Q2 Holdings (QTWO) CPO sells shares and receives new performance stock awards
Rhea-AI Filing Summary
Q2 Holdings, Inc. Chief People Officer Kimberly Anne Rutledge reported a mix of stock sales and equity awards. She sold 3,187 shares of common stock in an open-market transaction at a weighted average price of $50.37 per share, executed under a pre-arranged Rule 10b5-1 trading plan. After this sale, she continued to receive equity-based compensation, with multiple grants totaling 43,362 shares of restricted and performance-based stock units at no cash cost. These awards vest over multi-year schedules tied to time-based service and performance metrics, including Adjusted EBITDA margin, subscription revenue growth, and relative stock performance versus the S&P Software & Services Select Index. Following all reported transactions, Rutledge directly holds 123,913 shares of Q2 Holdings common stock, indicating the sale represents a small portion of her overall stake.
Positive
- None.
Negative
- None.
Insights
Routine equity grants alongside a small, pre-planned insider sale.
Chief People Officer Kimberly Anne Rutledge sold 3,187 Q2 Holdings shares at a weighted average of $50.37 under a Rule 10b5-1 trading plan. This is a modest disposition relative to her post-transaction holdings of 123,913 shares.
She simultaneously received equity awards totaling 43,362 shares at no cash cost, including time-based restricted stock units and performance-based units. Performance vesting hinges on metrics such as Adjusted EBITDA as a percentage of revenue, subscription revenue year-over-year growth, and relative stock performance versus the S&P Software & Services Select Index.
The sale represents roughly a low-single-digit percentage of her stake and was pre-scheduled via a 10b5-1 plan, which typically signals routine portfolio management rather than a directional view. The multi-year vesting schedules extending through around 2027 align her compensation with longer-term company performance.
Insider Trade Summary 10b5-1
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 3,187 | $50.37 | $161K |
| Grant/Award | Common Stock | 21,681 | $0.00 | -- |
| Grant/Award | Common Stock | 8,672 | $0.00 | -- |
| Grant/Award | Common Stock | 8,672 | $0.00 | -- |
| Grant/Award | Common Stock | 4,337 | $0.00 | -- |
Footnotes (1)
- The sale reported was effected pursuant to a Rule 10b5-l trading plan adopted by the reporting person on September 12, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.94 to $51.20 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. The restricted stock units vest 25% starting March 3, 2027, with the remaining units vesting in equal quarterly installments over the subsequent three years. 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, 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. 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. 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.
