Q2 Holdings (QTWO) Form 4: Breeden sells 6,105 shares via 10b5-1

Rhea-AI Filing Summary

John E. Breeden, Chief Delivery Officer of Q2 Holdings, Inc. (QTWO), reported a sale of 6,105 shares of common stock on 08/18/2025. The shares were sold under a Rule 10b5-1 trading plan adopted on May 19, 2025, at a weighted average price of $75.27 per share, with transaction prices ranging from $74.79 to $75.76. After the sale, the reporting person beneficially owned 149,643 shares. The Form 4 was signed by attorney-in-fact M. Scott Kerr on 08/19/2025.

Positive

• Sale executed under a Rule 10b5-1 plan, indicating the transaction followed a pre-established, non-discretionary trading arrangement
• Detailed pricing disclosure provided: weighted average price $75.27 and explicit range $74.79–$75.76 with offer to provide per-trade details on request

Negative

• Disposition of 6,105 shares reduced beneficial holdings, leaving 149,643 shares reported after the transaction

Insights

Securities Analyst

TL;DR: Routine insider sale under a 10b5-1 plan; not an unscheduled disposition.

The reported disposition of 6,105 shares at a weighted average of $75.27 was executed pursuant to a pre-established Rule 10b5-1 plan adopted May 19, 2025, which typically signals a planned, non-discretionary sale rather than an opportunistic insider trade. The remaining beneficial ownership is 149,643 shares, which the filing explicitly states. No derivative transactions or option exercises are reported. From a trading-impact perspective, the filing documents a single non-derivative disposal with disclosure of price range and weighted average.

Corporate Governance Expert

TL;DR: Governance disclosure is complete and shows reliance on a 10b5-1 plan for compliance.

The Form 4 clearly identifies the reporting person, role (Chief Delivery Officer), and the mechanics of the sale, including the Rule 10b5-1 plan adoption date and the weighted-average sale price range. The filing was executed by an attorney-in-fact and includes required explanatory footnotes about price range and availability of per-trade details upon request. This level of disclosure aligns with standard Section 16 reporting practices and provides shareholders and regulators with the necessary transactional detail.

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).

X

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^*

Breeden John E

(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 Delivery Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		S(1)		6,105	D	$75.27(2)	149,643	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 was effected pursuant to a Rule 10b5-l trading plan adopted by the reporting person on May 19, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.79 to $75.76 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	08/19/2025
	** 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 John E. Breeden report on Form 4 for QTWO?

The Form 4 reports a sale of 6,105 shares of Q2 Holdings common stock on 08/18/2025, with a weighted average price of $75.27 per share.

Was the QTWO insider sale part of a 10b5-1 plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 19, 2025.

How many QTWO shares does the reporting person own after the sale?

The reporting person beneficially owned 149,643 shares following the reported transaction.

What price range and weighted average price were disclosed for the QTWO sale?

Transaction prices ranged from $74.79 to $75.76, with a disclosed weighted average price of $75.27.

Who signed the Form 4 for the QTWO filing?

The Form 4 was signed by attorney-in-fact M. Scott Kerr on 08/19/2025.