Qualys (QLYS) CEO reports option exercise and insider share sales

Rhea-AI Filing Summary

Qualys, Inc. CEO, President and director Sumedh S. Thakar reported an insider transaction involving stock options and common shares. On 12/15/2025, he exercised a stock option for 6,500 shares of common stock at an exercise price of $25.56 per share, increasing his direct holdings.

That same day, he sold multiple blocks of Qualys common stock in open-market transactions, including 2,600 shares at $145.4927 per share and other sales at higher weighted-average prices. After these trades, he directly beneficially owned 252,800 shares of Qualys common stock. The filing notes that the sales were made under a Rule 10b5-1 trading plan adopted on February 26, 2025.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Thakar Sumedh S

(Last) (First) (Middle)

C/O QUALYS, INC.

919 E. HILLSDALE BLVD.

(Street)

FOSTER CITY CA 94404

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
QUALYS, INC. [ QLYS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/15/2025		M(1)		6,500	A	$25.56	261,300	D
Common Stock	12/15/2025		S(1)		2,600	D	$145.4927(2)	258,700	D
Common Stock	12/15/2025		S(1)		2,100	D	$146.3312(3)	256,600	D
Common Stock	12/15/2025		S(1)		1,400	D	$147.1641(4)	255,200	D
Common Stock	12/15/2025		S(1)		1,243	D	$148.3272(5)	253,957	D
Common Stock	12/15/2025		S(1)		357	D	$149.5408(6)	253,600	D
Common Stock	12/15/2025		S(1)		200	D	$150.105(7)	253,400	D
Common Stock	12/15/2025		S(1)		600	D	$151.9443(8)	252,800	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$25.56	12/15/2025		M			6,500	(9)	04/28/2026	Common Stock	6,500	$0	0	D

Explanation of Responses:

1. The sale transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 26, 2025.

2. The sale price represents the weighted average price of the shares sold ranging from $144.99 to $145.97 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

3. The sale price represents the weighted average price of the shares sold ranging from $146.01 to $146.99 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

4. The sale price represents the weighted average price of the shares sold ranging from $147.02 to $147.48 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

5. The sale price represents the weighted average price of the shares sold ranging from $148.04 to $149.00 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

6. The sale price represents the weighted average price of the shares sold ranging from $149.07 to $150.05 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

7. The sale price represents the weighted average price of the shares sold ranging from $150.10 to $150.11 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

8. The sale price represents the weighted average price of the shares sold ranging from $151.19 to $152.05 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

9. The option is fully vested and immediately exercisable.

	/s/ Bruce Posey by power of attorney for Sumedh S. Thakar	12/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider stock transaction did Qualys (QLYS) report for its CEO?

Qualys disclosed that CEO, President and director Sumedh S. Thakar exercised stock options for 6,500 shares of common stock and sold several blocks of Qualys shares on 12/15/2025.

How many stock options did the Qualys CEO exercise and at what price?

The CEO exercised a stock option to acquire 6,500 shares of Qualys common stock at an exercise price of $25.56 per share.

What share sales did the Qualys CEO make, and at what prices?

On 12/15/2025, the CEO sold several blocks of Qualys common stock, including 2,600 shares at $145.4927 per share, with additional sales at weighted-average prices up to $151.9443 per share.

How many Qualys shares does the CEO own after these transactions?

Following the reported option exercise and share sales, the CEO directly beneficially owned 252,800 shares of Qualys common stock.

Were the Qualys CEO’s share sales made under a Rule 10b5-1 plan?

Yes. The filing states the sale transaction was effected under a Rule 10b5-1 trading plan adopted by the reporting person on February 26, 2025.

What happened to the stock option reported in the Qualys Form 4?

The reported stock option for 6,500 shares, exercisable at $25.56 and fully vested, was exercised in full on 12/15/2025, leaving 0 derivative securities beneficially owned afterward.