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Q2 Holdings, Inc.

For the period ended Jun 30, 2025. Filed Jul 30, 2025.

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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.

Jun 30, 2025 · Filed Jul 30, 2025

QTWO$74.24+0.4%Stored close · as of Nov 9, 2026

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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 June 30, 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:

John Breeden, Chief Delivery Officer, entered into a Rule 10b5-1 Trading Plan on May 19, 2025. Mr. Breeden's plan provides for the potential sale of up to 126,328 shares of the Company's common stock between August 18, 2025 and August 25, 2026, 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.

James Offerdahl, Director, entered into a Rule 10b5-1 Trading Plan on May 13, 2025. Mr. Offerdahl's plan provides for the potential sale of up to 3,627 shares of the Company's common stock between August 12, 2025 and August 25, 2026.

Lynn Atchison, Director, entered into a Rule 10b5-1 Trading Plan on June 6, 2025. Ms. Atchison's plan provides for the potential sale of up to 5,000 shares of the Company's common stock between September 5, 2025 and September 5, 2026.

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 six months ended June 30, 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).

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.