Breeden John E 4

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.