Item 5. Other Information
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
On August 12, 2025 , 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 51,509 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). The duration of the trading arrangement is until November 10, 2026 , or earlier if all transactions under the trading arrangement are completed.
On August 21, 2025 , 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 22,234 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). The duration of the trading arrangement is until November 1, 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 September 30, 2025.
Appointment of Director
On October 30, 2025, the board of directors (the “Board”) of Qualys, Inc. (the “Company”) appointed Bradford L. Brooks to serve on the Board as a Class II director until the Company’s 2026 annual meeting of stockholders or until his successor is duly elected and qualified. There are no arrangements or understandings between Mr. Brooks and any other persons pursuant to which he was elected to serve on the Board. In addition, the Board appointed Mr. Brooks to the Nominating and Governance Committee of the Board.
Mr. Brooks has served as Chief Executive Officer of Censys, Inc., a leading provider of continuous attack surface management, from January 2022 through May 2025. Previously, Mr. Brooks served as a member of the board of directors of ARC Document Solutions from April 2018 through November 2024 where he served on the Audit Committee, Compensation Committee, and as Lead Independent Director. Mr. Brooks also served on the board of directors of WeTransfer from March 2021 through July 2024 and as President and CEO of OneLogin, a global leader in cloud-based identity and access management as a service, from August 2017 to October 2021. From January 2015 to June 2017, Mr. Brooks was Chief Marketing Officer as well as the executive leader of product management and engineering for DocuSign. Mr. Brooks held senior executive level positions at Juniper Networks and Microsoft prior to DocuSign. Mr. Brooks holds a Bachelor of Science in Economics from California State University, Chico, and a Masters of International Management from Thunderbird School of Global Management, Arizona State University.
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Mr. Brooks is not a party to any transaction with any related person required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
Mr. Brooks has entered into the Company’s standard form of indemnification agreement , a copy of which was previously filed on August 10, 2012 as Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-182027). In addition, Mr. Brooks will be compensated for his service on the Board in accordance with the Company’s standard compensation policy for non-employee directors.
Adoption of Executive Severance Policy
On October 30, 2025, our Compensation and Talent Committee approved an Executive Severance Policy (the “Severance Policy”) that memorialized the Company’s existing unwritten executive severance and change in control policy with certain modifications to reflect current market practices. The severance and change in control payments and benefits under the Severance Policy supersede any prior agreement or arrangement the named executive officers may have had with us that provided for severance and/or change in control payments or benefits. The Severance Policy has a term of 2-years with 1-year renewals.
Under the Severance Policy, in the event of a qualifying termination of the employment of a named executive officer that is not in connection with a change in control of the Company (i.e. an involuntary termination of employment without “cause”), the named executive officer will receive the following benefits:
• cash severance pay equal to (i) in the case of Sumedh Thakar, 12 months of his annual base salary and 100% of his annual target bonus, or (ii) in the case of each of the other named executive officers, (A) 3 months of the named executive officer’s annual base salary, if he or she has been employed by us for less than 1 year, (B) 6 months of the named executive officer’s annual base salary, if he or she has been employed by us for at least 1 year but not more than 5 years, or (C) 9 months of the named executive officer’s annual base salary and 50% of his or her annual target bonus, if he or she has been employed by us for more than 5 years;
• payment or reimbursement of premiums for coverage under COBRA for the named executive officer and his or her eligible dependents, if any, for up to the number of months of annual base salary that the named executive officer is entitled to receive under the previous bullet; and
• acceleration of equity awards equal to (i) in the case of Mr. Thakar, 12 months for time-based equity and performance-based equity pro-rated based on both actual achievement (capped at 100%) and time served during the year, or (ii) in the case of each of the other named executive officers, 6 months for time-based equity and performance-based equity pro-rated based on both actual achievement (capped at 100%) and time served during the year if he or she has been employed by us for more than 5 years.
In the event of a qualifying termination of the employment of a named executive officer in connection with a change in control of the Company (i.e. a termination without “cause,” for death or disability, or a resignation for “good reason,” in each case, during the period 3 months before and (i) in the case of Mr. Thakar, 18 months following a change in control, and (ii) in the case of each of the other named executive officers, 12 months following a change in control), the named executive officer will receive the following benefits:
• severance pay equal to 100% (or in Mr. Thakar’s case, 150%) of the named executive officer’s annual base salary and target annual bonus;
• payment or reimbursement of premiums for coverage under COBRA for the named executive officer and his or her eligible dependents, if any, for up to 12 months (or in Mr. Thakar’s case, 18 months); and
• accelerated vesting and exercisability as to 100% of any then-unvested equity awards, with performance-based equity awards vesting at target levels of performance unless specified otherwise in the award agreement.
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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 November 4, 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.