Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14AINFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

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A10 NETWORKS, INC.

2300 ORCHARD PARKWAY

SAN JOSE, CALIFORNIA 95131

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 10 a.m. Pacific Time on Wednesday, April 22, 2026

Dear Stockholders of A10 Networks, Inc.:

The 2026 Annual Meeting of stockholders (the "Annual Meeting") of A10 Networks, Inc., a Delaware corporation, will be held on Wednesday, April 22, 2026at 10:00 a.m. Pacific Time, at 2300 Orchard Parkway, San Jose, California 95131, for the following purposes, as more fully described in the accompanying proxy statement:

Our board of directors has fixed the close of business on February 26, 2026 as the record date for the Annual Meeting. Only stockholders of record on February 26, 2026 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. If you plan on attending the Annual Meeting as a stockholder, please follow the instructions on page 48 of the proxy statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON APRIL 22, 2026 - THE PROXY STATEMENT AND ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT http://www.proxyvote.com. We are mailing a notice of availability over the Internet of the proxy materials which contains instructions on how to access our proxy materials on the Internet, as well as instructions on obtaining a paper copy.

Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail.

We appreciate your continued support of A10 Networks, Inc. and look forward to either greeting you personally at the Annual Meeting or receiving your proxy.

TABLE OF CONTENTS

A10 NETWORKS, INC.

PROXY STATEMENT

FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 10:00 a.m. Pacific Time on Wednesday, April 22, 2026

This proxy statement and the form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2026 Annual Meeting of stockholders of A10 Networks, Inc., a Delaware corporation (the "Company," "A10," "we," "our" or "us"), and any postponements, adjournments or continuations thereof (the "Annual Meeting"). The Annual Meeting will be held on Wednesday, April 22, 2026 at 10:00 a.m. Pacific Time, at 2300 Orchard Parkway, San Jose, California 95131. The Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access this proxy statement and our annual report is first being mailed on or about March 10, 2026 to all stockholders entitled to vote at the Annual Meeting.

Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our business affairs are managed under the direction of the board of directors of the Company (the "board"), which is currently composed of five members and has the following characteristics:

 

 

The following table sets forth the names, ages and certain other information for each of our directors and director nominees as of March 10, 2026:

Nominees for Director

Dhrupad Trivedijoined A10 Networks, Inc. in December 2019 as President and Chief Executive Officer. Dr. Trivedi was also appointed as a member of our board in December 2019 and as Chairperson of our board in September 2020. From March 2013 to November 2019, Dr. Trivedi served as President, Network Solutions - Industrial IT/IOT and Cybersecurity at Belden Inc. (NYSE: BDC), a manufacturer of networking, connectivity, and cable products, where he also served as a Corporate Vice President from January 2010 to March 2013. Prior to this, he held multiple general management and corporate development roles at JDS Uniphase Corporation. Dr. Trivedi holds a Ph.D. in electrical engineering from the University of Massachusetts, Amherst, a master's degree in electrical engineering from the University of Alabama and an MBA in finance from Duke University. Dr. Trivedi brings global leadership experience across multiple businesses and is passionate about driving leading technology businesses to win by creating value for customers.

Tor R. Brahamhas served as a member of our board since March 2018. He is also member of the board of directors of IAC, Inc. (Nasdaq: IAC), a holding company focused on internet, media, and digital services, where he serves on the nominating and governance committee, as well as a private company that specializes in the manufacturing of YIG-based (Yttrium Iron Garnet) RF and microwave components. He also served as a director of Viavi Solutions Inc. (Nasdaq: VIAV), a network and service enablement and optical coatings company, from May 2017 to November 2024. Mr. Braham is also Of Counsel to the law firm of King, Holmes, Paterno and Soriano, LLP. He previously served as a member of the board of directors of Yahoo! Inc., a provider of web services from April 2016 to June 2017, Altaba, Inc., a publicly traded investment company from June 2017 to December 2021, NetApp, Inc. (Nasdaq: NTAP), a computer storage and data management company, from September 2013 to March 2016, Sigma Designs, Inc., an integrated circuit provider for the home entertainment market, from June 2014 to August 2016, Live Oak Acquisition Corp (NYSE: DNMR) from February 2020 to December 2020, and Live Oak Acquisition Corp II (NYSE: LOKB), from December 2020 to October 2021. Mr. Braham served as Managing Director and Global Head of Technology Mergers and Acquisitions for Deutsche Bank Securities Inc., an investment bank, from 2004 until November 2012. From 2000 to 2004, he served as Managing Director and Co-Head of West Coast U.S. Technology, Mergers and Acquisitions for Credit Suisse First Boston, an investment bank. Prior to that role, Mr. Braham served as an investment banker with Warburg Dillon Read LLC and as an attorney at Wilson Sonsini Goodrich & Rosati. Mr. Braham holds a J.D. degree from New York University School of Law and a B.A. degree from Columbia College. Mr. Braham has specific attributes that qualify him to serve as a member of our board, including his extensive financial experience and knowledge of the technology industry gained through his service as an investment banker and lawyer to technology companies, as well as his service on public and private company boards.

Peter Y. Chunghas served as a member of our board since June 2013. Mr. Chung is a Managing Director and Chief Executive Officer of Summit Partners, L.P., where he has been employed since 1994. He is currently a director of MACOM Technology Solutions Holdings, Inc. (Nasdaq: MTSI) as well as several privately held companies. Mr. Chung previously served as a member of the board of directors of Acacia Communications, Inc. from April 2013 to March 2021. Mr. Chung has an MBA from the Stanford University Graduate School of Business and an A.B. in economics from Harvard University. Mr. Chung has specific attributes that qualify him to serve as a member of our board, including his experience in private equity and venture capital investing and in the communications technology sector, as well as his prior service on public and private company boards.

Eric Singer has served as a member of our board since July 2019 and as our lead independent director since September 2021. Mr. Singer was the founder and Managing Member of VIEX Capital Advisors, LLC, a securities investment firm, from 2014 until December 2022. In addition to a long track record as a successful investor in technology companies, Mr. Singer has substantial experience serving on public company boards and assisting companies in creating and expanding stockholder value. He previously served on the boards of directors of Quantum Corporation (Nasdaq: QMCO), Numerex Corp., RhythmOne plc, YuMe, Inc., Support.com, Inc., Meru Networks, Inc., PLX Technology, Inc., and Sigma Designs, Inc., among others. Mr. Singer has served as Chief Executive Officer of Immersion Corporation (Nasdaq: IMMR), a developer and licensor of touch feedback technology, since January 2023. He has been a member of Immersion's board of directors since March 2020 and previously served as Executive Chairman from August 2020 to January 2023. In connection with his role as Chief Executive Officer of Immersion, Mr. Singer also serves on the boards of directors of Barnes & Noble Education, Inc. (NYSE: BNED) (since June 2024) and Universal Electronics Inc. (Nasdaq: UEIC) (since December 2023). His service on these boards is directly tied to Immersion's significant ownership positions in these companies and forms part of his executive responsibilities at Immersion. Mr. Singer holds a B.A. from Brandeis University. Mr. Singer's qualifications to serve on our board include his extensive financial and operating experience, capital markets expertise, and deep knowledge of the technology industry gained through his executive leadership and service on numerous public and private company boards.

Dana Wolfhas served as a member of our board since June 2022. Ms. Wolf is currently the Chief Executive Officer, Co-Founder and member of the board of directors of YeshID, an identity and access management provider. From August 2017 to November 2021, she served as Senior Vice President of Product & Marketing at Fastly Inc. (NYSE: FSLV), a global edge cloud network provider. From August 2013 to August 2017, she was the Head of Product for the cloud security product lines at OpenDNS, Inc. (acquired by Cisco Systems, Inc. (Nasdaq: CSCO)), a company providing domain name system resolution services. Ms. Wolf has over 18 years of experience in the security space, holding both product and engineering leadership roles at both Rapid7 Inc. (Nasdaq: RPD), a cyber security analytics and automation services company, and RSA Security LLC, a computer and network security company with a focus on protecting and managing online identities and digital assets. Ms. Wolf holds a B.A. from Lawrence University in Mathematics, Computer Science and Theatre and an MBA (High Tech) from Northeastern University. Ms. Wolf has specific attributes that qualify her to serve as a member of our board, including her extensive experience in the cyber security industry and cloud-based businesses.

Director Independence

Our common stock is listed on the New York Stock Exchange. Under the listing standards of the New York Stock Exchange, independent directors must comprise a majority of a listed company's board of directors. In addition, the listing standards of the New York Stock Exchange require that, subject to specified exceptions, each member of a listed company's audit, compensation, and nominating and corporate governance committees be independent. Under the listing standards of the New York Stock Exchange, a director will only qualify as an "independent director" if, in the opinion of that listed company's board of directors, that director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the listing standards of the New York Stock Exchange. In addition, compensation committee members must also satisfy the independence criteria set forth under the listing standards of the New York Stock Exchange.

Our board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our board has determined that all of our directors other than Dr. Trivedi, our Chief Executive Officer, are "independent" as that term is defined under the listing standards of the New York Stock Exchange and do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the board considered the current and prior relationships that each director has with our company and all other facts and circumstances our board deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving him or her described in the section titled "Related Person Transactions."

Board Leadership Structure

The board is committed to strong, independent board leadership and oversight of management's performance. The board believes that whether to have the same person occupy the offices of Chairperson of the board and Chief Executive Officer should be decided by the board, from time to time, in its business judgment after considering relevant factors, including the specific needs of the business and what is in the best interests of our stockholders. If the Chairperson is an employee, the board may appoint a lead independent director to help ensure robust independent leadership on the board. 

The Chairperson of the board has the powers and duties customarily and usually associated with the office of the chairperson of the board, including setting the schedule and agenda for board meetings and presiding at meetings of the board and meetings of our stockholders, unless a Chairperson of a stockholder meeting is otherwise appointed by the board. The Chairperson also has the authority to call special meetings of our stockholders. If our Chairperson is an independent, non-employee director, the Chairperson has the responsibilities of the lead independent director.

Dr. Trivedi currently serves as both Chairperson of our board and our Chief Executive Officer. Our board believes that the current board leadership structure provides effective independent oversight of management while allowing our board and management to benefit from Dr. Trivedi's leadership and years of experience as an executive in multiple global high technology industries including networking, cloud, IOT and cybersecurity. Dr. Trivedi is best positioned to identify strategic priorities, lead critical discussion and execute our strategy and business plans. Dr. Trivedi possesses detailed in-depth knowledge of the issues, opportunities, and challenges facing the Company.

Lead Independent Director

Our lead independent director has the responsibility to schedule and prepare agendas for meetings of the outside directors. The lead independent director may communicate with our Chief Executive Officer, disseminate information to the rest of the board in a timely manner, raise issues with management on behalf of the outside directors when appropriate, and facilitate communications between management and the outside directors. In addition, the lead independent director may have other responsibilities, including calling meetings of outside directors when necessary and appropriate, being available, when appropriate, for consultation and direct communication with our stockholders, building a productive relationship between the board and the Chief Executive Officer, ensuring the board fulfills its oversight responsibilities in our strategy, risk oversight and succession planning, and performing such other duties as the board may from time to time designate.

Mr. Singer serves as our lead independent director. In this role, Mr. Singer presides over periodic meetings of our independent directors, serves as a liaison between our Chairperson of the board and the independent directors, and performs such additional duties as the board may otherwise determine and delegate. Mr. Singer's contributions as a non-executive director have played a direct and material role in the value created for stockholders and his contributions remain instrumental to A10's success. As a director, Mr. Singer has been deeply involved in advising management and providing oversight on several operational and corporate matters. Specifically, he has:

Board Meetings and Committees

During our fiscal year ended December 31, 2025, the board held six (6) meetings (including regularly scheduled and special meetings) and acted by written consent nine (9) times. Throughout the year, directors met frequently to discuss our operations, strategic matters and other business. In many instances, these meetings resulted in formal board action approved by unanimous written consent. In other instances, these meetings resulted in the board providing input to our management team throughout the year. No director attended fewer than 75% of the aggregate of (i) the total number of meetings of the board held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of the board on which he or she served during the periods that he or she served.

Although we do not have a formal policy regarding attendance by members of the board at annual meetings of stockholders, we encourage, but do not require, our directors to attend. All of our directors attended our 2025 annual

meeting of stockholders. The board has established three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of these committees is described below. Members will serve on these committees until their resignation or until as otherwise determined by the board.

Audit Committee

The audit committee is currently comprised of Messrs. Braham, Chung and Singer. Mr. Braham is the chair of the audit committee. The board has determined that each of the members of this committee satisfies the requirements for independence and financial literacy under the applicable rules and regulations of the New York Stock Exchange and the SEC. The board has also determined that Mr. Braham and Mr. Chung each qualify as an "audit committee financial expert" as defined in the Securities and Exchange Commission (the "SEC") rules and each satisfy the financial sophistication requirements of the New York Stock Exchange.

The audit committee is responsible for, among other things:

The audit committee operates under a written charter that satisfies the applicable standards of the SEC and the New York Stock Exchange. A copy of the charter of the audit committee is available on our website at https://investors.a10networks.com/. During 2025, the audit committee held four (4) meetings and acted by written consent one (1) time.

Compensation Committee

The compensation committee currently consists of Messrs. Chung and Singer and Ms. Wolf. Mr. Chung was the chair of the compensation committee until February 10, 2026, when the board approved that Mr. Singer shall be chair of the compensation committee, effective February 11, 2026. The board has determined that each member of this committee is independent under the applicable rules and regulations of the New York Stock Exchange and the SEC, a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined under Section 162(m) of the Internal Revenue Code of 1986, as amended.

The compensation committee is responsible for, among other things:

The compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the New York Stock Exchange. A copy of the charter of the compensation committee is available on our website at https://investors.a10networks.com/. During 2025, the compensation committee held four (4) meetings and acted by written consent eight (8) times.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee currently consists of Messrs. Chung and Singer. Mr. Singer served as Chair of the nominating and corporate governance committee until February 10, 2026, when, as part of the board's annual review of committee leadership and governance practices, the board approved the appointment of Mr. Chung as Chair, effective February 11, 2026. This change reflects the board's regular refreshment of committee leadership responsibilities and its commitment to strong governance practices. The board has determined that each member of this committee meets the independence requirements of the New York Stock Exchange.

The nominating and corporate governance committee is responsible for, among other things:

The nominating and corporate governance committee operates under a written charter that satisfies the applicable listing standards of the New York Stock Exchange. A copy of the charter of the nominating and corporate governance committee is available on our website at https://investors.a10networks.com/. During 2025, the nominating and corporate governance committee held three (3) meetings and acted by written consent one (1) time.

Compensation Committee Interlocks and Insider Participation

Messrs. Chung and Singer and Ms. Wolf are the current members of our compensation committee. None of the members of our compensation committee is or has been one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of the compensation committee or director (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving on our compensation committee or the board.

Considerations in Evaluating Director Nominees

Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our nominating and corporate governance committee will consider the current size and composition of the board and the needs of the board and the respective committees of the board. Some of the qualifications that our nominating and corporate governance committee considers include, without limitation, issues of character, integrity, judgment, diversity (including, but not limited to, diversity of gender, ethnicity, race, international background and life experience), independence, area of expertise, corporate experience, length of

service, potential conflicts of interest and other commitments. Nominees must also have the ability to offer advice and guidance to our Chief Executive Officer based on past experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. Director candidates must have sufficient time available in the judgment of our nominating and corporate governance committee to perform all board of director and committee responsibilities. Members of the board are expected to prepare for, attend, and participate in all board of director and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders' best interests.

The board firmly believes that a diverse mix of backgrounds, skills, experiences, and perspectives enhances Board effectiveness and decision-making. The nominating and corporate governance committee actively incorporates diversity considerations into its director identification and evaluation process, including diversity of gender, race, ethnicity, professional experience, tenure, and thought. In evaluating potential director nominees, the nominating and corporate governance committee considers the overall composition of the board, including how a candidate's background and experiences would complement and enhance the collective skills matrix and strategic needs of the Company. Diversity of viewpoints is an important factor in these determinations. The nominating and corporate governance committee also considers board composition and refreshment as part of its annual board and committee self-evaluation process to ensure continued alignment with the Company's evolving strategy and governance priorities. The Company is committed to fostering diversity at all levels of the organization, including at the board level. As of the date of this proxy statement, sixty percent of our directors self-identify as being from one or more diverse groups, reflecting the board's commitment to building and maintaining a diverse and effective governing body.

Stockholder Recommendations for Nominations to the Board of Directors

Our nominating and corporate governance committee will consider candidates for director recommended by stockholders so long as such recommendations comply with our amended and restated certificate of incorporation currently in effect and amended and restated bylaws (the "bylaws") and applicable laws, rules and regulations, including those promulgated by the SEC. The nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our amended and restated bylaws, our policies and procedures for director candidates, as well as the regular director nominee criteria described above. This process is designed to ensure that the board includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business. Eligible stockholders wishing to recommend a candidate for nomination should contact our Secretary in writing. Such recommendations must include, amongst other things provided in our bylaws and under Section 14 of the Exchange Act, information about the candidate, evidence of the recommending stockholder's ownership of our common stock and a signed letter from the candidate confirming willingness to serve on the board. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors.

Any nomination should be sent in writing to our Secretary at A10 Networks, Inc., 2300 Orchard Parkway, San Jose, CA 95131. If we hold the 2027 annual meeting of stockholders no more than 30 days before or after the one-year anniversary of this year's Annual Meeting, then our Secretary must receive the written nomination;

If we hold the 2027 annual meeting more than 30 days before or after the one-year anniversary of this year's Annual Meeting, then our Secretary must receive the written nomination no earlier than the close of business on the 120^th day before the actual date of the 2027 annual meeting and no later than the close of business on the later of the following two dates:

In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than February 22, 2027.

Communications with the Board of Directors

Interested parties wishing to communicate with the board or with an individual member or members of the board may do so by writing to the board or to the particular member or members of the board, and mailing the correspondence to our General Counsel at A10 Networks, Inc., 2300 Orchard Parkway, San Jose, CA 95131, Attn: General Counsel. Each communication should set forth (i) the name and address of the stockholder, as it appears on our books, and if the shares of our common stock are held by a nominee, the name and address of the beneficial owner of such shares, and (ii) the number of shares of our common stock that are owned of record by the record holder and beneficially by the beneficial owner.

Our General Counsel, in consultation with appropriate members of the board as necessary, will review all incoming communications and, if appropriate, forward such communications to the member or members of our board to whom such communications were directed, or if none is specified, to the Chairperson of the board.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

The board has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, the board has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is posted on the Corporate Governance portion of our website under "Governance -Governance Documents" at https://investors.a10networks.com/. We will post amendments to our Code of Business Conduct and Ethics or waivers of our Code of Business Conduct and Ethics for directors and executive officers on the same website.

Director Commitments and Overboarding

The board believes that each director must have sufficient time and capacity to effectively discharge their duties. In evaluating director nominees and continuing directors, the nominating and corporate governance committee considers each director's contributions to A10 in line with our strategic direction as well as other public company board service, executive responsibilities, committee leadership roles, and expected time commitments.

We recognize that some stockholders and proxy advisory firms apply defined "overboarding" thresholds. The board annually reviews directors' outside commitments in that context and discusses with each director their ability to continue to devote the necessary time to A10, including during periods of elevated Company activity.

Insider Trading Policy

The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company's securities that applies to the Company and its personnel, including officers, directors, employees and agents, and other covered persons (the "Insider Trading Policy"). The Company believes that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Stockholder Engagement

We maintain an open and collaborative dialogue with our stockholders, recognizing that our relationship with the owners of our Company is vital to our long-term success. Our executive leadership team views active engagement as an important source of strategic insight, and stockholder perspectives are regularly shared with our board and integrated into discussions regarding strategy, operational performance, financial results, governance, executive compensation, and related matters. Direct engagement enhances corporate accountability, supports informed decision-making, and supports sustainable long-term value creation. Management provides the board with regular updates regarding stockholder feedback and themes emerging from these discussions.

In connection with our 2025 annual meeting results, the board specifically evaluated the voting outcome for our lead independent director, Mr. Eric Singer, in light of feedback regarding perceived "overboarding" and our prior disclosure practices. Through our engagement efforts, we concluded that a key driver of lower support was not only the perception of overboarding, but also a view among certain stockholders that the Company had not directly acknowledged or addressed that perception in prior proxy disclosure. As described under "Director Commitments and

Overboarding" in our Corporate Governance Guidelines, the Board annually reviews each director's outside commitments, executive responsibilities, and expected time demands to ensure sufficient capacity to effectively discharge their duties. After careful review, and consistent with the conclusions of proxy advisory firms, the board determined that Mr. Singer's public company board service associated with his role as Chief Executive Officer of Immersion Corporation did not constitute overboarding under applicable policies.

As outlined in our proxy materials for the 2025 annual meeting of stockholders, Mr. Singer serves on the board of Immersion Corporation, where Mr. Singer is also CEO. In addition, he serves on the board of directors of two other publicly traded companies, Barnes & Noble Education (BNED) and Universal Electronics Inc. (UEI), where his board service is directly tied to his Chief Executive Officer responsibilities at Immersion. Immersion is the largest shareholder of both BNED and UEI and holds a material financial interest. Specifically, with respect to BNED, Immersion owns approximately 32.9% of the outstanding shares of BNED and is required to consolidate its financial results with BNED. Mr. Singer's role as a director on the BNED board is therefore essential to providing oversight of a business, the performance of which has a direct and material impact on Immersion's financials. Similarly, Immersion owns approximately 11.9% of UEI's outstanding shares, making Mr. Singer's board role equally critical. In both cases, Mr. Singer's service on the boards of BNED and UEI is not separate from, but rather a key component of, his responsibilities as Chief Executive Officer of Immersion.

The board also reaffirmed that Mr. Singer's experience, capital markets expertise, and active engagement as lead independent director remain highly valuable to A10. At the same time, we recognized the importance of directly addressing stockholder concerns through enhanced disclosure and governance transparency. In response, we have expanded our disclosure regarding director commitments and overboarding considerations and implemented a rotation of the nominating and corporate governance committee chair position as part of our broader board refreshment and governance review process. We remain committed to continued dialogue with our stockholders and to evolving our governance practices in support of long-term stockholder value.

During 2025, we conducted a comprehensive stockholder outreach program, engaging investors representing more than 61% of our outstanding shares. We held in-person meetings, one-on-one calls, and video conferences with approximately 68% of our top 25 largest stockholders and 80% of our top 10 largest stockholders. Our Chief Executive Officer, Chief Financial Officer, and Vice President of Corporate Development participated directly in these discussions, reinforcing our commitment to senior-level engagement. In addition, members of our leadership team attended nine investor conferences during the year.

We also maintained ongoing dialogue through our investor relations program and expanded our engagement with stewardship and governance professionals throughout 2025 to ensure continued transparency and responsiveness to stockholder perspectives.

Board Responsiveness and Director Election Vote Outcomes

The Company values stockholder feedback expressed through engagement and through annual meeting vote results. While our directors are elected by a plurality of votes cast in uncontested elections, the board and the nominating and corporate governance committee monitor voting trends as meaningful signals and consider them as part of our ongoing governance and board effectiveness review. This includes detailed discussions of voting trends from our last annual meeting. Regarding those votes, the board reviewed the director election results, including the level of support received by each nominee, and discussed the feedback we received from stockholders and proxy advisory firms. The board considered (i) the director's contributions and relevant skills, (ii) committee composition and leadership needs, (iii) board continuity and effectiveness, and (iv) stockholder feedback themes, and incorporated these inputs into our 2025-2026 engagement priorities and disclosure enhancements.

Compensation Governance

Hedging and Pledging

Pursuant to the Insider Trading Policy, all employees (including directors) are prohibited from engaging in transactions in publicly traded options and other derivative securities with respect to our common stock, including any hedging or similar transaction designed to decrease the risks associated with holding company securities. Our directors and named executive officers are also prohibited from pledging company securities as collateral or holding company securities in a margin account.

Clawback Policy

Our Executive Compensation Recoupment Policy provides for the recoupment of excess incentive compensation paid to executive officers, including the named executive officers, in the event of an accounting restatement due to material noncompliance with financial reporting requirements in accordance with New York Stock Exchange listing standards and Exchange Act Rule 10D-1.

Risk Management

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, and reputational. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day management of risks the company faces, while the board, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, the board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.

The board believes that open communication between management and the board is essential for effective risk management and oversight. The board meets with our Chief Executive Officer and other members of the senior management team at quarterly meetings of the board, where, among other topics, they discuss strategy and risks facing the Company, as well as at such other times as they deemed appropriate.

While the board is ultimately responsible for risk oversight, our board committees assist the board in fulfilling its oversight responsibilities in certain areas of risk. Our audit committee assists the board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting, disclosure controls and procedures, legal and regulatory compliance and cybersecurity, and discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our audit committee also reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures. Our audit committee also monitors certain key risks on a regular basis throughout the fiscal year, such as risks associated with internal control over financial reporting and liquidity risk. Our nominating and corporate governance committee assists the board in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, and corporate governance. Our compensation committee assesses risks created by the incentives inherent in our compensation policies. Finally, the board reviews strategic and operational risk in the context of reports from the management team, receives reports on all significant committee activities at each regular meeting, and evaluates the risks inherent in significant transactions.

Cybersecurity

Protecting the privacy and integrity of information and preventing cybercrimes is a key focus of the Company. The Company is committed to providing networking solutions that enable next-generation networks focused on reliability, availability, scalability and cybersecurity. As cyberattacks increase in volume and complexity, we integrate security as a key attribute in our solutions that further enable our customers to continue to adapt to market trends in artificial intelligence ("AI"), cloud, internet of things and the ever-increasing need for more data, building upon our strong global footprint and leadership in application and network infrastructure.

The board, executive management, and audit committee are actively engaged in the oversight of information technology ("IT") risk management, including cybersecurity risk. Executive management and the audit committee share responsibility for overseeing our risk exposure to information security, cybersecurity, and data protection, as well as the steps management has taken to monitor and control such exposure. The board, executive management, and the audit committee receive quarterly reports on IT controls and information security. Additionally, on at least an annual basis, our audit committee reviews and discusses with management our policies and programs with respect to the oversight of IT risk and cybersecurity threats.

Oversight for assessing and managing cybersecurity risk is performed by our IT cybersecurity team, with additional oversight performed by our human resources, internal audit and legal departments. Our executive management is briefed at least quarterly by these teams. Members of the board, audit committee, and executive management are also encouraged to regularly engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs.

The board, executive management, and audit committee are notified of any significant cybersecurity incidents through an escalation process that is established in our incident response plan and incorporated into our disclosure controls and procedures. Additionally, we maintain a third-party vendor relationship that is available for on-demand incident response and investigation, as needed.

Corporate Responsibility

 

We are committed to maintaining the highest standards of ethics and corporate governance, and to fostering an inclusive workforce. We believe these practices will deliver the highest value for our employees, customers, partners and stockholders. Our global footprint provides an additional level of sustainability for business performance, and we carry through this responsibility across all our global locations. For this reason, we have sustainability, workplace, and governance policies to ensure that our Company is working towards continuing to a sustainable future in the following areas:

Sustainability

We are committed to business practices that preserve the environment, recognizing its fundamental role in sustaining our society and economy. We adhere to and strive to exceed all legal and compliance requirements related to our people, products, and operations. Additionally, we aim to deliver products and services that minimize environmental impact across our entire value chain.

Workplace Standards

We believe in fostering an inclusive environment for employees, as well as encouraging equity and inclusion within the customer and partner ecosystem, and our community at large. We strive to create a corporate culture that values diverse backgrounds and innovative thinking. We stand against all discrimination as stated in our Statement Against Discrimination.

Governance

We are committed to maintaining strong corporate governance practices that promote accountability, transparency, ethical conduct, and long-term value creation. Our governance framework reflects evolving regulatory requirements, industry best practices, and ongoing feedback from employees, customers, partners, vendors, and stockholders.

•	With respect to director commitments, the nominating and corporate governance committee reviews outside board service as part of its evaluation process and considers whether directors have sufficient time to effectively fulfill their responsibilities.

•	Stockholder input is important in shaping our executive compensation philosophy and program design. The compensation committee reviews stockholder feedback following each annual meeting and considers that feedback in its ongoing evaluation of compensation practices. See "2025 Say on Pay."

			Annual Cash Retainer ($)
Annual retainer			80,000
Additional retainer for audit committee chair			20,000
Additional retainer for audit committee member			7,500
Additional retainer for compensation committee chair			12,000
Additional retainer for compensation committee member			5,000
Additional retainer for nominating and governance committee chair			7,500
Additional retainer for nominating and governance committee member			3,500
Additional retainer for non-executive chairperson of the board (if applicable)1			30,000
Additional retainer for independent lead director			15,000

1	During 2025, we had an executive chairperson of the board. Accordingly, no payment was made in relation to this position in 2025.

Director Compensation

The following table provides information regarding the total compensation that was paid by the Company to each of our non-employee directors in 2025. None of our non-employee directors were granted option awards in 2025.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The board is currently composed of five members. At the Annual Meeting, each of the five recommended nominees, if elected, will serve for a one-year term. Each director's term continues until the election and qualification of his or her successor, or such director's earlier death, resignation, or removal.

Nominees

As recommended by the nominating and corporate governance committee, the board's nominees for election to the board are the following current members of the board: Tor R. Braham, Peter Y. Chung, Eric Singer, Dhrupad Trivedi and Dana Wolf. If elected, each nominee would hold office until the annual meeting to be held in 2027 and until their successor is elected and qualified or until their earlier death, resignation or removal. For information concerning the nominee, please see the section titled "Board of Directors and Corporate Governance."

If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted "for" the election of the nominees listed above. Each nominee has advised us that they are willing to serve on the board, if elected; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the board to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.

Board Consideration of Votes

Although the bylaws provide for election by plurality in uncontested elections, if any incumbent director nominee receives more WITHOLD votes than FOR votes, the nominating and corporate governance committee will continue to review the voting results and related stockholder feedback and will recommend to the board any actions it believes are appropriate under the circumstances.

Vote Required

The election of each director requires a plurality vote of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Broker non-votes will have no effect on the outcome of this proposal. You may vote "FOR" or "WITHHOLD" on each of the nominees for election as a director.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"

EACH OF THE NOMINEES NAMED ABOVE.

PROPOSAL NO. 2

ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, requires us to obtain an advisory vote (non-binding) from our stockholders on the compensation of our named executive officers as disclosed pursuant to Section 14A of the Exchange Act. This proposal, commonly known as a "Say-on-Pay" proposal, gives our stockholders the opportunity to express their views on our named executive officers' compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement.

The Say-on-Pay vote is advisory, and therefore is not binding on us, the compensation committee or the board. However, the Say-on-Pay vote will provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which the compensation committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. The board and our compensation committee value the opinions of our stockholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will endeavor to communicate with stockholders to better understand the concerns that influenced the vote, consider our stockholders' concerns and the compensation committee will evaluate whether any actions are necessary to address those concerns.

We believe that the information provided in the "Executive Compensation" section of this proxy statement, and in particular the information discussed in "Executive Compensation-Compensation Discussion and Analysis" beginning on page 23 below, demonstrates that our executive compensation program was designed appropriately and is working to ensure management's interests are aligned with our stockholders' interests to support long-term value creation. Accordingly, we ask our stockholders to vote "FOR" the following resolution at the Annual Meeting:

"RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to the named executive officers, as disclosed in the proxy statement for the 2026 Annual Meeting pursuant to Item 402 of Regulation S-K and other compensation disclosure rules of the SEC, including the compensation discussion and analysis, compensation tables and narrative discussion, and other related disclosure."

Vote Required

The approval, on an advisory and non-binding basis, of the compensation of our named executive officers as described in this proxy statement requires the affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions are considered as a vote "AGAINST" the proposal because an abstention represents a share entitled to vote on this proposal. Broker non-votes will have no effect on the outcome of this proposal. You may vote "FOR," "AGAINST" or "ABSTAIN" on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL,

ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

AS DESCRIBED IN THIS PROXY STATEMENT.

PROPOSAL NO. 3

ADVISORY VOTE REGARDING THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

The Dodd-Frank Act and Section 14A of the Exchange Act also requires us to obtain an advisory vote (non-binding), at least once every six years, from our stockholders indicating their preference on how frequently we should solicit a non-binding advisory vote on the compensation of our named executive officers as disclosed in our proxy statement. Accordingly, we are asking our stockholders to indicate whether they would prefer an advisory vote every one, two or three years. Alternatively, stockholders may abstain from casting a vote.

After considering the benefits and consequences of each alternative, our board recommends that the advisory vote on the compensation of our named executive officers be submitted to the stockholders every year. In formulating its recommendation, our board considered that compensation decisions are made annually and that an annual advisory vote on executive compensation will allow the board, management, and our stockholders to engage in a timely, open, and meaningful dialogue regarding our compensation philosophy, policies and practices.

Vote Required

You may indicate your preference regarding the frequency of holding future advisory votes on executive compensation every "1 YEAR," "2 YEARS" or "3 YEARS", or you may "ABSTAIN" from voting on this proposal. The frequency-one year, two years or three years-receiving the highest number of votes will be considered the frequency of holding future advisory votes on executive compensation recommended by stockholders. Abstentions and broker non-votes will not affect the outcome of this proposal.

While our board believes that its recommendation is appropriate at this time, the stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preference, on an advisory basis, as to whether the non-binding advisory vote on the approval of our named executive officer compensation should be held every year, two years or three years.

Our board and our compensation committee value the opinions of our stockholders in this matter and, to the extent there is any significant vote in favor of one time period over another, will take into account the outcome of this vote when making future decisions regarding the frequency of holding future advisory votes on the compensation of our named executive officers. However, because this is an advisory vote and therefore not binding on our board or our company, our board may decide that it is in the best interests of our stockholders that we hold an advisory vote on the compensation of our named executive officers more or less frequently than the option preferred by our stockholders. The results of the vote will not be construed to create or imply any change or addition to the fiduciary duties of our board.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO HOLD FUTURE ADVISORY VOTES

ON NAMED EXECUTIVE COMPENSATION EVERY "ONE YEAR".

PROPOSAL NO. 4

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The audit committee of the board appointed Grant Thornton LLP ("Grant Thornton"), an independent registered public accounting firm, to audit our consolidated financial statements for our fiscal year ending December 31, 2026. Grant Thornton has served as our independent registered public accounting firm since June 2023. Representatives of Grant Thornton will be present at the Annual Meeting, and they will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders.

At the Annual Meeting, our stockholders are being asked to ratify the appointment of Grant Thornton as our independent registered public accounting firm for our fiscal year ending December 31, 2026. The audit committee is submitting the appointment of Grant Thornton to our stockholders because we value our stockholders' views on our independent registered public accounting firm and as a matter of good corporate governance. If our stockholders do not ratify the appointment of Grant Thornton, the board may reconsider the appointment. 

Notwithstanding the appointment of Grant Thornton and even if our stockholders ratify the appointment, the audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if the audit committee believes that such a change would be in the best interests of the Company and its stockholders.

On November 4, 2024, the Company engaged Grant Thornton UK LLP ("Grant Thornton UK") to audit the financial statements of the Company's wholly-owned subsidiary, A10 Networks Limited for the fiscal year ended December 31, 2023, and to provide certain other related services (collectively, the "UK Audit Services"). The UK Audit Services continued into 2025. In approving the selection of Grant Thornton as our independent registered public accounting firm, the audit committee considered these services previously provided by Grant Thornton UK and concluded that such services by Grant Thornton UK would not adversely affect the independence of Grant Thornton.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to the Company by Grant Thornton for our fiscal year ended December 31, 2025 and December 31, 2024.

Auditor Independence

In approving the selection of Grant Thornton as our independent registered public accounting firm, the audit committee considered the services previously provided by Grant Thornton UK, as discussed above, and concluded that such services by Grant Thornton UK would not adversely affect the independence of Grant Thornton.

In our fiscal year ended December 31, 2025, there were no other professional services provided by Grant Thornton, other than those listed above, that would have required the audit committee to consider their compatibility with maintaining the independence of Grant Thornton.

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

The audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under the policy, the audit committee is required to pre-approve all audit and non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair the public accountants' independence. All fees paid to Grant Thornton for our fiscal year ended December 31, 2024 and December 31, 2025 were pre-approved by the audit committee.

Vote Required

The ratification of the appointment of Grant Thornton requires the affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote "AGAINST" the proposal because an abstention represents a share entitled to vote on this proposal. Broker non-votes will have no effect on the outcome of this proposal. You may vote "FOR," "AGAINST" or "ABSTAIN" on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF

THE APPOINTMENT OF GRANT THORNTON LLP.

REPORT OF THE AUDIT COMMITTEE

The audit committee is a committee of the board comprised solely of independent directors as required by the listing standards of the New York Stock Exchange and rules and regulations of the SEC. The audit committee operates under a written charter approved by the board, which is available on our website at https://investors.a10networks.com/ . The composition of the audit committee, the attributes of its members and the responsibilities of the audit committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The audit committee reviews and assesses the adequacy of its charter and the audit committee's performance on an annual basis.

With respect to our financial reporting process, our management is responsible for (1) establishing and maintaining internal controls and (2) preparing our consolidated financial statements. Our independent registered public accounting firm is responsible for auditing these financial statements. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare our financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:

Based on the audit committee's review and discussions with management and Grant Thornton, the audit committee recommended to the board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for filing with the SEC.

Respectfully submitted by the members of the audit committee of the board:

Tor R. Braham (Chair)

Peter Y. Chung

Eric Singer

This report of the audit committee is required by the SEC and, in accordance with the SEC's rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended ("Securities Act"), or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed "soliciting material" or "filed" under either the Securities Act or the Exchange Act.

EXECUTIVE OFFICERS

The following table identifies certain information about our executive officers as of March 10, 2026. Officers are elected by the board to hold office until their successors are elected and qualified. There are no family relationships among any of our directors or executive officers.

Dhrupad Trivedi is also a director of our company. Please see the section titled "Board of Directors and Corporate Governance" for his background and experience.

Michelle Caron has served as our Chief Financial Officer since September 2025. Ms. Caron served as Vice President Finance and Chief Financial Officer of Beckman Coulter Life Sciences, a division of Danaher Corporation (NYSE: DHR) from June 2021 to September 2025. From July 2019 to June 2021, Ms. Caron served as Global Financial Officer - Business Unit, Lab, Food and Beverage, and Medical for Pall Corporation, a subsidiary of Danaher Corporation. With more than 20 years of finance leadership experience, Ms. Caron has led initiatives in operational excellence, mergers and acquisitions, budgeting, and strategy development. Prior to Danaher Corporation, she held Chief Financial Officer and other finance roles at Phenomenex (acquired by Danaher Corporation in 2016), Philips Healthcare and Stryker Biotech. Ms. Caron is a certified public accountant and has an MBA from Southern Connecticut State University.

Sheen Khouryhas served as our Executive Vice President of Sales and Marketing since June 2025. Mr. Khoury brings over 30 years of sales leadership experience. From June 2023 to June 2025 Mr. Khoury served as Vice President, Global Software Sales and Morpheus Sales at Hewlett Packard Enterprise (NYSE: HPE). From July 2020 to June 2023, Mr. Khoury served as Chief Revenue Officer of OpsRamp, an IT Operations Management (ITOM) SaaS company, which was acquired by HPR in May 2023. Throughout his career, Mr. Khoury has held senior sales leadership roles at companies such as Virtana, Vyatta (a Brocade Company), Aerohive Networks, Citrix (Netscaler), Exodus, and Oracle. He is recognized for building and coaching high-performing global sales teams, as well as for working cross-functionally with product and engineering teams to align go-to-market strategies with evolving customer needs and market dynamics. Mr. Khoury brings deep experience in the enterprise and security markets in North America. Mr. Khoury is a graduate of Arizona State University's W.P. Carey School of Business.

Scott Weber has served as our General Counsel and Corporate Secretary since June 2022. Mr. Weber has over thirty years of legal experience. From July 2019 through June 2022, Mr. Weber was Sr. Director / Associate General Counsel of Workday, Inc. (Nasdaq: WDAY) where he managed a dedicated commercial legal team in support of the North America large sales organization and Workday's global contracts operations team. Prior to Workday, Mr. Weber served as Lumina Networks Inc.'s General Counsel in San Jose, California after relocating from Singapore where he had spent 10 years leading Juniper Network, Inc.'s (NYSE: JNPR) Asian Legal department. His work at the Company includes oversight of the Company's legal and corporate compliance-related activities. Mr. Weber has a J.D. in law from Southern Methodist University and a B.A. from Emory University.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

At-a-Glance

This Compensation Discussion and Analysis provides an overview of the material components of our executive compensation program. The following persons are collectively referred to in this Compensation Discussion and Analysis and the accompanying compensation tables as our Named Executive Officers ("NEOs"):

Business Context for Executive Compensation

A10 is a global provider of secure application and network infrastructure solutions that enable enterprises and service providers to deliver high-performance, reliable, and protected digital services across on-premises, hybrid cloud, and distributed environments Our solutions operate in mission-critical environments where availability, scalability, low latency, and security are essential, and are delivered through an integrated architecture spanning application delivery, traffic management, DDoS protection, and application and API security.

During 2025, we continued executing on our strategy to unify performance and security within a common platform architecture while expanding our cybersecurity capabilities and enterprise market presence. We advanced investments in AI-related infrastructure capabilities, strengthened our flexible capacity and term-based offerings, and in February 2025, we acquired the assets and key personnel of ThreatX Protect, adding cloud-delivered web application and API protection capabilities and further advancing our position in enterprise security markets.

Our executive compensation program is designed to support this strategic framework. Annual and long-term incentive metrics emphasize revenue growth, operating margin performance, and disciplined execution, reflecting our focus on profitable growth, operational efficiency, and long-term total shareholder return. By aligning compensation outcomes with measurable financial and operating performance, we reinforce accountability for executing our strategy while maintaining capital discipline.

Financial Summary and Compensation Highlights

 

Fiscal 2025 was focused on disciplined execution, expansion of our security portfolio, integration of the ThreatX Protect acquisition, and continued emphasis on profitable growth and capital efficiency. The compensation committee's decisions reflect alignment between Company performance and executive pay outcomes.

Based on these results, the compensation committee determined that 2025 executive compensation outcomes appropriately reflected Company financial performance, stockholder returns, and disciplined execution against our strategic objectives.

2025 Say on Pay

At our 2025 Annual Meeting, stockholders voted strongly in support of our executive compensation program with approximately 97% of votes cast in support of the Company's say-on-pay proposal. We continue to engage our stockholders on various issues through an extensive and thoughtful investor relations program. During this engagement, stockholders have an opportunity to provide feedback on a variety of topics, including executive compensation. The

Company's outreach via investor conferences and other means has increased and we have received strong favorable support from our stockholders over the past few years. The compensation committee considers stockholders' viewpoints in the development and approval of all compensation policies and practices at A10 Networks, Inc.

Compensation Practices

We are committed to sound executive compensation policies and practices, as highlighted in the following table.

What Guides Our Program

Compensation Philosophy

Our executive compensation program is designed to attract and retain the best available personnel for positions of substantial responsibility, provide incentives for such persons to perform to the best of their abilities, and to reward our NEOs and other corporate officers for achieving strong operational performance and delivering on our Company's strategic initiatives, both of which are important to the long-term success of the Company. Our philosophy is underpinned by the following key principles:

Principal Elements of Compensation

Our compensation philosophy is supported by the following principal elements of compensation:

Compensation Program Risk Assessment

Our compensation committee is required to assess whether our compensation policies and practices and, in particular, our performance-based compensation practices, encourage executives or other employees to take unnecessary or unreasonable risks that could threaten the long-term value of the Company or that are reasonably likely to have a material adverse effect on the Company. Our compensation committee does not believe that our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. Rather, our compensation committee believes that our practices adequately manage risk because:

Pay Mix

The charts below show the Total Direct Compensation ("TDC") of our Chief Executive Officer ("CEO") and our other NEOs for fiscal 2025. These charts illustrate that a majority of executive compensation is at-risk (90% for our CEO and an average of 71% for our other NEOs).

 

2025 Executive Compensation Program in Detail

Base Salary

Base salary is the primary fixed component of our NEOs' compensation. We use base salary to compensate our NEOs for services rendered during the fiscal year and to ensure that we remain competitive in attracting and retaining executive talent. In making base salary decisions, the compensation committee considers the CEO's recommendations, as well as each NEO's position and level of responsibility within the Company. The compensation committee takes into account factors such as relevant market data as well as individual performance and contributions. We typically review and consider adjustments to our NEOs' base salaries on an annual basis, and consistent with such practice, our compensation committee provided appropriate increases to the base salaries of our CEO and Chief Financial Officer ("CFO") and General Counsel to keep pay in line with our peers.

2025 Executive Cash Incentive Plan

Our approach to annual incentive compensation supports our pay-for-performance philosophy and aligns individual payouts with the goals set forth in our annual operating plan. Under the Executive Cash Incentive Plan, executives are eligible for cash awards based on our attainment of performance goals established by the compensation committee as part of our annual operating and strategic planning process. Unless otherwise determined by our compensation committee, to earn an actual award a participant must be employed by the Company (or an affiliate of the Company) through the date the bonus is paid.

Target Award Opportunities

Our compensation committee considered (i) the desired target total cash compensation opportunity and target total direct compensation opportunity that it believed were reasonable and appropriate for each executive officer, (ii) each executive officer's prior annual cash incentive awards, (iii) our current business environment, (iv) the competitive market data, and (v) each executive officer's past performance, anticipated future contributions, role, responsibilities, skills and experience when establishing their target award opportunities for 2025. Target award opportunities for our NEOs for fiscal 2025, prorated for the time served in the role, were as follows:

2025 Corporate Goals and Individual Performance Factors

The 2025 Executive Cash Incentive Plan is funded based upon corporate financial performance based on two objectives: Revenue and non-GAAP adjusted net earnings before interest, taxes, depreciation and amortization ("adjusted EBITDA"). These goals are linked to excess performance relative to our peer group. Each performance objective has an established threshold, target and maximum performance objective which corresponds to payout levels of 60%, 100% and 140% of target incentives, respectively.

Our 2025 financial goals are based on our operating plan approved by the board, whose intent was to reward participants for growing the business and increasing profitability. The achievement percentage for each corporate

objective is subject to linear interpolation between established goals. Each participant's calculated cash incentive award is then adjusted by an individual performance multiplier. In no event may the participant's annual incentive opportunity exceed 140% of the target incentive opportunity. No payment will be made for achievement below the threshold performance levels.

2025 Corporate Results and Individual Performance Determination

In early 2026, our compensation committee reviewed our achievement against our corporate performance goals. Based on 2025 revenue of $290.6 million (a $28.9 million, or 11%, improvement year-over-year) and adjusted EBITDA of $86 million (representing 29.6% of revenue, in line with stated goals for profitability), resulting in a 140% payout opportunity for the Revenue goal and a 124.2% payout opportunity for the adjusted EBITDA goal combined for a 132.1% overall achievement level. After multiplying the corporate performance factor by the individual performance factor, the below awards were earned by the NEOs for 2025. Individual performance was measured based on a qualitative assessment of the NEO's overall contributions to the Company's 2025 success in terms of revenue and adjusted EBITDA.

2025 Long-Term Equity Incentive Compensation

The compensation committee believes that a significant emphasis on performance-based restricted stock unit awards ("PSUs") enhance the pay-for-performance aspect of the compensation program and also further align the interests of executive management with our stockholders. Accordingly, on February 6, 2025, the compensation committee approved equity awards for certain of our NEOs with 50% of the target award value consisting of PSUs, and 50% of the award value consisting of RSUs covering the following target number of shares of our common stock:

2025 PSU Awards

One-half (1/2) of the shares of our common stock subject to the PSU awards will become eligible to vest upon the achievement of each of the two distinct stock price targets as set forth below (the "Performance Milestones") subject to continued service to the Company (the "Eligible Portion"). The Eligible Portion will vest in three installments, with the first one-half (1/2) of the Eligible Portion to vest within thirty (30) days of achievement of the respective Performance Milestone and an additional one-quarter (1/4) of the Eligible Portion to vest on each of the first and second anniversaries of achievement of the Performance Milestone, subject in each case to continued service on each such date.

$20.41 Performance Milestone: One-half (1/2) of the shares of the Company's common stock subject to the PSU award will become an Eligible Portion upon the achievement of $20.41 or greater 100-Day Volume Weighted Average Stock Price ("VWAP") occurring in the period beginning on the date of grant of the PSU award and ending on the four (4) year anniversary of such date (the "Performance Period").

$22.26 Performance Milestone: One-half (1/2) of the shares of the Company's common stock subject to the PSU award will become an Eligible Portion upon the achievement of $22.26 or greater VWAP during the Performance Period.

On the date of grant of the PSU awards, the VWAP was $17.85. As of December 31, 2025, neither Performance Milestone was met.

2025 RSU Awards

The RSUs comprised the remaining 50% of the annual equity awards to each of the above-named executive officers and vest in three equal, annual installments with a first vest date of February 1, 2026, subject in each case to the NEO's continued service through each vesting date.

2025 New Hire NEO Awards

In July 2025, in connection with his joining the company, our compensation committee approved the grant to Mr. Khoury of time-based PSUs covering 35,000 shares of our common stock and RSUs covering 35,000 shares of our common stock.

In September 2025, in connection with her joining the company, our compensation committee approved the grant to Ms. Caron of time-based PSUs covering 13,706 shares of our common stock and RSUs covering 13,706 shares of our common stock.

Both Mr. Khoury's and Ms. Caron's PSU awards include both performance-based vesting and service-based vesting and will become eligible to vest upon the achievement of the $20.41 or greater VWAP during the Performance Period (the "New Hire Performance Milestone"), as well as continued service to the Company. The vesting of the shares of the Company's common stock subject to the PSU Award will occur in three installments, with the first fifty percent (50%) of the shares of the Company's common stock subject to the PSU Award to vest within thirty (30) days of achievement of the New Hire Performance Milestone and an additional one-quarter (1/4th) to vest on each of the first and second anniversaries of achievement of the New Hire Performance Milestone, subject in each case to continued service on each such date. On the date of grant of Mr. Khoury's PSU award, the VWAP was $17.43, and on the date of grant of Ms. Caron's PSU award, the VWAP was $18.14. As of December 31, 2025, the New Hire Performance Milestone had not been met.

Mr. Khoury RSU is scheduled to vest in three equal, annual installments with a first vest date of June 5, 2026, subject in each case to Mr. Khoury's continued service through each vesting date.

Ms. Caron's RSU is scheduled to vest in four equal, annual installments with a first vest date of October 5, 2026, subject in each case to Ms. Caron's continued service through each vesting date.

2026 Equity Awards

On February 12, 2026, after considering current peer practice, the compensation committee approved equity awards for certain of our NEOs with 50% of the target award value consisting of PSUs, and 50% of the award value consisting of RSUs covering the following target number of shares of our common stock.

The vesting and performance objectives of the 2026 PSUs and RSUs are substantially similar in nature to the 2025 awards, with different VWAP targets ($21.00 and $21.50) for the PSUs. The grant amounts and % of PSUs/RSUs reflects peer practice. On the date of grant, the 2026 Equity Awards, the VWAP was $17.78.

Other Compensation Practices, Policies and Guidelines

Clawback Policy

Effective as of October 26, 2023, we adopted a clawback policy that provides for the recoupment of excess incentive compensation paid to executive officers, including our NEOs, in the event of an accounting restatement due to material noncompliance with financial reporting requirements in accordance with NYSE listing standards and Exchange Act Rule 10D-1. The policy applies to compensation that is granted, earned, or vested based in whole or in part upon the attainment of a financial reporting measure and provides for the reimbursement or forfeiture by the executive officer of the excess portion of the compensation received by the executive officers during the three preceding fiscal years.

Hedging and Pledging

Pursuant to the Insider Trading Policy, all employees (including executives) are prohibited from engaging in transactions in publicly traded options and other derivative securities with respect to our common stock, including any hedging or similar transaction designed to decrease the risks associated with holding company securities. Our named executive officers are also prohibited from pledging company securities as collateral or holding company securities in a margin account.

Retirement Plan

We maintain a tax-qualified 401(k) retirement plan for all employees who satisfy certain eligibility requirements under the plan. Participants of our 401(k) plan are able to defer a percentage of their eligible compensation, subject to applicable annual Internal Revenue Code and plan limits. All participants' interests in their deferrals are 100% vested when contributed. We also provide discretionary matching contributions under our 401(k) plan that generally vest over a 4-year period based on the participant's employment. For 2025, the Company made a match of 50% of the first 6% of eligible compensation contributed, for up to $5,000 per year. Pre-tax or post-tax (Roth 401(k)) contributions are allocated to the participant's individual account and are then invested in selected investment alternatives according to the participant's directions. The 401(k) plan is intended to qualify under Internal Revenue Code Section 401(a) with the plan's related trust intended to be tax exempt under Internal Revenue Code Section 501(a). As a tax-qualified retirement plan, the 401(k) plan allows contributions (on traditional 401(k) plans), and earnings on those contributions, not to be taxable to the employees until distributed from the 401(k) plan.

Perquisites and Other Personal Benefits

We generally do not provide perquisites or other personal benefits to our NEOs.

Compensation Upon Termination of Employment

Dr. Trivedi, Ms. Caron, Mr. Khoury and Mr. Weber are eligible to receive certain severance payments and/or benefits in connection with their termination of employment by the Company without cause or by the NEO for good reason (including upon termination within 12 months following a change of control) as provided under their respective Change in Control and Severance Agreements. The triggering events that would result in the severance payments and benefits and the amount of those payments and benefits are intended to provide our NEOs with financial protection upon loss of employment and to support our executive retention goals and enable our NEOs to focus on the interests of the

Company in the event of a potential change of control. The Company does not pay any tax gross-ups in connection with the severance payments. The compensation committee believes that the severance terms and benefits, including triggering events and amounts payable, are competitive with severance protection being offered by other companies with whom we compete for highly qualified executives. The material terms of these agreements, as in effect for 2025, are described below in the section entitled "Executive Officer Employment Agreements."

Equity Grant Practices

We have not granted stock options since 2018, and we do not make any grants of stock appreciation rights or similar option-like instruments. Since 2018, the Company has only granted "full-value awards". Although we do not have a formal policy with respect to the timing of our equity award grants, in the recent past, the majority of our equity awards have been granted on an annual basis in the first quarter of the fiscal year. New hire and ad hoc grants may be granted throughout the year. We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation.

Tax and Accounting Considerations

In determining executive compensation, the compensation committee also considers, among other factors, the possible tax consequences to us and to our executives. To maintain maximum flexibility in designing compensation programs, the compensation committee, while considering company tax deductibility as one of its factors in determining compensation, will not limit compensation to those levels or types of compensation that are intended to be deductible.

The Decision-Making Process

The Role of the Compensation Committee. The compensation committee oversees the executive compensation program for our NEOs. The compensation committee is comprised of independent, non-employee members of the board. The compensation committee works very closely with its independent consultant and management to examine the effectiveness of the Company's executive compensation program throughout the year. The compensation committee makes all final compensation and equity award decisions regarding our NEOs, except for the CEO, whose compensation is determined by the independent members of the full board, based upon recommendations of the compensation committee.

The Role of Management.In order to decide how to compensate our executive officers, our compensation committee considers the recommendations of our CEO regarding compensation for the respective executive officers that report to him based on our results and each executive officer's contribution toward these results and overall performance. Our CEO does not make recommendations as to his own compensation.

The Role of the Independent Consultant.The compensation committee may choose to engage an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs.

The Role of Competitive Market Data.Our compensation committee also decides how to compensate our executive officers, including our CEO, by considering competitive market data. For purposes of setting target compensation levels for 2025, we used information from Radford-AON to help us determine the appropriate level of overall target compensation for our executive officers. In making its determinations, the compensation committee reviewed information summarizing the compensation paid at peer group companies and more broad-based compensation surveys. The companies in the fiscal 2025 peer group were developed based on similarity in size and operations within the industries in which we operate and were as follows:

It is important to note that this market data is not the sole determinant in setting pay levels for the NEOs. The compensation committee also considers Company and individual performance and the nature of an individual's role within the Company, as well as his or her experience and contributions to his or her current role when making its compensation-related decisions.

Compensation Committee Report

The compensation committee has reviewed and discussed with management the section titled "Compensation Discussion and Analysis" above. Based on such review and discussion, the compensation committee recommended to the board that the Compensation Discussion and Analysis be included in this proxy statement.

Respectfully submitted by the members of the compensation committee of the board:

Peter Y. Chung (Chair through February 10, 2026)

Eric Singer

Dana Wolf

Fiscal 2025 Summary Compensation Table

The following table provides information regarding the compensation paid to, or earned by, our named executive officers (each, an "NEO" and together, the "NEOs") for each of our fiscal years ended December 31, 2025, 2024 and 2023.

Grants of Plan-Based Awards in 2025

The following table shows information regarding cash incentive and equity awards granted to our NEOs during our fiscal year ended December 31, 2025.

Outstanding Equity Awards at 2025 Year-End

The following table sets forth information regarding outstanding stock options and stock awards held by our NEOs as of December 31, 2025. The closing price per share on the NYSE of our common stock as of December 31, 2025 was $17.69 per share, which was used as the value of our common stock in the calculations.

subject to the $15.23 Performance Milestone vesting on the one year anniversary of achievement of the $15.23 Performance Milestone. The remaining shares subject to the $15.23 Performance Milestone are scheduled to vest as to one-fourth (1/4) on the second anniversary of the achievement of the $15.23 Performance Milestone, subject to continued service to the Company. The second performance milestones (the "$16.71 Performance Milestone") of this PSU was met on January 15, 2025, and one-half (1/2) of the shares subject to the $16.71 Performance Milestone vested on January 23, 2025. The remaining shares subject to the $16.71 Performance Milestone are scheduled to vest as to one-fourth (1/4) on each of the first and second anniversaries of the achievement of the $16.71 Performance Milestone, subject to continued service to the Company subject to continued service to the Company.

Option Exercises and Stock Vested in 2025

The following table sets forth the number of shares of common stock acquired during 2025 by our NEOs upon the exercise of stock options and the vesting of stock awards and the value realized upon such exercise or vesting.

Pension Benefits & Nonqualified Deferred Compensation

We do not provide a pension plan for our employees, and none of our NEOs participated in a nonqualified deferred compensation plan during 2025.

Executive Officer Employment Agreements

We entered into employment offer letters with our NEOs in connection with commencement of employment with us. Dr. Trivedi, Ms. Caron, Mr. Khoury and Mr. Weber are eligible to receive certain severance payments and/or benefits in connection with their termination of employment under various circumstances, including following a change in control, pursuant to written change in control and severance arrangements described below.

Change in Control and Severance Agreements

We entered into a Change in Control and Severance Agreement (each, an "Agreement" and together, the "Agreements") with each of Dr. Trivedi, Ms. Caron, Mr. Khoury and Mr. Weber.

Each Agreement provides that upon completion of at least one year of employment in an executive role, except in the case of Dr. Trivedi who did not have a one year threshold, if (a) we terminate the executive's employment with us for any reason other than for Cause (as defined below) and not due to the executive's death or Disability (as defined in the Agreement), or (b) the executive resigns for Good Reason (as defined below), and in each case the termination does not occur during the Change in Control Period (as defined below), the executive will receive the following severance benefits: (i) continuing payments of salary at a rate equal to executive's base salary rate in effect immediately prior to the executive's termination for a period of 12 months in the case of Dr. Trivedi or 9 months in the case of the other NEOs, and (ii) continuing payments to reimburse the executive for COBRA continuation coverage for a period of up to 12 months in the case of Dr. Trivedi or 9 months in the case of the other NEOs.

Each agreement further provides that if we terminate the executive's employment with us for any reason other than Cause and not due to the executive's death or disability, or the executive resigns for Good Reason, and in each case the termination occurs during the Change in Control Period, the executive will receive the following severance benefits: (i) a lump sum cash payment equal to 100% of the greater of the executive's salary in effect as of immediately prior to his employment termination or the Change in Control, (ii) a lump sum cash payment equal to 100% of the greater of the executive's target bonus in effect for the year in which the executive's employment terminates or the Change in Control occurs, (iii) continuing payments to reimburse the executive for COBRA continuation coverage for a period of up to 12 months, (iv) 100% accelerated vesting of the executive's outstanding equity awards that are subject to continued service-based vesting criteria and that no longer are or never were subject to the achievement of performance-based or other similar vesting criteria, and (v) unless otherwise provided in the equity award agreement (in the case of Mr. Trivedi), performance-vested equity awards shall be subject to 100% accelerated vesting assuming the relevant performance criteria had been achieved at target levels for the relevant performance period(s).

In order to receive the severance benefits under the Agreement, the executive must sign and not revoke a release of claims in our favor and comply with confidentiality obligations.

As defined in the Agreements, "Cause" generally means the executive's (i) repeated failure to perform his duties and responsibilities to the Company or abide in all material respects with the Company's policies after receiving written notice, (ii) engagement in illegal conduct injurious to the Company in any material respect, (iii) material violation or material breach of his confidential information and invention agreement with the Company that is not cured within 20 days of written notice or is incapable of cure, or (iv) conviction or plea of no contest to a felony (other than motor vehicle offenses that do not materially impair the executive's performance of his employment duties) or any crime involving fraud, embezzlement or other offense involving moral turpitude, and/or committing any act of embezzlement, dishonesty or fraud against or the misappropriation of material property belonging to the Company.

As defined in the Agreements, "Change in Control Period" generally means, subject to the occurrence of a Change in Control, the period beginning on the date that an agreement to enter into such Change in Control is signed and executed and ending on the date 12 months following such Change in Control. As defined in the Agreements, "Change in Control" generally means the occurrence of any of the following events: (i) a change in our ownership that occurs on the date that any one person or persons acting as a group ("Person"), acquires ownership of our stock that, together with the stock already held by such Person, constitutes more than 50% of the total voting power of our stock; or (ii) a change in our effective control that occurs on the date that a majority of members of the board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the board prior to the date of the appointment or election; or (iii) a change in the ownership of a substantial portion of our assets that occurs on the date that any Person acquires (or has acquired during a 12-month period) assets from us with a total gross fair market value equal to or more than 50% of the total gross fair market value of all of our assets immediately prior to such acquisition(s), excluding any transfer to an entity that is controlled by our stockholders immediately after the transfer and any transfer of assets by us to an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by us. For purposes of this definition, gross fair market value means the value of our assets, or the value of our assets being disposed of, determined without regard to any liabilities associated with such assets.

As defined in the Agreements, "Good Reason" generally means the executive's voluntary termination of employment with us within 90 days following the expiration of our cure period following one or more of the following occurring without the executive's prior consent: (i) a material reduction in the executive's gross base salary other than in connection with a similar reduction for all similarly situated employees; (ii) a material reduction in the executive's authority, duties, or responsibilities; or (iii) a relocation of the executive's principal place of work to a location that is more than 50 miles from his current principal work site for us. The executive may not resign for Good Reason without first providing us with notice within 60 days of the initial existence of the condition that he believes constitutes Good Reason identifying the grounds for Good Reason and a reasonable cure period of at least 30 days following the date of such notice, during which such grounds must not have been cured.

PSU and RSU Agreements

Each of the NEO's PSU agreements that include stock price-based targets provides that if a Change in Control occurs and any performance milestone has not yet been met, then the per share consideration to be received by our stockholders in the transaction will be measured against such performance milestone to determine whether such performance milestone has been achieved. Any portion of the PSU award for which such performance milestone is deemed achieved (based on the transaction price paid in the Change in Control) will thereafter be subject only to the time-based vesting criteria. In addition, if we terminate an NEO's employment with us for any reason other than Cause (as defined above) and not due to the executive's death or Disability (as defined in the award agreement), or the NEO resigns for Good Reason (as defined above), and in each case the termination occurs during the Change in Control Period (as defined above), such NEO will receive 100% accelerated vesting of the outstanding the portion of the PSU award for which any performance milestone has been met.

Each of the NEO's RSU agreements provides that if we terminate an NEO's employment with us for any reason other than Cause (as defined above) and not due to the executive's death or Disability (as defined in the award agreement), or the NEO resigns for Good Reason (as defined above), and in each case the termination occurs during the Change in Control Period (as defined above), such NEO will receive 100% accelerated vesting of the outstanding equity awards of the RSU.

Potential Payments Upon Termination or Change in Control

The following table provides an estimate of the payments and benefits that would be provided in the circumstances described above for each of the NEOs, assuming the triggering event took place on December 31, 2025 and based on the $17.69 closing price per share of our common stock on the NYSE on that date. A number of factors may affect the nature and amount of any potential payments or benefits, and as a result, the payments and benefits actually paid (if any) may be different. For example, a triggering event may occur on a date other than December 31, 2025, the price per share of our common stock on the date of the triggering event may be higher or lower than $17.69 or the assumptions relied upon in the estimate of potential payments and benefits below may not reflect the actual circumstances of the triggering event. Accordingly, there is no guarantee that a triggering event would produce the same or similar results as those estimated below. Ms. Caron and Mr. Khoury had not met the one-year employment requirement as of December 31, 2025, as specified in their Change in Control and Severance Agreements, so they would not be eligible for any severance or acceleration of vesting pursuant to such agreements.

Termination of Employment Unrelated to a Change in Control

Termination of Employment in Connection with a Change in Control