QTWO / Q2 Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Q2 Holdings, Inc.
US ˙ NYSE ˙ US74736L1098

Mga Batayang Estadistika
LEI 549300M9RKR9DZXWS696
CIK 1410384
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Q2 Holdings, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 14, 2025 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Q2 HOLDINGS, INC. (Exact Name of Registrant as Sp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Q2 HOLDINGS, INC.

August 14, 2025 CERT

NYSE TEXAS CERTIFICATION

New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com August 14, 2025 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The NYSE Texas certifies its approval for listing and registration of the Common Stock, $0.0001 par value, of Q2 HOLDINGS, INC., un

July 30, 2025 EX-99.1

Q2 Holdings, Inc. Announces Second Quarter 2025 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Second Quarter 2025 Financial Results AUSTIN, Texas (July 30, 2025)—Q2 Holdings, Inc. (NYSE: QTWO), a leading provider of digital transformation solutions for financial services, today announced results for its second quarter ending June 30, 2025. GAAP Results for the Second Quarter 2025 •Revenue of $195.1 million, up 13 percent year-o

July 30, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 30, 2025 Q2 HOLDINGS, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 30, 2025 Q2 HOLDINGS, INC.

July 30, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

June 5, 2025 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 3, 2025 Q2 HOLDINGS, INC.

May 7, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

May 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 7, 2025 Q2 HOLDINGS, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 7, 2025 Q2 HOLDINGS, INC.

May 7, 2025 EX-99.1

Q2 Holdings, Inc. Announces First Quarter 2025 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces First Quarter 2025 Financial Results AUSTIN, Texas (May 7, 2025)—Q2 Holdings, Inc. (NYSE: QTWO), a leading provider of digital transformation solutions for financial services, today announced results for its first quarter ending March 31, 2025. GAAP Results for the First Quarter 2025 •Revenue of $189.7 million, up 15 percent year-over-

April 23, 2025 DEF 14A

Q2 Holdings, Inc.

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

March 10, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 7, 2025 Q2 HOLDINGS, INC.

February 12, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 11, 2025 Q2 HOLDINGS, INC.

February 12, 2025 EX-99.1

Q2 Holdings, Inc. Announces Fourth Quarter and Full-Year 2024 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Fourth Quarter and Full-Year 2024 Financial Results AUSTIN, Texas (February 12, 2025)—Q2 Holdings, Inc. (NYSE: QTWO), a leading provider of digital transformation solutions for financial services, today announced results for its fourth quarter and full year ending December 31, 2024. GAAP Results for the Fourth Quarter and Full-Year 202

February 12, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 12, 2025 Q2 HOLDINGS, INC.

February 12, 2025 EX-21.1

List of Subsidiaries of the Registrant

EXHIBIT 21.1 List of Subsidiaries of the Registrant Wholly-Owned Subsidiaries of the Registrant: Name of Subsidiary Jurisdiction of Organization Q2 Software, Inc. Delaware Indirect Subsidiaries of the Registrant: Name of Subsidiary Jurisdiction of Organization Ownership Cloud Lending U.K. Ltd. United Kingdom 100% by Q2 Software, Inc. Cloud Lending Australia Pty. Ltd. Australia 100% by Q2 Software,

February 12, 2025 EX-19.1

Q2 HOLDINGS, INC. INSIDER TRADING POLICY Amended and Restated: March 7, 2024

EXHIBIT 19.1 Q2 HOLDINGS, INC. INSIDER TRADING POLICY Amended and Restated: March 7, 2024 I.TRADING IN COMPANY SECURITIES WHILE IN POSSESSION OF MATERIAL NONPUBLIC INFORMATION IS PROHIBITED The purchase or sale of securities by any person who possesses material nonpublic information is a violation of federal and state securities laws. Furthermore, it is important that the appearance, as well as th

February 12, 2025 EX-10.6

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

EXHIBIT 10.6 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into and made effective on February , 2024 (the “Effective Date”), by and between Q2 Software, Inc., a Delaware corporation (“Company”), and Michael A. Volanoski (“Executive”). Each of the Company and Executive are a “Party” and, collectively, they

February 12, 2025 EX-4.3

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Q2 Holdings, Inc. (“Q2”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock, par value $0.0001 per share (the “common stock”). DESCRIPTION OF COMMON STOCK The following summary

February 12, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024. ☐ Transition Report Pursu

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024. or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Q2 Holdings, Inc. (Exact name

February 12, 2025 EX-10.19 2

Q2 HOLDINGS, INC. NOTICE OF GRANT OF RESTRICTED STOCK UNITS (For U.S. Participants)

EXHIBIT 10.19.2 Q2 HOLDINGS, INC. NOTICE OF GRANT OF RESTRICTED STOCK UNITS (For U.S. Participants) Q2 Holdings, Inc. (the “Company”) has granted to the Participant an award (the “Award”) of certain restricted stock units pursuant to the Q2 Holdings, Inc. 2023 Equity Incentive Plan (the “Plan”), each of which represents the right to receive on the applicable Settlement Date one (1) share of Stock,

February 12, 2025 EX-10.11

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

EXHIBIT 10.11 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (“Agreement”) is entered into as of the date of its full execution and made effective as of November 8, 2024 (“Effective Date”), by and between Q2 Software, Inc., a Delaware corporation (“Company”), and Jonathan A. Price (“Executive”). Each of the Company and Executive are a “

February 12, 2025 EX-10.5

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

EXHIBIT 10.5 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (“Agreement”) is entered into as of the date of its full execution and made effective as of December , 2024 (“Effective Date”), by and between Q2 Software, Inc., a Delaware corporation (“Company”), and John E. Breeden (“Executive”). Each of the Company and Executive are a “Part

November 26, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 25, 2024 Q2 HOLDINGS, INC.

November 6, 2024 EX-99.1

Q2 Holdings, Inc. Announces Third Quarter 2024 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Third Quarter 2024 Financial Results AUSTIN, Texas (November 6, 2024)—Q2 Holdings, Inc. (NYSE: QTWO), a leading provider of digital transformation solutions for financial services, today announced results for its third quarter ending September 30, 2024. GAAP Results for the Third Quarter 2024 •Revenue for the third quarter of $175.0 mi

November 6, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 6, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 6, 2024 Q2 HOLDINGS, INC.

September 23, 2024 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 19, 2024 Q2 HOLDINGS, INC.

September 23, 2024 EX-99.1

Q2 Appoints Jonathan Price as Chief Financial Officer Price to help Q2 advance its profitable growth strategy

FOR IMMEDIATE RELEASE Q2 Appoints Jonathan Price as Chief Financial Officer Price to help Q2 advance its profitable growth strategy AUSTIN, Texas (September 23, 2024)—Q2 Holdings, Inc.

July 31, 2024 EX-99.1

Q2 Holdings, Inc. Announces Second Quarter 2024 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Second Quarter 2024 Financial Results AUSTIN, Texas (July 31, 2024)—Q2 Holdings, Inc. (NYSE: QTWO), a leading provider of digital transformation solutions for financial services, today announced results for its second quarter ending June 30, 2024. GAAP Results for the Second Quarter 2024 •Revenue for the second quarter of $172.9 millio

July 31, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 29, 2024 Q2 HOLDINGS, INC.

July 31, 2024 EX-10.1

CREDIT AGREEMENT dated as of July 29, 2024, by and among Q2 HOLDINGS, INC., as Borrower, the Lenders referred to herein, as Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Lender WELLS FARGO SECU

Published CUSIP Number: 74739YAA6 Revolving Credit CUSIP Number: 74739YAB4 $125,000,000 CREDIT AGREEMENT dated as of July 29, 2024, by and among Q2 HOLDINGS, INC.

July 31, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

July 31, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 31, 2024 Q2 HOLDINGS, INC.

June 14, 2024 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 11, 2024 Q2 HOLDINGS, INC.

May 10, 2024 DEFA14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Prox

May 10, 2024 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 6, 2024 Q2 HOLDINGS, INC.

May 10, 2024 EX-99.1

R.H. Seale to Transition to Chairman Emeritus Q2 CEO Matt Flake to succeed Seale as chairman of the board

R.H. Seale to Transition to Chairman Emeritus Q2 CEO Matt Flake to succeed Seale as chairman of the board AUSTIN, Texas (May 10, 2024) —Q2 Holdings, Inc. (NYSE: QTWO), a leading provider of digital transformation solutions for financial services, today announced that Chairman R.H. “Hank” Seale III will not stand for re-election to Q2’s board of directors at the end of his current term, which expir

May 1, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 1, 2024 Q2 HOLDINGS, INC.

May 1, 2024 EX-99.1

Q2 Holdings, Inc. Announces First Quarter 2024 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces First Quarter 2024 Financial Results AUSTIN, Texas (May 1, 2024)—Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital transformation solutions for financial services, today announced results for its first quarter ending March 31, 2024. GAAP Results for the First Quarter 2024 •Revenue for the first quarter of $165.5 million, up

May 1, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

April 29, 2024 DEF 14A

Q2 Holdings, Inc.

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

February 21, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 21, 2024 Q2 HOLDINGS, INC.

February 21, 2024 EX-21.1

List of Subsidiaries of the Registrant

EXHIBIT 21.1 List of Subsidiaries of the Registrant Wholly-Owned Subsidiaries of the Registrant: Name of Subsidiary Jurisdiction of Organization Q2 Software, Inc. Delaware Indirect Subsidiaries of the Registrant: Name of Subsidiary Jurisdiction of Organization Ownership Cloud Lending U.K. Ltd. United Kingdom 100% by Q2 Software, Inc. Cloud Lending Australia Pty. Ltd. Australia 100% by Q2 Software,

February 21, 2024 EX-97.1

Q2 HOLDINGS, INC. POLICY ON RECOVERY OF INCENTIVE COMPENSATION (Adopted Effective December 1, 2023)

EXHIBIT 97.1 Q2 HOLDINGS, INC. POLICY ON RECOVERY OF INCENTIVE COMPENSATION (Adopted Effective December 1, 2023) 1.INTRODUCTION Q2 Holdings, Inc. (the “Company”) is adopting this policy (this “Policy”) to provide for the Company’s criteria and process of recovering certain Incentive Compensation (as defined below) erroneously awarded to Affected Officers (as defined below) under certain circumstan

February 21, 2024 EX-FILING FEES

Calculation of Filing Fee Table Form S-8 (Form Type) Q2 Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Q2 Holdings, Inc.

February 21, 2024 S-8

As filed with the Securities and Exchange Commission on February 21, 2024

As filed with the Securities and Exchange Commission on February 21, 2024 Registration No.

February 21, 2024 EX-10.5

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.5 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into and made effective on February 17, 2024 (the “Effective Date”), by and between Q2 Software, Inc., a Delaware corporation (“Company”), and John E. Breeden (“Executive”). Each of the Company and Executive are a “Party” and, collectively, they are

February 21, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023. ☐ Transition Report Pursu

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023. or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Q2 Holdings, Inc. (Exact name

February 21, 2024 EX-10.6

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.6 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into and made effective on February 20, 2024 (the “Effective Date”), by and between Q2 Software, Inc., a Delaware corporation (“Company”), and Michael A. Volanoski (“Executive”). Each of the Company and Executive are a “Party” and, collectively, the

February 21, 2024 EX-99.1

Q2 Holdings, Inc. Announces Fourth Quarter and Full-Year 2023 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Fourth Quarter and Full-Year 2023 Financial Results AUSTIN, Texas (February 21, 2024)—Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital transformation solutions for financial services, today announced results for its fourth quarter and full year ending December 31, 2023. GAAP Results for the Fourth Quarter and Full-Year 2023

February 21, 2024 EX-4.3

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Q2 Holdings, Inc. (“Q2”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock, par value $0.0001 per share (the “common stock”). DESCRIPTION OF COMMON STOCK The following summary

February 21, 2024 EX-10.11

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.11 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into and made effective on February 17, 2024 (the “Effective Date”), by and between Q2 Software, Inc., a Delaware corporation (“Company”), and Jonathan A. Price (“Executive”). Each of the Company and Executive are a “Party” and, collectively, they

February 14, 2024 SC 13G/A

QTWO / Q2 Holdings, Inc. / BROWN CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 9)* Q2 Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 74736L109 (CUSIP Number) Eddie C. Brown Brown

February 13, 2024 SC 13G/A

QTWO / Q2 Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01762-q2holdingsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Q2 Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 74736L109 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the

November 1, 2023 EX-99.1

Q2 Holdings, Inc. Announces Third Quarter 2023 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Third Quarter 2023 Financial Results AUSTIN, Texas (November 1, 2023)—Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital transformation solutions for banking and lending, today announced results for its third quarter ending September 30, 2023. GAAP Results for the Third Quarter 2023 •Revenue for the third quarter of $155.0 mi

November 1, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 1, 2023 Q2 HOLDINGS, INC.

November 1, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

August 2, 2023 S-8 POS

As filed with the Securities and Exchange Commission on August 2, 2023

As filed with the Securities and Exchange Commission on August 2, 2023 Registration No.

August 2, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 2, 2023 Q2 HOLDINGS, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 2, 2023 Q2 HOLDINGS, INC.

August 2, 2023 EX-10.2

Q2 HOLDINGS, INC. NOTICE OF GRANT OF RESTRICTED STOCK UNITS (For U.S. Participants)

Q2 HOLDINGS, INC. NOTICE OF GRANT OF RESTRICTED STOCK UNITS (For U.S. Participants) Q2 Holdings, Inc. (the “Company”) has granted to the Participant an award (the “Award”) of certain restricted stock units pursuant to the Q2 Holdings, Inc. 2023 Equity Incentive Plan (the “Plan”), each of which represents the right to receive on the applicable Settlement Date one (1) share of Stock, as follows: Par

August 2, 2023 S-8 POS

As filed with the Securities and Exchange Commission on August 2, 2023

As filed with the Securities and Exchange Commission on August 2, 2023 Registration No.

August 2, 2023 S-8 POS

As filed with the Securities and Exchange Commission on August 2, 2023

As filed with the Securities and Exchange Commission on August 2, 2023 Registration No.

August 2, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

August 2, 2023 S-8 POS

As filed with the Securities and Exchange Commission on August 2, 2023

As filed with the Securities and Exchange Commission on August 2, 2023 Registration No.

August 2, 2023 S-8 POS

As filed with the Securities and Exchange Commission on August 2, 2023

As filed with the Securities and Exchange Commission on August 2, 2023 Registration No.

August 2, 2023 S-8 POS

As filed with the Securities and Exchange Commission on August 2, 2023

As filed with the Securities and Exchange Commission on August 2, 2023 Registration No.

August 2, 2023 EX-99.1

Q2 Holdings, Inc. Announces Second Quarter 2023 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Second Quarter 2023 Financial Results AUSTIN, Texas (August 2, 2023)—Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital transformation solutions for banking and lending, today announced results for its second quarter ending June 30, 2023. GAAP Results for the Second Quarter 2023 •Revenue for the second quarter of $154.5 milli

August 2, 2023 S-8 POS

As filed with the Securities and Exchange Commission on August 2, 2023

As filed with the Securities and Exchange Commission on August 2, 2023 Registration No.

June 9, 2023 SC 13G/A

QTWO / Q2 Holdings Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Q2 Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 74736L109 Date of Event Which Requires Filing of this Statement: May 31, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13

June 6, 2023 EX-10.1

Q2 HOLDINGS, INC. 2023 EQUITY INCENTIVE PLAN Q2 Holdings, Inc. 2023 Equity Incentive Plan

Q2 HOLDINGS, INC. 2023 EQUITY INCENTIVE PLAN Q2 Holdings, Inc. 2023 Equity Incentive Plan 1.Establishment, Purpose and term of Plan. 1.1 Establishment. (a) The Q2 Holdings, Inc. 2023 Equity Incentive Plan (the “Plan”) is hereby established effective as of the Effective Date. Certain capitalized terms used herein have the meanings set forth in Section 2 of the Plan. (b) The Plan is the successor to

June 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 31, 2023 Q2 HOLDINGS, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 31, 2023 Q2 HOLDINGS, INC.

May 9, 2023 EX-99.1

Q2 Holdings, Inc. Announces First Quarter 2023 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces First Quarter 2023 Financial Results AUSTIN, Texas (May 9, 2023)—Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital transformation solutions for banking and lending, today announced results for its first quarter ending March 31, 2023. GAAP Results for the First Quarter 2023 •Revenue for the first quarter of $153.0 million, up

May 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

May 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2023 Q2 HOLDINGS, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2023 Q2 HOLDINGS, INC.

May 5, 2023 CORRESP

* * * *

May 5, 2023 FILED VIA EDGAR Division of Corporation Finance Office of Technology United Stated Securities and Exchange Commission 100 F Street, N.

May 3, 2023 EX-10.1

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into and made effective on May 3, 2023 (the “Effective Date”), by and between Q2 Software, Inc., a Delaware corporation (“Company”), and Kirk L. Coleman (“Executive”). Each of the Company and Executive are a “Party” and, collectively, they are the “

May 3, 2023 EX-99.1

Q2 Announces Promotion of Kirk Coleman to President Coleman to Lead Day-to-Day Business Operations

Q2 Announces Promotion of Kirk Coleman to President Coleman to Lead Day-to-Day Business Operations AUSTIN, Texas (May 3, 2023)—Q2 Holdings, Inc.

May 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 2, 2023 Q2 HOLDINGS, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 2, 2023 Q2 HOLDINGS, INC.

May 1, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 1, 2023 Q2 HOLDINGS, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 1, 2023 Q2 HOLDINGS, INC.

April 21, 2023 DEF 14A

Q2 Holdings, Inc.

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

March 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 9, 2023 Q2 HOLDINGS, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 9, 2023 Q2 HOLDINGS, INC.

March 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 13, 2023 Q2 HOLDINGS, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 13, 2023 Q2 HOLDINGS, INC.

March 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 2, 2023 Q2 HOLDINGS, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 2, 2023 Q2 HOLDINGS, INC.

March 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 7, 2023 Q2 HOLDINGS, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 7, 2023 Q2 HOLDINGS, INC.

March 8, 2023 EX-10.1

Q2 HOLDINGS, INC. NOTICE OF GRANT OF PSUS PERFORMANCE STOCK UNITS AGREEMENT

Exhibit 10.1 Q2 HOLDINGS, INC. NOTICE OF GRANT OF PSUS AND PERFORMANCE STOCK UNITS AGREEMENT Q2 Holdings, Inc. (the “Company”), pursuant to its 2014 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (the “Participant”), an award (the “Award”) of Performance Stock Units (the “Units”), each of which is a right to receive one (1) share of Stock, on the terms and conditions

February 21, 2023 EX-4.5

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Q2 Holdings, Inc. (“Q2”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock, par value $0.0001 per share (the “common stock”). DESCRIPTION OF COMMON STOCK The following summary

February 21, 2023 EX-10.12

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.12 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into and made effective on September 23, 2021 (the “Effective Date”), by and between Q2 Software, Inc., a Delaware corporation (“Company”), and Jonathan A. Price (“Executive”). Each of the Company and Executive are a “Party” and, collectively, they

February 21, 2023 EX-99.1

Q2 Holdings, Inc. Announces Fourth Quarter and Full-Year 2022 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Fourth Quarter and Full-Year 2022 Financial Results AUSTIN, Texas (February 21, 2023)—Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital transformation solutions for banking and lending, today announced results for its fourth quarter and full year ending December 31, 2022. GAAP Results for the Fourth Quarter and Full-Year 202

February 21, 2023 EX-FILING FEES

Calculation of Filing Fee Table Form S-8 (Form Type) Q2 Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

EX-FILING FEES 2 exhibit107forms82023.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Q2 Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount

February 21, 2023 EX-21.1

List of Subsidiaries of the Registrant

EXHIBIT 21.1 List of Subsidiaries of the Registrant Wholly-Owned Subsidiaries of the Registrant: Name of Subsidiary Jurisdiction of Organization Q2 Software, Inc. Delaware Indirect Subsidiaries of the Registrant: Name of Subsidiary Jurisdiction of Organization Ownership Clickswitch Holdings, Inc. Delaware 100% by Q2 Software, Inc. Cloud Lending U.K. Ltd. United Kingdom 100% by Q2 Software, Inc. Cl

February 21, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022. ☐ Transition Report Pursu

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022. or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Q2 Holdings, Inc. (Exact name

February 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 21, 2023 Q2 HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 21, 2023 Q2 HOLDINGS, INC.

February 21, 2023 S-8

As filed with the Securities and Exchange Commission on February 21, 2023

As filed with the Securities and Exchange Commission on February 21, 2023 Registration No.

February 14, 2023 SC 13G/A

QTWO / Q2 Holdings Inc / BROWN CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 fp0081798-1sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 8)* Q2 Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 74736L109 (CU

February 9, 2023 SC 13G/A

QTWO / Q2 Holdings Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01735-q2holdingsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Q2 Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 74736L109 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the

November 7, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 7, 2022 EX-99.1

Q2 Holdings, Inc. Announces Third Quarter 2022 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Third Quarter 2022 Financial Results AUSTIN, Texas (November 7, 2022)?Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital transformation solutions for banking and lending, today announced results for its third quarter ending September 30, 2022. GAAP Results for the Third Quarter 2022 ?Revenue for the third quarter of $144.8 mi

November 7, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 7, 2022 Q2 HOLDINGS, INC.

August 4, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

August 3, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 3, 2022 Q2 HOLDINGS, INC.

August 3, 2022 EX-99.1

Q2 Holdings, Inc. Announces Second Quarter 2022 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Second Quarter 2022 Financial Results AUSTIN, Texas (August 3, 2022)?Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital transformation solutions for banking and lending, today announced results for its second quarter ending June 30, 2022. GAAP Results for the Second Quarter 2022 ?Revenue for the second quarter of $140.3 milli

June 3, 2022 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 1, 2022 Q2 HOLDINGS, INC.

May 3, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

May 2, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 2, 2022 Q2 HOLDINGS, INC.

May 2, 2022 EX-99.1

Q2 Holdings, Inc. Announces First Quarter 2022 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces First Quarter 2022 Financial Results AUSTIN, Texas (May 2, 2022)?Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital transformation solutions for banking and lending, today announced results for its first quarter ending March 31, 2022. GAAP Results for the First Quarter 2022 ?Revenue for the first quarter of $134.1 million, up

April 22, 2022 DEF 14A

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

February 16, 2022 EX-10.7

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.7 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the ?Agreement?) is entered into and made effective on September 24, 2021 (the ?Effective Date?), by and between Q2 Software, Inc., a Delaware corporation (?Company?), and Michael A. Volanoski (?Executive?). Each of the Company and Executive are a ?Party? and, collectively, th

February 16, 2022 EX-FILING FEES

Calculation of Filing Fee Table Form S-8 (Form Type) Q2 Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

EX-FILING FEES 2 exhibit107.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Q2 Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registr

February 16, 2022 EX-4.5

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Q2 Holdings, Inc. (?Q2?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): our common stock, par value $0.0001 per share (the ?common stock?). DESCRIPTION OF COMMON STOCK The following summary

February 16, 2022 EX-21.1

List of Subsidiaries of the Registrant

EXHIBIT 21.1 List of Subsidiaries of the Registrant Wholly-Owned Subsidiaries of the Registrant: Name of Subsidiary Jurisdiction of Organization Q2 Software, Inc. Delaware Indirect Subsidiaries of the Registrant: Name of Subsidiary Jurisdiction of Organization Ownership Clickswitch, LLC Minnesota 100% by Clickswitch Holdings, Inc. Clickswitch Holdings, Inc. Delaware 100% by Q2 Software, Inc. Cloud

February 16, 2022 S-8

As filed with the Securities and Exchange Commission on February 16, 2022

As filed with the Securities and Exchange Commission on February 16, 2022 Registration No.

February 16, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021. or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Q2 Holdings, Inc. (Exact name

February 15, 2022 EX-99.1

Q2 Holdings, Inc. Announces Fourth Quarter and Full-Year 2021 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Fourth Quarter and Full-Year 2021 Financial Results AUSTIN, Texas (February 15, 2022)?Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital transformation solutions for banking and lending, today announced results for its fourth quarter and full year ending December 31, 2021. GAAP Results for the Fourth Quarter and Full-Year 202

February 15, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 15, 2022 Q2 HOLDINGS, INC.

February 14, 2022 SC 13G/A

QTWO / Q2 Holdings Inc / BROWN CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 7)* Q2 Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 74736L109 (CUSIP Number) Eddie C. Brown Brown

February 10, 2022 SC 13G/A

QTWO / Q2 Holdings Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Q2 Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 74736L109 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Ru

February 4, 2022 SC 13G/A

QTWO / Q2 Holdings Inc / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Q2 Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74736L109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

December 14, 2021 EX-99.1

Investor Day 2021 2 3 5 6 7 8 Source: Internal estimates and “Which Industries Present the Brightest Growth Opportunities for Technology Investments?” International Data Corporation, August 2021. 9 10 11 150+ 2 35% 2 1,200+ 1 1Based on financial inst

Investor Day 2021 2 3 5 6 7 8 Source: Internal estimates and ?Which Industries Present the Brightest Growth Opportunities for Technology Investments?? International Data Corporation, August 2021.

December 14, 2021 EX-99.2

Q2 Holdings, Inc. to Host Virtual Investor Day; Q2 is Equipped to Lead and Capitalize on the New Frontier in Financial Services Q2 to provide long-term targets of approximately $1.2 billion in non-GAAP revenue and 20% Adjusted EBITDA Margins by 2026

Q2 Holdings, Inc. to Host Virtual Investor Day; Q2 is Equipped to Lead and Capitalize on the New Frontier in Financial Services Q2 to provide long-term targets of approximately $1.2 billion in non-GAAP revenue and 20% Adjusted EBITDA Margins by 2026 AUSTIN, Texas (December 14, 2021)?Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital banking and lending solutions, will host its Investor D

December 14, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 14, 2021 Q2 HOLDINGS, INC.

November 4, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 3, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 3, 2021 Q2 HOLDINGS, INC.

November 3, 2021 EX-99.1

Q2 Holdings, Inc. Announces Third Quarter 2021 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Third Quarter 2021 Financial Results AUSTIN, Texas (November 3, 2021)?Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital transformation solutions for banking and lending, today announced results for its third quarter ending September 30, 2021. GAAP Results for the Third Quarter 2021 ?Revenue for the third quarter of $126.7 mi

September 24, 2021 EX-10.1

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the ?Agreement?) is entered into and made effective on September 23, 2021 (the ?Effective Date?), by and between Q2 Software, Inc., a Delaware corporation (?Company?), and Matthew P. Flake (?Executive?). Each of the Company and Executive are a ?Party? and, collectively, they a

September 24, 2021 EX-10.3

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.3 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the ?Agreement?) is entered into and made effective on September 23, 2021 (the ?Effective Date?), by and between Q2 Software, Inc., a Delaware corporation (?Company?), and Adam D. Blue (?Executive?). Each of the Company and Executive are a ?Party? and, collectively, they are t

September 24, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 23, 2021 Q2 HOLDINGS, INC.

September 24, 2021 EX-10.4

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.4 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the ?Agreement?) is entered into and made effective on September 23, 2021 (the ?Effective Date?), by and between Q2 Software, Inc., a Delaware corporation (?Company?), and William M. Furrer (?Executive?). Each of the Company and Executive are a ?Party? and, collectively, they

September 24, 2021 EX-10.5

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.5 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the ?Agreement?) is entered into and made effective on September 23, 2021 (the ?Effective Date?), by and between Q2 Software, Inc., a Delaware corporation (?Company?), and John E. Breeden (?Executive?). Each of the Company and Executive are a ?Party? and, collectively, they ar

September 24, 2021 EX-10.2

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.2 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the ?Agreement?) is entered into and made effective on September 24, 2021 (the ?Effective Date?), by and between Q2 Software, Inc., a Delaware corporation (?Company?), and David J. Mehok (?Executive?). Each of the Company and Executive are a ?Party? and, collectively, they are

August 5, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

August 4, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 4, 2021 Q2 HOLDINGS, INC.

August 4, 2021 EX-99.1

Q2 Holdings, Inc. Announces Second Quarter 2021 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Second Quarter 2021 Financial Results AUSTIN, Texas (August 4, 2021)?Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital transformation solutions for banking and lending, today announced results for its second quarter ending June 30, 2021. GAAP Results for the Second Quarter 2021 ?Revenue for the second quarter of $123.6 milli

July 9, 2021 SC 13G/A

QTWO / Q2 Holdings Inc / BROWN CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 6)* Q2 Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 74736L109 (CUSIP Number) Eddie C. Brown Brown

June 11, 2021 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 8, 2021 Q2 HOLDINGS, INC.

May 25, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 24, 2021 Q2 HOLDINGS, INC.

May 12, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 11, 2021 Q2 HOLDINGS, INC.

May 6, 2021 EX-10.1

Q2 HOLDINGS, INC. NOTICE OF GRANT OF MSUs MARKET STOCK UNITS AGREEMENT

Exhibit 10.1 Q2 HOLDINGS, INC. NOTICE OF GRANT OF MSUs AND MARKET STOCK UNITS AGREEMENT Q2 Holdings, Inc. (the ?Company?), pursuant to its 2014 Equity Incentive Plan (the ?Plan?), hereby grants to the holder listed below (the ?Participant?), an award (the ?Award?) of Market Stock Units (the ?Units?), each of which is a right to receive one (1) share of Stock, on the terms and conditions set forth

May 6, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

May 5, 2021 EX-99.1

Q2 Holdings, Inc. Announces First Quarter 2021 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces First Quarter 2021 Financial Results AUSTIN, Texas (May 5, 2021)?Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital transformation solutions for banking and lending, today announced results for its first quarter ending March 31, 2021. GAAP Results for the First Quarter 2021 ?Revenue for the first quarter of $116.5 million, up

May 5, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 5, 2021 Q2 HOLDINGS, INC.

April 30, 2021 DEF 14A

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

April 29, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 26, 2021 Q2 HOLDINGS, INC.

February 19, 2021 S-8

- S-8

As filed with the Securities and Exchange Commission on February 19, 2021 Registration No.

February 19, 2021 EX-21.1

List of Subsidiaries of the Registrant

EXHIBIT 21.1 List of Subsidiaries of the Registrant Wholly-Owned Subsidiaries of the Registrant: Name of Subsidiary Jurisdiction of Organization Q2 Software, Inc. Delaware Indirect Subsidiaries of the Registrant: Name of Subsidiary Jurisdiction of Organization Ownership Cloud Lending U.K. Ltd. United Kingdom 100% by Q2 Software, Inc. Cloud Lending Australia Pty. Ltd. Australia 100% by Q2 Software,

February 19, 2021 EX-4.5

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Q2 Holdings, Inc. (?Q2?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): our common stock, par value $0.0001 per share (the ?common stock?). DESCRIPTION OF COMMON STOCK The following summary

February 19, 2021 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020. or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Q2 Holdings, Inc. (Exact name

February 17, 2021 EX-99.1

Q2 Holdings, Inc. Announces Fourth Quarter and Full-Year 2020 Financial Results

Exhibit 99.1 Q2 Holdings, Inc. Announces Fourth Quarter and Full-Year 2020 Financial Results AUSTIN, Texas (February 17, 2021)—Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital transformation solutions for banking and lending, today announced results for its fourth quarter and full year ending December 31, 2020. GAAP Results for the Fourth Quarter and Full-Year 2020 •Revenue for the fou

February 17, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 17, 2021 Q2 HOLDINGS, INC.

February 12, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 5)* Q2 H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 5)* Q2 Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 74736L109 (CUSIP Number) Eddie C. Brown Brown

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Q2 Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 74736L109 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Ru

February 4, 2021 SC 13G/A

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Q2 Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 74736L109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

February 4, 2021 SC 13G/A

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Q2 Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74736L109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

December 10, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 4, 2020 Q2 HOLDINGS, INC.

November 20, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2020 Q2 HOLDINGS, INC.

November 20, 2020 EX-4.1

Indenture, dated as of November 18, 2020, by and between Q2 Holdings, Inc. and Wilmington Trust National Association, as trustee.

EX-4.1 Exhibit 4.1 Q2 HOLDINGS, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 18, 2020 0.125% Convertible Senior Notes due 2025 TABLE OF CONTENTS PAGE ARTICLE 1 Definitions 1 Section 1.01. Definitions 1 Section 1.02. References to Interest 13 ARTICLE 2 Issue, Description, Execution, Registration and Exchange of Notes 13 Section 2.01. Designation and Amo

November 12, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2020 Q2 HOLDINGS, INC.

November 12, 2020 EX-10.1

Form of Exchange and Subscription Agreement

EX-10.1 2 d943149dex101.htm EX-10.1 Exhibit 10.1 November , 2020 Q2 Holdings, Inc. 13785 Research Boulevard, Suite 150 Austin, Texas 78750 Attention: General Counsel Re: Exchange and/or Subscription for Q2 Holdings, Inc. Convertible Senior Notes due 2025 Ladies and Gentlemen: Q2 Holdings, Inc., a Delaware corporation, (the “Company”), is offering a new series of its Convertible Senior Notes due 20

November 12, 2020 EX-99.1

Q2 Holdings, Inc. Announces Private Convertible Exchange and Subscription Transactions of $350 Million Principal Amount of 0.125% Convertible Senior Notes Due 2025

EX-99.1 Exhibit 99.1 Q2 Holdings, Inc. Announces Private Convertible Exchange and Subscription Transactions of $350 Million Principal Amount of 0.125% Convertible Senior Notes Due 2025 November 12, 2020 AUSTIN, Texas—(BUSINESS WIRE)-Q2 Holdings, Inc. (“Q2”) (NYSE: QTWO), a leading provider of digital transformation solutions for banking and lending, announced that it has entered into privately neg

November 12, 2020 EX-10.2

Form of Capped Call Confirmation

EX-10.2 Exhibit 10.2 [Dealer Dealer Address] November 11, 2020 To: Q2 Holdings, Inc. 13785 Research Blvd., Suite 150 Austin, TX 78750 Attention: Telephone No.: Email: Re: Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [] (“Dealer”) and Q2 Holdings, Inc., a Delaware corpora

November 5, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 4, 2020 EX-99.1

Q2 Holdings, Inc. Announces Third Quarter 2020 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Third Quarter 2020 Financial Results AUSTIN, Texas (Nov. 4, 2020)—Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital transformation solutions for banking and lending, today announced results for its third quarter ending September 30, 2020. GAAP Results for the Third Quarter 2020 •Revenue for the third quarter of $103.8 millio

November 4, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2020 Q2 HOLDINGS, INC.

November 4, 2020 EX-10.1

EMPLOYMENT AGREEMENT

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made effective November 9, 2020 (“Effective Date”), by and between Q2 Software, Inc., a Delaware corporation (“Company”), and David Mehok (“Executive”). The parties agree as follows: 1.Employment. Company agrees to continue to employ Executive, and Executive agrees to accept such continuing employment on the terms and

November 4, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 2, 2020 Q2 HOLDINGS, INC.

November 4, 2020 EX-99.1

Q2 Appoints New Chief Financial Officer Jennifer Harris announces retirement; seasoned financial executive David Mehok named CFO

EX-99.1 3 exhibit991.htm EX-99.1 Exhibit 99.1 Q2 Appoints New Chief Financial Officer Jennifer Harris announces retirement; seasoned financial executive David Mehok named CFO Austin, Texas, November 4, 2020 – Q2 (NYSE: QTWO), a leading provider of digital transformation solutions for banking and lending, announced today that David Mehok will be joining the company as its new chief financial office

September 2, 2020 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

August 6, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

August 5, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 3, 2020 Q2 HOLDINGS, INC.

August 5, 2020 EX-99.1

Q2 Holdings, Inc. Announces Second Quarter 2020 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Second Quarter 2020 Financial Results AUSTIN, Texas (Aug 5, 2020)—Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital transformation solutions for banking and lending, today announced results for its second quarter ending June 30, 2020. GAAP Results for the Second Quarter 2020 •Revenue for the second quarter of $97.6 million,

July 17, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 15, 2020 Q2 HOLDINGS, INC.

June 25, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 22, 2020 Q2 HOLDINGS, INC.

June 15, 2020 EX-10.1

Q2 HOLDINGS, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN

EXHIBIT 10.1 Q2 HOLDINGS, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN 1.Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities, and (b) achieve the Company’s objectives. 2. Definitions. (a) “Actual Award” means as to any Performance Period, the actual award (if any) payable to a Pa

June 15, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 9, 2020 Q2 HOLDINGS, INC.

May 27, 2020 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Defin

May 15, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2020 Q2 HOLDINGS, INC.

May 15, 2020 EX-1.1

Underwriting Agreement, dated May 12, 2020 by and among Q2 Holdings, Inc., J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Stifel, Nicolaus & Company, Incorporated and SunTrust Robinson Humphrey, Inc., as representatives of the several underwriters named therein

EX-1.1 Exhibit 1.1 Q2 Holdings, Inc. 4,117,647 Shares of Common Stock Underwriting Agreement May 12, 2020 J.P. Morgan Securities LLC Citigroup Global Markets Inc. Stifel, Nicolaus & Company, Incorporated SunTrust Robinson Humphrey, Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 c/o Citigroup Globa

May 15, 2020 EX-99.1

13785 Research Boulevard, Suite 150, Austin, Texas 512.275.0072

EX-99.1 Exhibit 99.1 13785 Research Boulevard, Suite 150, Austin, Texas 512.275.0072 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Launch of Proposed Follow-on Offering of Common Stock AUSTIN, TX (May 11, 2020) — Q2 Holdings, Inc. (NYSE: QTWO), a leading provider of digital transformation solutions for banking and lending, today announced that it has commenced a roadshow to market its common s

May 15, 2020 EX-99.2

13785 Research Boulevard, Suite 150, Austin, Texas 512.275.0072

EX-99.2 Exhibit 99.2 13785 Research Boulevard, Suite 150, Austin, Texas 512.275.0072 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Upsizing and Pricing of Public Offering of Common Stock AUSTIN, TX (May 13, 2020) — Q2 Holdings, Inc. (“Q2”) (NYSE: QTWO), a leading provider of digital transformation solutions for banking and lending, today announced the pricing of its public offering of 4,117,64

May 13, 2020 FWP

Q2 Holdings, Inc.

FWP 1 d926490dfwp.htm FWP Filed Pursuant to Rule 433 under the Securities Act of 1933 Issuer Free Writing Prospectus dated May 12, 2020 Relating to Preliminary Prospectus Supplement dated May 11, 2020 To Prospectus dated May 11, 2020 Registration Statement No. 333-231947 Q2 Holdings, Inc. This free writing prospectus relates to the offering of shares of common stock of Q2 Holdings, Inc. (the “Comp

May 13, 2020 424B5

CALCULATION OF REGISTRATION FEE Title of Securities to be Registered Amount to be Registered(1) Maximum Offering Price Per Share Maximum Aggregate Offering Price Amount of Registration Fee(2) Common stock, $0.0001 par value per share: 4,735,294 $76.5

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-231947 CALCULATION OF REGISTRATION FEE Title of Securities to be Registered Amount to be Registered(1) Maximum Offering Price Per Share Maximum Aggregate Offering Price Amount of Registration Fee(2) Common stock, $0.0001 par value per share: 4,735,294 $76.50 $362,249,991 $47,020.05 (1) Includes shares of Common Stock tha

May 11, 2020 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 11, 2020 (November 1, 2019) Q2 HOLDINGS, INC.

May 11, 2020 424B5

Subject to Completion, dated May 11, 2020

424B5 1 d928015d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-231947 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to the securities has become effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying prospectus are n

May 11, 2020 EX-99.4

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

EX-99.4 2 d892624dex994.htm EX-99.4 Exhibit 99.4 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The following unaudited pro forma combined financial information is presented to illustrate the estimated effects of the acquisition of Lender Performance Group, LLC, a Delaware limited liability company, (“PrecisionLender”), Lender Performance Group Blocker, LLC, a Delaware limited liability compan

May 11, 2020 POSASR

- POSASR

POSASR Table of Contents As filed with the Securities and Exchange Commission on May 11, 2020 Registration No.

May 7, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

May 6, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 6, 2020 Q2 HOLDINGS, INC.

May 6, 2020 EX-99.1

Q2 Holdings, Inc. Announces First Quarter 2020 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces First Quarter 2020 Financial Results AUSTIN, Texas (May 6, 2020)-Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital transformation solutions for banking and lending, today announced results for its first quarter ending March 31, 2020. “Over the past 90 days, we have been carefully monitoring and assessing the effects of COVID

April 29, 2020 DEF 14A

Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

April 9, 2020 SC 13G/A

QTWO / Q2 Holdings, Inc. / BROWN CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 4)* Q2 Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 74736L109 (CUSIP Number) Eddie C. Brown Brown

March 24, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 20, 2020 Q2 HOLDINGS, INC.

February 21, 2020 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2019. or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Q2 Holdings, Inc. (Exact name

February 21, 2020 EX-2.4

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.4 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment to Agreement and Plan of Merger (this “Amendment”) is entered into as of October 31, 2019, by and among Lender Performance Group, LLC, a Delaware limited liability company also doing business as PrecisionLender (the “Company”), Q2 Software, Inc., a Delaware corporation (“Acquiror”), and Insight Venture Partners, LLC,

February 21, 2020 EX-4.6

Exhibit 4.6

Exhibit 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Q2 Holdings, Inc. (“Q2”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock, par value $0.0001 per share (the “common stock”). DESCRIPTION OF COMMON STOCK The following summary

February 21, 2020 S-8

- S-8

S-8 1 a2020forms8.htm S-8 As filed with the Securities and Exchange Commission on February 21, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Q2 HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 20-2706637 (State or other jurisdiction of incorporation or

February 21, 2020 EX-2.5

SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.5 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment to Agreement and Plan of Merger (this “Amendment”) is entered into as of December 27, 2019, by and between Q2 Software, Inc. (“Acquiror”) and Insight Venture Partners, LLC, a Delaware limited liability company, solely in its capacity as the Member Representative. RECITALS WHEREAS, capitalized terms used herein but n

February 21, 2020 EX-21.1

List of Subsidiaries of the Registrant

EXHIBIT 21.1 List of Subsidiaries of the Registrant Wholly-Owned Subsidiaries of the Registrant: Name of Subsidiary Jurisdiction of Organization Q2 Software, Inc. Delaware Indirect Subsidiaries of the Registrant: Name of Subsidiary Jurisdiction of Organization Ownership Centrix Solutions, LLC Nebraska 100% by Q2 Software, Inc. SmartyPig, L.L.C. Iowa 100% by Q2 Software, Inc. pingplot, L.L.C. Delaw

February 20, 2020 8-K/A

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

February 20, 2020 EX-99.1

Q2 Holdings, Inc. Announces Fourth Quarter and Full-Year 2019 Financial Results

Exhibit 99.1 CORRECTING and REPLACING Q2 Holdings, Inc. Announces Fourth Quarter and Full-Year 2019 Financial Results CORRECTION...by Q2 Holdings, Inc. AUSTIN, Texas-(BUSINESS WIRE)- The table labeled "Reconciliation of GAAP to Non-GAAP Revenue Guidance" has been replaced. The corrected release reads: Q2 Holdings, Inc. Announces Fourth Quarter and Full-Year 2019 Financial Results Q2 Holdings, Inc.

February 19, 2020 EX-99.1

Q2 Holdings, Inc. Announces Fourth Quarter and Full-Year 2019 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Fourth Quarter and Full-Year 2019 Financial Results AUSTIN, Texas (Feb. 19, 2020)-Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital transformation solutions for banking and lending, today announced results for its fourth quarter ending Dec. 31, 2019. GAAP Results for the Fourth Quarter and Full-Year 2019 • Revenue for the fo

February 19, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 19, 2020 Q2 HOLDINGS, INC.

February 14, 2020 SC 13G/A

QTWO / Q2 Holdings, Inc. / BROWN CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 fp0050135sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 3)* Q2 Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 74736L109 (CUSI

February 13, 2020 SC 13G/A

QTWO / Q2 Holdings, Inc. / Seale R. H. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Q2 Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74736L109 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

February 13, 2020 EX-99

JOINT FILING AGREEMENT

Invesco Joint Filing Agreement JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd.

February 13, 2020 SC 13G

QTWO / Q2 Holdings, Inc. / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Q2 Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 74736L109 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

February 12, 2020 SC 13G/A

QTWO / Q2 Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01516-q2holdingsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Q2 Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 74736L109 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the

January 28, 2020 SC 13G

QTWO / Q2 Holdings, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Q2 Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 74736L109 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

January 3, 2020 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

January 3, 2020 EX-99.1

Page Report of Independent Certified Public Accountants 3 Consolidated Financial Statements: Consolidated Balance Sheets as of December 31, 2018 and 2017 4 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31,

EXHIBIT 99.1 Lender Performance Group, LLC and Subsidiaries Consolidated Financial Statements As of and for the Years Ended December 31, 2018 and 2017 Lender Performance Group, LLC and Subsidiaries Table of Contents Page Report of Independent Certified Public Accountants 3 Consolidated Financial Statements: Consolidated Balance Sheets as of December 31, 2018 and 2017 4 Consolidated Statements of O

January 3, 2020 EX-99.3

Unaudited Pro Forma Combined Financial Information

EXHIBIT 99.3 Unaudited Pro Forma Combined Financial Information The following unaudited pro forma combined financial information is presented to illustrate the estimated effects of the acquisition of Lender Performance Group, LLC, a Delaware limited liability company, ("PrecisionLender"), Lender Performance Group Blocker, LLC, a Delaware limited liability company ("Blocker A"), LPGB, Inc., a Delaw

January 3, 2020 EX-99.2

Page Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 (Unaudited) 2 Condensed Consolidated Statements of Operations and Comprehensive Loss for the Nine Months Ended September 30, 2019 and 2018 (Unaudited) 3 Condens

EXHIBIT 99.2 Lender Performance Group, LLC and Subsidiaries Contents Page Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 (Unaudited) 2 Condensed Consolidated Statements of Operations and Comprehensive Loss for the Nine Months Ended September 30, 2019 and 2018 (Unaudited) 3 Condensed Consolidated Statements of Members' (Deficit) Capital for the Nine Months Ende

December 20, 2019 EX-10.1

LEASE AGREEMENT by and between ASPEN LAKE BUILDING THREE, LLC, a Texas limited liability company as Landlord Q2 SOFTWARE, INC., a Delaware corporation as Tenant December 18, 2019

Exhibit 10.1 LEASE AGREEMENT by and between ASPEN LAKE BUILDING THREE, LLC, a Texas limited liability company as Landlord and Q2 SOFTWARE, INC., a Delaware corporation as Tenant dated December 18, 2019 Aspen Lake Three Office Building Pecan Park Boulevard Austin, Texas 78750 LEASE AGREEMENT THIS LEASE AGREEMENT (this "Lease") is made and entered into as of the 18th day of December, 2019 (the "Effe

December 20, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 18, 2019 Q2 HOLDINGS, INC.

November 7, 2019 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 6, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 6, 2019 Q2 HOLDINGS, INC.

November 6, 2019 EX-99.1

Q2 Holdings, Inc. Announces Third Quarter 2019 Financial Results Revenue of $79.7 million, up 32 percent year-over-year and up 3 percent from the previous quarter.

EX-99.1 2 q32019exhibit991.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Third Quarter 2019 Financial Results Revenue of $79.7 million, up 32 percent year-over-year and up 3 percent from the previous quarter. AUSTIN, Texas (Nov. 6, 2019)-Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital banking and lending solutions, today announced results for its thir

November 1, 2019 EX-99.1

Q2 Holdings Completes Acquisition of PrecisionLender

Exhibit 99.1 Q2 Holdings Completes Acquisition of PrecisionLender AUSTIN, Texas (Nov. 1, 2019)—Q2 Holdings, Inc.(NYSE: QTWO), a leading provider of digital transformation solutions for banking and lending, today announced it has completed the acquisition of Lender Performance Group LLC (“PrecisionLender”) in a cash transaction valued at approximately $510 million. Based in Charlotte, North Carolin

November 1, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 31, 2019 Q2 HOLDINGS, INC.

October 9, 2019 SC 13G/A

QTWO / Q2 Holdings, Inc. / BROWN CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 fp0046458sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 2)* Q2 Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 74736L109 (CUSI

October 1, 2019 EX-99.1

Q2 Holdings Enters Definitive Agreement to Acquire PrecisionLender

Exhibit 99.1 Q2 Holdings Enters Definitive Agreement to Acquire PrecisionLender • Expands Q2's commercial banking solution offerings and total addressable market • Leverages actionable, real-time data to drive better outcomes and greater innovation for banks • Combines world-class leadership, talent and cultures AUSTIN, Texas (Oct. 1, 2019)—Q2 Holdings, Inc. (NYSE: QTWO), a leading provider of dig

October 1, 2019 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 30, 2019 Q2 HOLDINGS, INC.

October 1, 2019 EX-2.1

Agreement and Plan of Merger, dated September 30, 2019, by and among the Registrant, Lender Performance Group, LLC, Lender Performance Group Blocker, LLC, LPGB, Inc., Insight (Delaware) PL Blocker Corporation, Insight (Cayman) PL Blocker Corporation, Arrow Company Merger Sub, LLC, Arrow Blocker Merger Sub 1, LLC, Arrow Blocker Merger Sub 2, Inc., Arrow Blocker Merger Sub 3, Inc., Arrow Blocker Merger Sub 4, Inc., and Insight Venture Partners, LLC, in its capacity as equity holder representative

Execution Version Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among LENDER PERFORMANCE GROUP, LLC, LENDER PERFORMANCE GROUP BLOCKER, LLC, LPGB, INC., INSIGHT (DELAWARE) PL BLOCKER CORPORATION, INSIGHT (CAYMAN) PL BLOCKER CORPORATION, Q2 SOFTWARE, INC., ARROW BLOCKER MERGER SUB 1, LLC, ARROW BLOCKER MERGER SUB 2, INC., ARROW BLOCKER MERGER SUB 3, INC., ARROW BLOCKER MERGER SUB 4, INC., ARROW CO

August 8, 2019 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

August 7, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 q220198k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 7, 2019 Q2 HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36350 20-2706637 (State or Other Jurisdiction of Incorporation) (

August 7, 2019 EX-99.1

Q2 Holdings, Inc. Announces Second Quarter 2019 Financial Results Total second quarter revenue of $77.6 million, up 33 percent year-over-year, and up 9 percent from the previous quarter.

EX-99.1 2 q22019exhibit991.htm EXHIBIT 99.1 Exhibit 99.1 Q2 Holdings, Inc. Announces Second Quarter 2019 Financial Results Total second quarter revenue of $77.6 million, up 33 percent year-over-year, and up 9 percent from the previous quarter. AUSTIN, Texas (August 7, 2019)-Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital banking and lending solutions, today announced results for its s

July 19, 2019 EX-10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is made effective on July 15, 2019 (“Effective Date”), by and between Q2 Software, Inc., a Delaware corporation (“Company”), and Odus (“Boogie”) Wittenburg Jr. (“Executive”), and amends and restates that certain Employment Agreement, dated August 22, 2016, as amended. The partie

July 19, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 15, 2019 Q2 HOLDINGS, INC.

June 11, 2019 EX-3.2

Amended and Restated Bylaws of Q2 Holdings, Inc.

EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF Q2 HOLDINGS, INC. ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place (if any) within or without the State of Delaware as may be determined from time to time by the Board of Directors or, if not determined by the Board of Directors, by the Chairman of the Board, the President or the Chief Executive Office

June 11, 2019 EX-3.1

Fifth Amended and Restated Certificate of Incorporation of Q2 Holdings, Inc.

EXHIBIT 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Q2 HOLDINGS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Q2 Holdings, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”), DOES HEREBY CERTIFY: 1. That the name of the corporation is Q2

June 11, 2019 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 11, 2019 Q2 HOLDINGS, INC.

June 11, 2019 EX-4.1

Indenture, dated June 10, 2019 between Q2 Holdings, Inc. and Wilmington Trust, National Association, as trustee

EX-4.1 Exhibit 4.1 Q2 HOLDINGS, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 10, 2019 0.75% Convertible Senior Notes due 2026 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 13 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amount 13 Sec

June 11, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2019 Q2 HOLDINGS, INC.

June 6, 2019 EX-10.2

Form of Capped Call Confirmation

EX-10.2 Exhibit 10.2 [Dealer Dealer Address] [ ], 2019 To: Q2 Holdings, Inc. 13785 Research Blvd., Suite 150 Austin, TX 78750 Attention: [Chief Financial Officer] Telephone No.: (512) 275-0072 Facsimile No.: [ ] Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into

June 6, 2019 EX-99.2

13785 Research Boulevard, Suite 150, Austin, Texas 512.275.0072

EX-99.2 Exhibit 99.2 13785 Research Boulevard, Suite 150, Austin, Texas 512.275.0072 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Private Offering of $200 Million of Convertible Senior Notes due 2026 AUSTIN, TX (June 4, 2019)—Q2 Holdings, Inc. (NYSE: QTWO), a leading provider of digital transformation solutions for banking and lending, today announced that it intends to offer, subject to mark

June 6, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 d738520d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2019 Q2 HOLDINGS, INC. (Exact name of registrant as specified in charter) Delaware 001-36350 20-2706637 (State or Other Jurisdiction of Incorporation) (

June 6, 2019 EX-99.4

13785 Research Boulevard, Suite 150, Austin, Texas 512.275.0072

EX-99.4 Exhibit 99.4 13785 Research Boulevard, Suite 150, Austin, Texas 512.275.0072 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Upsizing and Pricing of Private Placement of $275 Million of Convertible Senior Notes due 2026 AUSTIN, TX (June 5, 2019)—Q2 Holdings, Inc. (“Q2”) (NYSE: QTWO), a leading provider of digital transformation solutions for banking and lending, today announced the upsiz

June 6, 2019 EX-99.1

13785 Research Boulevard, Suite 150, Austin, Texas 512.275.0072

EX-99.1 6 d738520dex991.htm EX-99.1 Exhibit 99.1 13785 Research Boulevard, Suite 150, Austin, Texas 512.275.0072 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Launch of Proposed Follow-on Offering of Common Stock AUSTIN, TX (June 4, 2019) — Q2 Holdings, Inc. (NYSE: QTWO), a leading provider of digital transformation solutions for banking and lending, today announced that it has commenced a roa

June 6, 2019 EX-10.1

Purchase Agreement, dated June 5, 2019 by and among Q2 Holdings, Inc., Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Stifel, Nicolaus & Company, Incorporated and BMO Capital Markets Corp., as representatives of the several initial purchasers named therein

EX-10.1 4 d738520dex101.htm EX-10.1 Exhibit 10.1 Execution Version $275,000,000 Q2 HOLDINGS, INC. 0.75% CONVERTIBLE SENIOR NOTES DUE 2026 PURCHASE AGREEMENT June 5, 2019 June 5, 2019 Morgan Stanley & Co. LLC J.P. Morgan Securities LLC Stifel, Nicolaus & Company, Incorporated BMO Capital Markets Corp. As Representatives of the several Initial Purchasers named in Schedule I hereto c/o Morgan Stanley

June 6, 2019 EX-99.3

13785 Research Boulevard, Suite 150, Austin, Texas 512.275.0072

EX-99.3 8 d738520dex993.htm EX-99.3 Exhibit 99.3 13785 Research Boulevard, Suite 150, Austin, Texas 512.275.0072 FOR IMMEDIATE RELEASE Q2 Holdings, Inc. Announces Upsizing and Pricing of Public Offering of Common Stock AUSTIN, TX (June 5, 2019) — Q2 Holdings, Inc. (“Q2”) (NYSE: QTWO), a leading provider of digital transformation solutions for banking and lending, today announced the upsizing and p

June 6, 2019 EX-1.1

Underwriting agreement, dated June 5, 2019 by and among Q2 Holdings, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named therein, and a selling stockholder named therein

EX-1.1 Exhibit 1.1 Execution Version Q2 Holdings, Inc. 2,637,986 Shares of Common Stock Underwriting Agreement June 5, 2019 J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Stifel, Nicolaus & Company, Incorporated As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 c/o Morgan Stanley & Co. LLC 1585 Broad

June 6, 2019 424B5

CALCULATION OF REGISTRATION FEE Title of Securities to be Registered Amount to be Registered(1) Maximum Offering Price Per Share Maximum Aggregate Offering Price Amount of Registration Fee(2) Common stock, $0.0001 par value per share: 3,033,684 $69.5

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-231947 CALCULATION OF REGISTRATION FEE Title of Securities to be Registered Amount to be Registered(1) Maximum Offering Price Per Share Maximum Aggregate Offering Price Amount of Registration Fee(2) Common stock, $0.0001 par value per share: 3,033,684 $69.50 $210,841,038 $25,553.94 (1) Includes shares of Common Stock tha

June 6, 2019 FWP

Q2 HOLDINGS, INC. 2,637,986 Shares of Common Stock

FWP Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated June 5, 2019 Relating to Preliminary Prospectus Supplement dated June 4, 2019 To Prospectus dated June 4, 2019 Registration Statement No.

June 4, 2019 424B5

Subject to Completion, dated June 4, 2019

424B5 1 d754328d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-231947 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to the securities has become effective under the Securities Act of 1933, as amended. This preliminary prospectus and the accompanying prospectus are not an offer

June 4, 2019 S-3ASR

Power of Attorney.

S-3ASR 1 d759280ds3asr.htm S-3ASR Table of Contents As filed with the Securities and Exchange Commission on June 4, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Q2 Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 20-2706637 (State or other jurisdictio

May 8, 2019 EX-10.1

Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (“Amendment”), effective as of March __, 2019, between Q2 Software, Inc., a Delaware corporation with principal offices at 13785 Research Blvd., Suite 150, Austin,

templateamendmenttoexecu Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (“Amendment”), effective as of March , 2019, between Q2 Software, Inc., a Delaware corporation with principal offices at 13785 Research Blvd., Suite 150, Austin, Texas 78750 (“Q2”), and , amends that certain Employment Agreement dated as of , 201, as the same has been amended from time to

May 8, 2019 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019. or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0

May 7, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 7, 2019 Q2 HOLDINGS, INC.

May 7, 2019 EX-99.1

Q2 Holdings, Inc. Announces First Quarter 2019 Financial Results Total first quarter revenue of $71.3 million, up 30 percent year-over-year, and up 6 percent from the previous quarter.

Exhibit 99.1 Q2 Holdings, Inc. Announces First Quarter 2019 Financial Results Total first quarter revenue of $71.3 million, up 30 percent year-over-year, and up 6 percent from the previous quarter. AUSTIN, Texas (May 7, 2019)-Q2 Holdings, Inc. (NYSE:QTWO), a leading provider of digital transformation solutions for banking and lending, today announced results for its first quarter ending March 31,

April 30, 2019 DEF 14A

Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

April 19, 2019 PRE 14A

QTWO / Q2 Holdings, Inc. PRE 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: ý Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

March 12, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2019 Q2 HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-36350 (Commission File Number) 20-27

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