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F5 (FFIV) CEO updates holdings after RSU conversions, 10b5-1 sale

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

F5, Inc. (FFIV) reported insider transactions by its President, CEO & Director. On 11/01/2025, the executive acquired 7,174 shares at $0 upon RSU vesting (code M) and had 29,424 shares withheld to cover taxes at $253.05 (code F). On 11/03/2025, the executive sold 1,300 shares at $252.98 (code S) pursuant to a Rule 10b5-1 plan dated 11/13/2024.

Following these transactions, the executive directly owned 151,623 shares and indirectly held 42,000 shares via a family trust. Footnotes state the RSUs are service-based and vest quarterly, each unit converting into one share on the vest date.

Positive

  • None.

Negative

  • None.

Insights

Routine Form 4: RSU vesting, tax withholding, small 10b5-1 sale.

The filing records standard equity compensation mechanics: RSUs converted to common stock (code M), with shares withheld for taxes (code F). A small open-market sale (code S) was executed under a pre-established Rule 10b5-1 plan dated 11/13/2024, indicating a prearranged framework.

Post-transaction holdings are 151,623 direct shares and 42,000 indirect via a family trust. The RSUs are service-based, vesting in quarterly increments, each representing one share upon vesting. No proceeds to the company are indicated; the activity reflects personal portfolio and tax events.

Insider Locoh-Donou Francois
Role President, CEO & Director
Sold 1,300 shs ($329K)
Type Security Shares Price Value
Sale Common Stock 1,300 $252.98 $329K
Exercise Restricted Stock Unit 2,537 $0.00 --
Exercise Restricted Stock Unit 2,523 $0.00 --
Exercise Restricted Stock Unit 2,114 $0.00 --
Exercise Common Stock 7,174 $0.00 --
Tax Withholding Common Stock 29,424 $253.05 $7.45M
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 151,623 shares (Direct); Restricted Stock Unit — 0 shares (Direct); Common Stock — 42,000 shares (Indirect, By Family Trust)
Footnotes (1)
  1. Shares acquired upon the vesting of the November 1, 2022, November 1, 2023, and November 1, 2024 awards of service-based Restricted Stock Units. This transaction was executed pursuant to a Rule 10b5-1 trading plan dated 11/13/2024. 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, 2022 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2023. 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 1, 2023 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2024. This November 1, 2024 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2025.
Form 4 Insider Transactions: What Each Field Means →
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*
Locoh-Donou Francois
(Last) (First) (Middle)
C/O F5, INC.
801 5TH AVENUE
(Street)
SEATTLE WA 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President, CEO & Director
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2025
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)
Code V Amount (A) or (D) Price
Common Stock 11/01/2025 M 7,174(1) A $0 182,347 D
Common Stock 11/01/2025 F 29,424 D $253.05 152,923 D
Common Stock 11/03/2025 S 1,300(2) D $252.98 151,623 D
Common Stock 42,000 I By Family Trust(3)
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 11/01/2025 M 2,537 (5) (6) Common Stock 2,537 $0 0 D
Restricted Stock Unit(4) $0 11/01/2025 M 2,523 (7) (6) Common Stock 2,523 $0 10,094 D
Restricted Stock Unit(4) $0 11/01/2025 M 2,114 (8) (6) Common Stock 2,114 $0 16,911 D
Explanation of Responses:
1. Shares acquired upon the vesting of the November 1, 2022, November 1, 2023, and November 1, 2024 awards of service-based Restricted Stock Units.
2. This transaction was executed pursuant to a Rule 10b5-1 trading plan dated 11/13/2024.
3. 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.
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, 2022 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2023.
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 1, 2023 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2024.
8. This November 1, 2024 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2025.
Remarks:
/s/ Lisa L. Dilek by Power of Attorney 11/04/2025
** 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 insider transactions did FFIV’s CEO report?

On 11/01/2025, 7,174 shares were acquired via RSU vesting (code M) and 29,424 shares were withheld for taxes at $253.05 (code F). On 11/03/2025, 1,300 shares were sold at $252.98 (code S).

Was the FFIV share sale under a 10b5-1 plan?

Yes. The 1,300-share sale on 11/03/2025 was executed pursuant to a Rule 10b5-1 trading plan dated 11/13/2024.

How many FFIV shares does the insider hold after these transactions?

Direct ownership is 151,623 shares. Indirect ownership is 42,000 shares held by a family trust.

What do the Form 4 transaction codes mean here?

M indicates RSU conversion to common stock, F indicates shares withheld for taxes, and S indicates an open-market sale.

How do the RSUs for FFIV’s CEO vest?

They are service-based RSUs vesting in twelve equal quarterly increments, with each RSU converting into one share on the vest date.