QUALYS INC
For the period ended Mar 31, 2025. Filed May 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 6, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
On February 19, 2025, Thomas P. Berquist, amember of our board of directors, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 1,168 shares of our common stock, which represents the gross number of shares authorized to be sold during the duration of the plan. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until February 19, 2026, or earlier if all transactions under the trading arrangement are completed.
On February 21, 2025, Wendy M. Pfeiffer, amember of our board of directors, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 600 shares of our common stock, which represents the gross number of shares authorized to be sold during the duration of the plan. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until February 21, 2026, or earlier if all transactions under the trading arrangement are completed. Prior to entering into the new Rule 10b5-1 trading arrangement in February 2025, Ms. Pfeiffer's previous Rule 10b5-1 trading arrangement expired according to its terms because all the transactions under the arrangement were completed.
On February 26, 2025, Sumedh S. Thakar, our Chief Executive Officer and a member of our board of directors, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 118,000 shares of our common stock, which represents the gross number of shares authorized to be sold during the duration of the plan, before excluding any shares withheld by the Company to satisfy its income tax withholding in connection with the net settlement of the equity awards. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). Mr. Thakar's new Rule 10b5-1 trading arrangement will not commence until his previous Rule 10b5-1 trading arrangement terminates by its terms. The duration of the trading arrangement is until April 30, 2026, or earlier if all transactions under the trading arrangement are completed.
No other director or officer, as defined in Rule 16a-1(f), adopted orterminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," each as defined in Regulation S-K Item 408, during the three months ended March 31, 2025.
Lease Amendment
We are providing the following disclosure in lieu of filing a Current Report on Form 8-K relating to Item 1.01 (Entry into a Material Definitive Agreement) and Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant).
On May 1, 2025, the Company entered into a second amendment (the “Amendment”) to that certain Lease Agreement dated October 14, 2016, as amended to date, by and between the Company and Hudson Metro Center, LLC (the “Lease”), pursuant to which the Company leases its headquarters building in Foster City, California. The Amendment is effective as of May 1, 2025, and its primary effect is to modify the Company's existing lease payments and extend the term of the Lease until April 30, 2034 for an aggregate base rent of $30.4 million, payable monthly with escalating rental payments throughout the lease term, subject to options to renew the Lease for additional periods as set forth in the Amendment. The Amendment also addresses terms relating to expenses and taxes, and improvements to the premises.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which will be filed with the Company's quarterly report on Form 10-Q for the quarter ending June 30, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.