Form 8-K

8-K — Q2 Holdings, Inc.

Accession: 0001410384-26-000035

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0001410384

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — qtwo-20260429.htm (Primary)

EX-99.1 (a260331q1ex9918k.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: qtwo-20260429.htm · Sequence: 1

qtwo-20260429

0001410384falseCHX00014103842026-04-292026-04-290001410384exch:XNYS2026-04-292026-04-290001410384qtwo:NYSETexasMember2026-04-292026-04-29

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): April 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 April 29, 2026, Q2 Holdings, Inc. (the "Company") issued a press release regarding its financial results for the first quarter ended March 31, 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 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press release dated April 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.

April 29, 2026

/s/ Jonathan A. Price

Jonathan A. Price

Chief Financial Officer

EX-99.1

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Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Q2 Holdings, Inc. Announces First Quarter 2026 Financial Results

AUSTIN, Texas (April 29, 2026)—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, 2026.

GAAP Results for the First Quarter 2026

•Revenue of $216.5 million, up by 14 percent compared to the prior-year quarter and 4 percent from fourth quarter 2025.

•GAAP gross margin of 59.1 percent, up from 53.2 percent in the prior-year quarter and 55.4 percent in fourth quarter 2025.

•GAAP net income of $26.6 million, up from $4.8 million for the prior-year quarter and $20.4 million for fourth quarter 2025.

Non-GAAP Results for the First Quarter 2026

•Non-GAAP gross margin of 62.1 percent, up from 57.9 percent for the prior-year quarter and 58.6 percent in fourth quarter 2025.

•Adjusted EBITDA of $60.0 million, up from $40.7 million for the prior-year quarter and $51.2 million for fourth quarter 2025.

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

“We delivered a strong start to 2026, with performance reflecting continued execution across our key priorities and the durability of our model,” said Matt Flake, Chairman, President and CEO, Q2. "We saw record bookings for a first quarter, highlighted by strength at the high end of the market and a balanced mix of net new and expansion activity. We also saw continued momentum across our digital banking platform and risk and fraud solutions, which remain critical areas of investment for our customers. With a strong pipeline and continued innovation across areas like AI, we remain confident in our ability to execute and deliver long-term value.”

First Quarter Highlights

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

◦A significant expansion agreement through the merger of Synovus and Pinnacle Financial Partners with the combined entity utilizing our commercial digital banking and commercial fraud management solutions.

◦The largest fraud deal signed in company history with an Enterprise bank.

◦Net new and expansion agreements with two other Enterprise banks to utilize our fraud solutions.

•Subscription Annualized Recurring Revenue increased to $802.3 million, up 14 percent year-over-year.

•Remaining Performance Obligations total, or Backlog, increased by $46 million sequentially and $444 million year-over-year, resulting in a total committed Backlog of approximately $2.7 billion at quarter-end, representing 2 percent sequential growth and 19 percent year-over-year growth.

•In the first quarter ended March 31, 2026, Q2 repurchased approximately 1.8 million shares of the Company's outstanding common stock at an average share price of approximately $55.04 for total consideration of approximately $97.2 million. As of the end of the quarter, Q2 had $47.8 million remaining on its $150 million share repurchase authorization announced in November 2025.

Q2 Delivers Record First Quarter Bookings and Advances AI Strategy to Start 2026

Q2 delivered a strong start to 2026, with performance reflecting continued execution across the business and meaningful progress in its AI strategy. The quarter was supported by broad-based demand across Q2’s platform, particularly within digital banking and risk and fraud solutions, as financial institutions continue to prioritize technology investment, operational efficiency, and real-time risk management.

Q2 also continues to advance its AI strategy as a natural extension of its platform. Positioned at the center of digital banking interactions, Q2 serves as a “System of Context,” providing real-time visibility into user behavior, transaction activity, and decision-making across retail, small business, and commercial banking.

At the same time, Q2 operates at the execution layer of banking, orchestrating workflows and enabling transactions and outcomes across the platform. This combination of context and execution allows Q2 to embed AI directly into the flow of banking activity—enabling real-time action in a secure and compliant manner.

Q2 is focused on applying AI across key areas including banker efficiency, fraud prevention, and personalization, where it is already delivering new capabilities. As financial institutions continue to adopt AI, Q2 believes its platform is well positioned to serve as a foundation for innovation.

“We delivered strong financial performance in the first quarter, with solid year-over-year revenue growth and meaningful expansion in profitability,” said Jonathan Price, CFO, Q2. “Adjusted EBITDA grew and margins expanded significantly, reflecting continued progress in scaling the business and driving operating efficiency. We believe these results reflect the strength of our business model and position us well to continue delivering balanced growth and profitability while prioritizing effective capital allocation in 2026.”

Financial Outlook

As of April 29, 2026, Q2 Holdings is providing guidance for its second 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 second quarter of 2026 as follows:

•Total revenue of $214.0 million to $218.0 million, which would represent year-over-year growth of 10 to 12 percent.

•Adjusted EBITDA of $57.5 million to $60.5 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 $875.0 million to $882.0 million, which would represent year-over-year growth of 10 to 11 percent.

•Adjusted EBITDA of $237.0 million to $242.0 million, representing 27 percent of revenue for the year.

Conference Call Details

Date: Wednesday, April 29, 2026

Time: 5:00 p.m. EDT

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

Webcast Registration: https://events.q4inc.com/attendee/991079750

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 February 11, 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: continued execution across our key priorities; the durability of our model; continued momentum across our digital banking platform and risk and fraud solutions; critical areas of investment for our customers; our strong pipeline; continued innovation across areas like AI; our confidence and ability to execute and deliver long-term value; our momentum and advancement of our AI strategy; our AI strategy, capabilities and product offerings; the positioning of Q2’s platform to serve as a foundation for innovation; the strength of our business model and our ability to continue delivering balanced growth and profitability while prioritizing effective capital allocation in 2026; 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 recent 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 to identify, develop and exploit vulnerabilities, automate certain aspects of cyberattacks and conduct more targeted or scalable social engineering or fraud schemes; (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 and changes to regulation or 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 migration of the computing, storage and processing of our digital banking platform solutions from our third-party data centers to third-party public cloud service providers; (p) the difficulties and risks associated with developing and selling complex new solutions and enhancements, including those using AI with the technical and regulatory specifications and functionality required by our customers and relevant governmental authorities; (q) the risks associated with operating within and selling into a regulated industry, including risks related to 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 risk that we will not be able to maintain historical contract terms such as pricing and duration; (u) the general risks associated with the complexity of our customer arrangements and our solutions; (v) the risks associated with integrating acquired companies and successfully selling and maintaining their solutions; (w) 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; (x) litigation related to intellectual property and other matters and any related claims, negotiations and settlements; (y) the risks associated with further consolidation in the financial services industry; (z) the risks associated with selling our solutions internationally and with the continued expansion of our international operations; and (aa) the risk that our debt repayment obligations may adversely affect our financial condition and 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)

March 31, 2026 December 31, 2025

Assets

Current assets:

Cash and cash equivalents $ 342,332 $ 367,631

Restricted cash 2,057 1,672

Investments 36,559 65,064

Accounts receivable, net 74,196 51,716

Contract assets, current portion, net 7,356 8,596

Prepaid expenses and other current assets 21,963 28,234

Deferred solution and other costs, current portion 29,535 22,631

Deferred implementation costs, current portion 10,575 10,508

Total current assets 524,573 556,052

Property and equipment, net 27,933 27,783

Right of use assets 25,768 27,188

Deferred solution and other costs, net of current portion 29,961 27,827

Deferred implementation costs, net of current portion 31,235 28,929

Intangible assets, net 75,781 78,377

Goodwill 512,869 512,869

Contract assets, net of current portion and allowance 15,138 14,103

Other long-term assets 3,089 3,149

Total assets $ 1,246,347 $ 1,276,277

Liabilities and stockholders' equity

Current liabilities:

Accounts payable and accrued liabilities $ 53,416 $ 76,799

Convertible notes, current portion 303,682 303,368

Deferred revenues, current portion 196,762 155,003

Lease liabilities, current portion 8,628 8,915

Total current liabilities 562,488 544,085

Deferred revenues, net of current portion 30,557 26,826

Lease liabilities, net of current portion 31,592 33,832

Other long-term liabilities 10,034 9,723

Total liabilities 634,671 614,466

Stockholders' equity:

Common stock 6 6

Additional paid-in capital 1,199,888 1,275,980

Accumulated other comprehensive loss (2,635) (1,953)

Accumulated deficit (585,583) (612,222)

Total stockholders' equity 611,676 661,811

Total liabilities and stockholders' equity $ 1,246,347 $ 1,276,277

Q2 Holdings, Inc.

Condensed Consolidated Statements Of Comprehensive Income

(in thousands, except per share data)

(unaudited)

Three Months Ended March 31,

2026 2025

Revenues (1)

$ 216,506 $ 189,735

Cost of revenues (2)

88,592 88,745

Gross profit 127,914 100,990

Operating expenses:

Sales and marketing 25,720 26,527

Research and development 41,880 37,853

General and administrative 32,187 32,322

Transaction-related costs 250 —

Amortization of acquired intangibles — 93

Lease and other restructuring charges 188 2,006

Total operating expenses 100,225 98,801

Income from operations 27,689 2,189

Total other income, net

2,064 3,051

Income before income taxes 29,753 5,240

Provision for income taxes (3,114) (487)

Net income $ 26,639 $ 4,753

Other comprehensive income (loss):

Unrealized loss on available-for-sale investments (60) (24)

Foreign currency translation adjustment (622) 177

Comprehensive income $ 25,957 $ 4,906

Net income per common share

Basic $ 0.43 $ 0.08

Diluted $ 0.40 $ 0.07

Weighted average common shares outstanding

Basic 62,338 61,222

Diluted 67,647 64,820

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

Three Months Ended March 31,

2026 2025

Subscription $ 179,886 $ 154,289

Transactional 17,808 18,617

Services and Other 18,812 16,829

Total Revenues $ 216,506 $ 189,735

(2) Includes amortization of acquired technology of $4.3 million and $5.5 million for the three months ended March 31, 2026 and 2025, respectively.

Q2 Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Three Months Ended March 31,

2026 2025

Cash flows from operating activities:

Net income $ 26,639 $ 4,753

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

Amortization of deferred implementation, solution and other costs 7,748 6,961

Depreciation and amortization 11,743 13,720

Amortization of debt issuance costs 360 543

Amortization of premiums and discounts on investments (42) (301)

Stock-based compensation expense 20,265 21,010

Deferred income taxes 343 (2,042)

Other non-cash items 261 465

Changes in operating assets and liabilities: (10,996) (1,578)

Net cash provided by operating activities 56,321 43,531

Cash flows from investing activities:

Net maturities (purchases) of investments 28,487 (13,805)

Purchases of property and equipment (6,597) (785)

Capitalized software development costs (5,514) (4,914)

Net cash provided by (used in) investing activities 16,376 (19,504)

Cash flows from financing activities:

Repurchases of common shares (97,153) —

Proceeds from exercise of stock options and ESPP — 547

Net cash provided by (used in) financing activities (97,153) 547

Effect of exchange rate changes on cash, cash equivalents and restricted cash (458) 110

Net increase (decrease) in cash, cash equivalents and restricted cash (24,914) 24,684

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

Cash, cash equivalents and restricted cash, end of period $ 344,389 $ 385,477

Q2 Holdings, Inc.

Reconciliation of GAAP to Non-GAAP Measures

(in thousands)

(unaudited)

Three Months Ended March 31,

2026 2025

GAAP gross profit $ 127,914 $ 100,990

Stock-based compensation 2,187 3,218

Amortization of acquired technology 4,349 5,505

Lease and other restructuring charges — 144

Non-GAAP gross profit $ 134,450 $ 109,857

Revenues $ 216,506 $ 189,735

GAAP gross margin 59.1 % 53.2 %

Non-GAAP gross margin 62.1 % 57.9 %

GAAP sales and marketing expense $ 25,720 $ 26,527

Stock-based compensation (2,544) (3,452)

Non-GAAP sales and marketing expense $ 23,176 $ 23,075

GAAP research and development expense $ 41,880 $ 37,853

Stock-based compensation (4,146) (4,042)

Non-GAAP research and development expense $ 37,734 $ 33,811

GAAP general and administrative expense $ 32,187 $ 32,322

Stock-based compensation (11,388) (10,298)

Non-recurring legal settlements — (1,750)

Non-GAAP general and administrative expense $ 20,799 $ 20,274

GAAP operating income $ 27,689 $ 2,189

Stock-based compensation 20,265 21,010

Transaction-related costs 250 —

Amortization of acquired technology 4,349 5,505

Amortization of acquired intangibles — 93

Lease and other restructuring charges 188 2,150

Non-recurring legal settlements — 1,750

Non-GAAP operating income $ 52,741 $ 32,697

GAAP net income $ 26,639 $ 4,753

Stock-based compensation 20,265 21,010

Transaction-related costs 250 —

Amortization of acquired technology 4,349 5,505

Amortization of acquired intangibles — 93

Lease and other restructuring charges 188 2,150

Non-recurring legal settlements — 1,750

Amortization of debt issuance costs 360 683

Tax adjustment (10,384) (8,481)

Non-GAAP net income $ 41,667 $ 27,463

Weighted average common shares outstanding, diluted 67,647 64,820

GAAP net income per common share, diluted $ 0.40 $ 0.07

Non-GAAP, net income per common share, diluted $ 0.63 $ 0.42

Reconciliation of GAAP net income to adjusted EBITDA:

GAAP net income $ 26,639 $ 4,753

Stock-based compensation 20,265 21,010

Transaction-related costs 250 —

Depreciation and amortization 11,743 13,720

Lease and other restructuring charges 188 2,150

Non-recurring legal settlements — 1,750

Provision for income taxes 3,114 487

Interest and other income, net (2,167) (3,160)

Adjusted EBITDA $ 60,032 $ 40,710

Adjusted EBITDA margin 27.7 % 21.5 %

Q2 Holdings, Inc.

Reconciliation of Free Cash Flow

(in thousands)

(unaudited)

Three Months Ended March 31,

2026 2025

Net cash provided by operating activities $ 56,321 $ 43,531

Purchases of property and equipment (6,597) (785)

Capitalized software development costs (5,514) (4,914)

Free cash flow $ 44,210 $ 37,832

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

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v3.26.1

Cover Page

Apr. 29, 2026

Entity Addresses [Line Items]

Document Type

8-K

Document Period End Date

Apr. 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

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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

Trading Symbol

QTWO

Security Exchange Name

CHX

- Definition

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

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Area code of city

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- 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.

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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'.

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No definition available.

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- Definition

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

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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- 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.

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- Definition

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

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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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.

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- Definition

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

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- Definition

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

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-Publisher SEC

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

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Local phone number for entity.

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- 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.

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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.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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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.

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Trading symbol of an instrument as listed on an exchange.

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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.

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