John E. Breeden - Mar 7, 2024 Form 4 Insider Report for Q2 Holdings, Inc. (QTWO)

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	QTWO	Common Stock	Award	$0	+30K	+18.59%	$0.00	191K	Mar 7, 2024	Direct	F1
transaction	QTWO	Common Stock	Award	$0	+15K	+7.84%	$0.00	206K	Mar 7, 2024	Direct	F2
transaction	QTWO	Common Stock	Award	$0	+15K	+7.27%	$0.00	221K	Mar 7, 2024	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Id	Content
F1	Shares of stock acquired represent shares underlying Restricted Stock Units. The Restricted Stock Units vest annually in four equal installments beginning March 7, 2025.
F2	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, 2025, 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.
F3	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.