CSCO: Leadership change

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Director On October 7, 2026, the Board of Directors (“Board”) of Cisco Systems, Inc. (“Cisco”) appointed Girish D. Rishi, CEO of Cognite Holding B.V., as a member of the Board effective October 9, 2026. In connection with his appointment, the Board determined that Mr. Rishi is “independent” under the applicable listing standards of The Nasdaq Stock Market LLC. It has not yet been determined on which Board committees, if any, Mr. Rishi will serve. In connection with his service as a director, Mr. Rishi will receive Cisco’s standard non-employee director cash and equity compensation. Mr. Rishi will receive a pro rata portion of the $105,000 annual cash retainer, paid quarterly in arrears, for his service through the remaining portion of the year ending at Cisco's 2026 annual meeting of stockholders. Non-employee directors may instead elect to receive the annual cash retainer, committee cash retainer fees or other cash fees in fully vested shares of Cisco common stock, fully vested deferred stock units that would be settled in shares after the non-employee director leaves the Board, or a deferred cash payment under the Cisco Systems, Inc. Deferred Compensation Plan. Upon his appointment, pursuant to the Board’s equity grant policy for non-employee directors, Mr. Rishi automatically received a fully vested initial non-employee director equity award under Cisco’s 2005 Stock Incentive Plan with a grant date fair value equal to a pro rata portion of $270,000 based on the portion of the year of his board service. Non-employee directors may elect to defer receipt of the equity award such that the award would