Qualys (QLYS) CEO Sumedh Thakar reports RSU vesting and tax share withholdings

Rhea-AI Filing Summary

Qualys, Inc. CEO and President Sumedh S. Thakar reported multiple equity-compensation transactions in company common stock on February 3, 2026. Several performance share awards vested after the Board determined their performance conditions were met, including 20,427, 19,984 and 15,184 shares from grants made in 2022, 2023 and 2024.

Shares were also withheld at a price of $127.52 per share (transactions coded "F") to cover Thakar’s tax liabilities upon vesting, including 10,394, 10,168 and 7,726 shares tied to those awards. After these transactions, Thakar directly owned 269,641 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)
02/03/2026

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		20,427(1)	A	$0	262,565	D
Common Stock	02/03/2026		F		10,394(2)	D	$127.52	252,171	D
Common Stock	02/03/2026		A		19,984(3)	A	$0	272,155	D
Common Stock	02/03/2026		F		10,168(4)	D	$127.52	261,987	D
Common Stock	02/03/2026		A		15,184(5)	A	$0	277,171	D
Common Stock	02/03/2026		F		7,726(6)	D	$127.52	269,445	D
Common Stock	02/03/2026		A		401(1)	A	$0	269,846	D
Common Stock	02/03/2026		F		205(2)	D	$127.52	269,641	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 Posey by power of attorney for Sumedh S. Thakar	02/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did QLYS CEO Sumedh Thakar report on February 3, 2026?

On February 3, 2026, Sumedh S. Thakar reported vesting of several performance share awards and related tax withholdings in Qualys common stock. These included multiple share acquisitions at $0 and share dispositions to satisfy tax liabilities at $127.52 per share.

How many Qualys (QLYS) shares does CEO Sumedh Thakar own after these Form 4 transactions?

Following the reported February 3, 2026 transactions, Sumedh S. Thakar beneficially owned 269,641 shares of Qualys common stock directly. This figure reflects all reported acquisitions of vested performance shares and the associated share withholdings for tax obligations on that date.

What triggered the performance share vesting for Qualys (QLYS) CEO Sumedh Thakar?

The vesting was triggered when the Qualys Board determined performance conditions were met for performance share awards granted on October 27, 2022, October 26, 2023, and October 30, 2024. This determination resulted in share acquisitions for Thakar at no cash cost per share.

Why were some QLYS shares reported as disposed of at $127.52 on the Form 4?

Shares coded “F” at $127.52 per share were withheld to cover Sumedh Thakar’s tax liabilities from vesting performance restricted stock units. These withholdings are treated as dispositions for reporting purposes, even though they are used to satisfy withholding obligations rather than open-market sales.

Were the Qualys (QLYS) Form 4 transactions open-market purchases or sales?

The reported acquisitions were from vesting of performance share awards at $0 per share, not open-market purchases. The dispositions coded “F” reflect shares withheld to pay taxes on those vestings, reported at $127.52 per share, rather than discretionary open-market sales.

What award dates are linked to the vested Qualys (QLYS) performance shares for CEO Thakar?

The vested performance shares reported on February 3, 2026 are tied to awards granted on October 27, 2022, October 26, 2023, and October 30, 2024. The Board confirmed related performance conditions were achieved before the shares were delivered to Sumedh Thakar.