Thakar Sumedh S 4

What Happened

• Sumedh S. Thakar, CEO, President and a director of Qualys (QLYS), had performance-based restricted stock units vest on Feb 3, 2026. A total of 55,996 shares were acquired (awarded) as a result of the Board determining performance conditions were met.
• To cover tax withholding obligations, 28,493 of those shares were withheld (disposed) at a reported value of $127.52 per share, resulting in approximately $3,633,428 in tax withholding proceeds reported on the Form 4.
• Transaction codes: A = award/acquisition (vested performance shares); F = shares withheld to pay taxes (disposition). These are awards/withholdings tied to vesting, not open-market sales.

Key Details

• Transaction date: February 3, 2026; Form 4 filed February 5, 2026 (timely filing).
• Awarded shares (total): 55,996 shares acquired via vesting.
• Shares withheld for taxes (total): 28,493 shares at $127.52 each, total ≈ $3,633,428.
  • Individual reported withholding entries: 10,394 shares ($1,325,443), 10,168 shares ($1,296,623), 7,726 shares ($985,220), and 205 shares ($26,142).
  • Individual reported award entries: 20,427; 19,984; 15,184; and 401 shares.
• Footnotes indicate the vested awards relate to performance share awards originally granted Oct 27, 2022; Oct 26, 2023; and Oct 30, 2024, and that shares were withheld to cover tax liabilities associated with those vestings.
• Shares owned after the transaction: not specified in the provided excerpt of the filing.

Context

• This was vesting of performance awards with shares withheld to satisfy tax withholding — a routine corporate administration action (not an open-market sale or purchase).
• For retail investors: awards and tax-withholdings generally reflect compensation mechanics rather than a buying or selling opinion by the insider. Purchases are generally more informative about bullish sentiment; vesting/withholding is common and not necessarily indicative of insider sentiment.