Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):
April 29, 2024
F5, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)
801 5th Avenue
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code (206) 272-5555
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, no par valueFFIVNASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.

Item 2.02Results of Operations and Financial Condition
On April 29, 2024, F5, Inc. (the "Company") issued a press release regarding its financial results for the second quarter ended March 31, 2024. The press release is attached hereto as Exhibit 99.1. The information in the press release shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
Item 9.01Financial Statements and Exhibits
(d) Exhibits:
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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 hereunto duly authorized.
F5, INC.
Date: April 29, 2024By:/s/ François Locoh-Donou
François Locoh-Donou
President and Chief Executive Officer

Exhibit No.Description
99.1Press Release of F5, Inc. announcing quarterly earnings dated April 29, 2024.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

Q2 FY24 Earnings Release
Page 1 of 4
Suzanne DuLong
+1 (206) 272-7049
Rob Gruening
+1 (206) 272-6208

F5 Reports Strong Earnings Growth in its Second Quarter of Fiscal Year 2024;
Raises Fiscal Year 2024 Earnings Outlook

SEATTLE, WA - April 29, 2024 - F5, Inc. (NASDAQ: FFIV) today announced financial results for its second quarter ended March 31, 2024.
“We delivered a solid second quarter, with revenue near the midpoint of our guidance range and earnings per share at the high end of our guidance in an environment where customers remain cautious and are forecasting largely flat IT budgets for calendar 2024,” said François Locoh-Donou, F5’s President and CEO. “During the quarter, our software subscription renewals continued to perform well, driving 20% total software revenue growth compared to a year ago, including 28% subscription revenue growth.”
“To move at the speed of business today, our customers rely on an ever-increasing number of applications and APIs which they operate across distributed environments. This hybrid and multicloud reality brings with it untenable operational complexity, considerable costs, and escalating security risks. Broad-based enterprise adoption of AI will only compound these challenges,” said Locoh-Donou. “F5 solves these challenges, providing the most effective and comprehensive application and API security platform in the industry. We also empower customers to radically simplify their disparate infrastructure environments and applications.”
Second Quarter Performance Summary
Second quarter fiscal year 2024 revenue declined 3% from the year-ago period, to $681 million, compared with $703 million in the second quarter of fiscal year 2023. Software revenue of $159 million grew 20% from the year-ago period, powered by 28% subscription software revenue growth. Systems revenue of $142 million represented a decline of 32% from the prior year. Global services revenue of $381 million grew 5% from the year-ago period.
GAAP gross profit for the second quarter of fiscal year 2024 was $540 million, representing GAAP gross margin of 79.3%. This compares with GAAP gross profit of $548 million in the year-ago period, which represented GAAP gross margin of 77.9%. Non-GAAP gross profit for the second quarter of fiscal year 2024 was $559 million, representing non-GAAP gross margin of 82.1%. This compares with non-GAAP gross profit of $565 million in the year-ago period, which represented non-GAAP gross margin of 80.4%.
GAAP operating profit for the second quarter was $140 million, representing GAAP operating margin of 20.5%. This compares with GAAP operating profit of $106 million in the year-ago period, which represented GAAP operating margin of 15.1%. Non-GAAP operating profit for the period was $210 million, representing non-GAAP operating margin of 30.9%. This compares to non-GAAP operating profit of $191 million in the year-ago period, which represented non-GAAP operating margin of 27.2%.
GAAP net income for the second quarter of fiscal year 2024 was $119 million, or $2.00 per diluted share compared to $81 million, or $1.34 per diluted share, in the second quarter of fiscal year 2023. Non-GAAP net income for the second quarter of fiscal year 2024 was $173 million, or $2.91 per diluted share, compared to $154 million, or $2.53 per diluted share, in the second quarter of fiscal year 2023.

Q2 FY24 Earnings Release
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Performance Summary Tables
GAAP MeasuresNon-GAAP Measures
($ in millions except EPS)Q2 FY2024Q2 FY2023($ in millions except EPS)Q2 FY2024Q2 FY2023
Gross profit$540$548Gross profit$559$565
Gross margin79.3%77.9%Gross margin82.1%80.4%
Operating profit$140$106Operating profit$210$191
Operating margin20.5%15.1%Operating margin30.9%27.2%
Net income$119$81Net income$173$154
A reconciliation of GAAP to non-GAAP measures is included in the attached Consolidated Income Statements. Additional information about non-GAAP financial information is included in this release.
Business Outlook
For the third quarter of fiscal year 2024, F5 expects to deliver revenue in the range of $675 million to $695 million, with non-GAAP earnings in the range of $2.89 to $3.01 per diluted share.
In addition, the Company expects fiscal year 2024 revenue growth that is flat to down 2% compared to fiscal year 2023. This outlook is consistent with its prior outlook for fiscal year 2024 revenue growth of “flat to low-single-digit decline” compared to the prior year. In addition, the Company raised its fiscal year 2024 non-GAAP earnings per share outlook to growth of 7% to 9% from its prior range of growth of 6% to 8%.
All forward-looking non-GAAP measures included in the Company’s business outlook exclude estimates for amortization of intangible assets, share-based compensation expenses, significant effects of tax legislation and judicial or administrative interpretation of tax regulations (including the impact of income tax reform), non-recurring income tax adjustments, valuation allowance on deferred tax assets, and the income tax effect of non-GAAP exclusions, and do not include the impact of any future acquisitions or divestitures, acquisition-related charges and write-downs, restructuring charges, facility exit costs, or other non-recurring charges that may occur in the period. F5 is unable to provide a reconciliation of non-GAAP earnings guidance measures to corresponding U.S. generally accepted accounting principles or GAAP measures on a forward-looking basis without unreasonable effort due to the overall high variability and low visibility of most of the foregoing items that have been excluded. Material changes to any one of these items could have a significant effect on our guidance and future GAAP results. Certain exclusions, such as amortization of intangible assets and share-based compensation expenses, are generally incurred each quarter, but the amounts have historically varied and may continue to vary significantly from quarter to quarter.
Live Webcast and Conference Call
F5 will host a live webcast to review its financial results and outlook today, April 29, 2024, at 4:30 pm ET. The live webcast is accessible from the investor relations page of F5.com. To participate in the live call via telephone in the U.S. and Canada, dial +1 (877) 407-0312. Outside the U.S. and Canada, dial +1 (201) 389-0899. Please call at least 5 minutes prior to the call start time. The webcast replay will be archived on the investor relations portion of F5’s website.
Forward Looking Statements
This press release contains forward-looking statements including, among other things, statements regarding the environment, F5’s future financial performance including revenue, revenue growth, earnings growth, future customer demand and budgets, markets, and the performance and benefits of the Company's products. These, and other statements that are not historical facts, are forward-looking statements. These forward-looking statements are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors. Such

Q2 FY24 Earnings Release
Page 3 of 4
forward-looking statements involve risks and uncertainties, as well as assumptions and other factors that, if they do not fully materialize or prove correct, could cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to: customer acceptance of offerings; continued 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 its 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 the Company’s networks, products or services; cybersecurity attacks on its 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 its 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 our documents filed with or furnished to the Securities and Exchange Commission, including our most recent reports on Form 10-K and Form 10-Q and current reports on Form 8-K and other documents that we may file or furnish from time to time, which could cause actual results to vary from expectations. The financial information contained in this release should be read in conjunction with the consolidated financial statements and notes thereto included in F5’s most recent reports on Forms 10-Q and 10-K as each may be amended from time to time. All forward-looking statements in this press release are based on information available as of the date hereof and qualified in their entirety by this cautionary statement. F5 assumes no obligation to revise or update these forward-looking statements.
GAAP to non-GAAP Reconciliation
F5’s management evaluates and makes operating decisions using various operating measures. These measures are generally based on the revenues of its products, services operations, and certain costs of those operations, such as cost of revenues, research and development, sales and marketing and general and administrative expenses. One such measure is GAAP net income excluding, as applicable, stock-based compensation, amortization and impairment of purchased intangible assets, facility-exit costs, acquisition-related charges, net of taxes, restructuring charges, and certain non-recurring tax expenses and benefits, which is a non-GAAP financial measure under Section 101 of Regulation G under the Securities Exchange Act of 1934, as amended. This measure of non-GAAP net income is adjusted by the amount of additional taxes or tax benefit that the Company would accrue if it used non-GAAP results instead of GAAP results to calculate the Company’s tax liability.
The non-GAAP adjustments, and F5's basis for excluding them from non-GAAP financial measures, are outlined below:
Stock-based compensation. Stock-based compensation consists of expense for stock options, restricted stock, and employee stock purchases through the Company’s Employee Stock Purchase Plan. Although stock-based compensation is an important aspect of the compensation of F5’s employees and executives, management believes it is useful to exclude stock-based compensation expenses to better understand the long-term performance of the Company’s core business and to facilitate comparison of the Company’s results to those of peer companies.
Amortization and impairment of purchased intangible assets. Purchased intangible assets are amortized over their estimated useful lives, and generally cannot be changed or influenced by management after the acquisition. On a non-recurring basis, when certain events or circumstances are present, management may also be required to write down the carrying value of its purchased intangible assets and recognize impairment charges. Management does not believe these charges accurately reflect the performance of the Company’s ongoing operations; therefore, they are

Q2 FY24 Earnings Release
Page 4 of 4
not considered by management in making operating decisions. However, investors should note that the use of intangible assets contributed to F5’s revenues earned during the periods presented and will contribute to F5’s future period revenues as well.
Facility-exit costs. F5 has incurred certain non-recurring right-of-use asset impairment charges, and other related recurring costs in connection with the exit of its leased facilities. These charges are not representative of the ongoing activity or costs to the business. As a result, these charges are being excluded to provide investors with a more comparable measure of costs associated with ongoing operations.
Acquisition-related charges, net. F5 does not acquire businesses on a predictable cycle and the terms and scope of each transaction can vary significantly and are unique to each transaction. F5 excludes acquisition-related charges from its non-GAAP financial measures to provide a useful comparison of the Company’s operating results to prior periods and to its peer companies. Acquisition-related charges consist of planning, execution and integration costs incurred directly as a result of an acquisition.
Restructuring charges. F5 has incurred restructuring charges that are included in its GAAP financial statements, primarily related to workforce reductions and costs associated with exiting facility-lease commitments. F5 excludes these items from its non-GAAP financial measures when evaluating its continuing business performance as such items vary significantly based on the magnitude of the restructuring action and do not reflect expected future operating expenses. In addition, these charges do not necessarily provide meaningful insight into the fundamentals of current or past operations of its business.
Management believes that non-GAAP net income per share provides useful supplemental information to management and investors regarding the performance of the Company’s core business operations and facilitates comparisons to the Company’s historical operating results. Although F5’s management finds this non-GAAP measure to be useful in evaluating the performance of the core business, management’s reliance on this measure is limited because items excluded from such measures could have a material effect on F5’s earnings and earnings per share calculated in accordance with GAAP. Therefore, F5’s management will use its non-GAAP earnings and earnings per share measures, in conjunction with GAAP earnings and earnings per share measures, to address these limitations when evaluating the performance of the Company’s core business. Investors should consider these non-GAAP measures in addition to, and not as a substitute for, financial performance measures in accordance with GAAP.
F5 believes that presenting its non-GAAP measures of earnings and earnings per share provides investors with an additional tool for evaluating the performance of the Company’s core business and is used by management in its own evaluation of the Company’s performance. Investors are encouraged to look at GAAP results as the best measure of financial performance. However, while the GAAP results are more complete, the Company provides investors these supplemental measures since, with reconciliation to GAAP, it may provide additional insight into the Company’s operational performance and financial results.
For reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the section in our attached Condensed Consolidated Income Statements entitled “Non-GAAP Financial Measures.”
About F5
F5 is a multicloud application security and delivery company committed to bringing a better digital world to life. F5 partners with the world’s largest, most advanced organizations to secure every app — on premises, in the cloud, or at the edge. F5 enables businesses to continuously stay ahead of threats while delivering exceptional, secure digital experiences for their customers. For more information, go to f5.com. (NASDAQ: FFIV)
You can also follow @F5 on X (Twitter) or visit us on LinkedIn and Facebook for more information about F5, its partners, and technologies. F5 is a trademark, service mark, or tradename of F5, Inc., in the U.S. and other countries. All other product and company names herein may be trademarks of their respective owners.

SOURCE: F5, Inc.

F5, Inc.
Consolidated Balance Sheets
(unaudited, in thousands)
 March 31,September 30,
Current assets
Cash and cash equivalents$902,680 $797,163 
Short-term investments802 6,160 
Accounts receivable, net of allowances of $3,038 and $3,561388,325 454,832 
Inventories69,760 35,874 
Other current assets589,954 554,744 
Total current assets1,951,521 1,848,773 
Property and equipment, net161,525 170,422 
Operating lease right-of-use assets188,973 195,471 
Long-term investments6,343 5,068 
Deferred tax assets324,875 295,308 
Goodwill2,312,362 2,288,678 
Other assets, net439,071 444,613 
Total assets$5,384,670 $5,248,333 
Current liabilities
Accounts payable$57,702 $63,315 
Accrued liabilities266,563 282,890 
Deferred revenue1,178,158 1,126,576 
Total current liabilities1,502,423 1,472,781 
Deferred tax liabilities5,689 4,637 
Deferred revenue, long-term633,818 648,545 
Operating lease liabilities, long-term228,368 239,565 
Other long-term liabilities81,106 82,573 
Total long-term liabilities948,981 975,320 
Commitments and contingencies
Shareholders’ equity
Preferred stock, no par value; 10,000 shares authorized, no shares outstanding— — 
Common stock, no par value; 200,000 shares authorized, 58,609 and 59,207 shares issued and outstanding19,029 24,399 
Accumulated other comprehensive loss(21,034)(23,221)
Retained earnings2,935,271 2,799,054 
Total shareholders’ equity2,933,266 2,800,232 
Total liabilities and shareholders’ equity$5,384,670 $5,248,333 

F5, Inc.
Consolidated Income Statements
(unaudited, in thousands, except per share amounts)
 Three Months EndedSix Months Ended
March 31,March 31,
Net revenues
Products$300,162 $340,581 $606,021 $681,139 
Services381,192 362,594 767,930 722,414 
Total681,354 703,175 1,373,951 1,403,553 
Cost of net revenues (1)(2)(3)(4)
Products85,313 99,795 168,021 198,650 
Services55,800 55,859 109,481 112,011 
Total141,113 155,654 277,502 310,661 
Gross profit540,241 547,521 1,096,449 1,092,892 
Operating expenses (1)(2)(3)(4)
Sales and marketing210,800 233,076 409,727 466,181 
Research and development122,207 141,363 241,782 283,686 
General and administrative67,184 67,036 131,902 137,027 
Restructuring charges90 — 8,562 8,740 
Total400,281 441,475 791,973 895,634 
Income from operations139,960 106,046 304,476 197,258 
Other income, net5,974 2,737 15,856 7,439 
Income before income taxes145,934 108,783 320,332 204,697 
Provision for income taxes26,913 27,347 62,929 50,859 
Net income$119,021 $81,436 $257,403 $153,838 
Net income per share — basic$2.02 $1.35 $4.37 $2.55 
Weighted average shares — basic58,788 60,330 58,956 60,211 
Net income per share — diluted$2.00 $1.34 $4.32 $2.54 
Weighted average shares — diluted59,580 60,691 59,617 60,537 
Non-GAAP Financial Measures
Net income as reported$119,021 $81,436 $257,403 $153,838 
Stock-based compensation expense55,141 64,039 111,143 126,913 
Amortization and impairment of purchased intangible assets13,622 12,569 27,937 25,254 
Facility-exit costs(732)1,533 806 3,539 
Acquisition-related charges2,390 7,045 3,191 14,782 
Restructuring charges90 — 8,562 8,740 
Tax effects related to above items(16,369)(12,994)(31,152)(30,164)
Net income excluding stock-based compensation expense, amortization and impairment of purchased intangible assets, facility-exit costs, acquisition-related charges, and restructuring charges, net of tax effects (non-GAAP) - diluted$173,163 $153,628 $377,890 $302,902 
Net income per share excluding stock-based compensation expense, amortization and impairment of purchased intangible assets, facility-exit costs, acquisition-related charges, and restructuring charges, net of tax effects (non-GAAP) - diluted$2.91 $2.53 $6.34 $5.00 
Weighted average shares - diluted59,580 60,691 59,617 60,537 
(1) Includes stock-based compensation expense as follows:
Cost of net revenues$7,447 $7,583 $15,131 $15,219 
Sales and marketing21,421 26,889 43,017 52,610 
Research and development15,513 18,689 31,531 37,231 
General and administrative10,760 10,878 21,464 21,853 
$55,141 $64,039 $111,143 $126,913 
(2) Includes amortization and impairment of purchased intangible assets as follows:
Cost of net revenues$11,633 $9,959 $22,866 $19,918 
Sales and marketing1,839 2,390 4,627 4,779 
Research and development94 — 188 — 
General and administrative56 220 256 557 
$13,622 $12,569 $27,937 $25,254 
(3) Includes facility-exit costs as follows:
Cost of net revenues$(50)$150 $106 $351 
Sales and marketing111 486 594 1,149 
Research and development(1,026)537 (484)1,178 
General and administrative233 360 590 861 
$(732)$1,533 $806 $3,539 
(4) Includes acquisition-related charges as follows:
Cost of net revenues$— $74 $20 $167 
Sales and marketing(22)849 43 2,164 
Research and development174 1,233 327 5,001 
General and administrative2,238 4,889 2,801 7,450 
$2,390 $7,045 $3,191 $14,782 

F5, Inc.
Consolidated Statements of Cash Flows
(unaudited, in thousands)
 Six Months Ended
March 31,
Operating activities
Net income$257,403 $153,838 
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation111,143 126,913 
Depreciation and amortization57,284 54,817 
Non-cash operating lease costs16,596 20,231 
Deferred income taxes(28,935)(49,492)
Changes in operating assets and liabilities (excluding effects of the acquisition of businesses):
Accounts receivable66,569 (14,317)
Other current assets(34,398)(43,547)
Other assets(16,203)9,354 
Accounts payable and accrued liabilities(20,930)(59,534)
Deferred revenue36,855 102,933 
Lease liabilities(21,714)(22,140)
Net cash provided by operating activities386,955 298,554 
Investing activities
Purchases of investments(1,000)(689)
Maturities of investments5,420 95,773 
Sales of investments— 16,085 
Acquisition of businesses, net of cash acquired(32,939)(35,006)
Purchases of property and equipment(18,503)(23,793)
Net cash (used in) provided by investing activities(47,022)52,370 
Financing activities
Proceeds from the exercise of stock options and purchases of stock under employee stock purchase plan
22,557 22,461 
Payments for repurchase of common stock(250,029)(40,005)
Payments on term debt agreement— (350,000)
Taxes paid related to net share settlement of equity awards(8,667)(9,825)
Net cash used in financing activities(236,139)(377,369)
Net increase (decrease) in cash, cash equivalents and restricted cash103,794 (26,445)
Effect of exchange rate changes on cash, cash equivalents and restricted cash1,779 2,979 
Cash, cash equivalents and restricted cash, beginning of period800,835 762,207 
Cash, cash equivalents and restricted cash, end of period$906,408 $738,741 
Supplemental disclosures of cash flow information
Cash paid for amounts included in the measurement of lease liabilities$26,169 $27,200 
Cash paid for interest on long-term debt— 2,970 
Supplemental disclosures of non-cash activities
Right-of-use assets obtained in exchange for lease obligations$7,267 $9,577