Q2 Holdings (QTWO) counsel sells small share block to cover RSU taxes

Rhea-AI Filing Summary

Q2 Holdings, Inc. General Counsel Michael S. Kerr reported an issuer-mandated sale of 397 shares of common stock at $44.98 per share to cover tax withholding obligations tied to vesting Restricted Stock Units. After this non-discretionary sale, he directly holds 81,375 shares.

Insider Trade Summary

Net Seller: 397 shares ($17,857)

Net Sell 1 txn

Insider Kerr Michael S

Role General Counsel

Sold 397 shs ($18K)

Type	Security	Shares	Price	Value
Sale	Common Stock	397	$44.98	$18K

Holdings After Transaction: Common Stock — 81,375 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 397 shares Sale price: $44.98 per share Shares held after transaction: 81,375 shares

3 metrics

Shares sold 397 shares Open-market sale on tax withholding mandate

Sale price $44.98 per share Price for the 397 shares sold

Shares held after transaction 81,375 shares Direct holdings after the sale

Key Terms

Restricted Stock Units, tax withholding obligations, open-market sale

3 terms

Restricted Stock Units financial

"in connection with the vesting and settlement of Restricted Stock Units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"sale ... to cover tax withholding obligations in connection with the vesting"

open-market sale financial

"transaction_action: "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kerr Michael S

(Last) (First) (Middle)

10355 PECAN PARK BLVD

(Street)

AUSTIN TEXAS 78729

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Q2 Holdings, Inc. [ QTWO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/14/2026		S(1)		397	D	$44.98	81,375	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sale reported on this Form 4 represents an Issuer mandated sale by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units, and it does not represent a discretionary trade by the Reporting Person.

Remarks:

	/s/ Michael S. Kerr	05/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did QTWO General Counsel Michael Kerr report?

Michael S. Kerr reported selling 397 shares of Q2 Holdings common stock. The shares were sold at $44.98 each to satisfy tax withholding obligations from vesting Restricted Stock Units, and the sale was issuer-mandated rather than a discretionary trade.

Was the QTWO insider stock sale by Michael Kerr a discretionary trade?

No, the sale was not discretionary. The filing states it was an issuer-mandated sale to cover tax withholding obligations arising from the vesting and settlement of Restricted Stock Units, meaning Kerr did not choose the timing or decision to sell independently.

How many QTWO shares did Michael Kerr sell and at what price?

Michael S. Kerr sold 397 shares of Q2 Holdings common stock. The reported sale price was $44.98 per share in an open-market transaction conducted solely to cover tax withholding obligations associated with recently vested Restricted Stock Units.

How many QTWO shares does Michael Kerr hold after this Form 4 transaction?

After the reported transaction, Michael S. Kerr holds 81,375 shares of Q2 Holdings common stock directly. This shows the 397 shares sold for tax withholding purposes represent a very small portion of his overall reported equity position in the company.

What is the reason for Michael Kerr’s QTWO stock sale noted in the Form 4 footnote?

The footnote explains the sale was mandated by the issuer to cover tax withholding obligations. These obligations arose when Restricted Stock Units vested and settled, so the sale functioned as a tax payment mechanism rather than a voluntary reduction of his investment.