Q2 Holdings (NYSE: QTWO) CRO reports Form 4 stock sales and 10b5-1 plan

Rhea-AI Filing Summary

Q2 Holdings, Inc. Chief Revenue Officer reported two stock sales of company shares. On December 10, 2025, the insider sold 4,177 shares of common stock at a price of $73.68 per share, leaving 171,635 shares beneficially owned afterward. On December 12, 2025, the insider sold an additional 5,123 shares at a weighted average price of $75.46, with 166,512 shares beneficially owned following this transaction.

The filing explains that the first sale was an issuer-mandated sale to cover tax withholding tied to vesting of restricted stock units, rather than a discretionary trade. The second sale was executed under a pre-established Rule 10b5-1 trading plan adopted on June 13, 2024, which is designed to allow insiders to systematically sell shares under preset conditions.

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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X

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^*

Volanoski Michael A.

(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 Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

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	12/10/2025		S(1)		4,177	D	$73.68	171,635	D
Common Stock	12/12/2025		S(2)		5,123	D	$75.46(3)	166,512	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.

2. The sale reported was effected pursuant to a Rule 10b5-l trading plan adopted by the reporting person on June 13, 2024.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.15 to $76.09 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	12/12/2025
	** 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 activity did Q2 Holdings (QTWO) report in this Form 4?

The Chief Revenue Officer of Q2 Holdings, Inc. reported selling 4,177 shares of common stock on December 10, 2025 at $73.68 per share and 5,123 shares on December 12, 2025 at a weighted average price of $75.46.

How many Q2 Holdings (QTWO) shares does the insider still own after these sales?

After the December 10, 2025 sale, the insider beneficially owned 171,635 shares of Q2 Holdings common stock, and after the December 12, 2025 sale, the reported beneficial ownership was 166,512 shares.

Why were some of the Q2 Holdings (QTWO) shares sold by the insider?

The filing states that the December 10, 2025 sale represented an issuer-mandated sale to cover tax withholding obligations related to the vesting and settlement of Restricted Stock Units, and was not a discretionary trade by the reporting person.

Was a Rule 10b5-1 trading plan used for the Q2 Holdings (QTWO) insider sale?

Yes. The filing notes that the December 12, 2025 sale was effected under a Rule 10b5-1 trading plan adopted by the reporting person on June 13, 2024, which pre-arranges trading instructions.

How is the sale price reported for the December 12, 2025 QTWO transaction?

The $75.46 price reported for the December 12, 2025 sale is a weighted average price. The shares were sold in multiple transactions at prices ranging from $75.15 to $76.09 per share.

What position does the reporting person hold at Q2 Holdings (QTWO)?

The reporting person is identified as an Officer of Q2 Holdings, Inc., with the title of Chief Revenue Officer.