F5 10-Q 2026-06-30

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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 June 30, 2026

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 August 3, 2026 was 56,627,182.

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F5, INC.

QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended June 30, 2026

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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			9
Notes to Consolidated Financial Statements			10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3. Quantitative and Qualitative Disclosures About Market Risk			28
Item 4. Controls and Procedures			29
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			30
Item 1A. Risk Factors			30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			32
Item 4. Mine Safety Disclosures			33
Item 5. Other Information			33
Item 6. Exhibits			33
SIGNATURES			34

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PART I. FINANCIAL INFORMATION

F5, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

						June 30, 2026						September 30, 2025
ASSETS
Current assets
Cash and cash equivalents						$	1,605,782					$	1,344,273
Accounts receivable, net of allowances of $2,788 and $2,877						428,678						414,433
Inventories						126,890						77,229
Other current assets						785,623						682,766
Total current assets						2,946,973						2,518,701
Property and equipment, net						197,284						156,947
Operating lease right-of-use assets						178,239						185,601
Long-term investments						21,991						15,693
Deferred tax assets						487,177						446,388
Goodwill						2,482,495						2,443,882
Other assets, net						514,915						552,280
Total assets						$	6,829,074					$	6,319,492
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable						$	136,157					$	83,972
Accrued liabilities						344,442						315,383
Deferred revenue						1,289,567						1,213,226
Total current liabilities						1,770,166						1,612,581
Deferred tax liabilities						1,949						1,921
Deferred revenue, long-term						903,131						786,011
Operating lease liabilities, long-term						218,700						230,749
Other long-term liabilities						79,399						96,231
Total long-term liabilities						1,203,179						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, 56,826 and 57,684 shares issued and outstanding						50,542						42,023
Accumulated other comprehensive loss						(19,046)						(18,324)
Retained earnings						3,824,233						3,568,300
Total shareholders' equity						3,855,729						3,591,999
Total liabilities and shareholders' equity						$	6,829,074					$	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 data)

						Three Months Ended June 30,												Nine Months Ended June 30,
						2026						2025						2026						2025
Net revenues
Products						$	462,829					$	388,838					$	1,283,627					$	1,094,531
Services						402,248						391,532						1,215,615						1,183,451
Total						865,077						780,370						2,499,242						2,277,982
Cost of net revenues
Products						93,498						88,782						276,659						252,905
Services						60,066						59,846						179,590						177,192
Total						153,564						148,628						456,249						430,097
Gross profit						711,513						631,742						2,042,993						1,847,885
Operating expenses
Sales and marketing						238,026						220,428						702,214						644,524
Research and development						164,661						136,345						456,861						403,424
General and administrative						95,589						78,652						277,834						228,320
Restructuring charges						(30)						—						(388)						11,321
Total						498,246						435,425						1,436,521						1,287,589
Income from operations						213,267						196,317						606,472						560,296
Other income, net						12,932						16,706						31,866						32,971
Income before income taxes						226,199						213,023						638,338						593,267
Provision for income taxes						17,991						23,111						102,321						91,380
Net income						$	208,208					$	189,912					$	536,017					$	501,887
Net income per share — basic						$	3.67					$	3.29					$	9.40					$	8.65
Weighted average shares — basic						56,726						57,772						57,031						57,989
Net income per share — diluted						$	3.62					$	3.25					$	9.29					$	8.54
Weighted average shares — diluted						57,550						58,492						57,674						58,773

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 June 30,												Nine Months Ended June 30,
						2026						2025						2026						2025
Net income						$	208,208					$	189,912					$	536,017					$	501,887
Other comprehensive (loss) income:
Foreign currency

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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, such as statements regarding our future operating results and financial position, our business strategy and plans, market growth and trends, our product strategy and anticipated future products and capabilities, our objectives for future operations, and the impact of such assumptions on our financial condition and results of operations, 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, customer acceptance of offerings; disruptions to the global supply chain resulting in inability to source required parts for F5’s products or the ability to only do so at greatly increased prices thereby impacting our revenues and/or margins; global economic conditions and uncertainties in the geopolitical environment; overall information technology spending; F5’s ability to successfully integrate acquired businesses’ products with F5 technologies; the ability of F5’s sales professionals and distribution partners to sell new solutions and service offerings; the timely development, introduction and acceptance of additional new products and features by F5 or competitors; competitive factors, including but not limited to pricing pressures, industry consolidation, entry of new competitors into F5’s markets, and new product and marketing initiatives by our competitors; increased sales discounts; the business impact of the acquisitions and potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement of completion of acquisitions; uncertain global economic conditions which may result in reduced customer demand for our products and services and changes in customer payment patterns; litigation involving patents, intellectual property, shareholder and other matters, and governmental investigations; potential security flaws in networks, products or services; cybersecurity attacks on networks, products or services; natural catastrophic events; a pandemic or epidemic; F5’s ability to sustain, develop and effectively utilize distribution relationships; F5’s ability to attract, train and retain qualified product development, marketing, sales, professional services and customer support personnel; F5’s ability to expand in international markets; the unpredictability of F5’s sales cycle; the ability of F5 to execute on our share repurchase program, including the timing of any repurchases; future prices of F5’s common stock; and other risks and uncertainties described more fully in Part II, Item 1A. "Risk Factors" herein, Part I, Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the year ended September 30, 2025, 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.

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Overview

F5 is a global leader in application delivery and security solutions which enable 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 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.

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. 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. We continue to maintain a strong financial position, characterized by substantial cash and investment resources, which provide liquidity, support ongoing operations, and enable us to pursue strategic growth opportunities. The increase in cash and investments for the first nine months of fiscal year 2026 was primarily due to cash provided by operating activities of $841.4 million, partially offset by purchases of property and equipment of $63.7 million, cash used to repurchase outstanding common stock under our stock repurchase program, including excise taxes, of $501.1 million, and cash used in acquisition of a business of $47.6 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, and accounts receivable balances as important indicators of our financial health. Deferred revenues increased to $2.2 billion as of June 30, 2026 from $2.0 billion as of September 30, 2025 primarily due to an increase in maintenance contracts related to strong systems shipments, in addition to an increase in deferred revenue associated with our subscription offerings.

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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 and pricing of components used within our products, including rising costs of memory and storage, higher interest rates, slower growth, fluctuations in foreign exchange rates, ongoing geopolitical conflicts, and other changes in economic conditions, may adversely affect our results of operations 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 June 30,												Nine Months Ended June 30,
						2026						2025						2026						2025
						(in thousands, except percentages)
Net revenues
Products						$	462,829					$	388,838					$	1,283,627					$	1,094,531
Services						402,248						391,532						1,215,615						1,183,451
Total						$	865,077					$	780,370					$	2,499,242					$	2,277,982
Percentage of net revenues
Products						53.5		%				49.8		%				51.4		%				48.0		%
Services						46.5						50.2						48.6						52.0
Total						100.0		%				100.0		%				100.0		%				100.0		%

Net Product Revenues. Net product revenues increased 19.0% and 17.3% for the three and nine months ended June 30, 2026, respectively, from the comparable periods in the prior year. The increase in net product revenues for the three and nine months ended June 30, 2026 was due to an increase in revenues associated with systems and software.

Net Service Revenues. Net service revenues increased 2.7% and 2.7% for the three and nine months ended June 30, 2026, respectively, from the comparable periods in the prior year. The increase in net service revenues for the three and nine months ended June 30, 2026 was primarily the result of increased sales of maintenance contracts.

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The following presents net product revenues by systems and software:

						Three Months Ended June 30,												Nine Months Ended June 30,
						2026						2025						2026						2025
						(in thousands, except percentages)
Net product revenues
Systems revenue						$	239,519					$	180,855					$	684,264					$	519,968
Software revenue						223,310						207,983						599,363						574,563
Total net product revenue						$	462,829					$	388,838					$	1,283,627					$	1,094,531
Percentage of net product revenues
Systems revenue						51.8		%				46.5		%				53.3		%				47.5		%
Software revenue						48.2						53.5						46.7						52.5
Total net product revenue						100.0		%				100.0		%				100.0		%				100.0		%

Total systems revenue increased 32.4% and 31.6% for the three and nine months ended June 30, 2026, respectively, from the comparable periods in the prior year. The increase in systems revenue was primarily due to increases in customer demand. Total software revenue increased 7.4% and 4.3% for the three and nine months ended June 30, 2026, respectively, from the comparable periods in the prior year. The increase in software revenue was primarily due to increased sales of subscription offerings.

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

			Three Months Ended June 30,												Nine Months Ended June 30,
			2026						2025						2026						2025
Customer A			16.4		%				17.0		%				17.2		%				16.7		%
Customer B			18.4		%				18.4						23.1		%				17.6

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

			June 30, 2026						September 30, 2025
Customer A			11.5		%				11.1		%
Customer B			14.9						17.8
Customer C			10.0						10.9
Customer D			10.1						11.4

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 June 30,												Nine Months Ended June 30,
						2026						2025						2026						2025
						(in thousands, except percentages)
Cost of net revenues and gross profit
Products						$	93,498					$	88,782					$	276,659					$	252,905
Services						60,066						59,846						179,590						177,192
Total						153,564						148,628						456,249						430,097
Gross profit						$	711,513					$	631,742					$	2,042,993					$	1,847,885
Percentage of net revenues and gross margin (as a percentage of related net revenue)
Products						20.2		%				22.8		%				21.6		%				23.1		%
Services						14.9						15.3						14.8						15.0
Total						17.8						19.0						18.3						18.9
Gross margin						82.2		%				81.0		%				81.7		%				81.1		%

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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 $4.7 million, or 5.3% for the three months ended June 30, 2026 and increased $23.8 million, or 9.4% for the nine months ended June 30, 2026 from the comparable periods in the prior year 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 $0.2 million, or 0.4% for the three months ended June 30, 2026 and increased $2.4 million, or 1.4% for the nine months ended June 30, 2026 from the comparable periods in the prior year. The increase in cost of net service revenues was primarily due to an increase in personnel and technology costs.

						Three Months Ended June 30,												Nine Months Ended June 30,
						2026						2025						2026						2025
						(in thousands, except percentages)
Operating expenses
Sales and marketing						$	238,026					$	220,428					$	702,214					$	644,524
Research and development						164,661						136,345						456,861						403,424
General and administrative						95,589						78,652						277,834						228,320
Restructuring charges						(30)						—						(388)						11,321
Total						$	498,246					$	435,425					$	1,436,521					$	1,287,589
Operating expenses (as a percentage of net revenue)
Sales and marketing						27.5		%				28.2		%				28.1		%				28.3		%
Research and development						19.0						17.5						18.3						17.7
General and administrative						11.0						10.1						11.1						10.0
Restructuring charges						—						—						—						0.5
Total						57.6		%				55.8		%				57.5		%				56.5		%

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, technology costs, including cloud hosting and software licenses expenses, facilities, and depreciation expenses. Sales and marketing expenses increased $17.6 million, or 8.0% for the three months ended June 30, 2026 and increased $57.7 million, or 9.0% for the nine months ended June 30, 2026 from the comparable periods in the prior year. The increase in sales and marketing expense for the three and nine months ended June 30, 2026 was primarily due to an increase of $13.5 million and $47.0 million, respectively, in personnel costs from the comparable periods in the 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 expenses increased $28.3 million, or 20.8% for the three months ended June 30, 2026 and increased $53.4 million, or 13.2% for the nine months ended June 30, 2026 from the comparable periods in the prior year. The increase in research and development expenses for the three and nine months ended June 30, 2026 was primarily due to an increase in technology costs of $13.5 million and $22.7 million, respectively, and an increase in personnel costs of $10.9 million and $19.5 million, respectively, from the comparable periods in the prior year. In addition, expenses for professional services increased $2.6 million and $10.2 million, driven by costs incurred in response to the Cyber Incident, for the three and nine months ended June 30, 2026, respectively, from the comparable periods in the prior year.

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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 $16.9 million, or 21.5% for the three months ended June 30, 2026 and increased $49.5 million, or 21.7% for the nine months ended June 30, 2026 from the comparable periods in the prior year. The increase in general and administrative expenses for the three and nine months ended June 30, 2026 was primarily due to an increase in personnel costs of $11.7 million and $29.7 million, respectively, from the comparable periods in the prior year. In addition, expenses for professional services increased $3.2 million and $15.3 million, driven by costs incurred in response to the Cyber Incident, for the three and nine months ended June 30, 2026, respectively, from the comparable periods 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 initiative, we recorded charges of $11.3 million, net of adjustments, related to a reduction in workforce that is reflected in our results for the nine months ended June 30, 2025.

						Three Months Ended June 30,												Nine Months Ended June 30,
						2026						2025						2026						2025
						(in thousands, except percentages)
Other income and income taxes
Income from operations						$	213,267					$	196,317					$	606,472					$	560,296
Other income, net						12,932						16,706						31,866						32,971
Income before income taxes						226,199						213,023						638,338						593,267
Provision for income taxes						17,991						23,111						102,321						91,380
Net income						$	208,208					$	189,912					$	536,017					$	501,887
Other income and income taxes (as percentage of net revenue)
Income from operations						24.7		%				25.2		%				24.3		%				24.6		%
Other income, net						1.5						2.1						1.3						1.4
Income before income taxes						26.1						27.3						25.5						26.0
Provision for income taxes						2.1						3.0						4.1						4.0
Net income						24.1		%				24.3		%				21.4		%				22.0		%

Other Income, Net. The change in other income, net for the three and nine months ended June 30, 2026 compared to the same periods 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 June 30, 2026 and September 30, 2025 were $485.2 million and $444.5 million, respectively. The net deferred tax assets include valuation allowances of $34.8 million and $34.3 million as of June 30, 2026 and September 30, 2025, respectively, 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.

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Liquidity and Capital Resources

Cash and cash equivalents, short-term investments, and long-term investments totaled $1,627.8 million as of June 30, 2026, compared to $1,360.0 million as of September 30, 2025, representing an increase of $267.8 million. The increase was primarily due to cash provided by operating activities of $841.4 million for the nine months ended June 30, 2026, partially offset by cash used for the repurchase of common stock, including excise taxes, during the nine months ended June 30, 2026 of $501.1 million.

Cash provided by operating activities for the first nine months of fiscal year 2026 resulted from net income of $536.0 million combined with changes in operating assets and liabilities, as adjusted for various non-cash items including stock-based compensation, deferred revenue, depreciation, and amortization charges. Cash provided by operating activities for the first nine months of fiscal year 2026 increased from the comparable period in the prior year primarily due to growth of our business as reflected by increases in collections during the nine months ended June 30, 2026.

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 $114.2 million for the nine months ended June 30, 2026, compared to cash used in investing activities of $55.7 million for the same period in the prior year. Investing activities include purchases, sales and maturities of long-term investments, business acquisitions, and capital expenditures. The amount of cash used in investing activities for the nine months ended June 30, 2026 was primarily the result of $47.6 million used in the acquisition of a business and $63.7 million in capital expenditures related to maintaining our operations worldwide.

Cash used in financing activities was $464.2 million for the nine months ended June 30, 2026, compared to cash used in financing activities of $337.7 million for the same period in the prior year. Our financing activities for the nine months ended June 30, 2026 primarily consisted of $501.1 million of cash used to repurchase shares of common stock and the payment of related excise taxes. In addition, $22.7 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 $59.6 million.

Obligations and Commitments

As of June 30, 2026, 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 $10.0 million of component inventory annually, with a total committed amount of $40.0 million over a four-year term. As of June 30, 2026, 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 June 30, 2026.

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.

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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 nine month period ended June 30, 2026, compared to those discussed in our Annual Report on Form 10-K for the year ended September 30, 2025.

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 June 30, 2026 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 June 30, 2026.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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, except for those set forth below.

Security vulnerabilities or control failures in our IT infrastructure or multicloud application delivery and security 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

In the ordinary course of business, we store sensitive data, including intellectual property, personal data, our proprietary business information and that of our customers, suppliers and business partners on our networks. In addition, we store sensitive data through cloud-based services that may be hosted by third parties and in data center infrastructure maintained by third parties. The secure maintenance of this information is critical to our operations and business strategy. 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 actors, or they may be compromised due to employee error or wrongful conduct, malfeasance, or other disruptions. Despite our security measures, and those of our third-party vendors, our IT infrastructure has experienced breaches or disruptions, including the Cyber Incident, and may be vulnerable in the future to breach, attacks or disruptions. If any breach or attack, including the Cyber Incident, 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, or lost or stolen, and we may be subject to liability to our customers, individuals, suppliers, business partners and others, and may suffer reputational and financial harm.

Our multicloud application delivery and security products and services are used by our customers to manage their critical applications and data. Bad actors and other malicious parties, have in the past and may attempt in the future to exploit security 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 delivery and security products and services against these risks, those efforts may not be successful, and from time to time, those systems and products could be compromised. Threat actors can seek to exploit, among other things, known or unknown vulnerabilities and control weaknesses in technology included in our IT infrastructure, delivery and security products and services, and failure to quickly identify, patch or mitigate security vulnerabilities or strengthen security controls could render our IT infrastructure, delivery and security products and services susceptible to a cyber-attack which may subject the Company to liability to our customers, suppliers, business partners and others, as well as reputational and financial harm. 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 or maintain 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 vendors' security is compromised, it could have similar consequences as if we experienced a security event ourselves.

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Our products may also contain undetected errors, defects, or vulnerabilities when first introduced or as new versions are released. We have experienced these issues in the past in connection with new products and product upgrades. Our products also must successfully operate with products from other vendors. As our products and customer IT infrastructures become increasingly complex, customers may also experience unforeseen errors in implementing our products into their IT environments or integrating them with other vendor products. We expect that these errors, defects, or vulnerabilities will be found from time to time in new or enhanced products after commencement of commercial shipments. 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. These problems may cause us to incur significant warranty and repair costs, divert the attention of our engineering personnel from our product development efforts, cause significant customer relations problems, result in legal claims or liability, and impact demand for our products and services. We may also be subject to liability claims for damages. We carry insurance policies covering these types of liabilities, but these policies may not provide sufficient protection should a claim be asserted. A material product liability claim may harm our business and results of operations.

Advances in AI capabilities, including increasingly sophisticated AI models and coding agents capable of autonomously creating, discovering and exploiting vulnerabilities and other security issues, are becoming more broadly accessible, including to nation-state actors and other well-resourced threat actors. These tools can enable faster identification and exploitation and more significant impact by threat actors, shortening the time to detect attacks and expanding the time and resources required to respond to them. These tools may be leveraged against the AI infrastructure of the Company and our third-party vendors, our multicloud application delivery and security products and services, and our other products. Threat actors may also target our AI models and supporting systems for our products and services in ways that we cannot yet anticipate.

Any errors, defects, control failures, or vulnerabilities in our products or IT infrastructure, including the Cyber Incident, could result in:

• expenditures of significant financial and product development resources in efforts to analyze, correct, eliminate, or work-around errors and defects or to address and eliminate vulnerabilities;

• remediation costs, such as liability for stolen assets or information, repairs or system damage;

• increased cybersecurity protection costs which may include systems and technology changes, training, and engagement of third party experts and consultants;

• increased insurance premiums;

• loss of existing or potential customers or channel partners;

• loss of proprietary information leading to lost competitive positioning and lost revenues;

• inaccessibility to certain data or systems necessary to operate the business;

• negative publicity and damage to our reputation;

• delayed or lost revenue;

• delay or failure to attain market acceptance or decrease in demand for our products and services;

• an increase in warranty claims compared with our historical experience, or an increased cost of servicing warranty claims, either of which would adversely affect our gross margins; and

• litigation, regulatory inquiries, or investigations that may be costly and harm our reputation.

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

We currently incorporate AI technology in certain of our products and services and in our business operations and our research and development efforts in this area are ongoing. The development and deployment of AI involve inherent risks, technical challenges, and potential unintended consequences that could adversely affect our and our customers' adoption and use of these technologies. For example, AI solutions may use algorithms, datasets, or training methodologies that are incomplete, reflect biases, or contain other flaws or deficiencies.

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Additionally, AI technologies are complex and rapidly evolving, and we face significant competition in the market and from other companies regarding such technologies. There is a risk that AI technologies could automate or simplify functions currently performed by our application delivery and security solutions. If customers or investors believe that AI tools can replicate or replace aspects of our offerings, demand for our products and services could decline, and our competitive position could be weakened. Market sentiment regarding AI's potential to disrupt the application delivery and security industry could negatively affect our stock price and business, regardless of whether such disruption actually materializes or impacts our competitive position.

While we aim to develop and use AI responsibly and attempt to identify and mitigate ethical and legal issues presented by its use, we may be unsuccessful in identifying or resolving issues before they arise. The rapid pace of AI development and the emergence of new regulations require us to commit substantial resources to ensure our AI-enabled products and services meet evolving legal and technical standards. 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.

AI-related issues, deficiencies and/or failures could (i) give rise to legal and/or regulatory action, including with respect to proposed legislation regulating AI in jurisdictions such as the European Union and others, and as a result of new applications of existing data protection, privacy, intellectual property, and other laws; (ii) damage our reputation; or (iii) otherwise materially harm our business.

**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 June 30, 2026, the Company had $422.4 million remaining authorized to purchase shares under its share repurchase program.

Shares repurchased and retired for the three months ended June 30, 2026 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)
April 1, 2026 — April 30, 2026						334,067						$	299.34					334,067						$	422,422
May 1, 2026 — May 31, 2026						14,023						$	323.20					—						$	422,422
June 1, 2026 — June 30, 2026						—						—						—						$	422,422

(1)Includes 14,023 shares withheld from restricted stock units that vested in the third 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 June 30, 2026, 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 June 14, 2026, 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 May 31, 2027, authorizing the sale of up to 5,179 Company shares from existing equity awards, plus an indeterminable number of shares representing 100% of the net shares vesting under future equity awards after shares are surrendered to cover withholding taxes.

On June 15, 2026, 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 August 31, 2027, authorizing the sale of up to 13,813 Company shares from existing equity awards, plus an indeterminable number of shares representing 100% of the net shares vesting under future equity awards after shares are surrendered to cover withholding taxes.

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 6th day of August, 2026.

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