Qualys Form 4: Thakar Exercises 6,500 Options and Executes 10b5-1 Sales

Rhea-AI Filing Summary

Insider transactions at Qualys, Inc. (QLYS) show the company's CEO and President, Sumedh S. Thakar, exercised options and sold shares on 09/15/2025 under a previously adopted trading plan. He exercised a fully vested option with a $25.56 exercise price to acquire 6,500 shares, and sold 8,500 shares in two transactions (5,801 shares at a weighted average of $132.2225 and 2,699 shares at a weighted average of $133.0718). After these transactions Thakar reported beneficial ownership of 205,951 shares. The sale transactions were effected pursuant to a Rule 10b5-1 plan adopted February 26, 2025, and the reported holdings include 31 shares acquired through the employee stock purchase plan.

Positive

• Exercise of fully vested options (6,500 shares at $25.56) demonstrates management converting long-term incentive into ownership.
• Use of a Rule 10b5-1 trading plan (adopted Feb 26, 2025) indicates pre-planned, compliant insider sales rather than opportunistic trades.
• Substantial retained ownership: reporting 205,951 shares after transactions shows continued significant insider stake.

Negative

• Insider sales of 8,500 shares at weighted averages near $132–133 represent meaningful insider liquidity that some investors may view unfavorably.
• Weighted-average sale prices reported as ranges require Commission staff follow-up for per-price share counts, reducing immediate price granularity.

Insights

Financial Analyst

TL;DR: CEO exercised low-cost options and sold shares under a 10b5-1 plan, converting option value to cash while retaining substantial holdings.

Thakar exercised 6,500 options with a $25.56 strike, creating immediate intrinsic value given the reported sale prices near $132–133. The simultaneous sales of 8,500 shares were executed under a Rule 10b5-1 plan, indicating pre-planned disposition rather than opportunistic insider trading. Net beneficial ownership remains significant at 205,951 shares, suggesting continued alignment with shareholders. For investors, this pattern is routine monetization by management rather than a clear signal of deteriorating fundamentals.

Corporate Governance Expert

TL;DR: Transactions comply with governance best practices by using a 10b5-1 plan and include full disclosure of option exercise and weighted-average sale prices.

The Form 4 discloses that sales were conducted pursuant to a 10b5-1 plan adopted February 26, 2025, and provides weighted-average prices for the two sale ranges, with the option fully vested and exercisable. The filing includes routine explanatory notes and a power-of-attorney signature, reflecting standard governance procedures for insider reporting. No indication of unusual or undisclosed arrangements is present in the document.

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).

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)
09/15/2025

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	09/15/2025		M(1)		6,500	A	$25.56	214,451(2)	D
Common Stock	09/15/2025		S(1)		5,801	D	$132.2225(3)	208,650	D
Common Stock	09/15/2025		S(1)		2,699	D	$133.0718(4)	205,951	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	09/15/2025		M			6,500	(5)	04/28/2026	Common Stock	6,500	$0	19,500	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. Includes 31 shares that were acquired on August 15, 2025 through the Issuer's Employee Stock Purchase Plan in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).

3. The sale price represents the weighted average price of the shares sold ranging from $131.74 to $132.73 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 $132.745 to $133.50 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 option is fully vested and immediately exercisable.

	/s/ Bruce Posey by power of attorney for Sumedh S. Thakar	09/16/2025
	** 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).
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FAQ

What transactions did Sumedh S. Thakar report on Form 4 for QLYS?

The Form 4 reports that Sumedh S. Thakar exercised 6,500 options at a $25.56 strike and sold 5,801 and 2,699 shares on 09/15/2025 at weighted-average prices of $132.2225 and $133.0718 respectively.

Were the sales executed under a prearranged plan for QLYS insider trades?

Yes. The sale transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 26, 2025.

How many QLYS shares does the reporting person beneficially own after these transactions?

After the reported transactions, the Form 4 shows beneficial ownership of 205,951 shares.

Did the Form 4 disclose shares acquired through employee purchase plans?

Yes. The reported holdings include 31 shares acquired on August 15, 2025 through the issuer's Employee Stock Purchase Plan.

Is the exercised option immediately exercisable and vested?

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