F5 CFO sells 599 shares after RSU vesting

F5, Inc. Chief Financial Officer Werner Edward Cooper reported a combination of share vesting, tax withholding, and a small open-market sale of company stock.

Rhea-AI Filing Summary

F5, Inc. Chief Financial Officer Werner Edward Cooper reported a combination of share vesting, tax withholding, and a small open-market sale of company stock. On May 1, 2026, he acquired 987 shares of Common Stock through the vesting and conversion of service-based Restricted Stock Units (RSUs), tied to awards granted on November 1, 2024 and November 3, 2025. As part of that vesting event, 388 shares were disposed of to satisfy tax obligations.

On May 4, 2026, Cooper then completed an open-market sale of 599 shares of Common Stock at $322.33 per share, executed pursuant to a pre-arranged Rule 10b5-1 trading plan dated December 3, 2025. Following these transactions, he directly owned 4,406 shares of F5, Inc. Common Stock, which the filing notes include 101 shares acquired under the F5, Inc. Employee Stock Purchase Plan on April 30, 2026.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 5 txns

Insider Werner Edward Cooper

Role Chief Financial Officer

Sold 599 shs ($193K)

Approx. gross sale proceeds $193K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock	599	$322.33	$193K
Exercise	Restricted Stock Unit	453	$0.00	$0.00
Exercise	Restricted Stock Unit	534	$0.00	$0.00
Exercise	Common Stock	987	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	388	$323.20	$125K

Holdings After Transaction: Restricted Stock Unit — 8,060 contracts (Direct); Common Stock — 4,406 shares (Direct)

Footnotes (7)

1. F1. Shares acquired upon the vesting of the November 1, 2024 and November 3, 2025 awards of service-based Restricted Stock Units.
2. F2. Includes 101 shares acquired under the F5, Inc. Employee Stock Purchase Plan on April 30, 2026.
3. F3. This transaction was executed pursuant to a Rule 10b5-1 trading plan dated 12/03/2025.
4. F4. Each Restricted Stock Unit represents a contingent right to receive one share of F5, Inc. Common Stock on the vest date.
5. F5. This November 1, 2024 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2025.
6. F6. 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.
7. F7. This November 3, 2025 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2026.

Key Figures

Open-market sale: 599 shares at $322.33 RSU shares vested: 987 shares Tax withholding shares: 388 shares +3 more

6 metrics

Open-market sale 599 shares at $322.33 Common Stock sale on May 4, 2026

RSU shares vested 987 shares Common Stock from RSU vesting on May 1, 2026

Tax withholding shares 388 shares Shares disposed to satisfy tax liability on May 1, 2026

Post-transaction holdings 4,406 shares Direct ownership after May 4, 2026 sale

RSU conversion blocks 534 & 453 shares RSUs converting to Common Stock from 2024 and 2025 awards

ESPP acquisition 101 shares Shares acquired under Employee Stock Purchase Plan on April 30, 2026

Key Terms

Restricted Stock Unit, Rule 10b5-1 trading plan, Employee Stock Purchase Plan, service-based Restricted Stock Units

4 terms

Restricted Stock Unit financial

"Shares acquired upon the vesting of the 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.

Rule 10b5-1 trading plan financial

"This transaction was executed pursuant to a Rule 10b5-1 trading plan dated 12/03/2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Employee Stock Purchase Plan financial

"Includes 101 shares acquired under the F5, Inc. Employee Stock Purchase Plan on April 30, 2026."

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

service-based Restricted Stock Units financial

"This November 1, 2024 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2025."

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transactions did F5 (FFIV) CFO Werner Edward Cooper report in this Form 4?

Werner Edward Cooper reported RSU vesting, tax withholding, and a small open-market sale. He acquired 987 shares from service-based RSUs, had 388 shares disposed for taxes, and sold 599 shares of F5 Common Stock on May 4, 2026 under a pre-arranged trading plan.

How many F5 (FFIV) shares did the CFO sell and at what price?

The CFO sold 599 shares of F5 Common Stock at $322.33 per share. This open-market sale occurred on May 4, 2026 and was executed pursuant to a Rule 10b5-1 trading plan, indicating the transaction was scheduled in advance rather than timed discretionarily.

What RSU vesting activity for F5 (FFIV) did the filing disclose?

The filing shows 987 shares of F5 Common Stock acquired on May 1, 2026 from vesting of service-based RSUs. These relate to November 1, 2024 and November 3, 2025 awards, which vest in twelve equal quarterly installments, contingent on continued service through each vesting date.

How many F5 (FFIV) shares did the CFO dispose of for tax withholding?

Cooper had 388 shares of F5 Common Stock disposed of on May 1, 2026 to cover tax obligations arising from RSU vesting. This tax-withholding transaction is coded "F" and is not an open-market sale, but rather a mechanism to satisfy associated tax liabilities.

What are the CFO’s reported F5 (FFIV) share holdings after these transactions?

After the reported transactions, the CFO directly owned 4,406 shares of F5 Common Stock. The filing specifies that this total includes 101 shares acquired through the F5, Inc. Employee Stock Purchase Plan on April 30, 2026, reflecting his ongoing equity exposure to the company.

Was the F5 (FFIV) CFO’s stock sale made under a Rule 10b5-1 plan?

Yes. The sale of 599 shares on May 4, 2026 was executed under a Rule 10b5-1 trading plan dated December 3, 2025. Such plans are established in advance, indicating the sale followed a pre-set schedule rather than being timed based on near-term market information.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/05/2026 - 05:47 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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).

X

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^*

Werner Edward Cooper

(Last) (First) (Middle)

C/O F5, INC.

801 5TH AVE.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/01/2026		M		987(1)	A	$0	5,393(2)	D
Common Stock	05/01/2026		F		388	D	$323.2	5,005	D
Common Stock	05/04/2026		S		599(3)	D	$322.33	4,406	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit(4)	$0	05/01/2026		M			453	(5)	(6)	Common Stock	453	$0	2,718	D
Restricted Stock Unit(4)	$0	05/01/2026		M			534	(7)	(6)	Common Stock	534	$0	5,342	D

Explanation of Responses:

1. Shares acquired upon the vesting of the November 1, 2024 and November 3, 2025 awards of service-based Restricted Stock Units.

2. Includes 101 shares acquired under the F5, Inc. Employee Stock Purchase Plan on April 30, 2026.

3. This transaction was executed pursuant to a Rule 10b5-1 trading plan dated 12/03/2025.

4. Each Restricted Stock Unit represents a contingent right to receive one share of F5, Inc. Common Stock on the vest date.

5. This November 1, 2024 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2025.

6. 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.

7. This November 3, 2025 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2026.

Remarks:

	/s/ Angelique M. Okeke by Power of Attorney	05/05/2026
	** Signature of Reporting Person	Date
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)