| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Rutledge Kimberly Anne | Chief People Officer | 10355 PECAN PARK BLVD., AUSTIN | /s/ M. Scott Kerr, attorney-in-fact | 13 Mar 2026 | 0001719016 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | QTWO | Common Stock | Sale | $160,529 | -3,187 | -3.8% | $50.37 | 80,551 | 11 Mar 2026 | Direct | F1, F2 |
| transaction | QTWO | Common Stock | Award | +21,681 | +27% | $0.000000* | 102,232 | 11 Mar 2026 | Direct | F3 | |
| transaction | QTWO | Common Stock | Award | +8,672 | +8.5% | $0.000000* | 110,904 | 11 Mar 2026 | Direct | F4 | |
| transaction | QTWO | Common Stock | Award | +8,672 | +7.8% | $0.000000* | 119,576 | 11 Mar 2026 | Direct | F5 | |
| transaction | QTWO | Common Stock | Award | +4,337 | +3.6% | $0.000000* | 123,913 | 11 Mar 2026 | Direct | F6 |
Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.
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).
| Id | Content |
|---|---|
| F1 | The sale reported was effected pursuant to a Rule 10b5-l trading plan adopted by the reporting person on September 12, 2025. |
| F2 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.94 to $51.20 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. |
| F3 | The restricted stock units vest 25% starting March 3, 2027, with the remaining units vesting in equal quarterly installments over the subsequent three years. |
| F4 | 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 Revenue for the 12 months ending December, 2027, 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. |
| F5 | 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 Subscription Revenue Year over Year Growth Revenue for the 12 months ending December 31, 2027, 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. |
| F6 | 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. |