Werner Edward Cooper 4

What Happened

• Werner Edward Cooper, Chief Financial Officer of F5, had restricted stock units (RSUs) vest on February 1, 2026. The filing shows 987 shares were issued (acquired) from conversion/exercise of derivative awards. As part of the vesting/settlement, 987 shares were also disposed via derivative conversions (453 and 534 shares) and an additional 418 shares were surrendered to satisfy tax withholding at $275.61 per share (total value $115,205).

Key Details

• Transaction date: February 1, 2026 (Form 4 filed Feb 3, 2026 — timely).
• Reported entries: 987 shares acquired via conversion/exercise (code M); 453 and 534 shares disposed via derivative conversion (code M); 418 shares delivered/withheld for tax liability (code F) at $275.61/share = $115,205.
• Shares owned after the transactions: not specified in the provided filing excerpt.
• Footnotes: these shares arise from service-based RSU awards granted Nov 1, 2024 and Nov 3, 2025. Each RSU converts to one share on the vest date; the awards vest in 12 equal quarterly increments (first increments began Feb 1, 2025 and Feb 1, 2026 respectively).
• No 10b5-1 plan or gift indicated; this appears to be routine RSU vesting and tax withholding rather than an open-market sale or purchase.

Context

• This was not an open-market buy or a discretionary sale — it reflects RSU vesting and net-share settlement/withholding to cover taxes. Code M entries reflect conversion/exercise of derivative awards (RSUs), and code F reflects surrender of shares to satisfy tax obligations. These kinds of filings are common when equity awards vest and do not, by themselves, indicate the insider’s view on the company’s prospects.