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F5 (NASDAQ: FFIV) CEO reports RSU vesting, tax-withheld shares and trust holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

F5, Inc. President and CEO Francois Locoh-Donou reported equity compensation activity involving company stock. On May 1, 2026, service-based Restricted Stock Unit awards vested, delivering 6,234 shares of Common Stock. As part of this event, 2,451 shares were disposed of to cover tax obligations at $323.20 per share, a tax-withholding disposition rather than an open-market sale.

Following these transactions, Locoh-Donou directly held 153,223 shares of F5 Common Stock. In addition, 42,000 shares of Common Stock were reported as indirectly owned through a family trust for the benefit of his children, with his spouse serving as trustee.

Positive

  • None.

Negative

  • None.

Insights

CEO’s Form 4 shows routine RSU vesting and tax withholding, not open-market trading.

The filing shows service-based Restricted Stock Units vesting for F5 CEO Francois Locoh-Donou on May 1, 2026. These awards delivered 6,234 shares of Common Stock, reflecting standard equity compensation rather than discretionary buying or selling in the market.

To satisfy tax obligations, 2,451 shares were used in a tax-withholding disposition at $323.20 per share, a non-market mechanism that does not signal a change in sentiment. After these events, he held 153,223 shares directly and 42,000 shares indirectly via a family trust.

Insider Locoh-Donou Francois
Role President, CEO & Director
Type Security Shares Price Value
Exercise Restricted Stock Unit 2,114 $0.00 --
Exercise Restricted Stock Unit 1,597 $0.00 --
Exercise Restricted Stock Unit 2,523 $0.00 --
Exercise Common Stock 6,234 $0.00 --
Tax Withholding Common Stock 2,451 $323.20 $792K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 12,683 shares (Direct, null); Common Stock — 153,223 shares (Direct, null); Common Stock — 42,000 shares (Indirect, By Family Trust)
Footnotes (1)
  1. Shares acquired upon the vesting of November 1, 2023, November 1, 2024, and November 3, 2025 awards of service-based Restricted Stock Units. These shares are held in a trust for the benefit of the reporting person's children. The reporting person's spouse is trustee of the trust. Each Restricted Stock Unit represents a contingent right to receive one share of F5, Inc. Common Stock on the vest date. This November 1, 2024 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2025. If the reporting person continues to provide services to the Company through the vest date, the corresponding number of shares of Common Stock of F5, Inc. will be issued to the reporting person on the vest date. This November 3, 2025 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2026. This November 1, 2023 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2024.
Shares delivered from RSU vesting 6,234 shares Service-based RSUs vesting on May 1, 2026
Shares withheld for taxes 2,451 shares Tax-withholding disposition at $323.20 per share
Direct common shares after transactions 153,223 shares Direct ownership following May 1, 2026 events
Indirect trust-held shares 42,000 shares Held in family trust for CEO’s children
Tax-withholding price $323.20 per share Value used for 2,451-share tax withholding
RSU tranche 1 2,523 units Service-based RSUs converting into Common Stock
RSU tranche 2 1,597 units Service-based RSUs converting into Common Stock
RSU tranche 3 2,114 units Service-based RSUs converting into Common Stock
Restricted Stock Unit financial
"Shares acquired upon the vesting of November 1, 2023, November 1, 2024, and November 3, 2025 awards of service-based Restricted Stock Units."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
service-based Restricted Stock Units financial
"This November 1, 2024 award of service-based Restricted Stock Units vests in twelve equal quarterly increments"
Service-based restricted stock units are promises by a company to give employees shares of stock only after they remain employed for a specified period; the stock is delivered gradually or all at once once the service condition is met. Investors care because these awards affect future share supply and company costs, align employee interests with long-term performance, and can influence dilution and earnings reports when the promised shares are recorded or issued.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
contingent right financial
"Each Restricted Stock Unit represents a contingent right to receive one share of F5, Inc. Common Stock on the vest date."
family trust financial
"These shares are held in a trust for the benefit of the reporting person's children."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Locoh-Donou Francois
(Last)(First)(Middle)
C/O F5, INC.
801 5TH AVENUE
(Street)
SEATTLE WASHINGTON 98104
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
F5, INC. [ FFIV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President, CEO & Director
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/01/2026M6,234(1)A$0153,223D
Common Stock05/01/2026F2,451D$323.2150,772D
Common Stock42,000IBy Family Trust(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(3)$005/01/2026M2,114 (4) (5)Common Stock2,114$012,683D
Restricted Stock Unit(3)$005/01/2026M1,597 (6) (5)Common Stock1,597$015,970D
Restricted Stock Unit(3)$005/01/2026M2,523 (7) (5)Common Stock2,523$05,047D
Explanation of Responses:
1. Shares acquired upon the vesting of November 1, 2023, November 1, 2024, and November 3, 2025 awards of service-based Restricted Stock Units.
2. These shares are held in a trust for the benefit of the reporting person's children. The reporting person's spouse is trustee of the trust.
3. Each Restricted Stock Unit represents a contingent right to receive one share of F5, Inc. Common Stock on the vest date.
4. This November 1, 2024 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2025.
5. If the reporting person continues to provide services to the Company through the vest date, the corresponding number of shares of Common Stock of F5, Inc. will be issued to the reporting person on the vest date.
6. This November 3, 2025 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2026.
7. This November 1, 2023 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2024.
Remarks:
/s/ Angelique M. Okeke by Power of Attorney05/05/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR