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Q2 Holdings, Inc.

For the period ended Jun 30, 2026. Filed Jul 29, 2026.

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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, 2026 · Filed Jul 29, 2026

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

The adoption or termination 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, 2026, 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:

Kimberly Rutledge, Chief People Officer, modified her previously adopted Rule 10b5-1 Trading Plan. Ms. Rutledge's Rule 10b5-1 Trading Plan was entered into on September 12, 2025, was set to expire February 28, 2027 and provided for the potential sale of up to 74,142 shares of the Company's common stock. The modified Rule 10b5-1 Trading Plan entered into on May 9, 2026 covers the potential sale of up to 71,045 shares of the Company's common stock between August 8, 2026 and March 31, 2027, assuming maximum attainment of applicable performance measures with respect to vesting performance stock unit awards. The actual number of shares to be sold under the Rule 10b5-1 Trading 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 Securities 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 effect 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 June 30, 2026, no director or officer adopted orterminated a non-Rule 10b5-1 trading arrangement (as such term is defined pursuant to Item 408 of Regulation S-K).

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