Q2 Holdings (QTWO) counsel sells shares and receives new stock awards

Rhea-AI Filing Summary

Q2 Holdings, Inc.’s General Counsel Michael S. Kerr reported both a small stock sale and sizable equity awards. On March 11, 2026, he sold 2,071 shares of common stock in an open-market transaction at a weighted average price of $50.33, executed under a pre-arranged Rule 10b5-1 trading plan adopted on September 11, 2025.

On the same date he received multiple stock grants, including time-based restricted stock units vesting 25% starting March 3, 2027 and quarterly thereafter for three years, and several types of performance-based restricted stock units tied to Adjusted EBITDA margin, subscription revenue growth, and relative stock price performance through the end of 2027 and beyond. After these transactions, he directly owned 81,772 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).

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)
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		S(1)		2,071	D	$50.33(2)	45,156	D
Common Stock	03/11/2026	03/11/2026	A		18,308(3)	A	$0	63,464	D
Common Stock	03/11/2026	03/11/2026	A		7,322(4)	A	$0	70,786	D
Common Stock	03/11/2026	03/11/2026	A		7,322(5)	A	$0	78,108	D
Common Stock	03/11/2026	03/11/2026	A		3,664(6)	A	$0	81,772	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 was effected pursuant to a Rule 10b5-l trading plan adopted by the reporting person on September 11, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.92 to $50.94 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.

3. The restricted stock units vest 25% starting March 3, 2027, with the remaining units vesting in equal quarterly installments over the subsequent three years.

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 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.

5. 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.

6. 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/ Michael S. Kerr	03/13/2026
	** 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).
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FAQ

What insider transactions did Q2 Holdings (QTWO) General Counsel Michael S. Kerr report?

Michael S. Kerr reported a small open-market sale and several equity grants. He sold 2,071 Q2 Holdings shares on March 11, 2026 and received multiple restricted stock unit and performance-based stock unit awards on the same date as part of his equity compensation.

How many Q2 Holdings (QTWO) shares did Michael S. Kerr sell and at what price?

He sold 2,071 shares of Q2 Holdings common stock. The weighted average sale price was $50.33 per share, with individual trades executed between $49.92 and $50.94, according to the filing’s price range disclosure for the March 11, 2026 open-market transaction.

Were Michael S. Kerr’s Q2 Holdings (QTWO) share sales made under a Rule 10b5-1 plan?

Yes. The filing states the 2,071-share sale was effected pursuant to a Rule 10b5-1 trading plan. That pre-arranged plan was adopted by Michael S. Kerr on September 11, 2025, indicating the transaction timing was scheduled in advance rather than decided opportunistically.

What equity awards did Michael S. Kerr receive from Q2 Holdings (QTWO)?

He received several stock awards, including time-based restricted stock units and multiple performance-based restricted stock units. The performance awards use target share amounts and depend on metrics such as Adjusted EBITDA margin, subscription revenue year-over-year growth, and Q2’s stock performance versus the S&P Software & Services Select Index.

How do Michael S. Kerr’s new Q2 Holdings (QTWO) RSUs vest over time?

One restricted stock unit grant vests 25% starting March 3, 2027, with remaining units vesting in equal quarterly installments over three subsequent years. Performance-based units generally vest based on results measured for the 12 months ending December 2027 and on second or third anniversaries of grant dates.

How many Q2 Holdings (QTWO) shares does Michael S. Kerr own after these transactions?

After completing the March 11, 2026 sale and receiving the new stock grants, Michael S. Kerr directly owned 81,772 shares of Q2 Holdings common stock. This figure represents his reported direct beneficial ownership following all the transactions disclosed in the Form 4 filing.