0001048695false00010486952025-01-282025-01-28

 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):
January 28, 2025
F5, Inc.
(Exact name of registrant as specified in its charter)
Washington000-2604191-1714307
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)
801 5th Avenue
Seattle,WA98104
(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 January 28, 2025, F5, Inc. (the "Company" or "F5") issued a press release regarding its financial results for the first quarter ended December 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:
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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 hereunto duly authorized.
F5, INC.
 (Registrant)
  
Date: January 28, 2025By:/s/ François Locoh-Donou
François Locoh-Donou
President and Chief Executive Officer

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Contacts
Investors
Suzanne DuLong
+1 (206) 272-7049
s.dulong@f5.com
Media
Rob Gruening
+1 (206) 272-6208
r.gruening@f5.com



F5's Alignment with Hybrid Multicloud Trends Contributes to Record First Quarter
Results with 11% Revenue Growth, Including 22% Software Revenue Growth
and 18% Systems Revenue Growth

SEATTLE, WA - January 28, 2025 - F5, Inc. (NASDAQ: FFIV) today announced financial results for its first quarter fiscal year 2025 for the period ended December 31, 2024.
“F5’s alignment with significant secular trends, a more stable IT spending environment, and our strong execution led to another record quarter,” said François Locoh-Donou, F5’s President and CEO. “Our first quarter revenue of $766 million reflects 11% growth year over year and includes a 22% increase in software revenue and 18% systems revenue growth from the first quarter of fiscal year 2024.”
"We are seeing new opportunities emerge in two main areas: hybrid multicloud and AI,” continued Locoh-Donou. “F5’s innovation in anticipation of widespread hybrid multicloud adoption means we can simplify the crushing complexity of these environments in ways competitors cannot and is leading to new revenue potential. Additionally, our unique ability to rapidly and securely move the large amounts of enterprise data necessary for AI inferencing and retrieval augmented generation positions F5 as a crucial player as businesses start to implement AI on a large scale."
First Quarter Performance Summary
First quarter fiscal year 2025 revenue totaled $766 million, compared with $693 million in the first quarter of fiscal year 2024. Software revenue of $209 million grew 22% and systems revenue of $160 million grew 18% from the year-ago period. Global services revenue of $398 million grew 3% from the year-ago period.
GAAP gross profit for the first quarter of fiscal year 2025 was $626 million, representing GAAP gross margin of 81.7%. This compares with GAAP gross profit of $556 million in the year-ago period, which represented GAAP gross margin of 80.3%. Non-GAAP gross profit for the first quarter of fiscal year 2025 was $643 million, representing non-GAAP gross margin of 83.9%. This compares with non-GAAP gross profit of $575 million in the year-ago period, which represented non-GAAP gross margin of 83.1%.
GAAP operating profit for the first quarter of fiscal year 2025 was $205 million, representing GAAP operating margin of 26.8%. This compares with GAAP operating profit of $165 million in the year-ago period, which represented GAAP operating margin of 23.8%. Non-GAAP operating profit for the period was $286 million, representing non-GAAP operating margin of 37.4%. This compares to non-GAAP operating profit of $246 million in the year-ago period, which represented non-GAAP operating margin of 35.5%.
GAAP net income for the first quarter of fiscal year 2025 was $166 million, or $2.82 per diluted share compared to $138 million, or $2.32 per diluted share, in the first quarter of fiscal year 2024. Non-GAAP net income for the first quarter of fiscal year 2025 was $227 million, or $3.84 per diluted share, compared to $205 million, or $3.43 per diluted share, in the first quarter of fiscal year 2024.

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Performance Summary Tables
GAAP MeasuresNon-GAAP Measures
($ in millions except EPS)Q1 FY2025Q1 FY2024($ in millions except EPS)Q1 FY2025Q1 FY2024
Revenue$766$693
Gross profit$626$556Gross profit$643$575
Gross margin81.7%80.3%Gross margin83.9%83.1%
Operating profit$205$165Operating profit$286$246
Operating margin26.8%23.8%Operating margin37.4%35.5%
Net income$166$138Net income$227$205
EPS$2.82$2.32EPS$3.84$3.43
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 second quarter of fiscal year 2025, F5 expects to deliver revenue in the range of $705 million to $725 million, with non-GAAP earnings in the range of $3.02 to $3.14 per diluted share.
For fiscal year 2025, F5 raised its revenue growth expectations to 6% to 7% growth from fiscal year 2024, up from its prior guidance of 4% to 5% growth. The company also raised its fiscal year 2025 non-GAAP earnings per share expectations to reflect 6.5% to 8.5% growth over fiscal year 2024, up from its prior guidance of 5% to 7% growth. On a tax-neutral basis, the midpoint of F5’s fiscal year 2025 non-GAAP earnings per share guidance reflects better than 10% growth year over year.

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, January 28, 2025, 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 five 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, F5’s alignment with significant secular trends, that opportunities are emerging in hybrid multicloud and AI, F5's innovation in anticipation of widespread hybrid multicloud adoption means we can simplify the crushing complexity of these environments in ways competitors cannot and is leading to new revenue potential, F5’s unique ability to rapidly and

Q1 FY25 Earnings Release
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securely move the large amounts of enterprise data necessary for AI inferencing and retrieval augmented generation positions F5 as a crucial player as businesses start to implement AI on a large scale, the Company’s future financial performance including revenue, earnings growth, future customer demand, 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 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; 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.

Q1 FY25 Earnings Release
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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 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)

Q1 FY25 Earnings Release
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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)
 December 31,September 30,
 20242024
ASSETS
Current assets
Cash and cash equivalents$1,150,907 $1,074,602 
Accounts receivable, net of allowances of $4,955 and $4,585484,989 389,024 
Inventories73,239 76,378 
Other current assets632,893 569,467 
Total current assets2,342,028 2,109,471 
Property and equipment, net149,979 150,943 
Operating lease right-of-use assets198,206 178,180 
Long-term investments11,177 8,580 
Deferred tax assets378,334 365,951 
Goodwill2,312,362 2,312,362 
Other assets, net508,555 487,517 
Total assets$5,900,641 $5,613,004 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable$53,611 $67,894 
Accrued liabilities316,369 300,076 
Deferred revenue1,217,664 1,121,683 
Total current liabilities1,587,644 1,489,653 
Deferred tax liabilities7,702 7,179 
Deferred revenue, long-term728,596 676,276 
Operating lease liabilities, long-term242,872 215,785 
Other long-term liabilities98,076 94,733 
Total long-term liabilities1,077,246 993,973 
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, 58,132 and 58,094 shares issued and outstanding9,461 5,889 
Accumulated other comprehensive loss(24,199)(20,912)
Retained earnings3,250,489 3,144,401 
Total shareholders’ equity3,235,751 3,129,378 
Total liabilities and shareholders’ equity$5,900,641 $5,613,004 


F5, Inc.
Consolidated Income Statements
(unaudited, in thousands, except per share amounts)
 Three Months Ended
December 31,
 20242023
Net revenues
Products$368,497 $305,859 
Services397,992 386,738 
Total766,489 692,597 
Cost of net revenues (1)(2)(3)(4)
Products82,836 82,708 
Services57,674 53,681 
Total140,510 136,389 
Gross profit625,979 556,208 
Operating expenses (1)(2)(3)(4)
Sales and marketing206,035 198,927 
Research and development130,518 119,575 
General and administrative73,023 64,718 
Restructuring charges11,321 8,472 
Total420,897 391,692 
Income from operations205,082 164,516 
Other income, net3,962 9,882 
Income before income taxes209,044 174,398 
Provision for income taxes42,599 36,016 
Net income$166,445 $138,382 
Net income per share — basic$2.85 $2.34 
Weighted average shares — basic58,305 59,122 
Net income per share — diluted$2.82 $2.32 
Weighted average shares — diluted59,058 59,653 
Non-GAAP Financial Measures
Net income as reported$166,445 $138,382 
Stock-based compensation expense57,908 56,002 
Amortization and impairment of purchased intangible assets10,143 14,315 
Facility-exit costs1,220 1,538 
Acquisition-related charges691 801 
Restructuring charges11,321 8,472 
Tax effects related to above items(20,756)(14,783)
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$226,972 $204,727 
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$3.84 $3.43 
Weighted average shares - diluted59,058 59,653 
(1) Includes stock-based compensation expense as follows:
Cost of net revenues$7,400 $7,684 
Sales and marketing21,167 21,596 
Research and development16,481 16,018 
General and administrative12,860 10,704 
$57,908 $56,002 
(2) Includes amortization and impairment of purchased intangible assets as follows:
Cost of net revenues$9,284 $11,233 
Sales and marketing718 2,788 
Research and development94 94 
General and administrative47 200 
$10,143 $14,315 
(3) Includes facility-exit costs as follows:
Cost of net revenues$124 $156 
Sales and marketing414 483 
Research and development364 542 
General and administrative318 357 
$1,220 $1,538 
(4) Includes acquisition-related charges as follows:
Cost of net revenues$— $20 
Sales and marketing— 65 
Research and development500 153 
General and administrative191 563 
$691 $801 


F5, Inc.
Consolidated Statements of Cash Flows
(unaudited, in thousands)
 Three Months Ended
December 31,
 20242023
Operating activities
Net income$166,445 $138,382 
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation57,908 56,002 
Depreciation and amortization22,666 29,266 
Non-cash operating lease costs7,943 8,392 
Deferred income taxes(11,944)(11,203)
Other1,623 722 
Changes in operating assets and liabilities (excluding effects of the acquisition of businesses):
Accounts receivable(98,188)(58,713)
Inventories3,139 34 
Other current assets(57,069)(32,164)
Other assets(34,544)2,949 
Accounts payable and accrued liabilities6,554 (13,447)
Deferred revenue148,300 54,990 
Lease liabilities(10,051)(9,892)
Net cash provided by operating activities202,782 165,318 
Investing activities
Purchases of investments(1,900)(1,000)
Maturities of investments— 2,913 
Purchases of property and equipment(8,073)(9,048)
Net cash used in investing activities(9,973)(7,135)
Financing activities
Proceeds from the exercise of stock options and purchases of stock under employee stock purchase plan
23,695 21,876 
Payments for repurchase of common stock, including excise taxes(125,010)(150,018)
Taxes paid related to net share settlement of equity awards(13,368)(6,830)
Net cash used in financing activities(114,683)(134,972)
Net increase in cash, cash equivalents and restricted cash78,126 23,211 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(3,568)2,264 
Cash, cash equivalents and restricted cash, beginning of period1,078,340 800,835 
Cash, cash equivalents and restricted cash, end of period$1,152,898 $826,310 
Supplemental disclosures of cash flow information
Cash paid for amounts included in the measurement of lease liabilities$10,851 $12,982 
Supplemental disclosures of non-cash activities
Right-of-use assets obtained in exchange for lease obligations$35,084 $4,846 

v3.24.4
Cover Page Document
Jan. 28, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 28, 2025
Entity Registrant Name F5, Inc.
Entity Incorporation, State or Country Code WA
Entity File Number 000-26041
Entity Tax Identification Number 91-1714307
Entity Central Index Key 0001048695
Entity Address, Address Line One 801 5th Avenue
Entity Address, City or Town Seattle
Entity Address, State or Province WA
Entity Address, Postal Zip Code 98104
City Area Code 206
Local Phone Number 272-5555
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, no par value
Trading Symbol FFIV
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
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