Form 4: F5 CPO Sells Shares, Receives Equity Awards

F5, Inc.'s Chief People Officer, Lyra Amber Schramm, reported the sale of 1,062 common shares and the grant of 4,487 service-based Restricted Stock Units.

Summary

• Lyra Amber Schramm, Chief People Officer of F5, Inc., reported transactions involving the company's common stock.
• Schramm sold 1,062 shares of F5, Inc. common stock at a price of $246.97 per share on November 4, 2025.
• This sale was executed under a Rule 10b5-1 trading plan established on June 9, 2025.
• Schramm was granted 4,487 service-based Restricted Stock Units (RSUs) on November 3, 2025.
• These service-based RSUs will vest in twelve equal quarterly increments, beginning on February 1, 2026.
• Additionally, Schramm received a grant of Performance RSUs, where the number of shares earned (up to 4,487) depends on achieving specific performance targets. These Performance RSUs will be reported in Table I if and when the performance targets are met.

Sentiment

Score: 5

Explanation: The filing reports standard insider transactions, including both a stock sale under a pre-planned program and a grant of equity awards, which is neutral in terms of overall company sentiment.

Positives

• Grant of 4,487 service-based Restricted Stock Units (RSUs) on November 3, 2025, aligning management's interests with long-term company performance.
• Additional grant of Performance RSUs, potentially up to 4,487 shares, contingent on achieving performance targets, further incentivizing strong company results.

Negatives

• Sale of 1,062 shares of common stock by a key executive, Lyra Amber Schramm, on November 4, 2025, at $246.97 per share.

Risks

• The actual number of Performance RSUs received may be less than the maximum 4,487 if performance targets are not fully achieved or if the reporting person does not remain employed during the vesting period.

Future Outlook

The reporting person's future compensation includes service-based Restricted Stock Units vesting quarterly through 2029 and performance-based Restricted Stock Units contingent on achieving specific company performance targets, aligning executive incentives with future company success.

Management Comments

• Each Restricted Stock Unit represents a contingent right to receive one share of F5, Inc. Common Stock on the vest date.
• The award of 4,487 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.
• The number of Performance RSUs that can be earned will be based on performance targets, with the actual number received potentially more or less depending on performance and continued employment.

Industry Context

This Form 4 filing details routine insider transactions, including an executive stock sale under a pre-arranged trading plan and the grant of equity awards. Such transactions are common practice for executive compensation and personal financial management within the technology sector, reflecting standard incentive structures and liquidity events.

Corporate Governance

Related Party Transactions

• Sale of 1,062 shares of F5, Inc. common stock by Chief People Officer Lyra Amber Schramm to the open market.
• Grant of 4,487 service-based Restricted Stock Units and additional Performance RSUs to Chief People Officer Lyra Amber Schramm as part of her compensation package.

Stakeholder Impact

• Shareholders: The sale of shares by an executive is a routine event, typically not indicative of significant changes in company prospects, especially when executed under a 10b5-1 plan. The RSU grants align executive incentives with long-term shareholder value.
• Employees: The RSU grants are part of executive compensation, which can influence overall compensation philosophy within the company.

Next Steps

• Service-based Restricted Stock Units will begin vesting in twelve equal quarterly increments starting February 1, 2026.
• The Talent and Compensation Committee of the Board of Directors will determine if performance targets for Performance RSUs have been achieved, after which the underlying shares will be reported in Table I.

Key Dates

Keywords

F5 Inc, FFIV, Insider Trading, Form 4, Restricted Stock Units, RSU, Stock Sale, Executive Compensation, Rule 10b5-1, Lyra Amber Schramm