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Filing Details

Accession Number:: 0001410384-25-000050
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-03-10 16:09:25
Reporting Period:: 2025-03-06

Filing Date:: 2025-03-10
Accepted Time:: 2025-03-10 16:09:25
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1410384	Q2 Holdings Inc.	QTWO	Services-Prepackaged Software (7372)	202706637

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1597592	P Matthew Flake	10355 Pecan Park Blvd. Austin TX 78729	Chief Executive Officer	Yes	Yes	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2025-03-06	56,799	$78.28	453,849	No	4	S	Direct
Common Stock	Acquisiton	2025-03-06	60,887	$0.00	514,736	No	4	A	Direct
Common Stock	Acquisiton	2025-03-06	30,444	$0.00	545,180	No	4	A	Direct
Common Stock	Acquisiton	2025-03-06	30,443	$0.00	575,623	No	4	A	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	A	Direct
No	4	A	Direct
No	4	A	Direct

Footnotes

The sale reported was effected pursuant to a Rule 10b5-l trading plan adopted by the reporting person on November 12, 2024.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.84 to $80.62 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.
Shares of stock acquired represent shares underlying Restricted Stock Units. The Restricted Stock Units vest annually in four equal installments beginning March 3, 2026.
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 Non-GAAP Revenue for the 12 months ending December 31, 2026, 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.
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.