F5, INC. — Director's Dealing 2022

Nov 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: F5, INC. (FFIV)
CIK: 0001048695
Period of Report: 2022-11-01

Reporting Person: WHALEN CHAD MICHAEL (EVP, Worldwide Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-01	Common Stock	M	2332	$0.00	Acquired	21198	Direct
2022-11-01	Common Stock	F	4245	$0.00	Disposed	16953	Direct
2022-11-02	Common Stock	S	1400	$140.54	Disposed	15553	Direct
2022-11-02	Common Stock	S	800	$141.38	Disposed	14753	Direct
2022-11-02	Common Stock	S	150	$142.74	Disposed	14603	Direct
2022-11-02	Common Stock	S	143	$144.37	Disposed	14460	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-01	Restricted Stock Unit	$0.00	M	921	Disposed		Common Stock (921)	Direct
2022-11-01	Restricted Stock Unit	$0.00	M	640	Disposed		Common Stock (640)	Direct
2022-11-01	Restricted Stock Unit	$0.00	M	771	Disposed		Common Stock (771)	Direct
2022-11-01	Restricted Stock Unit	$0.00	A	11416	Acquired		Common Stock (11416)	Direct

Footnotes

F1: Shares acquired upon vesting of the November 1, 2019, November 2, 2020, and November 1, 2021 awards of service-based Restricted Stock Units.

F2: This transaction was executed in multiple trades at prices ranging from $140.09 to $141.08. The reported price is the weighted average sale price. The reporting person undertakes to provide to the Company, any security holder of the Company, or Securities and Exchange Commission staff, upon request, complete information regarding the number of shares sold at each separate price.

F3: This transaction was executed in multiple trades at prices ranging from $141.10 to $141.86. The reported price is the weighted average sale price. The reporting person undertakes to provide to the Company, any security holder of the Company, or Securities and Exchange Commission staff, upon request, complete information regarding the number of shares sold at each separate price.

F4: This transaction was executed in multiple trades at prices ranging from $142.68 to $142.84. The reported price is the weighted average sale price. The reporting person undertakes to provide to the Company, any security holder of the Company, or Securities and Exchange Commission staff, upon request, complete information regarding the number of shares sold at each separate price.

F5: This transaction was executed in multiple trades at prices ranging from $144.13 to $144.50. The reported price is the weighted average sale price. The reporting person undertakes to provide to the Company, any security holder of the Company, or Securities and Exchange Commission staff, upon request, complete information regarding the number of shares sold at each separate price.

F6: Each Restricted Stock Unit represents a contingent right to receive one share of F5, Inc. Common Stock on the vest date.

F7: This November 2, 2020 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2021.

F8: 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.

F9: This November 1, 2021 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2022.

F10: This November 1, 2019 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2020.

F11: Concurrent with the award of 11,416 service-based Restricted Stock Units, the Company granted the reporting person additional Restricted
Stock Units that vest based on performance targets ("Performance RSUs"). If the performance targets are achieved at 100%, the reporting person will receive 11,416 Performance RSUs over the vesting period; the actual number of Performance RSUs received may be more or less depending on whether and to the extent that performance is greater than or less than targets. The Performance RSUs vests over a three-year period in three equal annual installments. Performance RSUs are not reported in Table II; the underlying shares of 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.

F12: This November 1, 2022 award of service-based Restricted Stock Units vests in twelve equal quarterly increments beginning February 1, 2023.