As filed with the Securities and Exchange Commission on February 21, 2024
Registration No. 333-
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Q2 HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
20-2706637
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
10355 Pecan Park Boulevard
Austin, Texas		78729
(Address of Principal Executive Offices)
(Zip Code)

Q2 Holdings, Inc. 2014 Employee Stock Purchase Plan
(Full title of the plan)
 
Matthew P. Flake
Chief Executive Officer
10355 Pecan Park Boulevard
Austin, Texas 78729
(Name and address of agent for service)


(833) 444-3469
(Telephone number, including area code, of agent for service)
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act:
Large accelerated filer
ý
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
¨
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 7(a)(2)(B) of the Securities Act.    ¨



Registration of Additional Securities Pursuant to General Instruction E
This Registration Statement on Form S-8 (the"Registration Statement") registers an additional 500,000 shares of common stock of Q2 Holdings, Inc. (the "Registrant") to be issued pursuant to the Registrant's 2014 Employee Stock Purchase Plan (the "ESPP"). Accordingly, the contents of the Registration Statements on Form S-8 relating to 2014 ESPP previously filed by the Registrant with the Securities and Exchange Commission (the "Commission") on May 15, 2014 (File No. 333-195981) and February 21, 2023 (File No. 333-269895), are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of documents by reference
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
a.The Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2023 filed with the Commission on February 21, 2024 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act");
b.All other reports filed with the Commission pursuant to Sections 13(a) or 15(d) of the 1934 Act since the end of the fiscal year covered by the Registrant's Annual Report referred to in (a) above; and
c.The description of the Registrant's common stock, par value $0.0001, contained in the Registrant's Registration Statement on Form 8-A (File No. 001-36350) filed with the Commission on March 12, 2014 pursuant to Section 12(b) of the 1934 Act, including any amendment or report filed for the purpose of updating such description.
All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement (except for any portions of the Registrant's Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission) and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits
Number
Exhibit
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant's Form 8-K filed June 12, 2019).
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Registrant's Form 8-K filed June 12, 2019).
2014 Equity Incentive Plan and forms of agreement thereunder (incorporated by reference to Exhibit 10.9 of the Registrant's Form S-1 Registration Statement (Registration No. 333-193911), declared effective by the Securities and Exchange Commission on March 19, 2014).
Forms of Restricted Stock Units Agreements under the Registrant's 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant's Form 10-Q filed November 10, 2014)
Form of Stock Option Agreement and Restricted Stock Unit Agreement for Remote Executive Officers under Registrant's 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of the Registrant's Form 10-Q filed November 6, 2015)
3

Form of Market Stock Units Agreement under the Registrant's 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of the Registrant's Form 10-Q filed May 3, 2018)
Indenture, dated February 26, 2018, between the Registrant and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K filed February 26, 2018).
Form of Global Note, dated February 26, 2018, between the Registrant and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Registrant's Form 8-K filed February 26, 2018).
Indenture, dated June 10, 2019 between the Registrant and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K filed June 11, 2019).
Form of Global Note, dated June 10, 2019, between the Registrant and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Registrant's Form 8-K filed June 11, 2019).
Indenture, dated November 18, 2020, between the Registrant and Wilmington Trust National Association, as trustee (incorporate by reference to Exhibit 4.1 of the Registrant's Form 8-K filed November 20, 2020).
Form of Global Note, dated November 18, 2020, between Registrant and Wilmington Trust National Association, as trustee (incorporate by reference to Exhibit 4.2 of the Registrant's Form 8-K filed November 20, 2020).
Form of Market Stock Units Agreement under the Registrant's 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q filed May 6, 2021)
2014 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.10 of the Registrant’s Form S-1 Registration Statement (Registration No. 333-193911), declared effective by the Securities and Exchange Commission on March 19, 2014).
Form of Performance Stock Units Agreement under the Registrant's 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K filed March 8, 2023)
2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 of the Registrant's Form 8-K filed June 6, 2023)
Form of award agreements under 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant's Form 10-Q filed August 2, 2023)
Opinion and consent of DLA Piper LLP (US).
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
Consent of DLA Piper LLP (US) (included in Exhibit 5.1).
Power of Attorney (included on the signature page of this Registration Statement).
Filing Fee Table
    * Filed herewith


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas on this 21st day of February, 2024.
 

Q2 HOLDINGS, INC.
By:
/s/ Matthew P. Flake
Matthew P. Flake
Chief Executive Officer









SIGNATURES AND POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Q2 Holdings, Inc., a Delaware corporation, do hereby constitute and appoint Matthew P. Flake and David J. Mehok, and each of them, the lawful attorneys-in-fact and agents with full power of substitution, each with power to act alone, and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on February 21, 2024.
 
Signature
Title
Date
/s/ Matthew P. Flake
Chief Executive Officer and Director
February 21, 2024
Matthew P. Flake
(Principal Executive Officer)
/s/ David J. Mehok
Chief Financial Officer
February 21, 2024
David J. Mehok
(Principal Financial and Accounting Officer)
/s/ R. H. Seale, III
Executive Chairman of the Board of Directors
February 21, 2024
R. H. Seale, III
/s/ R. Lynn Atchison
Director
February 21, 2024
R. Lynn Atchison
/s/ Jeffrey T. Diehl
Director
February 21, 2024
Jeffrey T. Diehl
/s/ Stephen C. Hooley
Director
February 21, 2024
Stephen C. Hooley
/s/ James R. Offerdahl
Director
February 21, 2024
James R. Offerdahl
/s/ Margaret L. Taylor
Director
February 21, 2024
Margaret L. Taylor
/s/ Lynn A. Tyson
Director
February 21, 2024
Lynn A. Tyson
 
 


Exhibit 107

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

Table 1: Newly Registered Securities
Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered(1)
Proposed Maximum Offering Price Per ShareMaximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquityCommon stock, par value $0.0001
Rule 457(c)
and Rule 457(h)
500,000(2)
$35.63(3)
$17,815,000
$147.60 per million dollars$2,629.49
Total Offering Amounts
$17,815,000
$2,629.49
Total Fee Offsets$0
Net Fees Due$2,629.49
(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "1933 Act"), this Registration Statement shall also cover any additional shares of Q2 Holdings, Inc. (the "Registrant") common stock that become issuable under the 2014 Employees Stock Purchase Plan (the "ESPP") by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration that increases the number of the Registrant's outstanding shares of common stock.

(2)Represents annual increase on January 1, 2024 of 500,000 shares to the number of shares of Registrant's common stock reserved for issuance under the ESPP as provided for in the ESPP.

(3)Estimated in accordance with paragraphs (c) and (h) of Rule 457 under the 1933 Act solely for the purpose of calculating the registration fee on the basis of $35.63 per share (calculated by taking 85% of $41.92, which represents the average of the high and low price per share of the Registrant's common stock on February 13, 2024 as reported on the New York Stock Exchange). Pursuant to the ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be equal to 85% of the lower of the fair market value on (i) the first trading day of the offering period and (ii) the purchase date.


Exhibit 5.1
DLA Piper LLP (US)
303 Colorado Street, Suite3000
Austin, Texas 78701
www.dlapiper.com
T 512.457.7000
F 512.457.7001
February 21, 2024
Q2 Holdings, Inc.
10355 Pecan Parkway
Austin, Texas 78729
Ladies and Gentlemen:
As legal counsel for Q2 Holdings, Inc., a Delaware corporation (the “Company”), we are rendering this opinion in connection with the registration on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), of up to 500,000 shares (the “Shares”) of the Company's common stock, par value $0.0001 per share (the "Common Stock") which may be issued pursuant to the Company's 2014 Employee Stock Purchase Plan (the "ESPP").

As the basis for the opinions hereinafter expressed, we have examined: (i) originals, or copies certified or otherwise identified, of (a) the Registration Statement and related prospectus; (b) the Company’s Fifth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, (c) certain resolutions of the Board of Directors and stockholders of the Company; (d) the ESPP; and (e) such other instruments and documents as we have deemed necessary or advisable for the purposes of this opinion; and (ii) such statutes, including the Delaware General Corporation Law, and regulations as we have deemed necessary or advisable for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified any factual matter relating to this opinion.

We express no opinion concerning any law other than the law of the State of Texas, the corporation laws of the State of Delaware (including the statutory provisions, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) and the federal law of the United States. We have not obtained opinions of counsel licensed to practice in jurisdictions other than the State of Texas.

On the basis of the foregoing, we are of the opinion that the Shares which may be issued under the ESPP are duly authorized shares of the Company’s Common Stock and when issued against the receipt of consideration therefor in accordance with the provisions of the ESPP, such Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and we consent to the reference of our name wherever it appears in such Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K.

This opinion letter is given to you solely for use in connection with the issuance of the Shares in accordance with the Registration Statement and is not to be relied on for any other purpose. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares or the Registration Statement.




Very truly yours,
/s/ DLA Piper LLP (US)

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements (Form S-8) pertaining to the 2014 Equity Incentive Plan, 2014 Employee Stock Purchase Plan and the 2023 Equity Incentive Plan of Q2 Holdings, Inc. of our reports dated February 21, 2024, with respect to the consolidated financial statements of Q2 Holdings, Inc. and the effectiveness of internal control over financial reporting of Q2 Holdings Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Austin, Texas
February 21, 2024


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