Published
# F5, Inc. (FFIV) - Recent Events ## Filings that contain financial statements Each earnings release furnished as Exhibit 99.1 to a Form 8-K carries a balance sheet, income statement and cash flow statement for the period shown. - Form 8-K filed 2026-07-27, accession 0001048695-26-000063: third quarter of fiscal 2026 (three and nine months ended June 30, 2026), with the balance sheet as of June 30, 2026 against September 30, 2025, income statements, cash flow statements and the GAAP to non-GAAP reconciliation. - Form 8-K filed 2026-04-28, accession 0001048695-26-000042: second quarter of fiscal 2026 (quarter ended March 31, 2026). - Form 8-K filed 2026-01-27, accession 0001048695-26-000018: first quarter of fiscal 2026 (quarter ended December 31, 2025). - Form 8-K filed 2025-10-27, accession 0001048695-25-000153: fourth quarter and full fiscal year 2025 (year ended September 30, 2025). ## Earnings and guidance - 2025-10-27 (0001048695-25-000153): Fourth quarter fiscal 2025 revenue was $810 million, up 8% from $747 million; fiscal 2025 revenue was $3.09 billion, up 10%. GAAP net income for the year was $692 million, or $11.80 per diluted share. Fiscal 2026 guidance was revenue growth of 0% to 4% and a non-GAAP operating margin of 33.5% to 34.5%. The release said F5 anticipated some near-term disruption to sales cycles as customers assessed and remediated their environments after the security incident, with any demand impact more pronounced in the first half. - 2026-01-27 (0001048695-26-000018): First quarter fiscal 2026 revenue was $822 million, up 7% from $766 million; GAAP net income was $180 million, or $3.10 per diluted share. F5 raised fiscal 2026 guidance to revenue growth of 5% to 6% (from 0% to 4%), non-GAAP operating margin of 34% to 35% (from 33.5% to 34.5%) and non-GAAP EPS of $15.65 to $16.05 (from $14.50 to $15.50). - 2026-04-28 (0001048695-26-000042): Second quarter fiscal 2026 revenue was $812 million, up 11% from $731 million; GAAP net income was $148 million, or $2.58 per diluted share. F5 raised fiscal 2026 guidance to revenue growth of 7% to 8% (from 5% to 6%) and non-GAAP EPS of $16.25 to $16.55 (from $15.65 to $16.05). - 2026-07-27 (0001048695-26-000063): Third quarter fiscal 2026 revenue was $865 million, up 11% from $780 million; GAAP net income was $208 million, or $3.62 per diluted share, against $190 million, or $3.25, a year earlier. Non-GAAP EPS was $4.73 against $4.16. F5 raised fiscal 2026 guidance again, to revenue growth of approximately 9% to 10% (from 7% to 8%) and non-GAAP EPS of $17.21 to $17.33 (from $16.25 to $16.55). Fourth quarter guidance is revenue of $870 million to $890 million and non-GAAP EPS of $4.14 to $4.26. The release added insurance recoveries from the cyber incident to its list of non-GAAP adjustments. ## Cybersecurity incident - 2025-10-15 (0001048695-25-000149, Item 1.05): F5 disclosed that on August 9, 2025 it learned a nation-state threat actor had gained unauthorized access to certain systems. The actor kept long-term, persistent access to the BIG-IP product development environment and engineering knowledge management platform, and exfiltrated files containing some BIG-IP source code and information on undisclosed vulnerabilities. F5 said it had no evidence of access to CRM, financial, support case management or iHealth data, or of changes to its software supply chain, and no evidence NGINX or F5 Distributed Cloud Services and Silverline systems were accessed. On September 12, 2025 the U.S. Department of Justice determined that delaying public disclosure was warranted under Item 1.05(c). F5 said the incident had not had a material impact on operations and it was evaluating the possible impact on its financial condition and results. - Form 10-Q filed 2026-08-06 (0001048695-26-000067): F5 incurred $3.0 million of incident costs in the third quarter and $26.5 million in the first nine months of fiscal 2026, and recorded $5.3 million of insurance recoveries in other income, net. The filing says customers and third parties may assert claims and that F5 has received a small number of government inquiries. ## Acquisitions - CalypsoAI (AI security): Signed and announced 2025-09-11 (0001048695-25-000143, Item 7.01), with $180 million of purchase consideration financed mainly with cash and an expected close in the fourth fiscal quarter of 2025. It closed on September 26, 2025 for $145.2 million in cash, with CalypsoAI becoming a wholly owned subsidiary at closing, according to the 10-Q filed 2026-08-06 (0001048695-26-000067). No Form 8-K reported the closing. - SurePath AI, Inc. (AI discovery and shadow-AI detection): Closed on June 15, 2026 for $50.1 million, with $39.1 million of goodwill recorded and no material effect on operating results, according to the 10-Q filed 2026-08-06 (0001048695-26-000067). No Form 8-K covers this acquisition. ## Capital actions - The 10-Q (0001048695-26-000067) reports that F5 repurchased $500.0 million of stock in the first nine months of fiscal 2026, including $100.0 million in the third quarter. $422.4 million remained authorized under the repurchase program as of June 30, 2026. The program was last increased by $1.0 billion on October 25, 2024. - 2026-03-13 (0001048695-26-000036): Shareholders approved the F5, Inc. 2026 Incentive Award Plan on March 12, 2026, adding 3,500,000 new shares, and the board adopted a new Non-Employee Director Compensation Program. The plan vote was 32,363,363 for and 16,116,797 against. ## Board and management - 2025-10-15 (0001048695-25-000149, Item 5.02): Director Michael Montoya resigned from the board on October 9, 2025 and became Chief Technology Operations Officer on October 13, 2025. The board shrank from eleven to ten members. - 2025-10-27 (0001048695-25-000153, Item 5.02): On October 24, 2025 the board decided that CEO and President Francois Locoh-Donou would also become Chair after the March 2026 annual meeting, succeeding Alan Higginson, who is retiring after about 30 years as a director. A lead independent director is to be appointed. The 2026-04-28 and 2026-07-27 filings list Mr. Locoh-Donou as Chairman, President and CEO. - 2026-03-13 (0001048695-26-000036): Annual meeting on March 12, 2026 elected eight directors. - 2026-04-28 (0001048695-26-000044): Anand Eswaran was appointed a director on April 24, 2026, joining the Audit and Talent and Compensation Committees. - 2026-06-23 (0001048695-26-000059): Gavin Munroe was appointed a director on June 17, 2026, joining the Risk and Audit Committees.