Qualys (NASDAQ: QLYS) CEO covers taxes with 5,662-share withholding

Rhea-AI Filing Summary

Qualys, Inc. CEO and President Sumedh S. Thakar, who also serves as a director, reported an automatic share withholding related to equity compensation. On 02/01/2026, 5,662 shares of common stock were withheld at $131.90 per share to cover his tax liability from vesting restricted stock units. After this tax withholding, he directly beneficially owned 242,138 shares of Qualys common stock.

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

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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^*

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)
02/01/2026

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	02/01/2026		F		5,662(1)	D	$131.9	242,138	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. The reported shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units.

	/s/ Bruce Posey by power of attorney for Sumedh S. Thakar	02/03/2026
	** 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).
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FAQ

What insider transaction did Qualys (QLYS) report for Sumedh Thakar?

Qualys reported that CEO and President Sumedh S. Thakar had 5,662 shares of common stock withheld. The shares were withheld to cover his tax liability arising from the vesting of restricted stock units, rather than representing an open-market sale of stock.

How many Qualys (QLYS) shares were withheld and at what price?

A total of 5,662 Qualys common shares were withheld at a price of $131.90 per share. This withholding was done specifically to satisfy the reporting person’s tax obligations associated with the vesting of restricted stock units granted as compensation.

How many Qualys (QLYS) shares does Sumedh Thakar own after this transaction?

Following the reported tax withholding transaction, Sumedh S. Thakar beneficially owned 242,138 shares of Qualys common stock directly. This post-transaction balance reflects his remaining direct holdings after the 5,662 shares were withheld for tax-related purposes.

What was the purpose of the Qualys (QLYS) Form 4 transaction on 02/01/2026?

The Form 4 transaction on 02/01/2026 reflected shares withheld to cover taxes on equity compensation. Specifically, 5,662 shares were withheld to satisfy Sumedh S. Thakar’s tax liability tied to the vesting of restricted stock units awarded by Qualys.

Is the 5,662-share Qualys (QLYS) transaction an open-market sale?

No, the 5,662-share transaction is not an open-market sale. The filing explains the shares were withheld by Qualys to satisfy CEO Sumedh S. Thakar’s tax obligations arising from vesting restricted stock units, a common administrative step for equity-based compensation.