Q2 Holdings (QTWO) CFO sells shares to cover RSU tax obligations

Rhea-AI Filing Summary

Q2 Holdings, Inc. Chief Financial Officer Jonathan Price reported a mix of stock awards and tax-related sales of common stock. He received 23,556 shares on March 2, 2026 and 21,746 shares on March 3, 2026 at no cost from performance-based restricted stock units that vested.

To cover tax withholding tied to these vestings, he executed issuer-mandated open-market sales of 7,680 shares on March 3, 2026 at about $49.72 per share and 32,156 shares on March 4, 2026 at a weighted average price around $49.75 within a $49.75–$50.05 range. After these transactions, he directly held 197,135 shares of Q2 Holdings common stock.

Insider Trade Summary

Net Seller: 39,836 shares ($1,981,611)

Net Sell 4 txns

Insider Price Jonathan

Role Chief Financial Officer

Sold 39,836 shs ($1.98M)

Type	Security	Shares	Price	Value
Sale	Common Stock	32,156	$49.75	$1.60M
Sale	Common Stock	7,680	$49.72	$382K
Grant/Award	Common Stock	21,746	$0.00	--
Grant/Award	Common Stock	23,556	$0.00	--

Holdings After Transaction: Common Stock — 197,135 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^*

Price Jonathan

(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 Financial 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		23,556(1)	A	$0	215,225	D
Common Stock	03/03/2026		S(2)		7,680	D	$49.72	207,545	D
Common Stock	03/03/2026		A		21,746(3)	A	$0	229,291	D
Common Stock	03/04/2026		S(2)		32,156	D	$49.75(4)	197,135	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 did Q2 Holdings (QTWO) CFO Jonathan Price report in this Form 4?

Jonathan Price reported receiving performance-based stock awards and related tax-withholding sales. He acquired 45,302 common shares at no cost from vested performance-based restricted stock units, then sold 39,836 shares in issuer-mandated transactions to cover tax obligations, leaving him with 197,135 directly held shares.

How many Q2 Holdings (QTWO) shares did the CFO acquire through awards?

Jonathan Price acquired 23,556 shares on March 2, 2026 and 21,746 shares on March 3, 2026. These shares came from the vesting of performance-based restricted stock units granted in March 2023, tied to Q2 Holdings’ financial and stock performance conditions outlined in the original grant agreement.

How many Q2 Holdings (QTWO) shares did the CFO sell, and at what prices?

He sold 7,680 shares on March 3, 2026 at about $49.72 per share and 32,156 shares on March 4, 2026 at a weighted average price around $49.75, with individual trades ranging from $49.75 to $50.05, according to the weighted-average price disclosure in the filing footnote.

Were the Q2 Holdings (QTWO) share sales by the CFO discretionary trades?

The filing states the sales were issuer-mandated to cover tax withholding from restricted stock unit vesting. The footnote explains they were executed to satisfy tax obligations on vested awards, and therefore are not characterized as discretionary open-market trading decisions by Jonathan Price.

How many Q2 Holdings (QTWO) shares does the CFO hold after these transactions?

Following the reported acquisitions and tax-related sales, Jonathan Price directly holds 197,135 shares of Q2 Holdings common stock. This post-transaction balance reflects all four reported transactions and is disclosed in the Form 4 as his total direct ownership position afterward.

What performance conditions affected the CFO’s Q2 Holdings (QTWO) RSU vesting?

The performance-based restricted stock units vesting depended on Q2 Holdings’ Adjusted EBITDA of Revenue and common stock performance versus the S&P Software & Services Industry Index. Footnotes describe vesting up to 200% of target amounts over three years, contingent on meeting these specified performance benchmarks.