Kerr Michael S 4
4 · Q2 Holdings, Inc. · Filed Mar 13, 2026
Research Summary
AI-generated summary of this filing
Q2 (QTWO) GC Michael S. Kerr Sells 2,071 Shares, Receives 36,616 RSUs
What Happened
- Michael S. Kerr, General Counsel of Q2 Holdings (QTWO), sold 2,071 shares in an open-market transaction on March 11, 2026 for a weighted average price of $50.33, generating about $104,233. The filing also reports awards (grants) totaling 36,616 restricted stock units and performance-based units granted the same day; these awards show $0 acquisition price because they are equity grants, not purchases.
Key Details
- Transaction date: March 11, 2026. Form filed March 13, 2026 (timely).
- Sale: 2,071 shares disposed; weighted average sale price $50.33; prices ranged $49.92–$50.94 (report discloses range and will provide per-price breakdown on request) — total proceeds ≈ $104,233. Sale effected under a Rule 10b5-1 trading plan adopted Sept 11, 2025 (F1, F2).
- Grants: Four awards totaling 36,616 units (7,322; 18,308; 7,322; 3,664) reported as acquisitions at $0 (A = award/grant).
- Vesting/conditions (summary of footnotes F3–F6):
- Some awards are time-based RSUs (25% vesting starts Mar 3, 2027; remainder in quarterly installments over ~3 years) (F3).
- Other awards are performance-based RSUs tied to specific metrics: Adjusted EBITDA as a % of Revenue, Subscription Revenue year-over-year growth, and relative stock performance vs. the S&P Software & Services index, with vesting dependent on achievement (vesting windows through 2027–2028) (F4–F6).
- Shares owned after the transaction: Not specified in this filing.
Context
- The sale was part of a pre-established 10b5-1 trading plan (routine method executives use to sell shares on a schedule); such sales are typically considered routine rather than an ad hoc market-timing signal.
- The grants are standard executive compensation (time- and performance-based) and do not represent open-market purchases. Performance-based units may vest only if company targets are met, so they are conditional, not immediate stock ownership.
Insider Transaction Report
Form 4
Kerr Michael S
General Counsel
Transactions
- Award
Common Stock
[F4]2026-03-11+7,322→ 70,786 total - Sale
Common Stock
[F1][F2]2026-03-11$50.33/sh−2,071$104,233→ 45,156 total - Award
Common Stock
[F3]2026-03-11+18,308→ 63,464 total - Award
Common Stock
[F5]2026-03-11+7,322→ 78,108 total - Award
Common Stock
[F6]2026-03-11+3,664→ 81,772 total
Footnotes (6)
- [F1]The sale reported was effected pursuant to a Rule 10b5-l trading plan adopted by the reporting person on September 11, 2025.
- [F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.92 to $50.94 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/ Michael S. Kerr|2026-03-13