Himagiri K. Mukkamala - Mar 7, 2025 Form 3 Insider Report for Q2 Holdings, Inc. (QTWO)

Role
Chief Development Officer
Signature
/s/ M. Scott Kerr, attorney-in-fact
Stock symbol
QTWO
Transactions as of
Mar 7, 2025
Transactions value $
$0
Form type
3
Date filed
3/10/2025, 04:05 PM
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding QTWO Common Stock 99.1K Mar 7, 2025 Direct F1, F2, F3, F4, F5, F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes: 30,315 shares underlying unvested RSUs granted on12/6/2023, which began vesting in four equal annual installments commencing 12/9/2024.
F2 Includes: 8,036 shares underlying unvested RSUs granted on 3/7/2024, which began vesting in four equal annual installments commencing 3/3/2025.
F3 Includes: 13,473 shares underlying unvested PSUs at granted on 12/6/2023, 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.
F4 Includes: 5,357 shares underlying unvested PSUs at granted on 3/7/2024, 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.
F5 Includes: 5,357 shares underlying unvested PSUs at granted on 3/7/2024, 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.
F6 Includes: 18,266 shares underlying unvested RSUs granted on 3/6/2025, which began vesting in four equal annual installments commencing 3/3/2026.
F7 Includes: 9,133 shares underlying unvested PSUs at granted on 3/6/2025, 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.
F8 Includes: 9,133 shares underlying unvested PSUs at granted on 3/6/2025, 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.