AddedRisk Factors
•The Cyber Incident has had and may continue to have an adverse effect on our business, reputation, customer, employee and partner relations, results of operations, financial condition and cash flows;
FFIVF5, Inc.
F5 is a multicloud application delivery and security provider committed to bringing a better digital world to life. 10-K, Item 1
- Employees
- 6,578
- Headquarters
- Seattle, WA
- CEO
- Francois Locoh-Donou
- Next results
- around Jan 26, 2027
10-K 0001048695-25-000157 (2025-11-25) vs 10-K 0001048695-24-000185 (2024-11-18)
| Section | Compared text | Words now | Changed |
|---|---|---|---|
| Risk Factors | Item 1A | 11,476 | 8.4% |
| MD&A | Item 7 | 4,740 | 43.0% |
| Legal Proceedings | Item 3, via Note 12 – Commitments and Contingencies | 917 | 20.6% |
| Accounting Policies | Item 8, Note 1 – Summary of Significant Accounting Policies | 4,380 | 13.8% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 164 words changed in this paragraph; it is 58% similar to last year's version.
Cash and cash equivalents, short-term investments and long-term investments totaled $1,360.0 million as of September 30, 2025, compared to $1,083.2 million as of September 30, 2024, compared to $808.4 million as of September 30, 2023, representing an increase of $274.8 $276.8 million. The increase was primarily due to cash provided by operating activities of $792.4 $949.7 million for fiscal 2024, 2025, partially offset by cash used for the repurchase of outstanding common stock and the payment of related excise taxes of $500.6 $502.1 million. In addition, $171.1 million of cash was used for the acquisition of businesses during fiscal 2025, and $43.3 million of cash was used for capital expenditures related to the expansion of our facilities to support our operations worldwide, as well as investments in technology, including cloud hosting and software licenses, and equipment purchases to support our core business activities. As of September 30, 2024, 62.9% 2025, 64.0% of our cash and cash equivalents and investment balances were outside of the U.S. The cash and cash equivalents and investment balances outside of the U.S. are subject to fluctuation based on the settlement of intercompany balances. In fiscal year 2023, the decrease to cash and cash equivalents, short-term investments and long-term investments from the prior year was primarily due to cash used for the repayment of the Term Loan Facility, including the outstanding principal balance of $350.0 million, and all accrued, but unpaid interest outstanding of $3.0 million. In addition, $350.0 million of cash was used for the repurchase of outstanding common stock during fiscal year 2023. The decrease was partially offset by cash provided by operating activities of $653.4 million. As of September 30, 2023, 62.8% of our cash and cash equivalents and investment balances were outside of the U.S.
Source: Item 7, 10-K 0001048695-25-000157 vs Item 7, 10-K 0001048695-24-000185
Risk Factors 145 words changed in this paragraph; it is 50% similar to last year's version.
In the ordinary course of business, we store sensitive data, including intellectual property, personal data, our proprietary business information and that of our customers, suppliers and business partners on our networks. In addition, we store sensitive data through cloud-based services that may be hosted by third parties and in data center infrastructure maintained by third parties. The secure maintenance of this information is critical to our operations and business strategy. Our IT infrastructure and those of our partners and customers are subject to the increasing threat of intrusions by a wide range of bad actors and malicious parties, including computer programmers, hackers or sophisticated nation-state and nation-state supported actors, or they may be compromised due to employee error or wrongful conduct, malfeasance, or other disruptions. Despite our security measures, and those of our third-party vendors, our IT infrastructure has experienced breaches or disruptions and may be vulnerable in the future to breach, attacks or disruptions. If any breach or attack compromises our IT infrastructure, creates system disruptions or slowdowns or exploits security vulnerabilities therein, the information stored on our networks or those of our customers could be accessed and modified, publicly disclosed, or lost or stolen, and we may be subject to liability to our customers, individuals, suppliers, business partners and others, and may suffer reputational and financial harm.
Source: Item 1A, 10-K 0001048695-25-000157 vs Item 1A, 10-K 0001048695-24-000185
Accounting Policies 90 words changed in this paragraph; it is 44% similar to last year's version.
In the normal course of business to facilitate sales of its products, the Company indemnifies other parties, including customers, resellers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed to hold the other party harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. The Company has entered into indemnification agreements with its officers and directors, and the Company’s bylaws contain similar indemnification obligations to the Company’s agents. It is not possible to determine the maximum potential amount under these indemnification agreements due
Source: Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001048695-25-000157 vs Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001048695-24-000185
Legal Proceedings 56 words changed in this paragraph; it is 82% similar to last year's version.
The District Court granted the consolidated motion to dismiss without leave to amend on August 16, 2022 and entered final judgment against Lynwood on September 9, 2022. On September 14, 2022, Lynwood filed a notice of appeal to the Ninth Circuit Court of Appeals to appeal the dismissal. Lynwood filed its opening brief on December 16, 2022. The Company filed its opening appellate brief on April 10, 2023, and Lynwood filed its reply on May 31, 2023. Following the District Court’s order granting the consolidated motion to dismiss and final judgment in the Company’s favor, the District Court subsequently granted the Company attorneys' fees of over $0.8 million, which Lynwood appealed to the Ninth Circuit Court of Appeals. The dismissal appeal and the fees appeal were heard by the Ninth Circuit Court of Appeals ("Court of Appeals") on December 7, 2023. On November 7, 2024, the Court of Appeals partially affirmed the dismissal by affirming dismissal of the state law claims and remanding a portion of the copyright claim to the District Court. The Court of Appeals also vacated the fees award because of the remand.
Source: Item 3, via Note 12 – Commitments and Contingencies, 10-K 0001048695-25-000157 vs Item 3, via Note 12 – Commitments and Contingencies, 10-K 0001048695-24-000185
Every change, by type
Sentences and paragraphs of FFIV's Risk Factors and MD&A, 10-K 2025-11-25 against 10-K 2024-11-18. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
The Cyber Incident has had and may continue to have an adverse effect on our business, reputation, customer, employee and partner relations, results of operations, financial condition and cash flows
AddedRisk Factors
The Cyber Incident may harm our reputation, our customers, employee and partner relations and our operations and business. Customers may in the future defer purchasing or choose to cancel or not renew their agreements or subscriptions with us.
AddedRisk Factors
We may expend significant costs and expenses related to the Cyber Incident including in connection with our investigations, and to address the damage to our reputation, customer, employee and partner relations. If we are unable to maintain the trust of our current and prospective customers and partners, or our personnel continue to have to devote significant time to the Cyber Incident, our business, market share, results of operations and financial condition could be negatively affected.
AddedRisk Factors
As a result of the Cyber Incident and market forces beyond our control, the cost of our insurance may increase substantially, and we may not be able to obtain additional or comparable insurance coverage on commercially reasonable terms. In addition, governmental authorities investigating the Cyber Incident may seek to impose undertakings, injunctive relief, consent decrees, or other civil or criminal penalties, which could, among other things, materially increase our software development and related expenses or otherwise require us to alter how we operate our business. Further, any legislative or regulatory changes adopted in reaction to the Cyber Incident could require us to make modifications to the operation of our business that could have an adverse effect or increase or accelerate our compliance costs.
AddedRisk Factors
We have not seen any evidence of modification to our software supply chain, including our source code and our build release pipelines. We have confirmed that the threat actor exfiltrated files from our BIG-IP product development environment and engineering knowledge management platform. The discovery of new or different information regarding the Cyber Incident, including with respect to its scope and impact on our systems, products or customers, could increase our costs and liabilities related to the Cyber Incident and result in further damage to our business, reputation, intellectual property, results of operations and financial condition. The Cyber Incident also may embolden other threat actors to further target our systems, which could result in additional harm to our business. We cannot ensure that our steps to secure our systems, our product development environments and protect the security and integrity of the products that we deliver will be successful to protect against threat actors or cyberattacks or perceived by existing and prospective customers as sufficient to address the harm caused by the Cyber Incident.
AddedRisk Factors
Our industry is characterized by the existence of a large number of patents and frequent claims and related litigation regarding patent and other intellectual property rights. In the ordinary course of our business, we are involved in disputes and
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RewordedRisk Factors
Conversely, in the last few years, we have initiated restructuring plans to better align strategic and financial objectives, optimize operations, and drive efficiencies for long-term growth and profitability, which resulted in restructuring charges.
RewordedRisk Factors
This could harm our ability to ship products or deliver services to our ability to deliver cloud-based services, customers, which could harm our customers and our financial results.
RewordedRisk Factors
Any errors, defects defects, control failures, or vulnerabilities in our products or IT infrastructure infrastructure, including the Cyber Incident, could result in:
RewordedRisk Factors
If those systems fail experience an outage, fail, or are otherwise interrupted, or if our ability to connect to or interact with one or more networks is interrupted, our processes platform services may function at a diminished level or not at all.
RewordedRisk Factors
As our products and customer IT infrastructures become increasingly complex, customers may also experience unforeseen errors in implementing our products into their IT environments. environments or integrating them with other vendor products.
RewordedRisk Factors
Threat actors can seek to exploit, among other things, known or unknown vulnerabilities and control weaknesses in technology included in our IT infrastructure, delivery and security and delivery products and services, and failure to quickly identify, patch or mitigate security vulnerabilities or strengthen security controls could render our IT infrastructure, delivery and security and delivery products and services susceptible to a cyber-attack which may subject the Company to liability to our customers, suppliers, business partners and others, as well as reputational and financial harm.
RewordedRisk Factors
In addition, our software and systems products must interoperate with our end customers’ IT infrastructure, including the rapid adoption of AI-enabled software and systems, expanding use of the cloud and hybrid cloud environments, which often have different specifications, deploy products from multiple vendors, and utilize multiple protocol standards.
RewordedRisk Factors
Security vulnerabilities or control failures in our IT infrastructure or multicloud application delivery and security and delivery products and services as well as unforeseen product errors could have a material adverse impact on our business business, results of operations, financial condition and reputation
RewordedRisk Factors
Despite our security measures, and those of our third-party vendors, our IT infrastructure has experienced breaches or disruptions disruptions, including the Cyber Incident, and may be vulnerable in the future to breach, attacks or disruptions.
RewordedRisk Factors
If any breach or attack attack, including the Cyber Incident, compromises our IT infrastructure, creates system disruptions or slowdowns or exploits security vulnerabilities therein, the information stored on our networks or those of our customers could be accessed and modified, publicly disclosed, or lost or stolen, and we may be subject to liability to our customers, individuals, suppliers, business partners and others, and may suffer reputational and financial harm.
RewordedRisk Factors
These problems may cause us to incur significant warranty and repair costs, divert the attention of our engineering personnel from our product development efforts, cause significant customer relations problems, result in legal claims or liability, and impact demand for our products and services.
RewordedRisk Factors
This could harm our ability to ship products or our ability to deliver cloud-based services, services used in our operations, which could harm our financial results.
AddedMD&A
On October 15, 2025, we disclosed information about a Cyber Incident in which a highly sophisticated nation-state threat actor had gained unauthorized long-term, persistent access to certain Company systems, and exfiltrated certain files, some of which contained certain portions of our BIG-IP source code and information about undisclosed vulnerabilities that our engineering teams were working on in BIG-IP. Upon identifying the threat, we immediately activated our incident response process and took extensive actions to contain the threat actor, which included engaging leading external cybersecurity experts. Our investigation, monitoring, and related activities related to the incident are ongoing. To date, we believe our containment actions have been successful, and since the initiation of these efforts, we have not observed any evidence of new unauthorized activity.
AddedMD&A
To date, we are not aware of any undisclosed critical or remote code vulnerabilities, and we are not aware of active exploitation of any undisclosed vulnerabilities within our products. Further, to date, we have no evidence of modification to our software supply chain, including our source code and our build and release pipelines. This assessment has been validated through independent reviews by leading cybersecurity research firms. We have no evidence that the threat actor accessed or modified the NGINX source code or product development environment, nor do we have evidence they accessed or modified our F5 Distributed Cloud Services or Silverline systems. In response to the incident, we have prioritized delivering reliable software release updates to address all undisclosed high vulnerabilities in BIG-IP source code, with a significant number of our largest customers having completed these updates with minimal disruption. We have, and will continue to prioritize steps to bolster our security posture in implementing further measures to strengthen our security environment and protect our customers.
AddedMD&A
To date, this incident has not had a material impact on our operations. As a result of the incident, we anticipate near-term disruption to our sales cycles with demand impacts more pronounced in the early part of the fiscal year and normalizing in the second half of the fiscal year 2026. These disruptions may also lead to a near term impact on our operating margin within fiscal year 2026. We expect to continue to incur additional professional services and other expenses associated with incident response during fiscal year 2026. As of the date of this filing these expenses were not material. See Note 12. Commitments and Contingencies in the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K for more information.
AddedMD&A
Revenue Recognition. The majority of our contracts with our customers include various combinations of our products and subscriptions and support. Our hardware products and software licenses are distinct from our subscriptions and support services as the customer can benefit from the product without these services and such services are separately identifiable within the contract. We account for multiple agreements with a single customer as a single contract if the contractual terms and/or substance of those agreements indicate that they may be so closely related that they are, in effect, parts of a single contract. The
AddedMD&A
When estimating standalone selling price, we first consider the prices charged for a deliverable when sold separately. If the standalone selling price is not observable through past transactions, we estimate it based on our pricing model and our go-to-market strategy, which include factors such as target gross margins, the geographies in which our offerings were sold, and offering type (products or services). As our business offerings evolve over time, we may be required to modify our estimated standalone selling prices, and as a result the timing and classification of our revenue could be affected.
AddedMD&A
Total systems revenue increased 31.3% in fiscal year 2025 from 2024 was primarily due to increases in customer demand and pricing increases on system offerings. Total systems revenue decreased 19.9% in fiscal year 2024 from 2023 primarily due to a lower level of shipments due to 2022 supply chain constrained demand fulfilled in 2023. Total software revenue was $803.1 million, $735.5 million, and $664.0 million for fiscal years 2025, 2024, and 2023, respectively. Total software revenue increased by 9.2% in fiscal year 2025 from 2024 primarily due to increases in renewals and initial purchases of subscription offerings. Total software revenue increased by 10.8% in fiscal year 2024 from 2023 primarily due to increases in renewals and initial purchases of subscription offerings. Total SaaS and managed services revenue did not account for 10% or more of total net revenues for any period presented.
AddedMD&A
Research and Development. Research and development expenses consist of personnel costs, including the salaries, stock-based compensation, and related benefits of our product development personnel, prototype materials and other expenses related to the development of new and improved products, technology costs, including cloud hosting and software licenses expenses,
AddedMD&A
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law. The new legislation did not have a material impact for fiscal year 2025. The Company is currently evaluating the impact on future years but does not expect a material impact to the consolidated financial statements.
AddedMD&A
The Company operates in countries that have enacted, or have committed to enact, a minimum tax in accordance with the Organization for Economic Co-operation and Development’s Pillar Two framework. The Pillar Two legislation was effective for the Company starting fiscal year 2025 but did not have a material impact. The Company will continue to monitor for additional guidance but does not expect a material impact to the consolidated financial statements for future years.
AddedMD&A
Refer to "Recently Issued Accounting Pronouncements" in Note 1. Summary of Significant Accounting Policies in Part II, Item 8 of this Annual Report on Form 10-K for a description of recent accounting pronouncements and our expectation of their impact, if any, on our results of operations and financial condition.
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RewordedMD&A
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Years Ended September 30, 2025 2024 2023 2022 (in thousands, except percentages) Other income and income taxes Income from operations $ 765,949 $ 658,591 $ 472,568 $ 403,792 Other income (expense), income, net 42,387 36,874 13,420 (18,399) Income before income taxes 808,336 695,465 485,988 385,393 Provision for income taxes 115,956 128,687 91,040 63,233 Net income $ 692,380 $ 566,778 $ 394,948 $ 322,160 Other income and income taxes (as percentage of net revenue) Income from operations 24.8 % 23.4 % 16.8 % 15.0 % Other income (expense), income, net 1.4 1.3 0.5 (0.7) Income before income taxes 26.2 24.7 17.3 14.3 Provision for income taxes 3.8 4.6 3.3 2.3 Net income 22.4 % 20.1 % 14.0 % 12.0 %
RewordedMD&A
The decrease increase in sales and marketing expense for fiscal year 2024 2025 was primarily due to a decrease an increase of $34.8 $20.6 million in personnel costs, largely driven by a reduction in workforce as part of the third quarter of fiscal 2023 restructuring plan. costs.
RewordedMD&A
Cost of net product revenues consist of finished products purchased from our contract manufacturers, personnel costs, including the salaries, stock-based compensation, and related benefits of our personnel, manufacturing overhead, freight, warranty, provisions for excess and obsolete inventory, software-as-a-service infrastructure costs technology costs, including cloud hosting and software licenses expenses, facilities and depreciation expenses, and amortization expenses in connection with developed technology from acquisitions.
RewordedMD&A
The increase in other income (expense), net research and development expense for fiscal year 2023 as compared to fiscal year 2022 2025 was primarily due to an increase of $31.4 million in interest income of $16.5 million from our personnel costs.
RewordedMD&A
As a result of the first and third fiscal fourth quarters of 2023 fiscal 2025 restructuring initiatives, we recorded charges of $8.7 $11.3 million and $56.7 $14.3 million, respectively, net of adjustments, related to a reduction reductions in workforce and exit of leased space that is are reflected in our results for fiscal 2023. 2025.
RewordedMD&A
Cash used in investing activities during fiscal year 2024 2025 was $59.2 $219.5 million compared to cash provided by used in investing activities of $36.4 $59.2 million in fiscal year 2023 and cash provided by investing activities of $218.1 million in fiscal year 2022. 2024.
RewordedMD&A
Sales and marketing expense decreased $45.9 increased $28.2 million, or 5.2% 3.4% in fiscal year 2024 2025 from the prior year, as compared to a year-over-year decrease of $48.4 million, or 5.2% in fiscal 2023. year.
RewordedMD&A
General and administrative expense increased $5.4 $53.5 million, or 2.1% 19.9% in fiscal year 2024 2025 from the prior year, as compared to a year-over-year decrease of $11.2 million, or 4.1% in fiscal 2023. year.
RewordedMD&A
Cash used in financing activities was $457.0 $464.8 million for fiscal year 2024, 2025, compared to cash used in financing activities of $653.3 $457.0 million for fiscal year 2023 and cash used in financing activities of $476.5 million for fiscal year 2022. 2024.
RewordedMD&A
The increase of $17.5 $235.8 million in net product revenues for fiscal year 2023 2025 was due to growth an increase in revenues associated with systems revenue. and software of $168.2 million and $67.6 million, respectively.
RewordedMD&A
Cash and cash equivalents, short-term investments and long-term investments totaled $1,360.0 million as of September 30, 2025, compared to $1,083.2 million as of September 30, 2024, compared to $808.4 million as of September 30, 2023, representing an increase of $274.8 $276.8 million.
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