Every material Form 8-K Q2 Holdings has filed with the SEC since July 31, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Effective October 29, 2026, Q2 Holdings named CFO Jonathan Price co-CEO alongside Matthew Flake, who remains president and chairman, and appointed Price to a board expanded from seven to eight members. Price will also keep the CFO role during the company's search for a new CFO, and his pay and severance terms were revised as part of the change.
Effective October 29, 2026, Price becomes co-CEO alongside Flake; the board increases from seven to eight members.
Price's annual base salary rises to $520,000, and he receives an RSU grant valued at $3 million vesting over four years.
Price remains chief financial officer during the search for a new CFO, with no date for that search given in the filing.
Severance is set at 200% of base salary plus a pro-rata bonus, or 250% as a lump sum if terminated within 60 days before to 24 months after a change in control.
Q2 Holdings reported third-quarter 2026 revenue of $225.8 million, up 12% from a year earlier, and GAAP net income of $33.2 million, up from $15.0 million. The company raised its full-year 2026 revenue and adjusted EBITDA guidance and said Jonathan Price will become Co-CEO on October 29, 2026.
Q3 2026 revenue of $225.8 million, up 12% year over year; GAAP net income of $33.2 million versus $15.0 million a year earlier
Q3 adjusted EBITDA of $67.8 million, up from $48.8 million in the prior-year quarter
Full-year 2026 guidance raised: revenue of $888.0 million to $892.0 million and adjusted EBITDA of $253.0 million to $256.0 million
Jonathan Price appointed Co-CEO effective October 29, 2026, alongside Matt Flake, and remains CFO while a successor is sought
Q2 Holdings reported second-quarter 2026 revenue of $219.8 million, up 13% from the prior-year quarter, and GAAP net income of $29.9 million, up from $11.8 million. The company raised its full-year 2026 revenue and adjusted EBITDA guidance and its board authorized up to $350 million of additional share repurchases. For shareholders, the results show higher profit and the guidance raise, and the buyback adds capacity to return capital.
Q2 2026 revenue of $219.8 million, up 13% year over year; GAAP net income of $29.9 million versus $11.8 million a year earlier
Full-year 2026 revenue guidance raised to $881.0 million to $886.0 million; adjusted EBITDA guidance of $244.0 million to $248.0 million
Third-quarter 2026 guidance: revenue of $218.5 million to $222.5 million and adjusted EBITDA of $58.5 million to $61.5 million
Board authorized up to $350 million of additional repurchases with no expiration date, bringing total available capacity to about $375 million
Q2 Holdings reported first-quarter 2026 revenue of $216.5 million, up 14% from a year earlier, and GAAP net income of $26.6 million, compared with $4.8 million in the prior-year quarter. The company also issued guidance for the second quarter of 2026 and updated its full-year 2026 guidance, with full-year revenue now expected at $875.0 million to $882.0 million.
Q1 2026 revenue of $216.5 million, up 14% year over year; GAAP diluted EPS of $0.40 versus $0.07
Adjusted EBITDA of $60.0 million, a 27.7% margin, versus $40.7 million (21.5%) a year earlier
Q2 2026 revenue guidance of $214.0 million to $218.0 million; full-year 2026 revenue guidance of $875.0 million to $882.0 million
Repurchased about 1.8 million shares for about $97.2 million in Q1; $47.8 million remained on the $150 million authorization
Q2 Holdings reported fourth-quarter 2025 revenue of $208.2 million, up 14% year over year, and GAAP net income of $20.4 million, compared with $0.2 million a year earlier. For full-year 2025, revenue was $794.8 million and GAAP net income was $52.0 million, versus a net loss of $38.5 million in 2024. The company also raised its full-year 2026 subscription revenue growth outlook and gave 2026 revenue guidance of $871.0 million to $878.0 million.
Q4 2025 GAAP diluted EPS was $0.31, compared with $0.00 in Q4 2024; Q4 GAAP net income was $20.4 million.
Full-year 2025 revenue was $794.8 million, up 14%, and adjusted EBITDA was $186.5 million, up from $125.3 million in 2024.
2026 guidance: total revenue of $871.0 million to $878.0 million and adjusted EBITDA of $225.0 million to $230.0 million.
Total committed backlog was approximately $2.7 billion at December 31, 2025, up 21% year over year.
Q2 Holdings announced executive changes effective November 6, 2025. Himagiri Mukkamala, Chief Development Officer, becomes Chief Operating Officer, Kirk L. Coleman moves from President to Chief Business Officer, and Matthew P. Flake takes on the President title alongside his roles as Chairman and CEO. Chief Revenue Officer Michael A. Volanoski is leaving the company, staying through December 12, 2025 to help with the transition.
Mukkamala's annual base salary rises to $450,000 with a target bonus of 75% of base salary, effective November 6, 2025
Coleman resigns as President effective November 6, 2025 and becomes Chief Business Officer
Volanoski will depart and continue as Chief Revenue Officer through December 12, 2025; his exit is not tied to any dispute with the company
Filing states no compensation changes for Coleman or Flake from the leadership changes
Q2 Holdings reported third-quarter 2025 revenue of $201.7 million, up 15 percent year over year, and GAAP net income of $15.0 million, compared with a net loss of $11.8 million a year earlier. The company raised its full-year 2025 revenue and adjusted EBITDA guidance and authorized up to $150 million in share repurchases, which it expects to fund from existing cash. Shareholders also face an executive change, as the chief revenue officer will leave on December 12, 2025.
Q3 2025 revenue was $201.7 million, up 15 percent year over year; GAAP net income was $15.0 million, or $0.23 diluted EPS, versus a net loss of $11.8 million a year earlier
Adjusted EBITDA was $48.8 million, up from $32.6 million in the prior-year quarter
Full-year 2025 guidance raised to revenue of $789.0 million to $793.0 million and adjusted EBITDA of $182.5 million to $185.5 million
Board authorized repurchases of up to $150 million of common stock with no expiration date; Chief Revenue Officer Mike Volanoski will depart effective December 12, 2025
Q2 Holdings reported second-quarter 2025 revenue of $195.1 million, up 13% from a year earlier, and GAAP net income of $11.8 million, compared with a net loss of $13.1 million in the prior-year quarter. The company raised its full-year 2025 guidance for revenue, adjusted EBITDA and free cash flow conversion, and it gave third-quarter guidance. The results and higher outlook matter to shareholders because they show revenue growth and profitability improving compared with last year.
Q2 2025 revenue was $195.1 million, up 13% year over year and 3% from the first quarter of 2025.
GAAP net income was $11.8 million, compared with a net loss of $13.1 million in Q2 2024; adjusted EBITDA was $45.8 million, up from $29.9 million.
Full-year 2025 revenue guidance is $783.0 million to $788.0 million, and adjusted EBITDA guidance is $177.0 million to $181.0 million.
Third-quarter 2025 revenue guidance is $196.0 million to $200.0 million, and adjusted EBITDA guidance is $44.0 million to $47.0 million.
Q2 Holdings reported first-quarter 2025 revenue of $189.7 million, up 15% from a year earlier, and GAAP net income of $4.8 million, compared with a net loss of $13.8 million in the prior-year quarter. The company also issued second-quarter 2025 revenue and adjusted EBITDA guidance and updated its full-year 2025 guidance, giving shareholders new targets to track.
Q1 2025 revenue of $189.7 million, up 15% year over year and up 4% from fourth quarter 2024
GAAP net income of $4.8 million versus a $13.8 million net loss in Q1 2024; adjusted EBITDA of $40.7 million versus $25.2 million
Q2 2025 guidance: revenue of $191.0 million to $195.0 million and adjusted EBITDA of $41.0 million to $44.0 million
Updated full-year 2025 guidance: revenue of $776.0 million to $783.0 million and adjusted EBITDA of $170.0 million to $175.0 million
Q2 Holdings director and Lead Independent Director Jeffrey T. Diehl notified the company on March 7, 2025, that he will not stand for reelection at the 2025 annual stockholder meeting. The filing says his decision was not due to any disagreement with the company on operations, policies or practices, and he will serve through the end of his current term.
Diehl joined the board in July 2007 and serves as Lead Independent Director and a member of the Compensation Committee.
He will remain in his roles until his current term expires.
The filing states the decision was not the result of any disagreement with the company.
The company thanked Diehl for nearly 18 years of board service.
Q2 Holdings expanded its board from seven to eight directors and appointed Andre L. Mintz, a cybersecurity executive, as a director effective March 1, 2025. He also joins the audit committee and risk and compliance committee on the same date, and the board determined he is independent under NYSE rules.
Board increased from seven to eight directors; Mintz appointed on February 11, 2025, effective March 1, 2025
Mintz joins the audit committee and risk and compliance committee, effective March 1, 2025
Mintz has been Vice President, Global Security & Privacy Programs at Meta Platforms since January 2022
Mintz will receive director compensation, pro-rated for his partial year of service
Q2 Holdings reported fourth-quarter 2024 revenue of $183.0 million, up 13% year-over-year, and GAAP net income of $0.2 million, compared with a net loss of $18.1 million a year earlier. The company also issued 2025 guidance of $772.0 million to $779.0 million in full-year revenue and updated its three-year framework, which raises the 2026 free cash flow conversion target to greater than 85% from 70%. For shareholders, the results show year-over-year gains in revenue, profit and adjusted EBITDA, along with higher long-term targets.
Q4 2024 revenue of $183.0 million, up 13% year-over-year; full-year 2024 revenue of $696.5 million, up 12%
Q4 2024 GAAP net income of $0.2 million, versus a net loss of $18.1 million in Q4 2023; full-year 2024 GAAP net loss narrowed to $38.5 million from $65.4 million
Q4 2024 adjusted EBITDA of $37.6 million, up from $23.2 million; full-year 2025 guidance of $772.0 million to $779.0 million in revenue and $165.0 million to $170.0 million in adjusted EBITDA
Updated three-year framework targets average annual subscription revenue growth of approximately 15% and a full-year 2026 free cash flow conversion above 85%, up from 70%
Q2 Holdings, Inc. said its Board appointed John E. Breeden, previously Chief Operating Officer, as Chief Delivery Officer, effective November 25, 2024. The company said the change better aligns the role with its strategic focus on delivering and making its solutions available.
John E. Breeden moved from Chief Operating Officer to Chief Delivery Officer.
Board appointment and effective date: November 25, 2024.
The filing does not disclose compensation changes or a replacement COO.
Q2 Holdings reported third-quarter 2024 revenue of $175.0 million, up 13% year-over-year, and a GAAP net loss of $11.8 million, down from $23.2 million a year earlier. The company also issued fourth-quarter and updated full-year 2024 guidance, projecting non-GAAP revenue of $691.5 million to $694.5 million for the year.
Q3 2024 revenue of $175.0 million, up 13% year-over-year and up 1% from Q2 2024
GAAP net loss of $11.8 million, compared with $23.2 million in Q3 2023
Adjusted EBITDA of $32.6 million, up from $19.7 million in Q3 2023
Q4 2024 non-GAAP revenue guidance of $178.1 million to $181.1 million; full-year 2024 guidance of $691.5 million to $694.5 million
Q2 Holdings said its board appointed Jonathan A. Price, currently executive vice president of strategy and emerging businesses, as chief financial officer effective on or about November 6, 2024. He succeeds David J. Mehok, who is departing the company but will remain CFO through that date to assist with an orderly transition. The filing says Mehok's departure is not due to any dispute with Q2 over its operations, policies, practices or financial performance.
Price, 41, will become CFO and principal financial and accounting officer after Q2 files its Form 10-Q for the period ended September 30, 2024
Mehok will receive an incremental transition bonus of $90,000, payable over the 18 months after his departure, subject to his service through the transition date
No changes were made to Price's compensation or his employment agreement dated February 17, 2024
Responsibility for emerging businesses operations will transfer to Kirk Coleman, Q2's President
Q2 Holdings entered a five-year secured revolving credit agreement on July 29, 2024, with Wells Fargo Bank, Wells Fargo Securities and Texas Capital Bank, providing a $125.0 million revolving line of credit. As of July 31, 2024, no amounts had been drawn, and the facility is secured by substantially all assets of Q2 and its subsidiary Q2 Software, Inc.
$125.0 million revolving credit line with a five-year term, dated July 29, 2024
No amounts drawn as of July 31, 2024
Borrowings priced at 1.75% to 2.50% per annum over Adjusted Term SOFR, with a commitment fee of 0.15% to 0.30%
Includes financial covenants that take effect if liquidity falls below specified levels
Q2 Holdings reported second-quarter 2024 revenue of $172.9 million, up 12% year-over-year, and a GAAP net loss of $13.1 million, narrower than the $23.6 million loss a year earlier. The company raised its full-year 2024 outlook for revenue and adjusted EBITDA, with non-GAAP revenue now guided to $688.5 million to $692.5 million. For shareholders, the filing shows higher sales and profitability on a non-GAAP basis, though the company still reported a GAAP net loss for the quarter.
Q2 2024 revenue was $172.9 million, up 12% year-over-year and up 4% from the first quarter of 2024.
GAAP net loss for Q2 2024 was $13.1 million, compared with $23.6 million in the prior-year quarter.
Adjusted EBITDA for Q2 2024 was $29.9 million, up from $17.6 million a year earlier, a 17.3% margin.
Full-year 2024 non-GAAP revenue guidance is $688.5 million to $692.5 million, and adjusted EBITDA guidance is $116.5 million to $119.5 million.
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