FFIV 8-K: Earnings release attached; Chair transition planned

Rhea-AI Filing Summary

F5, Inc. filed an 8-K announcing two items. First, it issued a press release covering financial results for the fourth quarter ended September 30, 2025, attached as Exhibit 99.1 and not treated as filed under the Exchange Act. Second, the Board determined that CEO and President François Locoh-Donou will also become Chair of the Board following the next Annual Meeting of Shareholders, expected in March 2026. Current Chair Alan J. Higginson will retire, and the Board will appoint a lead independent director at that time.

8-K Event Classification

3 items: 2.02, 5.02, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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):

October 24, 2025

F5, Inc.

(Exact name of registrant as specified in its charter)

Washington

000-26041

91-1714307

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

801 5th Avenue

Seattle

,

WA

98104

(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 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 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 2.02 Results of Operations and Financial Condition

On October 27, 2025, F5, Inc. (the "Company" or "F5") issued a press release regarding its financial results for the fourth quarter ended September 30, 2025. 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 24, 2025, F5’s Board of Directors (the “Board”) determined that current Chief Executive Officer and President, François Locoh-Donou, would assume the additional role of Chair of the Board following the Company’s next Annual Meeting of Shareholders, which is expected to be held in March 2026. Mr. Locoh-Donou will succeed current Chair, Alan J. Higginson, who, as previously announced, will be retiring after nearly 30 years as a Company director and 20 years as the Company’s Chair. At that time, the Board will also appoint a lead independent director as part of the transition to ensure independent oversight.

This report contains forward-looking statements regarding, among other things, retirement and succession of the Chair of the Board. 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 and events could differ materially from those conveyed 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, events (including Chair succession) or achievements of the Company to be materially different from any future results, performance, events or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to: changes in the details and timing of Chair succession and related Board actions 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. 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. The Company assumes no obligation to revise or update these forward-looking statements.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

99.1						Press Release of F5, Inc. announcing quarterly earnings dated October 27, 2025.
104						Cover 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: October 27, 2025

By:

/s/ François Locoh-Donou

François Locoh-Donou

President and Chief Executive Officer

FAQ

What did F5 (FFIV) report in this 8-K?

F5 issued a press release for its fourth quarter ended September 30, 2025, attached as Exhibit 99.1, and announced a planned Board leadership transition.

When will F5’s CEO become Chair of the Board?

The Board determined that François Locoh-Donou will assume the Chair role following the next Annual Meeting, expected in March 2026.

Who is retiring from F5’s Board?

Alan J. Higginson, the current Chair, will retire after nearly 30 years as a director and 20 years as Chair.

Will F5 maintain independent Board oversight?

Yes. At the time of the transition, the Board will appoint a lead independent director.

Is the Q4 FY2025 press release part of the filing record?

The press release is attached as Exhibit 99.1 and is stated as not treated as filed for Exchange Act purposes.

What period does the earnings press release cover for FFIV?

It covers financial results for the fourth quarter ended September 30, 2025.