Werner Edward Cooper 4

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.