F5, INC.

Previous wording

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.

Current wording

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.

Previous wording

•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.

Current wording

•Liquidity and cash flows. Our financial condition remains strong with significant cash and investments. The increase in cash and investments for the first six months of fiscal year 2026 was primarily due to cash provided by operating activities of $525.1 million, partially offset by purchases of property and equipment of $28.1 million and cash used to repurchase outstanding common stock under our stock repurchase program, including excise taxes, of $401.1 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.

Previous wording

•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.

Current wording

•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 increased to $2.1 billion as of March 31, 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. Our days sales outstanding for the second quarter of fiscal year 2026 was 47. Days sales outstanding is calculated by dividing ending accounts receivable by revenue per day for a given quarter.

Previous wording

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 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.

Current wording

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.

Previous wording

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.

Current wording

Net Product Revenues. Net product revenues increased 21.7% and 16.3% for the three and six months ended March 31, 2026, respectively, from the comparable periods in the prior year. The increase in net product revenues for the three and six months ended March 31, 2026 was due to an increase in revenues associated with systems and software.

Previous wording

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.

Current wording

Net Service Revenues. Net service revenues increased 1.8% and 2.7% for the three and six months ended March 31, 2026, respectively, from the comparable periods in the prior year. The increase in net service revenues for the three and six months ended March 31, 2026 was primarily the result of increased purchases of maintenance contracts.

Previous wording

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

Current wording

The following presents net product revenues by systems and software:

Previous wording

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.

Current wording

Total systems revenue increased 26.2% and 31.1% for the three and six months ended March 31, 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 16.7% and 2.6% for the three and six months ended March 31, 2026, respectively, from the comparable periods in the prior year. The increase in software revenue was primarily due to increases in subscription offerings.

Previous wording

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.

Current wording

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 $9.6 million, or 11.8% for the three months ended March 31, 2026 and increased $19.0 million, or 11.6% for the six months ended March 31, 2026 from the comparable periods in the prior year primarily due to systems revenue growth.

Previous wording

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.

Current wording

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 $0.3 million, or 0.6% for the three months ended March 31, 2026 and increased $2.2 million, or 1.9% for the six months ended March 31, 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 costs.

Previous wording

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.

Current wording

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 expenses increased $21.4 million, or 9.8% for the three months ended March 31, 2026 and increased $40.1 million, or 9.5% for the six months ended March 31, 2026 from the comparable periods in the prior year. The increase in sales and marketing expense for the three and six months ended March 31, 2026 was primarily due to an increase of $18.9 million and $33.5 million, respectively, in personnel costs from the comparable periods in the prior year.

Previous wording

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.

Current wording

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 $14.5 million, or 10.6% for the three months ended March 31, 2026 and increased $25.1 million, or 9.4% for the six months ended March 31, 2026 from the comparable periods in the prior year. The increase in research and development expenses for the three and six months ended March 31, 2026 was primarily due to an increase in personnel costs of $7.9 million and $8.6 million, respectively, and an increase in technology costs of $5.1 million and $9.2 million, respectively, from the comparable periods in the prior year. In addition, expenses for professional services increased $2.0 million and $7.6 million, driven by costs incurred in response to the Cyber Incident, for the three and six months ended March 31, 2026, respectively, from the comparable periods in the prior year.

Previous wording

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.

Current wording

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 $15.0 million, or 19.6% for the three months ended March 31, 2026 and increased $32.6 million, or 21.8% for the six months ended March 31, 2026 from the comparable periods in the prior year. The increase in general and administrative expenses for the three and six months ended March 31, 2026 was primarily due to an increase in personnel costs of $7.6 million and $18.0 million, respectively, from the comparable periods in the prior year. In addition, expenses for professional services increased $5.5 million and $12.1 million, driven by costs incurred in response to the Cyber Incident, for the three and six months ended March 31, 2026, respectively, from the comparable periods in the prior year.

Previous wording

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.

Current wording

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 six months ended March 31, 2025.

Previous wording

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.

Current wording

Other Income, Net. The change in other income, net for the three and six months ended March 31, 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.

Previous wording

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.

Current wording

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 March 31, 2026 and September 30, 2025 were $465.5 million and $444.5 million, respectively. The net deferred tax assets include valuation allowances of $34.3 million as of March 31, 2026 and September 30, 2025, which are primarily related to certain state and foreign net operating losses and tax credit carryforwards.

Previous wording

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.

Current wording

Cash and cash equivalents, short-term investments and long-term investments totaled $1,463.6 million as of March 31, 2026, compared to $1,360.0 million as of September 30, 2025, representing an increase of $103.6 million. The increase was primarily due to cash provided by operating activities of $525.1 million for the six months ended March 31, 2026, partially offset by cash used for the repurchase of common stock, including excise taxes, during the six months ended March 31, 2026 of $401.1 million.

Previous wording

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.

Current wording

Cash provided by operating activities for the first six months of fiscal year 2026 resulted from net income of $327.8 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 six 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 six months ended March 31, 2026.

Previous wording

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 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.

Current wording

Cash used in investing activities was $29.2 million for the six months ended March 31, 2026, compared to cash used in investing activities of $30.6 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 six months ended March 31, 2026 was primarily the result of $28.1 million in capital expenditures related to maintaining our operations worldwide.

Previous wording

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.

Current wording

Cash used in financing activities was $396.3 million for the six months ended March 31, 2026, compared to cash used in financing activities of $244.3 million for the same period in the prior year. Our financing activities for the six months ended March 31, 2026 primarily consisted of $401.1 million of cash used to repurchase shares of common stock and the payment of related excise taxes. In addition, $18.1 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 $22.9 million.

Previous wording

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.

Current wording

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 March 31, 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 March 31, 2026.