Were Michael S. Kerr’s QTWO share sales discretionary trades?

The filing states that one sale was mandated by Q2 Holdings to cover tax withholding on restricted stock unit vesting, not a discretionary trade. Another sale was executed under a pre-established Rule 10b5-1 trading plan adopted on September 11, 2025.

Q2 Holdings (NYSE: QTWO) counsel logs 12,375-share insider sale

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Q2 Holdings, Inc. general counsel Michael S. Kerr reported selling a total of 12,375 shares of common stock in two open-market transactions, at weighted average prices of about $51–52 per share. Following the most recent sale, he holds 47,227 shares directly.

The filing notes that one sale was executed under a Rule 10b5-1 trading plan adopted on September 11, 2025, and that another sale was mandated by the issuer to cover tax withholding obligations arising from the vesting and settlement of restricted stock units, rather than representing a discretionary trade.

Insider Trade Summary

Net Seller: 12,375 shares ($638,418)

Net Sell 2 txns

Insider Kerr Michael S

Role General Counsel

Sold 12,375 shs ($638K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,821	$51.35	$145K
Sale	Common Stock	9,554	$51.66	$494K

Holdings After Transaction: Common Stock — 47,227 shares (Direct)

Footnotes (1)

The sale reported was effected pursuant to a Rule 10b5-l trading plan adopted by the reporting person on September 11, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.76 to $52.46 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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

03/09/2026 - 06:56 PM

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^*

Kerr Michael S

(Last)

(First)

(Middle)

10355 PECAN PARK BLVD

(Street)

AUSTIN

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)
03/05/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/05/2026		S⁽¹⁾		9,554	D	$51.66⁽²⁾	50,048	D
Common Stock	03/09/2026		S⁽³⁾		2,821	D	$51.35⁽⁴⁾	47,227	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $50.76 to $52.46 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 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.

4. 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/ Michael S. Kerr	03/09/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many QTWO shares did Michael S. Kerr sell in this Form 4?

Michael S. Kerr reported selling a total of 12,375 shares of Q2 Holdings common stock. The transactions were split across two open-market sales, as detailed in the Form 4, and reduced his direct holdings to 47,227 shares after the most recent transaction.

At what prices did Michael S. Kerr sell Q2 Holdings (QTWO) shares?

The reported sales used weighted average prices around the low-$50 range per share. One footnote shows trades between $50.76 and $52.46, and another between $51.34 and $51.70, with the Form 4 listing weighted averages for each transaction date.

Does Michael S. Kerr still own Q2 Holdings (QTWO) shares after these sales?

Yes. After the reported insider sales, Michael S. Kerr directly owns 47,227 shares of Q2 Holdings common stock. This figure reflects his holdings immediately following the latest transaction disclosed in the Form 4 filing for these open-market sales.

What is Michael S. Kerr’s role at Q2 Holdings (QTWO) in this Form 4?

Michael S. Kerr is identified as an officer of Q2 Holdings serving as General Counsel. The Form 4 reports his insider transactions in the company’s common stock, reflecting his status as a senior executive subject to SEC insider reporting requirements.

What is a Rule 10b5-1 trading plan mentioned in the QTWO Form 4?

A Rule 10b5-1 trading plan is a pre-arranged program for trading shares under preset terms. The filing notes one reported sale was executed under such a plan adopted by Michael S. Kerr on September 11, 2025, helping separate trading decisions from later nonpublic information.