Q2 Holdings Inc
For the period ended Mar 31, 2025. Filed May 7, 2025.
View on SEC.govAbout this filing
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, 2025 · Filed May 7, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 5. Other Information
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 March 31, 2025, 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:
M. Scott Kerr, Senior Vice President, General Counsel, modified his previously adopted Rule 10b5-1 Trading Plan. Mr. Kerr's Rule 10b5-1 Trading Plan was entered into on December 13, 2024, was set to expire September 30, 2025 and provided for the potential sale of up to 14,109 shares of the Company's common stock. The modified Rule 10b5-1 Trading Plan entered into on March 17, 2025 will cover the potential sale of up to 2,610 shares of the Company's common stock between June 16, 2025 and September 30, 2025. The actual number of shares to be sold under the Rule 10b5-1 Trading Plan will be net of 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.
Except for sales made pursuant to the mandatory sell-to-cover policy described above, during the three months ended March 31, 2025, no director or officer adopted or terminated a non-Rule 10b5-1 trading arrangement (as such term is defined pursuant to Item 408 of Regulation S-K).
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.