Kerr Michael S 4

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.