Q2 Holdings Inc

Rule 10b5-1 Trading Plans

Theadoption 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 December 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:

Matthew Flake, Chief Executive Officer and Chairman, terminated his previously adopted Rule 10b5-1 Trading Plan. Mr. Flake's plan was entered into on August 5, 2024, was set to expire on June 30, 2025 and provided for the potential sale of up to 148,182 shares of the Company's common stock. Subsequently, Mr. Flake entered into a new Rule 10b5-1 Trading Plan on November 12, 2024. Mr. Flake's plan provides for the potential sale of up to 280,213 shares of the Company's common stock between March 6, 2025 and June 30, 2025, assuming maximum attainment of applicable performance measures with respect to vesting of performance stock unit or market stock unit awards during the specified period. The actual number of shares to be sold under the 10b5-1 Plan will depend on the achievement of applicable performance conditions under the performance or market stock units less any shares sold pursuant to mandatory sell-to-cover transactions not covered by the plan related to withholding taxes.

Jonathan Price, Chief Financial Officer, terminated his previously adopted Rule 10b5-1 Trading Plan. Mr. Price's plan was entered into on March 12, 2024, was set to expire on March 7, 2025 provided for the potential sale of up to 34,117 shares of the Company's common stock, including the potential exercises of vested stock options and the associated sale of up to 11,641 shares of common stock. Subsequently, Mr. Price entered into a new Rule 10b5-1 Trading Plan on November 22, 2024. Mr. Price's plan provides for the potential sale of up to 120,068 shares of the Company's common stock, including the potential exercises of vested stock options and the associated sale of up to 11,641 shares of common stock between February 21, 2025 and December 31, 2025, assuming maximum attainment of applicable performance measures with respect to vesting of performance stock unit or market stock unit awards during the specified period. The actual number of shares to be sold under the 10b5-1 Plan will depend on the achievement of applicable performance conditions under the performance or market stock units less any shares sold pursuant to mandatory sell-to-cover transactions not covered by the plan related to withholding taxes.

Kirk Coleman, President, entered into a Rule 10b5-1 Trading Plan on November 22, 2024. Mr. Coleman's plan provides for the potential sale of up to 142,268 shares of the Company's common stock between February 21, 2025 and September 30, 2025, assuming maximum attainment of applicable performance measures with respect to vesting of performance stock unit or market stock unit awards during the specified period. The actual number of shares to be sold under the 10b5-1 Plan will depend on the achievement of applicable performance conditions under the performance or market stock units less any shares sold pursuant to mandatory sell-to-cover transactions not covered by the plan related to withholding taxes.

Michael Kerr, Senior Vice President, General Counsel, entered into a Rule 10b5-1 Trading Plan on December 13, 2024. Mr. Kerr's plan provides for the potential sale of up to 14,109 shares of the Company's common stock between March 14, 2025 and September 30, 2025, assuming maximum attainment of applicable performance measures with respect to vesting of performance stock unit awards during the specified period. The actual number of shares to be sold under the 10b5-1 Plan will depend on the achievement of applicable performance conditions under the performance stock units less any shares sold pursuant to mandatory sell-to-cover transactions not covered by the plan related to withholding taxes.

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 affect the sell-to-cover transactions pursuant to Rule 10b5-1 Trading Plans.