Item 5. Other Information
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
On February 19, 2025 , Thomas P. Berquist , 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 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 , 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 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
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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 or terminated 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.
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Item 6. Exhibits
Exhibit Number Description
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
32.1^ Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
32.2^ Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
101 INS Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101 SCH Inline XBRL Taxonomy Extension Schema Document
101 CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101 DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101 LAB Inline XBRL Taxonomy Extension Labels Linkbase Document.
101 PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File - the cover page interactive data is embedded within the Inline XBRL document or included within Exhibit 101 attachments.
^ Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Foster City, State of California on May 6, 2025.
QUALYS, INC.
By: /s/ JOO MI KIM
Name: Joo Mi Kim
Title: Chief Financial Officer
(principal financial and accounting officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.