Flake Matthew P 4
4 · Q2 Holdings, Inc. · Filed Mar 13, 2026
Research Summary
AI-generated summary of this filing
Q2 (QTWO) CEO Matthew Flake Receives 192,716-Share Award
What Happened
- Matthew P. Flake, CEO of Q2 Holdings (QTWO), was granted a total of 192,716 restricted stock units (RSUs) on March 11, 2026. The grants are reported at $0.00 per share (award/grant), so the Form 4 lists no immediate purchase price or cash value. These are compensation awards (not open-market purchases or sales) and vest over time and/or upon achievement of performance targets.
Key Details
- Transaction date: March 11, 2026; Form 4 filed March 13, 2026 (timely within the usual 2-business-day window).
- Grants (aggregate): 192,716 RSUs broken into four awards: 96,358; 38,542; 38,542; and 19,274 (each reported as acquisition code "A" — award/grant).
- Price reported: $0.00 per share (awarded, not purchased); no immediate cash exchanged.
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Notable footnotes:
- F1: One award is time-based RSUs vesting 25% starting March 3, 2027, then quarterly over the next three years (service-based vesting).
- F2 & F3: Two awards are performance-based RSUs with vesting tied to attainment of Adjusted EBITDA as a % of Revenue (F2) and Subscription Revenue year-over-year growth (F3). Attainment is measured on the second anniversary (up to 100% vests then) with above-target amounts vesting on the third anniversary; subject to continued employment.
- F4: One award is a performance-based RSU tied to Q2’s stock performance vs. the S&P Software & Services Select Index, with vesting (0%–200%) determined on the third anniversary; subject to continued employment.
- Filing timeliness: Filed March 13 for a March 11 transaction — appears timely.
Context
- These awards are standard executive compensation (time- and performance-conditioned RSUs). Because they are grants, they do not represent an open-market purchase or sale by the insider; their ultimate value depends on Q2’s stock price and achievement of performance targets at vesting dates. Performance RSUs include multi-year measurement periods (second or third anniversaries) and may vest at different percentages depending on results.
Insider Transaction Report
Form 4
Flake Matthew P
DirectorChief Executive Officer
Transactions
- Award
Common Stock
[F1]2026-03-11+96,358→ 579,560 total - Award
Common Stock
[F2]2026-03-11+38,542→ 618,102 total - Award
Common Stock
[F3]2026-03-11+38,542→ 656,644 total - Award
Common Stock
[F4]2026-03-11+19,274→ 675,918 total
Footnotes (4)
- [F1]The restricted stock units vest 25% starting March 3, 2027, with the remaining units vesting in equal quarterly installments over the subsequent three years.
- [F2]Represents the target number of shares that may be earned ("Target Amount") pursuant to performance-based restricted stock units ("Units") under the 2023 Equity Incentive Plan, with vesting dependent upon Q2's attainment relative to a target performance metric for Adjusted EBITDA as a percentage of Revenue for the 12 months ending December 31, 2027, as more specifically set forth in the grant agreement. Subject to continued employment, attainment will be determined on the second anniversary of the date of grant, with any earned shares up to 100% of the Target Amount vesting on such date, and any shares issuable pursuant to above-target attainment vesting on the third anniversary of the grant date.
- [F3]Represents the target number of shares that may be earned ("Target Amount") pursuant to performance-based restricted stock units ("Units") under the 2023 Equity Incentive Plan, with vesting dependent upon Q2's attainment relative to a target performance metric for Subscription Revenue Year over Year Growth Revenue for the 12 months ending December 31, 2027, as more specifically set forth in the grant agreement. Subject to continued employment, attainment will be determined on the second anniversary of the date of grant, with any earned shares up to 100% of the Target Amount vesting on such date, and any shares issuable pursuant to above-target attainment vesting on the third anniversary of the grant date.
- [F4]Represents the target number of shares that may be earned ("Target Amount") pursuant to performance-based restricted stock units ("Units") under the 2023 Equity Incentive Plan, with vesting dependent upon Q2's attainment relative to target performance of Q2's common stock price as compared to the S&P Software & Services Select Index, as more specifically set forth in the grant agreement. Subject to continued employment, attainment will be determined on the third anniversary of the date of grant, with 0% to 200% of the Target Amount vesting on such date depending on the level of attainment.
Signature
/s/ M. Scott Kerr, attorney-in-fact|2026-03-13