Q2 Holdings (NYSE: QTWO) CEO logs share awards and 118,511-share sale

Rhea-AI Filing Summary

Q2 Holdings, Inc. Chief Executive Officer Matthew P. Flake reported a mix of stock awards and sales of the company’s common stock. He acquired 71,058 and 65,602 shares at no cost through performance-based restricted stock units that vested based on Q2’s financial and stock-price performance conditions set in prior grant agreements.

Flake then executed open-market sales of 91,590 shares at $49.75 per share and 26,921 shares at $49.72 per share. According to a footnote, one sale was mandated by the issuer to cover tax withholding tied to restricted stock unit vesting rather than a discretionary trade. After these transactions, he directly holds 503,815 shares.

Insider Trade Summary

Net Seller: 118,511 shares ($5,895,115)

Net Sell 4 txns

Insider Flake Matthew P

Role Chief Executive Officer

Sold 118,511 shs ($5.90M)

Type	Security	Shares	Price	Value
Sale	Common Stock	91,590	$49.75	$4.56M
Sale	Common Stock	26,921	$49.72	$1.34M
Grant/Award	Common Stock	65,602	$0.00	--
Grant/Award	Common Stock	71,058	$0.00	--

Holdings After Transaction: Common Stock — 503,815 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^*

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)
03/02/2026

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		71,058(1)	A	$0	556,724	D
Common Stock	03/03/2026		S(2)		26,921	D	$49.72	529,803	D
Common Stock	03/03/2026		A		65,602(3)	A	$0	595,405	D
Common Stock	03/04/2026		S(2)		91,590	D	$49.75(4)	503,815	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’s CEO report in this Form 4?

Q2 Holdings CEO Matthew P. Flake reported both stock awards and sales of common stock. He received performance-based restricted stock units that vested into shares and then completed open-market sales, including a sale mandated to cover tax withholding obligations.

How many Q2 Holdings (QTWO) shares did the CEO sell?

Matthew P. Flake reported selling 91,590 shares at $49.75 per share and 26,921 shares at $49.72 per share. A footnote explains that one of the reported sales was an issuer-mandated transaction to satisfy tax withholding from restricted stock unit vesting.

What stock awards did Q2 Holdings’ CEO receive in the filing?

The Form 4 shows grants of 71,058 shares and 65,602 shares of common stock at no cost to Matthew P. Flake. These came from performance-based restricted stock units granted on March 2, 2023, which vested based on specified adjusted EBITDA and stock-price performance conditions.

Were any QTWO CEO share sales discretionary trades?

The filing states that one reported sale was mandated by Q2 Holdings to cover tax withholding due on restricted stock unit vesting, and was not a discretionary trade by Matthew P. Flake. Another sale is described as an open-market transaction at a reported weighted average price.

How many Q2 Holdings shares does the CEO own after these transactions?

After the reported grants and sales, Matthew P. Flake directly owns 503,815 shares of Q2 Holdings common stock. This figure reflects his direct holdings immediately following the latest transaction disclosed in the Form 4 filing.

What performance conditions triggered the QTWO stock awards to the CEO?

The additional shares resulted from performance-based restricted stock units granted on March 2, 2023. Vesting depended on Q2 Holdings’ adjusted EBITDA relative to revenue and on its common stock performance compared with the S&P Software & Services Industry Index, as detailed in the grant agreement footnotes.