QTWO insider sale notice: 45,493 shares via Morgan Stanley on 08/22/2025

Rhea-AI Filing Summary

QTWO Form 144 notice: The filing reports a proposed sale of 45,493 common shares through Morgan Stanley Smith Barney LLC with an aggregate market value of $3,441,090.52, with an approximate sale date of 08/22/2025 on the NYSE. The shares were acquired as equity awards earlier in March 2025: 20,263 restricted stock units on 03/03/2025 and 25,230 performance stock units on 03/02/2025. The filer disclosed two recent sales in the past three months by Kirk L Coleman totaling 10,667 shares for gross proceeds of $943,908.55 (sales on 06/02/2025 and 06/10/2025). Several issuer and filer details (CIK, relationship to issuer, and some contact fields) are not provided in the text.

Positive

• Planned sale disclosed with broker and target date, providing execution clarity
• Acquisition details provided (dates and award types: RSUs and PSUs), which aid transparency
• Previous sales in the past three months disclosed, showing recent trading history

Negative

• Large proposed sale value of $3,441,090.52 could be perceived negatively by investors although materiality to the company is not provided
• Issuance lacks certain identifying fields (CIK, filer relationship to issuer and contact details are not present in the content), reducing transparency

Insights

Financial Analyst

TL;DR: Insider proposes to sell ~45.5k shares (~$3.44M); prior June disposals totaled ~10.7k shares for ~$944k, suggesting scheduled award vesting and liquidity transactions.

The transaction appears to be the disposal of recently vested equity awards rather than an open market issuance. The filing identifies the broker and an August 22, 2025 target sale date, which gives clarity on execution timing. Without company market cap or insider ownership percentages in the filing, assessing whether this level of selling is material to shareholders or company capitalization is not possible from the provided text. Continued monitoring of SEC disclosures and subsequent Form 4s would clarify actual sale execution and any remaining holdings.

Corporate Governance Expert

TL;DR: The notice documents planned insider sales tied to equity awards; disclosure is compliant but missing some identifying details.

The filer represents compliance with Rule 144 and attests to lack of undisclosed material information. The filing includes acquisition dates and award types (RSUs and PSUs) and lists recent sales by the named individual. However, several standard issuer/filer identifiers and the filers relationship to the issuer are absent in the provided text, reducing transparency. From a governance perspective, complete issuer/filer identification improves investor transparency; the document as provided omits those fields.

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	45493	3441090.52	62442411	08/22/2025	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	03/03/2025	Restricted Stock Units	Issuer			20263	03/03/2025	N/A
Common	03/02/2025	Performance Stock Units	Issuer			25230	03/02/2025	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
KIRK L COLEMAN 10355 Pecan Park Blvd Austin TX 78729	Common	06/10/2025	3574	323625.70
KIRK L COLEMAN 10355 Pecan Park Blvd Austin TX 78729	Common	06/02/2025	7093	620282.85

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 shares does QTWO plan to sell according to this Form 144?

The filing shows a proposed sale of 45,493 common shares to be executed via Morgan Stanley Smith Barney LLC with an approximate sale date of 08/22/2025.

How much is the proposed QTWO sale worth?

The aggregate market value reported for the proposed sale is $3,441,090.52.

When were the shares being sold originally acquired?

The shares were acquired as equity awards: 20,263 RSUs on 03/03/2025 and 25,230 PSUs on 03/02/2025.

Has the filer sold QTWO shares recently?

Yes. The filing discloses two sales by Kirk L Coleman in the past three months: 7,093 shares on 06/02/2025 for $620,282.85 and 3,574 shares on 06/10/2025 for $323,625.70.

Which broker is handling the proposed sale?

The broker named in the filing is Morgan Stanley Smith Barney LLC (Executive Financial Services, 1 New York Plaza 8th Floor, New York, NY 10004).