QTWO Form 144: Proposed Sale of 6,105 Shares Valued $455K

Q2 Holdings (QTWO) Form 144 notice reports a proposed sale of 6,105 common shares through Morgan Stanley Smith Barney LLC on the NYSE, with an aggregate market value of $455,188.80 and total shares outstanding of 62,442,411.

Rhea-AI Filing Summary

Q2 Holdings (QTWO) Form 144 notice reports a proposed sale of 6,105 common shares through Morgan Stanley Smith Barney LLC on the NYSE, with an aggregate market value of $455,188.80 and total shares outstanding of 62,442,411. The shares were acquired as restricted stock units on 08/21/2018 and the filer indicates an approximate sale date of 08/18/2025. No securities were reported sold in the past three months. The filing includes the standard representation that the seller is not aware of undisclosed material adverse information and references Rule 10b5-1 plan adoption language, though no plan adoption date or signer name is provided.

Positive

• Disclosure of broker and planned sale date (Morgan Stanley Smith Barney LLC; 08/18/2025) provides transparency
• Securities originated from RSUs granted 08/21/2018, indicating routine disposition of vested equity
• No securities sold in the past three months, suggesting this is not part of a rapid disposal pattern

Negative

• Filing extract does not include the seller's name or signature, limiting ability to assess insider identity
• No Rule 10b5-1 plan adoption date or explicit plan details are provided in the content

Insights

Securities Analyst

TL;DR: Routine insider sale notice; size is small relative to outstanding shares, likely immaterial to market.

The Form 144 discloses a proposed sale of 6,105 shares valued at $455,188.80. Relative to the issuer's outstanding share count of 62,442,411, this represents a very small percent of float and is unlikely to move market prices by itself. The shares originate from restricted stock units granted on 08/21/2018, indicating these are vested equity disposals rather than cash-financed purchases. The absence of any reported sales in the prior three months reduces concerns about an ongoing disposal program. Materiality: neutral.

Corporate Governance Expert

TL;DR: Compliance appears standard; missing signer name or plan date limits disclosure completeness.

The filing follows Rule 144 format and identifies the broker and proposed sale date, and includes the seller's attestation about undisclosed material information. However, the document does not list the identity of the selling person, signature, or a Rule 10b5-1 plan adoption date if applicable. While this may reflect redaction or omission in the provided extract, those details are typically important for assessing intent and insider trading safeguards. Impact: neutral to minor governance note.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Form 144 filed for QTWO disclose?

The filing discloses a proposed sale of 6,105 common shares valued at $455,188.80 to be executed via Morgan Stanley Smith Barney LLC on or about 08/18/2025 on the NYSE.

When and how were the shares being sold acquired?

The shares were acquired as Restricted Stock Units (RSUs) on 08/21/2018, with the acquisition and payment date listed as 08/21/2018.

Does the filing report any sales in the past three months for QTWO?

No. The section 'Securities Sold During The Past 3 Months' states Nothing to Report.

How large is the proposed sale relative to outstanding shares?

The filing lists 62,442,411 shares outstanding; the proposed sale of 6,105 shares is a very small fraction of that total.

Is there evidence of a 10b5-1 trading plan in the filing?

The form references Rule 10b5-1 language but does not provide a plan adoption date or plan details in the provided content.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/18/2025 - 04:38 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001597609
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Q2 HOLDINGS INC
SEC File Number	001-36350
Address of Issuer	10355 Pecan Park Blvd Austin TEXAS 78729
Phone	8334443469
Name of Person for Whose Account the Securities are To Be Sold	JOHN BREEDEN
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	6105	455188.80	62442411	08/18/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	08/21/2018	Restricted Stock Units	Issuer			6105	08/21/2018	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks	The securities to be sold were acquired upon the vesting of restricted stock units during the period of 08/21/2018 through 12/08/2020.
Date of Notice	08/18/2025
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	05/19/2025
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ John Breeden
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)