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|                                                                       |  |  |  |  |
| Delaware(State or Other Jurisdiction ofIncorporation or Organization) |   | 001-36350(Commission File Number) |   | 20-2706637(IRS EmployerIdentification No.) |

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|                                                                                                                                                                                                                            |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                            |  |  |  |  |  |  |
|                      Title of each class                                  |   | Name of each exchange on which registered |
|                            Common Stock, $0.0001 par value      |   | New York Stock Exchange |

|                                                  |
|--------------------------------------------------|
|                                                  |  |  |  |  |  |  |
| o    Large accelerated filer |   | ý    Accelerated filer |   | o    Non-accelerated filer |   | o    Smaller reporting company |
|                                             |   |   |   | (Do not check if asmaller reporting company) |   |   |

----

----

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|                                                                            |
|----------------------------------------------------------------------------|
|                                                                            |  |  |  |  |  |  |
| Report of Independent Registered Public Accounting Firm                    |   | F-2 |
| Consolidated Balance Sheets                                                |   | F-3 |
| Consolidated Statements of Comprehensive Loss                              |   | F-4 |
| Consolidated Statements of Changes in Stockholders’ Equity (Deficit) |   | F-5 |
| Consolidated Statements of Cash Flows                                      |   | F-6 |
| Notes to Consolidated Financial Statements                                 |   | F-7 |

----

|                        |
|------------------------|
|                        |  |  |  |  |
|  Date:            |   | Q2 HOLDINGS, INC. |
|  December 1, 2016 |   | By: |   | /s/ MATTHEW P. FLAKE |
|                   |   |   |   | Matthew P. Flake Chief Executive Officer |

----

|               |
|---------------|
|               |  |  |  |  |  |  |  |  |  |  |  |  |
|          |   |   |   | Incorporated by Reference |
| ExhibitNumber |   | Description |   | Form |   | Filing No. |   | Filing Date |   | Exhibit No. |   | Filed / Furnished Herewith |
| 2.1           |   | Agreement and Plan of Reorganization, dated July 27, 2007, by and among the Registrant, Q2 Acquisition Corporation, Q2 Software, Inc., and RHS Investments, L.P. |   | S-1 |   | 333- 193911 |   | 2/12/2014 |   | 2.1 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 2.2           |   | Agreement and Plan of Reorganization, dated July 27, 2007, by and among the Registrant, Cardinal Acquisition Corporation, Cardinal Software, Inc. and RHS Investments, Inc. |   | S-1 |   | 333- 193911 |   | 2/12/2014 |   | 2.2 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 2.3           |   | Asset Purchase Agreement, dated June 11, 2010, by and between Cardinal Software Inc., ITS, Inc., and ITS Acquisition Sub, Inc. |   | S-1 |   | 333- 193911 |   | 2/12/2014 |   | 2.3 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 2.4           |   | Separation and Distribution Agreement, dated March 1, 2013, by and between the Registrant, Q2 Software, Inc., CB Network Holdings, Inc. and CBANC Network, Incorporated |   | S-1 |   | 333- 193911 |   | 2/12/2014 |   | 2.4 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 2.5           |   | Stock Purchase Agreement, dated July 31, 2015, by and among Q2 Software, Inc., Centrix Solutions, Inc., all shareholders of Centrix Solutions, Inc. and Timothy Schnell, as Agent |   | 8-K |   | 001-36350 |   | 7/31/2015 |   | 2.1 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 3.1           |   | Fourth Amended and Restated Certificate of Incorporation of the Registrant |   | S-1/A |   | 333- 193911 |   | 3/6/2014 |   | 3.2 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 3.2           |   | Amended and Restated Bylaws of the Registrant |   | S-1/A |   | 333- 193911 |   | 3/6/2014 |   | 3.4 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 4.1           |   | Third Amended and Restated Investors’ Rights Agreement, dated March 1, 2013 |   | S-1 |   | 333- 193911 |   | 2/12/2014 |   | 4.1 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.1          |   | Form of Indemnification Agreement for directors and officers |   | S-1/A |   | 333- 193911 |   | 2/25/2014 |   | 10.1 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.2.1        | † | 2007 Stock Plan, as amended |   | S-1/A |   | 333- 193911 |   | 2/25/2014 |   | 10.2.1 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.2.2        | † | Form of Stock Option Agreement under the 2007 Stock Plan |   | S-1 |   | 333- 193911 |   | 2/12/2014 |   | 10.2.2 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.2.3        | † | Form of Stock Option Agreement for Executive Officers under the 2007 Stock Plan |   | S-1 |   | 333- 193911 |   | 2/12/2014 |   | 10.2.3 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.2.4        | † | Form of Stock Option Agreement for Directors under the 2007 Stock Plan |   | S-1 |   | 333- 193911 |   | 2/12/2014 |   | 10.2.4 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.3.1        |   | Credit Agreement, dated April 11, 2013, by and among Wells Fargo Bank, National Association, as administrative agent for the lenders named therein, the Registrant, and Q2 Software, Inc. |   | S-1 |   | 333- 193911 |   | 2/12/2014 |   | 10.3.1 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.3.2        |   | Amendment Number One to Credit Agreement, dated March 24, 2014, by and among Wells Fargo Bank, National Association, as administrative agent for the lenders named therein, the Company, and the Subsidiary |   | 8-K |   | 001-36350 |   | 3/28/2014 |   | 10.1 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.3.3        |   | Amendment Number Two to Credit Agreement, dated August 11, 2014, by and among Wells Fargo Bank, National Association, as administrative agent for the lenders named therein, the Company, and the Subsidiary |   | 10-Q |   | 001-36350 |   | 8/12/2014 |   | 10.1 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.3.4        |   | Amendment Number Three to Credit Agreement, dated July 30, 2015, by and among Wells Fargo Bank, National Association, as administrative agent for the lenders named therein, Q2 Holdings, Inc., and Q2 Software, Inc. |   | 8-K |   | 001-36350 |   | 7/31/2015 |   | 10.1 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.3.5        |   | Guaranty and Security Agreement, dated April 11, 2013, by and among Wells Fargo Bank, National Association, as administrative agent for the lenders named therein, the Registrant, and Q2 Software, Inc. |   | S-1 |   | 333- 193911 |   | 2/12/2014 |   | 10.3.2 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.3.6        |   | Patent Security Agreement, dated April 11, 2013, by and among Wells Fargo Bank, National Association, as administrative agent for the lenders named therein, the Registrant, and Q2 Software, Inc. |   | S-1 |   | 333- 193911 |   | 2/12/2014 |   | 10.3.3 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.4.1        |   | Lease Agreement, dated November 20, 2012, by and among the Q2 Software, Inc. and 13785 Research Blvd, LLC |   | S-1 |   | 333- 193911 |   | 2/12/2014 |   | 10.4 |   |   |

----

|               |
|---------------|
|               |  |  |  |  |  |  |  |  |  |  |  |  |
|          |   |   |   | Incorporated by Reference |
| ExhibitNumber |   | Description |   | Form |   | Filing No. |   | Filing Date |   | Exhibit No. |   | Filed / Furnished Herewith |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.4.2        |   | First Amendment to Lease Agreement and Tri-Party Agreement, dated February 27, 2015, by and among Q2 Software, Inc., FPG Aspen Lake Owner, L.P. and FPG TOH Owner, L.P., amending the Lease Agreement, dated November 20, 2012, by and among the Q2 Software, Inc. and 13785 Research Blvd, LLC |   | 10-Q |   | 001-36350 |   | 5/8/2015 |   | 10.1 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.4.3        |   | Second Amendment to Lease Agreement and Tri-Party Agreement, dated April 1, 2015, by and among Q2 Software, Inc., FPG Aspen Lake Owner, L.P. and FPG TOH Owner, L.P., amending the Lease Agreement, dated November 20, 2012, by and among the Q2 Software, Inc. and 13785 Research Blvd, LLC |   | 10-Q |   | 001-36350 |   | 5/8/2015 |   | 10.2 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.4.4        |   | Third Amendment to Lease Agreement, dated October 8, 2015, by and among Q2 Software, Inc. and FPG Aspen Lake Owner, L.P., amending the Lease Agreement, dated November 20, 2012, by and among the Q2 Software, Inc. and 13785 Research Blvd, LLC |   | 10-Q |   | 001-36350 |   | 11/6/2015 |   | 10.2 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.4.5        |   | Lease Agreement, dated July 18, 2014, by and among Q2 Software, Inc. and CREF Aspen Lake Building II, LLC |   | 8-K |   | 001-36350 |   | 7/23/2014 |   | 10.1 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.4.6        |   | First Amendment to Lease Agreement, dated May 1, 2015, by and among Q2 Software, Inc. and CREF Aspen Lake Building II, LLC |   | 8-K |   | 001-36350 |   | 5/4/2015 |   | 10.1 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.5          | † | Amended and Restated Employment Agreement, dated February 20, 2014, by and among the Registrant and Matthew P. Flake |   | S-1/A |   | 333- 193911 |   | 2/25/2014 |   | 10.5 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.7          | † | Employment Agreement, dated February 20, 2014, by and among the Registrant and Jennifer N. Harris |   | 10-K |   | 001-36350 |   | 2/12/2015 |   | 10.7 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.8          | † | Employment Agreement, dated February 20, 2014, by and among the Registrant and Adam D. Anderson |   | 10-K |   | 001-36350 |   | 2/12/2015 |   | 10.8 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.9.1        | † | 2014 Equity Incentive Plan and forms of agreements thereunder |   | S-1/A |   | 333- 193911 |   | 3/6/2014 |   | 10.9 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.9.2        | † | Forms of Restricted Stock Units Agreements under the Registrant's 2014 Equity Incentive Plan. |   | 10-Q |   | 001-36350 |   | 11/10/2014 |   | 10.2 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.9.3        | † | Form of Stock Option Agreement and Restricted Stock Unit Agreement for Remote Executive Officers under Registrant’s 2014 Equity Incentive Plan |   | 10-Q |   | 001-36350 |   | 11/6/2015 |   | 10.3 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.10         | † | 2014 Employee Stock Purchase Plan |   | S-1/A |   | 333- 193911 |   | 3/6/2014 |   | 10.10 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.11         |   | Master Service Agreement dated October 18, 2012, by and among the Registrant and ViaWest, Inc. |   | S-1 |   | 333- 193911 |   | 2/12/2014 |   | 10.11 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.12.1       |   | Master Service Agreement dated January 11, 2010, by and among the Registrant and Cyrus Networks, LLC |   | S-1 |   | 333- 193911 |   | 2/12/2014 |   | 10.12 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.12.2       |   | Service Level Agreement dated January 11, 2010, by and among the Registrant and Cyrus Networks, LLC |   | S-1 |   | 333- 193911 |   | 2/12/2014 |   | 10.12.1 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 10.13         | † | Employment Agreement, dated February 20, 2014, by and among the Registrant and John E. Breeden |   | 10-K |   | 001-36350 |   | 2/12/2016 |   | 10.13 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 21.1          |   | List of Subsidiaries of the Registrant |   | 10-K |   | 001-36350 |   | 2/12/2016 |   | 21.1 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 23.1          |   | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm |   | 10-K |   | 001-36350 |   | 2/12/2016 |   | 23.1 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 24.1          |   | Power of Attorney (see page 66 of this Annual Report on Form 10-K). |   | 10-K |   | 001-36350 |   | 2/12/2016 |   | 24.1 |   |   |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 31.1          |   | Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of 2002. |   |   |   |   |   |   |   |   |   | * |
|          |   |   |   |   |   |   |   |   |   |   |   |   |
| 31.2          |   | Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of 2002. |   |   |   |   |   |   |   |   |   | * |
|          |   |   |   |   |   |   |   |   |   |   |   |   |

----

|                                                                                                   |
|---------------------------------------------------------------------------------------------------|
|                                                                                                   |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                                                              |   |   |   | Incorporated by Reference |
| ExhibitNumber                                                                                     |   | Description |   | Form |   | Filing No. |   | Filing Date |   | Exhibit No. |   | Filed / Furnished Herewith |
| 32.1                                                                                              |   | Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350 as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. |   |   |   |   |   |   |   |   |   | # |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| 32.2                                                                                              |   | Certification of Principal Financial Officer Required under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350 as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. |   |   |   |   |   |   |   |   |   | # |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| 101.INS                                                                                           |   | XBRL Instance Document. |   | 10-K |   | 001-36350 |   | 2/12/2016 |   | 101.INS |   |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| 101.SCH                                                                                           |   | XBRL Taxonomy Extension Schema. |   | 10-K |   | 001-36350 |   | 2/12/2016 |   | 101.SCH |   |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| 101.CAL                                                                                           |   | XBRL Taxonomy Extension Calculation Linkbase. |   | 10-K |   | 001-36350 |   | 2/12/2016 |   | 101.CAL |   |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| 101.LAB                                                                                           |   | XBRL Taxonomy Extension Calculation Label Linkbase. |   | 10-K |   | 001-36350 |   | 2/12/2016 |   | 101.LAB |   |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| 101.PRE                                                                                           |   | XBRL Taxonomy Extension Presentation Linkbase. |   | 10-K |   | 001-36350 |   | 2/12/2016 |   | 101.PRE |   |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| 101.DEF                                                                                           |   | XBRL Taxonomy Extension Definition Linkbase. |   | 10-K |   | 001-36350 |   | 2/12/2016 |   | 101.DEF |   |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |
| * Filed herewith# Furnished herewith† Management contract, compensatory plan or arrangement |   |   |   |   |   |   |   |   |   |   |