Q2 Holdings (QTWO) grants 67,452-share equity awards to Chief Business Officer

Rhea-AI Filing Summary

Coleman Kirk L reported acquisition or exercise transactions in this Form 4 filing.

Q2 Holdings, Inc. reported that Chief Business Officer Kirk L. Coleman received equity awards of company common stock on March 11, 2026. He was granted a total of 67,452 shares at no cost, increasing his direct holdings to 319,260 shares after the transactions.

The awards consist of restricted stock units that vest over time and performance-based restricted stock units tied to adjusted EBITDA margin, subscription revenue year-over-year growth for the 12 months ending December 31, 2027, and Q2’s stock performance versus the S&P Software & Services Select Index, with vesting schedules running up to three years from grant.

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^*

Coleman Kirk L

(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 Business Officer

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	03/11/2026	A		33,726(1)	A	$0	285,534	D
Common Stock	03/11/2026	03/11/2026	A		13,490(2)	A	$0	299,024	D
Common Stock	03/11/2026	03/11/2026	A		13,490(3)	A	$0	312,514	D
Common Stock	03/11/2026	03/11/2026	A		6,746(4)	A	$0	319,260	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 restricted stock units vest 25% starting March 3, 2027, with the remaining units vesting in equal quarterly installments over the subsequent three years.

2. 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 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.

3. 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.

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 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/ M. Scott Kerr, attorney-in-fact	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did QTWO's Chief Business Officer report?

Kirk L. Coleman, Q2 Holdings’ Chief Business Officer, reported equity awards totaling 67,452 shares of common stock. These were granted on March 11, 2026 at no cost and increased his direct ownership to 319,260 shares following the transactions, according to the Form 4 filing details.

How many QTWO shares does Kirk L. Coleman hold after this Form 4?

After the reported grants, Kirk L. Coleman directly holds 319,260 shares of Q2 Holdings common stock. This figure reflects the cumulative effect of the March 11, 2026 equity awards and provides investors with an updated view of his direct ownership stake in the company.

What types of equity awards did QTWO grant to its Chief Business Officer?

Q2 Holdings granted a mix of time-based restricted stock units and performance-based restricted stock units. The performance-based units are tied to adjusted EBITDA as a percentage of revenue, subscription revenue year-over-year growth, and Q2’s stock performance versus the S&P Software & Services Select Index over multi-year periods.

When do the new restricted stock units for QTWO's executive start vesting?

A portion of the restricted stock units begins vesting 25% on March 3, 2027, with the remaining units vesting in equal quarterly installments over the following three years. Additional performance-based units vest based on results measured through December 31, 2027 and on the third anniversary of grant.

What performance metrics affect QTWO's new performance-based restricted stock units?

The performance-based restricted stock units depend on Q2’s adjusted EBITDA as a percentage of revenue, subscription revenue year-over-year growth for the 12 months ending December 31, 2027, and Q2’s common stock performance compared with the S&P Software & Services Select Index, each with specified vesting determinations.

Are the QTWO equity awards to Kirk L. Coleman market purchases or compensation grants?

These transactions are compensation-related grants, not open-market purchases. The Form 4 uses transaction code “A” for grant or award acquisitions, with a price of $0.0000 per share, indicating stock and units awarded under Q2’s 2023 Equity Incentive Plan rather than bought in the market.