QUALYS, INC.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
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Sep 30, 2026 · Filed Nov 9, 2026
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Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
On August 10, 2026, Joo Mi Kim, our Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 28,280 shares of our common stock, consisting of (i) 17,235 shares of our common stock currently held by Ms. Kim and (ii) 11,045 shares of our common stock issuable upon the vesting and settlement of PRSUs, 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). The duration of the trading arrangement is until August 31, 2027, or earlier if all transactions under the trading arrangement are completed. Prior to entering into the new Rule 10b5-1 trading arrangement in August 2026, Ms. Kim’s previous Rule 10b5-1 trading arrangement expired according to its terms because all the transactions under the arrangement were completed.
On August 21, 2026, Bruce Posey, our Chief Legal Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 25,183 shares of our common stock, consisting of (i) 10,300 shares of our common stock currently held by Mr. Posey and (ii) 14,883 shares of our common stock issuable upon the vesting and settlement of RSUs and PRSUs, 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). The duration of the trading arrangement is until November 1, 2027, or earlier if all transactions under the trading arrangement are completed. Prior to entering into the new Rule 10b5-1 trading arrangement in August 2026, Mr. Posey's previous Rule 10b5-1 trading arrangement expired according to its terms because all the transactions under the arrangement were completed.
On August 26, 2026, Jeffrey P. Hank, thechair 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 4,314 shares of our common stock, consisting of (i) 3,000 shares of our common stock currently held by Mr. Hank and (ii) 1,314 shares of our common stock issuable upon the vesting and settlement of RSUs. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until August 31, 2027, or earlier if all transactions under the trading arrangement are completed. Prior to entering into the new Rule 10b5-1 trading arrangement in August 2026, Mr. Hank's previous Rule 10b5-1 trading arrangement expired according to its terms because all the transactions under the arrangement were 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 September 30, 2026.
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