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Q2 Holdings Inc

For the period ended Sep 30, 2024. Filed Nov 6, 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.

Sep 30, 2024 · Filed Nov 6, 2024

QTWO$73.92-2.2%Stored close · as of Nov 6, 2026

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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 September 30, 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:

Lynn Atchison, Director, entered into a Rule 10b5-1 Trading Plan on August 5, 2024. Ms. Atchison's plan provides for the potential sale of up to 5,200 shares of the Company's common stock between March 3, 2025 and March 5, 2026.

Matthew Flake, Chief Executive Officer and Chairman, entered into a Rule 10b5-1 Trading Plan on August 5, 2024. Mr. Flake's plan provides for the potential sale of up to 148,182 shares of the Company's common stock between March 6, 2025 and June 30, 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.

David Mehok, Chief Financial Officer, entered into a Rule 10b5-1 Trading Plan on September 13, 2024. Mr. Mehok's plan provides for the potential sale of up to 44,397 shares of the Company's common stock between March 3, 2025 and April 30, 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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