Rutledge Kimberly Anne 4
4 · Q2 Holdings, Inc. · Filed Mar 13, 2026
Research Summary
AI-generated summary of this filing
Q2 (QTWO) CPO Kimberly Rutledge Receives 43,362 RSUs/PSUs
What Happened
Kimberly Anne Rutledge, Chief People Officer of Q2 Holdings (QTWO), was granted a total of 43,362 equity awards on March 11, 2026 (awards reported at $0.00 per share) and sold 3,187 shares in an open-market/private sale the same day for a weighted-average price of $50.37, generating $160,529 in proceeds. The sale was effected pursuant to a pre-established Rule 10b5-1 trading plan adopted September 12, 2025.
Key Details
- Transaction date: March 11, 2026 (Form 4 filed March 13, 2026). Filing appears timely.
- Sale: 3,187 shares disposed, weighted-average price $50.37, total proceeds $160,529. Reported price range for individual sales: $49.94 to $51.20 (footnote F2). Sale coded S; effected under a 10b5-1 plan (F1).
- Awards/grants: 21,681 + 8,672 + 8,672 + 4,337 = 43,362 shares granted (coded A). Reported at $0.00 because these are restricted or performance awards, not purchases.
- Vesting/conditions:
- Some restricted stock units vest 25% starting March 3, 2027, then quarterly over three years (F3).
- Performance-based RSUs tied to Adjusted EBITDA as % of Revenue and to Subscription Revenue YoY Growth have target amounts, with attainment measured on the second anniversary and potential above-target vesting on the third anniversary (F4, F5).
- A performance award tied to relative stock-price performance vs. the S&P Software & Services Select Index vests on the third anniversary with 0–200% payout depending on performance (F6).
- Shares owned after transaction: not specified in the provided excerpt of the filing.
- Additional note: the filer offers to provide a breakdown of the number of shares sold at each price within the reported range upon request (F2).
Context
Awards indicate compensation and future potential ownership if vesting and performance conditions are met; they are not the same as an immediate cash purchase. The small open-market sale appears to be a planned transaction under a 10b5-1 plan (routine pre-arranged sale), while the larger grant reflects compensation and incentive alignment tied to time- and performance-based vesting.
Insider Transaction Report
Form 4
Rutledge Kimberly Anne
Chief People Officer
Transactions
- Sale
Common Stock
[F1][F2]2026-03-11$50.37/sh−3,187$160,529→ 80,551 total - Award
Common Stock
[F3]2026-03-11+21,681→ 102,232 total - Award
Common Stock
[F4]2026-03-11+8,672→ 110,904 total - Award
Common Stock
[F5]2026-03-11+8,672→ 119,576 total - Award
Common Stock
[F6]2026-03-11+4,337→ 123,913 total
Footnotes (6)
- [F1]The sale reported was effected pursuant to a Rule 10b5-l trading plan adopted by the reporting person on September 12, 2025.
- [F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.94 to $51.20 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, 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