8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 2, 2025

A10 NETWORKS, INC.

(Exact name of registrant as specified in its charter)

(408) 325-8668

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 2, 2025, Brian Becker resigned as the Chief Financial Officer of A10 Networks, Inc., (the “Company”) and director of various A10 foreign entities, effective September 30, 2025. Mr. Becker has agreed to remain with the Company to assist in transition matters, and no disruption to current operations or outlook is expected as a result of Mr. Becker’s resignation.

On September 5, 2025, the Company announced that Michelle Caron, age 58, had been appointed as Chief Financial Officer, effective September 24, 2025. Prior to joining the Company, Ms. Caron worked for Beckman Coulter Life Sciences, a division of Danaher Corporation, as its Vice President, Finance and Chief Financial Officer beginning in June 2021. Prior to that, she served as Group Financial Officer of Pall Corporation, a subsidiary of Danaher Corporation, from August 2019 to June 2021 and Chief Financial Officer of Phenomenex, a subsidiary of Danaher Corporation, from November 2016 to August 2019. There are no family relationships between Ms. Caron and any director, executive officer or person nominated by the Company to become director or executive officer, and there are no transactions between Ms. Caron or any of her immediate family members, on the one hand, and the Company or any of its subsidiaries, on the other, that would be required to be reported under Item 404(a) of Regulation S-K.

In connection with her appointment, Ms. Caron entered into an offer letter providing for an annual base salary of $400,000, a signing bonus of $150,000 and eligibility to receive an annual performance-based bonus with a target of 50% of base salary pursuant to the A10 Executive Cash Incentive Plan. Additionally, the offer letter provides that management will recommend to the Company’s Board of Directors that she be granted an award of a number of restricted stock units in the value of $250,000, vesting annually over 4 years in equal increments, and an award of a number of performance-based restricted stock units in the value of $250,000, vesting in tranches upon the achievement of a certain trailing 100 calendar day VWAP during a four-year performance period, or earlier in connection with a change in control. Ms. Caron will also be eligible for the Company’s standard executive change in control severance benefits package.

A copy of the press release announcing this executive transition is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Forward Looking Statements

Item 5.02 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, including statements regarding the Company’s expectations with respect to the impact of Mr. Becker’s termination on the Company’s operations or outlook. These forward-looking statements involve risks and uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, any unforeseen circumstances within our business or operations, as well as the other business risks, uncertainties and factors contained in the Company’s risk factors set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC, and in other reports filed by the Company with the SEC from time to time. You are cautioned not to unduly rely on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date hereof or to report the occurrence of unanticipated events other than as required by law or regulation.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: September 5, 2025

EX-99.1

Exhibit 99.1

Friday, September 5, 1:05 PM Pacific Time

Media contact:

Karin Gilles

Kgilles@a10networks.com

A10 Networks announces CFO transition

San Jose, Calif.—**(**BUSINESS WIRE) — A10 Networks, Inc. (NYSE: ATEN), a leading provider of secure application services and solutions, today announced that Brian Becker will be stepping down as the Chief Financial Officer and leaving the company at the end of September 2025. Michelle Caron has been appointed to succeed Brian Becker in this position effective September 24, 2025.

“We thank Brian for his contributions over the last several years and wish him success in future endeavors. Brian has been an important part of the leadership team during A10’s progress and has instituted strong processes that will continue to serve us into the future” said, Dhrupad Trivedi, President and CEO.

Dhrupad Trivedi continued, “Michelle brings deep operational and financial expertise from complex, global organizations and a proven ability to align financial strategy with growth opportunities. A10’s strategy remains unchanged and is more relevant to the current market opportunities and customers than ever before. I am confident that Michelle will be a strong asset in the next phase of A10 Networks’ transformation.”

Michelle is based in San Jose and joins A10 with over 20 years of progressive finance leadership experience. Most recently, she served as VP Finance and Chief Financial Officer at Beckman Coulter Lifesciences, a division of Danaher Corporation. Over her 15-year tenure with Danaher, she held roles of increasing responsibility spanning operational excellence, mergers and acquisitions, budgeting and strategy development. Earlier in her career, she held finance and controller roles at Philips Healthcare and Stryker Biotech. Michelle is a Certified Public Accountant and earned her MBA from Southern Connecticut State University. She also has a BS in Accounting from Central Connecticut State University.

About A10 Networks

A10 Networks provides security and infrastructure solutions for on-premises, hybrid cloud, and edge-cloud environments. Our 7000+ customers span global large enterprises and communications, cloud, and web service providers who must provide business-critical applications and networks that are secure, available, and efficient. Founded in 2004, A10 Networks is based in San Jose, Calif., and serves customers globally. For more information, visit A10networks.com and follow us at A10Networks.

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The A10 logo and A10 Networks are trademarks or registered trademarks of A10 Networks, Inc. in the United States and other countries. All other trademarks are the property of their respective owners.

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and information relating to us and our business that are based on the beliefs of our management as well as assumptions made by and information currently available to our management. When used in this communication, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “will,” “forecasts,” “projections,” and similar expressions, as they relate to us or our management, identify forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements, which include but are not limited to the anticipated benefits of the appointment of Michelle Caron as Chief Financial Officer. Such statements reflect our current views with respect to future events, the outcome of which is subject to certain risks, including, but not limited to: the ability to successfully integrate new members of our leadership team; our ability to retain members of our leadership team and other key employees; as well as other risks related to the growth of our business. For a more detailed discussion of these factors, and other factors that could cause actual results to vary materially, interested parties should review the risk factors listed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC. Any forward-looking statements made by us in this press release speak only as of the date of this press release, and we do not intend to update these forward-looking statements after the date of this press release, except as required by law.