Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities
Item 1.01 Entry into a Material Definitive Agreement. Warrant On August 3, 2026, A10 Networks, Inc. (the "Company") issued a warrant (the "Warrant") to Microsoft Corporation ("Microsoft") pursuant to which Microsoft may purchase up to 800,000 shares of the Company's common stock, par value $0.00001 per share (the "Warrant Shares"), at an exercise price of $0.01 per share, subject to the terms and…
Filed Aug 5, 2026Accepted Aug 5, 2026, 4:03 PM EDTCIK 1580808Accession 0001580808-26-000041
A10 Networks provides security and infrastructure solutions for on-premises, hybrid cloud, and edge-cloud environments. Our 7000+ customers span global large enterprises and communications, cloud, and web service providers who must provide business-critical applications and networks that are secure, available, and efficient. Founded in 2004, A10 Networks is based in San Jose, Calif., and serves customers globally. For more information, visit A10networks.com and follow us at A10Networks.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Warrant
On August 3, 2026, A10 Networks, Inc. (the "Company") issued a warrant (the "Warrant") to Microsoft Corporation ("Microsoft") pursuant to which Microsoft may purchase up to 800,000 shares of the Company's common stock, par value $0.00001 per share (the "Warrant Shares"), at an exercise price of $0.01 per share, subject to the terms and conditions of the Warrant.
The Warrant was issued in connection with certain commercial arrangements between the parties, with vesting tied to purchases by Microsoft and its affiliates of the Company's products and services. The Warrant is eligible to vest in two tranches based on Microsoft's achievement of specified purchase thresholds during measurement periods ending June 30, 2027 and June 30, 2028. Depending on the level of purchases during each measurement period, up to 400,000 Warrant Shares may vest with respect to each tranche, for a maximum of 800,000 Warrant Shares. If the applicable purchase thresholds are not achieved during a measurement period, the corresponding tranche of the Warrant will expire unvested.
Subject to the terms and conditions of the Warrant, the Warrant is exercisable in whole or in part after January 1, 2028 with respect to the Warrant Shares subject to the first tranche and after January 1, 2029 with respect to the Warrant Shares subject to the second tranche, in each case until the 5:00 p.m., Eastern time on August 3, 2036, subject to certain extensions described in the Warrant, at the Warrantholder's election by cash payment or cashless exercise. The Warrant also contains customary provisions regarding adjustments for stock splits, stock dividends and certain other corporate transactions, transfer restrictions and accelerated vesting of certain Warrant Shares upon the occurrence of specified change of control transactions.
The Warrant was issued, and the Warrant Shares may be issued, in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The foregoing description is not complete and is qualified in its entirety by reference to the text of the Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Filed exhibits (1)
EX-4.1 (by filename) a10networks-ex41warrant.htm
EX-4.1
2
a10networks-ex41warrant.htm
EX-4.1
a10networks-ex41warrant
Exhibit 4.1 110438456.v3 110654762.v1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF, DIRECTLY OR INDIRECTLY, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS. IN ADDITION, THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT. Date of Issuance: August 3, 2026 A10 NETWORKS, INC. Warrant to Purchase Shares of Common Stock A10 Networks, Inc., a Delaware corporation (“A10” or the “Company”), for value received, hereby certifies that Microsoft Corporation or its registered permitted assigns (“Microsoft” or the “Warrantholder”), is entitled, subject to the terms and conditions set forth herein, to purchase from the Company up to 800,000 shares of Common Stock, par value $0.00001 per share (the “Common Stock”), of the Company (such number of shares, as adjuste…