Q2 Holdings (QTWO) CFO granted time- and performance-based RSUs

Rhea-AI Filing Summary

Price Jonathan reported acquisition or exercise transactions in this Form 4 filing.

Q2 Holdings Chief Financial Officer Jonathan Price reported multiple equity awards of Common Stock as compensation. On March 11, 2026, he received time-based restricted stock units and several performance-based restricted stock unit awards at a grant price of $0.00 per share. The time-based units vest 25% starting on March 3, 2027, with the rest vesting in equal quarterly installments over the following three years. Additional awards are tied to Q2’s Adjusted EBITDA margin, subscription revenue year-over-year growth, and relative stock performance versus the S&P Software & Services Select Index through December 31, 2027, with potential vesting from 0% up to 200% of target shares depending on results. Following these grants, Price directly holds 284,813 shares of Q2 common stock.

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

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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^*

Price Jonathan

(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 Financial 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	03/11/2026	A		48,179(1)	A	$0	236,634	D
Common Stock	03/11/2026	03/11/2026	A		19,272(2)	A	$0	255,906	D
Common Stock	03/11/2026	03/11/2026	A		19,272(3)	A	$0	275,178	D
Common Stock	03/11/2026	03/11/2026	A		9,635(4)	A	$0	284,813	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 restricted stock units vest 25% starting March 3, 2027, with the remaining units vesting in equal quarterly installments over the subsequent three years.

2. 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.

3. 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.

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 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.
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FAQ

What insider transactions did QTWO CFO Jonathan Price report?

Jonathan Price reported four equity compensation transactions in Q2 Holdings common stock. These were grants of restricted stock units and performance-based restricted stock units on March 11, 2026, at a grant price of $0.00 per share, rather than open-market purchases or sales.

How many Q2 Holdings (QTWO) shares does the CFO own after these grants?

After the reported grants, Q2 Holdings Chief Financial Officer Jonathan Price directly holds 284,813 shares of common stock. This figure reflects his updated ownership position following the March 11, 2026 equity awards disclosed in the Form 4 filing.

How do Jonathan Price’s time-based RSUs at Q2 Holdings vest?

The time-based restricted stock units for Jonathan Price vest over four years. They vest 25% starting on March 3, 2027, with the remaining units vesting in equal quarterly installments over the subsequent three years, conditioned on his continued employment with Q2 Holdings.

What performance metrics affect QTWO CFO performance-based RSUs?

Price’s performance-based restricted stock units depend on three metrics through December 31, 2027. These are Adjusted EBITDA as a percentage of revenue, subscription revenue year-over-year growth, and Q2’s stock performance versus the S&P Software & Services Select Index, with payouts from 0% to 200% of target.

When will vesting be determined for QTWO CFO performance-based RSUs?

For Adjusted EBITDA and subscription growth awards, attainment is determined on the second anniversary of the grant date, with above-target shares vesting on the third anniversary. For the relative stock performance award, attainment and vesting occur on the third anniversary, subject to continued employment.

Are the QTWO CFO equity awards open-market purchases or compensation grants?

The reported QTWO transactions are compensation-related grants, not open-market purchases. All four transactions use code “A” for awards of restricted stock units and performance-based units granted at $0.00 per share, reflecting equity compensation rather than discretionary buying or selling.