ) Accumulated deficit (44,469 ) (125,704 ) Total stockholders' equity 323,092 244,044 Total liabilities and stockholders' equity $ 721,302 $ 431,107 See notes to consolidated financial statements 57 QUINSTREET, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (In thousands, except per share data) Fiscal Year Ended June 30, 2026 2025 2024 Net revenue $ 1,293,712 $ 1,093,711 $ 613,514 Cost of revenue (1) 1,147,903 982,840 567,268 Gross profit 145,809 110,871 46,246 Operating expenses: (1) Product development 37,303 33,872 30,045 Sales and marketing 27,259 18,289 13,607 General and administrative 45,821 52,517 30,659 Operating income (loss) 35,426 6,193 (28,065 ) Interest income 96 23 408 Interest expense (4,393 ) (400 ) (680 ) Other income (expense), net 81 (183 ) (2,059 ) Income (loss) before income taxes 31,210 5,633 (30,396 ) Benefit from (provision for) income taxes 50,025 (926 ) (935 ) Net income (loss) $ 81,235 $ 4,707 $ (31,331 ) Comprehensive income (loss): Net income (loss) $ 81,235 $ 4,707 $ (31,331 ) Other comprehensive income (loss): Foreign currency translation adjustment — — (2 ) Comprehensive income (loss) $ 81,235 $ 4,707 $ (31,333 ) Net income (loss) per share: Basic $ 1.42 $ 0.08 $ (0.57 ) Diluted $ 1.40 $ 0.08 $ (0.57 ) Weighted-average shares used in computing net income (loss) per share: Basic 57,177 56,477 54,917 Diluted 58,163 58,300 54,917 (1)Cost of revenue and operating expenses include stock-based compensation expense as follows: Cost of revenue $ 14,860 $ 11,658 $ 8,409 Product development 6,117 4,386 3,147 Sales and marketing 5,130 4,408 2,968 General and administrative 11,325 11,314 9,177 See notes to consolidated financial statements 58 QUINSTREET, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands, except share data) Accumulated Additional Other Total Common Stock Treasury Stock Paid-in Comprehensive Accumulated Shareholders’ Shares Amount Shares Amount Capital Loss Deficit Equity Balance at June 30, 2024 55,473,439 $ 55 — $ — $ 347,449 $ (268 ) $ (130,411 ) $ 216,825 Issuance of common stock upon exercise of stock options 113,991 — — — 1,015 — — 1,015 Release of restricted stock, net of share settlement 1,229,288 3 — — (3 ) — — — Issuance of common stock under the employee stock purchase plan 343,016 — — — 2,941 — — 2,941 Stock-based compensation expense — — — — 31,780 — — 31,780 Withholding taxes related to release of restricted stock, net of share settlement — — — — (13,224 ) — — (13,224 ) Net income — — — — — — 4,707 4,707 Balance at June 30, 2025 57,159,734 $ 58 — $ — $ 369,958 $ (268 ) $ (125,704 ) $ 244,044 Issuance of common stock upon exercise of stock options 587 — — — 7 — — 7 Release of restricted stock, net of share settlement 1,301,064 — — — — — — — Issuance of common stock under the employee stock purchase plan 341,692 — — — 3,201 — — 3,201 Stock-based compensation expense — — — — 37,432 — — 37,432 Withholding taxes related to release of restricted stock, net of share settlement — — — — (11,385 ) — — (11,385 ) Repurchase of common stock — — (2,308,491 ) (31,442 ) — — — (31,442 ) Retirement of treasury stock (2,308,491 ) (1 ) 2,308,491 31,442 (31,441 ) — — — Net income — — — — — — 81,235 81,235 Balance at June 30, 2026 56,494,586 $ 57 — $ — $ 367,772 $ (268 ) $ (44,469 ) $ 323,092 See notes to consolidated financial statements 59 QUINSTREET, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Fiscal Year Ended June 30, 2026 2025 2024 Cash Flows from Operating Activities Net income (loss) $ 81,235 $ 4,707 $ (31,331 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 25,175 24,506 23,957 Stock-based compensation 37,432 31,766 23,701 Impairment of investment in equity securities — — 2,000 Change in the fair value of contingent consideration 4,650 17,094 — Provision for sales returns and doubtful accounts receivable 2,636 2,179 896 Deferred income taxes 9,621 381 597 Non-cash lease (income) expense (27 ) 47 (513 ) Release of tax valuation allowance (60,717 ) — — Other adjustments, net 2,554 53 (1,131 ) Changes in assets and liabilities: Accounts receivable (41,667 ) (26,197 ) (44,934 ) Prepaid expenses and other assets 3,676 (1,830 ) 2,966 Accounts payable 45,435 13,774 10,480 Accrued liabilities 21,300 18,500 25,351 Net cash provided by operating activities 131,303 84,980 12,039 Cash Flows from Investing Activities Business acquisitions, net of cash acquired (105,263 ) — (4,510 ) Internal software development costs (10,923 ) (9,371 ) (11,377 ) Capital expenditures (3,397 ) (2,071 ) (5,348 ) Other investing activities 1,001 (1 ) (1,500 ) Net cash used in investing activities (118,582 ) (11,443 ) (22,735 ) Cash Flows from Financing Activities Proceeds from borrowings under revolving credit facility 70,000 — — Payment of revolving credit facility upfront fees (1,846 ) — — Proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan 3,208 3,956 3,491 Payment of withholding taxes related to release of restricted stock, net of share settlement (11,385 ) (13,224 ) (6,688 ) Post-closing payments and contingent consideration related to acquisitions (13,998 ) (13,728 ) (7,026 ) Repurchase of common stock (31,442 ) — (2,288 ) Net cash provided by (used in) financing activities 14,537 (22,996 ) (12,511 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash (22 ) 50 18 Net increase (decrease) in cash, cash equivalents and restricted cash 27,236 50,591 (23,189 ) Cash, cash equivalents and restricted cash at beginning of period 101,094 50,503 73,692 Cash, cash equivalents and restricted cash at end of period $ 128,330 $ 101,094 $ 50,503 Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets Cash and cash equivalents $ 128,315 $ 101,078 $ 50,488 Restricted cash included in other assets, noncurrent 15 16 15 Total cash, cash equivalents and restricted cash $ 128,330 $ 101,094 $ 50,503 60 QUINSTREET, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Supplemental Disclosure of Cash Flow Information Cash paid for income taxes $ 2,078 $ 576 $ 470 Supplemental Disclosure of Non-cash Investing and Financing Activities Post-closing payments unpaid at acquisition date (See Note 6) 65,652 — 7,161 Contingent consideration unpaid at acquisition date — — 2,100 Retirement of treasury stock (See Note 13) (31,442 ) — (2,200 ) Purchases of property and equipment included in accrued liabilities 474 1,413 846 See notes to consolidated financial statements 61 QUINSTREET, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The Company QuinStreet, Inc. (the “Company”) is a leader in performance marketplaces and technologies for the financial services and home services industries. The Company was incorporated in California in April 1999 and reincorporated in Delaware in December 2009. The Company specializes in customer acquisition for clients in high value, information-intensive markets or “verticals,” including financial services and home services. The corporate headquarters are located in Foster City, California, with additional offices throughout the United States, India, Mexico, and Switzerland. The majority of the Company’s operations and revenue are in North America. 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. Prior Period Reclassifications Certain prior periods amounts have been reclassified to conform with current period presentation. Amounts previously presented as “Other Revenue” were reclassified into “Home Services” in the Disaggregation of Revenue table within Note 3, Revenue. Post-closing payment obligations previously classified within Other liabilities on the Consolidated Balance Sheets have been reclassified to their own categories. These reclassifications had no effect on previously reported totals for assets, liabilities, stockholders’ equity, cash flows or net income. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from those estimates. Revenue Recognition The Company derives revenue primarily from fees earned through the delivery of qualified inquiries such as clicks, leads, calls, applications, or customers. The Company recognizes revenue when the Company transfers promised goods or services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue pursuant to the five-step framework contained in ASC 606, Revenue from Contracts with Customers: (i) identify the contract with a client; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. As part of determining whether a contract exists, probability of collection is assessed on a client-by-client basis at the outset of the contract. Clients are subjected to a credit review process that evaluates the clients’ financial position and the ability and intention to pay. If it is determined from the outset of an arrangement that the client does not have the ability or intention to pay, the Company will conclude that a contract does not exist and will continuously reassess its evaluation until the Company is able to conclude that a contract does exist. Generally, the Company’s contracts specify the period of time as one month, but in some instances the term may be longer. However, for most of the Company’s contracts with clients, either party can terminate the contract at any time without penalty. Consequently, enforceable rights and obligations only exist on a day-to-day basis, resulting in individual daily contracts during the specified term of the contract or until one party terminates the contract prior to the end of the specified term. 62 The Company has assessed the services promised in its contracts with clients and has identified one performance obligation, which is a series of distinct services. Depending on the client’s needs, these services consist of a specified or an unlimited number of clicks, leads, calls, applications, customers, etc. (hereafter collectively referred to as “marketing results”) to be delivered over a period of time. The Company satisfies these performance obligations over time as the services are provided. The Company does not promise to provide any other significant goods or services to its clients. Transaction price is measured based on the consideration that the Company expects to receive from a contract with a client. The Company’s contracts with clients contain variable consideration as the price for an individual marketing result varies on a day-to-day basis depending on the market-driven amount a client has committed to pay. However, because the Company ensures the stated period of its contracts does not generally span multiple reporting periods, the contractual amount within a period is based on the number of marketing results delivered within the period. Therefore, the transaction price for any given period is fixed and no estimation of variable consideration is required. If a marketing result delivered to a client does not meet the contractual requirements associated with that marketing result, the Company’s contracts allow for clients to return a marketing result generally within 5-10 days of having received the marketing result. Such returns are factored into the amount billed to the client on a monthly basis and consequently result in a reduction to revenue in the same month the marketing result is delivered. No warranties are offered to the Company’s clients. The Company does not allocate transaction price as the Company has only one performance obligation and its contracts do not generally span multiple periods. Taxes collected from clients and remitted to governmental authorities are not included in revenue. The Company elected to use the practical expedient which allows the Company to record sales commissions as expense as incurred when the amortization period would have been one year or less. The Company bills clients monthly in arrears for the marketing results delivered during the preceding month. The Company’s standard payment terms are 30-60 days. Consequently, the Company does not have significant financing components in its arrangements. Separately from the agreements the Company has with clients, the Company has agreements with Internet search companies, third-party publishers and strategic partners that it engages with to generate targeted marketing results for the Company’s clients. The Company receives a fee from its clients and separately pays a fee to the Internet search companies, third-party publishers and strategic partners. The Company evaluates whether it is the principal (i.e., report revenue on a gross basis) or agent (i.e., report revenue on a net basis). In doing so, the Company first evaluates whether it controls the goods or services before they are transferred to the clients. If the Company controls the goods or services before they are transferred to the clients, the Company is the principal in the transaction. As a result, the fees paid by the Company’s clients are recognized as revenue and the fees paid to its Internet search companies, third-party publishers and strategic partners are included in cost of revenue. If the Company does not control the goods or services before they are transferred to the clients, the Company is the agent in the transaction and recognizes revenue on a net basis. The Company has one subsidiary, CCM, which provides performance marketing agency and technology services to clients in financial services, education and other markets, recognizing revenue on a net basis. Determining whether the Company controls the goods or services before they are transferred to the clients may require judgment. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company’s investment portfolio consists of money market funds. Cash is deposited with financial institutions that management believes are creditworthy. To date, the Company has not experienced any material losses on its investment portfolio. The Company maintains contracts with its clients, most of which are cancelable with little or no prior notice. In addition, these contracts do not contain penalty provisions for cancellation before the end of the contract term. The Company had one client that accounted for 21% of net revenue in fiscal year 2026, two clients that accounted for 23% and 12% of net revenue in fiscal year 2025, and one client that accounted for 12% of net revenue in fiscal year 2024. The Company had two clients that each accounted for 13% of net accounts receivable as of June 30, 2026, and two clients that accounted for 16% and 13% of net accounts receivable as of June 30, 2025. No other client accounted for 10% or more of net revenue in fiscal years 2026, 2025 and 2024, or 10% or more of net accounts receivable as of June 30, 2026 and 2025. 63 Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. The Company estimates and categorizes the fair value of its financial instruments by applying the following hierarchy: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to directly access. Level 2 — Valuations based on quoted prices for similar assets or liabilities; valuations for interest-bearing securities based on non-daily quoted prices in active markets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial instruments consist principally of cash equivalents, accounts receivable, accounts payable, post-closing payments and contingent consideration related to acquisitions. The recorded values of the Company’s accounts receivable and accounts payable approximate their current fair values due to the relatively short-term nature of these accounts. See Note 5, Fair Value Measurements, for additional information regarding fair value measurements. Cash and Cash Equivalents All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents on the Company’s consolidated balance sheets. Accounts Receivable and Allowances The Company’s accounts receivable are derived from clients located principally in the United States. The Company performs ongoing credit evaluation of its customers and generally does not require collateral. The Company makes estimates of expected credit losses for the allowance for doubtful accounts and allowance for unbilled receivables based upon its assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The following table presents the changes in the Company’s allowance for credit losses for the periods indicated (in thousands): Fiscal Year Ended June 30, 2026 2025 2024 Balance at beginning of the year $ 915 $ 815 $ 2,092 Write-offs charged against the allowance (325 ) (1,188 ) (1,277 ) (Benefit from) provision for credit losses (21 ) 1,288 — Balance at end of the year $ 569 $ 915 $ 815 The revenue reserve was $2.9 million and $1.0 million as of June 30, 2026 and 2025. The total allowance for credit losses and revenue reserve was $3.4 million and $1.9 million as of June 30, 2026 and 2025. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization, and are depreciated on a straight-line basis over the estimated useful lives of the assets, as follows: Computer equipment 3 years Software 3 years Furniture and fixtures 3 to 5 years Leasehold improvements the shorter of the lease term or the estimated useful lives of the improvements 64 Internal Software Development Costs The Company incurs costs to develop software for internal use. The Company expenses all costs that relate to the planning and post-implementation phases of development as product development expense. Costs incurred in the development phase are capitalized and amortized over the product’s estimated useful life if the product is expected to have a useful life beyond six months. Costs associated with repair or maintenance of existing sites or the development of website content are included within cost of revenue in the Company’s consolidated statements of operations and comprehensive income (loss). The Company’s policy is to amortize capitalized internal software development costs on a product-by-product basis using the straight-line method over the estimated economic life of the application, which is generally two years. The Company capitalized internal software development costs of $10.9 million and $9.3 million in fiscal years 2026 and 2025. Amortization of internal software development costs is reflected within cost of revenue in the Company’s consolidated statements of operations and comprehensive income (loss). Leases At the commencement date of a lease, the Company recognizes lease liabilities which represent its obligation to make lease payments, and right-of-use (“ROU”) assets which represent its right to use the underlying asset during the lease term. The lease liability is measured at the present value of lease payments over the lease term. As the Company’s leases typically do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the lease commencement date. The ROU asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred by the Company and excludes lease incentives. Lease liabilities are recorded in accrued liabilities and operating lease liabilities, noncurrent. ROU assets are recorded in operating lease right-of-use assets. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. Lease agreements that contain both lease and non-lease components are generally accounted for separately. The Company does not recognize lease liabilities and ROU assets for short-term leases with terms of twelve months or less. Acquisitions and Business Combinations In each acquisition transaction, the Company assesses whether the transaction should follow accounting guidance applicable to an asset acquisition or a business combination. This assessment requires an evaluation of whether the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, resulting in an asset acquisition or, if not, resulting in a business combination. An asset acquisition is an acquisition of an asset, or a group of assets, that does not meet the definition of a business. The Company accounts for asset acquisitions using the cost accumulation and allocation model, whereby the costs of the acquisition are allocated to the assets acquired on a relative fair value basis in accordance with the Company’s accounting policies. The Company accounts for business combinations using the acquisition method, which requires that the total consideration for each 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, the Company 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, the Company used the income approach to value its most significant acquired asset. Significant assumptions relating to the Company’s 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 the Company management’s supervision. The Company believes 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. 65 Acquisition related costs in a business combination are not considered part of the consideration, and are expensed as operating expense as incurred. Contingent consideration, if any, is measured at fair value initially on the acquisition date as well as subsequently at the end of each reporting period until settlement at the end of the assessment period. The Company includes the results of operations of the businesses acquired as of the beginning of the acquisition dates. Amortization of intangible assets acquired in business combinations is recognized over their estimated useful lives and recorded in either cost of revenue or operating expenses based on the nature of the underlying asset. Goodwill The Company conducts a test for the impairment of goodwill at the reporting unit level on at least an annual basis and whenever there are events or changes in circumstances that would more likely than not reduce the estimated fair value of a reporting unit below its carrying value. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows and determining appropriate discount rates, growth rates, an appropriate control premium and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit which could trigger impairment. The Company performs its annual goodwill impairment test on April 30 and conducts a qualitative assessment to determine whether it is necessary to perform a quantitative goodwill impairment test. In assessing the qualitative factors, the Company considers the impact of key factors such as changes in the general economic conditions, changes in industry and competitive environment, stock price, actual revenue performance compared to previous years, forecasts and cash flow generation. The Company had one reporting unit for purposes of allocating and testing goodwill for fiscal year 2026. Based on the results of the qualitative assessment completed as of April 30, 2026, there were no indicators of impairment. Long-Lived Assets The Company evaluates long-lived assets, such as property and equipment and purchased intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If necessary, a quantitative test is performed that requires the application of judgment when assessing the fair value of an asset. When the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. As of April 30, 2026, the Company evaluated its long-lived assets and concluded there were no indicators of impairment. The weighted-average useful life of intangible assets was 5.9 years as of June 30, 2026. Investments in Equity Securities The Company’s investments in equity securities, which are reported within other assets, noncurrent, on the consolidated balance sheets, include investments in privately held companies without readily determinable market values. The Company adjusts the carrying value of its investments in equity securities to fair value when transactions for identical or similar investments of the same issuer are observable. All gains and losses on investments in equity securities, realized and unrealized, are recognized within other (expense) income, net on the Company’s consolidated statements of operations and comprehensive income (loss). The Company applies the equity method of accounting for investments in other entities when it exercises significant influence. Under the equity method, the Company’s share of each investee’s profit or loss is recognized within other (expense) income, net on the Company’s consolidated statements of operations and comprehensive income (loss). The Company applies the fair value measurement alternative for investments in other entities when it holds less than 20% ownership in the entity and does not exercise significant influence. These investments consist of equity holdings in non-public companies and are recorded within other assets, noncurrent, on the consolidated balance sheets. The Company regularly reviews investments accounted for under the equity method and the fair value measurement alternative for possible impairment, which generally involves an analysis of the facts and changes in circumstances influencing the investment, expectations of the entity’s cash flows and capital needs, and the viability of its business model. The evaluation for impairment of investments in equity securities considers qualitative factors, including the financial condition and specific events related to an investee that may indicate the fair value of the investment is less than its carrying value. No impairment charges for investments in equity securities were recorded for fiscal years 2026 and 2025. 66 Income Taxes The Company accounts for income taxes using an asset and liability approach to record deferred taxes. The Company’s 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 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 Company regularly assesses 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. The Company considers 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 the Company considers, 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. The Company’s judgments regarding future profitability may change due to future market conditions, changes in U.S. or international tax laws and other factors. The Company recognizes 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. Segment information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker ("CODM"), or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM, its chief executive officer, reviews financial information presented on a consolidated basis, and no expense or operating income is evaluated at a segment level. Given the consolidated level of review by the Company’s chief executive officer, the Company operates as one reportable segment. Foreign Currency Translation The Company’s foreign operations are subject to exchange rate fluctuations. The majority of the Company’s sales and expenses are denominated in U.S. dollars. The functional currency for the majority of the Company’s foreign subsidiaries is the U.S. dollar. For these subsidiaries, assets and liabilities denominated in foreign currency are remeasured into U.S. dollars at current exchange rates for monetary assets and liabilities and historical exchange rates for nonmonetary assets and liabilities. Net revenue, cost of revenue and expenses are generally remeasured at average exchange rates in effect during each period. Gains and losses from foreign currency remeasurement are included in other (expense) income, net in the Company’s consolidated statements of operations and comprehensive income (loss). Certain foreign subsidiaries designate the local currency as their functional currency. For those subsidiaries, the assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at average exchange rates for the period. The foreign currency translation adjustments are included in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. Foreign currency transaction gains and losses are recorded within other (expense) income, net in the Company’s consolidated statements of operations and comprehensive income (loss) and were not material for any period presented. Comprehensive Income (Loss) Comprehensive income (loss) consists of net income (loss) and foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency. Comprehensive income (loss) is disclosed as part of the statements of operations and comprehensive income (loss). Loss Contingencies The Company is subject to the possibility of various loss contingencies arising in the ordinary course of business. Management considers the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as its ability to reasonably estimate the amount of loss, in determining loss contingencies. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. The Company regularly evaluates current information available to its management to determine whether such accruals should be adjusted and whether new accruals are required. 67 From time to time, the Company is involved in disputes, litigation and other legal actions. The Company records a charge equal to at least the minimum estimated liability for a loss contingency only when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements, and (ii) the range of loss can be reasonably estimated. The actual liability in any such matters may be materially different from the Company’s estimates, which could result in the need to adjust the liability and record additional expenses. Stock-Based Compensation The Company measures and records the expense related to stock-based transactions based on the fair values of stock-based payment awards, as determined on the date of grant. The fair value of restricted stock units with a service condition (“service-based RSU”) is determined based on the closing price of the Company’s common stock on the date of grant. To estimate the fair value of stock options and purchase rights granted under the employee stock purchase plan (“ESPP”), the Company selected the Black-Scholes option pricing model. The fair value of restricted stock units with a service and performance condition (“performance-based RSU”) is determined based on the closing price of the Company’s common stock on the date of grant. Grant date as defined by ASC 718 is determined when the components that comprise the performance targets have been fully established. If a grant date has not been established, the compensation expense associated with the performance-based RSUs is re-measured at each reporting date based on the closing price of the Company’s common stock at each reporting date until the grant date has been established. In applying these models, the Company’s determination of the fair value of the award is affected by assumptions regarding a number of subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the award and the employees’ actual and projected stock option exercise and pre-vesting employment termination behaviors. The Company recognizes stock-based compensation expense for options and service-based RSUs using the straight-line method, and for performance-based RSUs using the graded vesting method, based on awards ultimately expected to vest. The Company recognizes stock-based compensation expense for the purchase rights granted under the ESPP using the straight-line method over the offering period. The Company estimates future forfeitures at the date of grant. On an annual basis, the Company assesses changes to its estimate of expected forfeitures based on recent forfeiture activity. The effect of adjustments made to the forfeiture rates, if any, is recognized in the period that change is made. See Note 13, Stock Benefit Plans, for additional information regarding stock-based compensation. 401(k) Savings Plan The Company sponsors a 401(k) defined contribution plan covering all U.S. employees. There were no employer contributions under this plan in fiscal years 2026 and 2025. Recent Accounting Pronouncements Accounting Pronouncements Already Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09) to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We adopted this guidance for the year ended June 30, 2026, on a prospective basis, which resulted in additional disclosure in the notes to the consolidated financial statements. Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03) to expand the disclosure requirements for income statement expenses. In January 2025, the FASB issued ASU 2025-01, to further clarify the effective date. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its financial statement disclosures. In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06) to make targeted improvements to the accounting for internal-use software. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and 68 interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its financial statements. ASU’s not included in the Company's disclosures were assessed and determined to be not applicable and not material to the Company’s consolidated financial statements or disclosures. 3. Revenue Disaggregation of Revenue The following table presents the Company’s net revenue disaggregated by vertical (in thousands): Fiscal Year Ended June 30, 2026 2025 2024 Net revenue: Financial Services $ 888,360 $ 817,157 $ 392,579 Home Services 405,352 276,554 220,935 Total net revenue $ 1,293,712 $ 1,093,711 $ 613,514 Contract Balances The contract liabilities, which represent client deposits from the Company’s contracts with its clients and deferred revenue, were $1.4 million and $1.3 million as of June 30, 2026 and June 30, 2025. The Company’s contract liabilities result from payments received in advance of revenue recognition and advance consideration received from clients, which precede the Company’s satisfaction of the associated performance obligation. The changes in the liability balances during the fiscal year ended June 30, 2026 was related to advance consideration received from clients of $16.7 million, offset by revenue recognized of $16.6 million. 4. Net Income (Loss) per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by using the weighted-average number of shares of common stock outstanding, including potential dilutive shares of common stock assuming the dilutive effect of outstanding stock options, unvested restricted stock units, and shares issuable related to the ESPP using the treasury stock method. The following table presents the calculation of basic and diluted net income (loss) per share: Fiscal Year Ended June 30, 2026 2025 2024 (In thousands, except per share data) Numerator: Net income (loss) $ 81,235 $ 4,707 $ (31,331 ) Denominator: Weighted average shares of common stock used in computing basic net income (loss) per share 57,177 56,477 54,917 Weighted average effect of dilutive securities 986 1,823 — Weighted average shares of common stock used in computing diluted net income (loss) per share 58,163 58,300 54,917 Net income (loss) per share: Basic $ 1.42 $ 0.08 $ (0.57 ) Diluted (1) $ 1.40 $ 0.08 $ (0.57 ) Securities excluded from weighted average shares of common stock used in computing diluted net income (loss) per share because the effect would have been anti-dilutive: (2) 2,460 426 4,453 69 (1)Diluted net loss per share for 2024 does not reflect any potential common stock relating to stock options, restricted stock units, or shares issuable related to the ESPP due to net loss incurred. The assumed issuance of any additional shares would be anti-dilutive. (2)These weighted shares relate to anti-dilutive stock options, restricted stock units, and shares issuable related to the ESPP as calculated using the treasury stock method and could be dilutive in the future. 5. Fair Value Measurements The following table presents the fair value of the Company’s financial instruments (in thousands): June 30, 2026 June 30, 2025 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds $ 5,368 $ — $ — $ 5,368 $ 407 $ — $ — $ 407 Liabilities: Post-closing payments related to acquisitions $ — $ 68,672 $ — $ 68,672 $ — $ 10,179 $ — $ 10,179 Contingent consideration related to acquisitions — — 11,508 11,508 — — 13,558 13,558 Total $ — $ 68,672 $ 11,508 $ 80,180 $ — $ 10,179 $ 13,558 $ 23,737 Reported as: Cash and cash equivalents $ 5,368 $ 407 Post-closing payments: Current $ 25,528 $ 13,572 Noncurrent 54,652 10,165 Total $ 80,180 $ 23,737 There were no transfers between Level 1, Level 2 and Level 3 during the periods presented. Cash Equivalents All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents on the Company’s consolidated balance sheets. The valuation technique used to measure the fair value of money market funds included using quoted prices in active markets for identical assets and are classified as Level 1 within the fair value hierarchy. Post-Closing Payments Related to Acquisitions The post-closing payments are future payments related to the acquisition of HomeBuddy in fiscal year 2026, and AquaVida in fiscal year 2024. The final installment payments for Modernize and BestCompany, totaling $5.5 million and $2.0 million, were made during the fiscal year 2026. As the fair value of the Company’s post-closing payments was determined based on installments stipulated in the terms of the acquisition agreements and discount rates observable in the market, the post-closing payments are classified as Level 2 within the fair value hierarchy. See Note 6, Acquisitions, for further details related to the HomeBuddy acquisition. Contingent Consideration Related to Acquisitions The contingent consideration consists of the estimated fair value of future payments related to the Company’s acquisition of AquaVida. The AquaVida contingent consideration is based upon a percentage of margin achieved and is uncapped over a four-year period. The Company paid $6.7 million during the fourth quarter of fiscal year 2026 for the second earnout payment based on actual margin results. The fair value of the contingent consideration is determined using the real options technique which incorporates various estimates, including projected net revenue, projected media margin, volatility and discount rates. As certain of these inputs are not observable in the market, the contingent consideration is classified as a Level 3 instrument. Significant changes in the projected net revenue, projected media margin, or discount rates would have a material impact on the fair value of the contingent consideration. Changes in the fair value of the contingent consideration are recorded in earnings on the Company’s consolidated statements of operations and comprehensive income (loss). 70 The Company reassesses the estimated fair value of the contingent consideration at the end of each reporting period based on the information available at the time. The Company recorded a net increase of $4.7 million to the fair value of the contingent consideration of AquaVida in fiscal year 2026, which is included in general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income (loss). The fair value of the contingent consideration of AquaVida decreased from $13.6 million to $11.5 million as of June 30, 2026. The following table presents the changes in the contingent consideration (in thousands): Level 3 Balance at June 30, 2024 $ 2,466 Changes in fair value during period 17,094 Payments made during the period (6,002 ) Balance at June 30, 2025 13,558 Changes in fair value during period 4,650 Payments made during the period (6,700 ) Balance at June 30, 2026 $ 11,508 6. Acquisitions On January 2, 2026, the Company completed the acquisition of HomeBuddy, a technology enabled marketplace in the home services vertical that connects homeowners with contractors, to expand the Company’s home services footprint and strengthen its media and customer relationships. In exchange for all of the outstanding equity interests of HomeBuddy, the Company paid $114.8 million in cash at closing and is obligated to pay $75.0 million in post‑closing payments (“Anniversary Payments”), payable in equal annual installments over four years, beginning on the first anniversary of the closing date. The Anniversary Payments represent deferred consideration and were recorded at their present fair value at the acquisition date. The deferred consideration is accreted as interest expense over the four year term using the effective interest rate method. The following table summarizes the Company’s preliminary calculation of the total purchase price as of the acquisition date (in thousands): Estimated Fair Value Cash $ 114,814 Anniversary payments fair value 64,889 Total $ 179,703 The acquisition was accounted for as a business combination and the results of operations of HomeBuddy have been included in the Company’s results of operations from January 2, 2026. Transaction costs related to the acquisition, consisting of advisory, accounting, and legal fees, were $3.5 million for fiscal year 2026 and were recognized within general and administrative expenses in the consolidated statements of operations. The Company entered into continuation of service agreements with certain HomeBuddy personnel for continued service post-acquisition. The retention bonuses are treated as post-combination compensation expense, vest over 6, 12, or 18 month periods, and are contingent upon continued employment with the Company. Retention bonus expense was $3.1 million for fiscal year 2026 and was recognized within cost of revenue and operating expenses in the consolidated statements of operations. The Company allocated the preliminary purchase price to identifiable assets acquired and liabilities assumed based on their estimated fair values. The preliminary fair value of the assets acquired and liabilities assumed was determined by the Company. Management also engaged a third-party valuation specialist to assist with the measurement of the preliminary fair value of identifiable intangible assets. The estimated fair value of the identifiable assets acquired and liabilities assumed was based on management’s best estimates. The intangible assets acquired include customer relationships, tradename and trademarks, developed technology, and noncompetition agreements. The fair value of the customer relationships was determined using the multi-period excess earnings method. The significant assumptions used in determining the preliminary fair value of the customer relationships intangible asset included revenue growth rates, gross margin, customer retention rate, and discount rate. The fair value of tradename and trademarks was determined using the relief-from-royalty method. The significant assumptions used in determining the preliminary fair values of the tradename and trademarks included tradename life, royalty rates and the discount rate. The fair value of developed technology was determined using the replacement cost method. The fair value of noncompetition agreement was determined using the with-and-without 71 method. The excess of the purchase price over the aggregate fair value of the net identifiable assets acquired was recorded as goodwill and is primarily attributable to synergies the Company expects to achieve related to the acquisition. The goodwill is not deductible for tax purposes. The Company manages its operations as a single operating segment and allocates goodwill to the single reporting segment based on expected benefit from synergies. The following table summarizes the preliminary allocation of the purchase price to the fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date (in thousands): Estimated Fair Value Assets: Cash and cash equivalents $ 8,789 Accounts receivable 6,638 Prepaid expenses and other assets 2,099 Intangible assets 49,500 Total identifiable assets acquired 67,026 Liabilities: Accounts payable 2,545 Accrued liabilities 16,555 Deferred tax liabilities 4,965 Total identifiable liabilities assumed 24,065 Net identifiable assets acquired 42,961 Goodwill 136,742 Preliminary purchase price $ 179,703 The following table summarizes the preliminary fair values of the identifiable intangible assets acquired and the estimated useful lives as of the acquisition date (in thousands): Estimated Fair Value Estimated Weighted Average Useful Life Customer relationships $ 35,500 9 years Tradename and trademarks 10,300 7 years Developed technology 1,000 2 years Noncompetition agreement 2,700 4 years Total $ 49,500 The Company is still finalizing the purchase price and the allocation of the purchase price to the individual assets acquired. Accordingly, these preliminary estimates are subject to change during the measurement period, which is the period subsequent to the acquisition date during which the acquirer may adjust the provisional amounts recognized for a business combination, not to exceed one year from the acquisition date. The final purchase price allocation, which may include changes in the allocations within intangible assets and between intangible assets and goodwill, as well as changes in the estimated useful lives of the intangible assets, will be determined when the Company has completed the detailed review of underlying inputs and assumptions used in its preliminary purchase price allocation. Amortization of intangible assets acquired is recorded in either cost of revenue or operating expenses, based on the nature of the underlying asset. The following table represents the amount of net revenue and net income from operations related to the HomeBuddy acquisition which has been included in the consolidated statements of operations for the periods indicated subsequent to the acquisition date (in thousands): 72 Fiscal Year Ended June 30, 2026 Net revenue $ 88,872 Net income 3,732 The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and the acquired business of HomeBuddy as though this acquisition had occurred as of the beginning of fiscal year 2025. The unaudited pro forma financial information is presented for illustrative purposes only and does not necessarily reflect what the combined company’s results of operations would have been had the acquisition occurred as of the beginning of fiscal year 2025, nor is it necessarily indicative of the future results of operations of the combined company (in thousands): Fiscal Year Ended June 30, 2026 Fiscal Year Ended June 30, 2025 (unaudited) (unaudited) Net revenue $ 1,376,271 $ 1,227,538 Net income 89,155 2,304 The pro forma financial information presented above has been calculated after adjusting the results of QuinStreet, Inc. and HomeBuddy to reflect certain business combination and one-time accounting effects such as fair value adjustment of amortization expense from acquired intangible assets, interest expense on the amounts drawn under the Revolving Credit Facility to finance the acquisition, accretion of post-closing acquisition payments, and acquisition costs. The historical consolidated financial information has been adjusted in the pro forma combined financial results to give effect to pro forma events that are directly attributable to the business combination, reasonably estimable and factually supportable. The unaudited pro forma financial information above includes a nonrecurring significant adjustment made to account for certain costs incurred as if the acquisition had been completed as of the beginning of fiscal year 2025. Transaction costs of $3.5 million were excluded from the unaudited pro forma financial information for fiscal year 2026, but included for fiscal year 2025. 7. Balance Sheet Components Accounts Receivable, Net Accounts receivable, net was comprised of the following (in thousands): June 30, 2026 2025 Accounts receivable, gross $ 184,648 $ 137,706 Less: Allowance for credit losses and revenue reserves (3,423 ) (1,902 ) Total accounts receivable, net $ 181,225 $ 135,804 Prepaid Expenses and Other Assets Prepaid expenses and other assets were comprised of the following (in thousands): June 30, 2026 2025 Prepaid expenses $ 6,425 $ 7,842 Other assets 643 802 Total prepaid expenses and other assets $ 7,068 $ 8,644 73 Property and Equipment, Net Property and equipment, net was comprised of the following (in thousands): June 30, 2026 2025 Computer equipment $ 15,227 $ 14,077 Software 1,706 1,528 Furniture and fixtures 590 380 Leasehold improvements 4,216 4,191 Internal software development costs 49,598 38,724 Property and equipment, gross 71,337 58,900 Less: Accumulated depreciation and amortization (54,686 ) (42,082 ) Total property and equipment, net $ 16,651 $ 16,818 Depreciation expense was $3.3 million, $3.2 million and $3.0 million for fiscal years 2026, 2025 and 2024. Amortization expense related to internal software development costs was $10.2 million, $11.8 million and $10.2 million for fiscal years 2026, 2025 and 2024. Accrued liabilities Accrued liabilities were comprised of the following (in thousands): June 30, 2026 2025 Accrued media costs $ 99,683 $ 69,009 Accrued compensation and related expenses 9,825 7,480 Accrued professional service and other business expenses 12,612 7,922 Operating lease liabilities, current 2,754 2,814 Deferred revenue 114 — Total accrued liabilities $ 124,988 $ 87,225 Other liabilities, noncurrent Other liabilities, noncurrent were comprised of the following (in thousands): June 30, 2026 2025 Income tax liabilities 7,659 6,472 Other liabilities 1,020 — Total other liabilities, noncurrent $ 8,679 $ 6,472 74 8. Intangible Assets, Net and Goodwill Intangible Assets, Net Intangible assets, net consisted of the following (in thousands): June 30, 2026 June 30, 2025 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Customer/publisher/advertiser relationships $ 129,012 $ (85,202 ) $ 43,810 $ 93,511 $ (76,353 ) $ 17,158 Content 43,107 (43,107 ) — 43,106 (43,106 ) — Website/trade/domain names 35,722 (21,766 ) 13,956 25,422 (20,601 ) 4,821 Acquired technology and others 46,716 (38,189 ) 8,527 43,014 (36,518 ) 6,496 $ 254,557 $ (188,264 ) $ 66,293 $ 205,053 $ (176,578 ) $ 28,475 Amortization of intangible assets was $11.7 million, $9.5 million and $10.7 million for fiscal years 2026, 2025 and 2024. Future amortization expense for the Company’s intangible assets as of June 30, 2026 was as follows (in thousands): Fiscal Year Ended June 30, Amortization 2027 $ 11,226 2028 10,844 2029 10,324 2030 7,333 2031 6,877 Thereafter 19,689 Total $ 66,293 Goodwill The changes in the carrying amount of goodwill for the fiscal year 2026 were as follows (in thousands): Goodwill Balance as of June 30, 2025 $ 125,056 Goodwill acquired 136,742 Measurement period adjustments (377 ) Balance as of June 30, 2026 $ 261,421 Goodwill acquired is associated with the acquisition of HomeBuddy completed in fiscal year 2026. See Note 6, Acquisitions, for further details related to the HomeBuddy acquisition. There was no goodwill impairment recognized during fiscal years 2026 and 2025. 9. Debt On January 2, 2026, the Company entered into the senior secured credit agreement ("Financing Agreement") with MUFG Bank, LTD., as administrative agent for the lenders and certain other parties signatory thereto. The Financing Agreement provides for a new $150.0 million credit facility consisting of a five‑year revolving credit line ("Revolving Credit Facility"). Borrowings under the Revolving Credit Facility are secured by first-priority liens on substantially all assets of QuinStreet, Inc. and certain subsidiaries, subject to certain exceptions. Interest is payable at specified margins above either Term Secured Overnight Financing Rate ("SOFR") or the Alternate Base Rate ("ABR"). Interest on the borrowings under the Revolving Credit Facility are payable at interest rates equal to, at the Company’s option, either: (a) a SOFR-based rate (subject to a 0.00% per annum floor), plus an 75 applicable margin of 2.00% 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 of 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 the Company to pay the lenders with commitments under the Revolving Credit Facility an unused commitment fee of 0.25% 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 Financing Agreement includes customary financial and nonfinancial covenants, including a maximum Consolidated Total Net Leverage Ratio (with a temporary step‑up following certain material acquisitions) and a minimum Consolidated Interest Coverage Ratio (as defined in the Financing Agreement). The Company was in compliance with all covenants as of June 30, 2026. On January 2, 2026, the Company borrowed $70.0 million under the Revolving Credit Facility. As of June 30, 2026, $70.0 million was outstanding and was classified as noncurrent debt as the principal was not contractually due within 12 months, and unused commitments were $80.0 million. Up front lender, arranger, and legal costs incurred in connection with the credit facility totaled $1.8 million and were deferred as a financing cost asset and amortized to interest expense on a straight-line basis over the remaining term of the facility. The deferred cost asset is classified as a noncurrent asset. The Revolving Credit Facility stated maturity date is January 2, 2031. 10. Income Taxes The components of income (loss) before income taxes were as follows (in thousands): Fiscal Year Ended June 30, 2026 2025 2024 US $ 26,415 $ 4,907 $ (31,110 ) Foreign 4,795 726 714 Total $ 31,210 $ 5,633 $ (30,396 ) The components of the provision for (benefit from) income taxes were as follows (in thousands): Fiscal Year Ended June 30, 2026 2025 2024 Current: Federal $ 42 $ — $ — State 172 298 125 Foreign 605 337 305 Total current provision for income taxes 819 635 430 Deferred: Federal (44,081 ) 396 572 State (6,976 ) 69 (104 ) Foreign 213 (174 ) 37 Total deferred (benefit from) provision for income taxes (50,844 ) 291 505 Total (benefit from) provision for income taxes $ (50,025 ) $ 926 $ 935 76 The following table represents a reconciliation of the statutory federal rate and the Company’s effective tax rate (after the adoption of ASU 2023-09) for the year ended June 30, 2026 (in thousands): Fiscal Year Ended June 30, 2026 Amount Percentage Income taxes at statutory federal rate $ 6,554 21.0 % State and local taxes, net of federal income tax effect (6,883 ) (22.0 ) Foreign tax effects Switzerland: Other (411 ) (1.3 ) Other foreign 134 0.4 Effect of cross-border tax laws Global intangible low-taxed income 1,427 4.6 Tax credits R&D credit (1,557 ) (5.0 ) Changes in valuation allowance (53,022 ) (169.9 ) Nontaxable or nondeductible items Other nontaxable or nondeductible items 24 0.1 Stock based compensation 382 1.2 Section 162(m) compensation limitation 2,538 8.1 Transaction costs 572 1.8 Changes in unrecognized tax benefits 142 0.5 Other adjustments 75 0.2 Effective income tax (benefit) $ (50,025 ) (160.3 %) California, Florida, and New York make up the majority (greater than 50%) of the state income tax expense, net of federal income tax effect, category. For the years ended June 30, 2025 and June 30, 2024, prior to the adoption of ASU 2023-09, the reconciliation between the statutory federal income tax expense and the Company’s effective income tax expense was as follows (in thousands): Fiscal Year Ended June 30, 2025 2024 Statutory federal income tax expense (benefit) $ 1,180 $ (6,359 ) States taxes, net of federal benefit (191 ) (1,553 ) Foreign rate differential (82 ) 106 Stock-based compensation (benefit) expense (3,148 ) 25 Change in valuation allowance 1,618 8,113 Research and development credits (2,441 ) (1,593 ) Disqualified compensation expense 3,142 1,363 Uncertain tax position 696 490 Expired attributes 155 188 Foreign deferred adjustment — (6 ) Other (3 ) 161 Effective income tax expense $ 926 $ 935 77 The amounts of cash income taxes paid by the Company are as follows (in thousands): June 30, 2026 Federal $ 15 State 244 Foreign Switzerland 1,542 India 243 Other 34 Total 2,078 The components of the noncurrent deferred tax assets and liabilities, net were as follows (in thousands): June 30, 2026 2025 Noncurrent deferred tax assets: Reserves and accruals $ 1,201 $ 1,222 Stock-based compensation expense 5,135 4,626 Net operating loss 20,277 27,591 Fixed assets 507 378 Tax credits 19,531 17,680 Operating lease liabilities 1,561 2,111 Research and development capitalized cost 14,517 19,144 Contingent consideration liability 2,707 3,266 Other 669 708 Total noncurrent deferred tax assets 66,105 76,726 Less: valuation allowance — long-term (8,726 ) (69,287 ) Total noncurrent deferred tax assets, net of valuation allowance 57,379 7,439 Noncurrent deferred tax liabilities: Intangibles (13,436 ) (9,190 ) Operating lease right-of-use assets (1,401 ) (1,962 ) Total noncurrent deferred tax liabilities (14,837 ) (11,152 ) Net deferred tax assets (liabilities) $ 42,542 $ (3,713 ) The Company has a net deferred tax asset balance of $47.3 million and a net deferred tax liability balance of $4.8 million as of June 30, 2026 within the assets and liabilities, noncurrent on the Company’s consolidated balance sheet. As of 2025, the Company had a deferred tax liability of $3.7 million included within other liabilities, noncurrent on the Company’s consolidated balance sheet. In 2026, the Company had a net deferred tax asset primarily related to net operating loss carryforwards, tax credits and capitalized research expenditures and a net deferred tax liability related to the intangible basis difference with respect to the acquisition of HomeBuddy. In 2025, the net deferred tax liability is related to indefinite lived deferred tax liabilities unable to be offset with deferred tax assets. The Company evaluated the need for a valuation allowance by considering among other things, the nature, frequency and severity of current and cumulative losses, reversal of taxable temporary differences, tax planning strategies, forecasts of future profitability, and the duration of statutory carryforward periods. In the second quarter of fiscal year 2026, due to the preponderance of positive evidence, including the Company’s cumulative profit before taxes and future forecasts of continued profitability in the United States, the Company determined that sufficient positive evidence existed to conclude that substantially all of its valuation allowance was no longer needed. Accordingly, the Company released the valuation allowance for the majority of its federal and state deferred tax assets. The Company continues to maintain a valuation allowance related to its deferred tax assets for its capital loss carryforwards, California research and development tax credits and foreign net operating losses. If there are unfavorable changes to actual operating results or to projections of future income, the Company may determine that it is more likely than not that such deferred tax assets may not be realizable. The Company has a valuation allowance of approximately $8.7 million and $69.3 million as of June 30, 2026 and 2025. 78 As of June 30, 2026 and 2025, the Company had a federal operating loss carryforward of approximately $75.4 million and $105.4 million. As of June 30, 2026 and 2025, the Company’s state operating loss carryforward was approximately $68.0 million and $82.8 million. With the exception of $68.6 million of federal net operating losses that can be carried forward indefinitely, the federal and state net operating losses, if not used, will begin to expire on June 30, 2038 and June 30, 2026, respectively. However, the Company currently expects to fully utilize the federal net operating losses generated in fiscal year 2018 during the next fiscal year and therefore does not expect such losses to expire. Further, based on current forecasts of future taxable income, management expects to realize the benefits of the remaining net operating loss carryforwards before the applicable expiration dates. The operating loss carryforward in the India jurisdiction was approximately $0.5 million which will begin to expire on June 30, 2027. The Company has federal and California research and development tax credit carryforwards of approximately $15.2 million and $13.8 million to offset future taxable income. The federal research and development tax credits, if not used, will begin to expire on June 30, 2034, while the state tax credit carryforwards do not have an expiration date and may be carried forward indefinitely. Utilization of the operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of operating loss carryforwards and credits before utilization. A reconciliation of the beginning and ending amounts of unrecognized tax benefits was as follows (in thousands): Fiscal Year Ended June 30, 2026 2025 2024 Balance at beginning of the year $ 7,520 $ 6,644 $ 6,030 Gross increases - current period tax positions 782 839 654 Gross decreases - prior period tax positions — — (40 ) Gross increases - prior period tax positions 100 37 — Balance at end of the year $ 8,402 $ 7,520 $ 6,644 The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the Company’s provision for (benefit from) income taxes. As of June 30, 2026, the Company has accrued $1.8 million for interest and penalties related to the unrecognized tax benefits. The balance of interest and penalties is recorded as other liabilities, noncurrent on the Company’s consolidated balance sheet. As of June 30, 2026, unrecognized tax benefits of $1.1 million, if recognized, would affect the Company’s effective tax rate. The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease within the next 12 months. The Company files income tax returns in the United States, various U.S. states and certain foreign jurisdictions and is no longer subject to U.S. federal, state and local, or non-U.S., income tax examinations by tax authorities for years before fiscal 2014. As of June 30, 2026, the tax years 2014 through 2026 remain open in the U.S., and the tax years 2021 through 2026 remain open in various foreign jurisdictions. The Company believes that adequate amounts have been reserved for any adjustments that may ultimately result from our examinations. On July 4, 2025, U.S. legislation formally titled "An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14” (“The Act”) was signed into law. The Act, among other things, extended key provisions of the 2017 Tax Cuts and Jobs Act and introduced targeted changes to the U.S. federal income tax regime. Key provisions include permanently restoring bonus depreciation allowances, permanent changes in the limitations for deducting business interest expense and permanent reintroduction of expensing of US research and development costs. The impact on current and deferred taxes for tax law changes is reported in operating income in the first quarter of fiscal year 2026, the period including the enactment date. The Company has evaluated the impact of The Act on its results of operations and has recognized the related tax impacts in fiscal year 2026 which includes the period of enactment. 11. Leases The Company has operating leases primarily for its office facilities. The leases expire at various dates through fiscal year 2032, some of which include options to renew, with renewal terms of up to 5 years. The Company does not include any renewal options in the lease terms for calculating lease liability, as the renewal options allow the Company to maintain operational flexibility and the Company is not reasonably certain that it will exercise these renewal options at the time of the lease commencement. 79 The components of lease expense were as follows (in thousands): Fiscal Year Ended June 30, 2026 2025 2024 Operating lease expense $ 3,313 $ 3,617 $ 4,220 Short-term lease expense 774 818 840 Variable lease expense (1) 274 207 565 Total lease expense $ 4,361 $ 4,642 $ 5,625 (1)Variable lease expense is primarily composed of common area maintenance charges. Supplemental information related to operating leases was as follows (in thousands, except lease term and discount rate): Fiscal Year Ended June 30, 2026 2025 2024 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows used for operating leases $ 3,221 $ 3,382 $ 5,114 Lease liabilities arising from obtaining right-of-use assets Operating leases $ 404 $ 2,539 $ 11,026 Weighted average remaining lease term - operating leases 3.0 years 3.9 years 4.3 years Weighted average discount rate - operating leases 7.3 % 7.3 % 6.9 % The implicit rate within each lease is not readily determinable and therefore the Company uses its incremental borrowing rate at the lease commencement date to determine the present value of the lease payments. The determination of the incremental borrowing rate requires judgment. The Company determined its incremental borrowing rate for each lease using indicative bank borrowing rates, adjusted for various factors including level of collateralization, term and currency to align with the terms of a lease. Maturities of operating lease liabilities as of June 30, 2026 were as follows (in thousands): Fiscal Year Ending June 30, Amount 2027 $ 3,361 2028 3,414 2029 2,170 2030 950 2031 129 Thereafter 17 Total minimum lease payments 10,041 Less: imputed interest (2,382 ) Present value of net minimum lease payments $ 7,659 Operating lease liabilities: Current (included in Accrued Liabilities) $ 2,754 Noncurrent 4,905 Total $ 7,659 80 12. Commitments and Contingencies Guarantor Arrangements The Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The term of the indemnification period is for the officer or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that limits its exposure and enables the Company to recover a portion of any future amounts under certain circumstances and subject to deductibles and exclusions. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is not material. Accordingly, the Company had no liabilities recorded for these agreements as of June 30, 2026 and 2025. In the ordinary course of its business, the Company from time to time enters into standard indemnification provisions in its agreements with its clients. Pursuant to these provisions, the Company may be obligated to indemnify its clients for certain losses suffered or incurred, including losses arising from violations of applicable law by the Company or by its third-party publishers, losses arising from actions or omissions of the Company or its third-party publishers, and for third-party claims that a Company product infringed upon any United States patent, copyright, or other intellectual property rights. Where practicable, the Company limits its liabilities under such indemnities. Subject to these limitations, the term of such indemnification provisions is generally coterminous with the corresponding agreements and survives for the duration of the applicable statute of limitations after termination of the agreement. The potential amount of future payments to defend lawsuits or settle indemnified claims under these indemnification provisions is generally limited and the Company believes the estimated fair value of these indemnity provisions is not material. Accordingly, the Company had no liabilities recorded for these agreements as of June 30, 2026 and 2025. Letters of Credit The Company has a $0.3 million letter of credit agreement with a financial institution that is used as collateral for the Company’s corporate headquarters’ operating lease. The letter of credit automatically renews annually without amendment unless canceled by the financial institution within 30 days of the annual expiration date. 13. Stockholders’ Equity Stock Repurchases In April 2022, the Board of Directors authorized the 2022 Stock Repurchase Program 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 2026, the Company repurchased and retired 2,308,491 shares of its common stock at an average price of $13.59 per share, at a total cost of $31.4 million (including a broker commission of $0.03 per share). Repurchases under these programs took place in the open market. The repurchased shares of common stock were recorded as treasury stock and were accounted for under the cost method. As of June 30, 2026, approximately $25.4 million remained available for stock repurchases pursuant to the board authorization. There were no repurchases made during the fiscal year 2025. Retirement of Treasury Stock In fiscal year 2026, the Company retired 2,308,491 shares of its common stock with a carrying value of $31.4 million under the 2022 and 2025 Stock Repurchase Programs. In fiscal year 2025, the Company retired no shares of its common stock. The Company’s accounting policy upon the retirement of treasury stock is to deduct its par value from common stock and to reflect any excess of cost over par value as a deduction from additional paid-in capital. 81 14. Stock Benefit Plans Stock-Based Compensation In fiscal years 2026, 2025 and 2024, the Company recorded stock-based compensation expense of $37.4 million, $31.8 million and $23.7 million. In fiscal year 2026, the Company recognized tax benefits related to current year book stock-based compensation of $7.3 million, which is reflected in the Company’s provision for income taxes. There were no tax benefits recognized in fiscal years 2025 and 2024 due to the Company's valuation allowance. Stock Incentive Plans In November 2009, the Company’s board of directors adopted the 2010 Equity Incentive Plan (the “2010 Incentive Plan”) and the Company’s stockholders approved the 2010 Incentive Plan in January 2010. The 2010 Incentive Plan became effective upon the completion of the IPO of the Company’s common stock in February 2010. The 2010 Incentive Plan provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options (“NQSOs”), restricted stock, restricted stock units (“RSUs”), stock appreciation rights, performance-based stock awards and other forms of equity compensation, as well as for the grant of performance cash awards. The Company may issue ISOs only to its employees. NQSOs and all other awards may be granted to employees, including officers, nonemployee directors and consultants. To date, the Company has granted ISOs, NQSOs, service-based RSUs, market-based RSUs, and performance-based RSUs under the 2010 Incentive Plan. ISOs and NQSOs are generally granted to employees with an exercise price equal to the market price of the Company’s common stock at the date of grant. Stock options granted to employees generally have a contractual term of seven years and vest over four years of continuous service, with 25 percent of the stock options vesting on the one-year anniversary of the date of grant and the remaining 75 percent vesting in equal monthly installments over the three year period thereafter. RSUs generally vest over four years of continuous service, with 25 percent of the RSUs vesting on the one-year anniversary of the date of grant and 6.25 percent vesting quarterly thereafter for the next 12 quarters, subject to any performance or stock price targets. Performance-based RSUs vest variably subject to specified financial performance goals. The Company evaluates the portion of the awards that are probable to vest quarterly until the performance criteria are met. An aggregate of 23,125,612 shares of the Company’s common stock were reserved for issuance under the 2010 Incentive Plan as of June 30, 2026, and this amount will be increased by any outstanding stock awards that expire or terminate for any reason prior to their exercise or settlement. The number of shares of the Company’s common stock reserved for issuance was increased annually through July 1, 2019 by up to five percent of the total number of shares of the Company’s common stock outstanding on the last day of the preceding fiscal year. The maximum number of shares that may be issued under the 2010 Incentive Plan is 30,000,000. There were 11,656,451 shares available for issuance under the 2010 Incentive Plan as of June 30, 2026. In November 2009, the Company’s board of directors adopted the 2010 Non-Employee Directors’ Stock Award Plan (the “Directors’ Plan”) and the stockholders approved the Directors’ Plan in January 2010. The Directors’ Plan became effective upon the completion of the Company’s IPO. The Directors’ Plan provides for the automatic grant of NQSOs and RSUs to non-employee directors and also provides for the discretionary grant of NQSOs and RSUs. Stock options granted to new non-employee directors vest in equal monthly installments over four years and annual stock option grants to existing directors vest in equal monthly installments over one year. The initial service-based RSU grants vest daily over a period of four years and annual service-based RSU grants vest daily over a period of one year. An aggregate of 4,598,838 shares of the Company’s common stock were reserved for issuance under the Directors’ Plan as of June 30, 2026. This amount was increased annually through July 1, 2019, by the sum of 200,000 shares and the aggregate number of shares of the Company’s common stock subject to awards granted under the Directors’ Plan during the immediately preceding fiscal year. There were 1,802,275 shares available for issuance under the Directors’ Plan as of June 30, 2026. 82 Valuation Assumptions The Company uses the Black-Scholes option-pricing model to fair value its stock options. Options are granted with an exercise price equal to the fair value of the common stock at the date of grant. The Company calculates the weighted-average expected life of options using the simplified method pursuant to the accounting guidance for share-based payments as its historical exercise experience does not provide a reasonable basis upon which to estimate expected term. The Company estimates the expected volatility of its common stock based on its historical volatility over the expected term of the stock option. The Company has no history or expectation of paying dividends on its common stock. The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected term of the stock option. Stock Option Award Activity No stock options were granted during fiscal year 2026. All stock options outstanding as of June 30, 2026 were vested and exercisable. The following table summarizes the stock option award activity under the plans: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In years) Aggregate Intrinsic Value (In thousands) Outstanding at June 30, 2024 228,603 $ 13.95 3.23 $ 912 Granted 1,785 18.63 Exercised (113,991 ) 8.91 Forfeited — — Expired (122 ) 14.24 Outstanding at June 30, 2025 116,275 $ 18.97 3.06 $ 31 Granted — — Exercised (587 ) 11.78 Forfeited — — Expired (2,524 ) 15.08 Outstanding at June 30, 2026 113,164 $ 19.09 2.12 $ 16 Exercisable at June 30, 2026 113,164 $ 19.09 2.12 $ 16 The following table summarizes the total intrinsic value, the cash received and the actual tax benefit of options exercised (in thousands): Fiscal Year Ended June 30, 2026 2025 2024 Intrinsic value $ 1 $ 1,400 $ 1,561 Cash received 7 1,016 918 Tax benefit — — — There was no unrecognized compensation expense related to stock options because all outstanding options were vested as of June 30, 2026. 83 Service-Based Restricted Stock Unit Activity The following table summarizes the service-based RSU activity under the plans: Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (In years) Aggregate Intrinsic Value (In thousands) Outstanding at June 30, 2024 3,421,867 $ 10.59 1.26 $ 56,769 Granted 1,715,225 19.02 Vested (1,516,841 ) 11.12 Forfeited (175,006 ) 14.89 Outstanding at June 30, 2025 3,445,245 $ 14.33 1.17 $ 55,469 Granted 1,662,973 15.87 Vested (1,577,882 ) 14.41 Forfeited (159,339 ) 15.20 Outstanding at June 30, 2026 3,370,997 $ 15.01 1.18 $ 49,386 As of June 30, 2026, there was $36.3 million of total unrecognized compensation expense related to service-based RSUs, which is expected to be recognized over a weighted-average period of 2.4 years. Performance-Based Restricted Stock Unit Activity The following table summarizes the performance-based RSU activity under the 2010 Incentive Plan: Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (In years) Aggregate Intrinsic Value (In thousands) Outstanding at June 30, 2024 1,016,685 $ 14.24 1.12 $ 16,867 Granted 810,850 16.10 Vested (417,493 ) 16.56 Forfeited (116,689 ) 9.47 Outstanding at June 30, 2025 1,293,353 $ 16.09 1.18 $ 20,824 Granted 944,750 14.65 Vested (534,426 ) 16.59 Forfeited (100,335 ) 10.02 Outstanding at June 30, 2026 1,603,342 $ 15.50 1.17 $ 23,490 As of June 30, 2026, there was $8.8 million of total unrecognized compensation expense related to performance-based RSUs, which is expected to be recognized over a weighted-average period of 1.2 years. At the time of vesting, a portion of RSUs are withheld by the Company to provide for federal and state tax withholding obligations resulting from the release of the RSUs. Employee Stock Purchase Plan In October 2021, the Company adopted the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), with 2,164,999 shares of common stock reserved for future issuance under the plan. The 2021 ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation. The 2021 ESPP provides for consecutive offering periods that will typically have a duration of approximately 24 months in length, and each offering period is comprised of four purchase periods of approximately six months in length. 84 On each purchase date, eligible employees may purchase the Company’s common stock at a price per share equal to 85% of the lesser of (1) the fair market value of the common stock on the first trading day of each offering period, or (2) the fair market value of the common stock on the purchase date. A participant may purchase up to a maximum of 2,500 shares of the common stock during each purchase period, subject to a maximum of $25,000 worth of shares of the common stock in each calendar year (as determined under applicable tax rules). If the fair market value of the common stock on any purchase date is lower than it was on the first trading day of that offering period, participants will be automatically withdrawn from the current offering period and be immediately re-enrolled in a new offering period. In fiscal year 2026, 341,692 shares of common stock were purchased under the 2021 ESPP. As of June 30, 2026, 884,251 shares were available for issuance under the 2021 ESPP. ESPP employee payroll contributions accrued as of June 30, 2026 amounting to $1.5 million are included within accrued liabilities on the Company’s consolidated balance sheet, and will be used to purchase shares for the ESPP purchase period ending on August 24, 2026. The fair value of the purchase rights for the ESPP are estimated on the date of grant using the Black-Scholes model with the following assumptions: Fiscal Year Ended June 30, 2026 2025 2024 Expected term (in years) 0.5 - 2.0 0.5 - 2.0 0.5 - 2.0 Expected volatility 46% - 49% 42% - 58% 48% - 58% Expected dividend yield — — — Risk-free interest rate 3.5% - 4.3% 4.0% - 5.5% 4.5% - 5.5% Grant date fair value $3.27 - $6.65 $2.97 - $8.79 $2.97 - $6.73 15. Segment Information The Company manages its operations as a single operating segment for the purpose of assessing performance and making operating decisions. The Company’s CODM is the chief executive officer, who manages operations based on financial information provided on a consolidated basis to assess performance and decide how to allocate resources. As a single reportable operating segment entity, the Company's segment performance measure is net income (loss), which is used to monitor budget versus actual results. Segment income from operations includes all geographic revenues, related cost of net revenues and operating expenses directly attributable to the reportable segment. The significant components of segment costs and expenses, along with a reconciliation to net income (loss) are presented below (in thousands): Fiscal Year Ended June 30, 2026 2025 2024 Net revenue $ 1,293,712 $ 1,093,711 $ 613,514 Less: DMS expense (1) $ 1,157,111 $ 989,570 $ 572,650 General and administrative expense (2) 21,954 20,683 19,194 Corporate systems expense (2) 2,176 2,197 2,078 Other segment cost and expense (3) 31,236 76,554 50,923 Net income (loss) $ 81,235 $ 4,707 $ (31,331 ) (1) Digital marketing services (“DMS”) expense primarily includes media and marketing expense, personnel-related costs, general facilities, and professional fees. (2) General and administrative expense and Corporate systems expense are primarily comprised of personnel-related costs, professional fees, general facilities, office-related costs and technology service costs. (3) Other segment cost and expense primarily includes non-cash depreciation, amortization, stock-based compensation and other non-recurring expenses, as well as interest and income taxes, which are included in net income (loss). 85 The following tables summarize the net revenue and long-lived assets by geographic area (in thousands): Fiscal Year Ended June 30, 2026 2025 2024 Net revenue: United States $ 1,280,573 $ 1,080,730 $ 607,373 International 13,139 12,981 6,141 Total net revenue $ 1,293,712 $ 1,093,711 $ 613,514 June 30, 2026 2025 Property and equipment, net: United States $ 15,158 $ 16,590 International 1,493 228 Total property and equipment, net $ 16,651 $ 16,818 June 30, 2026 2025 Intangible assets, net: United States $ 19,540 $ 28,475 International 46,753 — Total intangible assets, net $ 66,293 $ 28,475 86