Werner Edward Cooper 4

4 · F5, INC. · Filed May 5, 2026

AI-generated summary of this filing

Updated May 5, 2026

F5 (FFIV) CFO Werner Cooper Sells Shares After RSU Vesting

What Happened

Werner Edward Cooper, Chief Financial Officer of F5, Inc. (FFIV), had 987 restricted stock units (RSUs) vest on May 1, 2026 (conversion noted at $0 exercise price). Of the 987 shares: 388 shares were withheld to cover tax liabilities (valued at $125,402; $323.20/share) and 599 shares were sold in an open-market transaction on May 4, 2026 for $322.33/share (~$193,076). The sale was executed under a Rule 10b5-1 trading plan.

Key Details

Transaction dates & prices:
- May 1, 2026: 987 shares acquired on vesting (exercise/conversion of RSUs) at $0.00 per share.
- May 1, 2026: 388 shares withheld for tax withholding at $323.20/share (F) — $125,402.
- May 4, 2026: 599 shares sold on the open market at $322.33/share (S) — $193,076. (Executed pursuant to a 10b5-1 plan dated 12/03/2025.)
Footnotes of note:
- RSUs are service-based awards (each RSU = one share) from awards dated Nov 1, 2024 and Nov 3, 2025; vesting schedules described in the filing (quarterly vesting).
- Filing notes inclusion of 101 shares from the employee stock purchase plan on Apr 30, 2026.
- Codes: M = exercise/conversion of derivative (RSU vesting), F = tax withholding, S = sale; sale executed per 10b5-1 plan.
Shares owned after the transactions: not specified in this Form 4 filing.
Timeliness: The Form 4 was filed on May 5, 2026. Because some transactions occurred on May 1, the filing for those May 1 transactions appears late (marked L in the filing metadata).

Context

These were RSU vesting transactions (no exercise price) followed by tax-withholding and a planned sale. The open-market sale was executed under a pre-established 10b5-1 trading plan, which is commonly used to automate insider sales and reduce questions about timing. This filing documents routine post-vesting settlement and disposition rather than a new purchase.

Form 4

Period: 2026-05-01

Chief Financial Officer

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-05-01+987→ 5,393 total
Tax Payment
Common Stock
2026-05-01$323.20/sh−388$125,402→ 5,005 total
Sale
Common Stock
[F3]
2026-05-04$322.33/sh−599$193,076→ 4,406 total
Exercise/Conversion
Restricted Stock Unit
[F4][F5][F6]
2026-05-01−453→ 2,718 total
Exercise: $0.00→ Common Stock (453 underlying)
Exercise/Conversion
Restricted Stock Unit
[F4][F7][F6]
2026-05-01−534→ 5,342 total
Exercise: $0.00→ Common Stock (534 underlying)

Footnotes (7)

[F1]Shares acquired upon the vesting of the November 1, 2024 and November 3, 2025 awards of service-based Restricted Stock Units.
[F2]Includes 101 shares acquired under the F5, Inc. Employee Stock Purchase Plan on April 30, 2026.
[F3]This transaction was executed pursuant to a Rule 10b5-1 trading plan dated 12/03/2025.
[F4]Each Restricted Stock Unit represents a contingent right to receive one share of F5, Inc. Common Stock on the vest date.
[F5]This November 1, 2024 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2025.
[F6]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.
[F7]This November 3, 2025 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2026.

Signature

/s/ Angelique M. Okeke by Power of Attorney|2026-05-05

1 file