Q2 Holdings, Inc.
For the period ended Sep 30, 2026. Filed Oct 28, 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.
Sep 30, 2026 · Filed Oct 28, 2026
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Item 5. Other Information
Rule 10b5-1 Trading Plans
The adoption 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, 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:
Scott Kerr, Senior Vice President, General Counsel, entered into a Rule 10b5-1 Trading Plan on August 12, 2026. Mr. Kerr’s plan provides for the potential sale of up to 32,853 shares of the Company's common stock between November 11, 2026, and December 31, 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 potentially 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 September 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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