Form 8-K

8-K — Q2 Holdings, Inc.

Accession: 0001410384-26-000051

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0001410384

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — qtwo-20260729.htm (Primary)

EX-99.1 (a260630q2ex9918k.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: qtwo-20260729.htm · Sequence: 1

qtwo-20260729

0001410384falseNYSETX00014103842026-07-292026-07-290001410384exch:XNYS2026-07-292026-07-290001410384qtwo:NYSETexasMember2026-07-292026-07-290001410384exch:XCHI2026-07-292026-07-29

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, 2026

Q2 HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware 001-36350 20-2706637

(State or Other Jurisdiction

of Incorporation) (Commission

File Number) (I.R.S. Employer

Identification No.)

10355 Pecan Park Boulevard

Austin, Texas 78729

(Address of Principal Executive Offices, and Zip Code)

(833) 444-3469

Registrant's Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.0001 par value QTWO New York Stock Exchange

Common Stock, $0.0001 par value QTWO NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On July 29, 2026, Q2 Holdings, Inc. (the "Company") issued a press release regarding its financial results for the second quarter ended June 30, 2026. A copy of the Company's press release is furnished herewith as Exhibit 99.1.

The information furnished in this Current Report under this Item 2.02 and the exhibit furnished herewith shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

On July 29, 2026, the Company also announced that its Board of Directors has authorized up to $350 million of additional repurchases of its common stock in the open market or in privately negotiated transactions, including accelerated share repurchase transactions, block trades or pursuant to Rule 10b5-1 trading plans. The additional authorization has no expiration date, does not obligate the Company to acquire a specified number of shares and may be suspended, modified or terminated by the Board of Directors at any time, without prior notice. The number of shares to be repurchased will depend on market conditions and other factors.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press release dated July 29, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Q2 HOLDINGS, INC.

July 29, 2026

/s/ Jonathan A. Price

Jonathan A. Price

Chief Financial Officer

EX-99.1

Filename: a260630q2ex9918k.htm · Sequence: 2

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Q2 Holdings, Inc. Announces Second Quarter 2026 Financial Results; Announced Additional $350 Million Share Repurchase Authorization

AUSTIN, Texas (July 29, 2026)—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, 2026.

GAAP Results for the Second Quarter 2026

•Revenues of $219.8 million, up by 13 percent compared to the prior-year quarter and 2 percent from first quarter 2026.

•GAAP gross margin of 59.2 percent, up from 53.6 percent in the prior-year quarter and 59.1 percent in first quarter 2026.

•GAAP net income of $29.9 million, up from $11.8 million for the prior-year quarter and $26.6 million for first quarter 2026.

Non-GAAP Results for the Second Quarter 2026

•Non-GAAP gross margin of 62.3 percent, up from 57.5 percent for the prior-year quarter and 62.1 percent in first quarter 2026.

•Adjusted EBITDA of $62.8 million, up from $45.8 million for the prior-year quarter and $60.0 million for first quarter 2026.

For a reconciliation of our GAAP to non-GAAP results, please see the tables below.

“We delivered another strong quarter of consistent execution, with solid bookings across our solution portfolio, while also delivering more than 500 basis points of adjusted EBITDA margin expansion from the prior year quarter,” said Matt Flake, Chairman, President and CEO, Q2. "Customers increasingly view Q2 as a strategic partner, evidenced by a top 25 U.S. bank that added relationship pricing this quarter to a partnership that already spans our commercial digital banking and risk and fraud solutions. That same platform breadth is what we believe positions us for the road ahead: extending AI and fraud innovation across our customer base, which was front and center at our largest CONNECT yet. With a healthy pipeline entering the second half, we remain confident in our ability to execute and deliver long-term value.”

“Our record revenue, gross margin, and adjusted EBITDA this quarter demonstrate the continued strength and scalability of our financial model,” said Jonathan Price, CFO, Q2. “We also retired our convertible notes in June, ending the quarter debt-free, which we believe gives us greater flexibility in how we finance the business and additional optionality in how we allocate capital going forward. This performance, coupled with our outlook for the remainder of the year, has given us the confidence to raise our full-year guidance on both revenue and adjusted EBITDA for 2026. We remain dedicated to delivering growth, margin expansion, and improved capital efficiency as we continue to drive value for our shareholders.”

Price added that the Company’s performance, outlook and debt-free balance sheet supported the Board of Directors’ decision to approve up to an additional $350 million of share repurchases, following the $150 million authorization announced in November 2025.

Second Quarter Highlights

•Signed eight Enterprise and Tier 1 contracts in the quarter highlighted by:

◦An expansion agreement with a Top 25 U.S. Enterprise bank to add our relationship pricing solutions, deepening the existing relationship with Q2.

◦A net new agreement with a Tier 1 bank for our retail and commercial digital banking solutions, won after the bank acquired an existing Q2 customer.

◦Expansion agreements with two Tier 1 banks to add our relationship pricing solutions, both of which are existing digital banking customers.

•Subscription Annualized Recurring Revenue increased to $825.5 million, up 15 percent year-over-year.

•Remaining Performance Obligations total, or Backlog, increased by $21.6 million sequentially and $404.3 million year-over-year, resulting in a total committed Backlog of approximately $2.8 billion at quarter-end, representing 1 percent sequential growth and 17 percent year-over-year growth.

•In the second quarter ended June 30, 2026, Q2 repurchased 0.5 million shares of the Company's outstanding common stock at an average share price of approximately $45.67 for total consideration of $22.9 million. As of the end of the quarter, Q2 had $24.9 million remaining on its $150 million share repurchase authorization announced in November 2025.

CONNECT 26: Customers Move from Interest to Action on AI and Fraud

•Record attendance: Q2’s annual CONNECT customer conference drew its largest-ever audience with over 1,500 attendees representing over 900 existing and prospective customers.

•Who attended: Participants spanned executives from financial institutions and leaders across relationship pricing, risk & fraud, digital banking and AI, as well as partners from our Innovation Studio ecosystem, reflecting how central Q2 has become to the customer and partner ecosystem.

•AI front and center: Q2 introduced Q2 Assistant, an embedded capability that lets bankers use natural language to access information and navigate workflows and was the most-demoed product at the event, and demonstrated Q2 Code, its AI-assisted development capability.

•Fraud as a top priority: Q2 showcased its new account takeover capabilities through User Activity Monitoring, which uses AI to detect and intervene on potential compromise in real time, and already has double-digit early-adopter customers.

•The takeaway: Customers are moving from AI curiosity to AI adoption, turning to Q2 as a trusted partner for practical, workflow-driven innovation.

Share Repurchase Program

Today, Q2 also announces that its Board of Directors has approved up to an additional $350 million of share repurchases, bringing total currently available repurchase capacity to approximately $375 million. Q2 may purchase shares in the open market or in privately negotiated transactions, including accelerated share repurchase transactions, block trades, or pursuant to Rule 10b5-1 trading plans.

Financial Outlook

As of July 29, 2026, Q2 Holdings is providing guidance for its third quarter of 2026 and updated guidance for its full year 2026, which represents Q2 Holdings’ current estimates on Q2 Holdings’ operations and financial results. The financial information below includes adjusted EBITDA, which represents forward-looking, non-GAAP financial information. GAAP net income is the most comparable GAAP measure to adjusted EBITDA. Adjusted EBITDA differs from GAAP net income in that it excludes items such as depreciation and amortization, stock-based compensation, transaction-related costs, interest and other (income) expense, income taxes, lease and other restructuring charges, and non-recurring legal settlements not in our ordinary course of business. Q2 Holdings is unable to predict with reasonable certainty the ultimate outcome of these exclusions without unreasonable effort. Therefore, Q2 Holdings has not provided guidance for GAAP net income or a reconciliation of the foregoing forward-looking adjusted EBITDA guidance to GAAP net income. However, it is important to note that these excluded items could be material to Q2's results computed in accordance with GAAP in future periods.

Q2 Holdings is providing guidance for the third quarter of 2026 as follows:

•Total revenue of $218.5 million to $222.5 million, which would represent year-over-year growth of 8 to 10 percent.

•Adjusted EBITDA of $58.5 million to $61.5 million, representing 27 to 28 percent of revenue for the quarter.

Q2 Holdings is providing updated guidance for the full-year 2026 as follows:

•Total revenue of $881.0 million to $886.0 million, which would represent year-over-year growth of 11 percent.

•Adjusted EBITDA of $244.0 million to $248.0 million, representing 28 percent of revenue for the year.

Conference Call Details

Date: Wednesday, July 29, 2026

Time: 5:00 p.m. EDT

Hosts: Matt Flake, Chairman, President & CEO / Jonathan Price, CFO

Webcast Registration: https://events.q4inc.com/attendee/416606984

All participants must register using the above link. The webcast of the conference call and financial results will be accessible from the investor relations section of the Q2 website at http://investors.Q2.com/. An archived replay of the webcast will be available on this website for a limited time after the call. Q2 has used, and intends to continue to use, its investor relations website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

About Q2 Holdings, Inc.

Q2 is a leading provider of digital transformation solutions for financial services, serving banks, credit unions, alternative finance companies, and fintechs in the U.S. and internationally. Q2 enables its financial institution and fintech customers to provide comprehensive, data-driven digital engagement solutions for consumers, small businesses and corporate clients. Headquartered in Austin, Texas, Q2 has offices worldwide and is publicly traded on the NYSE and NYSE Texas under the stock symbol QTWO. To learn more, please visit Q2.com. Follow us on LinkedIn and X to stay up to date.

Use of Non-GAAP Measures

Q2 uses the following non-GAAP financial measures: adjusted EBITDA; adjusted EBITDA margin; non-GAAP gross margin; non-GAAP gross profit; non-GAAP sales and marketing expense; non-GAAP research and development expense; non-GAAP general and administrative expense; non-GAAP operating expense; non-GAAP operating income; non-GAAP net income; non-GAAP net income per common share, diluted; and free cash flow. Management believes that these non-GAAP financial measures are useful measures of operating performance because they exclude items that Q2 does not consider indicative of its core performance.

In the case of adjusted EBITDA, Q2 adjusts net income for such items as interest and other (income) expense, taxes, depreciation and amortization, stock-based compensation, transaction-related costs, lease and other restructuring charges, and non-recurring legal settlements not in our ordinary course of business. In the case of adjusted EBITDA margin, Q2 calculates adjusted EBITDA margin by dividing adjusted EBITDA by revenue. In the case of non-GAAP gross margin and non-GAAP gross profit, Q2 adjusts gross profit and gross margin for stock-based compensation, amortization of acquired technology, transaction-related costs and lease and other restructuring charges. In the case of non-GAAP sales and marketing expense and non-GAAP research and development expense, Q2 adjusts the corresponding GAAP expense to exclude stock-based compensation. Non-GAAP general and administrative expense excludes stock-based compensation and non-recurring legal settlements not in our ordinary course of business. Non-GAAP operating expense is calculated by taking the sum of non-GAAP sales and marketing expenses, non-GAAP research and development expense and non-GAAP general and administrative expense. In the case of non-GAAP operating income and non-GAAP net income, Q2 adjusts operating income, for stock-based compensation, transaction-related costs, amortization of acquired technology, amortization of acquired intangibles, lease and other restructuring charges and non-recurring legal settlements not in our ordinary course of business, and with respect to non-GAAP net income, Q2 additionally adjusts for amortization of debt issuance costs and the related tax effects of the adjustments above. The tax effect of non-GAAP adjustments is calculated based on the tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment and considers the current and deferred tax impact of those adjustments. The Company is in a cumulative income position on a non-GAAP basis and has not recorded a valuation allowance against deferred tax assets in the non-GAAP tax provision. As a result, the non-GAAP tax expense may differ significantly from the GAAP tax expense. In the case of non-GAAP net income per common share, diluted, Q2 divides non-

GAAP net income by the diluted weighted average common shares outstanding. In the case of free cash flow, Q2 adjusts net cash provided by (used in) operating activities for purchases of property and equipment and capitalized software development costs. A reconciliation of prior quarter non-GAAP financial measures to the nearest comparable GAAP measures may be found in Exhibit 99.1 of Q2's Form 8-K filed on April 29, 2026.

There are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, do not reflect a comprehensive system of accounting and may not be completely comparable to similarly titled measures of other companies due to potential differences in the exact method of calculation between companies. Certain items that are excluded from these non-GAAP financial measures can have a material impact on operating and net income. As a result, these non-GAAP financial measures have limitations and should be considered in addition to, not as a substitute for or superior to, the closest GAAP measures, or other financial measures prepared in accordance with GAAP. A reconciliation to the closest GAAP measures of these non-GAAP measures is contained in tabular form on the attached unaudited condensed consolidated financial statements.

Q2’s management uses these non-GAAP measures as measures of operating performance; to prepare Q2’s annual operating budget; to allocate resources to enhance the financial performance of Q2’s business; to evaluate the effectiveness of Q2’s business strategies; to provide consistency and comparability with past financial performance; to facilitate a comparison of Q2’s results with those of other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results; and in communication with our board of directors concerning Q2’s financial performance.

Forward-looking Statements

This press release contains forward-looking statements and forward-looking information. These statements can be identified by expressions of belief, expectation or intention, as well as statements that are not historical fact, including statements about: customer perception of Q2 as a strategic partner; the ability of our platform breadth to position us for the road ahead, including by extending AI and fraud innovation; the health of our sales pipeline; our ability to execute and deliver long-term value; our balance sheet strength and resulting flexibility in how we finance the business and the additional optionality for capital allocation it provides; our focus on delivering growth, margin expansion, and improved capital efficiency, and to drive shareholder value; the capabilities and demand for our AI solutions, including Q2 Assistant, Q2 Code and our new account takeover product; customer trust and demand for Q2’s AI solutions; and our quarterly and annual financial guidance.

The forward-looking statements contained in this press release are based upon Q2’s historical performance and its current plans, estimates, and expectations and are not a representation that such plans, estimates or expectations will be achieved. Factors that could cause actual results to differ materially from those described herein include risks related to: (a) the risks associated with cyberattacks, financial transaction fraud, data and privacy breaches and breaches of security measures within our products, systems and infrastructure or the products, systems and infrastructure of third parties upon which we rely and the resultant disruption, costs and liabilities and harm to our business and reputation and our ability to sell our solutions; (b) the risks associated with rapidly evolving technologies, such as quantum computing, and advances in artificial intelligence, or AI, including the increasing availability of more capable AI models to the public that may further enhance the ability of threat actors or autonomous AI agent systems to identify, develop and exploit vulnerabilities, automate certain aspects of cyberattacks and conduct more targeted or scalable social engineering, fraud schemes or end-to-end intrusions; (c) the impact of and our ability to respond to global economic uncertainties and challenges or changes in the financial services industry and credit markets, including as a result of mergers and acquisitions within the banking sector, inflationary pressures, fluctuating interest rates, instability in the financial services industry, any changes to, or new, financial regulations and their potential impacts on our prospects' and customers' operations, increased acceptance and use of emerging financial products, such as cryptocurrencies or stablecoin, including any impact on the timing of prospect and customer implementations and purchasing decisions, our business sales cycles and on account holder or end user, or End User, usage of our solutions; (d) the risks associated with continued market volatility, including in the financial services sector, potential inflationary pressures and the impact of any monetary policy changes that may be implemented as a result, the possibility and potential impact of any U.S. tariffs and global trade measures, including retaliatory tariffs and the impact on the valuation of marketable securities; (e) the risk of increased or new competition in our existing markets and as we enter new markets or new segments of existing markets, or as we offer new solutions; (f) the risks associated with the development of our solutions, including AI-based solutions, our AI and data strategies and solutions, our use of AI tools and solutions, changes to regulation related to AI and data privacy and any

discordance between the market for our solutions compared to our expectations; (g) quarterly fluctuations in our operating results relative to our expectations and guidance and the accuracy of our forecasts;

(h) the risks and increased costs associated with managing growth and global operations, including hiring, training, retaining and motivating employees to support such growth; (i) the risks associated with our transactional business which are typically driven by End-User behavior and can be influenced by external drivers outside of our control; (j) the risks associated with effectively managing our business and cost structure in an uncertain economic environment, including as a result of challenges in the financial services industry and the effects of seasonality and unexpected trends; (k) the risks associated with geopolitical instability, including acts of war or military conflict, uncertainties or discord, including the continuing war in Ukraine, the war in Iran and other conflicts in the Middle East and other parts of the world, heightened risk of state-sponsored cyberattacks or cyber fraud on financial services and other critical infrastructure; (l) the risks associated with accurately forecasting and managing the impacts of any economic downturn or challenges in the financial services industry on our customers and their End Users, including in particular the impacts of any downturn on financial technology companies or alternative finance companies and our arrangements with them, which may include more complex revenue arrangements for us and which may be more vulnerable to an economic downturn than our financial institution customers; (m) the challenges and costs associated with selling, implementing and supporting our solutions, particularly for larger customers with more complex requirements and longer implementation processes, including risks related to the timing and predictability of sales of our solutions and the impact that the timing of bookings and go-lives may have on our revenue and financial performance in a period; (n) the risk that errors, interruptions or delays in our solutions or Web hosting negatively impacts our business and sales; (o) the risks associated with the operation of and reliance on third-party public cloud service providers, including any transition, integration, resiliency, performance or cost risks following migration; (p) the difficulties and risks associated with developing and selling complex new solutions and enhancements, including those using AI, in an environment in which the technical and regulatory specifications and functionality required by our customers and relevant governmental authorities are difficult to predict; (q) the risks associated with operating within and selling into a regulated industry, including risks related to the rapidly evolving regulation of, and litigation with respect to, AI and machine learning, the receipt, collection, storage, processing and transfer of data and increased regulatory scrutiny on financial technology and related services, including specifically on banking-as-a-service, or BaaS, services; (r) the risks associated with our sales and marketing capabilities, including partner relationships and the length, cost and unpredictability of our sales cycle; (s) the risks inherent in third-party technology and implementation partnerships, including defects, failures, interruptions or disruptions in third-party services or solutions, that could disrupt our services or otherwise cause harm to our business; (t) the risks associated with our reliance on a limited number of third-party AI vendors and concentration in such relationships, including potential disruption of hosted AI services, pricing increases, contractual limitations or the loss of access to key AI capabilities; (u) the risk that we will not be able to maintain historical contract terms such as pricing and duration; (v) the general risks associated with the complexity of our customer arrangements and our solutions; (w) the risks associated with integrating acquired companies and successfully selling and maintaining their solutions; (x) the risks and challenges around increased regulatory scrutiny and evolving requirements for money movement services and the resulting potential higher costs, increased complexity and limitations on offerings on our business and financial results; (y) litigation related to intellectual property and other matters and any related claims, negotiations and settlements; (z) the risks associated with further consolidation in the financial services industry; (aa) the risks associated with selling our solutions internationally and with the continued expansion of our international operations; and (bb) the risk that we may not be able to obtain capital when desired or needed on favorable terms.

Additional information relating to the uncertainty affecting the Q2 business is contained in Q2’s filings with the Securities and Exchange Commission. These documents are available on the SEC Filings section of the Investor Relations section of Q2’s website at http://investors.Q2.com/. These forward-looking statements represent Q2’s expectations as of the date of this press release. Subsequent events may cause these expectations to change, and except as required by law, Q2 disclaims any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise.

Q2 Holdings, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

June 30, 2026 December 31, 2025

Assets

Current assets:

Cash and cash equivalents $ 99,917 $ 367,631

Restricted cash 2,218 1,672

Investments 6,508 65,064

Accounts receivable, net 70,514 51,716

Contract assets, current portion, net 8,702 8,596

Prepaid expenses and other current assets 20,434 28,234

Deferred solution and other costs, current portion 25,206 22,631

Deferred implementation costs, current portion 10,972 10,508

Total current assets 244,471 556,052

Property and equipment, net 27,843 27,783

Right of use assets 26,754 27,188

Deferred solution and other costs, net of current portion 29,914 27,827

Deferred implementation costs, net of current portion 33,344 28,929

Intangible assets, net 73,446 78,377

Goodwill 512,869 512,869

Contract assets, net of current portion and allowance 16,144 14,103

Other long-term assets 3,633 3,149

Total assets $ 968,418 $ 1,276,277

Liabilities and stockholders' equity

Current liabilities:

Accounts payable and accrued liabilities $ 63,333 $ 76,799

Convertible notes, current portion — 303,368

Deferred revenues, current portion 186,789 155,003

Lease liabilities, current portion 8,691 8,915

Total current liabilities 258,813 544,085

Deferred revenues, net of current portion 24,181 26,826

Lease liabilities, net of current portion 32,242 33,832

Other long-term liabilities 9,728 9,723

Total liabilities 324,964 614,466

Stockholders' equity:

Common stock 6 6

Additional paid-in capital 1,201,853 1,275,980

Accumulated other comprehensive loss (2,680) (1,953)

Accumulated deficit (555,725) (612,222)

Total stockholders' equity 643,454 661,811

Total liabilities and stockholders' equity $ 968,418 $ 1,276,277

Q2 Holdings, Inc.

Condensed Consolidated Statements of Comprehensive Income

(in thousands, except per share data)

(unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenues (1)

$ 219,765 $ 195,148 $ 436,271 $ 384,883

Cost of revenues (2)

89,565 90,584 178,157 179,329

Gross profit 130,200 104,564 258,114 205,554

Operating expenses:

Sales and marketing 25,944 27,037 51,664 53,564

Research and development 41,115 36,914 82,995 74,767

General and administrative 33,068 31,034 65,255 63,356

Transaction-related costs 20 — 270 —

Amortization of acquired intangibles — — — 93

Lease and other restructuring charges 712 (261) 900 1,745

Total operating expenses 100,859 94,724 201,084 193,525

Income from operations 29,341 9,840 57,030 12,029

Total other income, net 2,376 3,657 4,440 6,708

Income before income taxes 31,717 13,497 61,470 18,737

Provision for income taxes (1,859) (1,733) (4,973) (2,220)

Net income $ 29,858 $ 11,764 $ 56,497 $ 16,517

Other comprehensive income (loss):

Unrealized loss on available-for-sale investments (1) (53) (61) (77)

Foreign currency translation adjustment (44) 335 (666) 512

Comprehensive income $ 29,813 $ 12,046 $ 55,770 $ 16,952

Net income per common share

Basic $ 0.48 $ 0.19 $ 0.91 $ 0.27

Diluted $ 0.46 $ 0.18 $ 0.87 $ 0.25

Weighted average common shares outstanding

Basic 62,486 62,353 62,412 61,790

Diluted 65,420 69,642 66,666 64,963

(1) The following table disaggregates the Company's revenue by major source:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Subscription $ 182,773 $ 158,422 $ 362,659 $ 312,711

Transactional 17,924 16,734 35,732 35,351

Services and Other 19,068 19,992 37,880 36,821

Total Revenues $ 219,765 $ 195,148 $ 436,271 $ 384,883

(2) Includes amortization of acquired technology of $4.3 million and $5.5 million for the three months ended June 30, 2026 and 2025, respectively, and $8.7 million and $11.0 million for the six months ended June 30, 2026 and 2025, respectively.

Q2 Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Six Months Ended June 30,

2026 2025

Cash flows from operating activities:

Net income $ 56,497 $ 16,517

Adjustments to reconcile net income to net cash from operating activities:

Amortization of deferred implementation, solution and other costs 15,091 14,566

Depreciation and amortization 23,802 27,275

Amortization of debt issuance costs 721 1,086

Amortization of premiums and discounts on investments (20) (835)

Stock-based compensation expense 40,823 43,510

Deferred income taxes (30) (1,303)

Other non-cash items (586) 146

Changes in operating assets and liabilities: (19,323) (8,790)

Net cash provided by operating activities 116,975 92,172

Cash flows from investing activities:

Net maturities (purchases) of investments 58,630 (28,973)

Purchases of property and equipment (8,301) (2,095)

Capitalized software development costs (13,479) (10,549)

Net cash provided by (used in) investing activities 36,850 (41,617)

Cash flows from financing activities:

Repurchases of common shares (120,081) —

Payment for maturity of convertible notes (303,995) —

Proceeds from exercise of stock options and ESPP 3,617 4,218

Net cash provided by (used in) financing activities (420,459) 4,218

Effect of exchange rate changes on cash, cash equivalents and restricted cash (534) 451

Net increase (decrease) in cash, cash equivalents and restricted cash (267,168) 55,224

Cash, cash equivalents and restricted cash, beginning of period 369,303 360,793

Cash, cash equivalents and restricted cash, end of period $ 102,135 $ 416,017

Q2 Holdings, Inc.

Reconciliation of GAAP to Non-GAAP Measures

(in thousands)

(unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

GAAP gross profit $ 130,200 $ 104,564 $ 258,114 $ 205,554

Stock-based compensation 2,115 2,062 4,302 5,280

Amortization of acquired technology 4,347 5,504 8,696 11,009

Lease and other restructuring charges 333 173 333 317

Non-GAAP gross profit $ 136,995 $ 112,303 $ 271,445 $ 222,160

Revenues $ 219,765 $ 195,148 $ 436,271 $ 384,883

GAAP gross margin 59.2 % 53.6 % 59.2 % 53.4 %

Non-GAAP gross margin 62.3 % 57.5 % 62.2 % 57.7 %

GAAP sales and marketing expense

$ 25,944 $ 27,037 $ 51,664 $ 53,564

Stock-based compensation (2,279) (3,989) (4,823) (7,441)

Non-GAAP sales and marketing expense

$ 23,665 $ 23,048 $ 46,841 $ 46,123

GAAP research and development expense

$ 41,115 $ 36,914 $ 82,995 $ 74,767

Stock-based compensation (4,152) (4,161) (8,298) (8,203)

Non-GAAP research and development expense

$ 36,963 $ 32,753 $ 74,697 $ 66,564

GAAP general and administrative expense

$ 33,068 $ 31,034 $ 65,255 $ 63,356

Stock-based compensation (12,012) (12,288) (23,400) (22,586)

Non-recurring legal settlements — — — (1,750)

Non-GAAP general and administrative expense

$ 21,056 $ 18,746 $ 41,855 $ 39,020

GAAP operating income $ 29,341 $ 9,840 $ 57,030 $ 12,029

Stock-based compensation 20,558 22,500 40,823 43,510

Transaction-related costs 20 — 270 —

Amortization of acquired technology 4,347 5,504 8,696 11,009

Amortization of acquired intangibles — — — 93

Lease and other restructuring charges 1,045 (88) 1,233 2,062

Non-recurring legal settlements — — — 1,750

Non-GAAP operating income $ 55,311 $ 37,756 $ 108,052 $ 70,453

GAAP net income $ 29,858 $ 11,764 $ 56,497 $ 16,517

Stock-based compensation 20,558 22,500 40,823 43,510

Transaction-related costs 20 — 270 —

Amortization of acquired technology 4,347 5,504 8,696 11,009

Amortization of acquired intangibles — — — 93

Lease and other restructuring charges 1,045 (88) 1,233 2,062

Non-recurring legal settlements — — — 1,750

Amortization of debt issuance costs 360 550 720 1,233

Tax adjustment (11,184) (8,380) (21,568) (16,861)

Non-GAAP net income $ 45,004 $ 31,850 $ 86,671 $ 59,313

Weighted average common shares outstanding, diluted 65,420 69,642 66,666 64,963

GAAP net income per common share, diluted

$ 0.46 $ 0.18 $ 0.87 $ 0.25

Non-GAAP net income per common share, diluted

$ 0.70 $ 0.47 $ 1.32 $ 0.91

Reconciliation of GAAP net income to adjusted EBITDA:

GAAP net income $ 29,858 $ 11,764 $ 56,497 $ 16,517

Stock-based compensation 20,558 22,500 40,823 43,510

Transaction-related costs 20 — 270 —

Depreciation and amortization 12,059 13,555 23,802 27,275

Lease and other restructuring charges 1,045 (88) 1,233 2,062

Non-recurring legal settlements — — — 1,750

Provision for income taxes 1,859 1,733 4,973 2,220

Interest and other income, net (2,611) (3,666) (4,778) (6,826)

Adjusted EBITDA $ 62,788 $ 45,798 $ 122,820 $ 86,508

Adjusted EBITDA margin

28.6 % 23.5 % 28.2 % 22.5 %

Q2 Holdings, Inc.

Reconciliation of Free Cash Flow

(in thousands)

(unaudited)

Six Months Ended June 30,

2026 2025

Net cash provided by operating activities $ 116,975 $ 92,172

Purchases of property and equipment (8,301) (2,095)

Capitalized software development costs (13,479) (10,549)

Free cash flow $ 95,195 $ 79,528

MEDIA CONTACT: INVESTOR CONTACT:

Jack McBee Josh Yankovich

Q2 Holdings, Inc. Q2 Holdings, Inc.

M: +1-210-854-7974 O: +1-512-682-4463

jack.mcbee@Q2.com josh.yankovich@Q2.com

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover Page

Jul. 29, 2026

Entity Addresses [Line Items]

Document Type

8-K

Document Period End Date

Jul. 29, 2026

Entity Registrant Name

Q2 HOLDINGS, INC.

Entity Incorporation, State or Country Code

Entity File Number

001-36350

Entity Tax Identification Number

20-2706637

Entity Address, Address Line One

10355 Pecan Park Boulevard

Entity Address, City or Town

Austin

Entity Address, State or Province

Entity Address, Postal Zip Code

78729

City Area Code

833

Local Phone Number

444-3469

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Entity Central Index Key

0001410384

Amendment Flag

false

NEW YORK STOCK EXCHANGE, INC.

Entity Addresses [Line Items]

Title of 12(b) Security

Common Stock, $0.0001 par value

Trading Symbol

QTWO

Security Exchange Name

NYSE

NYSE Texas

Entity Addresses [Line Items]

Title of 12(b) Security

Common Stock, $0.0001 par value

NYSE TEXAS, INC.

Entity Addresses [Line Items]

Trading Symbol

QTWO

Security Exchange Name

NYSETX

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressesLineItems

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

dei_EntityListingsExchangeAxis=exch_XNYS

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

dei_EntityListingsExchangeAxis=qtwo_NYSETexasMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

dei_EntityListingsExchangeAxis=exch_XCHI

Namespace Prefix:

Data Type:

Balance Type:

Period Type: