Form 4: F5 CEO Sells Shares After RSU Vesting

F5, Inc. CEO Francois Locoh-Donou reported the acquisition of shares from RSU vesting and subsequent sales, including a transaction under a Rule 10b5-1 plan.

Summary

• Francois Locoh-Donou, President, CEO, and Director of F5, Inc., reported transactions involving F5 Common Stock.
• On November 1, 2025, 7,174 shares of Common Stock were acquired upon the vesting of service-based Restricted Stock Units (RSUs) from awards granted on November 1, 2022, November 1, 2023, and November 1, 2024.
• Concurrently, 29,424 shares of Common Stock were disposed of on November 1, 2025, at a price of $253.05 per share, likely for tax withholding related to the RSU vesting.
• An additional 1,300 shares of Common Stock were sold on November 3, 2025, at a price of $252.98 per share, executed pursuant to a Rule 10b5-1 trading plan dated November 13, 2024.
• Following these transactions, Mr. Locoh-Donou directly beneficially owns 151,623 shares of Common Stock.
• An additional 42,000 shares are indirectly beneficially owned through a family trust for the benefit of his children, with his spouse acting as trustee.
• Derivative securities (Restricted Stock Units) from the November 1, 2022, November 1, 2023, and November 1, 2024 awards vested on November 1, 2025, resulting in the disposition of 2,537, 2,523, and 2,114 RSUs respectively, as they converted to common stock.
• Remaining unvested Restricted Stock Units beneficially owned directly include 10,094 from the November 1, 2023 award and 16,911 from the November 1, 2024 award.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there are share dispositions, they are largely routine (tax withholding) or pre-planned (10b5-1 plan) following RSU vesting, which itself is a positive indicator of continued executive service and compensation.

Positives

• The acquisition of shares through RSU vesting indicates continued service by the CEO, aligning his interests with long-term company performance.
• The sale of 1,300 shares was executed under a pre-arranged Rule 10b5-1 trading plan, suggesting a planned and systematic approach to share dispositions rather than an immediate reaction to market conditions.

Negatives

• The disposition of 29,424 shares for tax withholding and an additional 1,300 shares through a trading plan represents a reduction in the CEO's direct ownership of F5, Inc. common stock.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: Routine insider transactions, especially those under 10b5-1 plans, typically have minimal impact on investor sentiment. However, any insider selling, even planned, can sometimes be viewed with slight caution by some investors.
• Employees: The vesting of RSUs is a standard component of executive compensation, reflecting the company's compensation structure.

Next Steps

• Continued vesting of the remaining 10,094 Restricted Stock Units from the November 1, 2023 award.
• Continued vesting of the remaining 16,911 Restricted Stock Units from the November 1, 2024 award.

Key Dates

Recommendation

The reported transactions are largely routine insider activities, including RSU vesting and subsequent sales for tax purposes and under a pre-established 10b5-1 plan. These types of transactions do not typically signal a significant change in the company's fundamentals or outlook that would warrant a strong buy or sell recommendation. Investors should continue to hold and monitor broader company performance and market conditions.

Keywords

F5 Inc, FFIV, Insider Trading, Form 4, Restricted Stock Units, RSU Vesting, Rule 10b5-1 Plan, CEO Stock Sale, Beneficial Ownership