ThZeal - The Zeal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

(Exact name of registrant as specified in its charter)

Washington

000-26041

91-1714307

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

801 5th Avenue

Seattle

98104

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (206) 272-5555

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	FFIV	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02			Results of Operations and Financial Condition

On July 30, 2025, F5, Inc. (the "Company" or "F5") issued a press release regarding its financial results for the third quarter ended June 30, 2025. The press release is attached hereto as Exhibit 99.1. The information in the press release shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 24, 2025, F5, Inc. (the “Company”) was informed by its Chair, Alan J. Higginson, that he would be retiring and will not stand for re-nomination as a director at the next Annual Meeting of Shareholders (the “Annual Meeting”), which is expected to be held in Spring 2026. 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.

Mr. Higginson has served on the Board since May 1996 and has served as Chair since April 2004 (except during his tenure as the Company’s Lead Independent Director July-December 2015). Mr. Higginson brought extensive experience in data and infrastructure to the Board, having previously served as President and CEO of Hubspan, Inc., an e-business infrastructure provider, and President of Atrieva Corporation, a provider of advanced data backup and retrieval technology, and as director at multiple technology companies. Mr. Higginson is expected to continue to serve as a director and as Chair until the date of the Company’s Annual Meeting in 2026. The Board expressed its sincere appreciation for Mr. Higginson’s outstanding service to the Company and its shareholders for nearly 30 years.

Prior to the Annual Meeting, the Board will work with the Nominating and Environmental, Social & Governance (ESG) Committee to identify and evaluate candidates to succeed Mr. Higginson as Chair.

This report contains forward-looking statements regarding, among other things, retirement and succession of the Chair of the Board. These and other statements that are not historical facts are forward-looking statements. These forward-looking statements are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Actual results and events could differ materially from those conveyed in the forward-looking statements as a result of certain risk factors. Such forward-looking statements involve risks and uncertainties, as well as assumptions and other factors that, if they do not fully materialize or prove correct, could cause the actual results, performance, events (including Chair succession) or achievements of the Company to be materially different from any future results, performance, events or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to: changes in the details and timing of Chair succession and related Board actions and other risks and uncertainties described more fully in our documents filed with or furnished to the Securities and Exchange Commission, including our most recent reports on Form 10-K and Form 10-Q and current reports on Form 8-K and other documents that we may file or furnish from time to time, which could cause actual results to vary from expectations. All forward-looking statements in this press release are based on information available as of the date hereof and qualified in their entirety by this cautionary statement. The Company assumes no obligation to revise or update these forward-looking statements.


Item 9.01			Financial Statements and Exhibits


99.1						Press Release of F5, Inc. announcing quarterly earnings dated July 30, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

F5, INC.
(Registrant)

Date: July 30, 2025

By:

/s/ François Locoh-Donou

François Locoh-Donou

President and Chief Executive Officer