Q2 Holdings (QTWO) CPO executes 25,288-share sale under 10b5-1 tax plan

Rhea-AI Filing Summary

Q2 Holdings, Inc. Chief People Officer Kimberly Anne Rutledge reported two open-market sales of Q2 common stock. On March 5, she sold 20,948 shares at a weighted average price of $51.66 per share, in multiple trades between $51.61 and $52.46. On March 9, she sold 4,340 shares at a weighted average price of $51.35 per share, in multiple trades between $51.34 and $51.70. The filing notes the activity was carried out under a Rule 10b5-1 trading plan adopted on September 12, 2025, and that the reported sale represents an issuer-mandated sale to cover tax withholding on vested restricted stock units, not a discretionary trade. Following these transactions, she directly held 83,738 Q2 common shares.

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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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^*

Rutledge Kimberly Anne

(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 People 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/05/2026		S(1)		20,948	D	$51.66(2)	88,078	D
Common Stock	03/09/2026		S(3)		4,340	D	$51.35(4)	83,738	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 September 12, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.61 to $52.46 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.

FAQ

What insider activity did Q2 Holdings (QTWO) report for Kimberly Anne Rutledge?

Q2 Holdings reported that Chief People Officer Kimberly Anne Rutledge sold a total of 25,288 shares of common stock in two open-market transactions, executed under a Rule 10b5-1 plan and to cover tax withholding on vested restricted stock units.

How many Q2 Holdings (QTWO) shares did Kimberly Anne Rutledge sell and at what prices?

She sold 20,948 shares at a weighted average price of $51.66 and 4,340 shares at a weighted average price of $51.35. The trades occurred in multiple transactions within disclosed price ranges around those averages.

Were Kimberly Anne Rutledge’s Q2 Holdings (QTWO) share sales discretionary trades?

The filing states the sale was executed under a Rule 10b5-1 trading plan and represents an issuer-mandated sale to cover tax withholding on restricted stock unit vesting, indicating it was not a discretionary trade by the reporting person.

What trading plan governed Kimberly Anne Rutledge’s Q2 Holdings (QTWO) stock sales?

The stock sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Kimberly Anne Rutledge on September 12, 2025, which pre-scheduled transactions in accordance with SEC rules for insider trading plans.

How many Q2 Holdings (QTWO) shares does Kimberly Anne Rutledge own after the reported sales?

After the reported transactions, Kimberly Anne Rutledge directly held 83,738 shares of Q2 Holdings common stock, as indicated by the post-transaction ownership figure in the Form 4 filing.

What price ranges applied to Kimberly Anne Rutledge’s recent Q2 Holdings (QTWO) stock sales?

For the March 5 transaction, sales occurred between $51.61 and $52.46 per share. For the March 9 transaction, sales occurred between $51.34 and $51.70 per share, with reported weighted average prices for each date.