Qualys (NASDAQ: QLYS) CLO gains stock as performance awards vest, taxes paid in shares

Rhea-AI Filing Summary

Qualys, Inc. chief legal officer Bruce K. Posey reported multiple equity award vestings and related tax withholdings in company stock. On February 3, 2026, he acquired several lots of common shares at $0 per share as performance-based restricted stock units vested after the board confirmed performance conditions were met.

To cover tax liabilities from these vestings, Posey had smaller blocks of shares withheld at a price of $127.52 per share, rather than selling stock in the open market. After the reported transactions, he directly owned 71,407 shares of Qualys common stock.

Insights

Corporate governance and compensation analyst

Routine performance-based vesting and tax withholding, with no open-market sales.

Bruce K. Posey, Qualys’ chief legal officer, reported several equity award vestings on February 3, 2026. He received common shares at $0 per share as performance share awards and performance restricted stock units granted in 2022, 2023, and 2024 met their board-approved performance conditions.

Separate "F" transactions show shares withheld at $127.52 per share to satisfy tax obligations tied to these vestings. This structure indicates compensation delivery rather than discretionary buying or selling. After these entries, Posey directly held 71,407 Qualys shares, with no indication of market sales in this report.

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

OMB Number:			3235-0287
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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).

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^*

POSEY BRUCE K

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF LEGAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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	02/03/2026		A		60(1)	A	$0	66,999	D
Common Stock	02/03/2026		F		31(2)	D	$127.52	66,968	D
Common Stock	02/03/2026		A		2,854(3)	A	$0	69,822	D
Common Stock	02/03/2026		F		1,453(4)	D	$127.52	68,369	D
Common Stock	02/03/2026		A		2,181(5)	A	$0	70,550	D
Common Stock	02/03/2026		F		1,078(6)	D	$127.52	69,472	D
Common Stock	02/03/2026		A		3,018(1)	A	$0	72,490	D
Common Stock	02/03/2026		F		1,083(2)	D	$127.52	71,407	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

Explanation of Responses:

1. Represents the acquisition of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to performance share awards granted to the Reporting Person on October 27, 2022.

2. The reported shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of performance restricted stock units awarded to the Reporting Person on October 27, 2022.

3. Represents the acquisition of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to performance share awards granted to the Reporting Person on October 30, 2024.

4. The reported shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of performance restricted stock units awarded to the Reporting Person on October 30, 2024.

5. Represents the acquisition of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to performance share awards granted to the Reporting Person on October 26, 2023.

6. The reported shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of performance restricted stock units awarded to the Reporting Person on October 26, 2023.

	/s/ Bruce K. Posey	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Qualys (QLYS) chief legal officer report in this Form 4 filing?

The filing shows the chief legal officer received Qualys common shares from performance-based equity awards that vested, and had additional shares withheld to pay taxes. These are compensation-related transactions rather than open-market stock purchases or sales, and reflect previously granted awards reaching their performance conditions.

How many Qualys (QLYS) shares does Bruce K. Posey own after these transactions?

After the reported transactions, Bruce K. Posey directly owns 71,407 shares of Qualys common stock. This balance reflects multiple performance share vestings and share withholdings for taxes recorded on February 3, 2026, as detailed in the non-derivative securities table of the Form 4.

Were any Qualys (QLYS) shares sold on the open market in this Form 4?

The Form 4 does not report any open-market sales. Instead, it discloses shares acquired at $0 per share from vested performance awards and shares withheld at $127.52 per share solely to satisfy tax liabilities arising from those vestings, a common administrative mechanism in equity compensation plans.

What do the 'A' and 'F' transaction codes mean in the Qualys (QLYS) Form 4?

In this Form 4, code "A" indicates shares acquired from equity awards vesting at no cash cost, while code "F" represents shares withheld by the issuer at $127.52 per share to cover the reporting person’s tax obligations triggered by those performance restricted stock unit vestings.

Which performance awards for Qualys (QLYS) vested for Bruce K. Posey?

Footnotes state the vestings relate to performance share awards and performance restricted stock units granted on October 27, 2022, October 26, 2023, and October 30, 2024. The Qualys board determined required performance conditions were met, leading to the share issuances reported in the Form 4 filing.