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  4. [Form 4] F5, INC. Insider Trading Activity

F5, Inc. (FFIV) CFO sells 599 shares under Rule 10b5-1 plan

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

Rhea-AI Filing Summary

F5, Inc. Chief Financial Officer Werner Edward Cooper reported equity award vesting, tax withholding, and a planned stock sale. On August 1, 2026, he acquired 987 shares of Common Stock upon vesting of service-based Restricted Stock Units, with 388 shares withheld to cover tax obligations. On August 3, 2026, he sold 599 shares of Common Stock at $405.92 per share pursuant to a Rule 10b5-1 trading plan dated December 3, 2025.

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Insider Werner Edward Cooper
Role Chief Financial Officer
Sold 599 shs ($243K)
Approx. gross sale proceeds $243K
Approx. exercise cost $0.00
Type Security Shares Price Value
Sale Common Stock F2 599 $405.92 $243K
Exercise Restricted Stock Unit F3, F4, F5 453 $0.00 $0.00
Exercise Restricted Stock Unit F3, F6, F5 534 $0.00 $0.00
Exercise Common Stock F1 987 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 388 $402.57 $156K
Holdings After Transaction: Restricted Stock Unit — 7,073 shares (Direct); Common Stock — 406 shares (Direct)
Footnotes (6)
  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. This transaction was executed pursuant to a Rule 10b5-1 trading plan dated 12/03/2025.
  3. F3. Each Restricted Stock Unit represents a contingent right to receive one share of F5, Inc. Common Stock on the vest date.
  4. F4. This November 1, 2024 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2025.
  5. F5. 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. F6. This November 3, 2025 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2026.
Shares sold 599 shares Common Stock sale on 2026-08-03 at $405.9200 per share under Rule 10b5-1 plan
RSU shares vested 987 shares Common Stock acquired on 2026-08-01 upon vesting of November 1, 2024 and November 3, 2025 RSU awards
Shares withheld for taxes 388 shares Code F disposition on 2026-08-01 at $402.5700 per share for tax obligations
10b5-1 plan date 12/03/2025 Rule 10b5-1 trading plan date governing the 599-share sale reported on 2026-08-03
Rule 10b5-1 trading plan regulatory
"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.
Restricted Stock Unit financial
"Each Restricted Stock Unit represents a contingent right to receive one share of F5, Inc. Common Stock"
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
"Shares acquired upon the vesting of the November 1, 2024 and November 3, 2025 awards of service-based Restricted Stock Units"
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.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What transactions did FFIV CFO Werner Edward Cooper report in this Form 4?
Werner Edward Cooper reported equity award vesting, tax withholding, and a stock sale. On August 1, 2026, 987 shares vested from Restricted Stock Units, with 388 shares withheld for taxes. On August 3, 2026, he sold 599 shares of F5 Common Stock.

How many FFIV shares did the CFO sell and at what price?
The CFO sold 599 shares of F5, Inc. Common Stock at $405.92 per share. The sale occurred on August 3, 2026 and is reported as an open-market or private transaction, reducing his holdings by that number of shares.

Were the FFIV share sales by the CFO made under a Rule 10b5-1 plan?
Yes. The 599-share sale on August 3, 2026 was executed under a Rule 10b5-1 trading plan dated December 3, 2025. The filing’s 10b5-1 checkbox is also marked, indicating affirmation of trading pursuant to such a plan.

What equity awards vested for FFIV’s CFO on August 1, 2026?
On August 1, 2026, 987 shares of F5 Common Stock were acquired upon vesting of service-based Restricted Stock Units from November 1, 2024 and November 3, 2025 awards, each vesting in twelve equal quarterly increments, subject to continued service.

How many FFIV shares were withheld for tax obligations for the CFO?
The Form 4 reports 388 shares of F5 Common Stock disposed of under code F at $402.57 per share on August 1, 2026. Code F indicates shares were withheld or delivered to satisfy tax or related obligations upon vesting.

What do the Restricted Stock Unit transactions mean for FFIV’s CFO holdings?
Two Restricted Stock Unit awards converted into a total of 987 F5 Common shares on August 1, 2026. While that increased his direct share count, 388 shares were simultaneously withheld for taxes, partially offsetting the gross number of newly issued shares.
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).
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2026		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 Stock08/01/2026M987(1)A$01,393D
Common Stock08/01/2026F388D$402.571,005D
Common Stock08/03/2026S599(2)D$405.92406D
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)$008/01/2026M453 (4) (5)Common Stock453$02,265D
Restricted Stock Unit(3)$008/01/2026M534 (6) (5)Common Stock534$04,808D
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. This transaction was executed pursuant to a Rule 10b5-1 trading plan dated 12/03/2025.
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.
Remarks:
/s/ Angelique M. Okeke by Power of Attorney08/04/2026
** 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