[144] Q2 Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 notice for Q2 Holdings, Inc. (QTWO) records a proposed sale of 967 common shares by an insider through Morgan Stanley Smith Barney, with an aggregate market value of $79,468.06 and an approximate sale date of 09/15/2025 on the NYSE. The filing shows the shares were acquired as restricted stock units on 09/10/2025 and payment/settlement dated 09/10/2025. The filer also reported two recent sales by the same individual in the past three months: 641 shares sold on 09/11/2025 for $52,978.65 and 605 shares under a 10b5-1 plan on 06/16/2025 for $52,229.65. The document includes the standard attestation that the seller is not aware of undisclosed material adverse information.

Positive

• Clear compliance disclosure with Rule 144 and broker details provided
• Use of 10b5-1 plan for a prior sale indicates orderly trading procedures

Negative

• Insider selling activity (967 shares proposed plus two recent sales) could be viewed negatively by some investors despite small size

Insights

Securities Analyst

TL;DR: Insider plans to sell a small block of newly vested RSUs; disclosure is routine and appears compliant with Rule 144.

The proposed sale of 967 shares (~$79k) reflects disposition of recently acquired restricted stock units rather than a large, atypical divestiture. The filing details acquisition date, broker, and recent related sales including a 10b5-1 sale, which supports orderly trading practices. From a market-impact perspective, the amounts are small relative to typical market capitalization for a public SaaS company, suggesting limited price pressure. Compliance disclosures and the Rule 144 notice indicate the seller is following required procedures.

Corporate Governance Specialist

TL;DR: Governance signals show routine insider monetization with appropriate attestation; no governance red flags disclosed.

The notice documents sales of RSUs shortly after acquisition and references a 10b5-1 plan for an earlier sale, which aligns with best practices for avoiding selective disclosure concerns. The signature attestation about lack of undisclosed material information is present. There is no indication of unusual acceleration, loans, or related-party transactions in the filing. Based solely on the provided information, this is a routine insider transaction from a governance perspective.

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

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

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

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	967	79468.06	62442411	09/15/2025	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	09/10/2025	Restricted Stock Units	Issuer			967	09/10/2025	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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
MICHAEL KERR 10355 Pecan Park Blvd Austin TX 78729	Common	09/11/2025	641	52978.65
10b5-1 Sales for MICHAEL KERR 10355 Pecan Park Blvd Austin TX 78729	Common	06/16/2025	605	52229.65

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What insider selling does the QTWO Form 144 disclose?

The filing shows a proposed sale of 967 common shares valued at $79,468.06 with prior sales of 641 shares on 09/11/2025 and 605 shares under a 10b5-1 plan on 06/16/2025.

When were the shares being sold acquired according to the Form 144 for QTWO?

The shares to be sold were acquired as restricted stock units on 09/10/2025, with the filing showing acquisition and payment dates of 09/10/2025.

Which broker is handling the proposed sale in the QTWO 144 filing?

The broker listed is Morgan Stanley Smith Barney LLC, Executive Financial Services, 1 New York Plaza, 8th Floor, New York, NY 10004.

What exchange is the proposed QTWO sale expected to occur on?

The filing lists the New York Stock Exchange (NYSE) as the securities exchange for the approximate sale date of 09/15/2025.

Does the Form 144 indicate any undisclosed material information about QTWO?

No. The signer provides the standard attestation that they do not know of any material adverse information about the issuer that has not been publicly disclosed.