Rutledge Kimberly Anne 4

What Happened
Kimberly Anne Rutledge, Chief People Officer of Q2 Holdings, sold a total of 25,288 Q2 shares in two open‑market transactions totaling $1,305,033. On 2026-03-05 she sold 20,948 shares at a weighted average price of $51.66 for proceeds of $1,082,174 (prices in that block ranged $51.61–$52.46). On 2026-03-09 she sold 4,340 shares at a weighted average price of $51.35 for proceeds of $222,859 (prices in that block ranged $51.34–$51.70). These were sales (not purchases); one sale was executed under a pre‑arranged 10b5‑1 trading plan and the other was an issuer‑mandated sale to cover tax withholding on vested awards.

Key Details

• Transaction dates & prices:
  • 2026-03-05: 20,948 shares sold, weighted avg $51.66 (range $51.61–$52.46) — $1,082,174
  • 2026-03-09: 4,340 shares sold, weighted avg $51.35 (range $51.34–$51.70) — $222,859
• Total sold: 25,288 shares for $1,305,033.
• Shares owned after transaction: Not disclosed in this filing.
• Notable footnotes:
  • The 3/5 sale was effected pursuant to a Rule 10b5‑1 trading plan adopted Sept 12, 2025.
  • The 3/9 sale was issuer‑mandated to cover tax withholding on RSU vesting (not a discretionary trade).
  • Weighted‑average prices reflect multiple execution prices; the reporting person will provide breakdowns on request.
• Filing timeliness: The Form 4 was filed on 2026-03-09 for transactions dated 2026-03-05 and 2026-03-09; the filing is marked late (L).

Context
A 10b5‑1 plan allows pre‑scheduled trades and can indicate the sale was planned in advance rather than a reaction to company developments. Issuer‑mandated sales to cover tax withholding are routine when restricted stock units vest and do not reflect a discretionary decision to sell additional shares. As always, sales by executives are not, by themselves, definitive indicators of company prospects.