UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________

FORM 8-K

____________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

~~Date~~April ~~of Report (Date of earliest event reported): March 20~~17, 2025

Date of Report (Date of earliest event reported)

____________________________________________________________________________

A10 NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36343		20-1446869
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

____________________________________________________________________________

2300 Orchard Parkway
Delaware		001-36343	20-1446869
San Jose, CA	95131
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(I.R.S. Employer Identification Number)
(Address of principal executive offices)	(Zip Code)

2300 Orchard Parkway

San Jose, CA 95131

(Address of principal executive offices, including zip code)

(408) 325-8668

(Registrant’'s telephone number, including area code)

~~N/A~~Not Applicable

(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~~obligations 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, $0.00001 par value

ATEN

New York Stock Exchange

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 25.~~03.~~07 Submission ~~Creation~~ of aMatters ~~Direct~~to ~~Financial~~a ~~Obligation~~Vote ~~or an Obligation under an Off-Balance Sheet Arrangement~~ of aSecurity ~~Registrant~~Holders.

~~On March 20, 2025,~~ A10 Networks, Inc. (the “Company”) ~~issued~~held ~~$25,000,000~~its ~~aggregate~~2025 ~~principal~~Annual ~~amount~~Meeting ~~(the “Additional Notes”)~~ of ~~its~~Stockholders ~~2.75%~~on ~~Convertible~~April ~~Senior~~17, ~~Notes~~2025 ~~due 2030~~ (the “~~Notes~~Annual Meeting”). There inwere a73,952,601 ~~private~~shares ~~offering pursuant to the exercise in full~~ of ~~the~~common ~~previously~~stock ~~announced~~entitled ~~option the Company granted~~ to ~~the~~vote ~~initial~~at ~~purchasers of~~ the ~~Notes.~~Annual ~~The Notes (including the Additional Notes) were issued under the indenture~~Meeting, ~~dated as~~ of ~~March 17,~~which ~~2025~~67,261,104 ~~between the Company and U~~(90.S.95%) ~~Bank~~shares ~~Trust~~were ~~Company,~~voted ~~National~~in ~~Association,~~person asor ~~trustee~~by ~~(the “Indenture”)~~proxy. The Company ~~issued $200,000,000 aggregate principal amount of the Notes on March 17, 2025, as described in the Company~~’s ~~Current~~stockholders ~~Report~~voted onupon ~~Form~~and ~~8-K~~approved ~~filed with~~ the ~~Securities~~following ~~and~~proposals ~~Exchange~~at ~~Commission on March 17, 2025, as amended (~~the ~~“Initial~~Annual ~~Form 8-K”).~~ Meeting:

Proposal 1: The ~~net~~election ~~proceeds~~of ~~from~~ the ~~sale~~directors ofnamed ~~the~~below ~~Notes~~to ~~(including~~hold office until the ~~Additional~~Company’s ~~Notes)~~2026 ~~were~~annual ~~approximately~~meeting ~~$218.1 million,~~of ~~after~~stockholders ~~deducting~~and ~~the~~until ~~initial~~their ~~purchasers’~~successors ~~discount~~are ~~and~~duly ~~the~~elected ~~estimated~~and ~~offering~~qualified, ~~expenses~~subject ~~payable~~to byearlier ~~the~~resignation ~~Company.~~or removal:

The information incorporated by reference in Item 2.03 of the Initial Form 8-K is incorporated by reference into this Item 2.03 (except to the extent later information in this Report updates or supersedes such information), and such information, including the description of the Notes (including the Additional Notes), is qualified in its entirety by reference to the Indenture, including the form of the certificate representing the Notes, a copy of which is attached as Exhibit 4.1 to the Initial Form 8-K and incorporated herein by reference.


	For	Withhold	Broker Non-Votes
Tor R. Braham	44,626,881	15,979,672	6,654,551
Peter Y. Chung	42,441,997	18,164,556	6,654,551
Eric Singer	15,555,809	45,050,744	6,654,551
Dhrupad Trivedi	43,983,264	16,623,289	6,654,551
Dana Wolf	44,544,221	16,062,332	6,654,551

Proposal 2: Approval of an amendment to the Company’s 2014 Employee Stock Purchase Plan to increase the number of shares available for issuance by 2,500,000:

Item 3.02. Unregistered Sales of Equity Securities.


For	Against	Abstain	Broker Non-Votes
60,276,835	272,373	57,345	6,654,551

Proposal 3: A non-binding advisory vote to approve the Company’s executive compensation:

The disclosure set forth in Item 2.03 above is incorporated by reference into this Item 3.02. The Notes (including the Additional Notes) were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Notes (including the Additional Notes) were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company’s common stock that may be issued upon conversion of the Notes (including the Additional Notes) will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 11,508,930 shares of the Company’s common stock may be issued upon conversion of the Notes (including the Additional Notes), based on the initial maximum conversion rate of 51.1508 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.


For	Against	Abstain	Broker Non-Votes
58,424,857	2,100,109	81,587	6,654,551

~~Item~~Proposal 4: ~~9.01~~The ~~Financial~~ratification ~~Statements~~of ~~and~~the ~~Exhibits~~appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

(d) Exhibits


For	Against	Abstain	Broker Non-Votes
67,086,326	148,566	26,212	—

Exhibit		Description
4.1		Indenture, dated as of March 17, 2025, between A10 Networks, Inc. and U.S. Bank Trust Company, National Association, as trustee (including form of certificate representing the Notes) (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Current Report on Form 8-K/A filed March 20, 2025).
104.1		Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURE

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, thereunto duly authorized.

Dated: ~~March 20~~April 18, 2025

A10 NETWORKS, INC.
By:		/s/ Brian Becker
		Brian Becker
		Chief Financial Officer


			A10 NETWORKS, INC.
			By: /s/ Scott Weber
			Scott Weber
			General Counsel

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