Q2 Holdings (QTWO) COO receives time- and performance-based RSUs

Rhea-AI Filing Summary

Mukkamala Himagiri K reported acquisition or exercise transactions in this Form 4 filing.

Q2 Holdings, Inc. Chief Operating Officer Mukkamala Himagiri K reported multiple equity grants of common stock as compensation. On March 11, 2026, he received an award of 38,544 restricted stock units that vest 25% starting March 3, 2027, with the balance vesting in equal quarterly installments over the following three years.

He also received three performance-based restricted stock unit awards of 15,418, 15,418, and 7,708 shares, each under the 2023 Equity Incentive Plan. These vest based on Q2’s attainment of Adjusted EBITDA margin, subscription revenue year-over-year growth, and stock price performance versus the S&P Software & Services Select Index over performance periods ending December 31, 2027, with vesting on the second or third anniversary of the grant date depending on results. Following these grants, he directly holds 169,998 shares of 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^*

Mukkamala Himagiri K

(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 Operating 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		38,544(1)	A	$0	131,454	D
Common Stock	03/11/2026	03/11/2026	A		15,418(2)	A	$0	146,872	D
Common Stock	03/11/2026	03/11/2026	A		15,418(3)	A	$0	162,290	D
Common Stock	03/11/2026	03/11/2026	A		7,708(4)	A	$0	169,998	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.
* 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).
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FAQ

What insider transaction did Q2 Holdings (QTWO) COO report on this Form 4?

The COO reported receiving several equity grants of Q2 Holdings common stock. These include one time-based restricted stock unit award and three performance-based restricted stock unit awards, all granted on March 11, 2026 under the company’s 2023 Equity Incentive Plan as part of his compensation.

How many Q2 Holdings shares does COO Mukkamala Himagiri K own after these grants?

After the reported equity grants, the COO directly holds 169,998 shares of Q2 Holdings common stock. This total reflects his position following all four March 11, 2026 restricted stock unit awards disclosed in the Form 4, combining his prior holdings with the new grants.

What are the vesting terms of the 38,544 time-based RSUs granted to QTWO’s COO?

The 38,544 restricted stock units vest 25% starting March 3, 2027. The remaining 75% then vest in equal quarterly installments over the subsequent three years, conditioning full delivery of shares on continued employment over a multi-year period after the initial vesting date.

How do the Adjusted EBITDA performance-based RSUs for QTWO’s COO vest?

One award represents a target number of shares tied to Adjusted EBITDA as a percentage of revenue for the 12 months ending December 31, 2027. Subject to continued employment, attainment is determined on the second anniversary of grant, with above-target shares vesting on the third anniversary.

What performance conditions apply to the subscription revenue growth RSUs at Q2 Holdings?

Another award reflects a target share amount linked to subscription revenue year-over-year growth for the 12 months ending December 31, 2027. Attainment is determined on the second anniversary of the grant date, with up to 100% of target vesting then and any above-target portion vesting on the third anniversary.

How are the stock price performance-based RSUs structured for QTWO’s COO?

A third performance-based grant uses a target share amount tied to Q2’s common stock performance versus the S&P Software & Services Select Index. Subject to continued employment, attainment is measured on the third anniversary of grant, with between 0% and 200% of the target amount vesting on that date.