F5 (NASDAQ: FFIV) proxy shows $3.1B revenue, new CEO-Chair role and pay design

Q: When is F5, Inc. (FFIV) holding its fiscal 2025 annual shareholders meeting and how can investors attend?

The annual meeting is scheduled for March 12, 2026 at 11:00 a.m. Pacific Time and will be held virtually via live webcast at www.virtualshareholdermeeting.com/FFIV2026 . Shareholders of record as of January 6, 2026 can attend online and vote by following the instructions provided with their proxy materials.

Q: What proposals is F5, Inc. (FFIV) asking shareholders to vote on in this proxy statement?

Shareholders are being asked to vote on four items: (1) election of eight directors to serve until the fiscal 2026 annual meeting, (2) approval of the F5, Inc. 2026 Incentive Award Plan , (3) an advisory vote to approve compensation of named executive officers, and (4) ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026. The Board recommends voting FOR all proposals.

Q: How did F5, Inc. (FFIV) perform financially in fiscal year 2025 according to the proxy?

The proxy highlights fiscal 2025 revenue of $3.1 billion , cash flow from operations of $950 million , and GAAP net income of $692 million . It also notes that F5 returned $500 million to shareholders through share repurchases. These figures underscore continued top‑line growth and strong cash generation.

Q: What changes to board leadership and governance does F5, Inc. (FFIV) describe in the proxy?

The proxy explains that long‑time Chair Alan J. Higginson will retire and not stand for re‑election. Following the meeting, the Board plans to combine the Chair and CEO roles, appointing François Locoh‑Donou as Chair, subject to his re‑election. To balance this, independent director Michel Combes has been appointed as Lead Independent Director with expanded duties. The company also updated its Corporate Governance Guidelines and emphasizes practices such as majority voting, stock ownership guidelines, a clawback policy, and prohibitions on hedging, pledging, and short sales of company stock.

Q: What ESG and workforce initiatives does F5, Inc. (FFIV) highlight in its proxy statement?

F5 describes environmental goals to reduce absolute Scope 1 and 2 emissions by 50% and Scope 3 emissions by 43% by 2030 from a 2021 baseline. It reports a 10% reduction in total emissions from fiscal 2023 to 2024, including a 16% decline in Scope 1 and 2 and 10% in Scope 3, along with third‑party verification of Scope 1 and 2 data. The company also notes strong employee engagement scores, a global workforce of 6,578 employees as of September 30, 2025, and over $3.9 million in charitable donations to more than 3,900 nonprofits in fiscal 2025, driven by high employee participation in its Global Good programs.

Q: How are non-employee directors of F5, Inc. (FFIV) compensated, based on fiscal 2025 data?

Non‑employee directors receive a mix of cash retainers and RSU grants . The standard annual cash retainer is $60,000 , with additional amounts for the Board Chair and committee chairs and members. On March 13, 2025 each non‑employee director received 934 RSUs under the F5, Inc. Incentive Plan, with a grant date fair value of approximately $275,156 , scheduled to fully vest on March 11, 2026 if the director remains in service. Newly appointed directors Julie M. Gonzalez and Maya McReynolds also received 480 RSUs each on November 1, 2024, which vested on March 12, 2025.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

DEF 14A

Rhea-AI Filing Summary

F5, Inc. is asking shareholders to vote at its virtual fiscal 2025 annual meeting on March 12, 2026 to elect eight directors, approve the 2026 Incentive Award Plan, approve executive pay on an advisory basis, and ratify PricewaterhouseCoopers LLP as auditor for 2026.

The Board plans to combine the Chair and CEO roles, with CEO François Locoh‑Donou becoming Chair if re‑elected, and has created a strengthened Lead Independent Director role filled by Michel Combes. Seven of eight nominees are independent and the Board highlights majority voting, robust stock ownership guidelines, a clawback policy, and prohibitions on hedging and pledging.

For fiscal 2025, F5 reports revenue of $3.1 billion, cash flow from operations of $950 million, GAAP net income of $692 million, and $500 million returned to shareholders via repurchases. The executive pay program is heavily performance‑based, tying bonuses and equity to revenue, non‑GAAP operating income, earnings per share, and relative total shareholder return, with changes to make performance stock units vest over three years.

The proxy details ESG and workforce initiatives, including 2030 emissions‑reduction targets, a 10% cut in total emissions from fiscal 2023 to 2024, strong employee engagement scores, and over $3.9 million in charitable giving directed by employees.

Insights

Routine but detailed proxy: strong 2025 results, tighter pay–performance link, and a CEO/Chair combination offset by an empowered Lead Independent Director.

The materials describe a standard U.S. large‑cap governance setup with some notable changes. The Board will combine the CEO and Chair roles by elevating François Locoh‑Donou to Chair after the meeting, while designating Michel Combes as a Lead Independent Director with expanded responsibilities. Seven of eight nominees are independent, committees are fully independent, and the company emphasizes majority voting, regular board refreshment, and third‑party board self‑assessments.

On performance, F5 reports fiscal 2025 revenue of $3.1 billion, cash flow from operations of $950 million, GAAP net income of $692 million, and share repurchases of $500 million. Executive pay is structured with base salary, cash incentives, and equity, with a large share in performance‑based vehicles linked to revenue, non‑GAAP operating income, earnings per share, and relative total shareholder return over multi‑year periods. A 4x multiplier was added to the short‑term incentive formula, and relative TSR performance stock units are moving to a three‑year cliff schedule, reinforcing outcome sensitivity.

From an ESG perspective, the proxy notes a 2030 target to cut absolute Scope 1 and 2 emissions by 50% and Scope 3 by 43% from a 2021 baseline, with a reported 10% reduction in total emissions between fiscal 2023 and 2024 and third‑party verification of Scope 1 and 2 data. It also details high employee engagement scores and broad participation in charitable programs. Overall, these disclosures provide transparency but do not, on their own, represent a transformative event; their significance will depend on future financial and governance outcomes discussed in subsequent filings.

01/26/2026 - 04:27 PM

TABLE OF CONTENTS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by the Registrant x	Filed by a party other than the Registrant o

Check the appropriate box:


o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Under Rule 14a-12

F5, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


x	No fee required

o	Fee paid previously with preliminary materials.

o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



	Table of Contents

Notice of Fiscal Year

2025 Annual

Shareholders Meeting


MEETING DETAILS		Time and Date March 12, 2026 at 11:00 a.m. Pacific Time

		Virtual Meeting Location This year is a virtual meeting at www.virtualshareholdermeeting.com/FFIV2026

		Record Date January 6, 2026. Only shareholders of record at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting.


ITEMS OF BUSINESS	1	To elect eight directors nominated by the Board of Directors of the Company to hold office until the Annual Meeting of Shareholders for fiscal year 2026;
	2	To approve the F5, Inc. 2026 Incentive Award Plan;
	3	To approve, on an advisory basis, the compensation of our named executive officers;
	4	To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026; and
	5	To transact such other business as may properly come before the meeting and any adjournments or postponements thereof.


	By Order of the Board of Directors,

	ANGELIQUE M. OKEKE Secretary

	Seattle, Washington January 26, 2026



	Table of Contents
		Notice of Fiscal Year 2025 Annual Shareholders Meeting



	Your Vote Is Important! Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, please promptly vote and submit your proxy by phone, over the Internet, or by signing, dating, and returning the accompanying proxy card in the enclosed, prepaid, return envelope or otherwise completing the appropriate voting instruction form. If you decide to attend the Annual Meeting and wish to vote virtually at the meeting, please see “Questions and Answers About the Annual Meeting and These Proxy Materials” below.


	Important Notice Regarding the Availability of Proxy Materials for the Company’s Annual Meeting of Shareholders on March 12, 2026. The F5, Inc. Proxy Statement and 2025 Annual Report to Shareholders are available online at www.proxyvote.com and on our website at www.f5.com under the “Company — Investor Relations — Financials” section. Please do not return the enclosed paper ballot if you are voting over the Internet or by telephone.


WAYS TO VOTE		Vote by Internet www.proxyvote.com — 24 hours a day/7 days a week

		Vote by Telephone 1-800-690-6903 via touch-tone — 24 hours a day/7 days a week

		Vote Online During the Meeting See “Questions and Answers About the Annual Meeting and These Proxy Materials — How do I vote? — Voting “Virtually” at the Annual Meeting” below.

Use the Internet to transmit your voting instructions and for electronic delivery of

information up until 11:59 p.m. Eastern Time on March 11, 2026. Have your proxy card or

notice in hand when you access the website and follow the instructions to obtain your

records and to create an electronic voting instruction form.

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m.

Eastern Time on March 11, 2026. Have your proxy card or notice in hand when you call

and then follow the instructions.

Your cooperation is appreciated since a majority of the shares of Company Common Stock

entitled to vote must be represented at the virtual Annual Meeting, either in person or by

proxy, to constitute a quorum for the conduct of business.

Please note that brokers may not vote your shares on the election of directors, on

the vote to approve the 2026 F5, Inc. Incentive Award Plan or on the advisory vote on

executive compensation, in the absence of your specific instructions as to how to

vote. Please vote your proxy or provide your specific instructions to your broker so

your vote can be counted.



	Table of Contents

Table of Contents


Proxy Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Annual Meeting of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Voting Matters and Vote Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Board & Governance Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Awards and Company Recognition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Fiscal Year 2025 Performance Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Compensation Policies and Practices Linked to Shareholder Value Creation and Risk Mitigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Director Nominees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Board Skills Matrix and Demographics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Questions and Answers About the Annual Meeting and These Proxy Materials	7
Why am I receiving these materials? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
How does the Board of Directors recommend that I vote? . . . . . . . . . . . . . . . . . . . . . . .	7
Will there be any other items of business on the agenda? . . . . . . . . . . . . . . . . . . . . . . .	7
Who is entitled to vote at the Annual Meeting? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
What constitutes a quorum, and why is a quorum required? . . . . . . . . . . . . . . . . . . . . .	7
What is the difference between holding shares as a shareholder of record and as a beneficial owner? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
How do I vote? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Can I revoke or change my vote after I submit my proxy? . . . . . . . . . . . . . . . . . . . . . . .	9
What will happen if I do not vote my shares? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
What if I do submit my proxy but do not specify how my shares are to be voted? . . .	9
What is the effect of an abstention or a “broker non-vote”? . . . . . . . . . . . . . . . . . . . . . .	9
What is the vote required for each proposal? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Why are we holding a virtual Annual Meeting? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
How can I attend and participate in the Annual Meeting? . . . . . . . . . . . . . . . . . . . . . . . .	10
Can shareholders ask questions at the virtual Annual Meeting? . . . . . . . . . . . . . . . . . .	11
What if I have technical difficulties or trouble accessing the virtual meeting website during the check-in time or during the Annual Meeting? . . . . . . . . . . . . . . . . . . . . . . .	11
What happens if the Annual Meeting is adjourned or postponed? . . . . . . . . . . . . . . . . .	11
Who is making this proxy solicitation and paying for the costs of this proxy solicitation? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
How can I find the results of the Annual Meeting? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Shareholder Engagement and Annual Advisory Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Company and Governance Topics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Risk Oversight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Compensation Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . . . . .	19
Related Person Transactions Policy and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
Certain Relationships and Related Person Transactions . . . . . . . . . . . . . . . . . . . . . . . .	20
Insider and Derivatives Trading and Hedging Policies and Arrangements . . . . . . . . . .	20
Code of Ethics for Senior Financial Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
Meetings of the Board of Directors and Standing Committees; Attendance at Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
Stock Ownership Guidelines for Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
Nominees and Continuing Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
Director Nomination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32
Communications with Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34



	Table of Contents
		Table of Contents


Compensation of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34
Director Compensation for Fiscal Year 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35
Compensation Risk Assessment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36
Compensation Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	38
Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	38
Factors to Consider . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
Compensation Policies and Practice Linked to Shareholder Value Creation and Mitigation of Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
Fiscal Year 2025 Corporate Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40
Executive Compensation Program Objectives and Compensation Philosophy . . . . . .	42
Shareholder Engagement and Annual Advisory Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42
Elements of Our Fiscal Year 2025 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	43
How Each Element Fits into our Overall Compensation Objectives and Affects Other Elements of Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	43
Factors Considered by the Compensation Committee in Establishing Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	50
Impact of Accounting and Tax Treatments of a Particular Form of Compensation . . .	53
Employment Contracts and Double-Trigger Change-of-Control Arrangements . . . . . .	53
Named Executive Compensation Tables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	54
Summary Compensation Table for Fiscal Year 2025 . . . . . . . . . . . . . . . . . . . . . . . .	54
Grants of Plan-Based Awards in Fiscal Year 2025 . . . . . . . . . . . . . . . . . . . . . . . . . .	56
Outstanding Equity Awards at September 30, 2025 . . . . . . . . . . . . . . . . . . . . . . . . .	58
Option Exercises and Stock Vested in Fiscal Year 2025 . . . . . . . . . . . . . . . . . . . . .	60
Potential Payments Upon Termination or Change of Control . . . . . . . . . . . . . . . . . . . . .	61
CEO Pay Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	64
Pay Versus Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	65
Report of the Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	69
Fees Paid to PricewaterhouseCoopers LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	70
Audit Committee Pre-Approval Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	70
Annual Independence Determination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	70
Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . .	71
Delinquent Section 16(a) Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	72
Equity Compensation Plan Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	73
Proposal 1: Election of Eight Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	75
Proposal 2: Approval of the 2026 Incentive Award Plan . . . . . . . . . . . . . . . . . . . . . .	76
Proposal 3: Advisory Vote to Approve Executive Compensation . . . . . . . . . . . . .	84
The Company’s Strong Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	84
Compensation and Governance Programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	84
Proposal 4: Ratification of Independent Registered Public Accounting Firm . .	86
Other Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	87
Shareholder Proposals for the Annual Meeting for Fiscal Year 2026 . . . . . . . . . .	87
Information Referenced in this Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	88
Proxy Materials Are Available on the Internet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	88
Householding of Proxy Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	89
Appendix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	A-1


Fiscal Year 2025 Proxy Statement	1



	Table of Contents

Proxy Summary

F5, Inc. (“F5” or the “Company”) is furnishing this Proxy Statement and the enclosed proxy

in connection with the solicitation of proxies by the Board of Directors of the Company (the

“Board of Directors” or the “Board”) for use at the Annual Meeting of Shareholders to be

held on March 12, 2026, at 11:00 a.m., Pacific Time, in a virtual format through a live

webcast at www.virtualshareholdermeeting.com/FFIV2026, and at any adjournments or

postponements thereof (the “Annual Meeting”). As used herein, “we,” “us,” “our,” “F5” or the

“Company” refers to F5, Inc., a Washington corporation. Proxy materials are being made

available and mailed to shareholders on or about January 26, 2026. The Company’s

principal executive offices are located at 801 Fifth Avenue, Seattle, Washington 98104.

The Company’s telephone number at that location is 206-272-5555.

This summary highlights information contained elsewhere in this Proxy Statement. This

summary does not contain all of the information that you should consider, and you should

read the entire Proxy Statement carefully before voting.


ANNUAL MEETING OF SHAREHOLDERS		Time and Date March 12, 2026 at 11:00 a.m. Pacific Time

		Virtual Meeting Location This year is a virtual meeting at www.virtualshareholdermeeting.com/FFIV2026

		Record Date January 6, 2026

		Mailing Date Approximately January 26, 2026

		Voting Shareholders as of the record date are entitled to vote. Each share of Company Common Stock is entitled to one vote for each director nominee and one vote for each of the proposals


	Proposal		Board Vote Recommendation	Page References for More Detail

VOTING MATTERS AND VOTE RECOMMENDATION
	1	To elect eight directors nominated by the Board to hold office until the Annual Meeting of Shareholders for fiscal year 2026	FOR (each nominee)	p. 75


	2	To approve the 2026 Incentive Award Plan	FOR	p. 76


	3	Advisory vote to approve the compensation of our named executive officers	FOR	p. 84


	4	To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026	FOR	p. 86


2	Fiscal Year 2025 Proxy Statement



	Table of Contents
		Proxy Summary


ABOUT F5	F5 specializes in application delivery and security. Our solutions are backed by three decades of expertise to ensure that every app is fast, available, secure, and ready for the AI era.



	Our Purpose	Our Vision

	Together, we help each other thrive and build a better digital world.	Deliver and secure every app.



OUR VALUES


BOARD & GOVERNANCE HIGHLIGHTS
BOARD & GOVERNANCE HIGHLIGHTS	Established Robust Lead Independent Director Role	7 of 8 Board Nominees are Independent	Declassified Board — All Directors Elected Annually



	Share Ownership Guidelines for Executives & Directors	Clawback Policy for Named Executive Officers	Majority Voting for All Directors



	Independent Directors Meet Without Management Present	Prohibition on Hedging, Pledging and Short Sale of Company Stock	Third-Party Led Board Self-Assessment Process



	Implemented Political Contributions Policy	Refreshed the Corporate Governance Guidelines	Five New Independent Board Members Added in Last Four Years


Fiscal Year 2025 Proxy Statement	3



	Table of Contents
		Proxy Summary



AWARDS AND COMPANY RECOGNITION
AWARDS AND COMPANY RECOGNITION	F5's BIG-IP and Distributed Cloud Services Received 2025 TrustRadius Top Rated Awards	F5 Recognized in 25 Hottest AI Companies for Data Center and Edge: The 2025 CRN AI 100	CRN Named F5 in Top 25 IT Innovators of 2025


	F5 Listed in CRN's 20 Coolest Application Security Companies of 2025: The 2025 Security 100	F5 Employee Awarded CRN’s The Most Powerful Women of the Channel 2025: Power 100	KuppingerCole Recognized F5 as Overall Market Leader in WAAP


FISCAL YEAR 2025 PERFORMANCE HIGHLIGHTS	Annual revenue	Cash flow from operations

	3.1	950
	BILLION	MILLION


	GAAP net income	Cash returned to shareholders through share repurchases

	692	500
	MILLION	MILLION


COMPENSATION POLICIES AND PRACTICES LINKED TO SHAREHOLDER VALUE CREATION AND RISK MITIGATION
	Pay for performance	We emphasize pay for performance and align executive compensation with the Company’s business objectives and performance, and the creation of long-term shareholder value.


	Threshold performance metrics	Incentive-based compensation is at risk and payable only if certain threshold performance metrics are achieved.


	No excise tax gross-ups	The Company does not provide “golden parachute” excise tax gross-ups upon a change in control of the Company.


	Benefit plans	The Company offers its executive officers only modest perquisites that are supported by a business interest and are consistent with broad-based benefit plans available to other employees.


	Stock ownership guidelines	Directors and executives are subject to stock ownership requirements that encourage alignment with the interests of shareholders.


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		Proxy Summary


	Clawback policy	In the event of a restatement of any financial measure used in determining performance-based compensation for executives, the Company shall recover any payments to an executive in excess of what would have been received if determined based on the restated financial measure subject to limited exceptions.


	No hedging of stock	Executive officers, directors and other employees are prohibited from trading in puts, calls or other derivatives of Company Common Stock or otherwise engaging in short sales of Company Common Stock or hedging transactions related to Company Common Stock. In addition, executive officers, directors and other employees are prohibited, except under limited exceptions, from holding Company Common Stock in a margin account or pledging Company Common Stock as collateral for a loan.


	No re-pricing of options	Under the terms of the equity plan, the re-pricing of underwater options is prohibited absent shareholder approval.


	Double-trigger change of control agreements	The Company’s change of control agreements with its executives contain a “double trigger” feature.


	Annual advisory vote	Annual advisory vote on executive compensation provides shareholders with a direct opportunity to express their opinion regarding the Company’s executive pay practices.


	Capped incentive compensation	Executive incentive compensation is capped avoiding excessive risk-taking and limiting to a reasonable level the amount of total performance-based compensation paid.


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		Proxy Summary


DIRECTOR NOMINEES	The following table provides summary information about each director nominee. Each director named below is a continuing director and all directors are elected annually by a majority of votes cast.


						Committees
Name	Age	Director Since	Occupation	Independent	Other Public Boards	Audit	Risk	Talent and Compensation	Nominating


Marianne N. Budnik	57	October 2022	Chief Marketing Officer, VAST Data; Director, Cerence Inc.	ü	ü		l		n


Elizabeth L. Buse	64	September 2020	Director, U.S. Bancorp; Retired Chief Executive Officer, Monitise, Plc.	ü	ü		n	l	n


Michel Combes	63	September 2023	Chief Executive Officer, Brightspeed; Director, Philip Morris International Inc.	ü	ü	n		n


Tami Erwin	61	October 2023	Director, Deere & Company; Director, Xerox Corporation; Former Chief Executive Officer, Verizon Business Group	ü	ü	n		n


Julie M. Gonzalez	44	October 2024	Sr. Vice President, Business Finance, Workday, Inc.	ü		l	n


François Locoh-Donou	54	April 2017	President and Chief Executive Officer, F5; Director, Capital One Financial Corporation		ü


Maya McReynolds	54	October 2024	Chief Financial Officer, Client Solutions Group, Dell Technologies Inc.	ü		n			n


Nikhil Mehta	48	January 2019	Director, Pubmatic, Inc.; Director, Gainsight, Inc.	ü	ü		n	n


		l = Chair		n = Member		= Financial Expert(*)

*"Audit committee financial expert" as defined in Item 407 of Regulation S-K.


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BOARD SKILLS MATRIX AND DEMOGRAPHICS	Total number of directors: 8
BOARD SKILLS MATRIX AND DEMOGRAPHICS	Qualifications and Expertise		Marianne N. Budnik	Elizabeth L. Buse	Michel Combes	Tami Erwin	Julie M. Gonzalez	Francois Locoh-Donou	Maya McReynolds	Nikhil Mehta	Total

		Financial Experience(*)		l	l	l	l	l	l	l	7
		Global Business	l	l	l	l	l	l	l	l	8
		Senior Leadership	l	l	l	l	l	l	l	l	8
		Strategy & Risk Management	l	l	l	l	l	l	l	l	8
		Human Capital Management	l	l		l		l		l	5
		Security / Cybersecurity	l					l			2
		Software	l		l		l	l		l	5
		Capital Markets		l	l		l				3
		M&A Integration	l		l	l		l	l	l	6
		Operational Expertise			l	l		l			3
		Governance	l	l							2

	Demographics

	Gender Identity		F	F	M	F	F	M	F	M
	Asian									l
	Black							l
	Hispanic / Latino(a)						l
	White		l	l	l	l			l

*Represents Director nominees with financial fluency. The Board of Directors has

determined that Mr. Combes, and Mses. Gonzalez and McReynolds are “audit committee

financial experts” as defined in Item 407 of Regulation S-K.


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	Table of Contents
		Questions and Answers About the Annual Meeting and These Proxy Materials

Questions and Answers

About the Annual

Meeting and These

Proxy Materials

WHY AM I RECEIVING

THESE MATERIALS?

You are receiving these materials because you are a shareholder of the Company as of

the close of business on January 6, 2026 (the “Record Date”) and are entitled to receive

notice of the Annual Meeting and to vote on matters that will be presented at the meeting.

This Proxy Statement contains important information regarding our Annual Meeting, the

proposals on which you are being asked to vote, information you may find useful in

determining how to vote, and information about voting procedures.


HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE?	The Board of Directors recommends that you vote:

	•FOR the election of Marianne N. Budnik, Elizabeth L. Buse, Michel Combes, Tami Erwin, Julie M. Gonzalez, François Locoh-Donou, Maya McReynolds, and Nikhil Mehta as directors to hold office until the Annual Meeting of Shareholders for fiscal year 2026;

	•FOR the approval, of the F5, Inc. 2026 Incentive Award Plan;

	•FOR the approval, on an advisory basis, of the compensation of our named executive officers; and

	•FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

WILL THERE BE ANY

OTHER ITEMS OF

BUSINESS ON THE

AGENDA?

The Company is not aware, as of the date of this Proxy Statement, of any matters to be

voted upon at the Annual Meeting other than those stated in this Proxy Statement and the

accompanying Notice of Annual Meeting of Shareholders. If any other items of business or

other matters are properly brought before the Annual Meeting, your proxy gives

discretionary authority to the persons named on the proxy card with respect to those items

of business or other matters. The persons named on the proxy card intend to vote the

proxy in accordance with their best judgment.


WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?	Only holders of our Common Stock, no par value, at the close of business on the Record Date may vote at the Annual Meeting. We refer to the holders of Common Stock as “shareholders” throughout this Proxy Statement. Each shareholder is entitled to one vote for each share of Common Stock held as of the Record Date.

WHAT CONSTITUTES A

QUORUM, AND WHY IS

A QUORUM REQUIRED?

We need a quorum of shares of Common Stock eligible to vote to conduct business at our

Annual Meeting. A quorum exists when at least a majority of the outstanding shares

entitled to vote at the close of business on the Record Date are represented at the virtual

Annual Meeting either in person or by proxy. As of the close of business on the Record

Date, we had 56,811,090 shares of Common Stock outstanding and entitled to vote at the

virtual Annual Meeting, meaning that 28,405,546 shares of Common Stock must be

represented in person or by proxy to have a quorum. Abstentions and broker non-votes

(as described below) will also count towards the quorum requirement. Your shares will be

counted toward the number needed for a quorum if you: (i) submit a valid proxy card or

voting instruction form, (ii) give proper instructions over the telephone or on the Internet, or

(iii) in the case of a shareholder of record, virtually attend the Annual Meeting.


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		Questions and Answers About the Annual Meeting and These Proxy Materials


WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND AS A BENEFICIAL OWNER?	Shareholder of Record. You are a shareholder of record if at the close of business on the Record Date your shares were registered directly in your name with Equiniti Trust Company, our transfer agent.

	Beneficial Owner. You are a beneficial owner if at the close of business on the Record Date your shares were held by a brokerage firm or other nominee and not in your name. Being a beneficial owner means that, like many of our shareholders, your shares are held in “street name.” As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares by following the voting instructions your broker or nominee provides. If you wish to vote the shares you own beneficially at the virtual meeting, you should follow the voting instructions or other information you received from your broker or other nominee and the instructions on the website at www.virtualshareholdermeeting.com/FFIV2026. If you do not provide your broker or nominee with instructions on how to vote your shares or a legal proxy, your broker or nominee will be able to vote your shares with respect to some, but not all, of the proposals. Please see “What will happen if I do not vote my shares?” and “What if I do submit my proxy but do not specify how my shares are to be voted?” for additional information.


HOW DO I VOTE?	Shareholders of Record. If you are a shareholder of record, there are several ways for you to vote your shares:

	•Voting by Mail. You may submit your vote by completing, signing and dating each proxy card received and returning it in the prepaid envelope. Sign your name exactly as it appears on the proxy card. Proxy cards submitted by mail must be received no later than March 11, 2026 to be voted at the Annual Meeting. If you vote by telephone or on the Internet, please do not return your proxy card unless you wish to change your vote.

	•Voting by Telephone. You may vote by telephone by using the toll-free number listed on your proxy card.

	•Voting on the Internet. You may vote on the Internet by using the voting portal found at www.proxyvote.com. As with telephone voting, you can confirm that your instructions have been properly recorded. Voting via the Internet is a valid proxy voting method under the laws of the State of Washington (our state of incorporation).

	•Voting “Virtually” at the Annual Meeting. You may vote your shares at the Annual Meeting by following the instructions on the website at www.virtualshareholdermeeting.com/FFIV2026. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy card or voting instructions or vote by telephone or via the Internet by the applicable deadline so that your vote will be counted if you do not vote at the virtual Annual Meeting.

	Beneficial Owners. You may vote by the method explained on the voting instructions or other information you receive from the broker or nominee.


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		Questions and Answers About the Annual Meeting and These Proxy Materials


CAN I REVOKE OR CHANGE MY VOTE AFTER I SUBMIT MY PROXY?	Yes. You may revoke or change your vote after submitting your proxy by one of the following procedures:

	•Delivering a proxy revocation or another proxy bearing a later date to the Secretary of the Company at 801 Fifth Avenue, Seattle, Washington 98104 up until 11:59 p.m. Eastern Time the day before the Annual Meeting;

	•If you have voted by Internet or telephone and still have your control number, you may change your vote via Internet or telephone up until 11:59 p.m. Eastern Time the day before the Annual Meeting; or

	•Attending the Annual Meeting and voting virtually. If you are a beneficial owner, you should follow the voting instructions or other information you received from your broker or other nominee and the instructions on the website at www.virtualshareholdermeeting.com/FFIV2026.

	Please note that attendance alone at the Annual Meeting will not revoke a proxy; you must actually vote at the virtual Annual Meeting.


WHAT WILL HAPPEN IF I DO NOT VOTE MY SHARES?	Shareholders of Record. If you are the shareholder of record of your shares and you do not vote by mail, by telephone, via the Internet or virtually at the Annual Meeting, your shares will not be voted at the Annual Meeting.

	Beneficial Owners. If you are the beneficial owner of your shares, your broker or nominee may vote your shares only on those proposals on which it has discretion to vote. Under applicable stock exchange rules, your broker or nominee does not have discretion to vote your shares on non-routine matters, which include Proposals 1, 2 and 3. However, your broker or nominee does have discretion to vote your shares on routine matters such as Proposal 4.


WHAT IF I DO SUBMIT MY PROXY BUT DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?	If you are a shareholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted:

	•FOR the election of Marianne N. Budnik, Elizabeth L. Buse, Michel Combes, Tami Erwin, Julie M. Gonzalez, François Locoh-Donou, Maya McReynolds, and Nikhil Mehta as directors to hold office until the Annual Meeting of Shareholders for fiscal year 2026;

	•FOR the approval, of the 2026 Incentive Award Plan;

	•FOR the approval, on an advisory basis, of the compensation of our named executive officers; and

	•FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

WHAT IS THE EFFECT OF

AN ABSTENTION OR A

“BROKER NON-VOTE”?

Brokers or other nominees who hold shares of Common Stock for a beneficial owner

generally have the discretion to vote on routine proposals when they have not received

voting instructions from the beneficial owner at least ten days prior to the Annual Meeting.

A “broker non-vote” occurs when a broker or other nominee does not receive voting

instructions from the beneficial owner and does not have the discretion to direct the voting

of the shares. If you abstain from voting on a proposal, or if a broker or nominee indicates

it does not have discretionary authority to vote on a proposal, the shares will be counted

for the purpose of determining if a quorum is present but will not be included in the vote

totals with respect to the proposal. Furthermore, any abstention or broker non-vote will

have no effect on the proposals to be considered at the Annual Meeting since these

actions do not represent votes cast by shareholders.


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		Questions and Answers About the Annual Meeting and These Proxy Materials


WHAT IS THE VOTE REQUIRED FOR EACH PROPOSAL?	Proposal		Vote Required*	Broker Discretionary Voting Allowed
	1	Election of eight directors nominated by the Board to hold office until the Annual Meeting of Shareholders for fiscal year 2026	Majority of Votes Cast	No
	2	Approval of the 2026 Incentive Award Plan	Majority of Votes Cast	No
	3	Advisory vote to approve the compensation of our named executive officers	Majority of Votes Cast	No
	4	Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026	Majority of Votes Cast	Yes

*Under Washington law and the Company’s Fourth Amended and Restated Articles of

Incorporation (the “Articles”) and Eighth Amended and Restated Bylaws (the “Bylaws”), if

a quorum exists at the meeting, a nominee for director in an uncontested election will be

elected by the vote of the majority of votes cast. A majority of votes cast means that the

number of shares cast “FOR” a director’s election exceeds the number of votes cast

“AGAINST” that director. If a director nominee who is an incumbent does not receive the

requisite votes, that director’s term will end on the earliest of (i) the date on which the

Board appoints an individual to fill the office held by that director; (ii) 90 days after the date

on which an inspector determines the voting results as to that director; or (iii) the date of

that director’s resignation. With respect to Proposals 2, 3 and 4, a majority of votes cast

means that the number of votes cast “FOR” the matter exceeds the number of votes cast

“AGAINST” the respective matter.

With respect to Proposal 1, you may vote FOR the nominee, AGAINST the nominee, or

you may vote ABSTAIN as to the nominee. The nominee will be elected if he or she

receives more FOR votes than AGAINST votes. Proxies may not be voted for more than

eight directors and shareholders may not cumulate votes in the election of directors.

With respect to Proposals 2, 3 and 4, you may vote FOR, AGAINST or ABSTAIN as to

each proposal.


WHY ARE WE HOLDING A VIRTUAL ANNUAL MEETING?	We believe that it is best to hold a virtual only Annual Meeting because a virtual meeting provides broad and convenient access to and enables participation by our shareholders in a cost-reducing and environmentally friendly way. The virtual Annual Meeting will allow our shareholders to ask questions and to vote.

HOW CAN I ATTEND AND

PARTICIPATE IN THE

ANNUAL MEETING?

The Annual Meeting will be a completely virtual meeting of shareholders conducted

exclusively via live audio webcast. You will be able to attend the Annual Meeting by visiting

www.virtualshareholdermeeting.com/FFIV2026. To participate in the Annual Meeting, you

will need the 16-digit control number included on your Notice of Internet Availability, proxy

card, or voting instruction form. The Annual Meeting will begin promptly at 11:00 a.m.

Pacific Time on March 12, 2026. We encourage you to access the virtual meeting website

prior to the start time. Online check-in will begin at 10:45 a.m. Pacific Time, and you

should allow ample time to ensure your ability to access the meeting.

We will hold our question-and-answer session with management immediately following the

conclusion of the business to be conducted at the Annual Meeting.

You may submit a question at any time during the meeting by visiting

www.virtualshareholdermeeting.com/ FFIV2026. The Chair of the meeting has broad

authority to conduct the Annual Meeting in an orderly manner, including establishing rules

of conduct. A copy of the Rules of Conduct will be available online at the Annual Meeting.


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	Table of Contents
		Questions and Answers About the Annual Meeting and These Proxy Materials

CAN SHAREHOLDERS

ASK QUESTIONS AT

THE VIRTUAL ANNUAL

MEETING?

Yes. We have designed the format of the virtual Annual Meeting to ensure that our

shareholders are afforded the same rights and opportunities to participate as they would

have at an in-person meeting. After the voting results are announced at the Annual

Meeting, we will hold a Q&A session during which we intend to answer questions

submitted during the meeting that are pertinent to the Company, as time permits, and

in accordance with our Rules of Conduct for the Annual Meeting. During the Annual

Meeting, you can view our Rules of Conduct and submit any questions at

www.virtualshareholdermeeting.com/FFIV2026. Only shareholders will be permitted

to ask questions during the meeting.


WHAT IF I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE VIRTUAL MEETING WEBSITE DURING THE CHECK-IN TIME OR DURING THE ANNUAL MEETING?	Technicians will be available to assist you if you experience technical difficulties accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the Basic Call Center Support numbers located on the meeting login page for assistance.


WHAT HAPPENS IF THE ANNUAL MEETING IS ADJOURNED OR POSTPONED?	Your proxy will still be effective and will be voted at the rescheduled Annual Meeting as applicable. You will still be able to change or revoke your proxy until it is voted.

WHO IS MAKING THIS

PROXY SOLICITATION

AND PAYING FOR THE

COSTS OF THIS PROXY

SOLICITATION?

The Board of Directors of the Company is soliciting the proxies accompanying this Proxy

Statement. The Company will pay all of the costs of this proxy solicitation. However, you

will need to obtain your own Internet access if you choose to access the proxy materials

and/or vote over the Internet. In addition to mail solicitation, officers, directors, and

employees of the Company may solicit proxies personally or by telephone, without

receiving additional compensation. The Company has retained Alliance Advisors to assist

with the solicitation of proxies in connection with the Annual Meeting. The Company will

pay Alliance Advisors customary fees, which are expected to be $14,000 plus expenses.

The Company, if requested, will pay brokers, banks, and other fiduciaries that hold shares

of Common Stock for beneficial owners for their reasonable out-of-pocket expenses of

forwarding these materials to shareholders.


HOW CAN I FIND THE RESULTS OF THE ANNUAL MEETING?	We intend to announce preliminary voting results at the Annual Meeting and publish final results on a Form 8-K within four business days of the Annual Meeting. The Form 8-K will be available on our website at www.f5.com under the “Company — Investor Relations — Financials — SEC Filings” section.


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	Table of Contents

Corporate Governance

The Company’s relationship with its shareholders is an important part of the Company’s

success and the Company believes it is important to engage with its shareholders and to

obtain their perspectives. The Company’s management team believes that this approach to

engaging openly with the Company’s shareholders on topics such as executive

compensation, employees and governance issues drives increased corporate

accountability, improves decision making, and ultimately creates long-term value. The

Company is committed to:


		Accountability Driving and supporting strong corporate governance and Board practices to ensure oversight, accountability, and good decision making.

		Transparency Maintaining transparency on a range of financial, executive compensation, and governance issues to build trust and foster two-way dialogue that supports the Company’s business success.

		Engagement Proactively engaging with shareholders in conversations on a variety of topics to identify emerging trends and issues to inform the Company’s thinking and approach.

SHAREHOLDER

ENGAGEMENT AND

ANNUAL ADVISORY VOTE

The Company’s senior management team, including the President and Chief Executive

Officer, Chief Financial Officer, and Vice President of Investor Relations, regularly engages

in meaningful dialogue with shareholders and potential shareholders through in-person

and remote meetings. During fiscal year 2025, F5 met or spoke directly with more than

125 institutional investors, including shareholders representing approximately 19% of the

Company’s total outstanding shares (based on holdings as set forth in their SEC filings as

of September 30, 2025).

In addition to its routine shareholder engagement, the Company engages in proactive

outreach to shareholders to discuss and receive input, provide additional information, and

address questions relating to, among other things, our executive compensation programs,

sustainability, governance, and other matters. These engagements enable us to better

understand our shareholders’ priorities and perspectives and provide us with useful input.

In response to shareholder feedback, we adopted a Political Contributions Policy during

fiscal year 2025. This policy is designed to help the Company manage political

contributions and other similar expenditures and related engagements and activities in a

transparent, legal, and ethical manner and in accordance with the Company’s values.

Pursuant to the Political Contributions Policy, the Company will, beginning from January 1,

2026, compile and publish a report of its political contributions and certain other related

spending on a semi-annual basis. The policy is and the semi-annual reporting will be

available at www.f5.com under the “Company — Investor Relations — Governance

Documents” section.

The Talent and Compensation Committee (the "Compensation Committee") carefully

considers feedback from shareholders about the Company’s executive compensation

program, including the results of the shareholders’ annual advisory vote on named

executive officer compensation. The Committee believes last year’s approximate 91%

approval vote reflects overall support for the executive compensation program.

Shareholders are invited to express their views to the Committee, including as described

below under the heading “Communications with Directors.”


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	Table of Contents
		Corporate Governance


COMPANY AND GOVERNANCE TOPICS	At F5, we care deeply not just about what we do, but how we do it. Our guiding principle to “do the right thing” applies to our employees, officers, Board of Directors, and our subsidiaries and controlled affiliates across the globe and is set forth in F5’s Code of Business Conduct and Ethics - available at www.f5.com under the “Company — Investor Relations — Governance Documents” section.

	Most importantly, our principle to “do the right thing” is expressed every day at F5 in what we call BeF5 (culture behaviors) and LeadF5 (leadership principles).

This approach is reflected in our commitment to the environmental sustainability of our

products and operations to the well-being of our employees and our communities.

F5’s Nominating and Environmental, Social and Governance Committee (the "Nominating

Committee") of the Board provides oversight of the Company’s strategy, disclosures, and

reporting metrics each quarter.

F5 also publishes an annual report aligned to the Sustainability Accounting Standards

Board (SASB) disclosure framework. The report is available at f5.com under the “Company

— Investor Relations” section for stakeholders.

In this report, F5 disclosed progress towards its 2030 target to reduce both absolute Scope

1 and 2 emissions by 50% and absolute Scope 3 emissions by 43% from the 2021

baseline. By optimizing its energy use, sourcing more renewable energy, and enhancing

the sustainability of its products and supply chain processes, F5 achieved a 10% reduction

in our total emissions from fiscal year 2023 to fiscal year 2024. This was driven by a 16%

year-over year reduction in Scope 1 and 2 emissions and a 10% year-over-year reduction

in Scope 3 emissions. To ensure the integrity of our emissions reporting, F5 also secured

third-party verification for our Scope 1 and 2 emissions data from fiscal year 2024. The

auditor’s verification letter is available on page 19 of F5’s 2024 report at f5.com under the

‘‘Company — Investor Relations section.

Employees

As of September 30, 2025, F5 had 6,578 employees – over 99% of whom were full-time

employees. Our employees are in 47 countries, with 47% of employees based in the

United States.

F5 experienced no work stoppages in fiscal year 2025 and none of our employees in the

United States are represented by a labor union. We believe that our employee relations are

in good standing overall, as evidenced by our bi-annual employee engagement survey

results. As of March 2025, our employees reported high satisfaction on several key

questions, including:

•85% of employees favorably rate “I am proud to work for F5.”

•90% of employees favorably rate "I trust my manager."

•91% of employees favorably rate “F5 shows a commitment to ethical business

decisions and conduct.”


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	Table of Contents
		Corporate Governance

A survey measure that F5 tracks closely as a gauge of our culture increased from fiscal

year 2024. As of March 2025, 80% of employees favorably rate “I feel a sense of belonging

at F5." This increase in Belonging, compared to 73% a year prior, is critical to F5’s efforts

to foster the culture that is so important to our employees' and our company's performance.

Growth and Development

We provide employees with opportunities to improve their technical and professional

knowledge, nurture our innovation ecosystem, strengthen management and leadership, as

well as maintain high standards of business integrity through ongoing compliance training.

These development opportunities are available through live employee events and third-

party on-demand tools and are led by a mix of individual and AI coaches. In fiscal year

2025, F5 invested in tailored coaching and skills-building for its people managers to help

continuously raise the bar on performance at F5.

Compensation and Benefits

F5 aims to attract, reward, and retain extraordinary talent from a wide range of

backgrounds by offering a total compensation package that is equitable, flexible, and

market competitive.

This includes the pay, incentive plans, restricted stock unit grants ("RSUs"), Employee

Stock Purchase Plan, retirement plans, healthcare, paid time off and family leave F5

provides to employees, as well as the programs that support the broad needs of our

employees’ overall health and wellbeing. In fiscal year 2025, F5 also renewed our popular

Wellness Weekends to provide one weekend a quarter when all employees have a set

Friday through Monday off to reset and refresh.

Belonging

F5 is steadfast in its commitment to create an inclusive workplace. F5 believes our

differences – when embraced with humility and respect – drive smarter decisions,

increased innovation, stronger performance, and a culture where everyone can be

themselves and reach their full potential.

The most critical drivers of our inclusion efforts year after year are represented in our

seven Employee Inclusion Groups ("EIGs"). Since our first EIG was established in 2013,

these global communities represent a space for all F5ers to collaborate, share

experiences, and learn.

Global Good

F5 Global Good represents the Company’s commitment to community development.

Together, F5 and its employees donated over $3.9 million to over 3,900 non-profits

worldwide in fiscal year 2025.

We are proud that employees direct the entirety of Global Good’s donations, through both

the Company matching program and grant selection committees. In fiscal year 2025, 72%

of worldwide employees participated in Global Good programs and volunteered more than

13,000 hours in their communities.


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	Table of Contents
		Corporate Governance

Our Board Leadership Structure

On July 24, 2025, F5 was informed by its Chair, Mr. Higginson, that he would be retiring

and will not stand for re-nomination as a director. Mr. Higginson conveyed that after almost

30 years as a Company director and 20 years as the Company’s Chair, he believes it is the

right time for him to retire from the Board. Mr. Higginson’s decision was not the result of

any disagreement with the Company, its operations, policies, or practices.

In connection with Mr. Higginson’s retirement from the Board, the independent members of

the Board approved combining the roles of Chief Executive Officer and Chair and

appointed François Locoh-Donou to serve as F5’s Chair immediately following the Annual

Meeting, subject to his reelection by shareholders. The independent members of the Board

believe that Mr. Locoh-Donou will be able to leverage his deep understanding of F5’s

business to elevate the right strategic opportunities and identify key risks and mitigation

approaches for the Board’s review, as well as communicate F5’s business and strategy to

shareholders and other stakeholders in a single voice.

In connection with this change in Board structure and consistent with its duties under its

charter and F5’s Corporate Governance Guidelines, the Nominating Committee developed

criteria for a Lead Independent Director role. Based on such criteria and after considering

the recommendations of the Nominating Committee, the independent directors of the

Board subsequently appointed Michel Combes, a current independent member of the

Board, to serve as Lead Independent Director. The independent directors of the Board

believe Combes possesses independent perspective and judgment, strong leadership skills

and integrity, can devote sufficient time to this role, and will promote open dialogue among

the independent directors. The independent members of the Board also believe that

Combes will serve as a strong counterbalance to the Chair, by facilitating independent

oversight of management and challenging management as necessary.

In connection with Mr. Locoh-Donou's and Mr. Combes’ appointments, the Board, at the

recommendation of the Nominating Committee, amended F5’s Corporate Governance

Guidelines, to increase the robustness of the duties and responsibilities associated with the

Lead Independent Director position and to help ensure the exercise of independent

judgment by the Board. The Board believes that the duties of the Lead Independent

Director role are broad, substantive, and overlap considerably with the duties of an

independent chair, promoting independent oversight over management and accountability

to shareholders.

A summary of the duties of our Chair and Lead Independent Director is provided below.



	Duties of the Chair •Presides at all meetings of the Board, other than executive sessions of the independent directors •Leads Board assessment of critical Company and Board needs (including the appropriate size of the Board), and development of a matrix of critical needs based on the present and future strategic objectives of the Company and the specific skills required for the Board as a whole •Serves as chairperson of shareholder meetings •Establishes board meeting schedules and agendas and ensures that information is timely presented to the Board, subject to the approval of the Lead Independent Director •Consults with Lead Independent Director regarding the annual performance evaluation of the Board and its committees •Has the authority to request that other Board members communicate with stakeholders and must be informed of all Board-stakeholder communications •Approves reimbursement for director education expenses


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	Duties of the Lead Independent Director •Acts as principal liaison between the Board Chair and the independent directors •Presides at all meetings of the Board at which the Board Chair is not present, including executive sessions of the independent directors •Approves Board meeting schedules, agendas and materials •Develops agendas for executive sessions of independent members of the Board •Attends meetings of the Board committees regularly •Has the authority to hire independent legal, financial or other advisors •Consults with the Nominating Committee on whether existing committee members have the requisite skill and personal qualities to perform the committee functions effectively •Consults on recommendations on specific Board candidates and recommendations on renomination by the Nominating Committee •Oversees the Board evaluation process with consultation from the Board Chair and chair of the Nominating Committee •Serves as contact for Board nominee or Board member conflicts of interest •In conjunction with the Talent and Compensation Committee, conducts an annual review of the CEO's performance •Has the authority to request that other Board members communicate with stakeholders and must be informed of all Board-stakeholder communications •Has the authority to liaise with shareholders directly

The Nominating Committee and the Board believe these appointments and corporate

governance changes are in the best interests of F5 and its shareholders. This new Board

leadership structure reflects the Board’s commitment to both strong, effective leadership

and sound governance, which are essential to guiding F5 through its next chapter of

growth and ensuring its long-term success.

Further, pursuant to the Corporate Governance Guidelines, the Chair and the Lead

Independent Director roles will both be evaluated and appointed on an annual basis, in

consultation with and on the recommendation of the Nominating Committee, with only

independent directors being able to determine the Lead Independent Director position and,

to the extent the Chair is not independent, the Chair position.

Committees of the Board

The Board of Directors has standing Audit, Risk, Talent and Compensation, and

Nominating Committees (collectively, the “Standing Committees”). Each of the Standing

Committees has a charter, copies of which are available on our website at www.f5.com

under the “Company — Investor Relations — Governance Documents” section.



All directors are expected to attend the Company’s Annual Meetings of Shareholders.	Audit Committee Our Audit Committee charter provides oversight of our policies and procedures relating to our accounting and financial controls. As described more fully in the Audit Committee charter, the functions of the Audit Committee include selecting, evaluating and, if necessary, replacing the Company’s independent registered public accounting firm; reviewing and approving the planned scope, proposed fee arrangements, and results of the annual audit; approving any proposed non- audit services to be provided by the independent registered public accounting firm; overseeing the adequacy of accounting and financial controls; reviewing the independence of the independent registered public accounting firm; overseeing the Company’s financial reporting process and overseeing the Company’s compliance with applicable laws and regulations.


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		Corporate Governance

The current Audit Committee members are Messrs. Combes and Dreyer, and Mses. Erwin,

Gonzalez (chair) and McReynolds. The Board of Directors has determined that Mr. Combes and

Mses. Gonzalez and McReynolds are “audit committee financial experts” as defined in Item 407

of Regulation S-K. Each current member of the Audit Committee is, and each member of the

Audit Committee during fiscal year 2025 was, an independent director as defined by the

Nasdaq Listing Rules.

Risk Committee

Our Risk Committee charter provides oversight of management’s responsibility to implement an

effective global risk management framework reasonably designed to identify, assess, and manage the

Company’s strategic, legal & regulatory, talent management, technology & cybersecurity and other

operational risks. As described more fully in the Risk Committee Charter, the functions of the Risk

Committee include periodic review and discussion with management of the overall risk profile of the

company and the processes for identifying, evaluating, and mitigating such risk profile; review and

discussion with management of the Company’s major risk exposures and the steps management has

taken and expects to take to monitor and control those exposures; review of the Company’s enterprise

risk management policy and framework, the risk criteria, and risk tolerances; evaluation of how the

Company has implemented and expects to implement enterprise risk management processes;

assessment of risk management considerations in the strategic planning process; and review and

assess the Company’s cybersecurity risk exposure and evaluate the adequacy and effectiveness of

related risk management processes and policies, including data privacy and security, business

continuity, and operational risks.

The current Risk Committee members are Messrs. Dreyer and Mehta, and Mses. Budnik (chair),

Buse, and Gonzalez. Each current member of the Risk Committee is, and each member of the

Risk Committee during fiscal year 2025 was, an independent director as defined by the Nasdaq

Listing Rules.

Talent and Compensation Committee

The Compensation Committee charter reflects its purview of executive compensation oversight of our

policies and strategies relating to talent management and development. The Compensation

Committee conducts an annual review to determine whether the Company’s executive compensation

program is meeting the goals and objectives set by the Board of Directors. The Compensation

Committee recommends for approval by the Board of Directors the compensation for the Chief

Executive Officer and directors, including salaries, incentive compensation levels, and stock awards,

and reviews and approves compensation proposals made by the Chief Executive Officer for the other

executive officers. In addition, the Compensation Committee periodically reviews and discusses

executive succession planning and talent development. The Compensation Committee may form and

delegate authority to subcommittees and may delegate authority to one or more designated members

of the Compensation Committee or of the Board of Directors or to Company officers to perform certain

of its duties on its behalf. In fiscal year 2025, the Compensation Committee retained an outside

independent compensation consultant, Compensia, to advise the Compensation Committee on

executive compensation issues. Compensia provided the Compensation Committee peer and survey

group cash and equity compensation data, including base salary, total cash, long-term incentive, and

total direct compensation data for fiscal year 2025 executive compensation benchmarking. Compensia

provided the Compensation Committee with an overview of compensation trends, consultation on the

makeup of our peer group, and input into ad hoc compensation-related matters over the course of the

year and did a review of our fiscal year 2025 Compensation Discussion and Analysis. For additional

information about the Compensation Committee and the information provided by Compensia to the

Compensation Committee, see the description of the Compensation Committee’s activities in the

“Executive Compensation — Compensation Discussion and Analysis” section. The aggregate fees

paid to Compensia for executive compensation services to the Compensation Committee during fiscal

year 2025 were $338,983.

The current Compensation Committee members are Messrs. Combes, Higginson, and Mehta,

and Mses. Buse (chair) and Erwin. Each current member of the Compensation Committee is,

and each member of the Compensation Committee during fiscal year 2025 was, an independent

director as defined by the Nasdaq Listing Rules.


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		Corporate Governance

Nominating Committee

As set forth in the Charter of the Nominating Committee, the functions of the Nominating Committee

are to identify new potential Board members, recommend Board nominees, evaluate the Board’s and

Board committees' performance, and provide oversight of corporate governance and ethical conduct,

as well as oversee the Company’s policies, risks, and opportunities. Furthermore, in accordance with

the Political Contributions Policy, the Company's management team will periodically report to the

Nominating Committee regarding the Company's compliance with and activities covered by the

Political Contributions Policy. Any changes to or suspension of the Political Contributions Policy will be

subject to the review and approval of the Nominating Committee.

The current Nominating Committee members are Messrs. Dreyer (chair) and Higginson, and

Mses. Budnik, Buse, and McReynolds. Each current member of the Nominating Committee is,

and each member of the Nominating Committee during fiscal year 2025 was, an independent

director as defined by the Nasdaq Listing Rules.

Political Contributions Policy

Our recently adopted Political Contributions Policy is designed to help the Company

manage political contributions and other similar expenditures and related engagements

and activities in a transparent, legal, and ethical manner and in accordance with the

Company’s values. Pursuant to the Political Contributions Policy, the Company will,

beginning from January 1, 2026, compile and publish a report of its political contributions

and certain other related spending on a semi-annual basis. The policy is and the semi-

annual reporting will be, available at www.f5.com under the “Company — Investor

Relations — Governance Documents” section.

RISK OVERSIGHT

Assessing and managing risk is the responsibility of the Company’s senior management

team. The Company’s Executive Risk Committee, comprised of senior management,

regularly reviews and evaluates key risks and reports back to the Risk Committee and the

full Board of Directors on a regular basis during the year. The Board of Directors takes an

active role in ensuring the establishment and healthy operation of the Company’s risk

management efforts, coordinating closely with management and the Board’s committees

in these efforts. In fiscal year 2024, the Board reallocated some of the responsibilities of

the Audit & Risk Oversight Committee and created a separate Risk Committee to allow the

Audit Committee to continue to focus on oversight of our accounting and financial controls

as well as the Company’s independent auditor. The Risk Committee was created by the

Board to review and monitor the status of the Company’s enterprise risk management

governance and processes. The Risk Committee reviews and consults at each of its

regular quarterly Committee meetings with the Company’s senior management team and

the Company’s Vice President of Internal Audit/Head of Enterprise Risk Management on

strategic and operational opportunities, challenges, and risks faced by the Company. As

appropriate, the Risk Committee discusses and coordinates regarding certain risks or risk-

related matters with the full Board or applicable committees. The Company has

implemented an enterprise risk management program. Pursuant to this program, the

Company performs regular risk assessments to identify key strategic, operating, legal and

compliance, cybersecurity, talent, and financial risks, evaluate the significance of those

risks, formulate a risk profile which identifies relevant risk levels and management control

efforts, and develops action plans to address these key risks.

Cybersecurity Risk Oversight

In conjunction with the Company’s enterprise risk management processes, management

specifically identifies potential cybersecurity risks and threats associated with the

Company’s business and discusses those risks and mitigation efforts as part of its quarterly

reviews with the Risk Committee and periodically with the full Board. As a part of this

process, the Company’s Chief Information Security Officer provides periodic updates to the

Risk Committee on cybersecurity related topics, including cyber threats to the Company

and the status of the Company’s cybersecurity posture and risk mitigation efforts. In

addition, pursuant to the Company’s Cyber Incident Response Plan, certain cyber related

incidents are escalated to the Chair of the Risk Committee or Chair of the Board or full Risk

Committee or Board when appropriate.


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		Corporate Governance

The Company seeks to foster a security-first culture. On October 13, 2025 Michael

Montoya, a former member of the Board, was appointed as the Company's Chief

Technology Operations Officer. In his role, Mr. Montoya leads the enterprise-wide strategy

and execution of our enterprise-wide cybersecurity program with our Chief Information

Security Officer, and in partnership with other business leaders, including our General

Counsel and Chief Operating Officer, will further embed security into every aspect of how

F5 operates.

Management of Other Risks

The Risk Committee, in cooperation with other Board committees, as appropriate and as

further described below, will periodically review and consult on, with the Lead Independent

Director (or Chair, if independent) and management, the Company’s risk management

programs and processes, as well as on the key risks identified and the prioritization and

effectiveness of those programs and processes.

The Compensation Committee oversees risks related to the Company's executive

compensation programs, monitors the administration of the Company's various equity

compensation plans, and conducts annual compensation-related risk assessments.

The Nominating Committee oversees risks related to the Company’s overall corporate

governance practices, profile and ratings; board and committee composition and structure;

director independence; and other governance-related risks. Additionally, the Audit

Committee oversees risks related to the Company’s financial reporting, internal controls,

and internal information systems.

The Board's risk oversight responsibilities are reflected in its structure at both the full Board

and committee levels. The Board's leadership structure includes both a Chair and Lead

Independent Director, who serves as a strong counterbalance to the Chair and facilitates

independent oversight of management.

COMPENSATION

COMMITTEE INTERLOCKS

AND INSIDER

PARTICIPATION

The following directors served as members of the Compensation Committee during some

or all of fiscal year 2025: Mses. Buse and Erwin and Messrs. Combes, Higginson, and

Mehta. None of these persons has at any time been an officer or employee of the

Company. During fiscal year 2025, none of the Company’s executive officers served as a

member of the board of directors or compensation committee of any entity that has had

one or more executive officers that served as a member of the Company’s Board of

Directors or Compensation Committee.

RELATED PERSON

TRANSACTIONS POLICY

AND PROCEDURES

As set forth in the written charter of the Audit Committee of the Board of Directors, any

related person transaction involving a Company director or executive officer must be

reviewed and approved by the Audit Committee. Any member of the Audit Committee who

is a related person with respect to a transaction under review may not participate in the

deliberations or vote on the approval or ratification of the transaction. Related persons

include any director or executive officer, certain shareholders, and any of their “immediate

family members” (as defined by SEC regulations). To identify any related person

transaction, the Company requires each director and executive officer to complete a

questionnaire each year requiring disclosure of any prior or proposed transaction with the

Company in which the director, executive officer, or any immediate family member might

have an interest. Each director and executive officer is directed to notify the Company’s

Executive Vice President and General Counsel of any such transaction that arises during

the year, and the Company’s Chief Financial Officer reports to the Audit Committee on a

quarterly basis regarding any potential related person transaction. In addition, the Board of

Directors determines on an annual basis which directors meet the definition of

independent director under the Nasdaq Listing Rules and reviews any director relationship

that would potentially interfere with his or her exercise of independent judgment in carrying

out the responsibilities of a director. A copy of the Company’s “Policy and Procedures for

Approving Related-Person Transactions” is available on our website at www.f5.com under

the “Company — Investor Relations — Governance Documents” section.


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		Corporate Governance

CERTAIN RELATIONSHIPS

AND RELATED PERSON

TRANSACTIONS

The Company’s Articles limit the liability of the Company’s directors for monetary damages

arising from their conduct as directors, except to the extent otherwise required by the

Articles and the Washington Business Corporation Act. The Articles also provide that the

Company may indemnify its directors and officers to the fullest extent permitted by

Washington law, including in circumstances in which indemnification is otherwise

discretionary under Washington law. The Company has entered into indemnification

agreements with the Company’s directors and certain officers for the indemnification of,

and advancement of expenses to, these persons to the fullest extent permitted by law. The

Company also intends to enter into these agreements with the Company’s future directors

and certain future officers.

INSIDER AND DERIVATIVES

TRADING AND HEDGING

POLICIES AND

ARRANGEMENTS

The Company has adopted an insider trading policy and related procedures relating to

employees, officers, and directors of the Company and its subsidiaries, and has

implemented processes for the Company that the Company believes to be reasonably

designed to promote compliance with insider trading laws, rules, and regulations, and the

Nasdaq listing standards. The Company’s insider trading policy applies to all transactions

in the Company’s securities, as well as to derivative securities relating to the Company’s

securities. It applies to all officers of the Company, all members of the Company’s Board of

Directors, and all employees of, and consultants and contractors to, the Company who

receive or have access to material nonpublic information regarding the Company, and,

among other things, prohibits transactions in the Company’s securities when in

possession of material nonpublic information. In addition, the policy covers, among other

things, applicable trading windows/blackout periods, pre-clearance requirements, and

other trading limitations. Further, Company considers it improper and inappropriate for any

employee, officer, or director of the Company to engage in short-term or speculative

transactions in the Company’s securities. It therefore is the Company’s policy that

directors, officers, and other employees, and their family members, may not engage in any

of the following transactions:

•Short Sales. Short sales of the Company’s securities.

•Publicly Traded Options. Buying or selling Company options including puts, calls, or

other derivative securities.

•Hedging Transactions. Hedging transactions, including but not limited to zero-cost

collars and forward sale contracts.

•Margin Accounts and Pledges. Holding Company securities in margin accounts and/or

pledging Company securities as collateral. The Company may on occasion provide

limited exceptions to this prohibition such as where someone other than an executive

officer or director wishes to pledge Company securities as collateral for a loan (not

including margin debt) and clearly demonstrates the financial capacity to repay the loan

without resort to the pledged securities.

The foregoing summary of the insider trading policy and procedures, including the

derivatives trading and hedging limitations, is not complete and is qualified by reference to

the F5, Inc. Insider Trading Policy, a copy of which can be found as an exhibit to our Annual

Report on Form 10-K for the fiscal year 2025.

CODE OF ETHICS FOR

SENIOR FINANCIAL

OFFICERS

We have adopted a Code of Ethics for Senior Financial Officers that applies to certain of

our senior officers, including our Chief Executive Officer and Chief Financial Officer. The

Code of Ethics for Senior Financial Officers is posted under the “Company — Investor

Relations — Governance Documents” section of the Company’s website, www.f5.com. A

copy of the Code of Ethics may be obtained without charge by written request to the

Company’s Corporate Secretary. We also have a separate Code of Conduct that applies

to all the Company’s employees, which may also be found under the “Company —

Investor Relations — Governance Documents” section of our website.


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		Corporate Governance

MEETINGS OF THE BOARD

OF DIRECTORS AND

STANDING COMMITTEES;

ATTENDANCE AT ANNUAL

MEETING

The Company’s Board of Directors met 9 times during fiscal year 2025. The outside

directors met 4 times during fiscal year 2025, with no members of management present.

The Audit Committee met 6 times, the Compensation Committee met 10 times, the

Nominating Committee met 8 times and the Risk Committee met 4 times, during fiscal

year 2025. Each member of the Board of Directors attended 75% or more of the

aggregate of the Board of Directors meetings and the meetings of the committees on

which the director served during fiscal year 2025. All directors are also expected to attend

the Company’s Annual Meetings of Shareholders. All directors attended the Company’s

Annual Meeting of Shareholders for fiscal year 2024 except Board members Tami Erwin,

Maya McReynolds, and Nikhil Mehta.


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Board of Directors

The Board of Directors of the Company currently consists of ten (10) directors. The Board

of Directors has nominated the following eight (8) directors for election to the Board of

Directors at the Annual Meeting:


Name	Director Since

François Locoh-Donou	April 2017
Marianne N. Budnik	October 2022
Elizabeth L. Buse	September 2020
Michel Combes	September 2023
Tami Erwin	October 2023
Julie M. Gonzalez	October 2024
Maya McReynolds	October 2024
Nikhil Mehta	January 2019

After more than 13 years of dedicated service on the Board of Directors, Michael L. Dreyer

expressed his preference not to be re-nominated. Mr. Dreyer will continue to serve on the

Board through the date of the Annual Meeting, at which time our authorized number of

directors will be reduced to eight, effective at the opening of the polls at the Annual

Meeting. The Board extends its deep gratitude to Mr. Dreyer for his unwavering

commitment, thoughtful leadership, and many valuable contributions to our Company

throughout his tenure.

In connection with Mr. Higginson's retirement, he will not stand for re-nomination as a

director.

All directors or their respective successors will stand for election on an annual basis. The

nominees have consented to serve as directors of the Company if elected. If a nominee

declines to serve or becomes unavailable for any reason, or if a vacancy occurs before the

election (although we know of no reason to anticipate that this will occur), the proxies may

be voted for a substitute nominee as the Company may designate.

DIRECTOR

INDEPENDENCE

The Nasdaq Listing Rules require that a majority of the Company’s directors be

“independent,” as defined by Nasdaq Listing Rule 5605(a)(2) and determined by the Board

of Directors. The Board of Directors consults with the Company’s legal counsel to ensure

that the Board of Directors’ determinations are consistent with all relevant securities and

other laws and regulations regarding the definition of “independent.” After a review of

relevant transactions or relationships between each director, or any of his or her family

members, and the Company, its senior management and its independent registered public

accounting firm, the Board of Directors determined that the following directors and

nominees were independent: Marianne N. Budnik, Elizabeth L. Buse, Michel Combes,

Michael L. Dreyer, Tami Erwin, Julie M. Gonzalez, Alan J. Higginson, Maya McReynolds,

and Nikhil Mehta. François Locoh-Donou is not considered independent because he is the

Company’s President and Chief Executive Officer. Prior to their respective resignations,

Messrs. Peter Klein and Michael Montoya were deemed independent directors.


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		Board of Directors

STOCK OWNERSHIP

GUIDELINES FOR

DIRECTORS

The Board of Directors has stock ownership guidelines for the Company’s directors and

executive officers, which on May 21, 2025 ("Adoption Date") were updated ("Updated

Stock Ownership Guidelines"). Directors continue to be required to own shares of

Common Stock equal in value to five times the directors’ annual cash retainer. Previously,

directors needed to meet this requirement within three years of joining the Board. Under

the Updated Stock Ownership Guidelines, directors are required to achieve this ownership

level within the later of (i) five years of joining the Board or (ii) three years after the

Adoption Date ("Ownership Effective Date"). Directors with three or more years of director

service as of the Adoption Date continue to be subject to the stock ownership requirement

of five times their annual cash retainer even before their Ownership Effective Date. Upon

the applicable Ownership Effective Date for directors, until the five-times annual cash

retainer ownership guideline is achieved, the Updated Stock Ownership Guidelines require

our directors to retain a number of shares equal to not less than 50% of the Net Shares

received. “Net Shares” are those shares that remain after shares are sold to satisfy tax

obligations. Shares of Common Stock that count toward satisfaction of the guidelines

include shares purchased on the open market, shares obtained through stock option

exercises, shares obtained through grants of Restricted Stock Units (RSUs), and shares

beneficially owned in a trust, by a spouse and/or minor children. Shares owned by

directors are valued at the greater of (i) the price at the time of acquisition/purchase or (ii)

the current market value.


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NOMINEES AND CONTINUING DIRECTORS	The following individuals have been nominated for election to the Board of Directors or will continue to serve on the Board of Directors after the Annual Meeting:


	FRANÇOIS LOCOH-DONOU

	Age: 54 Director Since: 4/2017 Committees: None

	Other U.S. Listed Current Public Company Boards: Capital One Financial Corporation

	Qualification Highlights With a 27-year background in enterprise technology, Mr. Locoh-Donou has extensive executive experience spanning the security, networking, and telecommunications industries. In his nine years as CEO of F5, Mr. Locoh-Donou has led the transformation of the company from a hardware-centric ADC vendor, into a leader in Multi-Cloud Application Delivery and Security. Today, over 70% of the company's revenues are recurring, and F5's Hardware, Software and SaaS portfolio serves all Applications across any infrastructure environment. Mr. Locoh-Donou is also spearheading F5's growing role with AI applications. Prior to F5, Mr. Locoh-Donou held leadership positions in Sales, Marketing, Operations and Product functions at global telecom solutions provider Ciena. As the sole management member of the Board of Directors, he serves a critical role in the communication between the Board and company leadership.

	Career Highlights F5, Inc. •President, Chief Executive Officer, and Director (since April 2017) Ciena, a global leader in high-speed connectivity •Chief Operating Officer (November 2015 - January 2017) •Senior Vice President, Global Products Group (August 2011 - November 2015) Capital One Financial Corporation, a bank holding company specializing in credit cards, auto loans, banking, and savings accounts •Director (since March 2019) Education •Engineering degree from École Centrale de Marseille Masters degree in Sciences from Télécom ParisTech in France •M.B.A. from the Stanford Graduate School of Business		Other U.S.-Listed Public Company Directorships Within the Past Five Years •None Other Experience •Co-Founder and Chairperson of Cajou Espoir, a social enterprise focused on cashew-processing that employs several hundred people in rural Togo •Co-Founder and Chairperson of Digi.job, a Togo company focusing on simplifying digital transformation with innovative solutions


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		Board of Directors


	MARIANNE N. BUDNIK

	Age: 57 Director Since: 10/2022 Committees: RC, NC

	Other U.S. Listed Current Public Company Boards: Cerence Inc.

	Qualification Highlights Ms. Budnik’s extensive experience as a Chief Marketing Officer in the artificial intelligence and cybersecurity industry brings a valuable perspective on best practices and solutions. Ms. Budnik’s cybersecurity expertise combined with her extensive experience in marketing makes her well qualified to serve on our Board of Directors.

	Career Highlights F5, Inc. •Director (since October 2022) VAST Data, an AI data platform company •Chief Marketing Officer (since September 2023) Talon Cyber Security (acquired by Palo Alto Networks in November 2023), a provider of cybersecurity solutions for the distributed workforce •Chief Marketing Officer (March 2022 - July 2023) CrowdStrike Holdings, Inc., a cybersecurity technology company •Chief Marketing Officer (December 2020 - March 2022) CyberArk Software, Ltd., an information security technology company •Chief Marketing Officer (May 2017 - December 2020) Cerence Inc., a provider of artificial intelligence powered assistants for connected autonomous vehicles • Board Member (since October 2019) Education •Bachelor of Science from Babson College •M.B.A. from Boston University		Other U.S.-Listed Public Company Directorships Within the Past Five Years •None Other Experience Former Leadership Roles •SimpliVity •Acme Packet •CA Technologies •EMC Corporation


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	ELIZABETH L. BUSE

	Age: 64 Director Since: 9/2020 Committees: RC, CC, NC

	Other U.S. Listed Current Public Company Boards: U.S. Bancorp

	Qualification Highlights Ms. Buse has extensive experience in the financial services industry. She brings to our Board of Directors insights regarding the financial services industry globally and provides a valuable perspective on best practices and solutions. Ms. Buse’s financial services and technology expertise combined with her background as a Chief Executive Officer in the financial services industry makes her well qualified to serve on our Board of Directors.

	Career Highlights F5, Inc. •Director (since September 2020) U.S. Bancorp, a bank holding company •Director (since June 2018) Monitise, PLC, a financial services technology company •Co-Chief Executive Officer and Chief Executive Officer (June 2014 - October 2015) Visa, Inc., a leading global payments technology company •Executive Vice President, Global Services Education •Bachelor of Arts in Spanish Linguistics from UCLA •M.B.A. from University of California– Berkeley, Haas School of Business		Other U.S.-Listed Public Company Directorships Within the Past Five Years •None Other Experience •Former Director, eNett International, a privately held payment services company specializing in B2B international payment solutions (March 2016 - June 2019) •Former Director, Travelport Worldwide Limited, a publicly-traded travel technology company (September 2014 - June 2019) •Former Group President for Asia-Pacific, Central Europe, Middle East, and Africa, Visa, Inc.


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	MICHEL COMBES

	Age: 63 Director Since: 9/2023 Committees: AC, CC

	Other U.S. Listed Current Public Company Boards: Philip Morris International Inc.

	Qualification Highlights Mr. Combes has extensive experience as a telecommunications and technology executive. He brings to our Board of Directors insights regarding the telecommunications industry globally and provides a valuable perspective on best practices and solutions. Mr. Combes’ telecommunications and technology expertise combined with his background as a Chief Executive Officer in the telecommunications industry make him well qualified to serve on our Board of Directors.

	Career Highlights F5, Inc. •Director (since September 2023) •Director (July 2018 - March 2021) Brightspeed •Executive Chairman and acting Chief Executive Officer (since June 2025) Forgelight LLC • Partner (since June 2024) Philip Morris International Inc. •Director (since December 2020) Claure Group, a global entrepreneurial and investment firm •Executive Vice President (October 2022 - May 2024) Softbank, a multinational investment holding company •President and Chief Executive Officer (June 2020 - June 2022) Sprint, an American telecommunications company •President and Chief Executive Officer (January 2018 - April 2020) Education •Master of Science degree from École Polytechnique with a focus in engineering •Doctorate from Paris Dauphine University		Other U.S.-Listed Public Company Directorships Within the Past Five Years •Former Director, SoFi Technologies (May 2021 - July 2022) Other Experience •Director, e& (etisalat and) •Director, ContentSquare •Chairman, Polestar Analytics •Non-voting Board Observer, Assystem •Former Director, Assystem •Former Chief Executive Officer and Director, Altice N.V. •Former Chief Executive Officer, Alcatel- Lucent •Former Chief Executive Officer, Vodafone Europe •Former Chairperson and Chief Executive Officer, TDF Group •Former Chief Financial Officer and Senior Executive Vice President, France Telecom


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	TAMI ERWIN

	Age: 61 Director Since: 10/2023 Committees: AC, CC

	Other U.S. Listed Current Public Company Boards: Deere & Company, and Xerox Corporation

	Qualification Highlights Ms. Erwin has extensive leadership experience in the telecommunications and technology industry. She brings to our Board of Directors insights regarding digital transformation and growth and provides a valuable perspective on scaling innovation and driving transformation across large and complex organizations. Ms. Erwin’s telecommunications and technology expertise combined with her background as a Chief Executive Officer, Chief Operating Officer and Chief Marketing Officer in the telecommunications industry makes her well qualified to serve on our Board of Directors.

	Career Highlights F5, Inc. •Director (since October 2023) Verizon Business Group, a multinational telecommunications conglomerate •Executive Vice President and Chief Executive Officer (February 2019 - September 2022) Verizon Wireless, a multinational telecommunications conglomerate •Executive Vice President and Chief Operating Officer (September 2016 - April 2019) •Verizon’s top three operating executives responsible for operating the company’s wireless and premier all-fiber network as well as strategy, marketing, and sales and operations Deere & Company, a tractor and heavy equipment manufacturer •Director (since May 2020) Xerox Corporation, a global leader in office and production print technology and related solutions •Director (since April 2024) Education •Business Administration, Pacific Union College •Executive Program Certification from the Stanford Graduate School of Business		Other U.S.-Listed Public Company Directorships Within the Past Five Years •None Other Experience •Senior Vice President and Group President of Consumer & Mass Business Markets, Verizon •Chief Marketing Officer, Verizon •Director, York Space Systems (since February 2023) •Advisory Council, Aptiv (since February 2023) •Advisory Council, Skylo (since March 2024) •Operating Partner, Digital Gravity Infrastructure Partners (since July 2023)


Fiscal Year 2025 Proxy Statement	29



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		Board of Directors


	JULIE M. GONZALEZ

	Age: 44 Director Since: 10/2024 Committees: AC, RC

	Other U.S. Listed Current Public Company Boards: None

	Qualification Highlights Ms. Gonzalez has significant experience as a financial executive. She brings to our Board of Directors insights into financial management and provides a valuable perspective on best practices and strategy. Ms. Gonzalez’s experience in infrastructure software, human capital management and ERP SaaS combined with her background in corporate finance makes her well qualified to serve on our Board of Directors.

	Career Highlights F5, Inc. •Director (since October 2024) Workday, Inc., a unified Human Capital Management and ERP platform SaaS vendor •Senior Vice President, Business Finance (since April 2023) VMWare, a cloud computing and virtualization technology company •Senior Vice President, Corporate/Business Operation Finance and Investor Relations (August 2021 - April 2023) •Vice President, Corporate Finance (January 2019 - August 2021) Education •Bachelor of Science in Electrical Engineering from Stanford University •M.B.A. from Santa Clara University		Other U.S.-Listed Public Company Directorships Within the Past Five Years •None Other Experience •Maxim Integrated •AT&T


30	Fiscal Year 2025 Proxy Statement



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		Board of Directors


	MAYA McREYNOLDS

	Age: 54 Director Since: 10/2024 Committees: AC, NC

	Other U.S. Listed Current Public Company Boards: None

	Qualification Highlights Ms. McReynolds has meaningful experience as an executive at a large end-to-end technology solutions provider. She brings to our Board of Directors insights regarding the technology industry globally and provides a valuable perspective on driving the financial strategy. Ms. McReynolds’s finance and accounting experience combined with her background as a Chief Financial Officer and Chief Accounting Officer makes her well qualified to serve on our Board of Directors

	Career Highlights F5, Inc. •Director (since October 2024) Dell Technologies Inc., a computer software corporation •Chief Financial Officer, Client Solutions Group (since 2020) •Chief Accounting Officer (2014 - 2020) Education •Bachelor of Science in Management (with a concentration in Finance and Accounting) from Tulane University		Other U.S.-Listed Public Company Directorships Within the Past Five Years •None Other Experience •Minute Maid Company, a division of the Coca-Cola Company •KPMG


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		Board of Directors


	NIKHIL MEHTA

	Age: 48 Director Since: 1/2019 Committees: RC, CC

	Other U.S. Listed Current Public Company Boards: Pubmatic, Inc., and Gainsight, Inc.

	Qualification Highlights Mr. Mehta has extensive experience as an executive at leading SaaS companies. His insights regarding SaaS and related technology combined with his background serving as a Chief Executive Officer make him well qualified to serve on our Board of Directors.

	Career Highlights F5, Inc. •Director (since January 2019) Gainsight, Inc., a leading Customer Success Software-as-a-Service (“SaaS”) platform provider •Board Member and Special Advisor (since August 2025) •Chief Executive Officer (February 2013 - August 2025) LiveOffice (acquired by Symantec), a global provider of cloud-based email archiving •Chief Executive Officer (2012 - 2018) Pubmatic, Inc., a company that develops and implements online advertising software and strategies for the digital publishing and advertising industry •Director (since August 2023) Education •Bachelor of Arts in biochemical science from Harvard University •M.S. in computer science from Harvard Graduate School of Arts and Sciences		Other U.S.-Listed Public Company Directorships Within the Past Five Years •None Other Experience •Lead Edge Growth Opportunities, Ltd. (March 2021 - March 2023) •Vice President, VERITAS Software •Vice President, Symantec Corporation


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	Table of Contents
		Board of Directors

There are no family relationships among any of the Company’s directors or executive

officers. None of the corporations or other organizations referred to in the biographical

information set forth above is a parent, subsidiary, or other affiliate of the Company.

DIRECTOR NOMINATION

Board Composition and Effectiveness. In fiscal year 2025, the Board, led by the Chair of

the Nominating Committee, renewed the outside consultant, Spencer Stuart's engagement

to assist the Board in evaluating its composition, working practices, and effectiveness

utilizing a framework focused on the Council of Investors Seven Indicators of Strength.

Spencer Stuart continued its engagement with a focus on the valuation of the Board's

governing documents and committee composition and effectiveness. The Board further

engaged Spencer Stuart in developing criteria and a framework for evaluating Chair

succession candidates.

Criteria for Nomination to the Board of Directors. The Nominating Committee considers the

appropriate balance of experience, skills, and characteristics required of the Board of

Directors, and seeks to ensure that at least a majority of the directors are independent

under the Nasdaq Listing Rules, that members of the Company’s Audit Committee meet

the financial literacy requirements under the Nasdaq Listing Rules and that at least one of

them qualifies as an “audit committee financial expert” under the rules of the Securities and

Exchange Commission (the “SEC”). Nominees for director are selected on the basis of,

among other things, their depth and breadth of experience, integrity, diversity, ability to

work effectively as part of a team, understanding of the Company’s business environment,

and willingness to devote adequate time to Board duties. In evaluating director candidates,

regardless of the source of the nomination, the Nominating Committee will consider, in

accordance with its charter and the Company’s Corporate Governance Guidelines, the

composition of the Board as a whole, the requisite characteristics (including independence,

diversity, skills, and experience) of each candidate, and the performance and continued

tenure of incumbent Board members, as well as Board succession plans. With respect to

Board diversity, we broadly construe diversity to mean not only diversity of race, gender,

sexual orientation, and ethnicity, but also diversity of geography, culture, opinions,

perspectives, and professional and personal experiences. Nominees are not discriminated

against on the basis of race, religion, national origin, sexual orientation, disability or any

other basis proscribed by law. The Board believes that the backgrounds and qualifications

of the directors, considered as a group, should provide a significant composite mix of

experience, knowledge, and abilities that will allow the Board to fulfill its responsibilities.

The Board therefore considers diversity in identifying nominees for director but does not

have a separate policy directed toward diversity. The Nominating Committee, as well as the

full Board, also considers the candidate’s outside board service as well as other candidate

time commitments in evaluating the candidate’s ability to effectively serve. The Company’s

Corporate Governance Guidelines provide that Directors generally cannot serve on a total

of more than three public company boards, including the F5 Board. Directors who wish to

serve on more than three public company boards may request an exception from the full

F5 Board, which may approve the request if it determines, following consultation with the

Nominating Committee, that such service will not adversely affect the requesting director's

ability to serve effectively on the F5 Board and its committees. A copy of the Company’s

Corporate Governance Guidelines can be found on our website at www.f5.com under the

“Company – Investor Relations – Governance Documents.”

Process for Identifying and Evaluating Nominees. The process for identifying and

evaluating nominees to fill vacancies on the Board of Directors is initiated by assessing

critical Company and Board needs, based on the present and future strategic objectives of

the Company and the specific skills required for the Board as a whole and for each Board

committee. A third-party search firm is generally used by the Nominating Committee to

identify qualified candidates. These candidates are evaluated by the Nominating

Committee by reviewing the critical needs assessment, the candidates’ biographical

information and qualifications, and checking the candidates’ references.

Serious candidates meet with all members of the Board and as many of the Company’s

executive officers as practical. Recommendations on specific candidates will be made by

the Nominating Committee, in consultation with the Lead Independent Director (or Chair, if

independent), to the full Board. The Nominating Committee will evaluate the skills and

experience of existing Board members against the Company’s critical needs assessment in

making recommendations for nomination by the full Board of candidates for election by the


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	Table of Contents
		Board of Directors

shareholders. Using the input from interviews with Board candidates and the information

obtained from and recommendation provided by the Nominating Committee, the full Board

determines whether to appoint or nominate, as the case may be, a candidate to the Board.

The nominees to the Board of Directors described in this Proxy Statement were

unanimously approved by the Company’s directors. The Board appointed Mses. Gonzalez

and McReynolds to the Board on October 10, 2024. Both Mses. Gonzalez and

McReynolds were recommended by the Nominating Committee based upon their prior

experience as executives in SaaS and software companies operating at scale as well as

their qualifications as financial experts. Both Mses. Gonzalez and McReynolds were

recommended by a third-party search firm the Nominating Committee retained at the

expense of the Company. The third-party search firm was provided guidance as to the

skills, experience, and other characteristics the Nominating Committee was seeking in

potential candidates. The third-party search firm identified a number of potential

candidates, including Mses. Gonzalez and McReynolds, and prepared background

materials on these candidates, which were provided to the members of the Nominating

Committee for their review. The third-party search firm interviewed those candidates whom

the Nominating Committee determined merited further consideration and assisted in

arranging interviews of selected candidates with members of the Nominating Committee,

other members of the Board of Directors, and certain of the Company’s executive officers.

The third-party search firm also completed reference checks on Mses. Gonzalez and

McReynolds.

The Nominating Committee expects that a process similar to that with respect to Mses.

Gonzalez and McReynolds candidacies will be used to evaluate nominees recommended

by shareholders.

Shareholder Recommendations and Nominations—Proxy Access Candidates. The

Company’s Bylaws permit a shareholder or group of up to 20 shareholders, owning 3% or

more of the Company’s outstanding common stock continuously for at least three years, to

nominate and include in the Company’s proxy materials director nominees constituting up

to two directors or 20% of the Board, whichever is greater, provided that the shareholder(s)

and the nominee(s) satisfy the requirements specified in the Company’s Bylaws. A

nominating shareholder is required to provide appropriate written notice of that

shareholder’s intent to make the nomination to the Secretary of the Company not less than

120 days nor more than 150 days before the first anniversary of the date that the Company

sent out its Proxy Statement for the prior year’s Annual Meeting of Shareholders. In order

to be considered timely for the 2026 Annual Meeting, appropriate notice of the nomination

must be received by the Secretary of the Company on or after August 29, 2026 and on or

before September 28, 2026. Nominating shareholders and nominees must satisfy the

notice, information, and consent requirements set forth in the Company’s Bylaws.

The Nominating Committee will consider written proposals from shareholders for nominees

for director. Any such nominations should be submitted to the Nominating Committee c/o

the Corporate Secretary and should include the following information: (a) all information

relating to such nominee that is required to be disclosed pursuant to Regulation 14A under

the Securities Exchange Act of 1934, as amended (“Exchange Act”) (including such

person’s written consent to being named in the Proxy Statement as a nominee and to

serving as a director if elected); (b) the name(s) and address(es) of the shareholder(s)

making the nomination and the number of shares of Common Stock that are owned

beneficially and of record by such shareholder(s); (c) appropriate biographical information

and a statement as to the qualification of the nominee; and (d) any other applicable

information required by the Bylaws of the Company or otherwise reasonably requested by

the Company. Such nominations should be submitted in the timeframe regarding

nominations described in the Bylaws of the Company and under the caption “Shareholder

Proposals for the Annual Meeting for Fiscal Year 2026” below.


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		Board of Directors

COMMUNICATIONS WITH

DIRECTORS

Shareholders who wish to communicate with our directors may do so by contacting them

c/o Corporate Secretary, F5, Inc., 801 Fifth Avenue, Seattle, Washington 98104. As set

forth in the Company’s Corporate Governance Guidelines, a copy of which may be found

under the “Company — Investor Relations — Governance Documents” section of our

website, www.f5.com, these communications will be forwarded by the Corporate Secretary

to a Board member, Board committee or the full Board of Directors, as appropriate.

COMPENSATION OF

DIRECTORS

Prior to each Annual Meeting of Shareholders, the Compensation Committee reviews with

its compensation consultant the appropriate level and form of compensation for non-

employee directors and makes recommendations to the Board of Directors. In making

non-employee director compensation recommendations, the Compensation Committee

takes various factors into consideration, including the compensation consultant’s review of

the equity award and cash retainer elements of non-employee director compensation in

terms of practice and pay level with respect to both the Company and companies

comprising the same peer group used by the Compensation Committee in connection with

its review of executive compensation, market trends, and the emphasis on equity to

support alignment with shareholders. The Compensation Committee recommended an

increase to the annual equity grant for non-employee directors and an increase to the

Board Chair cash retainer based on its review, and the Board of Directors accepted and

approved the recommendation to increase the non-employee annual equity grant and the

increase to the Board Chair cash retainer for fiscal year 2025. The Board of Directors

approves all equity awards to be granted to non-employee directors on the date of the

Annual Meeting of Shareholders as well as the amount of the annual cash retainer, paid in

quarterly installments.

The table below summarizes the compensation paid by the Company to non-employee

directors for the fiscal year ended September 30, 2025.


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Director Compensation

for Fiscal Year 2025


Name(1)	Fees Earned or Paid in Cash ($)(2)	Stock Awards ($)(3)	Total ($)

Marianne N. Budnik	112,500	275,156	387,656
Elizabeth L. Buse	117,500	275,156	392,656
Michel Combes	83,556	275,156	358,712
Michael L. Dreyer	125,000	275,156	400,156
Tami Erwin	92,500	275,156	367,656
Julie M. Gonzalez	97,780	381,126	478,906
Alan J. Higginson	193,292	275,156	468,448
Peter S. Klein	65,538	275,156	340,694
Maya McReynolds	84,953	381,126	466,079
Nikhil Mehta	92,500	275,156	367,656
Michael F. Montoya	92,500	275,156	367,656

1.François Locoh-Donou, the Company’s President and Chief Executive officer, is not

included in this table as he is an employee of the Company and thus receives no

compensation for his services as a director.

2.Represents the aggregate annual retainers, Board of Directors chair retainer, committee

chair retainers, and member committee fees. Non-employee directors of the Company are

currently paid $60,000 annually for their services as members of the Board of Directors.

The Chair of the Board of Directors receives an additional $115,000 paid annually. Chairs

of the Audit, Risk, Compensation, and Nominating Committees receive an additional

$20,000, $20,000, $12,500, and $12,500, respectively, annually. In addition, the members of

the Audit, Risk, Compensation, and Nominating Committees (including the Committee

chairs) are paid annual payments of $20,000, $20,000, $12,500, and $12,500, respectively.

Directors receive cash fees in quarterly installments. Mr. Klein resigned from the Board of

Directors effective April 25, 2025. Mses. Gonzalez and McReynolds were appointed to the

Board of Directors on October 10, 2024, at which time Mses. Gonzalez and McReynolds

each became members of the Audit Committee. Messrs. Combes and Mehta, and Mses.

Buse, Gonzalez, and McReynolds became members of additional committees on March 13,

2025. The following table provides a breakdown of fees earned or paid in cash:


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		Director Compensation for Fiscal Year 2025


Name	Annual Retainers ($)	Board and Committee Chair Fees ($)	Member Committee Fees ($)	Total ($)

Marianne N. Budnik	60,000	20,000	32,500	112,500
Elizabeth L. Buse	60,000	12,500	45,000	117,500
Michel Combes	60,000	—	23,556	83,556
Michael L. Dreyer	60,000	12,500	52,500	125,000
Tami Erwin	60,000	—	32,500	92,500
Julie M. Gonzalez	58,533	8,681	30,566	97,780
Alan J. Higginson	60,000	108,292	25,000	193,292
Peter S. Klein	33,956	11,319	20,263	65,538
Maya McReynolds	58,533	—	26,420	84,953
Nikhil Mehta	60,000	—	32,500	92,500
Michael F. Montoya	60,000	—	32,500	92,500

3.This column represents the aggregate grant date fair value of restricted stock units (RSUs)

granted to directors in the year computed in accordance with ASC Topic 718 and

determined as of the grant date. The amounts shown exclude the impact of estimated

forfeitures related to service-based vesting conditions. For additional information, please

refer to note 1 “Summary of Significant Accounting Policies — Stock-based

Compensation”, and note 10 “Stock-Based Compensation” in our financial statements

included in our Annual Report to Shareholders on Form 10-K for the year ended September

30, 2025. On March 13, 2025, the Board of Directors approved the recommendations of the

Compensation Committee that each non-employee director receive a grant on March 13,

2025 of RSUs representing the right to receive 934 shares of Common Stock under the F5,

Inc. Incentive Plan (with a grant date fair value of $275,156 in accordance with ASC Topic

718), which will fully vest on March 11, 2026 if the non-employee director continues to

serve as a director on that date. On October 31, 2024, the Board of Directors approved the

recommendations of the Compensation Committee that Mses. Gonzalez and McReynolds

each receive in connection with their appointment to the Board a grant on November 1,

2024 of RSUs representing the right to receive 480 shares of Common Stock, respectively,

under the F5, Inc. Incentive Plan (with a grant date fair value of $105,970 in accordance

with ASC Topic 718), which fully vested on March 12, 2025. As of September 30, 2025, the

934 RSUs awarded to each non-employee director were the only RSUs held by each such

director, and they were not yet vested.

COMPENSATION RISK

ASSESSMENT

The Compensation Committee and Company management have reviewed the Company’s

compensation plans and programs and have concluded that none of these plans or

programs is reasonably likely to have a material adverse effect on the Company. In

making this evaluation, the Compensation Committee reviewed the key elements of each

of the Company’s compensation programs and the means by which any potential risks are

mitigated, including through various elements in the Company’s enterprise risk

management program.

The Company’s compensation programs include a mix of base salary, cash incentive

compensation, and long-term equity compensation. We structure our compensation

program for executive officers to consist of both fixed and variable components. The fixed

(or base salary) component of our compensation programs is designed to provide income

independent of our stock price performance so that executive officers will not focus

exclusively on stock price performance to the detriment of other important business

metrics. The variable (cash bonus and equity) components of our compensation programs

are designed to reward both short-term and long-term company performance, which we

believe discourages our executive officers from taking actions that focus only on our short-

term success and helps align our employees with our shareholders and on our longer-term

success.


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		Director Compensation for Fiscal Year 2025

We maintain internal controls over the measurement and calculation of financial

information, which are designed to prevent this information from being manipulated by any

employee, including our executive officers. Our employees, including executive officers,

are required to comply with our Code of Conduct, which covers, among other things,

accuracy in keeping financial and business records. As discussed more thoroughly below,

the Company also has a Clawback Policy to recoup performance compensation in the

event the Company restates its reported financial results to correct a material accounting

error on an interim or annual financial statement included in a report on Form 10-Q or 10-K

due to material noncompliance with a financial reporting requirement.

The Compensation Committee approves each equity award for executive officers except

the CEO, recommends CEO equity awards to the full Board for approval prior to the date of

grant and establishes limits for the grants of all other equity awards. We believe that this

helps ensure we grant equity compensation appropriately and in a sustainable manner.

The annual cash incentive compensation for the executive officers in fiscal year 2025

included both revenue and non-GAAP operating income targets, as well as targets for

inclusion metrics. These targets were intended to ensure that the executive officers

appropriately manage operating risks, avoid excessive risk-taking, and maintain the

Company’s operating income targets while growing our revenue base, as well work to

make F5 an inclusive organization. The revenue and non-GAAP operating income targets

were also used for setting the pool for cash incentive compensation (MBOs) for all eligible

Company employees. In addition, the Company is adjusting its measurement and vesting

period for the relative total shareholder return metric to transition to a three-year vesting

period by fiscal year 2027 to tie the incentive compensation of the executives directly to

longer term shareholder performance. As part of our equity policies, we prohibit hedging

and pledging transactions involving our securities so that our executive officers and other

employees cannot insulate themselves from the effects of poor stock price performance.

COMPENSATION

COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the

Company’s “Compensation Discussion and Analysis.” Based on this review and

discussions, the Compensation Committee recommended to the Board of Directors that

the “Compensation Discussion and Analysis” be included in this Proxy Statement and the

Company’s Annual Report to Shareholders on Form 10-K for the fiscal year ended

September 30, 2025.

Members of the Compensation Committee:

Elizabeth L. Buse, Chair

Michel Combes

Tami Erwin

Alan J. Higginson

Nikhil Mehta


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	Table of Contents

Executive Compensation


COMPENSATION DISCUSSION AND ANALYSIS	Introduction
COMPENSATION DISCUSSION AND ANALYSIS	This Compensation Discussion and Analysis provides information about the compensation program for our named executive officers (“NEOs”) in fiscal year 2025:

•François Locoh-Donou, President and Chief Executive Officer

•Cooper Werner, Chief Financial Officer

•Tom Fountain, Chief Operating Officer

•John Maddison, Chief Marketing Officer

•Chad Whalen, Chief Revenue Officer

•Frank Pelzer, former Chief Financial Officer

Mr. Pelzer retired from his position as our Chief Financial Officer on November 18, 2024

and Mr. Werner became our Chief Financial Officer effective November 19, 2024.

Fiscal year 2025 marked an exceptional year of operational and financial achievement for

F5. The Company delivered revenue of $3.1 billion, representing 10% growth year-over-

year and marking our 24th consecutive year of revenue growth. This strong performance

reflects our strategic investments in innovation and our unique position at the forefront of

transformative industry shifts. As customers modernize their data centers, adopt hybrid

multicloud architectures, and scale to meet growing application performance and security

needs—including those driven by AI adoption—F5’s technology leadership has never been

more critical.

The Talent and Compensation Committee of the Company’s Board of Directors (the

“Compensation Committee”) designed the fiscal year 2025 executive compensation

program to reinforce our strategic priorities of sustainable revenue growth and driving

increased profitability through productivity and portfolio optimization. We linked annual

cash incentives to near-term operational performance (including revenue growth and non-

GAAP operating income) and long-term equity awards to multi-year strategic outcomes

(including earnings per share, revenue growth and relative total shareholder return). These

measures align pay to the Board’s objective of establishing the Company as a leader in

multi-cloud application services while building long-term shareholder value.


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		Executive Compensation

FACTORS TO CONSIDER


FISCAL YEAR 2025 PERFORMANCE HIGHLIGHTS	Annual revenue	Cash flow from operations

	3.1	950
	BILLION	MILLION


	GAAP net income	Cash returned to shareholders through share repurchases

	692	500
	MILLION	MILLION




AWARDS AND COMPANY RECOGNITION	F5's BIG-IP and Distributed Cloud Services Received 2025 TrustRadius Top Rated Awards	F5 Recognized in 25 Hottest AI Companies for Data Center and Edge: The 2025 CRN AI 100	CRN Named F5 in Top 25 IT Innovators of 2025


	F5 Listed in CRN's 20 Coolest Application Security Companies of 2025: The 2025 Security 100	F5 Employee Awarded CRN’s The Most Powerful Women of the Channel 2025: Power 100	KuppingerCole Recognized F5 as Overall Market Leader in WAAP


COMPENSATION POLICIES AND PRACTICES LINKED TO SHAREHOLDER VALUE CREATION AND RISK MITIGATION	What We Do
		Pay for performance emphasized and executive compensation aligned with F5’s business objectives and performance, and the creation of shareholder value
		Listen to shareholder feedback - transitioned the measurement and vesting periods for executive performance-based RSUs tied to relative Total Shareholder Return (rTSR) to a three-year performance period with cliff vesting at the end of three years.
		Incentive-based compensation at risk if threshold performance metrics not achieved
		Executive compensation is reviewed annually by an independent compensation consultant retained by the Talent and Compensation Committee
		Stock ownership guidelines that encourage alignment with the interests of shareholders
		Incentive compensation clawback policy
		Shareholder engagement and annual advisory vote on named executive officer compensation
		Change of Control Agreements require a double-trigger event for cash severance


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	Table of Contents
		Executive Compensation


	What We Don’t Do
		No “golden parachute” excise tax reimbursement or gross-ups upon a change in control
		No hedging or pledging or otherwise engaging in short sales of common stock of the company
		No re-pricing of stock options
		No excessive perquisites
		No dividends/dividend equivalents paid on equity awards prior to vesting


UPDATES TO THE COMPENSATION PROGRAM FOR FISCAL YEAR 2025	The Compensation Committee implemented a change to the short-term cash incentive program payout calculation for fiscal year 2025 to further align executive compensation with the creation of long-term shareholder value and expectations of our shareholders. The Compensation Committee added a 4x multiplier to the STI payout calculation as a decelerator or accelerator for attainment below or above target in alignment with the general employee bonus plan for fiscal year 2025. This change aims to better align payouts with the Company’s revenue and non-GAAP operating income results against target, creating tighter alignment with shareholder outcomes. Underachievement of targets will result in lower payouts, reflecting the scale of STI payout in line with our financial performance while employees including the Company’s executive officers can enjoy greater upside should the Company exceed financial targets. This change further reinforces a strong “pay-for-performance” culture.
UPDATES TO THE COMPENSATION PROGRAM FOR FISCAL YEAR 2025
	The Compensation Committee intends to continue to monitor, evaluate and update the Company’s executive compensation program as appropriate to refine metrics and goals to ensure executive incentives drive the right balance of growth, profitability, and long-term shareholder value, reflect shareholder feedback and best practices for the Company’s compensation policies and practices for its executive officers.

FISCAL YEAR

2025 CORPORATE

PERFORMANCE

The Company’s total annual revenue in fiscal year 2025 was $3.1 billion, which

represented 10% growth from fiscal year 2024 and marked the Company’s 24th

consecutive year of revenue growth. Fiscal year 2025 GAAP net income was $692 million,

representing growth of 22% from fiscal year 2024. Fiscal year 2025 cash flow from

operating activities was $950 million, an increase of 20% from fiscal year 2024 as a result

of increased profitability.


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		Executive Compensation

The following chart reflects the Company’s revenue, cash flow from operations and GAAP

net income over the past five fiscal years.


F5 REVENUE, CASH FLOW FROM OPERATIONS, AND NET INCOME

The following chart reflects the Company’s cumulative total shareholder return over the

past five fiscal years compared to its peer group and the Nasdaq Composite, S&P 500, and

S&P 500 Information Technology Index.


COMPARISON OF 5 YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN


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		Executive Compensation

EXECUTIVE

COMPENSATION

PROGRAM OBJECTIVES

AND COMPENSATION

PHILOSOPHY

The executive compensation program is intended to align executive compensation with

the Company’s business objectives, performance, and creation of shareholder value. The

Compensation Committee designs our executive compensation program to link

compensation to improvements in elements of the Company’s performance associated

with the creation of shareholder value. We achieve this objective through a compensation

program that:

•Provides a competitive total compensation package that supports attraction, motivation,

retention and internal equity for our executive officers who contribute to the Company’s

success;

•Emphasize performance-based compensation to align executive pay with critical

business outcomes and align the interests of our executive officers with the long-term

interests of our shareholders; and

•Links incentives to both annual operating priorities and multi-year strategic objectives

that support our business strategy.

The Compensation Committee believes that the Company’s executive compensation

should also reflect each executive officer’s qualifications, experience, role, and personal

performance, as well as the Company’s performance achievements and internal parity. In

setting the fiscal year 2025 incumbent executive compensation, the Compensation

Committee reviewed competitive market data for both cash compensation and LTI and

targeted total direct compensation for similar positions at our peer group companies (See

"Factors Considered by the Compensation Committee in Establishing Executive

Compensation - Competitive Market Analysis").


SHAREHOLDER ENGAGEMENT AND ANNUAL ADVISORY VOTE	In addition to its routine shareholder engagement, the Company engages in proactive outreach to shareholders to discuss and receive input, provide additional information, and address various questions including questions with respect to our executive compensation program. These engagements enable the Company’s Board of Directors and the Compensation Committee to better understand our shareholders’ priorities and perspectives and provide them with useful input.

	The Compensation Committee carefully considers feedback from shareholders about the Company’s executive compensation program, including the results of the shareholders’ annual advisory vote on named executive officer compensation. Last year, approximately 91% of shareholders approved the annual advisory vote on executive officer compensation, further evidencing the shareholders’ overall support of our executive compensation program. The Compensation Committee believes this vote reflects overall support for our executive compensation program. Shareholders are invited to express their views to the Compensation Committee, including as described above under the heading “Communications with Directors.”


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ELEMENTS OF OUR FISCAL YEAR 2025 COMPENSATION	The three primary elements of our fiscal year 2025 executive compensation program were:

	(i)base salary (Salary),

	(ii)short-term incentive compensation in the form of cash bonuses (STI), and

	(iii)long-term incentive compensation composed of equity compensation that were both performance-based and service-based (LTI).

HOW EACH ELEMENT

FITS INTO OUR OVERALL

COMPENSATION

OBJECTIVES AND AFFECTS

OTHER ELEMENTS OF

COMPENSATION

Consistent with our philosophy that a significant portion of our executive officers’ target

total direct compensation should be directly linked to the performance of the Company and

align the interests of our executive officers with the long-term interests of our

shareholders, a majority of our CEO’s and other NEOs' fiscal year 2025 target total direct

compensation was based on the Company achieving certain performance and financial

targets.

The charts below reflect the relative target values of the three key elements of current NEO

compensation for fiscal year 2025:

CEO Compensation

Other NEO Compensation

Salary

STI

LTI

Salary

STI

LTI

“Other NEO Compensation” is an average of the current NEOs other than the CEO. Base

salary, STI, and LTI are reflected at target. Please refer to the “Cash Incentive

Compensation” and “Fiscal Year 2025 Equity Awards” sections below for information on

the fiscal year 2025 values.

The charts below reflect the percentage of NEO target total direct compensation that was

performance-based (STI and performance-based portion of LTI) for fiscal year 2025:

CEO Compensation Mix

Other NEO Compensation Mix

Performance

Service

Performance

Service


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Position to Market Over Time

In setting the individual target compensation for our NEOs, the Committee reviews market

data from our peer group companies, as well as survey data, and considers each NEO's

sustained performance, potential, leadership role scope, criticality and internal parity.

Base Salary

Base salary is the fixed element of our executive officers' annual cash compensation. Our

executive officers’ base salaries are set at levels that reflect the following:

•The executive officer’s specific job responsibilities, experience, qualifications, job

performance, and potential future contributions;

•Competitive market data drawn from the Radford Global Compensation survey

database covering technology companies in comparable areas (Survey Companies);

and

•Compensation paid to executives holding comparable positions as disclosed for the

companies in our compensation peer group developed by the Compensation

Committee’s independent compensation consultant in consultation with management

and the Compensation Committee (Compensation Peer Group) (See “Factors

Considered by the Compensation Committee in Establishing Executive Compensation

— Competitive Market Analysis”).

The Compensation Committee reviews base salaries annually and may adjust base

salaries at that time. It also may adjust base salaries from time to time in recognition of

individual performance, promotions, and market competitiveness considerations. The fiscal

year base salaries of our NEOs were as follows:


	Fiscal Year 2024 Base Salary ($)	Fiscal Year 2025 Base Salary ($)	% of Base Salary Increase

François Locoh-Donou	$962,000	$962,000	0%
Cooper Werner (1)	$—	$500,000	N/A
Tom Fountain	$582,000	$582,000	0%
John Maddison (1)	$—	$500,000	N/A
Chad Whalen	$499,000	$519,000	4%
Frank Pelzer (2)	$562,000	$562,000	0%

1.Mr. Werner was appointed as Chief Financial Officer effective November 19, 2024 and

Mr. Maddison joined the Company as Chief Marketing Officer on December 2, 2024.

2.Mr. Pelzer retired from his role as Chief Financial Officer effective November 18, 2024

and continued as a consultant in accordance with his Transition Agreement through

May 31, 2025.


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Annual Cash Incentives

The Compensation Committee believes that short-term incentives based on attaining or

exceeding pre-established targets for financial and operational performance metrics

properly align the interests of our executive officers with the interests of our shareholders.

All of our executive officers, including NEOs, participate in our annual STI program, with

each executive officer assigned a target annual STI opportunity expressed as a percentage

of the executive officer's annual base salary. The Compensation Committee, and in the

case of the executive officers other than the President and CEO in consultation with our

President and CEO, determines their target annual STI based on its assessment of the

impact each executive officer has on the Company’s performance and a review of

competitive market data drawn from the Peer Group Companies and the Survey

Companies (for positions where insufficient peer group data is available). For fiscal year

2025, the target STI opportunities ranged from 80% to 130% of NEO base salaries, as set

forth in the table below.


	Base Salary Annual Rate ($)	STI Plan Target as a % of Base Salary	STI Plan Maximum as a % of Base Salary	Attainment as % of Target(2)	Actual ($)

François Locoh-Donou	$962,000	130%	260%	111.8%	$1,398,421
Cooper Werner	$500,000	80%	160%	111.8%	$447,280
Tom Fountain	$582,000	100%	200%	111.8%	$650,792
John Maddison(1)	$500,000	80%	160%	111.8%	$371,304
Chad Whalen	$519,000	100%	200%	111.8%	$580,346
Frank Pelzer(1)	$562,000	N/A	N/A	N/A	N/A

1.Mr. Pelzer retired from the Company on November 18, 2024 and therefore was not eligible

for the fiscal 2025 annual STI plan. Mr. Maddison joined the Company on December 2, 2024

so STI was pro-rated.

2.Rounded to the nearest tenth of a percent.

Fiscal Year 2025 Performance Metrics

The performance metrics (and their relative weighting) for the fiscal year 2025 annual cash

incentive program were:

•45% based on Company revenue for the fiscal year;

•45% based on Company non-GAAP operating income (“Operating Income”) for the

fiscal year; and

•10% based on representation and belonging metrics ("Inclusion").

For purposes of the annual STI program, Non-GAAP operating income excluded from

GAAP operating income, as applicable, stock-based compensation, amortization and

impairment of purchased intangible assets, facility-exit costs, acquisition-related charges,

net of taxes, cyber incident costs, restructuring charges, and certain non-recurring tax

expenses and benefits. The focus on revenue growth balanced by the Operating Income

and Inclusion metric targets ensured that the Company appropriately managed operating

risks, avoided excessive risk-taking, and maintained its operating income targets while

building a company culture of belonging and inclusion. The Compensation Committee

believed these goals would appropriately reflect and address the interests of our

shareholders and promote the Company’s business strategies and objectives. Accordingly,

the Compensation Committee approved these performance metrics for the annual STI

program.

The Compensation Committee determined the target level for each performance metric

and that it would not pay on the STI plan with respect to the revenue and operating income

performance metrics unless at least 80% of the applicable target goal was achieved.

Payment with respect to the annual revenue and operating income performance metrics

was to be linear above 80% of the applicable target performance level and subject to a

200% cap. There was a 4x multiplier to the STI payout calculation as a decelerator or


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accelerator for attainment below or above target. The Company’s actual performance

against each of the annual revenue and operating income metrics was to be evaluated

separately and for our executive officers to earn more than 100% of their target annual STI

opportunities allocated to these metrics, the aggregate results for both the annual revenue

and operating income performance metrics would need to equal or exceed 100% of the

applicable target performance level.

The Inclusion metrics comprising just 10% of the performance metrics for fiscal year 2025

were intended to encourage broad prospectives and strong engagement. The Inclusion

metrics, including, among others, a favorability score with respect to a global belonging

survey, were set in a manner the Compensation Committee determined would require

significant effort to be achieved and would not be achieved with average or below average

performance. The Compensation Committee determined that only 85% of the target

Inclusion metrics were met.

For fiscal year 2025, the annual revenue target was $2,985 million and the annual

operating income target was $1,045 million.

In fiscal year 2025, the Company achieved 103.5% of its annual revenue target and 104%

of its annual operating income target resulting in a combined attainment of 103.8% and a

payout of 114.8%. The Company also achieved 85% of its inclusion target. Based on these

results, the executive officers earned 111.8% of their target annual STI opportunities.

Calculation of 2025 Cash Incentive Awards

Performance measure

Weighting

Threshold

Target

Maximum

Actual

Attainment as a

% of Target(1)

Attainment after

Accelerator

Revenue

45%

$2,388.0M

$2,985.0M

$5,970.0M

$3,088.1M

103.5%

Operating Income

45%

$836.0M

$1,045.0M

$2,090M

$1,086.4M

104.0%

Combined Revenue &

Operating Income

90%

103.8%

114.8%

Inclusion

10%

85.0%

STI as a % of target

111.8%

1.Rounded to nearest tenth of a percent.

Equity Awards

To further align the compensation of our executive officers with the creation of shareholder

value, the Compensation Committee grants to our executive officers, including our NEOs,

long-term incentive compensation opportunities in the form of both performance-based and

service-based equity awards (the “LTI Grants”). Among other factors, the Compensation

Committee evaluates market conditions for executive compensation in determining the

levels of LTI Grants for each of our executive officers (see section entitled “Factors

Considered by The Compensation Committee in Establishing Executive Compensation –

Competitive Market Analysis”). The Compensation Committee believes that equity

ownership aligns the interests of our executive officers with those of our shareholders and

provides significant motivation to our executive officers to maximize value creation for our

shareholders.

The Compensation Committee periodically approves grants of equity-based compensation

in the form of both performance-based and service-based RSUs under the Company’s

equity incentive plan. In fiscal year 2024, the Compensation Committee began a transition

of the measurement and vesting periods for the performance based restricted stock units

(“Performance Awards”) to be earned by executive officers based upon the Company’s

rTSR performance. Over the three years, shares subject to Performance Awards earned

for rTSR performance will transition to a three-year performance measurement period with

a three-year cliff vesting at the end of the measurement period. To transition to this new

award design for executive officers appointed prior to November 1, 2023, the Performance

Awards granted in fiscal year 2025 were slightly more heavily weighted towards rTSR

performance. For fiscal year 2025, the LTI Grants were approximately 46.1% service-


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based for incumbent NEOs other than the CEO (36.4% for the CEO), vesting over three

years in equal quarterly increments, and 53.9% performance-based for incumbent NEOs

other than the CEO (63.6% for the CEO), vesting over three years annually, subject to the

Company achieving specified performance targets over the three-year period following the

grant of the awards (the “2025 Performance Awards”). The Compensation Committee

reviewed and considered the following factors in determining the size of these LTI Grants:

•The relative role and responsibilities of each executive officer;

•The previous and expected future contributions of each executive officer to the

Company’s success

•Internal parity; and

•Competitive market data on the equity award grants practices of our Peer Group

Companies.

The Board of Directors has adopted an “Equity Award Grant Policy,” which provides that

the Compensation Committee or the Board of Directors, as applicable will approve equity

awards to current executive officers on an annual basis on the first business day in

November.

Fiscal Year 2025 Equity Awards

For fiscal year 2025, the Compensation Committee granted the following annual equity

awards (the "2025 Equity Award") to our NEOs:


	2025 Service-Based Equity Awards	2025 Performance-Based Equity Awards	2025 Annual Target Value

François Locoh-Donou	25,366	44,391	$15,400,000
Cooper Werner	5,436	5,436	$2,400,000
Tom Fountain	11,406	13,308	$5,456,000
Chad Whalen	8,607	10,043	$4,117,000

The annual equity award to Mr. Locoh-Donou vests over three years, with approximately

36.4% of the award vesting in equal quarterly increments. The other approximately 63.6%

of the award is performance-based and vests in three annual increments subject to the

achievement of performance-based goals as set forth below. The annual equity award to

Mr. Werner vests over three years, with approximately 50% of the award vesting in equal

quarterly increments. The other approximately 50% of the award is performance-based and

vests over a three-year period subject to the achievement of performance-based goals as

set forth below. The annual equity awards granted to Messrs. Fountain and Whalen vests

over three years, with approximately 46.1% of the awards vesting in equal quarterly

increments. The other approximately 53.9% of the awards are performance-based and vest

in three annual increments subject to the achievement of performance-based goals as set

forth below.

Performance-Based Equity Awards

The Compensation Committee, assisted by its independent compensation consultant,

selected the performance goals for the LTI performance-based RSUs. Consistent with the

Company’s stated growth strategy, the Compensation Committee believed that top line

revenue growth continues to be a primary driver of shareholder value creation. The

Compensation Committee believes that revenue growth is the key driver of shareholder

value creation and as such it furthers the shared interests of our executive officers and

shareholders and therefore it is a more heavily weighted metric. In addition, the

Compensation Committee continued to recognize the focus on Company profitability and

its role in long term shareholder value creation with the inclusion of an Earnings Per Share

("EPS") metric. Finally, to continue to align executive compensation with shareholder

returns, the Compensation Committee determined to use a relative TSR metric as

compared to the S&P 500. For executive officers appointed prior to November 1, 2023, the

Compensation Committee continued its transition to a three-year rTSR metric while


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executive officers appointed after November 1, 2023 received a three-year performance

measurement period with a three-year cliff vest rTSR metric.

One-third of the 2025 Performance Awards were earned and vested on November 1, 2025,

based on achieving the one-year Revenue, EPS and for executives appointed prior to

November 1, 2023, the one-year TSR goals. The remaining two thirds of the Revenue and

EPS performance portion of the award will vest and be paid in equal 1/3 installments in

year two and three based on fiscal year 2025 achievement provided the individual remains

in service with the Company. The rTSR portion of the award is subject to vesting annually

thereafter for executives appointed prior to November 1, 2023 based on the Company’s 2-

year and 3-year relative to the total shareholder return of the S&P 500 Index. For

executives appointed after November 1, 2023 the rTSR portion of the award is subject to a

3-year cliff vest based on the Company's 3-year relative to the TSR of the S&P 500 Index,

to vest on November 1, 2027 provided the individual remains in service with the Company.

The Compensation Committee established the following performance metrics for the 2025

Performance Awards:

•42.9% for executives appointed prior to November 1, 2023 and 50% for executives

appointed after November 1, 2023 (2025 Performance Award) of the goal was based on

the Company achieving target GAAP revenue for the fiscal year;

•21.4% for executives appointed prior to November 1, 2023 and 25% for executives

appointed after November 1, 2023 (2025 Performance Award) of the goal was based on

the Company achieving target non-GAAP earnings per share (“EPS”) for the fiscal year.

The EPS metric is computed by dividing non-GAAP net income by the weighted

average number of shares of Common Stock and dilutive Common Stock equivalents

outstanding during the fiscal year. Non-GAAP net income excludes, as applicable,

stock-based compensation, amortization and impairment of purchased intangible

assets, facility-exit costs, acquisition-related charges, net of taxes, cyber incident costs,

restructuring charges, and certain non-recurring tax expenses and benefits and is

adjusted by the amount of additional taxes or tax benefit that the Company would

accrue if it used this non-GAAP net income instead of GAAP net income to calculate

the Company’s tax liability; and

•35.7% for executives appointed prior to November 1, 2023 and 25% for executives

appointed after November 1, 2023 of the 2025 Performance Award goal was based on

rTSR benchmarked against the S&P 500 Index as described above.

The Compensation Committee established the same performance metrics for the fiscal

year 2025 vesting of the equity awards made to executive officers in fiscal year 2023 (2023

Performance Awards) but with the following percentages – 50% based on achieving target

GAAP revenue for the fiscal year, 25% based on EPS for the fiscal year and 25% based on

a three year relative TSR.

The threshold, target, and maximum goals and payout levels for these metrics are set forth

below:


Level	Total Revenue Metric	% Payout	EPS Metric	% Payout	Relative TSR Percentile Rank Metric	% Payout(1)

Threshold	$2,388M	80%	$12.73	50%	25th	50%
Target	$2,985M	100%	$14.14	100%	50th	100%
Maximum	$5,970M	200%	$15.55	200%	>75th	200%
2025 Actual	$3,088.0M	103.45%	$15.81	200%	93rd	200%

1.Rounded to nearest tenth of a percent.

Vesting and payment with respect to the 2025 and 2023 Performance Award goal is subject

to meeting the threshold level and is measured linearly above the threshold of the

applicable goal. Each goal is capped at achievement of 200% payout.


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For the fiscal years 2025 and 2023 Performance Awards, the executive officers achieved

the following:


	Total revenue for fiscal year 2025		Non-GAAP EPS for fiscal year 2025
	3,088,072		15.81


	resulting in a payout of		for a payout of
	103.5		200.0


Metric	2023 (3yr TSR)	2024 (2yr TSR)	2025 (1yr TSR)

TSR	122.35%	111.01%	48.27%
Percentile	83.77th	88.33th	92.59nd
TSR Payout(1)	200.00%	200.00%	200.00%

1.Rounded to nearest tenth of a percent.

Based on the relative weighting of each goal, the total achievement was 154.6% for the

incumbent NEOs 2025 Performance Award and 151.7% for the 2023 Performance Award.

For the NEO appointed after November 1, 2023, 135.6% was achieved of the 2025

Performance Award for the combined Revenue and EPS targets. 25% of the remaining

2025 Performance Award will be determined after fiscal year 2027 based on three-year

rTSR.

The Compensation Committee believes this performance formula has contributed to the

Company’s financial performance and is of crucial importance in maintaining and growing

shareholder value and furthering the shared interests of our executive officers and

shareholders. The performance-based equity incentive compensation is paid out on a

linear basis above threshold, setting up the executive officers’ total direct compensation to

be reduced significantly if the Company has poor operating results. Since each goal is

capped at achievement of 200% payout, the performance formula limits to a reasonable

and foreseeable level the amount of performance-based equity incentive compensation

paid in the case of strong operating results exceeding the targets.

The performance formula and targets represent key metrics by which the Company is

evaluated and provide an appropriate and effective balance of performance incentives

to focus and motivate our executive officers to maximize value for the Company’s

shareholders without excessive risk-taking. Equity awards not earned for any performance

period are forfeited. Generally, an executive officer must be employed by the Company

or its affiliates on each vesting date to receive the shares of Common Stock issuable on

that date.


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FACTORS CONSIDERED BY THE COMPENSATION COMMITTEE IN ESTABLISHING EXECUTIVE COMPENSATION	Competitive Market Analysis

	The Compensation Committee conducts an annual review of our executive compensation program and uses competitive market data drawn from the compensation peer group and selected broad-based compensation surveys to help set appropriate compensation levels. The Compensation Committee retained Compensia, a national compensation consulting firm, to assist in this review and conduct a competitive review of the total direct compensation (cash and equity compensation) for our executive officers for fiscal year 2025. The Compensation Committee instructed Compensia to collect base salary, total cash, short-term incentive, long-term incentive, and total direct compensation data and to analyze and compare on a pay rank and position basis our executive officers’ compensation with the compensation paid to comparable executives at the companies in the compensation peer group. For this purpose, Compensia used data drawn from the public filings off the companies in the peer group as approved by the Compensation Committee, as well as relevant survey data.

To assess the competitive market pay levels for our executive officers, the Compensation

Committee requested Compensia to review and update the Company’s compensation peer

group for fiscal year 2025 to:

•ensure it consisted of organizations that are comparable to the Company in terms of

complexity of operations and size focusing on industry, revenue and market

capitalization;

•compare each of the executive positions to positions at the companies in the

compensation peer group as well as positions in a survey prepared for the Company by

Radford; and

•gather and analyze compensation data from the public filings of the companies in the

compensation peer group and select published survey sources, and provide an

analysis of realized pay trends for our executive officers.

The Compensation Committee reviewed this data and the competitive analysis prepared by

Compensia and evaluated these inputs in the context of the Company's compensation

philosophy and historical pay practices. Based on this review, the Compensation

Committee established the fiscal year 2025 compensation program for our executive

officers, including the NEOs.

In developing the compensation peer group, the Compensation Committee focused on

companies that the Company competes with in the marketplace and for talent, as well as

other factors identified by Compensia and agreed upon by the Compensation Committee.

In addition, the Company’s continued growth, expanding business model, and software and

security focus led the Compensation Committee to conclude that a broad range of peer

companies was appropriate and included a mix of larger and smaller companies. Company

size both in terms of revenue and market capitalization were among the factors that were

considered in selecting the peer group companies. The Compensation Committee also

believed that other factors such as similar industry and operational focus, comparable

business models, growth rates, and competition for executive talent were also relevant in

selecting the peer group companies.

Based on the information and input received from management and Compensia, the

Compensation Committee modified the previously-approved set of peers to form the group

to be used for fiscal year 2025 by adding Cloudflare, Datadog, DocuSign, Dynatrace,

Informatica, Okta, Pure Storage, Inc., Trimble,Twilio, Unity Software and Zscaler and

removing Arista Networks, Inc., AutoDesk, Inc., Cadence Design Systems, Inc., Juniper

Networks, Inc., Palo Alto Networks, Splunk, Synopsys, Inc. VMWare and Workday. These

changes were made due to a combination of acquisition activity and consideration of

overall financial comparability and industry focus relative to the Company. Accordingly, the

Compensation Committee approved the following peer companies to analyze the

Company’s executive compensation program for fiscal year 2025:


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Akamai Technologies, Inc. CheckPoint Software Technologies Ltd. Ciena Corporation Cloudflare, Inc. Datadog, Inc. DocuSign, Inc. Dropbox, Inc.	Dynatrace, Inc. Fortinet, Inc. Gen Digital, Inc. Informatica NetApp, Inc. Nutanix, Inc. Okta, Inc.	Pure Storage, Inc. Teradata Corporation Trimble, Inc. Twilio, Inc. Unity Software Inc. VeriSign, Inc. Zscaler, Inc.

As of the date of the competitive market analysis prepared by Compensia, the Company

was positioned relative to the peer group at the 60th percentile in revenues, 24th percentile

in market capitalization, and 20th percentile in market capitalization compared to revenues.

For fiscal year 2025, Compensia also reviewed compensation data from a custom cut of

the peer group companies drawn from the Radford Global Compensation database. This

data was used by the Compensation Committee primarily as a competitive reference for

positions below the executive officer level and as supplemental data where insufficient peer

group data was available.

The Compensation Committee has evaluated its relationship with Compensia to ensure

that it believes that such firm is independent from management. This review process

included a review of the services that Compensia provided, the quality of those services,

and the fees associated with the services provided during fiscal year 2025. Based on this

review, as well as consideration of the factors affecting independence set forth in Exchange

Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the Nasdaq Marketplace Rules, and such

other factors as were deemed relevant under the circumstances, the Compensation

Committee evaluated Compensia’s independence and determined that no conflict of

interest has arisen as a result of the work performed by Compensia.

Other Benefits and Perquisites

The Company’s executive officers participate in broad-based benefit plans and programs

that are available to our other employees and are eligible for a communication stipend and

an executive physical examination. The Company pays reasonable travel and trip

expenses and taxes with respect to such expenses to attend a Company-sponsored

employee recognition event for individuals from across various departments of the

Company who have been designated as making significant contributions during the fiscal

year and chosen among those designated. The Company’s executive officers attend such

Company-sponsored employee recognition event to recognize the contributions of such

designated individuals, show the Company’s appreciation and build relationships that

promote retention. The Company does not currently provide additional material perquisites

for its executive officers.

Clawback Policy

The Board has adopted a Clawback Policy that is compliant with Exchange Act Rule 10D-1

and applicable Nasdaq listing standards. The Clawback Policy requires that in the event of

an accounting restatement of the Company’s financial statements due to the Company’s

material noncompliance with financial reporting requirements under the securities laws, the

Company will recover amounts awarded (cash or equity) to Company executive officers in

excess of what would have been received if determined based on a restated financial

measure (including stock price and total shareholder return) subject to specified limited

exceptions.


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Stock Ownership Guidelines

We maintain stock ownership guidelines to promote a long-term perspective in managing

our business, further align the interests of our executive officers and our shareholders, and

reduce any incentive for excessive short-term risk taking. Our stock ownership guidelines

for the Company’s directors and executive officers were updated on May 21, 2025

(“Adoption Date”) (“Updated Stock Ownership Guidelines”). The Updated Stock

Ownership Guidelines increase the multiple of base salary to be held by executive officers

by an additional 1x. The Updated Stock Ownership Guidelines provide for the following

stock ownership:


	President and CEO	6x base salary (increased from 5x base salary)
	Other Officers	3x base salary (increased from 2x base salary)

Previously, executive officers were required to achieve the prior ownership guidelines

within three years after first being designated as an executive officer. Under the Updated

Stock Ownership Guidelines, executive officers are required to achieve the enhanced

ownership guidelines within the later of (i) five years of being designated an executive

officer or (ii) three years after the Adoption Date ("Ownership Effective Date"). Executive

officers with three or more years of executive officer service as of the Adoption Date

continue to be subject to the prior stock ownership requirements until they become subject

to the enhanced stock ownership requirements as of their Ownership Effective Date. Until

the applicable ownership guideline is achieved, the stock holding provisions require our

executive officers to retain a number of shares equal to a percentage of the Net Shares

received as the result of the vesting of any RSUs. The Updated Stock Ownership

Guidelines increase such percentage of Net Shares required to be retained with respect to

executive officers subject to the stock ownership guidelines from not less than 20% to not

less than 50% as of the Ownership Effective Date with respect to such executive officer.

“Net Shares” are those shares that remain after shares are sold to satisfy any required

withholding tax obligation. Shares of Common Stock that count toward satisfaction of the

guidelines include shares purchased on the open market, shares obtained through stock

option exercises or under the Company’s Employee Stock Purchase Plan, shares obtained

through grants of RSUs, and shares beneficially owned in a trust by a spouse and/or minor

children. Shares owned by executive officers are valued at the greater of (i) the price at the

time of acquisition/purchase or (ii) the current market value.

Hedging Policy

We consider it improper and inappropriate for any employee, officer, or director of the

Company to engage in short-term or speculative transactions in the Company’s securities.

As described above in “Corporate Governance – Derivatives Trading and Hedging Policy”,

the Company’s “Insider Trading Policy” specifically prohibits directors, officers and other

employees, and their family members, from engaging in short sales of the Company’s

securities, transactions in puts, calls, or other derivative securities on an exchange or in

any other organized market, and hedging transactions related to the Company’s securities.

In addition, directors, officers, and other employees are prohibited, except under certain

limited exceptions, from holding Company securities in a margin account or pledging

Company securities as collateral for a loan. Each of the NEOs complied with this policy

during fiscal year 2025 and has no Company securities pledged or held in margin

accounts.

Practices Related to the Timing of Grants of Certain Equity Awards

Our general practice is to not grant equity awards in anticipation of the release of material

nonpublic information or time the release of material nonpublic information for the purpose

of affecting the value of executive compensation. The Compensation Committee uses its

business judgment to determine the amount of an equity award and would consider any

material nonpublic information that is known to the Compensation Committee before

granting an equity award. The Board of Directors has adopted an “Equity Award Grant

Policy,” which provides that the Compensation Committee, the Board of Directors or their

delegates, as applicable, will approve equity awards to current executive officers on an


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annual basis on the first business day in November, though each has, from time to time,

made grants at other times (for example, in connection with hiring and promotions). We do

not grant stock options to our NEOs.

IMPACT OF ACCOUNTING

AND TAX TREATMENTS OF

A PARTICULAR FORM OF

COMPENSATION

The accounting and tax treatment of the elements of our executive compensation program

are factors considered by the Compensation Committee in the design of the program.

Although the Compensation Committee may consider the impact of tax and accounting

consequences when developing and implementing the Company’s executive

compensation program, the Compensation Committee retains the flexibility to design and

administer a compensation program that is in the best interests of the Company and its

shareholders (including approving compensation for our executive officers that is not

deductible for federal income tax purposes).

EMPLOYMENT CONTRACTS

AND DOUBLE-TRIGGER

CHANGE-OF-CONTROL

ARRANGEMENTS

We have entered into change-of-control agreements with each of the executive officers

(the “Change of Control Agreement”) (See “Potential Payments Upon Termination or

Change of Control” below). The Compensation Committee recognizes that the threat or

possibility of an acquisition by another company or some other change of control event

can be a distraction and believes that it is in the best interests of the Company and our

shareholders to ensure that the Company will have the continued full attention and

dedication of the NEOs notwithstanding the possibility, threat, or occurrence of such an

event. See the “Fiscal Year 2025 Potential Payments Upon Termination or Change of

Control Table” for additional information regarding an estimate of the potential payments

and benefits that each NEO could receive under the change-of-control agreements. The

change-of-control agreements feature a “double trigger” clause that provides that an

executive officer will not receive payments and benefits pursuant to the agreement unless

their employment is terminated under certain circumstance within two years following a

change of control event. In addition, the RSU grant agreements issued to our NEOs

provide that upon certain changes of control of the Company the vesting of outstanding

and unvested RSUs will accelerate and the RSUs will become fully vested. We believe

that the change-of-control provisions provide an additional tool for attracting and retaining

key executive officers.

In addition to the foregoing, the Company has entered into a written employment offer letter

with Mr. Locoh-Donou providing that should the Company terminate his employment

without “Cause” as that term is defined in the Company’s standard form Change-of-Control

agreement, or for “Good Reason” as described in his employment offer letter and further

described in the section entitled “Potential Payments Upon Termination or Change of

Control” below, we will pay him a cash severance amount equal to his first year base salary

and executive incentive compensation at target as well as provide accelerated vesting of

his outstanding equity awards scheduled to vest within the next six months following his

termination of employment or a payment in lieu of such accelerated vesting as determined

at the discretion of the Compensation Committee. Such payments are subject to Mr.

Locoh-Donou’s resignation from the Board of Directors and compliance with a one-year

non-competition agreement. There are currently no other written employment contracts

providing severance payments and benefits to any of our NEOs. Each such executive

officer is an “at-will” employee, and his or her employment may be terminated anytime with

or without cause. In recognition of an executive officer’s service and contributions to the

Company’s success, the Company may enter into a separation agreement with an

executive officer. These agreements also include other customary terms and conditions,

such as a general release of claims in favor of the Company, and may also require the

former executive officer to provide certain transition services or covenants not to compete

at the request of the Company. A transition agreement was entered into with Mr. Pelzer in

connection with his retirement as our Chief Financial Officer to provide consulting services

as described in “Potential Payments Upon Termination or Change of Control”.


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NAMED EXECUTIVE

COMPENSATION TABLES

The following table sets forth information concerning compensation for services rendered

to us by (a) our Chief Executive Officer in fiscal year 2025, (b) each individual who served

as our Chief Financial Officer at any time during fiscal year 2025 and (c) our three other

most highly compensated executive officers who were serving as our executive officers at

the end of fiscal year 2025. These executive officers are collectively hereinafter referred to

as the “Named Executive Officers” or “NEOs.”

Summary Compensation Table for Fiscal Year 2025


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Non-Equity Incentive Plan Compensati on ($)(2)	All Other Compensati on ($)(3)	Total ($)(4)

François Locoh-Donou President and Chief Executive Officer	2025	962,000	—	20,642,852	1,398,421	36,546	23,039,819
	2024	962,000	—	16,426,775	625,300	30,367	18,044,442
	2023	962,000	—	9,853,662	—	41,104	10,856,766
Cooper Werner Executive VP and Chief Financial Officer	2025	500,000	—	2,680,424	447,280	28,381	3,656,085
Tom Fountain Chief Operating Officer	2025	582,000	—	6,978,849	650,792	38,234	8,249,875
	2024	582,000	—	5,156,741	436,500	30,815	6,206,056
	2023	582,000	—	3,405,852	174,600	1,450	4,163,902
John Maddison Executive VP and Chief Marketing Officer	2025	416,667	—	4,484,526	371,304	22,959	5,295,456
Chad Whalen Chief Revenue Officer	2025	519,000	—	5,399,738	580,346	33,230	6,532,314
	2024	499,000	—	4,926,153	374,250	16,187	5,815,590
	2023	499,000	—	3,404,161	149,700	42,078	4,094,939
Frank Pelzer (5) Former Executive VP and Chief Financial Officer	2025	454,461	—	2,142,692	—	328,198	2,925,351
	2024	562,000	—	4,283,799	379,350	31,967	5,257,116
	2023	562,000	—	2,661,586	151,740	6,170	3,381,496

1.This column represents the aggregate grant date fair value of RSUs granted to Named

Executive Officers in the applicable year computed in accordance with Accounting

Standards Codification Topic 718, Stock Compensation (ASC Topic 718) and determined

as of the grant date under ASC Topic 718. The amounts shown exclude the impact of

estimated forfeitures related to service-based vesting conditions. For additional

information, please refer to note 1 “Summary of Significant Accounting Policies — Stock-

based Compensation” and note 10 “Stock-based Compensation” included in our financial

statements in our Annual Report to Shareholders on Form 10-K for the fiscal year ended

September 30, 2025. Additional information about the RSUs including maximum

opportunity appears in the Compensation Discussion and Analysis and in footnote 5 of the

Grants of Plan-Based Awards in Fiscal Year 2025 Table and related narrative. In

determining the fair value of the portion of the performance awards based on Total

Shareholder Return, the Company uses a Monte Carlo simulation model as described in

note 10 “Stock-based Compensation” included in our financial statements in our Annual

Report to Shareholders on Form 10-K for the fiscal year ended September 30, 2025.


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2.This column represents the total STI bonus paid to the Named Executive Officers for fiscal

year 2025 under the Incentive Plan. For additional information, see the discussion of the

STI bonus set forth in the Compensation Discussion and Analysis and footnote (2) of the

Grants of Plan-Based Awards in Fiscal Year 2025 Table.

3.Items in the “All Other Compensation” column are outlined in the following table:

Items in All Other Compensation Column for Fiscal Year 2025


Name	Company Contributions to 401(k) Plan	Communication Stipend	High Performing Employee Recognition Trip*	Other	Total All Other Compensation
François Locoh-Donou	$4,400	$1,200	$30,946	$—	$36,546
Cooper Werner	$4,400	$1,200	$22,781	$—	$28,381
Tom Fountain	$4,400	$1,200	$32,634	$—	$38,234
John Maddison	$4,400	$1,000	$17,559	$—	$22,959
Chad Whalen	$4,400	$1,200	$27,630	$—	$33,230
Frank Pelzer	$—	$320	$12,653	$315,225**	$328,198

*The high performing employee recognition trip amounts above include both the cost

for the executive officer to attend the Company event to recognize high-performing

employees as well as an amount to cover the taxes to the executive with respect to

such trip. The tax reimbursement amounts included in the amounts above are as

follows: Mr. Locoh-Donou $8,211, Mr. Werner $6,087, Mr. Fountain $12,103, Mr.

Maddison $7,584, Mr. Whalen $7,718 and Mr. Pelzer $4,113.

**The amount for Mr. Pelzer is a one-time severance payment in accordance with his

transition agreement and an $100 for an annual parking stipend.

4.The Company did not provide any options for the applicable fiscal years and does not have

a pension or nonqualified deferred compensation plan.

5.The fiscal year 2025 salary amount for Mr. Pelzer includes $327,833 in consulting payments

in accordance with his transition agreement.


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Grants of Plan-Based Awards in Fiscal Year 2025


			Estimated Possible Payouts Under Non-equity Incentive Plan Awards(2)			Estimated Possible Payouts Under Equity Incentive Plan Awards(5)			All Other Stock Awards: Number of Shares of Stock or Units (#)(6)	Grant Date Fair Value of Stock Awards ($)(8)

Name	Grant Date	Approval Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)

François Locoh-Donou	11/1/2024(1)	10/31/2024	—	—	—	—	—	—	25,366	5,889,985
	10/31/2024(1)(3)	10/31/2024	—	—	—	7,991	11,416	22,831	—	2,669,857
	11/1/2024(1)(4)	10/31/2024	—	—	—	27,903	44,391	88,782	—	12,083,010
			900,432	1,250,600	2,501,200	—	—	—	—	—
Cooper Werner	11/1/2024(1)	10/31/2024	—	—	—	—	—	—	5,436	1,262,239
	11/1/2024(1)(4)	10/31/2024	—	—	—	3,533	5,436	10,872	—	1,418,185
			288,000	400,000	800,000	—	—	—	—	—
Tom Fountain	11/1/2024(1)	10/31/2024	—	—	—	—	—	—	11,406	2,648,473
	10/31/2024(1)(3)	10/31/2024	—	—	—	2,119	3,027	6,054	—	707,955
	11/1/2024(1)(4)	10/31/2024	—	—	—	8,365	13,308	26,616	—	3,622,421
			419,040	582,000	1,164,000	—	—	—	—	—
John Maddison	2/3/2025(1)	1/31/2025	—	—	—	—	—	—	15,192	4,484,527
John Maddison			288,000	400,000	800,000	—	—	—	—	—
Chad Whalen	11/1/2024(1)	10/31/2024	—	—	—	—	—	—	8,607	1,998,545
	10/31/2024(1)(3)	10/31/2024	—	—	—	1,998	2,854	5,708	—	667,494
	11/1/2024(1)(4)	10/31/2024	—	—	—	6,313	10,043	20,086	—	2,733,699
			373,680	519,000	1,038,000	—	—	—	—	—
Frank Pelzer	10/31/2024(1)(3)	10/31/2024	—	—	—	1,695	2,422	4,843	—	566,340
Frank Pelzer		10/31/2024	—	—	—	—	—	—	6740(7)	1,576,351

1.RSUs granted under the F5, Inc. Incentive Plan. No options were granted to the NEOs in

fiscal year 2025.

2.Represents the cash STI bonus opportunity for fiscal year 2025 under the Incentive Plan.

Amounts reported in the Threshold column represent the minimum amounts that could be

paid to the NEOs based on achievement of a single metric, and amounts reported in the

maximum column represent the maximum amounts that could be paid to the NEOs, which

is 200% of target. The actual cash STI bonus earned for fiscal year 2025 is set forth above

in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation

Table for Fiscal Year 2025. More details regarding the cash STI bonus is set forth in the

Compensation Discussion and Analysis.

3.Represents (i) the third year performance portion of the revenue metric and EPS metric of

the annual equity awards issued to all NEOs in fiscal year 2023 (12.5% of the total annual

equity awards issued in fiscal year 2023) (the “2023 Performance Award”). The revenue

metric is weighted double the EPS metric. The terms of the performance awards are

described in more detail in the Compensation Discussion and Analysis. Under ASC Topic

718, these performance awards are treated as grants in fiscal year 2025 as the applicable

performance targets were set in fiscal year 2025. The closing price of the Common Stock

on the grant date of October 31, 2024 was $233.88.

4.The performance-based annual equity awards issued to each NEO in fiscal year 2025 vest

annually over three years, until such portion of the grant is fully vested on November 1,

2027. The revenue and EPS performance metrics have a one-year performance

measurement period and a series of two additional one-year cliff service vesting periods

with one third vesting each year based upon achievement over the first one-year

performance period. For executives hired prior to November 1, 2023, the rTSR metric vests


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annually based on one year, two year and three year rTSR, respectively, and is weighted

25% in year 1, 25% in year 2 and 50% in year 3 of the goal within the performance period of

the 2025 Performance Award. For executives hired after November 1, 2023, the rTSR metric

vests 100% on November 1, 2027 based on a three-year rTSR. The terms of the

performance awards are described in more detail in the Compensation Discussion and

Analysis. The closing price of the Common Stock on the grant date of November 1, 2024

was $232.20.

5.If Company performance during the measurement period resulted in the maximum number

of performance awards treated as granted in fiscal year 2025 vesting, values for the

maximum award calculated by multiplying the maximum award number by the grant date

value ($233.88 for October 31, 2024 and $232.20 for November 1, 2024 ) would be as

follows: Mr. Locoh-Donou $25,954,895, Mr. Werner $2,524,478, Mr. Fountain $7,596,145, Mr.

Whalen $5,998,956, and Mr. Pelzer $1,132,681.

6.The annual equity award vests in equal quarterly increments over three years, until such

portion of the grant is fully vested on November 1, 2027. Represents for Mr. Maddison the

service-based equity award vesting in equal annual installments over two years.

7.Represents the number of RSUs that has vesting accelerated per the terms of Mr. Pelzer's

transition agreement entered into on October 31, 2024.

8.This column represents the aggregate grant date fair value of the RSUs treated as granted

to NEOs in fiscal year 2025, as described in footnote 1 of the Summary Compensation

Table for Fiscal Year 2025.


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Outstanding Equity Awards at September 30, 2025


	Stock Awards(1)


Name	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(7)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7)

François Locoh-Donou	134,230(2)	$43,381,794	42,708(8)	$13,802,799
Cooper Werner	4,407(3)	$1,424,298	2,718(9)	$878,430
Tom Fountain	43,315(4)	$13,998,975	12,344(10)	$3,989,457
John Maddison	15,192(5)	$4,909,902	—	$—
Chad Whalen	35,847(6)	$11,585,392	10,042(11)	$3,245,474
Frank Pelzer	—	—	—	—

1.No NEO had stock options outstanding at September 30, 2025.

2.Composed of the following service-based equity awards: (i) 2,537 RSUs which vested on

November 1, 2025; (ii) 12,617 RSUs which vest in equal quarterly increments through

November 1, 2026; and (iii) 19,025 RSUs which vest in equal quarterly increments through

November 1, 2027; as well as the following performance-based awards based on

achievement ending within fiscal year 2025: (i) 15,482 performance-based RSUs with

respect to the equity award issued in fiscal year 2023; (ii) 37,934 performance-based RSUs

with respect to the equity award issued in fiscal year 2024; and (iii) 46,635 performance-

based RSUs with respect to the equity award issued in fiscal year 2025. For more detail

regarding the performance-based awards, see footnote (3) and (4) of the Grants of Plan-

Based Awards Table in Fiscal Year 2025 and the Compensation Discussion and Analysis.

3.Composed of the following service-based equity awards: (i) 330 RSUs which vested on

November 1, 2025; and (ii) 4,077 RSUs which vest in equal quarterly increments through

November 1, 2027.

4.Composed of the following service-based equity awards: (i) 1,009 RSUs which vested on

November 1, 2025; (ii) 5,212 RSUs which vest in equal quarterly increments through

November 1, 2026; (iii) 8,555 RSUs which vest in equal quarterly increments through

November 1, 2027; as well as the following performance-based awards based on

achievement ending within fiscal year 2025: (i) 4,106 performance-based RSUs with

respect to the equity award issued in fiscal year 2023; (ii) 10,450 performance-based RSUs

with respect to the equity award issued in fiscal year 2024; and (iii) 13,983 performance-

based RSUs with respect to the equity award issued in fiscal year 2025. For more detail

regarding the performance-based awards, see footnote (3) and (4) of the Grants of Plan-

Based Awards Table in Fiscal Year 2025 and the Compensation Discussion and Analysis.

5.Composed of 15,192 service-based RSUs which vest 50% on February 1, 2026 and 50% on

February 1, 2027.

6.Composed of the following service-based equity awards: (i) 952 RSUs which vested on

November 1, 2025; (ii) 4,663 RSUs which vest in equal quarterly increments through

November 1, 2026; (iii) 6,456 RSUs which vest in equal quarterly increments through

November 1, 2027; as well as the following performance-based awards based on

achievement ending within fiscal year 2025: (i) 3,871 performance-based RSUs with

respect to the equity award issued in fiscal year 2023; (ii) 9,348 performance-based RSUs

with respect to the equity award issued in fiscal year 2024; and (iii) 10,557 performance-

based RSUs with respect to the equity award issued in fiscal year 2025. For more detail

regarding the performance-based awards, see footnote (3) and (4) of the Grants of Plan-

Based Awards Table in Fiscal Year 2025 and the Compensation Discussion and Analysis.

7.Calculated by multiplying the number of unvested RSUs held by the NEO by the closing

price of the Common Stock ($323.19) on September 30, 2025.


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8.Composed of the following equity awards: (i) maximum 18,928 performance-based RSUs

from the annual equity award issued in fiscal year 2024 with respect to TSR performance

through fiscal 2026; and (ii) maximum 23,780 performance-based RSUs from the annual

equity award issued in fiscal year 2025 with respect to TSR performance through fiscal

2026 and 2027 as set forth in footnote (4) to the Grants of Plan-Based Awards in Fiscal

2025 Table, subject to the Company achieving performance criteria and assuming target

payout and service until vesting.

9.Composed of maximum 2,718 performance-based RSUs from the annual equity award

issued in fiscal year 2025 with respect to TSR performance through fiscal 2027 as set forth

in footnote (4) to the Grants of Plan-Based Awards in Fiscal Year 2025 Table, subject to the

Company achieving performance criteria and assuming target payout and service until

vesting.

10.Composed of the following equity awards: (i) maximum 5,214 respect to TSR performance

through fiscal 2026; and (ii) maximum 7,130 performance-based RSUs from the annual

equity award issued in fiscal year 2025 with respect to TSR performance through fiscal

2026 and through 2027 as set forth in footnote (4) to the Grants of Plan-Based Awards in

Fiscal Year 2025 Table, subject to the Company achieving performance criteria and

assuming target payout and service until vesting.

11.Composed of the following equity awards: (i) maximum 4,662 performance-based RSUs

from the annual equity award issued in fiscal year 2024 with respect to TSR performance

through fiscal 2026; and (ii) maximum 5,380 performance-based RSUs from the annual

equity award issued in fiscal year 2025 with respect to TSR performance through fiscal

2026 and through 2027 as set forth in footnote (4) to the Grants of Plan-Based Awards in

Fiscal Year 2025 Table, subject to the Company achieving performance criteria and

assuming target payout and service until vesting.


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Option Exercises and Stock Vested in Fiscal Year 2025


	Stock Awards(1)


Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(2)

François Locoh-Donou	79,530	$19,847,142
Cooper Werner	3,021	$842,447
Tom Fountain	25,856	$6,568,746
John Maddison	—	$—
Chad Whalen	28,422	$7,426,558
Frank Pelzer	20,200	$4,763,401

1.There were no stock option exercises by NEOs in fiscal year 2025.

2.Amounts reflect the closing market price per share of our Common Stock on the day the

stock award vested, multiplied by the number of shares vesting.


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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL	Each of our Named Executive Officers other than Mr. Pelzer is an “at-will” employee, and his or her employment may be terminated at any time with or without cause.

	The Company has entered into change of control agreements with Messrs. Locoh-Donou, Werner, Fountain, Maddison and Whalen. These change of control agreements are “double trigger” agreements which provide a protection period of two years after a change of control during which the Named Executive Officer’s annual base salary and annual target STI bonus cannot be reduced. In addition, each change of control agreement entitles the executive officer to severance benefits if his or her employment with the Company is terminated within two years after a change of control of the Company, unless such termination is (i) due to death or total disability, (ii) by the Company for cause, or (iii) by the executive officer without good reason. The amount of severance payable to Mr. Locoh-Donou will be equal to two times, and in the case of the other Named Executive Officers one time the sum of the executive officer’s (a) annual base salary at the highest rate in effect in the 12 months preceding the change of control date and (b) highest annual target STI bonus in effect in the 12 months preceding the change of control date. In addition, each Named Executive Officer will be entitled to a pro-rata annual STI bonus for the year in which his or her termination of employment occurs, and payment by the Company of premiums for health insurance benefit continuation for one year after termination of the Named Executive Officer’s employment, outplacement services for a period of up to 12 months with a cost to the Company of up to $25,000, and vesting of equity awards. The change of control agreements do not include a tax gross up payment provision. If payments under the change of control agreements or otherwise would subject a Named Executive Officer to the parachute excise tax provided under Section 4999 of the Internal Revenue Code, the Company would then either (i) reduce the payments to the largest portion of the payments that would result in no portion of the payments being subject to the parachute excise tax or (ii) pay the full amount of such payments, whichever is better on an after-tax basis for the Named Executive Officer.

For purposes of the change of control agreements, a “change of control” is generally

defined as (i) acquisition of beneficial ownership of at least 30% of our outstanding shares;

(ii) the incumbent directors or those they approve cease to constitute a majority of the

Board of Directors; (iii) a consummation of a reorganization, merger, or consolidation

unless, following such transaction: (A) more than 50% of the shares after the transaction

are beneficially owned by persons who owned shares prior to the transaction in

substantially the same proportions, (B) the incumbent Board members constitute more than

50% of the members of the Board, and (C) no person newly acquires beneficial ownership

of at least 30% of the shares; (iv) the sale or other disposition of all or substantially all of

our assets unless the conditions described above in (A), (B) and (C) are satisfied with

respect to the entity which acquires such assets; or (v) our liquidation or dissolution.

In addition, the RSU grant agreements entered into with our Named Executive Officers

provide that upon certain changes in control of the Company the vesting of outstanding

and unvested RSUs will accelerate and such RSUs will become fully vested. Our Named

Executive Officers held no outstanding options as of September 30, 2025.


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The following table sets forth an estimate of the payments and benefits that each Named

Executive Officer employed by us as of September 30, 2025 would have received if a

change of control of the Company occurred on September 30, 2025 and termination of

employment occurred immediately thereafter.

2025 Potential Payments Upon Termination After a Change of Control Table(1)


Name	Benefit	Termination After Change of Control ($)(4)
François Locoh-Donou	Severance amount(2)	4,425,200
	Accelerated vesting of RSUs(3)	50,283,193
	Benefit coverage continuation	29,194
	Outplacement services	25,000
	Total	54,762,587
Cooper Werner	Severance amount(2)	900,000
	Accelerated vesting of RSUs(3)	1,863,514
	Benefit coverage continuation	25,775
	Outplacement services	25,000
	Total	2,814,289
Tom Fountain	Severance amount(2)	1,164,000
	Accelerated vesting of RSUs(3)	15,993,704
	Benefit coverage continuation	29,194
	Outplacement services	25,000
	Total	17,211,898
John Maddison	Severance amount(2)	900,000
	Accelerated vesting of RSUs(3)	4,909,902
	Benefit coverage continuation	23,598
	Outplacement services	25,000
	Total	5,858,500
Chad Whalen	Severance amount(2)	1,038,000
	Accelerated vesting of RSUs(3)	13,208,129
	Benefit coverage continuation	29,194
	Outplacement services	25,000
	Total	14,300,323

1.Assumes termination of employment and change in control occurred on September 30,

2025. Because termination of employment is assumed to have occurred on September 30,

2025 (the end of the fiscal year), the prorated STI bonus otherwise payable upon a

termination of employment without cause or for good reason is not reflected in the table

above. Payments and benefits provided on a nondiscriminatory basis to employees upon

termination of employment are also not set forth in the table including accrued base

salary, accrued but unused paid time off and distributions of plan balances under our

401(k) plan.

2.The severance amount is the product of (a) annual base salary and annual target STI

bonus, multiplied by (b) two for Mr. Locoh-Donou and one for our other Named Executive

Officers.


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3.Calculated by multiplying the number of unvested RSUs (assuming performance-based

RSUs at target for performance periods ending after fiscal year 2025) held by the NEO by

the closing market price per share of our Common Stock ($323.19) on September 30, 2025.

4.Amounts in the column “Termination after Change in Control” reflect amounts payable to

the NEOs if terminated within two years after a change of control. Note that the

acceleration of RSUs occurs upon a Change of Control regardless of whether employment

is terminated.

Severance Arrangements

Mr. Locoh-Donou’s employment is at-will and if the Company terminates Mr. Locoh-

Donou’s employment without cause or he terminates his employment for good reason as

defined in his employment offer letter, the Company will provide to Mr. Locoh-Donou: (1) an

amount equal to his first year base salary and his annual cash incentive compensation

calculated at target and (2) at the Company’s discretion, either (a) vesting of Mr. Locoh-

Donou’s outstanding and unvested equity awards scheduled to vest in the six months

following the termination date or (b) the payment of cash equal to the value of such equity

as of the termination date. If on September 30, 2025 Mr. Locoh-Donou’s employment had

been terminated without cause or he terminated his employment for good reason, he would

have been paid severance of $1,794,567 and the RSUs scheduled to vest from October 1,

2025 through March 31, 2026 would at the Company’s discretion either vest or the

Company would pay Mr. Locoh-Donou the cash value of such RSUs. 11,812 service-based

RSUs and 67,620 performance-based RSUs would have vested in the six-month period

following September 30, 2025 with such aggregate 79,432 RSUs valued at $25,671,628

based on the closing price of Common Stock as of September 30, 2025 ($323.19). Such

payments are contingent on Mr. Locoh-Donou’s compliance with certain non-competition

restrictions for a period of 12 months following termination of employment described in his

employment offer letter and his execution and the effectiveness of an appropriate general

release of claims in favor of the Company. The term “cause” shall have the meaning as

defined in the change of control agreement referenced above and “good reason” shall have

the meaning as defined in his offer letter. In no case shall Mr. Locoh-Donou be entitled to

termination payments under both the offer letter and the change of control agreement.

There are currently no other written employment contracts or arrangements providing

severance payments and benefits to any of our NEOs. Each such executive officer is an

“at-will” employee, and his or her employment may be terminated anytime with or without

cause. In recognition of an executive officer’s service and contributions to the Company’s

success, the Company may enter into a separation agreement with an executive officer.

These agreements will include other customary terms and conditions, such as a general

release of claims in favor of the Company, and may also require the former executive

officer to provide certain transition services or covenants not to compete at the request of

the Company.

Mr. Pelzer’s Transition and Consulting Agreements

Mr. Pelzer retired his employment as Chief Financial Officer of the Company on November

18, 2024. As an inducement to Mr. Pelzer entering into a consulting agreement to act as a

senior advisor to his successor for the period from approximately December 1, 2024 to

May 31, 2025, the Company provided Mr. Pelzer, as severance, a lump sum payment in

the amount of $315,125, less applicable deductions, taxes, and withholdings and the

acceleration of vesting of 6,740 service-based RSUs that were previously granted to Mr.

Pelzer (valued at $1,576,351 based on the closing trading price of our common stock on

the date vesting was accelerated). Pursuant to the consulting agreement, Mr. Pelzer was

paid $46,833.33 per month for the six-month term of the consulting agreement and

applicable expenses. Mr. Pelzer agreed to, among other things, certain non-disclosure

obligations and waiver and executed an appropriate general release of claims in favor of

the Company.


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CEO PAY RATIO

As provided for by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the

SEC adopted a rule requiring companies to disclose the ratio of the median employee’s

annual total compensation relative to the annual total compensation of the CEO. As

disclosed in the “Summary Compensation Table” above, the fiscal year 2025 annual total

compensation for our CEO was $23,039,819. We estimate that the fiscal year 2025 annual

total compensation for the median of all employees, excluding our CEO, was $162,795.

The resulting ratio of our CEO’s annual total compensation to that of the median of all

employees, excluding our CEO, for fiscal year 2025 is 142 to 1.

We identified the median employee by (i) aggregating for each employee employed on

September 30, 2025 (A) annual base salary for salaried employees or hourly rate multiplied

by estimated work schedule for hourly and seasonal employees, in each case annualized

for newly-hired employees, (B) target incentive compensation and (C) grant date fair

market value of equity compensation, (ii) converting amounts from local currency to U.S.

dollars and (iii) ranking this compensation measure for our employees other than our CEO

from lowest to highest. We identified the employee with the median target compensation

calculated as described in the preceding sentence. We calculated annual total

compensation for the median employee using the same methodology used to calculate the

“Total” column of the “Summary Compensation Table.”

The pay ratio reported above is a reasonable estimate calculated in a manner consistent

with SEC rules based on our internal records and the methodology described above. The

SEC rules for identifying the median compensated employee and calculating the pay ratio

based on that employee’s annual total compensation allow companies to adopt a variety of

methodologies, to apply certain exclusions, and to make reasonable estimates and

assumptions that reflect their employee populations and compensation practices.

Therefore, the pay ratio reported by other companies may not be comparable to the pay

ratio reported above, as other companies have different employee populations and

compensation practices and may use different methodologies, exclusions, estimates, and

assumptions in calculating their own pay ratios.


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PAY VERSUS

PERFORMANCE

In accordance with Item 402(v) of Regulation S-K, we provide the following disclosure

regarding executive compensation for Mr. Locoh-Donou, our President and CEO (referred

to in the tables below and related information as our principal executive officer (“PEO”))

and Non-PEO NEOs and Company performance for the fiscal years listed below. For

information regarding the Company’s pay for performance philosophy and how the

Company aligns executive compensation with the Company’s performance, refer to our

“Compensation Discussion and Analysis.”

Pay Versus Performance Table for Fiscal Year 2025


Fiscal Year	Summary Compensation Table Total for François Locoh-Donou1 ($)	Compensation Actually Paid to François Locoh- Donou1,2,3 ($)	Average Summary Compensation Table Total for Non-PEO NEOs1 ($)	Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($)	Value of Initial Fixed $100 Investment based on:4		Net Income ($ Millions)	Revenue ($ Millions)5
Fiscal Year				Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($)	TSR ($)	Peer Group TSR ($)	Net Income ($ Millions)	Revenue ($ Millions)5


(a)	(b)	(b)	(d)	(e)	(f)	(g)	(h)	(i)
2025	23,039,819	44,505,157	5,331,816	7,076,641	263.25	284.85	692.4	3,088.1
2024	18,044,442	28,656,363	5,841,765	8,952,978	179.36	222.15	566.8	2,816.1
2023	10,856,765	13,807,880	3,953,914	4,619,933	131.25	145.50	394.9	2,813.2
2022	12,823,862	5,483,202	5,141,989	2,440,083	117.89	103.12	322.2	2,695.8
2021	11,469,726	21,786,280	4,137,411	7,165,279	161.91	128.90	331.2	2,603.4

1.Mr. Locoh-Donou was our PEO for each fiscal year presented. The individuals comprising

the Non-PEO NEOs for each fiscal year are listed below.


2021	2022	2023	2024	2025
Frank Pelzer	Frank Pelzer	Frank Pelzer	Frank Pelzer	Cooper Werner
Tom Fountain	Tom Fountain	Tom Fountain	Tom Fountain	Frank Pelzer
Chad Whalen	Kara Sprague	Kara Sprague	Kara Sprague	Tom Fountain
Haiyan Song	Chad Whalen	Chad Whalen	Chad Whalen	John Maddison
				Chad Whalen

2.The amounts shown for Compensation Actually Paid have been calculated in accordance

with Item 402(v) of Regulation S-K and do not reflect compensation actually earned,

realized, or received by the Company’s NEOs. These amounts reflect the Summary

Compensation Table Total with certain adjustments as described in footnote 3 below.

3.Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for

the PEO and the Non-PEO NEOs as set forth below. Equity award values are calculated in

accordance with FASB ASC Topic 718. Amounts in the “Exclusion of Stock Awards”

column are the amounts from the “Stock Awards” column set forth in the Summary

Compensation Table.


Fiscal Year	Summary Compensation Table Total for François Locoh- Donou ($)	Exclusion of Stock Awards for François Locoh- Donou ($)	Inclusion of Equity Award Values for François Locoh- Donou ($)	Compensation Actually Paid to François Locoh- Donou ($)

2025	23,039,819	(20,642,852)	42,108,190	44,505,157


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Fiscal Year	Average Summary Compensation Table Total for Non- PEO NEOs ($)	Average Exclusion of Stock Awards for Non- PEO NEOs ($)	Average Inclusion of Equity Award Values for Non- PEO NEOs ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)

2025	5,331,816	(4,337,246)	6,082,071	7,076,641

The amounts in the “Inclusion of Equity Award Values” column in the tables above are

derived from the amounts set forth in the following tables:


Fiscal Year	Year-End Fair Value of Equity Awards Granted During Covered Fiscal Year That Remained Outstanding and Unvested as of Last Day of Covered Fiscal Year for François Locoh-Donou ($)	Change in Fair Value from Last Day of Prior Fiscal Year to Last Day of Covered Fiscal Year of Outstanding and Unvested Equity Awards Granted During Prior Fiscal Year for François Locoh- Donou ($)	Vesting-Date Fair Value of Equity Awards Granted During Covered Fiscal Year that Vested During Such Fiscal Year for François Locoh-Donou ($)	Change in Fair Value from Last Day of Prior Fiscal Year to Vesting Date of Outstanding and Unvested Equity Awards Granted During Prior Fiscal Year that Vested During Covered Fiscal Year for François Locoh- Donou ($)	Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for François Locoh-Donou ($)	Total Inclusion of Equity Award Values for François Locoh-Donou ($)

2025	28,327,277	11,876,900	1,839,855	64,158	—	42,108,190


Fiscal Year	Average Year-End Fair Value of Equity Awards Granted During Covered Fiscal Year That Remained Outstanding and Unvested as of Last Day of Covered Fiscal Year for Non-PEO NEOs ($)	Average Change in Fair Value from Last Day of Prior Fiscal Year to Last Day of Covered Fiscal Year of Outstanding and Unvested Equity Awards Granted During Prior Fiscal Year for Non-PEO NEOs ($)	Average Vesting- Date Fair Value of Equity Awards Granted During Covered Fiscal Year that Vested During Such Fiscal Year for Non-PEO NEOs ($)	Average Change in Fair Value from Last Day of Prior Fiscal Year to Vesting Date of Outstanding and Unvested Equity Awards Granted During Prior Fiscal Year that Vested During Covered Fiscal Year for Non-PEO NEOs ($)	Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($)	Total Average Inclusion of Equity Award Values for Non-PEO NEOs ($)

2025	5,072,360	1,619,770	369,129	(132,015)	(847,173)	6,082,071

4.The Peer Group TSR set forth in this table utilizes the S&P 500 Information Technology

Index, which we also utilize in the stock performance graph required by Item 201(e) of

Regulation S-K included in our Annual Report on Form 10-K for the fiscal year ended

September 30, 2025. The comparison assumes $100 was invested for the period starting

September 30, 2020, through the end of the listed fiscal year in the Company and in the

S&P 500 Information Technology Index, respectively. Historical stock price performance is

not necessarily indicative of future stock price performance.

5.We determined Revenue to be the most important financial performance measure used to

link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs

in fiscal 2025. We may determine a different financial performance measure to be the most

important financial performance measure in future years.


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RELATIONSHIP BETWEEN

PAY AND PERFORMANCE

In addition to the tabular disclosure above, the pay verses performance rules require us to

describe the relationship between “Compensation Actually Paid” and the performance

measures shown in the main table above.

Below are graphs showing the relationship of “Compensation Actually Paid” to our PEO

and other NEOs in fiscal years 2021, 2022, 2023, 2024 and 2025 to (1) our TSR and the

Standard & Poor’s 500 Information & Technology Index TSR, (2) our net income, and (3)

our revenue.

Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and

Company TSR and Peer Group TSR

Company TSR (FYE 2020 Indexed to $100)


	Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income


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	Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Revenue

We believe the “compensation actually paid” in each of the years reported above are

primarily reflective of the annual changes in our stock price performance and the

performance of our PSUs. For further information concerning our pay-for-performance

philosophy and how we align executive compensation with our performance, as well as the

details on the terms of our short-term incentive program and our performance-vesting

equity awards refer to our “Compensation Discussion and Analysis”.

Tabular List of Most Important Financial Performance Measures

The following table presents the financial and non-financial performance measures that the

Company considers to have been the most important financial and non-financial

performance measures in linking Compensation Actually Paid to our PEO and our Non-

PEO NEOs for fiscal 2025 to Company performance. The measures in this table are not

ranked and are described in our Compensation Discussion and Analysis.



	Revenue Non-GAAP Operating Income Inclusion Non-GAAP EPS Relative TSR


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REPORT OF THE AUDIT

COMMITTEE

The Audit Committee consists of directors, each of whom, in the judgment of the Board of

Directors, is an “independent director” as defined in the Nasdaq Listing Rules. The Audit

Committee acts pursuant to a written charter that has been adopted by the Board of

Directors. The Audit Committee charter is available on the “Company — Investor Relations

— Governance Documents” section of the Company’s website, located at https://

investors.f5.com/esg/.

On behalf of the Board of Directors, the Audit Committee oversees the Company’s financial

reporting process and its internal controls over financial reporting, areas for which

management has the primary responsibility. PricewaterhouseCoopers LLP, the

independent registered public accounting firm (the “Auditors”), is responsible for expressing

an opinion as to the conformity of the audited financial statements with accounting

principles generally accepted in the United States of America and for issuing the Auditors’

opinion on the effectiveness of the Company’s internal controls over financial reporting.

The Audit Committee oversees procedures for the receipt, retention, and treatment of

complaints received by us regarding accounting, internal accounting controls, or auditing

matters and the confidential, anonymous submission by employees of concerns regarding

questionable accounting or auditing matters. In conjunction with its oversight of major

financial and compliance risks to the Company, the Audit Committee receives periodic

updates on risk topics from Company leaders.

In fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed

with management and the Auditors the audited financial statements and the quarterly

unaudited financial statements of the Company for the fiscal year ended September 30,

2025, matters relating to the Company’s internal controls over financial reporting, and the

processes that support certifications of the financial statements by the Company’s Chief

Executive Officer and Chief Financial Officer.

The Audit Committee discussed with the Auditors the overall scope and plans for the

annual audit. The Audit Committee meets with the Auditors, with and without management

present, to discuss the results of their examinations, their consideration of the Company’s

internal controls in connection with their audit, and the overall quality of the Company’s

financial reporting.

The Audit Committee reviewed with the Auditors their judgments as to the quality and

acceptability of the Company’s accounting principles and such other matters as are

required to be discussed with the Audit Committee under generally accepted auditing

standards. The Audit Committee has discussed and reviewed with the Auditors all matters

required to be discussed by Public Company Accounting Oversight Board (PCAOB) and

the Securities and Exchange Commission (the “SEC”).

The Audit Committee has received the written disclosures and the letter from the Auditors

required by applicable requirements of the PCAOB regarding the Auditors’ communications

with the Audit Committee concerning independence and has discussed with the Auditors

the Auditors’ independence.

Based on the review and discussions referred to above, the Audit Committee

recommended to the Board that the audited financial statements for the fiscal year ended

September 30, 2025 be included in our Annual Report on Form 10-K for the fiscal year

ended September 30, 2025 for filing with the SEC. The Audit Committee has also selected

PricewaterhouseCoopers LLP as the Company’s independent registered public accounting

firm for the fiscal year ending September 30, 2026. The Board of Directors is

recommending that shareholders ratify this selection at the Annual Meeting.

Respectfully submitted,

Michel Combes

Michael Dreyer

Tami Erwin

Julie Gonzalez, Chair

Maya McReynolds


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FEES PAID TO PRICEWATER- HOUSECOOPERS LLP	The following is a summary of the fees billed to the Company by PricewaterhouseCoopers LLP for professional services rendered for the fiscal years ended September 30, 2025 and 2024:


	Years Ended September 30,
Fee Category	2025	2024
Audit Fees	$5,566,416	$4,476,517
Audit-Related Fees	$417,500	—
Tax Fees	$112,860	$215,181
All Other Fees	$2,207	$2,205
Total Fees	$6,098,983	$4,693,904

Audit Fees. Consists of fees billed for professional services rendered for the audit of the

Company’s consolidated financial statements, review of the interim consolidated financial

statements included in quarterly reports and services that are normally provided by

PricewaterhouseCoopers LLP in connection with statutory and regulatory filings.

Audit-Related Fees. Consists of fees billed for assurance and related services that are

reasonably related to the performance of the audit or review of the Company’s

consolidated financial statements and are not reported under “Audit Fees.” These services

include accounting consultations in connection with financial accounting and reporting

standards, due diligence services in connection with acquisitions, and other services

related to registration statements and public offerings.

Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice,

and tax planning. These services include assistance regarding federal, state, and

international tax compliance, tax audit defense, customs and duties, mergers and

acquisitions, and international tax planning.

All Other Fees. Consists of software licensing fees for accounting research tools.

AUDIT COMMITTEE

PRE-APPROVAL

PROCEDURES

The Audit Committee meets with our independent registered public accounting firm to

approve the annual scope of accounting services to be performed and the related fee

estimates. The Audit Committee also meets with our independent registered public

accounting firm, on a quarterly basis, following completion of its quarterly reviews and

annual audit and prior to our earnings announcements, to review the results of its work.

During the course of the year, the Chair of the Audit Committee has the authority to pre-

approve requests for services that were not approved in the annual pre-approval process.

The Chair of the Audit Committee reports any interim pre-approvals at the following

quarterly meeting. At each of the meetings, management and our independent registered

public accounting firm update the Audit Committee with material changes to any service

engagement and related fee estimates as compared to amounts previously approved.

During fiscal years 2024 and 2025, all services performed by PricewaterhouseCoopers

LLP for the Company were pre-approved by the Audit Committee in accordance with the

foregoing procedures.


ANNUAL INDEPENDENCE DETERMINATION	The Audit Committee considered whether the provision of non-audit services is compatible with the principal accountants’ independence and concluded that the provision of non- audit services is and has been compatible with maintaining the independence of the Company’s external auditors.


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Security Ownership of

Certain Beneficial Owners

and Management

The following table sets forth information regarding the beneficial ownership of shares of

Common Stock as of January 6, 2026 by (a) each person known to the Company to own

beneficially more than 5% of outstanding shares of Common Stock on January 6, 2026, (b)

each director and nominee for director of the Company, (c) the NEOs, as defined herein,

and (d) all directors and executive officers as a group. The information in this table is based

solely on statements in filings with the SEC or other reliable information.


Name and Address(1)	Number of Shares of Common Stock Beneficially Owned(2)	Percent of Common Stock Outstanding(2)

The Vanguard Group(3) 100 Vanguard Blvd., Malvern, PA 19355	7,435,868	13.09%
BlackRock, Inc.(4) 50 Hudson Yards, New York, New York 10001	6,189,770	10.90%
Hotchkis & Wiley Capital Management, LLC(5) 601 S. Figueroa Street 39th Fl, Los Angeles, CA 90017	4,835,512	8.51%
State Street Corporation(6) State Street Financial Center, 1 Congress Street, Suite 1, Boston, MA 02114-2016	3,102,464	5.46%
François Locoh-Donou(7)	156,557	*
Cooper Werner(8)	6,692	*
Frank Pelzer	37,995	*
Tom Fountain(9)	2,699	*
John Maddison(10)	8,050	*
Chad Whalen(11)	27,957	*
Marianne N. Budnik	1,207	*
Elizabeth L. Buse	5,013	*
Michel Combes	4,871	*
Michael L. Dreyer	4,376	*
Tami Erwin	1,908	*
Julie M. Gonzalez	480	*
Alan J. Higginson	8,610	*
Maya McReynolds	480	*
Nikhil Mehta	10,109	*
All current directors and executive officers as a group (18 people)(12)	274,763	*

*less than 1%.

1.Unless otherwise indicated, the address of each of the named individuals is c/o F5, Inc.,

801 Fifth Avenue, Seattle, Washington 98104.


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		Security Ownership of Certain Beneficial Owners and Management

2.Beneficial ownership of shares is determined in accordance with the rules of the SEC and

generally includes any shares over which a person exercises sole or shared voting or

investment power, or of which a person has the right to acquire beneficial ownership

within 60 days after January 6, 2026. Except as otherwise noted, to the Company’s

knowledge each person or entity has sole voting and investment power with respect to the

shares shown.

3.As reported by The Vanguard Group in a Schedule 13G/A filed on February 13, 2024.

4.As reported by BlackRock, Inc. in a Schedule 13G/A filed on December 6, 2024.

5.As reported by Hotchkis & Wiley Capital Management, LCC in a Schedule 13G/A filed on

November 14, 2025.

6.As reported by State Street Corporation in a Schedule 13G filed on January 29, 2024.

7.Includes 6,234 shares of Common Stock underlying RSUs granted under the F5, Inc.