Press release

Q2 Holdings, Inc. Announces Launch of Proposed Follow-on Offering of Common Stock

Sponsored by Businesswire

Q2 Holdings, Inc. (NYSE: QTWO), a leading provider of digital
transformation solutions for banking and lending, today announced that
it has commenced a roadshow to market its common stock in connection
with its proposed follow-on public offering. Q2 and certain of its
stockholders are proposing to sell an aggregate of 2,150,000 shares,
consisting of 2,030,000 shares to be offered by Q2 and 120,000 shares to
be offered by the selling stockholder. In addition, the underwriters
will be granted a 30-day option to purchase up to 322,500 additional
shares from Q2.

J.P. Morgan, Morgan Stanley and Stifel are serving as joint book-running
managers for the offering.

Concurrently with the proposed public offering of common stock, the
Company is offering to qualified institutional buyers, in an offering
exempt from registration under the Securities Act of 1933, as amended,
$200,000,000 aggregate principal amount of convertible senior notes due
2026, which we refer to as the notes, or a total of $230,000,000
aggregate principal amount of notes if the initial purchasers in the
concurrent notes offering exercise in full their 13-day option to
purchase additional notes. The public offering of common stock is not
contingent upon the consummation of the concurrent notes offering, and
the concurrent notes offering is not contingent upon the consummation of
the public offering of common stock.

The Company intends to use the net proceeds from the equity offering,
together with the net proceeds from the note offering, for general
corporate purposes, including working capital, capital expenditures,
potential acquisitions and strategic transactions; however, the Company
has not designated any specific uses and has no current agreements with
respects to any material acquisition or strategic transactions.

A registration statement relating to the offering of common stock was
filed with the Securities and Exchange Commission on June 3, 2019 and is
effective. The offering of common stock will be made only by means of a
prospectus supplement and accompanying prospectus. Copies of the
preliminary prospectus supplement and the accompanying prospectus may be
obtained from: J.P. Morgan Securities LLC, c/o: Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by
telephone at (866) 803-9204; Morgan Stanley & Co. LLC, Attention:
Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014;
or Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One
Montgomery Street, Suite 3700, San Francisco, CA 94104, or by telephone
at (415) 364-2720.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or

Forward-looking Statements:

This press release contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995
regarding the planned offering. Words such as “anticipates,”
“estimates,” “expects,” “projects,” “forecasts,” “intends,” “plans,”
“will,” “believes” and words and terms of similar substance used in
connection with any discussion identify forward-looking statements.
These forward-looking statements are based on management’s current
expectations and beliefs about future events and are inherently
susceptible to uncertainty and changes in circumstances. Except as
required by law, the Company is under no obligation to, and expressly
disclaim any obligation to, update or alter any forward-looking
statements whether as a result of such changes, new information,
subsequent events or otherwise. With respect to the planned offering,
such uncertainties and circumstances include whether the Company will
offer the common stock or consummate the offering and the concurrent
private placement of notes, and the use of the net proceeds from the
equity offering and concurrent notes offering. Various factors could
also adversely affect the Company’s operations, business or financial
results in the future and cause the Company’s actual results to differ
materially from those contained in the forward-looking statements,
including those factors discussed in detail in the “Risk Factors”
sections contained in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2018 filed with the Securities and Exchange
Commission and available on the SEC Filings section of the Investor
Services section of Q2’s website at

About Q2 Holdings, Inc.

Q2, a financial experience company headquartered in Austin, Texas,
builds stronger communities by strengthening the financial institutions
that serve them. We empower banks, credit unions and other financial
services providers to be the ever-present companion on an account
holder’s financial journey—helping our customers unlock new
opportunities, grow their businesses and improve efficiencies. To learn
more about Q2, visit