| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Breeden John E | Chief Delivery Officer | 10355 PECAN PARK BLVD., AUSTIN | /s/ M. Scott Kerr, attorney-in-fact | 04 Mar 2026 | 0001597609 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | QTWO | Common Stock | Award | +26,696 | +18% | $0.000000* | 176,339 | 02 Mar 2026 | Direct | F1 | |
| transaction | QTWO | Common Stock | Sale | $423,664 | -8,521 | -4.8% | $49.72 | 167,818 | 03 Mar 2026 | Direct | F2 |
| transaction | QTWO | Common Stock | Award | +24,646 | +15% | $0.000000* | 192,464 | 03 Mar 2026 | Direct | F3 | |
| transaction | QTWO | Common Stock | Sale | $1,663,889 | -33,445 | -17% | $49.75 | 159,019 | 04 Mar 2026 | Direct | F2, F4 |
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | 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. |
| F3 | 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. |
| F4 | 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. |