Q2 Holdings (QTWO) CEO granted 192,716 time- and performance-based RSUs

Rhea-AI Filing Summary

Flake Matthew P reported acquisition or exercise transactions in this Form 4 filing.

Q2 Holdings, Inc. Chief Executive Officer Matthew P. Flake received equity awards covering a total of 192,716 shares of common stock on March 11, 2026, reported at a grant price of $0.00 per share as compensation, not open‑market purchases.

The awards include time-based restricted stock units vesting 25% starting March 3, 2027, with the remainder vesting quarterly over three years, plus three performance-based RSU grants. These performance awards depend on Adjusted EBITDA margin, subscription revenue year-over-year growth, and stock performance versus the S&P Software & Services Select Index through periods ending in 2027. Following these grants, Flake directly holds 675,918 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^*

Flake Matthew P

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		96,358(1)	A	$0	579,560	D
Common Stock	03/11/2026	03/11/2026	A		38,542(2)	A	$0	618,102	D
Common Stock	03/11/2026	03/11/2026	A		38,542(3)	A	$0	656,644	D
Common Stock	03/11/2026	03/11/2026	A		19,274(4)	A	$0	675,918	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 did Q2 Holdings (QTWO) CEO Matthew Flake report in this Form 4?

Q2 Holdings CEO Matthew P. Flake reported receiving equity awards totaling 192,716 shares of common stock as compensation. These consist of time-based restricted stock units and several performance-based RSU grants, all awarded at a stated grant price of $0.00 per share, not market purchases.

How many Q2 Holdings (QTWO) shares does the CEO hold after these grants?

After the reported equity grants, CEO Matthew P. Flake directly holds 675,918 shares of Q2 Holdings common stock. This figure reflects his updated ownership position following the addition of 192,716 time- and performance-based restricted stock units granted on March 11, 2026, under the company’s equity plan.

What are the vesting terms of the time-based RSUs granted to Q2’s CEO?

The time-based RSUs vest 25% starting March 3, 2027, with the remaining units vesting in equal quarterly installments over the following three years. This schedule is designed to align CEO compensation with longer-term service and performance, as outlined under Q2 Holdings’ 2023 Equity Incentive Plan.

What performance metrics affect the Q2 Holdings (QTWO) CEO’s new performance RSUs?

The performance-based RSUs depend on three metrics: Adjusted EBITDA as a percentage of revenue for the twelve months ending December 31, 2027, subscription revenue year-over-year growth for the same period, and Q2’s stock performance versus the S&P Software & Services Select Index, measured over a three-year period.

Can the Q2 CEO earn more or fewer shares than the target performance RSU amounts?

Yes. Each performance-based RSU grant specifies a target number of shares, but the actual shares earned can vary. Depending on Q2’s performance against EBITDA, subscription revenue growth, and stock-price benchmarks, vesting can range from 0% to 200% of the target amount at the specified determination dates.