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Q2 Holdings, Inc.

For the period ended Dec 31, 2025. Filed Feb 11, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 11, 2026

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

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Item 9B. 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 December 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:

Kirk Coleman, Chief Business Officer, entered into a Rule 10b5-1 Trading Plan on November 17, 2025. Mr. Coleman's plan provides for the potential sale of up to 224,518 shares of the Company's common stock between February 17, 2026 and February 27, 2027, assuming maximum attainment of applicable performance measures with respect to vesting of performance stock units awarded 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 three months ended December 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).

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