F5 10-Q 2025-12-31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2025

OR

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-26041

F5, INC.

(Exact name of registrant as specified in its charter)

Washington						91-1714307
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

801 5th Avenue

Seattle, Washington 98104

(Address of principal executive offices and zip code)

(206) 272-5555

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, no par value			FFIV			NASDAQ Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer						☑						Accelerated Filer						☐
Non-accelerated Filer						☐ (Do not check if a smaller reporting company)						Smaller Reporting Company						☐
												Emerging Growth Company						☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares outstanding of the registrant’s common stock as of January 30, 2026 was 56,519,273.

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F5, INC.

QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended December 31, 2025

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			Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)			4
Consolidated Balance Sheets			4
Consolidated Income Statements			5
Consolidated Statements of Comprehensive Income			6
Consolidated Statements of Shareholders' Equity			7
Consolidated Statements of Cash Flows			8
Notes to Consolidated Financial Statements			9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Item 3. Quantitative and Qualitative Disclosures About Market Risk			26
Item 4. Controls and Procedures			27
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			27
Item 1A. Risk Factors			27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			27
Item 4. Mine Safety Disclosures			28
Item 5. Other Information			28
Item 6. Exhibits			29
SIGNATURES			30

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PART I. FINANCIAL INFORMATION

F5, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

						December 31, 2025						September 30, 2025
ASSETS
Current assets
Cash and cash equivalents						$	1,199,734					$	1,344,273
Accounts receivable, net of allowances of $2,882 and $2,877						493,627						414,433
Inventories						79,895						77,229
Other current assets						742,163						682,766
Total current assets						2,515,419						2,518,701
Property and equipment, net						157,100						156,947
Operating lease right-of-use assets						191,350						185,601
Long-term investments						17,965						15,693
Deferred tax assets						456,184						446,388
Goodwill						2,443,882						2,443,882
Other assets, net						509,782						552,280
Total assets						$	6,291,682					$	6,319,492
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable						$	60,659					$	83,972
Accrued liabilities						305,188						315,383
Deferred revenue						1,253,071						1,213,226
Total current liabilities						1,618,918						1,612,581
Deferred tax liabilities						1,911						1,921
Deferred revenue, long-term						808,590						786,011
Operating lease liabilities, long-term						234,862						230,749
Other long-term liabilities						89,137						96,231
Total long-term liabilities						1,134,500						1,114,912
Commitments and contingencies (Note 8)
Shareholders' equity
Preferred stock, no par value; 10,000 shares authorized, no shares issued and outstanding						—						—
Common stock, no par value; 200,000 shares authorized, 56,887 and 57,684 shares issued and outstanding						5,870						42,023
Accumulated other comprehensive loss						(18,195)						(18,324)
Retained earnings						3,550,589						3,568,300
Total shareholders' equity						3,538,264						3,591,999
Total liabilities and shareholders' equity						$	6,291,682					$	6,319,492

The accompanying notes are an integral part of these consolidated financial statements.

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F5, INC.

CONSOLIDATED INCOME STATEMENTS

(unaudited, in thousands, except per share amounts)

						Three Months Ended December 31,
						2025						2024
Net revenues
Products						$	410,283					$	368,497
Services						412,182						397,992
Total						822,465						766,489
Cost of net revenues
Products						92,271						82,836
Services						59,514						57,674
Total						151,785						140,510
Gross profit						670,680						625,979
Operating expenses
Sales and marketing						224,777						206,035
Research and development						141,161						130,518
General and administrative						90,598						73,023
Restructuring charges						(43)						11,321
Total						456,493						420,897
Income from operations						214,187						205,082
Other income, net						8,735						3,962
Income before income taxes						222,922						209,044
Provision for income taxes						42,868						42,599
Net income						$	180,054					$	166,445
Net income per share — basic						$	3.12					$	2.85
Weighted average shares — basic						57,650						58,305
Net income per share — diluted						$	3.10					$	2.82
Weighted average shares — diluted						58,164						59,058

The accompanying notes are an integral part of these consolidated financial statements.

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F5, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited, in thousands)

						Three Months Ended December 31,
						2025						2024
Net income						$	180,054					$	166,445
Other comprehensive income (loss):
Foreign currency translation adjustment						129						(3,287)
Total other comprehensive income (loss)						129						(3,287)
Comprehensive income						$	180,183					$	163,158

The accompanying notes are an integral part of these consolidated financial statements.

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F5, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(unaudited, in thousands)

						Common Stock												Accumulated Other Comprehensive Loss						Retained Earnings						Total Shareholders’ Equity
						Shares						Amount
						**Three Months Ended December 31

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The following discussion of our financial condition and results of operations contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. These statements include, but are not limited to, statements about our plans, objectives, expectations, strategies, intentions or other characterizations of future events or circumstances and are generally identified by the words "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and similar expressions. These forward-looking statements are based on current information and expectations and are subject to a number of risks and uncertainties. Our actual results could differ materially from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part II, Item 1A. "Risk Factors" herein and in other documents we file from time to time with the Securities and Exchange Commission. We assume no obligation to revise or update any such forward-looking statements.

Overview

F5 is a global leader in application delivery and security solutions which enables its customers to deploy, operate, secure, optimize, and govern every application and API across on-premises architectures, in the cloud, and at the network edge. Our cloud, software, and hardware solutions enable our customers to deliver fast, available, and secure digital experiences to their customers at scale. Our enterprise-grade application services are available as hardware, software, and SaaS solutions optimized for hybrid, multicloud environments, with modules that can run independently, or as part of an integrated solution on our high-performance appliances. We market and sell our products primarily through multiple indirect sales channels in our Americas; Europe, the Middle East, and Africa ("EMEA"); and Asia Pacific ("APAC") regions. Enterprise customers (Fortune 1000 or Business Week Global 1000 companies) in the technology, financial services, transportation, education, manufacturing, and health care industries, along with government customers, and service providers continue to make up the largest percentage of our customer base.

Our management team monitors and analyzes a number of key performance indicators in order to manage our business and evaluate our financial and operating performance on a consolidated basis. Those indicators include:

• Revenues. Our revenue is derived from the sales of both products and services. The majority of our product revenues are derived from sales of our application delivery and security solutions including our F5 BIG-IP software and systems, F5 NGINX software, and our F5 Distributed Cloud Services offerings. Our F5 BIG-IP software solutions are sold both on a subscription and perpetual license basis. We sell F5 NGINX on a subscription basis as deployable software or SaaS. F5 Distributed Cloud Services provides security, multicloud networking, and edge-based computing solutions and are offered on a subscription basis, under a unified SaaS platform and managed service platform. Our services revenue includes annual maintenance contracts, training and consulting services.

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We monitor the sales mix of our revenues within each reporting period. We believe customer acceptance rates of our new products, feature enhancements and consumption models are indicators of future trends. We also consider overall revenue concentration by geographic region as an additional indicator of current and future trends.

• Cost of revenues and gross margins. We strive to control our cost of revenues and thereby maintain our gross margins. Significant items impacting cost of revenues are hardware costs paid to our contract manufacturers, personnel costs, including the salaries, stock-based compensation and related benefits of our personnel, technology costs, including third-party cloud hosting and related services, depreciation of cloud infrastructure costs, software licenses expenses, and amortization expense in connection with developed technology from acquisitions. In addition, factors such as sales price, product and services mix, inventory obsolescence, returns, component price increases, warranty costs, and global supply chain constraints could significantly impact our gross margins.

• Operating expenses. Operating expenses are substantially driven by personnel and related overhead expenses. Existing headcount and future hiring plans are the predominant factors in analyzing and forecasting future operating expense trends. Other significant operating expenses that we monitor include costs associated with cyber and enterprise-wide security, marketing and promotions, travel, professional fees, technology costs, including cloud hosting and software licenses expenses, related to the development of new products and provision of services, facilities and depreciation expenses.

• Liquidity and cash flows. Our financial condition remains strong with significant cash and investments. The decrease in cash and investments for the first three months of fiscal year 2026 was primarily due to cash used to repurchase outstanding common stock under our stock repurchase program, including excise taxes, of $301.1 million, partially offset by cash provided by operating activities of $159.2 million. Going forward, we believe the primary driver of cash flows will continue to be net income from operations. We will continue to evaluate possible acquisitions of, or investments in businesses, products, or technologies that we believe are strategic, which may require the use of cash.

• Balance sheet. We view cash, short-term and long-term investments, deferred revenue, accounts receivable balances and days sales outstanding as important indicators of our financial health. Deferred revenues continued to increase in the first quarter of fiscal year 2026 primarily due to an increase in initial and renewal maintenance contracts related to strong systems shipments and our existing product installation base, respectively. Our days sales outstanding for the first quarter of fiscal year 2026 was 54. Days sales outstanding is calculated by dividing ending accounts receivable by revenue per day for a given quarter.

Cyber Incident

On October 15, 2025, we disclosed a security incident in which a threat actor maintained long-term, persistent access to F5 systems, and exfiltrated certain files, referred to as the "Cyber Incident." For further information about the Cyber Incident, see "Risk Factors" included in Item 1A of Part I and "Management’s Discussion and Analysis of Financial Condition and Results of Operations - Cyber Incident" included in Item 7 of Part II of the Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

Critical Accounting Estimates

The preparation of our financial condition and results of operations requires us to make judgments and estimates that may have a significant impact upon our financial results. We believe that, of our significant accounting policies, revenue recognition requires estimates and assumptions that require complex, subjective judgments by management, which can materially impact reported results. Actual results may differ from these estimates under different assumptions or conditions.

There were no material changes to our critical accounting policies and estimates compared to the critical accounting policies and estimates described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Form 10-K for the fiscal year ended September 30, 2025.

Recent Accounting Pronouncements

The anticipated impact of recent accounting pronouncements is discussed in Note 1 to the accompanying Notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Impact of Macroeconomic Conditions

Our overall performance depends in part on worldwide economic and geopolitical conditions and their impacts on customer behavior. Uncertain economic conditions, including inflation, tariffs and other duties, risks related to global supply chain shortages that may impact sourcing of components used within our products, higher interest rates, slower growth, fluctuations in foreign exchange rates, and other changes in economic conditions, may adversely affect our results of operations

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and financial performance. For further discussion of the potential impacts of recent macroeconomic events on our business, financial condition, and operating results, see Part I, Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

Results of Operations

The following discussion and analysis should be read in conjunction with our consolidated financial statements, related notes and risk factors included elsewhere in this Quarterly Report on Form 10-Q.

						Three Months Ended December 31,
						2025						2024
						(in thousands, except percentages)
Net revenues
Products						$	410,283					$	368,497
Services						412,182						397,992
Total						$	822,465					$	766,489
Percentage of net revenues
Products						49.9		%				48.1		%
Services						50.1						51.9
Total						100.0		%				100.0		%

Net Product Revenues. Net product revenues increased $41.8 million, or 11.3% for the three months ended December 31, 2025, from the comparable period in the prior year. The increase in net product revenues was due to an increase in revenues associated with systems of $58.6 million, partially offset by a decrease in revenues associated with software of $16.9 million.

Net Service Revenues. Net service revenues increased $14.2 million, or 3.6% for the three months ended December 31, 2025, from the comparable period in the prior year. The increase in net service revenues was primarily the result of increased initial purchases and renewals of maintenance contracts driven by growth in product revenue.

The following presents net product revenues by systems and software (in thousands):

						Three Months Ended December 31,
						2025						2024
Net product revenues
Systems revenue						$	218,356					$	159,708
Software revenue						191,927						208,789
Total net product revenue						$	410,283					$	368,497
Percentage of net product revenues
Systems revenue						53.2		%				43.3		%
Software revenue						46.8						56.7
Total net product revenue						100.0		%				100.0		%

Total systems revenue increased 36.7% for the three months ended December 31, 2025, from the comparable period in the prior year. The increase in systems revenue was primarily due to increases in customer demand. Total software revenue decreased 8.1% for the three months ended December 31, 2025, from the comparable period in the prior year. The decrease in software revenue was primarily due to decreases in perpetual software sales.

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The following distributor customers accounted for more than 10% of total net revenue:

						Three Months Ended December 31,
						2025						2024
Customer A						19.2		%				16.2		%
Customer B						15.5		%				16.8		%

The following distributor customers accounted for more than 10% of total receivables:

						December 31, 2025						September 30, 2025
Customer A						16.1		%				11.1		%
Customer B						10.6		%				17.8		%
Customer C						—						10.9		%
Customer D						11.2		%				11.4		%
Customer E						10.2		%				—

No end-user customers accounted for more than 10% of total net revenue or receivables. No other distributor customers accounted for more than 10% of total net revenue or receivables, other than those noted above.

						Three Months Ended December 31,
						2025						2024
						(in thousands, except percentages)
Cost of net revenues and gross profit
Products						$	92,271					$	82,836
Services						59,514						57,674
Total						151,785						140,510
Gross profit						$	670,680					$	625,979
Percentage of net revenues and gross margin (as a percentage of related net revenue)
Products						22.5		%				22.5		%
Services						14.4						14.5
Total						18.5						18.3
Gross margin						81.5		%				81.7		%

Cost of Net Product Revenues. Cost of net product revenues consist of finished products purchased from our contract manufacturers, personnel costs, including the salaries, stock-based compensation, and related benefits of our personnel, manufacturing overhead, freight, warranty, provisions for excess and obsolete inventory, technology costs, including third-party cloud hosting and related services, depreciation of cloud infrastructure, software licenses expenses, facilities and depreciation expenses, and amortization expenses in connection with developed technology from acquisitions. Cost of net product revenues increased primarily due to systems revenue growth.

Cost of Net Service Revenues. Cost of net service revenues consist of personnel costs, including the salaries, stock-based compensation, and related benefits of our professional services personnel, travel, technology costs, including cloud hosting and software licenses expenses, facilities and depreciation expenses. Cost of net service revenues increased $1.8 million, or 3.2% for the three months ended December 31, 2025, from the comparable period in the prior year. The increase in cost of net service revenues was primarily due to an increase in personnel costs.

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						Three Months Ended December 31,
						2025						2024
						(in thousands, except percentages)
Operating expenses
Sales and marketing						$	224,777					$	206,035
Research and development						141,161						130,518
General and administrative						90,598						73,023
Restructuring charges						(43)						11,321
Total						$	456,493					$	420,897
Operating expenses (as a percentage of net revenue)
Sales and marketing						27.3		%				26.9		%
Research and development						17.2						17.0
General and administrative						11.0						9.5
Restructuring charges						(0.0)						1.5
Total						55.5		%				54.9		%

Sales and Marketing. Sales and marketing expenses consist of personnel costs, including the salaries, commissions, stock-based compensation, and related benefits of our sales and marketing personnel, the costs of our marketing programs, including public relations, advertising and trade shows, travel, facilities, technology costs, including cloud hosting and software licenses expenses, facilities and depreciation expenses. Sales and marketing expense increased $18.7 million, or 9.1% for the three months ended December 31, 2025, from the comparable period in the prior year. The increase in sales and marketing expenses for the three months ended December 31, 2025 was primarily due to an increase of $13.8 million in personnel costs from the comparable period in prior year.

Research and Development. Research and development expenses consist of personnel costs, including the salaries, stock-based compensation, and related benefits of our product development personnel, prototype materials and other expenses related to the development of new and improved products, technology costs, including cloud hosting and software licenses expenses, facilities, depreciation and amortization expenses. Research and development expense increased $10.6 million, or 8.2% for the three months ended December 31, 2025, from the comparable period in the prior year. The increase in research and development expenses for the three months ended December 31, 2025 was primarily due to an increase of $5.6 million in professional services fees, driven by costs incurred in response to the Cyber Incident, from the comparable period in the prior year. In addition, technology costs to support the research and development organization increased $4.1 million for the three months ended December 31, 2025 from the comparable period in the prior year.

General and Administrative. General and administrative expenses consist of personnel costs, including the salaries, benefits and related costs of our executive, finance, information technology, human resource and legal personnel, third-party professional service fees, bad debt charges, costs associated with cyber and enterprise-wide security, technology costs, including cloud hosting and software licenses expenses, facilities and depreciation expenses. General and administrative expenses increased $17.6 million, or 24.1% for the three months ended December 31, 2025, from the comparable period in the prior year. The increase in general and administrative expenses for the three months ended December 31, 2025 was primarily due to an increase of $10.3 million in personnel costs and $9.3 million in costs incurred in response to the Cyber Incident from the comparable period in the prior year.

Restructuring Charges. In the first fiscal quarter of 2025, we completed a restructuring plan to align strategic and financial objectives and optimize resources for long term growth. As a result of our restructuring initiatives, we recorded charges of $11.3 million, net of adjustments, related to reductions in workforce that are reflected in our results for the three months ended December 31, 2024.

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						Three Months Ended December 31,
						2025						2024
						(in thousands, except percentages)
Other income and income taxes
Income from operations						$	214,187					$	205,082
Other income, net						8,735						3,962
Income before income taxes						222,922						209,044
Provision for income taxes						42,868						42,599
Net income						$	180,054					$	166,445
Other income and income taxes (as percentage of net revenue)
Income from operations						26.0		%				26.8		%
Other income, net						1.1						0.5
Income before income taxes						27.1						27.3
Provision for income taxes						5.2						5.6
Net income						21.9		%				21.7		%

Other Income, Net. The change in other income, net for the three months ended December 31, 2025 compared to the same period in the prior year was primarily driven by interest income and expense, investment income, and foreign currency transaction gains and losses.

Provision for Income Taxes. We record a valuation allowance to reduce our deferred tax assets to the amount we believe is more likely than not to be realized. In making these determinations we consider historical and projected taxable income, and ongoing prudent and feasible tax planning strategies in assessing the appropriateness of a valuation allowance. Our net deferred tax assets at December 31, 2025 and September 30, 2025 were $454.3 million and $444.5 million, respectively. The net deferred tax assets include valuation allowances of $34.3 million as of December 31, 2025 and September 30, 2025, which are primarily related to certain state and foreign net operating losses and tax credit carryforwards.

Our worldwide effective tax rate may fluctuate based on a number of factors, including variations in projected taxable income in the various geographic locations in which we operate, the impact of stock-based compensation, changes in the valuation of our net deferred tax assets, resolution of potential exposures, tax positions taken on tax returns filed in the various geographic locations in which we operate, and the introduction of new accounting standards or changes in tax laws or interpretations thereof in the various geographic locations in which we operate. We have recorded liabilities to address potential tax exposures related to business and income tax positions we have taken that could be challenged by taxing authorities. The ultimate resolution of these potential exposures may be greater or less than the liabilities recorded, which could result in an adjustment to our future tax expense.

Liquidity and Capital Resources

Cash and cash equivalents, short-term investments and long-term investments totaled $1,217.7 million as of December 31, 2025, compared to $1,360.0 million as of September 30, 2025, representing a decrease of $142.3 million. The decrease was primarily due to cash used for the repurchase of common stock and the payment of related excise taxes of $301.1 million during the three months ended December 31, 2025, partially offset by cash provided by operating activities of $159.2 million.

Cash provided by operating activities for the first three months of fiscal year 2026 resulted from net income of $180.1 million combined with changes in operating assets and liabilities, as adjusted for various non-cash items including stock-based compensation, deferred revenue, depreciation, impairment and amortization charges. Cash provided by operating activities for the first quarter of fiscal 2026 decreased from the comparable period in the prior year primarily due to an increase in payments made in excess of cash received from customers.

Cash from operations could be affected by various risks and uncertainties, including, but not limited to, the effects of the risks detailed in Part I, Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. However, we anticipate our current cash, cash equivalents and investment balances and anticipated cash flows generated from operations will be sufficient to meet our liquidity needs.

Cash used in investing activities was $10.6 million for the three months ended December 31, 2025, compared to cash used in investing activities of $10.0 million for the same period in the prior year. Investing activities include purchases, sales and maturities of available-for-sale securities, business acquisitions and capital expenditures. The amount of cash used in

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investing activities for the three months ended December 31, 2025 was primarily the result of $9.7 million in capital expenditures related to maintaining our operations worldwide.

Cash used in financing activities was $293.0 million for the three months ended December 31, 2025, compared to cash used in financing activities of $114.7 million for the same period in the prior year. Our financing activities for the three months ended December 31, 2025 primarily consisted of $301.1 million of cash used to repurchase shares of common stock and the payment of related excise taxes. In addition, $14.8 million in cash was used for taxes related to net share settlement of equity awards. Cash used in financing activities was partially offset by cash received from the exercise of employee stock options and stock purchases under our employee stock purchase plan of $22.8 million.

Obligations and Commitments

As of December 31, 2025, our principal commitments consisted of obligations outstanding under operating leases and purchase obligations with one of our component suppliers.

We lease our facilities under operating leases that expire at various dates through 2041. There have been no material changes in our principal lease commitments compared to those discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

In October 2022, we entered into an unconditional purchase commitment with one of our suppliers for the delivery of systems components. Under the terms of the agreement, we are obligated to purchase $10 million of component inventory annually, with a total committed amount of $40 million over a four-year term. As of December 31, 2025, we had no remaining purchase commitments under the fourth year of the agreement. We did not have any non-cancelable long-term purchase commitments outstanding as of December 31, 2025.

We have a contractual obligation to purchase inventory components procured by our primary contract manufacturer in accordance with our annual build forecast. The contractual terms of the obligation contain cancellation provisions, which reduce our liability to purchase inventory components for periods greater than one year. In order to support our build forecast, we will, from time-to-time prepay our primary contract manufacturer for inventory purchases.

Interest Rate Risk. Our current cash and cash equivalents consist of money market funds as allowed and specified in our investment policy guidelines. Due to the 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. Therefore, we do not expect our operating results or cash flows to be materially affected by a sudden change in interest rates.

Inflation Risk. We are actively monitoring the macroeconomic inflationary environment, including the impact from changes in foreign trade policies, tariffs, and other duties, but we do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations. If the inflationary environment constrains our customers’ ability to procure goods and services from us, we may see customers reprioritize these investment decisions. These macroeconomic conditions could harm our business, financial condition and results of operations.

Foreign Currency Risk. The majority of our sales, cost of net revenues, and operating expenses are denominated in U.S. dollars ("USD"). While we conduct transactions in foreign currencies and expect to continue to do so, to date we have not, and do not anticipate that related foreign currency transaction gains or losses will be significant at our current level of operations. However, as we operate in and continue to expand our operations internationally, fluctuations in foreign currency exchange rates relative to the USD, could impact our foreign currency-denominated costs and may result in operating margin volatility. To date, such fluctuations have not had a material impact on our financial results.

Management believes there have been no material changes to our quantitative and qualitative disclosures about market risk during the three month period ended December 31, 2025, compared to those discussed in our Annual Report on Form 10-K for the year ended September 30, 2025.

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The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) which are designed to ensure that required information is recorded, processed, summarized and reported within the required timeframe, as specified in the rules set forth by the Securities Exchange Commission. Our disclosure controls and procedures are also designed to ensure that information required to be disclosed is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

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 December 31, 2025 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 December 31, 2025.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

**Item 1.**Legal Proceedings

See Note 8 - Commitments and Contingencies of the Notes to Financial Statements (Part I, Item 1 of this Form 10-Q) for information regarding legal proceedings in which we are involved.

There have been no material changes to our risk factors from those described in Part I, Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, which was filed with the Securities and Exchange Commission on November 25, 2025.

**Item 2.**Unregistered Sales of Equity Securities and Use of Proceeds

On October 25, 2024, the Company announced that its Board of Directors authorized an additional $1.0 billion for its common stock share repurchase program. This authorization was incremental to the existing $6.4 billion program, initially approved in October 2010 and expanded in subsequent fiscal years. Acquisitions for the share repurchase programs will be made from time to time in private transactions, accelerated share repurchase programs, or open market purchases as permitted by securities laws and other legal requirements. The programs can be terminated at any time. As of December 31, 2025, the Company had $622.4 million remaining authorized to purchase shares under its share repurchase program.

Shares repurchased and retired for the three months ended December 31, 2025 are as follows (in thousands, except shares and per share data):

						Total Number of Shares Purchased****1						Average Price Paid per Share						Total Number of Shares Purchased per the Publicly Announced Plan						Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan****2
October 1, 2025 — October 31, 2025						—						—						—						$	922,421
November 1, 2025 — November 30, 2025						259,428						$	241.02					201,093						$	874,421
December 1, 2025 — December 31, 2025						1,002,127						$	251.47					1,002,127						$	622,421

(1)Includes 58,335 shares withheld from restricted stock units that vested in the first quarter of fiscal 2026 to satisfy minimum tax withholding obligations that arose on the vesting of restricted stock units.

(2)Shares withheld from restricted stock units that vested to satisfy minimum tax withholding obligations that arose on the vesting of such awards do not deplete the dollar amount available for purchases under the repurchase program.

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**Item 4.**Mine Safety Disclosures

Not applicable.

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the three months ended December 31, 2025, certain of our officers and directors adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" as follows:

On October 29, 2025, Kunal Anand, 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 28, 2027 with respect to the sale of 11,000 Company shares.

On October 29, 2025, Thomas Fountain, EVP, Chief Operating 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 5, 2027 with respect to the sale of 32,087 Company shares.

On October 30, 2025, Angelique Okeke, EVP, General Counsel, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) that is designed to be in effect until February 5, 2027 with respect to the sale of 5,309 Company shares.

On November 6, 2025, John Maddison, EVP, Chief Marketing Officer, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) that is designed to be in effect until August 31, 2026 with respect to the sale of 3,000 Company shares.

On December 3, 2025, François Locoh-Donou, President and Chief Executive Officer, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) that is designed to be in effect until January 29, 2027 with respect to the sale of 48,270 Company shares.

On December 3, 2025, Edward Werner, 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 November 30, 2026 with respect to the sale of 9,348 Company shares.

On December 5, 2025, Chad Whalen, EVP, Chief Revenue Officer, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) that is designed to be in effect until January 31, 2027 with respect to the sale of 18,529 Company shares.

On December 11, 2025, Michael Montoya, EVP, Chief Technology 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 July 31, 2026 with respect to the sale of 5,207 Company shares.

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Exhibit Number									Exhibit Description
31.1*			—						Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*			—						Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*			—						Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*			—						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*			—						Inline XBRL Taxonomy Extension Schema Document
101.CAL*			—						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*			—						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*			—						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*			—						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*			—						Cover Page Interactive Data File (embedded within the Inline XBRL document)

• Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 5th day of February, 2026.

			F5, INC.
			By:						/s/ EDWARD C. WERNER
									Edward C. Werner
									Executive Vice President,
									Chief Financial Officer
									(principal financial officer and principal accounting officer)