Q2 Holdings, Inc.
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
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Sep 30, 2025 · Filed Nov 5, 2025
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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 September 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:
Himagiri Mukkamala, Chief Development Officer, entered into a Rule 10b5-1 Trading Plan on August 19, 2025. Mr. Mukkamala's plan provides for potential sale of up to 14,940 shares of the Company's common stock between December 11, 2025, and December 31, 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.
Jonathan Price, Chief Financial Officer, entered into a Rule 10b5-1 Trading Plan on September 2, 2025. Mr. Price's plan provides for the potential sale of up to 130,872 shares of the Company's common stock between February 23, 2026 and February 26, 2027, 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.
Michael Volanoski, Chief Revenue Officer, entered into a Rule 10b5-1 Trading Plan on September 5, 2025. Mr. Volanoski's plan provides for the potential sale of up to 125,987 shares of the Company's common stock between March 4, 2026, and September 30, 2026, assuming maximum attainment of applicable performance measures with respect to vesting 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.
Scott Kerr, Senior Vice President, General Counsel, entered into a Rule 10b5-1 Trading Plan on September 11, 2025. Mr. Kerr’s plan provides for the potential sale of up to 37,870 shares of the Company's common stock between March 4, 2026, and September 30, 2026, assuming maximum attainment of applicable performance measures with respect to vesting 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.
Matthew Flake, Chief Executive Officer and Chairman, entered into a Rule 10b5-1 Trading Plan on September 12, 2025. Mr. Flake’s plan provides for the potential sale of up to 357,358 shares of the Company's common stock between March 4, 2026, and February 27, 2027, assuming maximum attainment of applicable performance measures with respect to vesting 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.
Kimberly Rutledge, Chief People Officer, entered into a Rule 10b5-1 Trading Plan on September 12, 2025. Ms. Rutledge’s plan provides for the potential sale of up to 74,142 shares of the Company's common stock between March 4, 2026, and February 28, 2027, assuming maximum attainment of applicable performance measures with respect to vesting 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.
Except for sales made pursuant to the mandatory sell-to-cover policy described above, during the nine months ended September 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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