[Form 4] Q2 Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Q2 Holdings, Inc. General Counsel Michael S. Kerr reported multiple stock transactions in company common shares. He received grants or awards of 6,282 shares on March 2 and 5,799 shares on March 3, both at a price of $0.00 per share, reflecting vesting of performance-based restricted stock units tied to company metrics. He then executed issuer-mandated open-market sales of 1,550 shares at $49.72 on March 3 and 7,157 shares at a weighted average price of $49.75 on March 4 to cover tax withholding obligations upon vesting. After these transactions, he directly held 59,602 shares of Q2 Holdings common stock.

Insider Trade Summary

Net Seller: 8,707 shares ($433,127)

Net Sell 4 txns

Insider Kerr Michael S

Role General Counsel

Sold 8,707 shs ($433K)

Type	Security	Shares	Price	Value
Sale	Common Stock	7,157	$49.75	$356K
Sale	Common Stock	1,550	$49.72	$77K
Grant/Award	Common Stock	5,799	$0.00	--
Grant/Award	Common Stock	6,282	$0.00	--

Holdings After Transaction: Common Stock — 59,602 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^*

Kerr Michael S

(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)
	General Counsel

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		6,282(1)	A	$0	62,510	D
Common Stock	03/03/2026		S(2)		1,550	D	$49.72	60,960	D
Common Stock	03/03/2026		A		5,799(3)	A	$0	66,759	D
Common Stock	03/04/2026		S(2)		7,157	D	$49.75(4)	59,602	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/ Michael S. Kerr	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).
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