Breeden John E 4
4 · Q2 Holdings, Inc. · Filed Mar 13, 2026
Research Summary
AI-generated summary of this filing
Q2 (QTWO) Chief Delivery Officer John Breeden Sells Shares
What Happened
- John Breeden, Chief Delivery Officer at Q2 Holdings (QTWO), sold 8,924 shares in an open-market sale on March 11, 2026 for a weighted average price of $50.34, generating approximately $449,234.
- On the same date he was granted a total of 57,816 shares in awards (reported as $0 cost). These awards consist of time-based restricted stock units and performance-based restricted stock units (see Key Details).
Key Details
- Transaction date: March 11, 2026; Form 4 filed March 13, 2026 (timely).
- Sale details: 8,924 shares sold; weighted average price $50.34; prices in the sale ranged from $49.64 to $51.96. Sale was effected under a Rule 10b5-1 trading plan adopted May 19, 2025.
- Awards/grants: 28,908 + 11,562 + 11,562 + 5,784 = 57,816 shares granted at $0.00 (RSUs/performance units).
- One grant vests 25% starting March 3, 2027, then quarterly over the next three years (time‑based RSUs).
- Other grants are performance-based: targets tied to Adjusted EBITDA as a % of Revenue, Subscription Revenue year-over-year growth, and relative stock-price performance vs. the S&P Software & Services Select Index. Vesting and payout timing vary (determination on the 2nd or 3rd anniversary of grant; outcome can range from 0% up to 200% for the index-based award).
- Shares owned after transaction: Not disclosed in this Form 4.
- Filing timeliness: Report appears timely (filed two days after transaction date).
Context
- The sale was executed under a pre-established 10b5-1 plan, which is a routine mechanism insiders use to sell shares according to a plan set up earlier; such sales are generally viewed as planned liquidity events rather than ad hoc signals about company prospects.
- The grants are long‑term compensation: time-based RSUs vest over several years, and performance RSUs vest only if Q2 meets specified financial or relative stock-performance targets. These awards tie part of executive pay to future company performance rather than immediate cash.
Insider Transaction Report
Form 4
Breeden John E
Chief Delivery Officer
Transactions
- Sale
Common Stock
[F1][F2]2026-03-11$50.34/sh−8,924$449,234→ 75,312 total - Award
Common Stock
[F3]2026-03-11+28,908→ 104,220 total - Award
Common Stock
[F4]2026-03-11+11,562→ 115,782 total - Award
Common Stock
[F5]2026-03-11+11,562→ 127,344 total - Award
Common Stock
[F6]2026-03-11+5,784→ 133,128 total
Footnotes (6)
- [F1]The sale reported was effected pursuant to a Rule 10b5-l trading plan adopted by the reporting person on May 19, 2025.
- [F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.64 to $51.96 inclusive. Reporting Person undertakes to provide to Q2 Holdings, Inc., any security holder of Q2 Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- [F3]The restricted stock units vest 25% starting March 3, 2027, with the remaining units vesting in equal quarterly installments over the subsequent three years.
- [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 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.
- [F5]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.
- [F6]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