Form 4: F5 EVP Okeke Awarded 4,007 Restricted Stock Units

F5, Inc. EVP and General Counsel Angelique M. Okeke received an award of 4,007 service-based Restricted Stock Units, with vesting commencing in February 2026.

Summary

• Angelique M. Okeke, Executive Vice President and General Counsel of F5, Inc. (FFIV), was granted 4,007 service-based Restricted Stock Units (RSUs) on November 3, 2025.
• Each RSU represents a contingent right to receive one share of F5, Inc. Common Stock upon vesting.
• These service-based RSUs will vest in twelve equal quarterly increments, beginning on February 1, 2026.
• Concurrent with this award, an additional 4,007 Performance RSUs were granted, where the actual number earned is contingent on achieving specific performance targets.
• The Performance RSUs will be reported in Table I if and when the Talent and Compensation Committee of the Board of Directors determines that the performance targets have been achieved.

Sentiment

Score: 7

Explanation: The filing reports a routine executive compensation event involving the grant of Restricted Stock Units, which is a standard practice to incentivize and retain key personnel. It has a neutral to slightly positive sentiment as it aligns executive interests with company performance.

Positives

• The award of Restricted Stock Units to a key executive aligns her long-term interests with those of F5, Inc. shareholders.
• The inclusion of performance-based RSUs incentivizes the achievement of specific company performance targets, potentially driving stronger corporate results.

Risks

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

Future Outlook

The service-based Restricted Stock Units are scheduled to vest quarterly starting February 1, 2026. The potential for additional Performance RSUs is tied to future company performance targets, which, if achieved, will result in further share grants.

Management Comments

• The company granted service-based Restricted Stock Units to align executive interests with long-term company performance and retention.
• Performance-based Restricted Stock Units are designed to incentivize the achievement of specific company performance targets.

Industry Context

The grant of Restricted Stock Units, including both service-based and performance-based components, is a common and widely accepted practice in executive compensation across the technology sector and publicly traded companies. This approach aims to attract, retain, and motivate key executives by linking their compensation directly to company performance and shareholder value creation.

Comparison to Industry Standards

• The structure of this RSU award, combining time-based vesting for retention and performance-based vesting for incentive, is consistent with best practices in executive compensation observed in comparable technology companies.
• Many large-cap tech firms utilize similar equity compensation plans to align executive interests with long-term strategic goals and shareholder returns.

Stakeholder Impact

• Shareholders: The RSU grant, particularly the performance-based component, aims to align executive incentives with long-term company performance, potentially benefiting shareholder value.
• Employees: This specific filing details executive compensation and does not directly impact the broader employee base.

Next Steps

• The 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 evaluate the achievement of performance targets for the Performance RSUs, which, if met, will lead to the reporting of underlying shares in Table I.

Key Dates

Recommendation

This Form 4 filing details a standard executive compensation event, specifically the grant of Restricted Stock Units to a key officer. Such routine transactions generally do not provide new information that would warrant a change in investment recommendation. The grant aligns executive incentives with long-term company performance, which is a positive for corporate governance, but it does not alter the fundamental investment outlook for F5, Inc.

Keywords

F5 Inc, FFIV, Restricted Stock Units, RSU award, executive compensation, insider transaction, Angelique M. Okeke, corporate governance