F5 (FFIV) 10-K risk factor changes: FY2024 vs FY2023

- Security vulnerabilities [added: or control failures] in our IT infrastructure or [removed: multi-cloud] [added: multicloud] application security and delivery solutions and services as well as unforeseen product errors could have a material adverse impact on our business results of operations, financial condition and reputation;

- Acquisitions present many risks and we may not realize the financial and strategic goals that are contemplated at the time of the [removed: transaction;][added: transaction.]

- Our operating results are exposed to risks associated with international [removed: commerce.][added: commerce;]

- The average selling price of our products may decrease and our costs may increase, which may negatively impact revenues and profits; [added: and]

[Strategic and Industry [removed: Risks](#ic462a10217a040b8a3fa0da5d06be6fe_1624)][added: Risks](#ifeff7b1376fc47f3849695e19e46267d_43)]

- We may not be able to compete effectively in the application security and delivery market; [added: and]

- Issues related to the development and use of artificial intelligence ("AI") could give rise to legal and/or regulatory action, damage our reputation or otherwise materially harm of our [removed: business][added: business;]

[Legal and Regulatory [removed: Risks](#ic462a10217a040b8a3fa0da5d06be6fe_1649)][added: Risks](#ifeff7b1376fc47f3849695e19e46267d_46)]

[Table of [removed: Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)][added: Contents](#ifeff7b1376fc47f3849695e19e46267d_7)]

- We are subject to governmental export and import controls that could subject us to liability or impair our ability to compete in international markets; [added: and]

[Financial [removed: Risks](#ic462a10217a040b8a3fa0da5d06be6fe_1673)][added: Risks](#ifeff7b1376fc47f3849695e19e46267d_49)]

- Changes in financial accounting standards may cause adverse unexpected revenue fluctuations and affect our reported results of operations; [added: and]

[Risks Related to our Common [removed: Stock](#ic462a10217a040b8a3fa0da5d06be6fe_1721)][added: Stock](#ifeff7b1376fc47f3849695e19e46267d_52)]

- Our stock price could be volatile, particularly during times of economic uncertainty and volatility in domestic and international stock markets; [added: and]

[General [removed: Risks](#ic462a10217a040b8a3fa0da5d06be6fe_1697)][added: Risks](#ifeff7b1376fc47f3849695e19e46267d_55)]

- Our business is subject to the risks of earthquakes, fire, power outages, floods, and other catastrophic events, and to interruption by man-made problems such as terrorism; [added: and]

In addition to software development costs, we are incurring costs to build and maintain infrastructure to support cloud-computing and SaaS [removed: services, and the securitization of] [added: services to secure] our customers’ data.

Security vulnerabilities [added: or control failures] in our IT infrastructure or [removed: multi-cloud] [added: multicloud] application security and delivery products and services as well as unforeseen product errors could have a material adverse impact on our business results of operations, financial condition and reputation

Our IT infrastructure and those of our partners and customers are subject to the increasing threat of intrusions by a wide range of bad actors and malicious parties, including computer programmers, hackers or sophisticated nation-state and nation-state supported [removed: actors] [added: actors,] or they may be compromised due to employee error or wrongful conduct, malfeasance, or other disruptions.

If any breach or attack compromises our IT infrastructure, creates system disruptions or slowdowns or exploits security vulnerabilities therein, the information stored on our networks or those of our customers could be accessed and modified, publicly disclosed, [added: or] lost or stolen, and we may be subject to liability to our customers, [added: individuals,] suppliers, business partners and others, and [added: may] suffer reputational and financial harm.

Our [removed: multi-cloud] [added: multicloud] application security and delivery products and services are used by our customers to manage their critical applications and data.

Bad actors and other malicious parties, [added: have in the past and] may attempt [added: in the future] to exploit security [added: vulnerabilities and control weaknesses] in our internal IT infrastructure or cloud environments that support our SaaS-based and managed solutions and services as well as our products that may be deployed in a customer environment.

Despite our efforts to harden our IT infrastructure, our security and delivery products and services against these risks, [added: those efforts may not be successful, and] from time to time, [removed: we experience attacks] [added: those systems] and [removed: other cyber-threats.][added: products could be compromised.]

[removed: While we have undertaken efforts] [added: Threat actors can seek] to [added: exploit, among other things, known or unknown vulnerabilities and control weaknesses in technology included in our IT infrastructure, security and delivery products and services, and failure to quickly identify, patch or] mitigate [removed: these vulnerabilities, they] [added: security vulnerabilities or strengthen security controls] could render our IT infrastructure, security and delivery products and services susceptible to a cyber-attack which may subject the Company to liability to our customers, suppliers, business partners and others, [removed: and suffer] [added: as well as] reputational and financial harm.

Our products may also contain undetected [removed: errors] [added: errors, defects,] or [removed: defects] [added: vulnerabilities] when first introduced or as new versions are released.

We have experienced these [removed: errors or defects] [added: issues] in the past in connection with new products and product upgrades.

As our products and customer IT infrastructures become increasingly complex, customers may [added: also] experience unforeseen errors in implementing our products into their IT environments.

We expect that these [removed: errors] [added: errors, defects,] or [removed: defects] [added: vulnerabilities] will be found from time to time in new or enhanced products after commencement of commercial shipments.

These problems may cause us to incur significant warranty and repair costs, divert the attention of our engineering personnel from our product development [removed: efforts and] [added: efforts,] cause significant customer relations [removed: problems.][added: problems, and impact demand for our products and services.]

We may also be subject to liability claims for [removed: damages related to product errors or defects.][added: damages.]

[removed: While we] [added: We] carry insurance policies covering [removed: this type] [added: these types] of [removed: liability,] [added: liabilities, but] these policies may not provide sufficient protection should a claim be asserted.

- delay or failure to attain market [removed: acceptance;][added: acceptance or decrease in demand for our products and services;]

The unavailability of suitable components, any interruption or delay in the supply of any of these hardware components or the inability to procure a similar component from alternate sources at acceptable prices within a reasonable time, may delay [added: the] assembly [added: of our products] and our ability to fulfill [removed: our] sales [removed: of our products] and, hence, our revenues, and may harm our business and results of operations.

In addition, two worldwide distributors of our products accounted for [removed: 30.6%] [added: 32.2%] of our total net revenue for fiscal year [removed: 2023.][added: 2024.]

As we expand our reach and role into a broader set of [removed: multi-cloud] [added: multicloud] solutions, the companies that we consider competitors evolves as well.

If our competitors are able to develop and implement compelling technological innovations or features into their product offerings or services more rapidly or successfully than [removed: us] [added: we do] in the future, our ability to compete effectively may be impacted which could negatively impact our business and results of operations.

Issues related to the development and use of artificial intelligence ("AI") could give rise to legal and/or regulatory action, damage our reputation or otherwise materially harm [removed: of] our business

AI presents risks, challenges, and [added: potential] unintended consequences that could affect our and our customers’ adoption and use of this technology.

[removed: Any of the above-described] circumstances relating to intellectual property rights disputes could result in our business and results of operations being harmed.

The provision for income taxes may also be impacted by changes in stock-based compensation, changes in the research and development tax credit laws, earnings being lower than anticipated in jurisdictions where we have lower statutory rates and being higher than anticipated in jurisdictions where we have higher statutory rates, transfer pricing adjustments, not meeting the terms and conditions of tax holidays or incentives, changes in the valuation of our deferred tax assets and liabilities, changes in actual results versus our [removed: estimates, or changes in tax laws, regulations, accounting principles or interpretations thereof, including changes to the tax laws applicable to corporate multinationals.]

[Operational and Execution Risk](#ifeff7b1376fc47f3849695e19e46267d_40)[s](#ifeff7b1376fc47f3849695e19e46267d_40)

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

Moreover, inadequate or incomplete security monitoring, logging, asset management, or internal reporting and escalation, or gaps in coverage of security tools in our environment, could impact our ability to detect and respond to threats early and efficiently, giving threat actors an opportunity to gain access to our environment undetected.

Finally, we rely on a number of third parties who connect to our network or with whom we share data, to support our business and operations, and to the extent that these third parties have weaknesses or deficiencies in their security program or vulnerabilities, they present business, operational, reputational, financial and legal risk.

If any one or more of these vendor's security is compromised, it could have similar consequences as if we experienced a security event ourselves.

Any of these may temporarily or permanently disable our end-customers’ networks, information technology infrastructure or other systems, or expose our end-customers’ networks to attacks or compromise from security threats.

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

AI solutions may use algorithms, datasets, or training methodologies that are incomplete, reflect biases, or contain other flaws or deficiencies.

The AI-related legal and regulatory landscape remains uncertain and may be inconsistent from jurisdiction to jurisdiction.

Our obligations to comply with the evolving legal and regulatory landscape could entail significant costs or limit our ability to incorporate certain AI capabilities into our offerings.

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

Any of the above-described

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

estimates, or changes in tax laws, regulations, accounting principles or interpretations thereof, including changes to the tax laws applicable to corporate multinationals.

The Company operates in countries that have enacted, or have committed to enact, a minimum tax in accordance with the Organisation for Economic Co-operation and Development’s Pillar Two framework, which may increase our tax liability in future years.

If there is a

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

In addition, we are subject to a range of new and anticipated climate-related and sustainability-focused laws and regulations, including the E.U.’s Corporate Sustainability Reporting Directive.

To meet the compliance requirements of these new regulations, we may incur extra costs to implement more internal controls, processes, and procedures, in order to assist in the oversight responsibilities for our management and board of directors.

Failure to comply with these regulations or requirements could result in investigations, sanctions, enforcement actions, fines, or litigation, potentially harming our business, operating results, or financial condition.

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

[Operational and Execution](#ic462a10217a040b8a3fa0da5d06be6fe_1599) [Risks](#ic462a10217a040b8a3fa0da5d06be6fe_1599)

To address these security risks, we devote significant resources to identify and eliminate security vulnerabilities in our multi-cloud application security and delivery products and services.

These efforts include, but are not limited to engineering and enhancing security and reliability features in our products and services, deploying security updates to address security vulnerabilities, and seek to respond to known security incidents in sufficient time to minimize any potential adverse impacts to our customers and IT infrastructure.

These attacks can seek to exploit, among other things, known or unknown vulnerabilities in technology included in our IT infrastructure, security and delivery products and services.

AI algorithms and training methodologies may be flawed.

The continuing adverse global macroeconomic conditions and related market uncertainties have, among other things, softened customer demand and customer purchase decisions, which may in turn, limit our ability to forecast future business activities involving our products and services.

Continued worsening of macroeconomic conditions could adversely affect our business, financial condition, results of operations and cash flows through, among others, softer demand of our products and services as well as unfavorable increases to our operating costs, which could negatively impact our profitability.

F5 is a leading provider of [removed: multi-cloud] [added: multicloud] application security and delivery solutions which enable our customers to develop, deploy, operate, secure, and govern applications in any architecture, from on-premises to the public cloud.

Our enterprise-grade application services are available as cloud-based, software-as-a-service, and software-only solutions optimized for [removed: multi-cloud] [added: multicloud] environments, with modules that can run independently, or as part of an integrated solution on our high-performance appliances.

F5 Distributed Cloud Services [added: provides security, multicloud networking, and edge-based computing solutions and] are offered on a subscription basis, under a unified software-as-a-service ("SaaS") platform.

The impact of these buying patterns [removed: has] led to softer demand for both our software and systems products and services.

[removed: We] [added: Over the course of fiscal 2024, we have seen customer demand stabilizing, however, we] will continue to closely monitor the macroeconomic environment and its impacts on our business.

In addition, factors such as sales price, product and services mix, inventory obsolescence, returns, component price increases, warranty costs, [added: and] global supply chain [removed: constraints, and the remaining uncertainty surrounding the COVID-19 pandemic] [added: constraints] could significantly impact our gross margins.

[Table of [removed: Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)][added: Contents](#ifeff7b1376fc47f3849695e19e46267d_7)]

[removed: The] [added: In fiscal year 2023, the] decrease [removed: in] [added: to] cash and [added: cash equivalents, short-term] investments [removed: for fiscal] [added: and long-term investments from the prior] year [removed: 2023] was primarily due to cash used for the repayment of the Term Loan Facility, including the outstanding principal balance of $350.0 million, and all accrued, but unpaid interest outstanding of $3.0 million.

Additionally, on January 31, 2020, we entered into a Revolving Credit Agreement (the "Revolving Credit Agreement") that provides for a senior unsecured revolving credit facility in an [removed: aggregate principal amount of $350.0 million (the "Revolving Credit Facility").]

As of September 30, [removed: 2023,] [added: 2024,] there were no outstanding borrowings under the Revolving Credit Facility, and we had available borrowing capacity of $350.0 million.

Our days sales outstanding for the fourth quarter of fiscal year [removed: 2023] [added: 2024] was [removed: 58.][added: 47.]

Perpetual or subscription software offerings that [removed: are] [added: are, or have the ability to be] deployed on a standalone basis, along with our SaaS offerings, are considered software revenue.

Sales commissions [removed: for initial service contracts and] [added: on SaaS] subscription offerings are deferred and then amortized as an expense on a straight-line basis over the period of [removed: benefit, which management has determined to be 4.5 years for initial service and 3 to 5 years for subscription offerings.][added: benefit.]

[removed: Worsening] [added: Uncertain] economic conditions, including inflation, higher interest rates, slower growth, fluctuations in foreign exchange rates, and [removed: developments related to the COVID-19 pandemic, and] other changes in economic conditions, may adversely affect our results of operations and financial performance.

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Products | | | | | | $ | [removed: 1,334,638] [added: 1,272,795] | | | | | $ | [removed: 1,317,117] [added: 1,334,638] | | | | | $ | [removed: 1,247,084] [added: 1,317,117] | |

| Services | | | | | | [removed: 1,478,531] [added: 1,543,325] | | | | | | [removed: 1,378,728] [added: 1,478,531] | | | | | | [removed: 1,356,332] [added: 1,378,728] | | |

| Total | | | | | | $ | [removed: 2,813,169] [added: 2,816,120] | | | | | $ | [removed: 2,695,845] [added: 2,813,169] | | | | | $ | [removed: 2,603,416] [added: 2,695,845] | |

| Products | | | | | | [removed: 47.4] [added: 45.2] | | % | | | | [removed: 48.9] [added: 47.4] | | % | | | | [removed: 47.9] [added: 48.9] | | % |

| Services | | | | | | [removed: 52.6] [added: 54.8] | | | | | | [removed: 51.1] [added: 52.6] | | | | | | [removed: 52.1] [added: 51.1] | | |

*Net Revenues.* Total net revenues increased [removed: 4.4%] [added: 0.1%] in fiscal year [removed: 2023] [added: 2024] from fiscal year [removed: 2022,] [added: 2023,] compared to an increase of [removed: 3.6%] [added: 4.4%] in fiscal year [removed: 2022] [added: 2023] from the prior year.

Overall revenue growth for the year ended September 30, [removed: 2023] [added: 2024] was due to [removed: increases] [added: an increase] in [removed: both product and] service [added: revenue driven by continued growth in maintenance contract renewals, partially offset by a decrease in product] revenue.

International revenues represented 47.1%, [removed: 44.8%] [added: 47.1%] and [removed: 47.5%] [added: 44.8%] of net revenues in fiscal years [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

*Net Product Revenues.* Net product revenues [removed: increased 1.3%] [added: decreased 4.6%] in fiscal year [removed: 2023] [added: 2024] from fiscal year [removed: 2022,] [added: 2023,] compared to an increase of [removed: 5.6%] [added: 1.3%] in fiscal year [removed: 2022] [added: 2023] from the prior year.

The [removed: increase] [added: decrease] of [removed: $70.0] [added: $61.8] million in net product revenues for fiscal year [removed: 2022] [added: 2024] was [removed: primarily] due to [removed: growth] [added: a decrease] in [removed: software revenue,] [added: systems sales,] partially offset by [removed: a decrease] [added: an increase] in [removed: systems] [added: software] revenue [removed: associated with a shortage of components to meet systems demand.][added: primarily from packaged software sales.]

| Systems revenue | | | | | | $ | [removed: 670,652] [added: 537,318] | | | | | $ | [removed: 651,902] [added: 670,652] | | | | | $ | [removed: 748,192] [added: 651,902] | |

| Software revenue | | | | | | [removed: 663,986] [added: 735,477] | | | | | | [removed: 665,215] [added: 663,986] | | | | | | [removed: 498,892] [added: 665,215] | | |

| Total net product revenue | | | | | | $ | [removed: 1,334,638] [added: 1,272,795] | | | | | $ | [removed: 1,317,117] [added: 1,334,638] | | | | | $ | [removed: 1,247,084] [added: 1,317,117] | |

| Systems revenue | | | | | | [removed: 50.2] [added: 42.2] | | % | | | | [removed: 49.5] [added: 50.2] | | % | | | | [removed: 60.0] [added: 49.5] | | % |

| Software revenue | | | | | | [removed: 49.8] [added: 57.8] | | | | | | [removed: 50.5] [added: 49.8] | | | | | | [removed: 40.0] [added: 50.5] | | |

*Software Revenues.* As a component of net product revenues, software revenues [added: increased 10.8% in fiscal year 2024, and] remained relatively flat in fiscal year 2023, compared [removed: to an increase of 33.3% in fiscal year 2022] from the prior year.

| Subscriptions1 | | | | | | $ | [removed: 555,941] [added: 623,675] | | | | | $ | [removed: 521,809] [added: 555,941] | | | | | $ | [removed: 390,202] [added: 521,809] | |

| Perpetual licenses | | | | | | [removed: 108,045] [added: 111,802] | | | | | | [removed: 143,406] [added: 108,045] | | | | | | [removed: 108,690] [added: 143,406] | | |

| Total software revenue | | | | | | $ | [removed: 663,986] [added: 735,477] | | | | | $ | [removed: 665,215] [added: 663,986] | | | | | $ | [removed: 498,892] [added: 665,215] | |

| Subscriptions1 | | | | | | [removed: 83.7] [added: 84.8] | | % | | | | [removed: 78.4] [added: 83.7] | | % | | | | [removed: 78.2] [added: 78.4] | | % |

| Perpetual licenses | | | | | | [removed: 16.3] [added: 15.2] | | | | | | [removed: 21.6] [added: 16.3] | | | | | | [removed: 21.8] [added: 21.6] | | |

*Net Service Revenues.* Net service revenues increased [removed: 7.2%] [added: 4.4%] in fiscal year [removed: 2023] [added: 2024] from fiscal year [removed: 2022,] [added: 2023,] compared to an increase of [removed: 1.7%] [added: 7.2%] in fiscal year [removed: 2022] [added: 2023] from the prior year.

In addition, we [removed: are seeing] [added: also began to see] the benefits of price increases put in place in fiscal 2022.

The following [removed: distributors of our products] [added: customers] accounted for more than 10% of total net revenue:

| Ingram Micro, Inc. | | | | | | [removed: 15.6] [added: 16.3] | | % | | | | [removed: 20.0] [added: 15.6] | | % | | | | [removed: 19.2] [added: 20.0] | | % |

In fiscal 2023 and as we entered fiscal 2024, continued customer budget constraints brought on by uncertainties in the macroeconomic environment led to delays in customer purchase decisions.

The increase in cash and investments for fiscal year 2024 was primarily due to cash provided by operating activities of $792.4 million, partially offset by $500.6 million of cash used for the repurchase of outstanding common stock under our stock repurchase program and the payment of related excise taxes.

aggregate principal amount of $350.0 million (the "Revolving Credit Facility").

Deferred revenues continued to increase in fiscal 2024 due to an increase in deferred subscription contracts, including SaaS and maintenance associated with licensed-based subscriptions, which includes sales as part of our Flex Consumption Program.

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

Sales commissions on the initial PCS for hardware, perpetual software, and for term-based license subscription offerings are deferred and then amortized as an expense on a straight-line basis over the period of benefit.

Management has determined the period of benefit to be 4.5 years for initial PCS on hardware and perpetual software offerings, and 3 to 5 years for subscription offerings.

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

The increase of $64.8 million in service revenue for fiscal year 2024 was the result of the renewal of maintenance agreements associated with perpetual offerings as customers continue to utilize their assets for longer periods of time, as well as the realization of price increases from prior periods.

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | | | | 2024 | | | | | | 2023 | | |

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

In fiscal year 2023, sales and marketing expense

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

included a decrease of $18.4 million in personnel costs, as well as a decrease of $13.2 million in marketing spend as part of cost reductions implemented by management.

The decrease in research and development expense for fiscal year 2024 was primarily due to a decrease of $36.7 million in personnel costs, largely driven by reductions in workforce as part of the first quarter of fiscal 2024 and third quarter of fiscal 2023 restructuring plans.

The decrease in general and administrative expense for fiscal year 2024 was primarily due to a decrease of $6.5 million in fees paid for professional services.

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

In addition, foreign currency gains and losses improved by $2.1 million in fiscal year 2024, compared to the prior year.

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

investments, and a decrease in interest expense of $5.5 million, compared to the prior year.

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

The increase was primarily due to cash provided by operating activities of $792.4 million for fiscal 2024, partially offset by cash used for the repurchase of outstanding common stock and the payment of related excise taxes of $500.6 million.

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

As of September 30, 2024, there were no outstanding borrowings under the Revolving Credit Facility, and we had available borrowing capacity of $350.0 million.

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07").

This ASU expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

We are currently evaluating the impact of this standard on our disclosures in the consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09").

This ASU requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures.

ASU 2023-09 will be effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

We are currently evaluating the impact of this standard on our disclosures in the consolidated financial statements.

F5 Distributed Cloud Services provides security, multi-cloud networking, and edge-based computing solutions, encompassing software solutions from what were previously branded as our Shape, Volterra, and Silverline product offerings.

Toward the end of fiscal 2022, and continuing into fiscal 2023, we saw changes in customer buying patterns due to the uncertain macroeconomic environment and resulting customer budget constraints.

We believe the current demand environment is temporary based on several factors, notably the fact that demand for our products and services stems from the growth of applications and APIs.

In addition, our stronger than normal maintenance renewals signal delays in purchases as customers extend their maintenance contracts over the products they currently own.

This softer demand for new products is brought on by the current macroeconomic uncertainties and related customer budget constraints, rather than architectural shifts or losses to competitors.

In addition, $350.0 million of cash was used for the repurchase of outstanding common stock during fiscal year 2023.

The decrease was partially offset by cash provided by operating activities of $653.4 million.

Deferred revenues continued to increase in fiscal 2023 due to an increase in maintenance renewal contracts related to our existing product installation base and the growth of our subscriptions business.

The product revenue increase was driven by an increase in systems revenue.

Service revenues increased as a result of continued growth in maintenance contract renewals.

The increase of $22.4 million in service revenue for fiscal year 2022 was the result of increased purchases or renewals of maintenance contracts driven by additions to our installed base of products.

In addition, we experienced component cost increases, expedite fees and other sourcing-related costs in fiscal 2022.

The decrease in sales and marketing expense for fiscal year 2023 was also due to a decrease of $13.2 million in marketing spend as part of cost reductions implemented by management.

In fiscal year 2022, sales and marketing expense included a decrease of $14.0 million in commissions, partially offset by an increase in employee travel and customer outreach of $12.9 million, compared to the prior year.

The increase in personnel costs were driven by growth in research and development employee headcount during fiscal year 2022, including employees from the acquisition of Threat Stack.

In fiscal year 2022, general and administrative expense included an increase of $15.4 million in personnel costs, partially offset by a decrease in fees paid to outside consultants for legal, accounting and tax services of $7.0 million and a decrease in facilities costs of $7.7 million, compared to the prior year.

The increase in personnel costs were driven by growth in general and administrative employee headcount during fiscal year 2022.

General and administrative headcount at the end of fiscal year 2022 increased to 984 from 829 at the end of fiscal year 2021.

We estimate the expenses associated with the headcount reductions will result in annualized savings of approximately $130 million.

In the first fiscal quarters of 2023 and 2022, we initiated restructuring plans to align strategic and financial objectives and optimize resources for long-term growth.

There were no restructuring expenses recorded for the year ended September 30, 2021.

The decrease in other income (expense), net for fiscal year 2022 as compared to fiscal year 2021 was primarily due to an increase in foreign currency losses of $7.8 million, and an increase in interest expense of $2.7 million, compared to the prior year.

The increase in the effective tax rate from fiscal year 2021 to 2022 is primarily due to a discrete impact recorded in fiscal year 2021 from filing the Company’s fiscal year 2020 U.S. federal income tax return.

The decrease was primarily due to cash used for the repayment of the Term Loan Facility, including the outstanding principal balance of $350.0 million, and all accrued, but unpaid interest outstanding of $3.0 million.

In fiscal year 2022, the decrease to cash and cash equivalents, short-term investments and long-term investments from the prior year was primarily due to $500.0 million of cash used for the repurchase of outstanding common stock and $68.0 million in cash paid for the acquisition of Threat Stack in the first quarter of fiscal 2022.

The decrease was also driven by $33.6 million of capital expenditures related to the expansion of our facilities to support our operations worldwide as well as investments in information technology infrastructure and equipment purchases to support our core business activities.

The decrease was partially offset by cash provided by operating activities of $442.6 million.

Recently Adopted Accounting Standards

There have been no material changes in recently issued or adopted accounting standards from those disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2022.

*Interest Rate Risk.* Our [added: current] cash [added: and cash] equivalents consist of [removed: high-quality securities,] [added: money market funds] as [added: allowed and] specified in our investment policy guidelines.

Due to the [removed: short-term] [added: current] nature of our investment portfolio, we do not believe an immediate 10% increase or decrease in interest rates would have a material effect on the fair market value of our portfolio.

[Table of [removed: Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)][added: Contents](#ifeff7b1376fc47f3849695e19e46267d_7)]

The policy limits the amount of credit exposure to any one issue or issuer to a maximum of 5% of the total portfolio with the exception of U.S. treasury and agency securities and money market funds, which are exempt from size limitation.

The policy requires investments in securities that mature in three years or less, with the average maturity being no greater than one and a half years.

These securities are subject to interest rate risk and will decrease in value if interest rates increase.

F5 is a [removed: multi-cloud] [added: multicloud] application [removed: services and] security [added: and delivery] provider committed to bringing a better digital world to life.

F5 enables [removed: organizations] [added: businesses] to [removed: provide] [added: continuously stay ahead of threats while delivering] exceptional, secure digital experiences for their [removed: customers and continuously stay ahead of threats.][added: customers.]

We sell packaged software in perpetual, [removed: subscription] [added: subscription,] and usage-based consumption models.

In [removed: addition] [added: addition,] we sell high-performance systems, [added: or hardware,] as well as a broad range of global services including maintenance, consulting, training and other technical support services.

We have [removed: 80] [added: 83] subsidiaries, branch offices, or representative offices worldwide.

In our [removed: 2023] [added: 2024] State of Application Strategy Report, [removed: 85%] [added: the majority] of organizations said they operate both legacy and modern application architectures, and operate in multiple clouds.

[removed: These hybrid environments create operational complexity and expand the threat surface area as companies] [added: Companies] are forced to deploy separate, and often inconsistent, security controls across [removed: different environments.][added: these hybrid environments, creating operational complexity and expanding the potential threat surface.]

[Table of [removed: Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)][added: Contents](#ifeff7b1376fc47f3849695e19e46267d_7)]

Our [removed: multi-cloud] [added: multicloud] application security and delivery solutions reduce our customers’ operational complexity and costs, enabling [removed: our customers to scale, secure,] [added: scalability, security,] and [removed: optimize both] [added: optimization for] legacy and modern [removed: applications,] [added: applications and APIs,] across any [removed: infrastructure to create extraordinary digital experiences for their end users.][added: infrastructure.]

[removed: We are leveraging] [added: F5 leverages a] near real-time collection of [removed: live] application telemetry, machine learning and artificial intelligence, and toolchain automation to enable [removed: applications to rapidly respond] [added: rapid response] to changes in [added: application] performance, availability, and security threats with little to no human interaction.

Solving [removed: multi-cloud] [added: multicloud] application [removed: delivery and] security [added: and delivery] challenges

Through our organic innovation and inorganic investments, we have created the broadest portfolio of [removed: multi-cloud] [added: multicloud] application security and delivery technologies in the market and as a result, we are [removed: the only provider] capable of serving any application or API in any environment.

Our BIG-IP family [added: primarily] serves traditional applications on premises, co-located or in cloud environments.

As a result of this broad portfolio, we are the only provider capable of supporting our customers’ modern and legacy application security and delivery needs across any environment — on premises, co-located, in a cloud or at the edge — with the added flexibility of multiple deployment models including [removed: packaged software,] SaaS, managed [removed: services] [added: services, packaged software,] and hardware offerings.

F5 uses AI in its [added: application delivery and] security solutions to support performance and efficacy.

Today, our customers are able to further benefit from our [removed: three-pronged] [added: four-pronged] AI strategy.

Second, we are [removed: building] [added: leveraging] AI models [removed: leveraging] [added: in] our current data fabric in order to enhance our existing products.

[removed: Finally,] [added: Third,] we are working to build new offerings based on the changing application and data security landscapes and the customer needs associated with these changes.

F5’s leading security capabilities combined with our hybrid [removed: multi-cloud] [added: multicloud] approach enables our customers to deploy a consistent security posture across their entire application estate.

[removed: After announcing and launching in fiscal year 2022, we] [added: We] continue to focus investment in expanding our SaaS-based offerings within F5 Distributed Cloud Services, our comprehensive unified, security, networking, and application delivery service.

F5’s portfolio of [removed: multi-cloud] [added: multicloud] application [removed: services and] security [added: and delivery] technologies are enabling customers to address the challenges of delivering differentiated digital experiences to their customers.

Our [removed: multi-cloud,] [added: multicloud,] infrastructure-agnostic approach means customers can use F5 to create a more unified experience across disparate hybrid IT environments, enhancing automation and driving operational and cost efficiencies.

F5 Distributed Cloud Services leverages the F5 Global Network, a purpose-built, cloud-based, global private backbone to deliver performance, reliability, and control across hybrid, [removed: multi-cloud,] [added: multicloud,] or edge environments.

- Advanced Web Application Firewall (“WAF”) capabilities through F5’s BIG-IP WAF engine, which allows our customers to quickly apply, secure, and manage uniform comprehensive security policies at scale, across data centers, [removed: multi-clouds,] [added: public or private clouds,] and edge [removed: computing.][added: computing environments.]

- F5 Distributed Cloud DNS. A cloud-based Domain Name System (“DNS”) solution that offers DNS delivery across [removed: multi-cloud] [added: multicloud] environments and modern applications.

- F5 Distributed Cloud CDN. A high-performance, [removed: multi-cloud] [added: multicloud] and edge focused content delivery network (“CDN”) solution that allows our customers to efficiently connect, secure, and optimize applications and workloads across multi- and hybrid-cloud environments through efficiently leveraging the integrated tools and technologies in the F5 Distributed Cloud Platform.

As F5 expands its reach and role into a broader set of [removed: multi-cloud] [added: multicloud] security and delivery solutions, the companies that we consider competitors evolve.

We compete against companies that offer web application firewalls, server load balancing, traffic management, and other functions normally associated with application delivery, application security, [removed: multi-cloud networking,] and [removed: policy management.][added: multicloud networking.]

Within application delivery, our customers have the best of both worlds: reliability that F5’s always been known for – across any environment from on-premises to [removed: multi-cloud;] [added: multicloud;] and agility and flexibility enabled by lightweight modern technologies, without compromising security or manageability.

Our BIG-IP offerings compete against Citrix [removed: Systems] and [removed: VMware.][added: Broadcom.]

Our lightweight, [added: agile,] developer-friendly F5 NGINX offerings, which provide capabilities like optimizing Kubernetes traffic management and load balancing cloud-native and hybrid cloud applications compete against Amazon Web Services ("AWS"), Google Cloud Platform, Envoy, [removed: HAProxy,] and [removed: Microsoft Azure.][added: HAProxy.]

In application security, we compete with [removed: companies] [added: vendors] that offer web application firewall, bot detection and mitigation, API protection, carrier-grade firewall, carrier-grade network address translation ("NAT"), SSL orchestration, access policy management, and DDoS mitigation including Akamai, Cisco, [removed: Citrix Systems,] Cloudflare, Fortinet, [removed: Imperva,] Juniper Networks, Palo [removed: Alto] [added: Alto, Radware,] and [removed: Radware.][added: Thales.]

F5 [removed: Distributed Cloud Services use cases include multi-cloud networking,] [added: competes with traditional edge players including Akamai, Cloudflare and Fastly,] as well as [removed: security offered as SaaS, competing with traditional] networking vendors including [removed: VMware] [added: Broadcom] and Cisco, [added: and] pure-play vendors like Aviatrix, and [removed: to some extent] public cloud providers.

Our customers include [removed: a wide variety of enterprises and service providers among Fortune 1000 and Business Week Global 1000 companies, including those] [added: businesses] in technology, telecommunications, financial services, transportation, education, manufacturing, healthcare, and government.

In fiscal year [removed: 2023,] [added: 2024,] sales outside of the Americas represented [removed: 43.7%] [added: 43.8%] of our net revenues.

Our sales teams sell our products and services directly to customers [removed: by] working closely with our channel partners including distributors, value-added resellers (“VARs”), managed service providers (“MSPs”), and systems integrators.

As we continue to expand our [removed: offerings and our range of consumption models,] [added: offerings,] we are focused on driving the compelling and unique value proposition of [removed: F5] [added: F5's solutions] among our existing customers, including new buying centers within existing customers, as well as with new customers.

To do so, we are revitalizing our [removed: brand to inform] [added: brand, informing current] customers about our expanded [removed: portfolio] [added: portfolio,] and [removed: broaden] [added: broadening] our reach with new customers.

We continue to focus on our core NetOps [added: buying] persona while seeking to expand our relationships with DevOps, SecOps, CISO and Cloud Architect audiences.

We [removed: invest] [added: are investing] in driving brand, demand, and advocacy experiences, addressing touchpoints across the customer journey to ensure we do all we can to enable our customers to realize value in their investments with F5.

Finally, we are pursuing partnerships with AI players to help secure and deliver AI workloads.

F5 Distributed Cloud Service is also now helping our BIG-IP and NGINX customers expand and simplify their visibility and management of these solutions.

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

- F5 BIG-IP Next. F5 BIG-IP Next is the next version of BIG-IP rearchitected to be more modern, scalable and secure with a Kubernetes based architecture.

With BIG-IP Next, customers will be able to secure and deploy apps and APIs faster and with less downtime.

With the introduction of BIG-IP Next Central Manager, customers will also be able to leverage new fleet management and observability capabilities.

BIG-IP Next is generally available now for local traffic management and web application firewall with remaining elements of the BIG-IP software portfolio to come.

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

F5 Distributed Cloud Services use cases include application and API security delivered as SaaS, as well as multicloud networking.

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

Our customers include a wide variety of large enterprise businesses, public sector institutions, governments, and service providers, including many among Fortune 1000 and Business Week Global 1000 companies.

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

F5’s commitment to its employees is to be a human-first and high-performing team equipped with the tools and expertise to deliver extraordinary impact on what matters most to F5, our customers, and our partners.

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

- 88% of employees favorably rate “My manager genuinely cares about my well-being.”

- 89% of employees favorably rate “F5 shows a commitment to ethical business decisions and conduct.”

The employee comments in the survey highlighted a consistently strong sense of team camaraderie, but broader organizational changes contributed to a year-over-year decline in our belonging score.

F5 is concentrating its efforts and programs on improving our belonging score, to foster the culture that is important to our employees' and our company's performance.

F5 is steadfast in its commitment to create a diverse and inclusive workplace.

Since our first EIG was established in 2013, these global communities, where everyone is welcome, have grown significantly.

In fiscal year 2024, our EIGs represent over 2,000 employees.

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

F5's Environmental, Social and Governance (“ESG”) programs are guided by our fundamental principle to “do the right thing” for each other, our customers, our shareholders, and our communities.

We plan to meet this target by optimizing our energy use, sourcing more renewable energy, and enhancing the sustainability of our products and supply chain processes.

As evidence of our progress towards our science-based target, F5’s most recent annual ESG report in April 2024 disclosed a 31% reduction in our total emissions during fiscal year 2023.

This achievement was driven by a 40% reduction in Scope 1 and 2 emissions and a 30% reduction in Scope 3 emissions.

To ensure the integrity of our emissions reporting, F5 also secured third-party verification for our Scope 1 and 2 emissions data from fiscal year 2023.

The auditor’s verification letter is available on page 20 of F5’s 2023 ESG report at f5.com under the ‘‘Company — Investor Relations — ESG’’ section.

We are proud that employees direct the entirety of Global Good’s donations, through both the Company matching program and grant selection committees.

Governance. Our guiding principle to "do the right thing" is set forth in F5’s Code of Business Conduct and Ethics, with oversight led by our Board of Directors.

In fiscal year 2024, F5 added a Risk Committee to assist its Board of Directors’ oversight of the Company’s strategic, legal & regulatory, talent management, technology & cybersecurity, environmental (including climate), and other operational risks.

The Risk Committee’s responsibilities include monitoring, reviewing, and providing guidance regarding applicable risk policies and processes, as well as providing feedback on related risk analysis and reporting.

In conjunction, the Risk Committee reviews and assesses F5’s cybersecurity risk exposure and evaluates the adequacy and effectiveness of related risk management processes and policies, including data privacy and security, business continuity, and operational risks.

| Lyra Schramm | | | | | | 50 | | | | | | Executive Vice President and Chief People Officer | | |

| Kunal Anand | | | | | | 41 | | | | | | Executive Vice President and Chief Innovation Officer | | |

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

From June 2020 through August 2024, he previously served as Executive Vice President of Global Services and Chief Strategy Officer.

He is also responsible for leading F5's digital transformation to accelerate critical solution delivery to customers and for driving execution, productivity and efficiency company wide.

We also offer our legacy systems, F5 BIG-IP iSeries and chassis-based VIPRION systems.

We sell our products and services to large and medium enterprises, government entities, and service providers through a variety of routes to market and channels.

For fiscal year 2023, sales to two of our worldwide distributors, Ingram Micro, Inc. and Synnex Corporation represented 15.6% and 15.0% of our total revenues, respectively.

F5’s commitment to its employees is to be one global and diverse team that is both human-first and high-performance and to attract and grow amazing talent.

- 87% of employees favorably rate “At F5, employees are treated equally and fairly regardless of their background.”

- 80% of employees favorably rate “F5 has a great culture."”

The employee comments in the survey highlighted recent changes in fiscal year 2023 related to the reduction in force, Freedom to Flex policy and incentive plans among the key reasons for the decline of our belonging score and underlined the areas F5 needs to enhance to maintain our culture.

At F5, we are committed to creating a more diverse and inclusive workplace.

In fiscal year 2023, the EIGs focused on intersectional events prioritizing community building, culture and talent development and diverse recruitment, with strategic counsel and support from their executive sponsors.

The EIG leaders continue to be recognized for their efforts to build a thriving community of diverse employees across F5 through quarterly bonuses.

Two significant changes were made to F5 employees’ compensation and benefits in fiscal year 2023 in response to both macroeconomic and post-COVID-19 pandemic conditions:

- In the second quarter of fiscal year 2023, we altered our incentive plans to reduce our operating budgets.

F5 eliminated the annual cash bonus for the CEO, reduced annual cash bonuses for executives by 70% and reduced the funding pool by 50% for employee Management by Objective ("MBO") plans.

- In the third quarter of fiscal year 2023, F5 updated its Freedom to Flex program to reflect the worldwide expiration of COVID-19 pandemic health and safety protocols.

To balance the company’s goals for employee collaboration and connection, with employees continued need for flexibility from their employer, F5 requires all employees within 30 commutable miles of an F5 office, accommodating 30 or more employees, to work in the office for 30 business days each quarter.

The remainder of employees worldwide continue to be offered a choice to work fully remote, hybrid or full-time in an F5 office.

At F5, we care deeply not just about what we do, but how we do it.

We consider this our uniquely human-first and high-performance approach to the way we conduct our business, and it is reflected in our commitment to Environmental, Social and Governance (“ESG”).

Environmental. In fiscal year 2023, F5 expanded its environmental initiatives by committing to a science-based target.

The company plans to reduce its operational emissions, referred to as Scope 1 and 2, by sourcing more renewable energy and improving its offices' energy efficiency.

F5 identified that the majority of the Company's emissions, however, come from the value chain, referred to as Scope 3.

This will require F5 to prioritize more sustainable design and energy performance in its products and services, followed by decarbonizing its supply chain, in order to reach its science-based target.

Governance. Our guiding principle to do the right thing for each other, our customers, our shareholders, and our communities is set forth in F5’s Code of Business Conduct and Ethics, compliance training programs and most importantly, in the behaviors we measure all employees on: BeF5 and LeadF5.

In fiscal year 2023, F5 completed its first Double Materiality Assessment, based on industry benchmarking and the engagement of hundreds of internal and external stakeholders.

This process served as F5's most recent climate-related risk identification for risks with a substantive impact and enabled the Company to identify appropriate ESG risks for our enterprise risk assessment process.

The oversight of our ESG programs is conducted by the Nominating and ESG Committee of the Board of Directors, where ESG strategy, disclosures and metrics are reviewed each quarter.

| Chad Whalen | | | | | | 52 | | | | | | Executive Vice President of Worldwide Sales | | |

He is also responsible for F5’s corporate strategy, corporate development, technology partnerships, our service provider business, and new business incubations.

*Kara Sprague* is Executive Vice President and Chief Product Officer.

She is responsible for F5’s portfolio of multi-cloud application security and delivery solutions.

Prior to joining F5 in 2017, Ms. Sprague held various leadership positions across the technology practice of McKinsey & Company.

Most recently she led the Technology, Media, and Telecom Practice for the Western Region.

Prior to McKinsey, Ms. Sprague was on the engineering staff of Oracle, Agilent Technologies, and Hewlett-Packard.

She holds a bachelor's degree and two master's degrees from Massachusetts Institute of Technology and serves on the board of Girls Who Code.

[Table of [removed: Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)][added: Contents](#ifeff7b1376fc47f3849695e19e46267d_7)]

For the fiscal year ended September 30, [removed: 2023][added: 2024]

As of March 31, [removed: 2023,] [added: 2024,] the aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant was [removed: $8,760,048,466] [added: $11,047,876,639] based on the closing sales price of the Registrant’s common stock on the NASDAQ Global Select Market on that date.

As of November [removed: 7, 2023,] [added: 12, 2024,] the number of shares of the Registrant’s common stock outstanding was [removed: 59,707,211.][added: 58,614,865.]

Information required in response to Part III of this Form 10-K (Items 10, 11, 12, 13 and 14) is hereby incorporated by reference to the specified portions of the Registrant’s Definitive Proxy Statement for the Annual Shareholders Meeting for fiscal year [removed: 2023,] [added: 2024,] which Definitive Proxy Statement shall be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days of the end of the fiscal year to which this Report relates.

| Item 1. | | | [removed: [Business](#ic462a10217a040b8a3fa0da5d06be6fe_16)] [added: [Business](#ifeff7b1376fc47f3849695e19e46267d_16)] | | | [removed: [3](#ic462a10217a040b8a3fa0da5d06be6fe_16)] [added: [3](#ifeff7b1376fc47f3849695e19e46267d_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ic462a10217a040b8a3fa0da5d06be6fe_37)] [added: Factors](#ifeff7b1376fc47f3849695e19e46267d_37)] | | | [removed: [14](#ic462a10217a040b8a3fa0da5d06be6fe_37)] [added: [14](#ifeff7b1376fc47f3849695e19e46267d_37)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ic462a10217a040b8a3fa0da5d06be6fe_40)] [added: Comments](#ifeff7b1376fc47f3849695e19e46267d_58)] | | | [removed: [29](#ic462a10217a040b8a3fa0da5d06be6fe_40)] [added: [29](#ifeff7b1376fc47f3849695e19e46267d_58)] | | |

| Item 2. | | | [removed: [Properties](#ic462a10217a040b8a3fa0da5d06be6fe_43)] [added: [Properties](#ifeff7b1376fc47f3849695e19e46267d_61)] | | | [removed: [29](#ic462a10217a040b8a3fa0da5d06be6fe_43)] [added: [31](#ifeff7b1376fc47f3849695e19e46267d_61)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ic462a10217a040b8a3fa0da5d06be6fe_46)] [added: Proceedings](#ifeff7b1376fc47f3849695e19e46267d_64)] | | | [removed: [29](#ic462a10217a040b8a3fa0da5d06be6fe_46)] [added: [31](#ifeff7b1376fc47f3849695e19e46267d_64)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ic462a10217a040b8a3fa0da5d06be6fe_49)] [added: Disclosures](#ifeff7b1376fc47f3849695e19e46267d_67)] | | | [removed: [29](#ic462a10217a040b8a3fa0da5d06be6fe_49)] [added: [31](#ifeff7b1376fc47f3849695e19e46267d_67)] | | |

| Item 5. | | | [Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ic462a10217a040b8a3fa0da5d06be6fe_55)] [added: Securities](#ifeff7b1376fc47f3849695e19e46267d_73)] | | | [removed: [30](#ic462a10217a040b8a3fa0da5d06be6fe_55)] [added: [32](#ifeff7b1376fc47f3849695e19e46267d_73)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic462a10217a040b8a3fa0da5d06be6fe_61)] [added: Operations](#ifeff7b1376fc47f3849695e19e46267d_79)] | | | [removed: [34](#ic462a10217a040b8a3fa0da5d06be6fe_61)] [added: [35](#ifeff7b1376fc47f3849695e19e46267d_79)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosure About Market [removed: Risk](#ic462a10217a040b8a3fa0da5d06be6fe_85)] [added: Risk](#ifeff7b1376fc47f3849695e19e46267d_103)] | | | [removed: [43](#ic462a10217a040b8a3fa0da5d06be6fe_85)] [added: [44](#ifeff7b1376fc47f3849695e19e46267d_103)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ic462a10217a040b8a3fa0da5d06be6fe_88)] [added: Data](#ifeff7b1376fc47f3849695e19e46267d_106)] | | | [removed: [44](#ic462a10217a040b8a3fa0da5d06be6fe_88)] [added: [45](#ifeff7b1376fc47f3849695e19e46267d_106)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ic462a10217a040b8a3fa0da5d06be6fe_160)] [added: Disclosure](#ifeff7b1376fc47f3849695e19e46267d_175)] | | | [removed: [79](#ic462a10217a040b8a3fa0da5d06be6fe_160)] [added: [78](#ifeff7b1376fc47f3849695e19e46267d_175)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ic462a10217a040b8a3fa0da5d06be6fe_163)] [added: Procedures](#ifeff7b1376fc47f3849695e19e46267d_178)] | | | [removed: [80](#ic462a10217a040b8a3fa0da5d06be6fe_163)] [added: [78](#ifeff7b1376fc47f3849695e19e46267d_178)] | | |

| Item 9B. | | | [Other [removed: Information](#ic462a10217a040b8a3fa0da5d06be6fe_166)] [added: Information](#ifeff7b1376fc47f3849695e19e46267d_181)] | | | [removed: [80](#ic462a10217a040b8a3fa0da5d06be6fe_166)] [added: [78](#ifeff7b1376fc47f3849695e19e46267d_181)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ic462a10217a040b8a3fa0da5d06be6fe_172)] [added: Governance](#ifeff7b1376fc47f3849695e19e46267d_187)] | | | [removed: [81](#ic462a10217a040b8a3fa0da5d06be6fe_172)] [added: [80](#ifeff7b1376fc47f3849695e19e46267d_187)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ic462a10217a040b8a3fa0da5d06be6fe_175)] [added: Compensation](#ifeff7b1376fc47f3849695e19e46267d_190)] | | | [removed: [81](#ic462a10217a040b8a3fa0da5d06be6fe_175)] [added: [80](#ifeff7b1376fc47f3849695e19e46267d_190)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic462a10217a040b8a3fa0da5d06be6fe_178)] [added: Matters](#ifeff7b1376fc47f3849695e19e46267d_193)] | | | [removed: [81](#ic462a10217a040b8a3fa0da5d06be6fe_178)] [added: [80](#ifeff7b1376fc47f3849695e19e46267d_193)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic462a10217a040b8a3fa0da5d06be6fe_181)] [added: Independence](#ifeff7b1376fc47f3849695e19e46267d_196)] | | | [removed: [81](#ic462a10217a040b8a3fa0da5d06be6fe_181)] [added: [80](#ifeff7b1376fc47f3849695e19e46267d_196)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ic462a10217a040b8a3fa0da5d06be6fe_184)] [added: Services](#ifeff7b1376fc47f3849695e19e46267d_199)] | | | [removed: [81](#ic462a10217a040b8a3fa0da5d06be6fe_184)] [added: [80](#ifeff7b1376fc47f3849695e19e46267d_199)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ic462a10217a040b8a3fa0da5d06be6fe_190)] [added: Schedules](#ifeff7b1376fc47f3849695e19e46267d_205)] | | | [removed: [82](#ic462a10217a040b8a3fa0da5d06be6fe_190)] [added: [81](#ifeff7b1376fc47f3849695e19e46267d_205)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ic462a10217a040b8a3fa0da5d06be6fe_193)] [added: Summary](#ifeff7b1376fc47f3849695e19e46267d_208)] | | | [removed: [82](#ic462a10217a040b8a3fa0da5d06be6fe_193)] [added: [81](#ifeff7b1376fc47f3849695e19e46267d_208)] | | |

For example, “fiscal year [removed: 2023”] [added: 2024”] and “fiscal [removed: 2023”] [added: 2024”] refer to the fiscal year ended September 30, [removed: 2023.][added: 2024.]

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

For the Fiscal Year Ended September 30, 2024

| Item 1C. | | | [Cybersecurity](#ifeff7b1376fc47f3849695e19e46267d_1682) | | | [29](#ifeff7b1376fc47f3849695e19e46267d_1682) | | |

| [PART II](#ifeff7b1376fc47f3849695e19e46267d_70) | | | | | | | | |

| Item 6. | | | [\[Reserved\]](#ifeff7b1376fc47f3849695e19e46267d_76) | | | [34](#ifeff7b1376fc47f3849695e19e46267d_76) | | |

| [PART III](#ifeff7b1376fc47f3849695e19e46267d_184) | | | | | | | | |

| [PART IV](#ifeff7b1376fc47f3849695e19e46267d_202) | | | | | | | | |

| [SIGNATURES](#ifeff7b1376fc47f3849695e19e46267d_214) | | | | | | [84](#ifeff7b1376fc47f3849695e19e46267d_214) | | |

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

| [PART II](#ic462a10217a040b8a3fa0da5d06be6fe_52) | | | | | | | | |

| Item 6. | | | [\[R](#ic462a10217a040b8a3fa0da5d06be6fe_58)[eserved\]](#ic462a10217a040b8a3fa0da5d06be6fe_58) | | | [33](#ic462a10217a040b8a3fa0da5d06be6fe_58) | | |

| [PART III](#ic462a10217a040b8a3fa0da5d06be6fe_169) | | | | | | | | |

| [PART IV](#ic462a10217a040b8a3fa0da5d06be6fe_187) | | | | | | | | |

| [SIGNATURES](#ic462a10217a040b8a3fa0da5d06be6fe_199) | | | | | | [85](#ic462a10217a040b8a3fa0da5d06be6fe_199) | | |

Risk Management and Strategy

We recognize the importance of identifying, assessing, and managing material risks associated with cybersecurity threats.

These risks include, among other things: operational risks; intellectual property theft; fraud; extortion; harm to employees or customers; violation of privacy or security laws and other litigation and legal risks; and reputational risks.

Our process for identifying and assessing material risks from cybersecurity threats operates in conjunction with our overall risk management systems and processes, covering all company risks.

Our cybersecurity risk management program is led by our Chief Information Security Officer (“CISO”), who manages our security team and is principally responsible for our cybersecurity risk assessment processes, our security controls, and our detection and response to cybersecurity incidents.

Our program includes protocols for preventing, monitoring, detecting and responding to cybersecurity events and incidents, and cross-functional coordination and governance of business continuity and disaster recovery plans.

Components of our program include:

- risk assessments designed to help identify cybersecurity threats to our products and related supportive infrastructure, critical IT systems, information, and our broader enterprise IT environment;

- monitoring, detection and collection and analysis of information regarding evolving, ongoing, and emerging threats and vulnerabilities, and corresponding actions to assess and remediate corresponding risks;

- regular testing and assessments to identify vulnerabilities;

- the periodic engagement of independent security firms and other third-party experts, where appropriate, to assess, test, and certify components of our cybersecurity program, and to otherwise assist with aspects of our cybersecurity processes and controls;

- annual cybersecurity awareness training for our employees;

- regular assessments of the design and operational effectiveness of the program’s key processes and controls by our internal audit team as well as external consultants; and

- a risk management process for third-party service providers and vendors that includes due diligence in the selection process and periodic monitoring regarding adherence to applicable cybersecurity standards.

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

We also have a cybersecurity incident response plan to assess and manage cybersecurity incidents, which includes escalation procedures based on the nature and severity of the incident, including, where appropriate, escalation to the Risk Committee and the Board.

We periodically perform tabletop exercises to test our incident response procedures, identify gaps and improvement opportunities, and assess team preparedness.

As part of our overall risk mitigation strategy, we maintain insurance coverage that is intended to address certain aspects of cybersecurity risks; however, such insurance may not be sufficient in type or amount to cover us against claims related to cybersecurity breaches, cyberattacks and other related breaches.

We periodically review our cybersecurity insurance program.

As of the date of this report, we do not believe that any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our Company, including our business strategy, results of operations or financial condition.

Despite our security measures, however, there can be no assurance that we, or third parties with whom we interact, will not experience a cybersecurity incident in the future that will materially affect us.

For more information on our cybersecurity related risks, see Part I, Item 1A.

“Risk Factors,” including “Security vulnerabilities or control failures in our IT infrastructure or multicloud application security and delivery products and services as well as unforeseen product errors could have a material adverse impact on our business, results of operations, financial condition and reputation.”

Governance

Our Board of Directors is actively involved in overseeing risks from cybersecurity threats and is assisted in that oversight by its Risk Committee.

The Risk Committee reviews and assesses the Company’s cybersecurity risk exposure and evaluates the adequacy and effectiveness of related risk management processes and policies.

As part of the oversight process, the Risk Committee has the following responsibilities, among others:

- reviews and advises on our cybersecurity and operational risk strategy, resiliency, crisis and incident management, and security-related information technology planning processes, and reviews strategy and implementation for investing in related systems, controls, and procedures with management;

- reviews our compliance with applicable global data protection and security laws and regulations, and the Company’s adoption and implementation of systems, controls and procedures designed to comply with such laws and regulations;

- reviews plans for periodic assessments and related findings and remediation of our cybersecurity and operational risk and incident response and disaster recovery programs by outside professionals;

- reviews analyses of our cybersecurity and operational risks by management and third parties, as applicable; and

- evaluates our disclosure controls and procedures related to cybersecurity to ensure timely and accurate reporting of cybersecurity and operational risks and incidents, as appropriate.

The Risk Committee meets at least four times a year and regularly reports to the full Board, including regarding its review and assessment of cybersecurity risk oversight matters and related recommendations.

The Board of Directors discusses our programs and policies related to cybersecurity and risk initiatives and considers them closely both from a risk management perspective and as part of F5’s business strategy.

The Risk Committee receives periodic updates from our CISO, and other persons the Risk Committee deems appropriate, on a range of cybersecurity matters, including those referenced above as well as on the status of the Company’s cybersecurity posture and risk mitigation efforts.

If cyber-related issues arise between Risk Committee meetings that the CISO believes could have a material adverse impact on the Company, the CISO, or another appropriate risk management leader, will report to the Chair of the Risk Committee.

At the management level, our CISO leads our enterprise-wide cybersecurity program in partnership with other business leaders, including our General Counsel and Chief Operating Officer.

These members of management are informed about and monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above.

In December 2023, our CISO retired after three years in the position, and a career spanning over twenty-five years as an industry-recognized leader in cybersecurity, information technology, and risk management.

Her replacement has served in various roles in information technology, security and risk management for over 15 years, including having previously served as the CISO of two other publicly traded technology companies.

[Table of [removed: Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)][added: Contents](#ifeff7b1376fc47f3849695e19e46267d_7)]

| | | | | | | Fiscal Year [removed: 2023] [added: 2024] | | | | | | | | | | | | Fiscal Year [removed: 2022] [added: 2023] | | | | | | | | |

| First Quarter | | | | | | $ | [removed: 159.96] [added: 180.70] | | | | | $ | [removed: 133.68] [added: 145.45] | | | | | $ | [removed: 249.00] [added: 159.96] | | | | | $ | [removed: 193.50] [added: 133.68] | |

| Second Quarter | | | | | | $ | [removed: 159.95] [added: 199.49] | | | | | $ | [removed: 135.49] [added: 171.05] | | | | | $ | [removed: 245.59] [added: 159.95] | | | | | $ | [removed: 188.50] [added: 135.49] | |

| Third Quarter | | | | | | $ | [removed: 154.04] [added: 196.35] | | | | | $ | [removed: 127.05] [added: 159.01] | | | | | $ | [removed: 215.28] [added: 154.04] | | | | | $ | [removed: 147.47] [added: 127.05] | |

| Fourth Quarter | | | | | | $ | [removed: 167.89] [added: 223.74] | | | | | $ | [removed: 142.16] [added: 169.55] | | | | | $ | [removed: 174.38] [added: 167.89] | | | | | $ | [removed: 141.91] [added: 142.16] | |

The last reported sales price of our common stock on the Nasdaq Global Select Market on November [removed: 7, 2023] [added: 12, 2024] was [removed: $156.11.][added: $244.00.]

As of November [removed: 7, 2023,] [added: 12, 2024,] there were [removed: 39] [added: 38] holders of record of our common stock.

Unregistered Securities Sold in [removed: 2023][added: 2024]

We did not sell any unregistered shares of our common stock during the fiscal year [removed: 2023.][added: 2024.]

During fiscal year [removed: 2023,] [added: 2024,] we repurchased and retired [removed: 2,454,382] [added: 2,823,608] shares of common stock at an average price of [removed: $142.62] [added: $177.08] per share and as of September 30, [removed: 2023,] [added: 2024,] we had [removed: $922] [added: $422.4] million remaining authorized to purchase shares.

[Table of [removed: Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)][added: Contents](#ifeff7b1376fc47f3849695e19e46267d_7)]

Shares repurchased and retired during the fourth quarter of fiscal year [removed: 2023] [added: 2024] are as follows (in thousands, except shares and per share data):

(1)Includes [removed: 11,489] [added: 7,705] shares withheld from restricted stock units that vested in the fourth quarter of fiscal [removed: 2023] [added: 2024] to satisfy minimum tax withholding obligations that arose on the vesting of restricted stock units.

The following graph compares the annual percentage change in the cumulative total return on shares of our common stock, the Nasdaq Composite Index, the S&P 500 Index, and the S&P 500 Information Technology Index for the period commencing September 30, [removed: 2018,] [added: 2019,] and ending September 30, [removed: 2023.][added: 2024.]

On Investment Since September 30, [removed: 2018*][added: 2019*]

[removed: ][added: ]

The Company’s closing stock price on September [removed: 29, 2023,] [added: 30, 2024,] the last trading day of the Company’s [removed: 2023] [added: 2024] fiscal year, was [removed: $161.14] [added: $220.20] per share.

* Assumes that $100 was invested September 30, [removed: 2018] [added: 2019] in shares of common stock and in each index, and that all dividends were reinvested.

| July 1, 2024 — July 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | 522,421 | |

| August 1, 2024 — August 31, 2024 | | | | | | 7,705 | | | | | | $ | 195.48 | | | | | — | | | | | | $ | 522,421 | |

| September 1, 2024 — September 30, 2024 | | | | | | 485,893 | | | | | | $ | 205.81 | | | | | 485,893 | | | | | | $ | 422,421 | |

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

On February 3, 2021, the Company entered into Accelerated Share Repurchase ("ASR") agreements with two financial institutions under which the Company paid an aggregate of $500 million.

The ASR agreements were accounted for as two separate transactions (1) a repurchase of common stock and (2) an equity-linked contract on the Company's own stock.

Upon execution of the ASR agreements, the Company received an initial delivery of 2.1 million shares for an aggregate price of $400 million, based on the market price of $194.91 per share of the Company's common stock on the date of the transaction.

The initial shares received by the Company were retired immediately upon receipt.

The equity-linked contract for the remaining $100 million, representing remaining shares to be delivered by the financial institutions under the ASR agreements, was recorded to common stock as of March 31, 2021 and was settled in the third quarter of fiscal 2021 with the Company receiving 449,049 additional shares, which were retired immediately upon receipt.

The total ASR resulted in a repurchase of 2.5 million shares of the Company's common stock at a volume weighted average repurchase price, less an agreed upon discount, of $199.90 per share.

The shares received by the Company were retired, accounted for as a reduction to stockholder’s equity in the consolidated balance sheets, and treated as a repurchase of common stock for purposes of calculating earnings per share.

The Company was not required to make any additional cash payments or delivery of common stock to the financial institutions upon settlement of the agreements.

| July 1, 2023 — July 31, 2023 | | | | | | 63,605 | | | | | | $ | 157.24 | | | | | 63,605 | | | | | | $ | 972,446 | |

| August 1, 2023 — August 31, 2023 | | | | | | 326,798 | | | | | | $ | 158.64 | | | | | 315,309 | | | | | | $ | 922,439 | |

| September 1, 2023 — September 30, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | 922,439 | |

For additional comparability, we have added the S&P 500 Information Technology Index as an industry specific index.

[Table of [removed: Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)][added: Contents](#ifeff7b1376fc47f3849695e19e46267d_7)]

| [Report of Independent Registered Public Accounting [removed: Firm](#ic462a10217a040b8a3fa0da5d06be6fe_91)] [added: Firm](#ifeff7b1376fc47f3849695e19e46267d_109)] (PCAOB ID: 238) | | | [removed: [45](#ic462a10217a040b8a3fa0da5d06be6fe_91)] [added: [46](#ifeff7b1376fc47f3849695e19e46267d_109)] | | |

| [Consolidated Balance [removed: Sheets](#ic462a10217a040b8a3fa0da5d06be6fe_94)] [added: Sheets](#ifeff7b1376fc47f3849695e19e46267d_112)] | | | [removed: [47](#ic462a10217a040b8a3fa0da5d06be6fe_94)] [added: [48](#ifeff7b1376fc47f3849695e19e46267d_112)] | | |

| [Consolidated Income [removed: Statements](#ic462a10217a040b8a3fa0da5d06be6fe_97)] [added: Statements](#ifeff7b1376fc47f3849695e19e46267d_115)] | | | [removed: [48](#ic462a10217a040b8a3fa0da5d06be6fe_97)] [added: [49](#ifeff7b1376fc47f3849695e19e46267d_115)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ic462a10217a040b8a3fa0da5d06be6fe_100)] [added: Income](#ifeff7b1376fc47f3849695e19e46267d_118)] | | | [removed: [49](#ic462a10217a040b8a3fa0da5d06be6fe_100)] [added: [50](#ifeff7b1376fc47f3849695e19e46267d_118)] | | |

| [Consolidated Statements of Shareholders' [removed: Equity](#ic462a10217a040b8a3fa0da5d06be6fe_103)] [added: Equity](#ifeff7b1376fc47f3849695e19e46267d_121)] | | | [removed: [50](#ic462a10217a040b8a3fa0da5d06be6fe_103)] [added: [51](#ifeff7b1376fc47f3849695e19e46267d_121)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ic462a10217a040b8a3fa0da5d06be6fe_106)] [added: Flows](#ifeff7b1376fc47f3849695e19e46267d_124)] | | | [removed: [51](#ic462a10217a040b8a3fa0da5d06be6fe_106)] [added: [52](#ifeff7b1376fc47f3849695e19e46267d_124)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ic462a10217a040b8a3fa0da5d06be6fe_109)] [added: Statements](#ifeff7b1376fc47f3849695e19e46267d_127)] | | | [removed: [53](#ic462a10217a040b8a3fa0da5d06be6fe_109)] [added: [54](#ifeff7b1376fc47f3849695e19e46267d_127)] | | |

[Table of [removed: Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)][added: Contents](#ifeff7b1376fc47f3849695e19e46267d_7)]

We have audited the accompanying consolidated balance sheets of F5, Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of income, of comprehensive income, of [removed: shareholders’] [added: shareholders'] equity and of cash flows for each of the three years in the period ended September 30, [removed: 2023,] [added: 2024,] including the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of September [removed: 20, 2023,] [added: 30, 2024,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2023\]] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

Revenue Recognition for Certain Products and Services [removed: Contracts]

[removed: Revenues] [added: Revenue] for post-contract customer support [removed: are] [added: is] recognized on a straight-line basis over the service contract term.

The Company’s products and services revenue was [removed: $1,335] [added: $1,273] million and [removed: $1,479] [added: $1,543] million, respectively, for the year ended September 30, [removed: 2023,] [added: 2024,] of which [removed: a portion] [added: the majority] relates to [added: revenue recognition for] certain products and [removed: services contracts.][added: services.]

The principal [removed: consideration] [added: considerations] for our determination that performing procedures relating to revenue recognition for certain products and services [removed: contracts] is a critical audit matter [removed: is] [added: are] a high degree of auditor effort in performing procedures and evaluating audit evidence related to the Company’s revenue recognition.

These procedures also included, among others, (i) testing [removed: the accuracy and existence of] certain product and service revenue recognized for a sample of [removed: revenue] transactions by obtaining and inspecting source documents, such as purchase orders, invoices, and proof of shipments or delivery, where [removed: applicable;] [added: applicable,] (ii) [removed: testing,] [added: evaluating,] on a [removed: sample] [added: test] basis, [removed: the determination of the] [added: manual adjustments made related to certain contracts; (iii) testing management’s process for determining and allocating] standalone selling price [removed: of certain] [added: to identified] performance [removed: obligations, including] [added: obligations and] testing the completeness and accuracy of the underlying data used by management; [added: (iv) testing the calculation of certain product] and [removed: (iii)] [added: service revenue recognized; and (v)] confirming a sample of outstanding customer invoice balances as of September 30, [removed: 2023] [added: 2024] and, for confirmations not returned, obtaining and inspecting source documents, such as [added: purchase orders,] invoices, proof of shipment or delivery, and subsequent cash receipts.

[added: |] November [removed: 14,] [added: 1,] 2023 [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 797,163] [added: 1,074,602] | | | | | $ | [removed: 758,012] [added: 797,163] | |

| Short-term investments | | | | | | [removed: 6,160] [added: —] | | | | | | [removed: 126,554] [added: 6,160] | | |

| Accounts receivable, net of allowances of [removed: $3,561] [added: $4,585] and [removed: $6,020] [added: $3,561] | | | | | | [removed: 454,832] [added: 389,024] | | | | | | [removed: 469,979] [added: 454,832] | | |

| Inventories | | | | | | [removed: 35,874] [added: 76,378] | | | | | | [removed: 68,365] [added: 35,874] | | |

| Other current assets | | | | | | [removed: 554,744] [added: 569,467] | | | | | | [removed: 489,314] [added: 554,744] | | |

| Total current assets | | | | | | [removed: 1,848,773] [added: 2,109,471] | | | | | | [removed: 1,912,224] [added: 1,848,773] | | |

| Property and equipment, net | | | | | | [removed: 170,422] [added: 150,943] | | | | | | [removed: 168,182] [added: 170,422] | | |

| Operating lease right-of-use assets | | | | | | [removed: 195,471] [added: 178,180] | | | | | | [removed: 227,475] [added: 195,471] | | |

| Long-term investments | | | | | | [removed: 5,068] [added: 8,580] | | | | | | [removed: 9,544] [added: 5,068] | | |

| Deferred tax assets | | | | | | [removed: 295,308] [added: 365,951] | | | | | | [removed: 183,365] [added: 295,308] | | |

| Goodwill | | | | | | [removed: 2,288,678] [added: 2,312,362] | | | | | | [removed: 2,259,282] [added: 2,288,678] | | |

| Other assets, net | | | | | | [removed: 444,613] [added: 487,517] | | | | | | [removed: 516,122] [added: 444,613] | | |

| Total assets | | | | | | $ | [removed: 5,248,333] [added: 5,613,004] | | | | | $ | [removed: 5,276,194] [added: 5,248,333] | |

| Accounts payable | | | | | | $ | [removed: 63,315] [added: 67,894] | | | | | $ | [removed: 113,178] [added: 63,315] | |

| Accrued liabilities | | | | | | [removed: 282,890] [added: 300,076] | | | | | | [removed: 309,819] [added: 282,890] | | |

| Deferred revenue | | | | | | [removed: 1,126,576] [added: 1,121,683] | | | | | | [removed: 1,067,182] [added: 1,126,576] | | |

| Total current liabilities | | | | | | [removed: 1,472,781] [added: 1,489,653] | | | | | | [removed: 1,839,951] [added: 1,472,781] | | |

| Deferred tax liabilities | | | | | | [removed: 4,637] [added: 7,179] | | | | | | [removed: 2,781] [added: 4,637] | | |

| Deferred revenue, long-term | | | | | | [removed: 648,545] [added: 676,276] | | | | | | [removed: 624,398] [added: 648,545] | | |

| Operating lease liabilities, long-term | | | | | | [removed: 239,565] [added: 215,785] | | | | | | [removed: 272,376] [added: 239,565] | | |

| Other long-term liabilities | | | | | | [removed: 82,573] [added: 94,733] | | | | | | [removed: 67,710] [added: 82,573] | | |

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

Evidence of a contract generally consists of a purchase order issued pursuant to the terms and conditions of a distributor, reseller or end user agreement.

November 18, 2024

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

| | | | | | | 2024 | | | | | | 2023 | | |

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

| Net income | | | | | | $ | 566,778 | | | | | $ | 394,948 | | | | | $ | 322,160 | |

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

| Repurchase of common stock, including excise taxes | | | | | | (2,824) | | | | | | (281,174) | | | | | | — | | | | | | (221,431) | | | | | | (502,605) | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 566,778 | | | | | | 566,778 | | |

| Other comprehensive income | | | | | | — | | | | | | — | | | | | | 2,309 | | | | | | — | | | | | | 2,309 | | |

| Balances, September 30, 2024 | | | | | | 58,094 | | | | | | $ | 5,889 | | | | | $ | (20,912) | | | | | $ | 3,144,401 | | | | | $ | 3,129,378 | |

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

| Net income | | | | | | $ | 566,778 | | | | | $ | 394,948 | | | | | $ | 322,160 | |

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

Sales commissions on the initial PCS for hardware, perpetual software, and for term-based license subscription offerings are deferred and then amortized as an expense on a straight-line basis over the period of benefit.

Management has determined the period of benefit to be 4.5 years for initial PCS on hardware and perpetual software offerings, and 3 to 5 years for subscription offerings.

It is not possible to determine the maximum potential amount under these indemnification agreements due

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07").

This ASU expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the impact of this standard on its disclosures in the consolidated financial statements.

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09").

This ASU requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures.

ASU 2023-09 will be effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the impact of this standard on its disclosures in the consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03").

This ASU requires new financial statement disclosures disaggregating prescribed expense categories within relevant income statement expense captions.

Evidence of a contract generally consists of a purchase order.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Current portion of long-term debt | | | | | | — | | | | | | 349,772 | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Years Ended September 30, | | | | | | | | | | | | | | |

| Balances, September 30, 2020 | | | | | | 61,099 | | | | | | $ | 305,453 | | | | | $ | (18,716) | | | | | $ | 1,945,531 | | | | | $ | 2,232,268 | |

| Repurchase of common stock | | | | | | (2,501) | | | | | | (411,056) | | | | | | — | | | | | | (88,944) | | | | | | (500,000) | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 331,241 | | | | | | 331,241 | | |

| Other comprehensive loss | | | | | | — | | | | | | — | | | | | | (1,357) | | | | | | — | | | | | | (1,357) | | |

Specifically, unrealized gains or losses on securities and foreign currency translation adjustments.

Recently Adopted Accounting Standards

There have been no material changes in recently issued or adopted accounting standards from those disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2022.

The transaction closed on February 1, 2023 with Lilac becoming a wholly-owned subsidiary of F5.

The addition of Lilac’s Content Delivery Network ("CDN") technologies enhances F5’s portfolio of solutions that secure and optimize any application and Application Programming Interface ("API") anywhere.

The transaction closed on October 1, 2021 with Threat Stack becoming a wholly-owned subsidiary of F5.

The allocated purchase consideration to assets acquired and liabilities assumed based on preliminary estimated fair values is presented in the following table (in thousands):

| | | | | | | | | | | | | Estimated | | |

| | | | | | | | | | | | | Useful Life | | |

| Assets acquired | | | | | | | | | | | | | | |

| Identifiable intangible assets: | | | | | | | | | | | | | | |

The estimated useful lives for the acquired intangible assets were based on the expected future cash flows associated with the respective asset.

Fiscal Year 2021 Acquisition of Volterra, Inc.

On January 5, 2021, the Company entered into a Merger Agreement (the “Volterra Merger Agreement”) with Volterra, Inc. ("Volterra"), a provider of edge-as-a-service platform solutions.

The transaction closed on January 22, 2021 with Volterra becoming a wholly-owned subsidiary of F5.

With the addition of Volterra’s technology platform, F5 is creating an edge platform built for enterprises and service providers that will be security-first and app-driven with unlimited scale.

Pursuant to the Volterra Merger Agreement, at the effective time of the Merger, the capital stock of Volterra and the vested outstanding and unexercised stock options in Volterra were cancelled and converted to the right to receive $427.2 million in cash, subject to certain adjustments and conditions set forth in the Volterra Merger Agreement.

The unvested stock options and restricted stock units in Volterra held by continuing employees of Volterra were assumed by F5, on the terms and conditions set forth in the Volterra Merger Agreement.

The Company incurred $9.5 million of transaction costs associated with the acquisition which was included in General and Administrative expenses in fiscal 2021.

The goodwill related to the Volterra acquisition is comprised primarily of expected synergies from combining operations and the acquired intangible assets that do not qualify for separate recognition.

Goodwill related to the Volterra acquisition was not deductible for tax purposes.

The results of operations of Volterra have been included in the Company's consolidated financial statements from the date of acquisition.

| Other tangible assets acquired, at fair value | | | | | | 7,499 | | | | | | | | |

| Developed technology | | | | | | 59,500 | | | | | | 7 years | | |

| Customer relationships | | | | | | 500 | | | | | | 1 year | | |

| Goodwill | | | | | | 350,863 | | | | | | | | |

| Total assets acquired | | | | | | 432,374 | | | | | | | | |

| Liabilities assumed | | | | | | (5,233) | | | | | | | | |

| Net assets acquired | | | | | | $ | 427,141 | | | | | | | |

[Table of Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, [removed: 2023] [added: 2024] and, based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, [removed: 2023.][added: 2024.]

Management conducted an assessment of the effectiveness of our internal control over financial reporting as of September 30, [removed: 2023.][added: 2024.]

Based on the results of this assessment and on those criteria, management concluded that our internal control over financial reporting was effective as of September 30, [removed: 2023.][added: 2024.]

The effectiveness of the Company’s internal control over financial reporting as of September 30, [removed: 2023,] [added: 2024,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

During the three months ended September 30, [removed: 2023,] [added: 2024,] certain of our officers and directors adopted or terminated Rule 10b5-1 trading arrangements as follows:

On [removed: August 11, 2023,] [added: September 5, 2024,] Frank Pelzer, EVP, Chief Financial Officer, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) that is designed to be in effect until [removed: October 25,] [added: December 31,] 2024 with respect to the sale of [removed: 11,300] [added: 16,493] Company shares.

[Table of [removed: Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)][added: Contents](#ifeff7b1376fc47f3849695e19e46267d_7)]

On September 5, 2024, Tom Fountain, EVP, Chief Operations Officer, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) that is designed to be in effect until November 17, 2025 with respect to the sale of 29,094 Company shares.

On September 12, 2024, Kara Sprague, EVP, Chief Product Officer, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) that is designed to be in effect until February 3, 2025 with respect to the sale of 55,840 Company shares.

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

Certain information required by this item regarding the Company’s directors and executive officers is incorporated herein by reference to the sections entitled “Board of Directors — Nominees and Continuing [removed: Directors,”] [added: Directors”] and “— Director Nomination,” “Corporate Governance — Governance — Committees of the Board — Audit [removed: & Risk Oversight Committee”] [added: Committee,” “— Insider] and [added: Derivatives Trading and Hedging Policies and Arrangements” and] “— Code of Ethics for Senior Financial [removed: Officers”] [added: Officers,”] and “Security Ownership of Certain Beneficial Owners and Management — Section 16(a) Beneficial Ownership Reporting [removed: Compliance”] [added: Compliance,”] in the Company’s definitive Proxy Statement that will be furnished to the SEC no later than January [removed: 29, 2024] [added: 28, 2025] (the “Proxy Statement”).

The information required by this item is incorporated by reference to the section entitled “Executive Compensation — Fees Paid to PricewaterhouseCoopers LLP” and “— Audit [removed: & Risk Oversight] Committee Pre-Approval Procedures” and “— Annual Independence Determination” in the Proxy Statement.

[Table of [removed: Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)][added: Contents](#ifeff7b1376fc47f3849695e19e46267d_7)]

[Table of [removed: Contents](#ic462a10217a040b8a3fa0da5d06be6fe_7)][added: Contents](#ifeff7b1376fc47f3849695e19e46267d_7)]

| 3.1 | | | | | | — | | | [Fourth Amended and Restated Articles of Incorporation of the [removed: Registrant(3)](https://www.sec.gov/Archives/edgar/data/1048695/000104869521000041/a31-articlesofincorporatio.htm)] [added: Registrant(](https://www.sec.gov/Archives/edgar/data/1048695/000104869521000041/a31-articlesofincorporatio.htm)[1](https://www.sec.gov/Archives/edgar/data/1048695/000104869521000041/a31-articlesofincorporatio.htm)[)](https://www.sec.gov/Archives/edgar/data/1048695/000104869521000041/a31-articlesofincorporatio.htm)] | | |

| 3.2 | | | | | | — | | | [Eighth Amended and Restated Bylaws adopted November 12, [removed: 2021(4)](https://www.sec.gov/Archives/edgar/data/1048695/000104869521000041/a32-bylaws11122021.htm)] [added: 2021(](https://www.sec.gov/Archives/edgar/data/1048695/000104869521000041/a32-bylaws11122021.htm)[1](https://www.sec.gov/Archives/edgar/data/1048695/000104869521000041/a32-bylaws11122021.htm)[)](https://www.sec.gov/Archives/edgar/data/1048695/000104869521000041/a32-bylaws11122021.htm)] | | |

| 4.1 | | | | | | — | | | [Description of the Registrant's [removed: Securities(5)](https://www.sec.gov/Archives/edgar/data/1048695/000104869522000033/ffiv10kex419302022.htm)] [added: Securities(](https://www.sec.gov/Archives/edgar/data/1048695/000104869522000033/ffiv10kex419302022.htm)[2](https://www.sec.gov/Archives/edgar/data/1048695/000104869522000033/ffiv10kex419302022.htm)[)](https://www.sec.gov/Archives/edgar/data/1048695/000104869522000033/ffiv10kex419302022.htm)] | | |

| 4.2 | | | | | | — | | | [Specimen Common Stock [removed: Certificate(6)](http://www.sec.gov/Archives/edgar/data/1048695/0001047469-99-013872.txt)] [added: Certificate(](https://www.sec.gov/Archives/edgar/data/1048695/0001047469-99-013872.txt)[3](https://www.sec.gov/Archives/edgar/data/1048695/0001047469-99-013872.txt)[)](https://www.sec.gov/Archives/edgar/data/1048695/0001047469-99-013872.txt)] | | |

| 10.1 | | | [removed: *] | | | — | | | [First Amendment [removed: to](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm) [](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[Revolving] [added: to Revolving] Credit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm) [(including] [added: Agreement (including] the Revolving Credit Agreement, as [removed: amended)](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[,](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm) [](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[dated] [added: amended), dated] as [removed: of](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm) [May](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm) [](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[26](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[3](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[,](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm) [between](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm) [](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[F5](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[, Inc.](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm) [](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[and] [added: of May 26, 2023, between F5, Inc. and] JPMorgan Chase Bank, N.A., as the Administrative [removed: Agent](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)] [added: Agent](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[(](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[4](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)[)](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex101firstamendmenttor.htm)] | | |

| 10.2 | | | | | | — | | | [Office Lease Agreement between the Registrant and Fifth & Columbia Investors, LLC dated May 3, [removed: 2017(7)](https://www.sec.gov/Archives/edgar/data/1048695/000119312517155818/d368864dex101.htm)] [added: 2017(](https://www.sec.gov/Archives/edgar/data/1048695/000119312517155818/d368864dex101.htm)[5](https://www.sec.gov/Archives/edgar/data/1048695/000119312517155818/d368864dex101.htm)[)](https://www.sec.gov/Archives/edgar/data/1048695/000119312517155818/d368864dex101.htm)] | | |

| 10.3 | | | | | | — | | | [Form of Indemnification Agreement between the Registrant and each of its directors and certain of its [removed: officers(8)] [added: officers(](https://www.sec.gov/Archives/edgar/data/1048695/0001047469-99-013872.txt)[6](https://www.sec.gov/Archives/edgar/data/1048695/0001047469-99-013872.txt)[)] §](https://www.sec.gov/Archives/edgar/data/1048695/0001047469-99-013872.txt) | | |

| 10.4 | | | | | | — | | | [removed: [F5](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incemployeestockpurchase.htm)[, Inc.](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incemployeestockpurchase.htm) [Employee] [added: [F5, Inc. Employee] Stock Purchase [removed: Plan](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incemployeestockpurchase.htm)[,] [added: Plan,] as amended and [removed: restated](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incemployeestockpurchase.htm)[(](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incemployeestockpurchase.htm)[9](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incemployeestockpurchase.htm)[)] [added: restated(](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incemployeestockpurchase.htm)[7](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incemployeestockpurchase.htm)[)] §](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incemployeestockpurchase.htm) | | |

| 10.5 | | | | | | — | | | [Form of Change of Control Agreement between the Registrant and the executive [removed: officers(10)] [added: officers(](https://www.sec.gov/Archives/edgar/data/1048695/000095013409009301/v52332exv10w36.htm)[8](https://www.sec.gov/Archives/edgar/data/1048695/000095013409009301/v52332exv10w36.htm)[)] §](https://www.sec.gov/Archives/edgar/data/1048695/000095013409009301/v52332exv10w36.htm) | | |

| 10.6 | | | | | | — | | | [F5, Inc. Incentive Plan, as amended and [removed: restated(](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incincentiveplan3-2023.htm)[9](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incincentiveplan3-2023.htm)[)] [added: restated(](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incincentiveplan3-2023.htm)[7](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incincentiveplan3-2023.htm)[)] §](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000014/f5incincentiveplan3-2023.htm) | | |

| 10.7 | | | | | | — | | | [Nginx, Inc. 2011 Share [removed: Plan(11) §](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000018/ffivs-8ex991assumednginxin.htm)] [added: Plan(](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000018/ffivs-8ex991assumednginxin.htm)[9)](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000018/ffivs-8ex991assumednginxin.htm) [§](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000018/ffivs-8ex991assumednginxin.htm)] | | |

| 10.8 | | | | | | — | | | [Nginx, Inc. Acquisition Equity Incentive [removed: Plan(11)] [added: Plan(](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000018/ffivs-8ex992nginxacquisiti.htm)[9](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000018/ffivs-8ex992nginxacquisiti.htm)[)] §](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000018/ffivs-8ex992nginxacquisiti.htm) | | |

| 10.9 | | | | | | — | | | [Nginx, Inc. Acquisition Equity Incentive Plan Award [removed: Agreement(12)] [added: Agreement(1](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000030/ffiv10qex1016302019.htm)[0](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000030/ffiv10qex1016302019.htm)[)] §](https://www.sec.gov/Archives/edgar/data/1048695/000104869519000030/ffiv10qex1016302019.htm) | | |

| 10.10 | | | | | | — | | | [F5 Networks, Inc. Assumed Shape 2011 Stock [removed: Plan(13)] [added: Plan(1](https://www.sec.gov/Archives/edgar/data/1048695/000104869520000009/ffivs-8ex991assumedshapese.htm)[1](https://www.sec.gov/Archives/edgar/data/1048695/000104869520000009/ffivs-8ex991assumedshapese.htm)[)] §](https://www.sec.gov/Archives/edgar/data/1048695/000104869520000009/ffivs-8ex991assumedshapese.htm) | | |

| 10.11 | | | | | | — | | | [F5 Networks, Inc. Shape Acquisition Equity Incentive [removed: Plan(13)] [added: Plan(1](https://www.sec.gov/Archives/edgar/data/1048695/000104869520000009/ffivs-8ex992shapeacquisiti.htm)[1](https://www.sec.gov/Archives/edgar/data/1048695/000104869520000009/ffivs-8ex992shapeacquisiti.htm)[)] §](https://www.sec.gov/Archives/edgar/data/1048695/000104869520000009/ffivs-8ex992shapeacquisiti.htm) | | |

| 10.12 | | | | | | — | | | [Form of 2014 Incentive Plan Award Agreement (Accelerated Vesting) as revised November [removed: 2019(14)] [added: 2019(1](https://www.sec.gov/Archives/edgar/data/0001048695/000104869520000041/ffiv10kex10199302020.htm)[2](https://www.sec.gov/Archives/edgar/data/0001048695/000104869520000041/ffiv10kex10199302020.htm)[)] §](https://www.sec.gov/Archives/edgar/data/0001048695/000104869520000041/ffiv10kex10199302020.htm) | | |

| 10.13 | | | | | | — | | | [F5 Networks, Inc. Assumed Volterra, Inc. Amended and Restated 2017 Stock [removed: Plan(15)] [added: Plan(1](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000007/ffivs-8ex991assumedvolterr.htm)[3](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000007/ffivs-8ex991assumedvolterr.htm)[)] §](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000007/ffivs-8ex991assumedvolterr.htm) | | |

| 10.14 | | | | | | — | | | [F5 Networks, Inc. Volterra Acquisition Equity Incentive [removed: Plan(15)] [added: Plan(1](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000007/ffivs-8ex992volterraacquis.htm)[3](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000007/ffivs-8ex992volterraacquis.htm)[)] §](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000007/ffivs-8ex992volterraacquis.htm) | | |

| 10.15 | | | | | | — | | | [F5 Networks, Inc. Assumed Volterra, Inc. 2019 Restricted Stock Unit Sub-Plan France (sub-plan to the F5 Networks, Inc. Assumed Volterra, Inc. Amended and Restated 2017 Stock [removed: Plan)(15)] [added: Plan)(1](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000007/ffivs-8ex993assumedvolterr.htm)[3](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000007/ffivs-8ex993assumedvolterr.htm)[)] §](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000007/ffivs-8ex993assumedvolterr.htm) | | |

| 10.16 | | | | | | — | | | [F5 Networks, Inc. Threat Stack Acquisition Equity Incentive [removed: Plan(16)] [added: Plan(1](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000037/ffivs-8ex991threatstackacq.htm)[4](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000037/ffivs-8ex991threatstackacq.htm)[)] §](https://www.sec.gov/Archives/edgar/data/0001048695/000104869521000037/ffivs-8ex991threatstackacq.htm) | | |

| 10.17 | | | | | | — | | | [Offer Letter from the Registrant to François [removed: Locoh-Donou(17)] [added: Locoh-Donou(1](https://www.sec.gov/Archives/edgar/data/1048695/000104869517000004/francoislocoh-donouofferle.htm)[5](https://www.sec.gov/Archives/edgar/data/1048695/000104869517000004/francoislocoh-donouofferle.htm)[)] §](https://www.sec.gov/Archives/edgar/data/1048695/000104869517000004/francoislocoh-donouofferle.htm) | | |

| 10.18 | | | | | | — | | | [F5, Inc. Assumed Lilac Cloud 2018 Equity Incentive [removed: Plan(18)] [added: Plan(1](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000009/ffivs-8xex991f5incassumedl.htm)[6](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000009/ffivs-8xex991f5incassumedl.htm)[)] §](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000009/ffivs-8xex991f5incassumedl.htm) | | |

| 10.19 | | | | | | — | | | [F5, Inc. Lilac Acquisition Equity Incentive [removed: Plan(18)] [added: Plan(1](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000009/ffivs-8xex992f5inclilacacq.htm)[6](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000009/ffivs-8xex992f5inclilacacq.htm)[)] §](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000009/ffivs-8xex992f5inclilacacq.htm) | | |

| 21.1 | | | * | | | — | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffiv10kex2119302023.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1048695/000104869524000185/ffiv10kex2119302024.htm)] | | |

| 23.1 | | | * | | | — | | | [Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffiv10kex2319302023.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1048695/000104869524000185/ffiv10kex2319302024.htm)] | | |

| 31.1 | | | * | | | — | | | [Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffiv10kex3119302023.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1048695/000104869524000185/ffiv10kex3119302024.htm)] | | |

| 31.2 | | | * | | | — | | | [Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffiv10kex3129302023.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1048695/000104869524000185/ffiv10kex3129302024.htm)] | | |

| 32.1 | | | * | | | — | | | [Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffiv10kex3219302023.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1048695/000104869524000185/ffiv10kex3219302024.htm)] | | |

| [removed: 97] [added: 97.1] | | | * | | | — | | | [F5, Inc. Incentive Compensation Recovery [removed: Policy](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex97incentivecompensat.htm) [§](https://www.sec.gov/Archives/edgar/data/1048695/000104869523000039/ffivex97incentivecompensat.htm)] [added: Policy §](https://www.sec.gov/Archives/edgar/data/1048695/000104869524000185/ffivex971f5incentivecompen.htm)] | | |

(1)Incorporated by reference from Current Report on Form 8-K dated [removed: December 19, 2019] [added: November 12, 2021] and filed with the SEC on [removed: December 24, 2019.][added: November 15, 2021.]

[removed: (2)Incorporated] [added: (15)Incorporated] by reference from Current Report on Form 8-K dated January [removed: 5, 2021] [added: 27, 2017] and filed with the SEC on January [removed: 7, 2021.][added: 30, 2017.]

[removed: (3)Incorporated] [added: (17)Incorporated] by reference from Current Report on Form 8-K dated [removed: November 12, 2021] [added: October 31, 2024] and filed with the SEC on November [removed: 15, 2021.][added: 5, 2024.]

[removed: (4)Incorporated] [added: (5)Incorporated] by reference from Current Report on Form 8-K dated [removed: November 12, 2021] [added: May 3, 2017] and filed with the SEC on [removed: November 15, 2021.][added: May 3, 2017.]

[removed: (5)Incorporated] [added: (2)Incorporated] by reference from Annual Report on Form 10-K for the year ended September 30, 2022.

[removed: (6)Incorporated] [added: (3)Incorporated] by reference from Exhibit 4.1 of Registration Statement on Form S-1, File No. 333-75817.

[removed: (7)Incorporated] [added: (8)Incorporated] by reference from Current Report on Form 8-K dated [removed: May 3, 2017] [added: April 29, 2009] and filed with the SEC on May [removed: 3, 2017.][added: 4, 2009.]

[removed: (8)Incorporated] [added: (6)Incorporated] by reference from Exhibit 10.1 of Registration Statement on Form S-1, File No. 333-75817.

[removed: (9)Incorporated] [added: (7)Incorporated] by reference from Current Report on Form 8-K dated March 9, 2023 and filed with the SEC on March 10, 2023.

[removed: (11)Incorporated] [added: (9)Incorporated] by reference from Registration Statement on Form S-8 File No. 333-231802.

| 10.20 | | | | | | — | | | [Transition Agreement, between Frank Pelzer and the Registrant, dated October 31, 2024(17) §](https://www.sec.gov/Archives/edgar/data/1048695/000104869524000169/ex101-fpelzertransitionagr.htm) | | |

| 19.1 | | | * | | | — | | | [F5, Inc. Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1048695/000104869524000185/ffivex191f5insidertradingp.htm) | | |

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

(4)Incorporated by reference from Exhibit 10.1 of Annual Report on Form 10-K for the year ended September 30, 2023.

[Table of Contents](#ifeff7b1376fc47f3849695e19e46267d_7)

| | | | | | | Michel Combes | | | | | | | | | | | | | | |

| By: | | | | | | /S/ JULIE GONZALEZ | | | | | | Director | | | | | | November 18, 2024 | | |

| | | | | | | Julie Gonzalez | | | | | | | | | | | | | | |

| By: | | | | | | /S/ MAYA MCREYNOLDS | | | | | | Director | | | | | | November 18, 2024 | | |

| | | | | | | Maya McReynolds | | | | | | | | | | | | | | |

| 2.1 | | | | | | — | | | [Merger Agreement, dated December 19, 2019, by and among F5 Networks, Inc., Silhouette Merger Sub, Inc., Shape Security, Inc., and Shareholder Representative Services LLC(1)+](http://www.sec.gov/Archives/edgar/data/1048695/000114036119023141/nc10007101x1_ex2-1.htm) | | |

| 2.2 | | | | | | — | | | [Merger Agreement dated as of January 5, 2021, by and among the Registrant, Voyager Merger Sub Corporation, Volterra, Inc., and Shareholder Representative Services LLC(2)+](https://www.sec.gov/Archives/edgar/data/0001048695/000114036121000498/nc10018716x1_ex2-1.htm) | | |

+ Schedules and annexes have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule and/or annex will be furnished supplementally to the Securities and Exchange Commission upon request.

(10)Incorporated by reference from Current Report on Form 8-K dated April 29, 2009 and filed with the SEC on May 4, 2009.

(17)Incorporated by reference from Current Report on Form 8-K dated January 27, 2017 and filed with the SEC on January 30, 2017.

| By: | | | | | | /S/ MARIE E. MYERS | | | | | | Director | | | | | | November 14, 2023 | | |

| | | | | | | Marie E. Myers | | | | | | | | | | | | | | |

| By: | | | | | | /S/ SRIPADA SHIVANANDA | | | | | | Director | | | | | | November 14, 2023 | | |

| | | | | | | Sripada Shivananda | | | | | | | | | | | | | | |

| | | | | | | Michel Combs | | | | | | | | | | | | | | |