Q2 Holdings (QTWO) officer reports stock awards and tax-driven share sales

Rhea-AI Filing Summary

Q2 Holdings, Inc. Chief Delivery Officer John E. Breeden reported a mix of stock awards and mandated sales. He received two grants of common stock totaling tens of thousands of shares at no cost upon vesting of performance-based restricted stock units tied to EBITDA and stock-price benchmarks. To cover tax withholding from these vestings, he sold 41,966 shares of common stock in open-market transactions at weighted-average prices around $49.7 per share. After these transactions, he directly owned 159,019 shares of Q2 Holdings common stock.

Insider Trade Summary

Net Seller: 41,966 shares ($2,087,553)

Net Sell 4 txns

Insider Breeden John E

Role Chief Delivery Officer

Sold 41,966 shs ($2.09M)

Type	Security	Shares	Price	Value
Sale	Common Stock	33,445	$49.75	$1.66M
Sale	Common Stock	8,521	$49.72	$424K
Grant/Award	Common Stock	24,646	$0.00	--
Grant/Award	Common Stock	26,696	$0.00	--

Holdings After Transaction: Common Stock — 159,019 shares (Direct)

Footnotes (1)

1. Represents shares received, in excess of the target number ("Target Amount") of shares previously reported on Form 4, upon the final vesting of performance-based restricted stock units originally granted on March 2, 2023 ("Units"). As previously disclosed, subject to continued employment, up to 100% of the Target Amount of shares was scheduled to vest on the second anniversary, with the performance multiplier shares schedule to vest on the third anniversary. On the second year the number of Units that actually vested was to be up to 100% of the Target Amount, and in the third year the number of Units that actually could vest would be up to 200% of the Target Amount, in each case depending upon the performance of Q2 Holdings, Inc.'s Adjusted EBITDA of Revenue, as more specifically set forth in the grant agreement. 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. Represents shares received, in excess of the target number ("Target Amount") of shares previously reported on Form 4, upon the final vesting of performance-based restricted stock units originally granted on March 2, 2023 ("Units"). As previously disclosed, subject to continued employment, on the third anniversary the number of Units that actually could vest would be up to 200% of the Target Amount, in each case depending upon the performance of Q2 Holdings, Inc.'s common stock price as compared to the S&P Software & Services Industry Index, as more specifically set forth in the grant agreement. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.75 to $50.05 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Breeden John E

(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 Delivery Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		A		26,696(1)	A	$0	176,339	D
Common Stock	03/03/2026		S(2)		8,521	D	$49.72	167,818	D
Common Stock	03/03/2026		A		24,646(3)	A	$0	192,464	D
Common Stock	03/04/2026		S(2)		33,445	D	$49.75(4)	159,019	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. Represents shares received, in excess of the target number ("Target Amount") of shares previously reported on Form 4, upon the final vesting of performance-based restricted stock units originally granted on March 2, 2023 ("Units"). As previously disclosed, subject to continued employment, up to 100% of the Target Amount of shares was scheduled to vest on the second anniversary, with the performance multiplier shares schedule to vest on the third anniversary. On the second year the number of Units that actually vested was to be up to 100% of the Target Amount, and in the third year the number of Units that actually could vest would be up to 200% of the Target Amount, in each case depending upon the performance of Q2 Holdings, Inc.'s Adjusted EBITDA of Revenue, as more specifically set forth in the grant agreement.

2. 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.

3. Represents shares received, in excess of the target number ("Target Amount") of shares previously reported on Form 4, upon the final vesting of performance-based restricted stock units originally granted on March 2, 2023 ("Units"). As previously disclosed, subject to continued employment, on the third anniversary the number of Units that actually could vest would be up to 200% of the Target Amount, in each case depending upon the performance of Q2 Holdings, Inc.'s common stock price as compared to the S&P Software & Services Industry Index, as more specifically set forth in the grant agreement.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.75 to $50.05 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	03/04/2026
	** 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 transactions did QTWO Chief Delivery Officer John E. Breeden report?

John E. Breeden reported both stock awards and mandated sales. He received two grants of Q2 Holdings common stock at no cost as performance-based restricted stock units vested, and sold 41,966 shares in open-market transactions primarily to cover tax withholding obligations.

How many Q2 Holdings (QTWO) shares did John E. Breeden sell and at what prices?

Breeden sold 41,966 Q2 Holdings common shares in total. The transactions occurred at weighted-average prices around $49.72–$49.75 per share, with shares sold in multiple trades within a narrow intraday range, according to the detailed price range disclosure in the filing footnotes.

Were John E. Breeden’s QTWO share sales discretionary trades?

The filing states the sales were not discretionary. They were issuer-mandated transactions executed to cover tax withholding obligations tied to the vesting and settlement of restricted stock units, meaning they were undertaken for tax purposes rather than voluntary portfolio rebalancing or open-market selling decisions.

What type of stock awards did QTWO grant to John E. Breeden in this filing?

Breeden received common shares from vesting performance-based restricted stock units. These awards were tied to Q2 Holdings’ Adjusted EBITDA of Revenue and to Q2’s stock price performance versus the S&P Software & Services Industry Index, with potential vesting up to 200% of a defined target amount.

How many Q2 Holdings (QTWO) shares does John E. Breeden own after these transactions?

After the reported grants and tax-related sales, Breeden directly owns 159,019 shares of Q2 Holdings common stock. This post-transaction holding reflects the net result of performance-based restricted stock unit vesting events and the issuer-mandated sales executed to satisfy related tax withholding requirements.

What performance conditions affected John E. Breeden’s QTWO stock unit vesting?

The performance-based units vesting depended on Q2 Holdings’ Adjusted EBITDA of Revenue and later on Q2’s stock performance versus the S&P Software & Services Industry Index. Vesting could reach up to 200% of the target share amount based on these multi-year performance criteria defined in the grant agreement.