Qualys Form 4: Routine RSU Tax Withholding by CEO Thakar

Rhea-AI Filing Summary

Qualys (QLYS) Form 4: CEO & President Sumedh S. Thakar reported an administrative share withholding on 1-Aug-2025 (Transaction Code F).

• Shares withheld: 6,042 common shares
• Implied price: $130.53 per share (≈ $0.79 million)
• Reason: To satisfy tax obligations related to vesting RSUs (per footnote 1)
• Post-transaction holding: 209,920 shares held directly

This was not an open-market sale and does not alter Thakar’s economic exposure. Such tax-related withholdings are routine and typically carry neutral-to-slightly-negative sentiment only because the share count in public float rises modestly.

Positive

• None.

Negative

• 6,042 shares moved into the public float, representing a minor dilution and potential short-term supply increase.

Insights

Equity Analyst

TL;DR: Routine RSU tax withholding; negligible impact on QLYS valuation.

The Code F transaction indicates no discretionary selling pressure—shares were surrendered back to the company to cover withholding taxes on vested RSUs. The after-transaction stake of ~210k shares signals continued alignment between the CEO and shareholders. Dollar value (~$0.8 m) is immaterial relative to QLYS’s market cap, so I view the filing as neutral for the stock.

Corporate Governance Specialist

TL;DR: Insider still holds 0.55%+ of float; governance risk unchanged.

Automatic tax settlements generally do not reflect insider sentiment. Thakar retains a significant equity position, preserving incentives. No red flags emerge from this filing, and no pattern of aggressive selling is evident. Overall governance implications remain stable.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Thakar Sumedh S

Role CEO & PRESIDENT

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	6,042	$130.53	$789K

Holdings After Transaction: Common Stock — 209,920 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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).

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)
08/01/2025

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	08/01/2025		F		6,042(1)	D	$130.53	209,920	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

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	08/05/2025
	** 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

How many Qualys (QLYS) shares did the CEO dispose of in this Form 4?

6,042 shares were withheld for taxes under Code F.

What price was assigned to the withheld QLYS shares?

The shares were valued at $130.53 each.

Does this filing indicate an open-market sale by the CEO?

No. Code F denotes shares withheld by the company for tax purposes, not an open-market sale.

How many Qualys shares does Sumedh Thakar own after the transaction?

He directly owns 209,920 shares following the withholding.

Is this insider transaction material to Qualys investors?

Given its routine tax-withholding nature and small size versus market cap, the impact is considered immaterial.