Q2 Holdings counsel sells 636 shares for taxes

Q2 Holdings’ General Counsel had shares sold to cover RSU tax withholding and continues to hold over eighty thousand shares.

Rhea-AI Filing Summary

Q2 Holdings, Inc. (QTWO) reported that its General Counsel, Michael S. Kerr, had 636 shares of common stock sold on September 11, 2026 at $60.96 per share. According to the company, this issuer-mandated sale was executed solely to cover tax withholding on vested Restricted Stock Units and was not a discretionary trade. After this transaction, Kerr directly holds 80,739 shares of Q2 Holdings common stock, with no Rule 10b5-1 trading plan reported.

Insider Trade Summary

Net Seller: 636 shares

Net Sell 1 txn

Insider Kerr Michael S

Role General Counsel

Sold 636 shs ($39K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	636	$60.96	$39K

Holdings After Transaction: Common Stock — 80,739 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Shares sold: 636 shares Sale price per share: $60.96 per share Shares held after transaction: 80,739 shares

3 metrics

Shares sold 636 shares Common stock sold on September 11, 2026

Sale price per share $60.96 per share Price for the 636 shares sold on September 11, 2026

Shares held after transaction 80,739 shares Direct holdings of Michael S. Kerr following the sale

Key Terms

Restricted Stock Units, tax withholding obligations, discretionary trade

3 terms

Restricted Stock Units financial

"in connection with the vesting and settlement of Restricted Stock Units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"sale by the Reporting Person to cover tax withholding obligations"

discretionary trade financial

"it does not represent a discretionary trade by the Reporting Person"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did QTWO disclose for General Counsel Michael S. Kerr?

QTWO disclosed that General Counsel Michael S. Kerr had 636 shares of common stock sold on September 11, 2026, in a transaction the company describes as issuer-mandated to satisfy tax withholding tied to vested Restricted Stock Units.

At what price were Michael S. Kerr’s QTWO shares sold?

The 636 QTWO shares associated with Michael S. Kerr were sold at a price of $60.96 per share. The filing characterizes this as a sale in the market or a private transaction used to cover tax withholding obligations on vested Restricted Stock Units.

How many QTWO shares does Michael S. Kerr hold after this transaction?

After the September 11, 2026 transaction, Michael S. Kerr directly holds 80,739 shares of Q2 Holdings common stock. This figure is reported as his direct ownership following the issuer-mandated sale to cover RSU-related tax withholding.

Was the QTWO insider sale by Michael S. Kerr a discretionary trade?

No. A footnote states the sale was an issuer-mandated sale to cover tax withholding obligations from the vesting and settlement of Restricted Stock Units and “does not represent a discretionary trade” by Michael S. Kerr.

Was Michael S. Kerr’s QTWO transaction made under a Rule 10b5-1 trading plan?

No. The filing indicates no Rule 10b5-1 plan. A footnote further explains that the sale was mandated by the issuer to satisfy tax withholding on Restricted Stock Units, not executed under a pre-arranged trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/11/2026 - 07:20 PM Accepted by SEC EDGAR 09/11/2026 - 07:19 PM Learn about SEC filing dates

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 TEXAS 78729

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/11/2026		S(1)		636	D	$60.96	80,739	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 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.

Remarks:

	/s/ Michael S. Kerr	09/11/2026
	** 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.
* Form 4: SEC 1474 (03-26)