Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain


          Officers.


Retirement of Director

On January 27, 2023, Sandra E. Bergeron notified the Board of Directors (the "Board") of Qualys, Inc. (the "Company") that she would retire from the Board, effective January 28, 2023. Ms. Bergeron, who is Chair of the Board, has served as a director of the Company since 2006. Ms. Bergeron's retirement is not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

On January 30, 2023, the Board appointed Jeffrey P. Hank as Chair of the Company.

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