| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | QTWO | Common Stock | Award | $0 | +7.23K | +6.42% | $0.00 | 120K | Mar 11, 2025 | Direct | F1 |
| transaction | QTWO | Common Stock | Sale | -$493K | -6.66K | -5.55% | $74.12 | 113K | Mar 12, 2025 | Direct | F2 |
| transaction | QTWO | Common Stock | Sale | -$778K | -10.6K | -9.38% | $73.20 | 103K | Mar 13, 2025 | Direct | F3, F4 |
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 | 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 10, 2022 ("Units"). As previously disclosed, subject to continued employment, one-third (1/3) of the Target Amount of shares was scheduled to vest on the second anniversary and the remaining two-thirds (2/3) on the third anniversary. On the second year the number of Units that actually vested was to be up to one-third (1/3) 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, less the amount of any vesting in the second year, in each case depending upon the performance of Q2 Holdings, Inc.'s common stock price as compared to the Russell 2000 Index, 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 | The sale reported was effected pursuant to a Rule 10b5-l trading plan adopted by the reporting person on March 15, 2024. |
| F4 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.25 to $74.56 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. |