Q2 Holdings Inc
For the period ended Mar 31, 2024. Filed May 1, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 1, 2024
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Item 5. Other Information
Rule 10b5-1 Trading Plans
The adoption ortermination of contracts, instructions or written plans for the purchase or sale of our securities by our officers and directors for the three months ended March 31, 2024, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a "Rule 10b5-1 Trading Plan"), were as follows:
David Mehok, Chief Financial Officer, entered into a Rule 10b5-1 Trading Plan on March 12, 2024. Mr. Mehok's plan provides for the potential sale of up to 14,601 shares of the Company's common stock between August 21, 2024 and August 30, 2024.
Jonathan Price, Executive Vice President, Emerging Businesses, Corporate and Business Development, entered into a Rule 10b5-1 Trading Plan on March 12, 2024. Mr. Price's plan provides for the potential sale of up to 34,117 shares of the Company's common stock between June 14, 2024 and March 7, 2025, including the potential exercises of vested stock options and the associated sale of up to 11,641 shares of common stock.
Kimberly Rutledge, Chief People Officer, entered into a Rule 10b5-1 Trading Plan on March 15, 2024. Ms. Rutledge's plan provides for the potential sale of up to 52,686 shares of the Company's common stock between June, 14, 2024 and March 31, 2025, less any shares sold pursuant to mandatory sell-to-cover transactions not covered by the plan related to withholding taxes due as a result of the vesting of any restricted stock units, market stock units or performance stock units covered by the plan.
Non-Rule 10b5-1 Trading Arrangements
In June 2023, the Company adopted a policy pursuant to which any participant in the Company’s equity incentive plans whose transactions are subject to Section 16 of the Security Exchange Act of 1934, as amended, is required to sell, upon the vesting or settlement of any such award, a portion of the shares subject to the award determined by the Company in its discretion to be sufficient to cover tax withholding obligations and to remit an amount equal to such tax withholding obligations to the Company. This mandatory sell-to-cover policy was adopted by the Company as a result of the inability of the Company's captive broker to effect the sell-to-cover transactions pursuant to Rule 10b5-1 Trading Plans.
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