[8-K] Q2 Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Q2 Holdings (QTWO) announced a new share repurchase authorization of up to $150 million. The program permits purchases in the open market or privately negotiated transactions, including accelerated share repurchases, block trades, or under Rule 10b5-1 trading plans. It has no expiration date, does not obligate the company to buy a specific number of shares, and may be suspended, modified, or terminated at any time. Repurchases are expected to be funded from existing cash balances, with the number of shares repurchased dependent on market conditions and other factors.

The company also furnished a press release with financial results for the quarter ended September 30, 2025, as an exhibit. The results release is furnished and not filed under the Exchange Act.

Insights

Equity Capital Markets Analyst

$150M buyback authorization adds flexibility; execution optional.

Q2 Holdings authorized repurchases of up to $150 million of common stock. The program allows multiple methods—open market, privately negotiated deals, accelerated share repurchases, block trades, and Rule 10b5-1 plans—giving the company discretion over timing and approach.

The authorization has no expiration and can be suspended, modified, or terminated, which means actual repurchase activity will depend on market conditions and company priorities. Funding is expected to come from existing cash balances, avoiding the need for external financing based on the provided excerpt.

The company also furnished its third-quarter results press release for the period ended September 30, 2025. Any impact from repurchases will depend on future execution; the excerpt does not specify timing or amounts to be retired.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 5, 2025

Q2 HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter) 

Delaware

001-36350

20-2706637

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

10355 Pecan Park Boulevard

Austin, Texas 78729

(Address of Principal Executive Offices, and Zip Code)

(833) 444-3469

Registrant's Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report) 

Securities registered pursuant to Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): 

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

QTWO

New York Stock Exchange

Common Stock, $0.0001 par value

QTWO

NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On November 5, 2025, Q2 Holdings, Inc. (the "Company") issued a press release regarding its financial results for the third quarter ended September 30, 2025. A copy of the Company's press release is furnished herewith as Exhibit 99.1.

The information furnished in this Current Report under this Item 2.02 and the exhibit furnished herewith shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

On November 5, 2025, the Company also announced that its Board of Directors has authorized a share repurchase program, pursuant to which the Company may purchase up to $150 million of its common stock in the open market or in privately negotiated transactions, including accelerated share repurchase transactions, block trades or pursuant to Rule 10b5-1 trading plans. The share repurchase program has no expiration date, does not obligate the Company to acquire a specified number of shares and may be suspended, modified or terminated by the Board of Directors at any time, without prior notice. The number of shares to be repurchased will depend on market conditions and other factors. Repurchases under the program are expected to be funded from existing cash balances.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press release dated November 5, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Q2 HOLDINGS, INC.
November 5, 2025			/s/ Jonathan A. Price Jonathan A. Price Chief Financial Officer

FAQ

What did Q2 Holdings (QTWO) authorize in its latest 8-K?

The Board authorized a share repurchase program for up to $150 million of common stock.

How will QTWO conduct repurchases under the $150 million program?

Repurchases may occur via open market or privately negotiated deals, including accelerated share repurchases, block trades, and Rule 10b5-1 plans.

Does the QTWO buyback program have an expiration date?

No. The program has no expiration date and may be suspended, modified, or terminated at any time.

How will QTWO fund the share repurchases?

Repurchases are expected to be funded from existing cash balances.

Did QTWO report quarterly results with this filing?

Yes. QTWO furnished a press release with financial results for the quarter ended September 30, 2025 as Exhibit 99.1.

Is QTWO obligated to repurchase a certain number of shares?

No. The company is not obligated to acquire a specified number of shares; purchases depend on market conditions and other factors.