Q2 Holdings (QTWO) CBO receives performance stock awards and sells shares for tax withholding

Rhea-AI Filing Summary

Q2 Holdings, Inc. Chief Business Officer Kirk L. Coleman reported a mix of equity awards and a mandated share sale. On 2026-06-01, he received two grants of common stock totaling 34,895 shares (17,934 shares and 16,961 shares) at no cost, reflecting above-target vesting of performance-based restricted stock units granted on May 31, 2023.

On the same date, 20,894 shares of common stock were sold at $49.50 per share to cover tax withholding obligations related to restricted stock unit vesting, which the footnote states was an issuer-mandated, non-discretionary sale. Following these transactions, Coleman directly holds 298,366 shares of Q2 Holdings common stock.

Insights

Equity compensation analyst

Routine performance-based equity vesting with a tax-driven share sale.

The filing shows Kirk L. Coleman receiving 34,895 common shares as equity compensation tied to performance-based restricted stock units granted on May 31, 2023. Footnotes explain these represent above-target vesting outcomes based on stock price and Adjusted EBITDA of Revenue benchmarks.

A separate 20,894-share transaction at $49.50 per share is coded as a sale but footnoted as an issuer-mandated sale solely to satisfy tax withholding on vesting, not a discretionary decision. After these events, Coleman directly holds 298,366 shares, indicating the net effect is an increase in his equity stake.

Given the compensation-related nature and the non-discretionary tax sale, this activity is best viewed as routine equity vesting rather than a directional signal about Q2 Holdings’ prospects.

Insider Trade Summary

Net Seller: 20,894 shares ($1,034,253)

Net Sell 3 txns

Insider Coleman Kirk L

Role Chief Business Officer

Sold 20,894 shs ($1.03M)

Type	Security	Shares	Price	Value
Sale	Common Stock	20,894	$49.50	$1.03M
Grant/Award	Common Stock	16,961	$0.00	--
Grant/Award	Common Stock	17,934	$0.00	--

Holdings After Transaction: Common Stock — 298,366 shares (Direct, null)

Footnotes (1)

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. 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 May 31, 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. 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 May 31, 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 additional potential performance multiplier shares of up to an additional 100% of Target scheduled to vest on the third anniversary, 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.

Key Figures

Equity awards granted: 34,895 shares First grant size: 17,934 shares Second grant size: 16,961 shares +3 more

6 metrics

Equity awards granted 34,895 shares Common Stock grants on June 1, 2026 from performance RSU vesting

First grant size 17,934 shares Common Stock award at no cost on June 1, 2026

Second grant size 16,961 shares Common Stock award at no cost on June 1, 2026

Shares sold for taxes 20,894 shares Issuer-mandated sale on June 1, 2026 to cover tax withholding

Sale price $49.50 per share Price for 20,894-share sale to cover tax withholding

Post-transaction holdings 298,366 shares Direct ownership after all reported June 1, 2026 transactions

Key Terms

Restricted Stock Units, performance-based restricted stock units, Target Amount, Adjusted EBITDA of Revenue

4 terms

Restricted Stock Units financial

"to cover tax withholding obligations 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.

performance-based restricted stock units financial

"upon the final vesting of performance-based restricted stock units originally granted on May 31, 2023"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

Target Amount financial

"Represents shares received, in excess of the target number ("Target Amount") of shares previously reported on Form 4"

Adjusted EBITDA of Revenue financial

"depending upon the performance of Q2 Holdings, Inc.'s Adjusted EBITDA of Revenue, as more specifically set forth in the grant agreement"

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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^*

Coleman Kirk L

(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)
	Chief Business Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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	06/01/2026		S(1)		20,894	D	$49.5	298,366	D
Common Stock	06/01/2026		A		16,961(2)	A	$0	315,327	D
Common Stock	06/01/2026		A		17,934(3)	A	$0	333,261	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.

2. 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 May 31, 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.

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 May 31, 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 additional potential performance multiplier shares of up to an additional 100% of Target scheduled to vest on the third anniversary, 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.

Remarks:

	/s/ M. Scott Kerr, attorney-in-fact	06/03/2026
	** 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)

FAQ

What insider transactions did Q2 Holdings (QTWO) report for Kirk L. Coleman?

Q2 Holdings reported that Chief Business Officer Kirk L. Coleman received 34,895 common shares as equity awards and sold 20,894 shares at $49.50 each. The sale was mandated by the issuer to cover tax withholding from restricted stock unit vesting, not a discretionary trade.

How many Q2 Holdings (QTWO) shares does Kirk L. Coleman hold after these Form 4 transactions?

After the reported transactions, Kirk L. Coleman directly holds 298,366 shares of Q2 Holdings common stock. This reflects the net impact of receiving 34,895 shares from performance-based restricted stock unit vesting and selling 20,894 shares to satisfy related tax withholding obligations.

Was the Q2 Holdings (QTWO) insider sale by Kirk L. Coleman a discretionary trade?

No. A footnote states the 20,894-share sale reported for Kirk L. Coleman was an issuer-mandated sale to cover tax withholding from restricted stock unit vesting. It explicitly notes the transaction does not represent a discretionary trade or an open-market decision by Coleman.

What triggered the new Q2 Holdings (QTWO) shares granted to Kirk L. Coleman?

The new shares came from performance-based restricted stock units granted on May 31, 2023. Footnotes explain he received shares above the original target amount after final vesting, based on Q2 Holdings’ stock performance and Adjusted EBITDA of Revenue versus specified benchmarks in the grant agreement.

What prices and share amounts were involved in Kirk L. Coleman’s Q2 Holdings (QTWO) Form 4 sale?

The Form 4 shows a sale of 20,894 Q2 Holdings common shares at a price of $49.50 per share. According to the footnote, this sale was required to satisfy tax withholding obligations tied to the vesting and settlement of restricted stock units, rather than a voluntary sale.