Executive stock grants and tax-related sales at Q2 Holdings (QTWO)

Rhea-AI Filing Summary

Q2 Holdings, Inc. Chief Business Officer Kirk L. Coleman reported a mix of stock awards and sales. He acquired 23,556 and 21,746 shares of common stock at no cost from performance-based restricted stock units granted on March 2, 2023, after meeting vesting conditions tied to Adjusted EBITDA of Revenue and stock-price performance versus an industry index. To cover tax withholding on vested restricted stock units, he executed issuer-mandated open-market sales of 7,752 shares at $49.72 per share and 31,104 shares at $49.75 per share. Following these transactions, he directly holds 262,657 shares of Q2 Holdings common stock.

Insider Trade Summary

Net Seller: 38,856 shares ($1,932,853)

Net Sell 4 txns

Insider Coleman Kirk L

Role Chief Business Officer

Sold 38,856 shs ($1.93M)

Type	Security	Shares	Price	Value
Sale	Common Stock	31,104	$49.75	$1.55M
Sale	Common Stock	7,752	$49.72	$385K
Grant/Award	Common Stock	21,746	$0.00	--
Grant/Award	Common Stock	23,556	$0.00	--

Holdings After Transaction: Common Stock — 262,657 shares (Direct)

Footnotes (1)

1. Represents shares received, in excess of the target number ("Target Amount") of shares previously reported on Form 4, upon the final vesting of performance-based restricted stock units originally granted on March 2, 2023 ("Units"). As previously disclosed, subject to continued employment, up to 100% of the Target Amount of shares was scheduled to vest on the second anniversary, with the performance multiplier shares schedule to vest on the third anniversary. On the second year the number of Units that actually vested was to be up to 100% of the Target Amount, and in the third year the number of Units that actually could vest would be up to 200% of the Target Amount, in each case depending upon the performance of Q2 Holdings, Inc.'s Adjusted EBITDA of Revenue, as more specifically set forth in the grant agreement. 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. Represents shares received, in excess of the target number ("Target Amount") of shares previously reported on Form 4, upon the final vesting of performance-based restricted stock units originally granted on March 2, 2023 ("Units"). As previously disclosed, subject to continued employment, on the third anniversary the number of Units that actually could vest would be up to 200% of the Target Amount, in each case depending upon the performance of Q2 Holdings, Inc.'s common stock price as compared to the S&P Software & Services Industry Index, as more specifically set forth in the grant agreement. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.75 to $50.05 inclusive. Reporting Person undertakes to provide to Q2 Holdings, Inc., any security holder of Q2 Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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
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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^*

Coleman Kirk L

(Last) (First) (Middle)

10355 PECAN PARK BLVD

(Street)

AUSTIN TX 78729

(City) (State) (Zip)

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)
	Chief Business Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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

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

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

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	03/02/2026		A		23,556(1)	A	$0	279,767	D
Common Stock	03/03/2026		S(2)		7,752	D	$49.72	272,015	D
Common Stock	03/03/2026		A		21,746(3)	A	$0	293,761	D
Common Stock	03/04/2026		S(2)		31,104	D	$49.75(4)	262,657	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. Represents shares received, in excess of the target number ("Target Amount") of shares previously reported on Form 4, upon the final vesting of performance-based restricted stock units originally granted on March 2, 2023 ("Units"). As previously disclosed, subject to continued employment, up to 100% of the Target Amount of shares was scheduled to vest on the second anniversary, with the performance multiplier shares schedule to vest on the third anniversary. On the second year the number of Units that actually vested was to be up to 100% of the Target Amount, and in the third year the number of Units that actually could vest would be up to 200% of the Target Amount, in each case depending upon the performance of Q2 Holdings, Inc.'s Adjusted EBITDA of Revenue, as more specifically set forth in the grant agreement.

2. 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.

3. Represents shares received, in excess of the target number ("Target Amount") of shares previously reported on Form 4, upon the final vesting of performance-based restricted stock units originally granted on March 2, 2023 ("Units"). As previously disclosed, subject to continued employment, on the third anniversary the number of Units that actually could vest would be up to 200% of the Target Amount, in each case depending upon the performance of Q2 Holdings, Inc.'s common stock price as compared to the S&P Software & Services Industry Index, as more specifically set forth in the grant agreement.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.75 to $50.05 inclusive. Reporting Person undertakes to provide to Q2 Holdings, Inc., any security holder of Q2 Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/ M. Scott Kerr, attorney-in-fact	03/04/2026
	** 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.

FAQ

What did Q2 Holdings (QTWO) executive Kirk L. Coleman report in this Form 4?

Kirk L. Coleman reported new stock awards and related share sales. He received performance-based restricted stock that vested after meeting preset metrics, and sold a portion of shares in issuer-mandated transactions to cover tax withholding obligations arising from that vesting and settlement activity.

How many Q2 Holdings (QTWO) shares did Kirk L. Coleman sell and at what prices?

Kirk L. Coleman reported selling 7,752 Q2 Holdings common shares at $49.72 and 31,104 shares at $49.75. A footnote notes one sale used a weighted average price based on multiple trades between $49.75 and $50.05 per share during that transaction range.

Were Kirk L. Coleman’s Q2 Holdings (QTWO) stock sales discretionary trades?

One footnote states a reported sale was mandated by the issuer to cover tax withholding obligations from vesting restricted stock units. It clarifies that sale does not represent a discretionary trade by Kirk L. Coleman, but rather a transaction executed to satisfy tax requirements.

What performance conditions governed Kirk L. Coleman’s Q2 Holdings (QTWO) stock awards?

The vested shares came from performance-based restricted stock units granted March 2, 2023. Vesting depended on Q2 Holdings’ Adjusted EBITDA of Revenue and on its common stock performance versus the S&P Software & Services Industry Index, with potential vesting up to 200% of a defined Target Amount.

How many Q2 Holdings (QTWO) shares does Kirk L. Coleman own after these transactions?

After the reported grants and sales, Kirk L. Coleman directly holds 262,657 shares of Q2 Holdings common stock. This figure reflects his ownership following the most recent transaction disclosed in the Form 4, as stated in the post-transaction holdings column.

What are the key dates for Kirk L. Coleman’s Q2 Holdings (QTWO) Form 4 transactions?

The Form 4 shows award-related acquisitions on March 2, 2026 and March 3, 2026. It also reports open-market sales on March 3, 2026 and March 4, 2026, linked to tax withholding on vested restricted stock unit settlements during that period.