FFIV Insider Files Form 4: 5,297 Shares Sold via 10b5-1 Plan

Q: What did F5 (FFIV) insider Chad Michael Whalen sell?

The filing reports 4 sales on 08/11/2025 totaling 5,297 shares executed under a Rule 10b5-1 trading plan.

Q: Were the sales pre-planned or discretionary?

The sales were made pursuant to a Rule 10b5-1 trading plan dated April 30, 2025 , indicating pre-planned transactions.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Chad Michael Whalen, EVP Worldwide Sales of F5, Inc. (FFIV), reported multiple open-market sales executed under a Rule 10b5-1 trading plan dated April 30, 2025. The filing shows four sales on 08/11/2025 totaling 5,297 shares, with weighted-average sale prices running from $320.24 to $323.07 per share.

Those entries in Table I show the reporting person’s direct beneficial ownership declining across the transactions to a reported holding of 23,591 shares following the sales. The filing notes the transactions were made pursuant to the pre-established 10b5-1 plan and provides weighted-price ranges for transparency.

Positive

Transactions executed under a Rule 10b5-1 trading plan, providing an affirmative defense and procedural transparency
Weighted-average prices and price ranges disclosed, offering clarity on execution prices

Negative

Insider sold 5,297 shares, reducing reported direct beneficial ownership to 23,591 shares
Sales may be perceived negatively by some investors though the filing shows they were pre-planned

Insights

TL;DR: Officer executed pre-planned sales totaling 5,297 shares under a 10b5-1 plan; action is routine and informational.

The Form 4 discloses multiple sales by an executive under a Rule 10b5-1 plan, indicating trades were pre-arranged rather than opportunistic reactions to nonpublic information. The transactions span weighted-average prices from $320.24 to $323.07 and reduce direct holdings to 23,591 shares as reported. For investors, this is a transparent insider liquidity event; absent larger context about timing or company fundamentals, it is informational rather than material to valuation.

TL;DR: Use of a documented 10b5-1 plan demonstrates adherence to governance best practices for insider trading.

The filing explicitly cites a Rule 10b5-1 trading plan dated April 30, 2025, which supports an affirmative defense to insider trading claims and signals procedural compliance. The disclosure of weighted-average price ranges and the step-down in direct ownership to 23,591 shares provides clear transparency. From a governance standpoint, these disclosures align with good disclosure practices; the trades themselves do not, on their face, indicate governance concerns.

Insider Trade Summary

Net Seller: 5,297 shares ($1,706,884)

Net Sell 4 txns

Insider WHALEN CHAD MICHAEL

Role EVP, Worldwide Sales

Sold 5,297 shs ($1.71M)

Type	Security	Shares	Price	Value
Sale	Common Stock	300	$320.24	$96K
Sale	Common Stock	1,290	$321.26	$414K
Sale	Common Stock	2,419	$322.56	$780K
Sale	Common Stock	1,288	$323.07	$416K

Holdings After Transaction: Common Stock — 28,588 shares (Direct)

Footnotes (1)

This transaction was executed pursuant to a Rule 10b5-1 trading plan dated April 30, 2025. The price in Column 4 is a weighted average sale price. The prices actually received ranged from $319.63 to $320.55. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. The price in Column 4 is a weighted average sale price. The prices actually received ranged from $320.64 to $321.58. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. The price in Column 4 is a weighted average sale price. The prices actually received ranged from $322.00 to $322.94. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. The price in Column 4 is a weighted average sale price. The prices actually received ranged from $323.02 to $323.15. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

Form 4 Insider Transactions: What Each Field Means →

08/12/2025 - 09:24 PM

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).

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^*

WHALEN CHAD MICHAEL

(Last)

(First)

(Middle)

C/O F5, INC.

801 5TH AVENUE

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

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)
	EVP, Worldwide Sales

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/11/2025		S		300⁽¹⁾	D	$320.24⁽²⁾	28,588	D
Common Stock	08/11/2025		S		1,290⁽¹⁾	D	$321.26⁽³⁾	27,298	D
Common Stock	08/11/2025		S		2,419⁽¹⁾	D	$322.56⁽⁴⁾	24,879	D
Common Stock	08/11/2025		S		1,288⁽¹⁾	D	$323.07⁽⁵⁾	23,591	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This transaction was executed pursuant to a Rule 10b5-1 trading plan dated April 30, 2025.

2. The price in Column 4 is a weighted average sale price. The prices actually received ranged from $319.63 to $320.55. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

3. The price in Column 4 is a weighted average sale price. The prices actually received ranged from $320.64 to $321.58. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

4. The price in Column 4 is a weighted average sale price. The prices actually received ranged from $322.00 to $322.94. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

5. The price in Column 4 is a weighted average sale price. The prices actually received ranged from $323.02 to $323.15. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

Remarks:

Exhibit 24: Power of Attorney provided herewith.

	/s/ Angelique M. Okeke by Power of Attorney	08/12/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did F5 (FFIV) insider Chad Michael Whalen sell?

The filing reports 4 sales on 08/11/2025 totaling 5,297 shares executed under a Rule 10b5-1 trading plan.

Were the sales pre-planned or discretionary?

The sales were made pursuant to a Rule 10b5-1 trading plan dated April 30, 2025, indicating pre-planned transactions.

At what prices were the shares sold?

The filing discloses weighted-average sale prices ranging from $320.24 to $323.07; detailed price ranges per tranche are provided in the form.

How many F5 shares does the reporting person hold after these sales?

Table I shows the reporting person’s direct beneficial ownership declining to a final reported figure of 23,591 shares following the transactions.

Was a signature or agent used to file the Form 4?

The Form 4 was signed by an agent under power of attorney as indicated on the filing.