Q2 Holdings (NYSE: QTWO) COO share sale covers RSU tax withholding

Rhea-AI Filing Summary

Q2 Holdings, Inc. Chief Operating Officer Mukkamala Himagiri K reported an issuer-mandated sale of 1,343 shares of common stock on March 9, 2026. The shares were sold at a weighted average price of $51.35 per share to cover tax withholding on vested restricted stock units. After this transaction, he directly owns 92,910 shares of Q2 Holdings common stock. The company notes this was not a discretionary trade by the executive.

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

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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^*

Mukkamala Himagiri K

(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 Operating 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)		1,343	D	$51.35(2)	92,910	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 did Q2 Holdings (QTWO) disclose in this Form 4 for its COO?

Q2 Holdings reported that COO Mukkamala Himagiri K sold 1,343 common shares. The sale was issuer-mandated to cover tax withholding from vested restricted stock units and was not a discretionary trade. He continues to hold 92,910 Q2 Holdings shares directly after the transaction.

How many QTWO shares did the COO sell and at what price?

The COO sold 1,343 Q2 Holdings common shares at a weighted average price of $51.35 per share. The filing notes the shares were sold in multiple trades between $51.34 and $51.70, with detailed trade breakdowns available on request from the company or the SEC.

Why did Q2 Holdings’ COO sell shares in this Form 4 filing?

The sale was executed to cover tax withholding obligations tied to the vesting and settlement of restricted stock units. The company specifies this was an issuer-mandated transaction rather than a voluntary or discretionary sale by the COO, limiting its informational signal about his outlook.

How many Q2 Holdings (QTWO) shares does the COO still own after this sale?

Following the tax-related sale, the COO directly owns 92,910 Q2 Holdings common shares. This indicates the 1,343 shares sold represent a relatively small portion of his total direct holdings, suggesting the transaction is primarily administrative rather than a major portfolio shift.

Were the QTWO COO’s share sales under a single price or a range of prices?

The 1,343 shares were sold at a weighted average price of $51.35, but executed in multiple trades between $51.34 and $51.70. The COO has committed to provide full trade-by-trade pricing details upon request to the company, security holders, or SEC staff.