Q2 Holdings (NYSE: QTWO) CEO sells shares to cover RSU tax obligations

Rhea-AI Filing Summary

Q2 Holdings, Inc. Chief Executive Officer Matthew P. Flake reported an open-market sale of 20,613 shares of common stock at a weighted average price of $51.35 per share. According to the disclosure, this was an issuer-mandated sale to cover tax withholding obligations tied to the vesting and settlement of restricted stock units, rather than a discretionary trade. After this transaction, Flake directly holds 483,202 shares of Q2 Holdings 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
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).

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)
03/09/2026

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	03/09/2026		S(1)		20,613	D	$51.35(2)	483,202	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 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.

2. 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	03/11/2026
	** 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 transaction did Q2 Holdings (QTWO) report for CEO Matthew P. Flake?

Q2 Holdings reported that CEO Matthew P. Flake sold 20,613 common shares. The shares were sold in an open-market transaction primarily to satisfy tax withholding obligations related to vesting restricted stock units, rather than as a discretionary portfolio decision by the executive.

How many Q2 Holdings (QTWO) shares did the CEO sell and at what price?

Matthew P. Flake sold 20,613 Q2 Holdings common shares at a weighted average of $51.35. A footnote explains the individual trades occurred between $51.34 and $51.70 per share, with full trade details available to investors upon request.

Why did the Q2 Holdings (QTWO) CEO sell 20,613 shares in this Form 4 filing?

The sale was mandated by the issuer to cover tax withholding obligations. It arose from the vesting and settlement of restricted stock units, meaning the transaction was driven by tax compliance needs, not by a discretionary choice to reduce equity exposure.

How many Q2 Holdings (QTWO) shares does CEO Matthew P. Flake hold after the sale?

Following the reported transaction, Matthew P. Flake holds 483,202 common shares directly. This remaining stake shows that, despite the tax-related sale, he continues to maintain a substantial equity position aligned with Q2 Holdings shareholders.

Were the Q2 Holdings (QTWO) CEO’s share sales under a trading plan or discretionary?

The filing states the sale was issuer mandated to cover tax withholding. It specifically notes that the transaction does not represent a discretionary trade by the reporting person, emphasizing its routine, tax-driven nature instead of voluntary selling activity.