Q2 Holdings (QTWO) officer executes 74,783-share sale to cover tax withholding

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Q2 Holdings, Inc. Chief Delivery Officer John E. Breeden reported two open-market sales of common stock totaling 74,783 shares. On March 5, he sold 68,707 shares at a weighted average price of $51.73 per share, and on March 9, he sold 6,076 shares at a weighted average price of $51.35 per share. The prices reflect multiple trades within ranges of $50.63–$52.48 and $51.34–$51.70, respectively. These sales were effected under a Rule 10b5-l trading plan and represent issuer-mandated transactions to cover tax withholding on vested restricted stock units, not discretionary trades. Following the transactions, he held 84,236 shares of Q2 Holdings common stock directly.

Insider Trade Summary

Net Seller: 74,783 shares ($3,866,216)

Net Sell 2 txns

Insider Breeden John E

Role Chief Delivery Officer

Sold 74,783 shs ($3.87M)

Type	Security	Shares	Price	Value
Sale	Common Stock	6,076	$51.35	$312K
Sale	Common Stock	68,707	$51.73	$3.55M

Holdings After Transaction: Common Stock — 84,236 shares (Direct)

Footnotes (1)

The sale reported was effected pursuant to a Rule 10b5-l trading plan adopted by the reporting person on May 19, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.63 to $52.48 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. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.34 to $51.70 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 →

03/09/2026 - 06:59 PM

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^*

Breeden John E

(Last)

(First)

(Middle)

10355 PECAN PARK BLVD.

(Street)

AUSTIN

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 Delivery Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/05/2026		S⁽¹⁾		68,707	D	$51.73⁽²⁾	90,312	D
Common Stock	03/09/2026		S⁽³⁾		6,076	D	$51.35⁽⁴⁾	84,236	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The sale reported was effected pursuant to a Rule 10b5-l trading plan adopted by the reporting person on May 19, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.63 to $52.48 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.

3. 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.34 to $51.70 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	03/09/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did QTWO report for John E. Breeden?

Q2 Holdings reported that Chief Delivery Officer John E. Breeden sold a total of 74,783 common shares. The sales occurred on March 5 and March 9, 2026, as part of issuer-directed transactions tied to restricted stock unit vesting and related tax withholding obligations.

At what prices did John E. Breeden sell QTWO shares?

John E. Breeden’s QTWO share sales used weighted average prices of $51.73 and $51.35 per share. The actual trades took place in multiple transactions, within price ranges of $50.63–$52.48 and $51.34–$51.70, according to the Form 4 footnote disclosures.

How many QTWO shares does John E. Breeden hold after these sales?

After the reported transactions, John E. Breeden directly holds 84,236 shares of Q2 Holdings common stock. This figure reflects his position following the March 9, 2026 issuer-mandated sale related to tax withholding on vested restricted stock units.

Were John E. Breeden’s QTWO stock sales discretionary trades?

The Form 4 states the QTWO stock sales were not discretionary trades by John E. Breeden. They were issuer-mandated sales executed under a Rule 10b5-l trading plan to satisfy tax withholding obligations triggered by the vesting and settlement of restricted stock units.

What trading plan governed John E. Breeden’s QTWO stock sales?

The sales reported for John E. Breeden were effected under a Rule 10b5-l trading plan. According to the Form 4, this trading plan was adopted by the reporting person on May 19, 2025, and governed the structured execution of the disclosed stock sale transactions.

What role does John E. Breeden hold at Q2 Holdings (QTWO)?

John E. Breeden is identified as the Chief Delivery Officer of Q2 Holdings, Inc. in the Form 4 filing. This officer role is specified in the reporting person section and provides context for his insider status regarding QTWO common stock ownership and mandated share transactions.