Were the Qualys (QLYS) CEO’s share sales part of a Rule 10b5-1 plan?

Yes. The filing states the sales were effected under a Rule 10b5-1 trading plan adopted on February 27, 2026. Such plans pre-schedule trades, indicating these sales were planned in advance rather than discretionary responses to short-term market movements.

Qualys (QLYS) CEO trims stake with 3,200-share open-market sale

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

QUALYS, INC. CEO and President Sumedh S. Thakar sold a total of 3,200 shares of common stock in open-market transactions on June 15, 2026. The shares were sold in three blocks at weighted average prices of about $115.66, $114.31 and $112.08 per share.

These sales were made under a pre-arranged Rule 10b5-1 trading plan adopted on February 27, 2026. Following the transactions, Thakar directly holds 246,686 shares of Qualys common stock, so the sale reflects only a small portion of his overall stake.

Insider Trade Summary 10b5-1

Net Seller: 3,200 shares ($367,369)

Net Sell 3 txns

Insider Thakar Sumedh S

Role CEO & PRESIDENT

Sold 3,200 shs ($367K)

Type	Security	Shares	Price	Value
Sale	Common Stock	200	$112.075	$22K
Sale	Common Stock	1,500	$114.3107	$171K
Sale	Common Stock	1,500	$115.6587	$173K

Holdings After Transaction: Common Stock — 249,686 shares (Direct, null)

Footnotes (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 27, 2026. The sale price represents the weighted average price of the shares sold ranging from $112.05 to $112.10 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. The sale price represents the weighted average price of the shares sold ranging from $114.03 to $114.58 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. The sale price represents the weighted average price of the shares sold ranging from $115.28 to $116.05 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.

Key Figures

Shares sold: 3,200 shares Sale price block 1: $115.6587/share Sale price block 2: $114.3107/share +2 more

5 metrics

Shares sold 3,200 shares Total common stock sold on June 15, 2026

Sale price block 1 $115.6587/share Weighted average price for 1,500 shares

Sale price block 2 $114.3107/share Weighted average price for 1,500 shares

Sale price block 3 $112.0750/share Weighted average price for 200 shares

Shares held after 246,686 shares Direct Qualys common stock holdings after transactions

Key Terms

Rule 10b5-1 trading plan, weighted average price, open-market sale

3 terms

Rule 10b5-1 trading plan regulatory

"The sale transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The sale price represents the weighted average price of the shares sold"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

open-market sale financial

"transaction_action: open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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Form 4 Insider Transactions: What Each Field Means →

06/16/2026 - 04:12 PM

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

CALIFORNIA

94404

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/15/2026		S⁽¹⁾		200	D	$112.075⁽²⁾	249,686	D
Common Stock	06/15/2026		S⁽¹⁾		1,500	D	$114.3107⁽³⁾	248,186	D
Common Stock	06/15/2026		S⁽¹⁾		1,500	D	$115.6587⁽⁴⁾	246,686	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 27, 2026.

2. The sale price represents the weighted average price of the shares sold ranging from $112.05 to $112.10 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.

3. The sale price represents the weighted average price of the shares sold ranging from $114.03 to $114.58 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 $115.28 to $116.05 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.

	/s/ Bruce Posey by power of attorney for Sumedh S. Thakar	06/16/2026
	** 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).
** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Qualys (QLYS) CEO Sumedh Thakar report in this Form 4?

Sumedh Thakar reported selling Qualys common stock in open-market trades. He completed three sale transactions totaling 3,200 shares on June 15, 2026, all under a pre-arranged Rule 10b5-1 trading plan, and continues to hold a substantial direct stake afterward.

How many Qualys (QLYS) shares did the CEO sell and at what prices?

The CEO sold 3,200 Qualys shares. The sales occurred in three blocks: 1,500 shares at about $115.66, 1,500 shares at about $114.31, and 200 shares at about $112.08 per share, based on weighted average sale prices disclosed in the filing footnotes.

How many Qualys (QLYS) shares does the CEO hold after these sales?

After the reported transactions, Sumedh Thakar directly holds 246,686 Qualys common shares. This indicates the 3,200 shares sold represent a relatively small fraction of his overall direct ownership position, based on the post-transaction holding figure shown in the Form 4 data.

What type of transactions did the Qualys (QLYS) Form 4 disclose?

The Form 4 disclosed open-market sale transactions in Qualys common stock. All three entries are coded as “S,” described as sales in open market or private transactions, with no derivative exercises, gifts, or tax-withholding dispositions reported in this particular filing.