QLYS Insider Activity: Thakar Exercises 6,500 Options and Sells 8,500 Shares

Rhea-AI Filing Summary

Qualys insider transactions by CEO Sumedh S. Thakar: The filing shows the CEO exercised 6,500 stock options with a $25.56 exercise price and immediately acquired 6,500 shares. On the same date, under a Rule 10b5-1 trading plan adopted February 26, 2025, he sold 5,722 shares at a weighted average price of $129.6697 and sold 2,778 shares at a weighted average price of $130.5372, for total shares sold of 8,500. Beneficial ownership reported moved from 216,420 shares following the option acquisition to 207,920 after the sales. The option granted is fully vested and exercisable and the sales were executed pursuant to the disclosed 10b5-1 plan.

Positive

• Transactions executed under a Rule 10b5-1 plan, which provides pre-arranged, compliant framework for insider sales
• Option was fully vested and immediately exercisable, enabling a timely, authorized exercise
• Clear disclosure of weighted average sale prices and offer to provide per-price breakdown on request

Negative

• Insider sold 8,500 shares, reducing beneficial ownership from 216,420 to 207,920
• Form shows insider liquidity, which may be perceived negatively by some investors despite being pre-planned

Insights

Corporate Governance Expert

TL;DR: Insider exercised vested options and executed planned sales under a 10b5-1 plan, reflecting routine, pre-arranged liquidity.

The filing documents a standard executive liquidity event: exercise of 6,500 options at $25.56 and subsequent sales of 8,500 shares under a Rule 10b5-1 plan adopted Feb 26, 2025. The use of a 10b5-1 plan reduces insider trading risk and signals pre-planned disposition rather than opportunistic sales. Beneficial ownership decreased modestly from 216,420 to 207,920 shares, which is not a material shift in control. Documentation appears complete, including executor signature by POA.

Securities Analyst

TL;DR: Transactions are operationally routine; sales occurred at ~5x the exercise price, crystallizing gains.

The CEO exercised options with a $25.56 strike and sold shares at weighted average prices of approximately $129.67 and $130.54, realizing a substantial per-share spread over the exercise price. The sales were executed under a 10b5-1 plan, indicating pre-specified timing. Net outstanding common shares reported for the insider after transactions are 207,920, with 26,000 shares represented by vested options still held as derivative positions. From a market perspective, these are non-transactional signals rather than indicators of company operational change.

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
Estimated average burden
hours per response:			0.5

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)
08/14/2025

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	08/14/2025		M(1)		6,500	A	$25.56	216,420	D
Common Stock	08/14/2025		S(1)		5,722	D	$129.6697(2)	210,698	D
Common Stock	08/14/2025		S(1)		2,778	D	$130.5372(3)	207,920	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	08/14/2025		M			6,500	(4)	04/28/2026	Common Stock	6,500	$0	26,000	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 $129.20 to $130.19 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 $130.20 to $131.10 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 option is fully vested and immediately exercisable.

	/s/ Bruce Posey by power of attorney for Sumedh S. Thakar	08/15/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Qualys CEO Sumedh Thakar do according to the Form 4?

The CEO exercised 6,500 options at a $25.56 exercise price and sold a total of 8,500 shares on 08/14/2025 under a Rule 10b5-1 plan.

How many shares does Sumedh Thakar beneficially own after these transactions?

The filing reports 207,920 shares beneficially owned following the reported sales, plus 26,000 shares underlying options.

Were the sales part of a 10b5-1 trading plan?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on February 26, 2025.

What were the weighted average sale prices reported?

The filing reports weighted average sale prices of $129.6697 for 5,722 shares and $130.5372 for 2,778 shares.

Is the exercised option vested and exercisable?

Yes. The filing states the option is fully vested and immediately exercisable.