Q2 Holdings (NYSE: QTWO) CDO logs share sale and major equity awards

Rhea-AI Filing Summary

Q2 Holdings, Inc. Chief Delivery Officer John E. Breeden reported mixed insider activity in common stock. He sold 8,924 shares in an open-market transaction at a weighted average price of $50.34 per share under a pre-arranged Rule 10b5-1 trading plan adopted on May 19, 2025.

On the same date, he received several stock awards totaling multiple tranches of 28,908, 11,562, 11,562 and 5,784 shares at no cost, consisting of restricted stock units and performance-based restricted stock units under the 2023 Equity Incentive Plan. Following these transactions, he directly holds 133,128 shares.

The time-based restricted stock units vest 25% starting on March 3, 2027, then quarterly over three years. The performance-based units depend on Q2’s Adjusted EBITDA margin, subscription revenue year-over-year growth for the 12 months ending December 31, 2027, and relative stock performance versus the S&P Software & Services Select Index.

Insider Trade Summary 10b5-1

Net Seller: 8,924 shares ($449,234)

Net Sell 5 txns

Insider Breeden John E

Role Chief Delivery Officer

Sold 8,924 shs ($449K)

Type	Security	Shares	Price	Value
Sale	Common Stock	8,924	$50.34	$449K
Grant/Award	Common Stock	28,908	$0.00	--
Grant/Award	Common Stock	11,562	$0.00	--
Grant/Award	Common Stock	11,562	$0.00	--
Grant/Award	Common Stock	5,784	$0.00	--

Holdings After Transaction: Common Stock — 75,312 shares (Direct)

Footnotes (1)

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 $49.64 to $51.96 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 restricted stock units vest 25% starting March 3, 2027, with the remaining units vesting in equal quarterly installments over the subsequent three years. Represents the target number of shares that may be earned ("Target Amount") pursuant to performance-based restricted stock units ("Units") under the 2023 Equity Incentive Plan, with vesting dependent upon Q2's attainment relative to a target performance metric for Adjusted EBITDA as a percentage of Revenue for the 12 months ending December 31, 2027, as more specifically set forth in the grant agreement. Subject to continued employment, attainment will be determined on the second anniversary of the date of grant, with any earned shares up to 100% of the Target Amount vesting on such date, and any shares issuable pursuant to above-target attainment vesting on the third anniversary of the grant date. Represents the target number of shares that may be earned ("Target Amount") pursuant to performance-based restricted stock units ("Units") under the 2023 Equity Incentive Plan, with vesting dependent upon Q2's attainment relative to a target performance metric for Subscription Revenue Year over Year Growth Revenue for the 12 months ending December 31, 2027, as more specifically set forth in the grant agreement. Subject to continued employment, attainment will be determined on the second anniversary of the date of grant, with any earned shares up to 100% of the Target Amount vesting on such date, and any shares issuable pursuant to above-target attainment vesting on the third anniversary of the grant date. Represents the target number of shares that may be earned ("Target Amount") pursuant to performance-based restricted stock units ("Units") under the 2023 Equity Incentive Plan, with vesting dependent upon Q2's attainment relative to target performance of Q2's common stock price as compared to the S&P Software & Services Select Index, as more specifically set forth in the grant agreement. Subject to continued employment, attainment will be determined on the third anniversary of the date of grant, with 0% to 200% of the Target Amount vesting on such date depending on the level of attainment.

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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).

X

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 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 Delivery Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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	03/11/2026		S(1)		8,924	D	$50.34(2)	75,312	D
Common Stock	03/11/2026	03/11/2026	A		28,908(3)	A	$0	104,220	D
Common Stock	03/11/2026	03/11/2026	A		11,562(4)	A	$0	115,782	D
Common Stock	03/11/2026	03/11/2026	A		11,562(5)	A	$0	127,344	D
Common Stock	03/11/2026	03/11/2026	A		5,784(6)	A	$0	133,128	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 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 $49.64 to $51.96 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 restricted stock units vest 25% starting March 3, 2027, with the remaining units vesting in equal quarterly installments over the subsequent three years.

4. Represents the target number of shares that may be earned ("Target Amount") pursuant to performance-based restricted stock units ("Units") under the 2023 Equity Incentive Plan, with vesting dependent upon Q2's attainment relative to a target performance metric for Adjusted EBITDA as a percentage of Revenue for the 12 months ending December 31, 2027, as more specifically set forth in the grant agreement. Subject to continued employment, attainment will be determined on the second anniversary of the date of grant, with any earned shares up to 100% of the Target Amount vesting on such date, and any shares issuable pursuant to above-target attainment vesting on the third anniversary of the grant date.

5. Represents the target number of shares that may be earned ("Target Amount") pursuant to performance-based restricted stock units ("Units") under the 2023 Equity Incentive Plan, with vesting dependent upon Q2's attainment relative to a target performance metric for Subscription Revenue Year over Year Growth Revenue for the 12 months ending December 31, 2027, as more specifically set forth in the grant agreement. Subject to continued employment, attainment will be determined on the second anniversary of the date of grant, with any earned shares up to 100% of the Target Amount vesting on such date, and any shares issuable pursuant to above-target attainment vesting on the third anniversary of the grant date.

6. Represents the target number of shares that may be earned ("Target Amount") pursuant to performance-based restricted stock units ("Units") under the 2023 Equity Incentive Plan, with vesting dependent upon Q2's attainment relative to target performance of Q2's common stock price as compared to the S&P Software & Services Select Index, as more specifically set forth in the grant agreement. Subject to continued employment, attainment will be determined on the third anniversary of the date of grant, with 0% to 200% of the Target Amount vesting on such date depending on the level of attainment.

Remarks:

	/s/ M. Scott Kerr, attorney-in-fact	03/13/2026
	** 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 insider transactions did Q2 Holdings (QTWO) report for John E. Breeden?

Q2 Holdings reported that Chief Delivery Officer John E. Breeden sold 8,924 shares of common stock and received multiple stock awards. The sale was executed at a weighted average price of $50.34 per share, while the awards were granted at no cost as restricted and performance-based units.

Was the QTWO insider sale by John E. Breeden part of a Rule 10b5-1 plan?

Yes. The filing states the 8,924-share sale was effected under a Rule 10b5-1 trading plan adopted on May 19, 2025. Such pre-arranged plans schedule trades in advance, helping separate routine liquidity events from discretionary market-timing decisions.

How many Q2 Holdings (QTWO) shares does John E. Breeden hold after these Form 4 transactions?

After the reported sale and stock awards, John E. Breeden directly holds 133,128 shares of Q2 Holdings common stock. This total reflects the net position shown in the filing following both the open-market sale and the grants of restricted and performance-based stock units.

What kind of equity awards did QTWO grant to John E. Breeden in this filing?

Q2 Holdings granted John E. Breeden restricted stock units and performance-based restricted stock units under the 2023 Equity Incentive Plan. These awards include time-based vesting and performance-linked tranches tied to profitability, subscription revenue growth, and relative stock performance versus the S&P Software & Services Select Index.

When do John E. Breeden’s time-based restricted stock units in QTWO begin vesting?

The filing notes that the time-based restricted stock units begin vesting 25% on March 3, 2027. The remaining units vest in equal quarterly installments over the following three years, contingent on continued employment with Q2 Holdings during the vesting period.

What performance metrics affect John E. Breeden’s performance-based RSUs in Q2 Holdings (QTWO)?

The performance-based restricted stock units are tied to three metrics: Adjusted EBITDA as a percentage of revenue, subscription revenue year-over-year growth for the 12 months ending December 31, 2027, and Q2’s stock performance relative to the S&P Software & Services Select Index, subject to plan-specific vesting rules.