UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

~~May~~June 2816, 2026

Date of Report (Date of earliest event reported)

N-able, Inc.

(Exact name of registrant as specified in its charter)



Delaware	001-40297	85-4069861
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

30 Corporate Drive

Suite 400

Burlington, Massachusetts 01803

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (781) 328-6490

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 (see General Instruction A.2. below):


☐			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	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value	NABL	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 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On June 16, 2026 (the “Amendment No. 3 Effective Date”), N-able International Holdings II, ~~Inc.~~LLC (the “~~Company~~Borrower”), ~~held~~an ~~its~~indirect, ~~annual~~wholly ~~meeting~~owned subsidiary of ~~stockholders on May 28~~N-able, ~~2026~~Inc. (the “~~Annual Meeting~~Company”), entered into a Third Amendment to Credit Agreement (“Amendment No. As3”) ofby ~~April~~and 1among the Borrower, ~~2026~~N-able International Holdings I, LLC (“Holdings”), the ~~record~~other ~~date~~guarantors ~~for~~party thereto, the ~~Annual~~lenders ~~Meeting~~and issuing banks identified therein and JPMorgan Chase, ~~188~~Bank,~~378~~ N.A. as administrative agent,~~290~~ ~~shares~~collateral ofagent ~~the~~and ~~Company’s~~an ~~common~~issuing ~~stock~~bank, ~~were~~which ~~outstanding~~amends that certain Credit Agreement, dated July 19, 2021, by and ~~entitled~~among tothe ~~vote~~Borrower, atHoldings, the ~~Annual~~lenders ~~Meeting.~~and issuing banks identified therein and JPMorgan Chase, Bank, N.A. ~~summary~~as ofadministrative ~~the~~agent, ~~matters~~collateral ~~voted~~agent ~~upon~~and byan ~~the~~issuing ~~stockholders~~bank (as amended, restated, amended and ~~the~~restated, ~~final~~supplemented ~~voting~~or ~~results~~otherwise ~~for~~modified ~~each~~from ~~such~~time ~~matter~~to ~~are~~time ~~set~~prior ~~forth~~to ~~below~~the Amendment No. 3 Effective Date, the “Credit Agreement”).

~~Proposal~~Amendment ~~One:~~No. ~~Election~~3 amended the Credit Agreement to add a delayed draw term loan facility (the “Delayed Draw Term Loan Facility”) pursuant to which the Company may incur up to $75.0 million of ~~Class~~additional IIterm ~~Directors~~loans (the “Delayed Draw Term Loans”) that are fungible with the Company’s existing term loan facility and have the same maturity date, interest rates and other material terms as the existing term loans. The Delayed Draw Term Loan Facility will be available for borrowing during a six-month availability period following the effectiveness of Amendment No. 3 and the proceeds may be used for general corporate purposes, including funding deferred consideration payments associated with the Company’s November 2024 acquisition of Adlumin, Inc., future permitted acquisitions, share repurchases, and related fees and expenses.

~~Each~~Borrowings ofunder the ~~following~~Delayed ~~persons~~Draw ~~was~~Term ~~duly~~Loan ~~elected~~will bybear interest at the ~~Company’s~~same ~~stockholders~~rate as the existing term loan, which bears interest at a ~~Class~~floating IISOFR-based ~~director~~rate (subject to ~~serve~~a “floor” of 0.0%) for a ~~term~~specified ofinterest ~~three~~period ~~years~~plus ~~expiring~~a margin initially set at ~~the~~2.75%, ~~2029~~subject ~~annual~~to ~~meeting~~a ofdecrease ~~stockholders~~to or2.50% ~~until~~if athe ~~successor~~Company’s ~~has~~first ~~been~~lien ~~duly~~net ~~elected~~leverage ~~and~~ratio ~~qualified,~~is ~~with~~equal ~~votes~~to asor ~~follows:~~lower than 1.65 to 1.00.

Class II Director	For	Withheld	Broker Non-Votes
Michael Bingle	145,959,635	25,775,454	10,712,004
Darryl Lewis	166,023,269	5,711,820	10,712,004
James Cameron McMartin	150,711,369	21,023,720	10,712,004

The foregoing description of the material terms of Amendment No. 3 does not purport to be a complete description of Amendment No. 3 and is qualified in its entirety by reference to the full text thereof, which the Company will file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.

~~Proposal~~Item ~~Two:~~2.03 ~~Ratification~~Creation of ~~Appointment~~a ofDirect ~~Company’s~~Financial ~~Independent~~Obligation ~~Registered~~or ~~Public~~an ~~Accounting~~Obligation ~~Firm~~under an Off-Balance Sheet Arrangement of a Registrant.

The ~~appointment~~information ofin ~~PricewaterhouseCoopers~~Item ~~LLP~~1.01 asis ~~the~~incorporated ~~Company’s~~herein ~~independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified~~ by ~~the stockholders, with votes as follows:~~reference.

For						Against						Abstain
182,242,564						104,631						99,898


Item 9.01			Financial Statements and Exhibits.

~~Proposal~~(d) ~~Three: Advisory Vote on Named Executive Officer Compensation~~Exhibits.

The approval, on a non-binding advisory basis, of the compensation of our named executive officers was approved by the stockholders, with votes as follows:


Exhibit Number						Description

104						Cover Page Interactive Data File (formatted as Inline XBRL)

For						Against						Abstain						Broker Non-Votes
170,636,357						1,069,010						29,722						10,712,004

No other matters were brought before the Annual Meeting and no other votes were held.

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 hereunto duly authorized.

		N-able, Inc.
Dated:	June 217, 2026	By:	/s/ Tim O'Brien
			Tim O'Brien
			Chief Financial Officer

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