Q2 Holdings General Counsel sells 1,608 shares under 10b5-1 plan and tax sale

Rhea-AI Filing Summary

Michael S. Kerr, General Counsel of Q2 Holdings, Inc. (QTWO), reported two insider sales of common stock totaling 1,608 shares. The first sale on 09/11/2025 disposed of 641 shares at $82.65 per share to satisfy tax withholding arising from the vesting and settlement of restricted stock units. The second sale on 09/15/2025 disposed of 967 shares at $82.60 per share and was executed under a Rule 10b5-1 trading plan adopted March 17, 2025. After the transactions the reporting person beneficially owned 56,228 shares. The Form 4 is signed by Michael S. Kerr on 09/15/2025.

Positive

• Use of Rule 10b5-1 plan for the 09/15/2025 sale demonstrates pre-planned, compliant trading activity
• Tax-withholding sale on 09/11/2025 was issuer-mandated related to RSU vesting, not a discretionary trade

Negative

• Insider sold 1,608 shares (641 at $82.65 and 967 at $82.60), reducing beneficial ownership to 56,228 shares

Insights

Corporate Governance Expert

TL;DR: Insider sales were largely administrative and conducted under a pre-established trading plan, indicating procedural compliance.

The filing documents two small-scale dispositions by the issuer's General Counsel: one mandatory sale to cover tax withholding from RSU vesting and one executed under a Rule 10b5-1 plan. Both explanations align with standard governance practices to avoid opportunistic trading. The sizes (641 and 967 shares) are relatively modest and the use of a trading plan reduces concern about opportunistic timing, supporting a neutral governance signal.

Securities Analyst

TL;DR: Transactions are routine insider sales; they slightly reduce insider share count but show pre-planned execution.

The Form 4 reports total proceeds at roughly the reported prices ($82.65 and $82.60) for a combined 1,608 shares sold. The beneficial ownership declined to 56,228 shares. Because one sale was issuer-mandated for tax withholding and the other occurred under a 10b5-1 plan, the trades appear operational rather than signaling a change in conviction about company prospects. Impact on capitalization is immaterial based on disclosed amounts.

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).

X

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^*

Kerr Michael S

(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)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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	09/11/2025		S(1)		641	D	$82.65	57,195	D
Common Stock	09/15/2025		S(2)		967	D	$82.6	56,228	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 sale reported was effected pursuant to a Rule 10b5-l trading plan adopted by the reporting person on March 17, 2025

Remarks:

	/s/ Michael S. Kerr	09/15/2025
	** 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 transactions did Michael S. Kerr report for QTWO?

The Form 4 reports two sales: 641 shares on 09/11/2025 at $82.65 (issuer-mandated for tax withholding) and 967 shares on 09/15/2025 at $82.60 under a Rule 10b5-1 plan.

Why was the 09/11/2025 sale made according to the filing?

The filing states the sale on 09/11/2025 was an issuer-mandated sale to cover tax withholding obligations from the vesting and settlement of Restricted Stock Units.

Was any sale executed under a pre-established trading plan for QTWO insider activity?

Yes. The 09/15/2025 sale of 967 shares was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 17, 2025.

How many QTWO shares did Michael S. Kerr own after these transactions?

After the reported transactions the reporting person beneficially owned 56,228 shares of QTWO common stock.

When was the Form 4 signed by the reporting person?

The Form 4 is signed by Michael S. Kerr and dated 09/15/2025.