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F5 (FFIV) EVP Chad Whalen sells 704 shares after RSU vesting

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

Rhea-AI Filing Summary

F5, Inc. executive Chad Michael Whalen reported a mix of equity compensation vesting, tax withholding, and a small open-market sale of common stock. On May 1, 2026, service-based Restricted Stock Units vested, converting into 2,317 shares of common stock, with 910 shares withheld at $323.20 per share to cover tax obligations.

On May 4, 2026, Whalen completed an open-market sale of 704 shares of F5 common stock at an average price of $330.3006 per share pursuant to a pre-arranged Rule 10b5-1 trading plan dated December 5, 2025. After these transactions, he directly holds 27,032 shares of F5 common stock.

Positive

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Insider WHALEN CHAD MICHAEL
Role EVP, Worldwide Sales
Sold 704 shs ($233K)
Type Security Shares Price Value
Sale Common Stock 704 $330.3006 $233K
Exercise Restricted Stock Unit 668 $0.00 --
Exercise Restricted Stock Unit 717 $0.00 --
Exercise Restricted Stock Unit 932 $0.00 --
Exercise Common Stock 2,317 $0.00 --
Tax Withholding Common Stock 910 $323.20 $294K
Holdings After Transaction: Common Stock — 27,032 shares (Direct, null); Restricted Stock Unit — 6,678 shares (Direct, null)
Footnotes (1)
  1. Shares acquired upon the vesting of the November 1, 2023, November 1, 2024, and November 3, 2025 awards of service-based Restricted Stock Units. This transaction was executed pursuant to a Rule 10b5-1 trading plan dated 12/05/2025. Each Restricted Stock Unit represents a contingent right to receive one share of F5, Inc. Common Stock 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. 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, 2024 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2025. This November 1, 2023 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2024.
Open-market sale 704 shares at $330.3006/share Common stock sale on May 4, 2026
RSU-related shares delivered 2,317 shares Common stock acquired upon RSU vesting on May 1, 2026
Tax-withholding shares 910 shares at $323.20/share Shares withheld to cover tax obligations on May 1, 2026
Post-transaction holdings 27,032 shares Common stock directly owned after reported transactions
Derivative RSU exercises 932, 717 and 668 units Three RSU tranches converted to common stock on May 1, 2026
Rule 10b5-1 trading plan regulatory
"This transaction was executed pursuant to a Rule 10b5-1 trading plan dated 12/05/2025."
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
"Shares acquired upon the vesting of the 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
"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.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
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.
contingent right financial
"Each Restricted Stock Unit represents a contingent right to receive one share of F5, Inc. Common Stock on the vest date."
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).
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*
WHALEN CHAD MICHAEL
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Worldwide Sales
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 Stock05/01/2026M2,317(1)A$028,646D
Common Stock05/01/2026F910D$323.227,736D
Common Stock05/04/2026S704(2)D$330.300627,032D
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)$005/01/2026M668 (4) (5)Common Stock668$06,678D
Restricted Stock Unit(3)$005/01/2026M717 (6) (5)Common Stock717$04,304D
Restricted Stock Unit(3)$005/01/2026M932 (7) (5)Common Stock932$01,866D
Explanation of Responses:
1. Shares acquired upon the vesting of the November 1, 2023, 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 12/05/2025.
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 3, 2025 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2026.
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 1, 2024 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2025.
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

FAQ

What insider transactions did FFIV EVP Chad Whalen report?

Chad Michael Whalen reported RSU vesting that delivered 2,317 F5 common shares, 910 shares withheld to cover taxes, and an open-market sale of 704 shares at $330.3006 each under a Rule 10b5-1 plan.

How many F5 (FFIV) shares did Chad Whalen sell and at what price?

Chad Whalen sold 704 shares of F5 common stock at an average price of $330.3006 per share. The transaction was an open-market sale executed on May 4, 2026, under a pre-arranged Rule 10b5-1 trading plan.

How many F5 (FFIV) shares does Chad Whalen hold after these transactions?

After the reported transactions, Chad Whalen directly holds 27,032 shares of F5 common stock. This figure reflects RSU vesting, tax-withholding dispositions, and his May 4, 2026 open-market sale of 704 shares.

What happened to Chad Whalen’s Restricted Stock Units at F5 (FFIV)?

Service-based Restricted Stock Units granted to Chad Whalen vested, converting into 2,317 F5 common shares. These units came from November 1, 2023, November 1, 2024, and November 3, 2025 awards, each vesting in twelve equal quarterly installments if service continues.

Why were some F5 (FFIV) shares disposed of as tax withholding?

F5 withheld 910 shares from Chad Whalen at $323.20 per share to satisfy tax liabilities tied to his RSU vesting. This F-code disposition is a tax-withholding mechanism, not an open-market sale, and is common in equity compensation programs.

Was Chad Whalen’s sale of F5 (FFIV) shares pre-planned?

Yes. The 704-share sale on May 4, 2026 was executed under a Rule 10b5-1 trading plan dated December 5, 2025. Such plans pre-schedule trades, helping separate routine liquidity management from discretionary market-timing decisions.