10-Q

A10 Networks, Inc. (ATEN)

10-Q 2025-08-05 For: 2025-06-30
View Original
Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to

Commission file number: 001-36343

A10 Logo JPEG.jpg

A10 NETWORKS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware 20-1446869
(State or Other Jurisdiction of<br>Incorporation or Organization) (I.R.S. Employer<br>Identification No.)
2300 Orchard Parkway, San Jose, California 95131
(Address of Principal Executive Offices and Zip Code)

(408) 325-8668

(Registrant’s Telephone Number, Including Area Code)

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

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.00001 per share ATEN New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer
Non-accelerated filer Smaller reporting company
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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   ☐   No   x

As of August 1, 2025, the number of outstanding shares of the registrant’s common stock, par value $0.00001 per share, was 72,152,615.

A10 NETWORKS, INC.

FORM 10-Q

TABLE OF CONTENTS

Page No.
Note Regarding Forward-Looking Statements 2
PART I. FINANCIAL INFORMATION 4
Item 1. Condensed Consolidated Financial Statements (unaudited): 4
Condensed Consolidated Balance Sheets as ofJune30, 2025 and December 31, 2024 4
Condensed Consolidated Statements of Operations for the Threeand SixMonths EndedJune30, 2025 and 2024 5
Condensed Consolidated Statements of Comprehensive Income for the Threeand SixMonths EndedJune30, 2025 and 2024 6
Condensed Consolidated Statements of Stockholders’ Equity for the Threeand SixMonths EndedJune30, 2025 and 2024 7
Condensed Consolidated Statements of Cash Flows for theSixMonths EndedJune30, 2025 and 2024 9
Notes to Condensed Consolidated Financial Statements 10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27
Item 3. Quantitative and Qualitative Disclosures About Market Risk 39
Item 4. Controls and Procedures 39
PART II. OTHER INFORMATION 41
Item 1. Legal Proceedings 41
Item 1A. Risk Factors 41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 43
Item 5. Other Information 43
Item 6. Exhibits 44
Signatures 45

NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect,” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements.

These forward-looking statements include, but are not limited to, statements concerning the following:

• our strategy, business plan and our ability to effectively manage our growth and business operations;

• our expectations with respect to recognizing revenue related to remaining performance obligations;

• our expectations with respect to demand for our products and services;

• our plans to introduce new products;

• our investment plans, including with respect to our sales and marketing organizations, distribution channel programs and increasing awareness of our solutions on a global basis;

• loss or delay of expected purchases by our largest end-customers;

• our expectations concerning relationships with third parties;

• our expectations with respect to the realization of our tax assets and our unrecognized tax benefits;

• our plans with respect to the repatriation of our earnings from our foreign operations;

• our ability to maintain profitability while continuing to invest in our sales, marketing, product development, distribution channel partner programs and research and development teams;

• our expectations regarding our future costs and expenses;

• variability of our gross margin and the factors affecting it;

• our expectations with respect to liquidity position and future capital requirements;

• our stock repurchase program and our quarterly cash dividends;

• our accounting policies and estimates;

• fluctuations in currency exchange rates;

• the cost and potential outcomes of litigation;

• future acquisitions of or investments in complementary companies, products, services or technologies; and

• our evaluations and expectations with respect to the potential impacts of OBBBA (as defined below).

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in “Risk Factors” and elsewhere in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on February 25, 2025. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: execution risks related to closing key deals and improving our execution; the continued market adoption of our products; our ability to successfully anticipate market needs and opportunities; our timely development of new products and features; our ability to maintain profitability; any loss or delay of expected purchases by our largest end-customers; our ability to maintain or improve our competitive position; competitive and execution risks related to cloud-based computing trends; our ability to attract and retain new end-customers and our largest end-consumers; our ability to maintain and enhance our brand and reputation; changes demanded by our customers in the deployment and payment model for our products; continued growth in markets relating to networking and network security; the success of any future acquisitions or investments in complementary companies, products, services or technologies; the ability of our sales and other teams to execute well; our ability to shorten our close cycles; the ability of our channels to sell our products; variations in product mix or geographic locations of our sales; risks associated with our presence in international markets; any unforeseen need for capital which may require us to divert funds we may have otherwise used for the dividend program or stock repurchase program; a significant decline in global macroeconomic or political conditions that have an adverse impact on our business and financial results; business interruptions related to our supply chain; our ability to manage our business and expenses if customers cancel or delay orders; weaknesses or deficiencies in our internal control over financial reporting; and our ability to timely file periodic reports required to be filed under the Securities Exchange Act of 1934, as well as other risks identified in the “Risk Factors” section contained in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024.

In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Any forward-looking statements made by us in this report speak only as of the date of this report, and we do not intend to update these forward-looking statements after the filing of this report, except as required by law.

Our investor relations website is located at https://investors.A10networks.com. We use our investor relations website, our company blog (https://www.a10networks.com/blog) and our corporate X (formerly Twitter) account (https://x.com/A10Networks) to post important information for investors, including news releases, analyst presentations, and supplemental financial information, and as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor our investor relations website, our company blog and our corporate X account, in addition to following press releases, SEC filings and public conference calls and webcasts. We also make available, free of charge, on our investor relations website under “SEC Filings,” our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports as soon as reasonably practicable after electronically filing or furnishing those reports to the SEC.

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

A10 NETWORKS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except par value)

As of June 30, 2025 As of December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents $ 252,924 $ 95,129
Marketable securities 114,459 100,429
Accounts receivable, net of allowances of $357 and $465, respectively 52,364 76,687
Inventory 20,082 22,005
Prepaid expenses and other current assets 17,233 13,038
Total current assets 457,062 307,288
Property and equipment, net 44,458 39,142
Goodwill 15,070 1,307
Intangible assets, net 7,018
Deferred tax assets, net 62,362 62,364
Other non-current assets 21,945 22,714
Total assets $ 607,915 $ 432,815
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 6,999 $ 12,542
Accrued liabilities 27,815 32,696
Deferred revenue 73,345 78,335
Total current liabilities 108,159 123,573
Deferred revenue, non-current 71,021 69,924
Long-term debt 218,086
Other non-current liabilities 6,661 7,489
Total liabilities 403,927 200,986
Commitments and contingencies (Note 2 and Note 8)
Stockholders' equity:
Common stock, $0.00001 par value: 500,000 shares authorized; 91,450 and 90,520 shares issued and 71,992 and 73,693 shares outstanding, respectively 1 1
Treasury stock, at cost: 19,458 and 16,827 shares, respectively (231,965) (180,992)
Additional paid-in-capital 520,524 508,387
Dividends paid (64,172) (55,417)
Accumulated other comprehensive income (loss) (137) 194
Accumulated deficit (20,263) (40,344)
Total stockholders' equity 203,988 231,829
Total liabilities and stockholders' equity $ 607,915 $ 432,815

See accompanying notes to the condensed consolidated financial statements.

A10 NETWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share amounts)

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Net revenue:
Products $ 39,173 $ 29,533 $ 75,152 $ 59,602
Services 30,210 30,563 60,368 61,169
Total net revenue 69,383 60,096 135,520 120,771
Cost of net revenue:
Products 8,197 6,813 15,460 13,612
Services 6,475 5,225 12,654 9,870
Total cost of net revenue 14,672 12,038 28,114 23,482
Gross profit 54,711 48,058 107,406 97,289
Operating expenses:
Sales and marketing 20,964 19,453 40,509 40,667
Research and development 16,256 14,737 32,156 28,800
General and administrative 7,180 5,952 15,652 12,693
Total operating expenses 44,400 40,142 88,317 82,160
Income from operations 10,311 7,916 19,089 15,129
Non-operating income (expense):
Interest income 2,994 1,761 4,784 3,442
Interest and other income (expense), net (1,376) 1,306 (1,466) 3,632
Total non-operating income, net 1,618 3,067 3,318 7,074
Income before income taxes 11,929 10,983 22,407 22,203
Provision for income taxes 1,391 1,507 2,326 3,001
Net income $ 10,538 $ 9,476 $ 20,081 $ 19,202
Net income per share:
Basic $ 0.15 $ 0.13 $ 0.28 $ 0.26
Diluted $ 0.14 $ 0.13 $ 0.27 $ 0.25
Weighted-average shares used in computing net income per share:
Basic 72,009 74,366 72,777 74,401
Diluted 73,117 75,497 74,109 75,432

See accompanying notes to the condensed consolidated financial statements.

A10 NETWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited, in thousands)

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Net income $ 10,538 $ 9,476 $ 20,081 $ 19,202
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on marketable securities (48) 38 (25) (1)
Unrealized gain (loss) on cash flow hedge (241) 486 (306) 537
Comprehensive income $ 10,249 $ 10,000 $ 19,750 $ 19,738

See accompanying notes to the condensed consolidated financial statements.

A10 NETWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited, in thousands)

Three Months Ended June 30, 2024 Common Stock Treasury stock, at cost Additional Paid-in Capital Dividends Paid Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders' Equity
Shares Amount
Balance at March 31, 2024 74,434 $ 1 $ (153,948) $ 491,164 $ (42,091) $ (59) $ (80,758) $ 214,309
Common stock issued under employee equity incentive plans 271 1,764 1,764
Repurchase of common stock (845) (11,837) (11,837)
Stock-based compensation expense 4,592 4,592
Payments for dividends (4,471) (4,471)
Unrealized gain on marketable securities, net of tax 38 38
Unrealized gain on cash flow hedge, net of tax 486 486
Net Income 9,476 9,476
Balance at June 30, 2024 73,860 $ 1 $ (165,785) $ 497,520 $ (46,562) $ 465 $ (71,282) $ 214,357
Three Months Ended June 30, 2025 Common Stock Treasury stock, at cost Additional Paid-in Capital Dividends Paid Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders' Equity
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Shares Amount
Balance at March 31, 2025 71,821 $ 1 $ (228,022) $ 514,405 $ (59,851) $ 152 $ (30,801) $ 195,884
Common stock issued under employee equity incentive plans 400 1,710 1,710
Repurchase of common stock (229) (3,943) (3,943)
Stock-based compensation expense 4,409 4,409
Payments for dividends (4,321) (4,321)
Unrealized loss on marketable securities, net of tax (48) (48)
Unrealized loss on cash flow hedge, net of tax (241) (241)
Net Income 10,538 10,538
Balance at June 30, 2025 71,992 $ 1 $ (231,965) $ 520,524 $ (64,172) $ (137) $ (20,263) $ 203,988

See accompanying notes to the condensed consolidated financial statements.

Six Months Ended June 30, 2024 Common Stock Treasury stock, at cost Additional Paid-in Capital Dividends Paid Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders' Equity
Shares Amount
Balance at December 31, 2023 74,359 $ 1 $ (150,909) $ 486,958 $ (37,619) $ (71) $ (90,484) $ 207,876
Common stock issued under employee equity incentive plans 555 1,854 1,854
Repurchase of common stock (1,054) (14,876) (14,876)
Stock-based compensation expense 8,708 8,708
Payments for dividends (8,943) (8,943)
Unrealized loss on marketable securities, net of tax (1) (1)
Unrealized gain on cash flow hedge, net of tax 537 537
Net Income 19,202 19,202
Balance at June 30, 2024 73,860 $ 1 $ (165,785) $ 497,520 $ (46,562) $ 465 $ (71,282) $ 214,357
Six Months Ended June 30, 2025 Common Stock Treasury stock, at cost Additional Paid-in Capital Dividends Paid Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders' Equity
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Shares Amount
Balance at December 31, 2024 73,693 $ 1 $ (180,992) $ 508,387 $ (55,417) $ 194 $ (40,344) $ 231,829
Common stock issued under employee equity incentive plans 930 1,710 1,710
Repurchase of common stock (2,631) (50,973) (50,973)
Stock-based compensation expense 10,427 10,427
Payments for dividends (8,755) (8,755)
Unrealized loss on marketable securities, net of tax (25) (25)
Unrealized loss on cash flow hedge, net of tax (306) (306)
Net Income 20,081 20,081
Balance at June 30, 2025 71,992 $ 1 $ (231,965) $ 520,524 $ (64,172) $ (137) $ (20,263) $ 203,988

See accompanying notes to the condensed consolidated financial statements.

A10 NETWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

Six Months Ended June 30,
2025 2024
Cash flows from operating activities:
Net income $ 20,081 $ 19,202
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 7,077 5,507
Stock-based compensation 10,427 8,105
Other non-cash items 685 (403)
Changes in operating assets and liabilities:
Accounts receivable 24,031 16,695
Inventory 1,609 (3,318)
Prepaid expenses and other assets (5,865) (541)
Accounts payable (6,379) (2,859)
Accrued liabilities (5,937) 3,640
Deferred revenue (6,345) (1,378)
Net cash provided by operating activities 39,384 44,650
Cash flows from investing activities:
Proceeds from sales of marketable securities 22,536
Proceeds from maturities of marketable securities 54,744 47,699
Purchases of marketable securities (68,148) (106,293)
Acquisition (19,100)
Capital expenditures (8,737) (6,414)
Net cash used in investing activities (41,241) (42,472)
Cash flows from financing activities:
Proceeds from issuance of common stock under employee equity incentive plans 1,710 1,854
Proceeds from the issuance of convertible notes 225,000
Payment of debt issuance costs (7,330)
Repurchase of common stock (50,973) (14,876)
Payments for dividends (8,755) (8,943)
Net cash provided by (used in) financing activities 159,652 (21,965)
Net increase (decrease) in cash and cash equivalents 157,795 (19,787)
Cash and cash equivalents—beginning of period 95,129 97,244
Cash and cash equivalents—end of period $ 252,924 $ 77,457
Non-cash investing and financing activities:
Transfers between inventory and property and equipment $ 314 $ 1,628
Capital expenditures included in accounts payable $ 289 $ 1,477

See accompanying notes to the condensed consolidated financial statements.

A10 Networks, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

  1. Description of Business and Summary of Significant Accounting Policies

Description of Business

A10 Networks, Inc. (together with our subsidiaries, the “Company”, “A10”, “we”, “our” or “us”) was incorporated in California in 2004 and reincorporated in Delaware in March 2014. We are headquartered in San Jose, California and have wholly-owned subsidiaries throughout the world including Asia and Europe.

We are a leading provider of secure application solutions and services that enable a new generation of intelligently connected companies with the ability to continuously improve cyber protection and digital responsiveness across dynamic Information Technology (“IT”) and network infrastructures. Our product portfolio seeks to address many of the cyber protection challenges and solution requirements. The portfolio consists of network infrastructure and security products. The infrastructure portfolio powers the delivery of internet services and applications while the security products protect applications, application programming interfaces (“APIs”), infrastructure and enterprises from cyber-attacks. Our security suite is known as A10 Defend. In addition, we have an intelligent management and automation tool known as A10 Control (formally Harmony Controller), which provides intelligent management, automation and analytics for secure application delivery in multi-cloud environments to help simplify operations.

Our secure infrastructure solutions include; Thunder Application Delivery Controller (“ADC”), Thunder Carrier Grade Networking (“CGN”), Thunder SSL Insight (“SSLi”) and Thunder Convergent Firewall (“CFW”). Our security products include; A10 Defend Threat Control, A10 Defend Orchestrator, A10 Defend Detector, A10 Defend Mitigator and A10 Defend ThreatX Protect. Our solutions are available in a variety of form factors, such as optimized hardware appliances, bare metal software, containerized software, virtual appliances and cloud-native software. Our customers include leading service providers (cloud, telecommunications, multiple system operators, cable), government organizations, and enterprises.

We derive revenue from two sources: (i) products revenue, which includes hardware, perpetual software licenses and software subscription offerings, which include term-based license agreements; and (ii) services revenue, which includes post contract support (“PCS”), professional services, training and software-as-a-service (“SaaS”) offerings. Revenue for term-based license agreements is recognized at a point in time when the Company delivers the software license to the customer and over time once the subscription term has commenced. For our software-as-a-service offerings, our customers do not take possession of the Company’s software but rather we provide access to the service via a hosting arrangement. Revenue in these arrangements is recognized over time as the services are provided. A substantial portion of our revenue is from sales of our products and services through distribution channels, such as resellers and distributors. Our customers predominantly purchase PCS services in conjunction with purchases of our products.

We sell our products globally to service providers and enterprises that depend on data center applications and networks to generate revenue and manage operations efficiently. We report two customer verticals: service providers, which accounted for 60% and 56% of our total revenue during the three months ended June 30, 2025 and 2024, respectively, and enterprise, which accounted for 40% and 44% of our total revenue during the three months ended June 30, 2025 and 2024, respectively. During each of the six months ended June 30, 2025 and 2024, service providers accounted for 59% of our total revenue and enterprises accounted for 41% of our total revenue. While we expect total demand to remain strong as the need for cybersecurity solutions continues to increase, we expect the demand shift trend from service provider to enterprise to continue in the near term. We report customer revenues in three broad geographic regions: the Americas, APJ and EMEA regions. The Americas region comprises the U.S. and all other countries in the Americas (excluding the U.S.). The APJ region comprises Japan and all other countries in APAC (excluding Japan). The EMEA region comprises Europe, Middle East and Africa. We believe this geographic view aligns with how we manage the business and maps our product portfolio to customer verticals.

Our end-customers operate in a variety of industries, including telecommunications, technology, industrial, retail, financial, gaming, education and government. Since inception, our customer base has grown significantly.

We sell substantially all of our solutions through our high-touch sales organization as well as distribution channels, including distributors, value-added resellers and system integrators, and fulfill nearly all orders globally through such resellers. We believe this sales approach allows us to obtain the benefits of channel distribution, such as expanding our market coverage, while still maintaining face-to-face relationships with our end-customers. We outsource the manufacturing of our hardware products to original design manufacturers. We perform quality assurance and testing at our San Jose, Taiwan and Japan distribution centers, as well as at our manufacturers’ locations.

As a result of the nature of our target market and the current stage of our development, a substantial portion of our revenue comes from a limited number of large end-customers and service providers. Purchases from our ten largest end-customers accounted for 46% and 35% of our total revenue for the three months ended June 30, 2025 and 2024, respectively, and accounted for 42% and 37% of our total revenue for the six months ended June 30, 2025 and 2024, respectively. Sales to

these large end-customers have typically been characterized by large but irregular purchases with long sales cycles. The timing of these purchases and the delivery of the purchased products are difficult to predict and rely upon customer growth and network enhancements. Consequently, any acceleration or delay in anticipated product purchases by or deliveries to our largest end-customers could materially impact our revenue and operating results in any quarterly period. This may cause our quarterly revenue and operating results to fluctuate from quarter to quarter and make them difficult to predict.

In February 2025, we acquired substantially all assets and key personnel of ThreatX Protect, which expanded our cybersecurity portfolio with WAAP protection (web application and application programming interfaces).

We intend to continue to invest for long-term growth. We have invested and expect to continue to invest in our product development efforts to deliver new products and additional features in our current products to address customer needs. In addition, we may expand our global sales and marketing organizations, expand our distribution channel programs and increase awareness of our solutions on a global basis. Our investments in growth in these areas may affect our short-term profitability.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include those of A10 Networks, Inc. and its subsidiaries after elimination of all intercompany accounts and transactions.

We have prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). As permitted under these rules and regulations, we have condensed or omitted certain financial information and footnote disclosures we normally include in our annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The unaudited condensed consolidated balance sheet as of December 31, 2024 has been derived from our audited financial statements, which are included in our 2024 Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 25, 2025 (the “2024 Annual Report”).

These financial statements have been prepared on the same basis as our annual financial statements and, in management’s opinion, reflect all adjustments consisting only of normal recurring adjustments that are necessary for a fair presentation of our financial information. Our interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year.

These financial statements and accompanying notes should be read in conjunction with the financial statements and accompanying notes thereto in the 2024 Annual Report.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Those estimates and assumptions affect revenue recognition and deferred revenue, the allowance for credit losses for potential uncollectible amounts, the sales return reserve, the valuation of inventory, the fair value of marketable securities, contingencies and litigation, accrued liabilities, deferred commissions, ThreatX Protect purchase price allocation and the determination of fair value of stock-based compensation. These estimates are based on information available as of the date of the condensed consolidated financial statements, therefore, actual results could differ from management’s estimates.

Significant Accounting Policies

Business Combinations

We use our best estimates and assumptions to allocate the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. We apply significant judgment in determining the fair value of the intangible assets acquired, which involves the use of significant estimates and assumptions with respect to revenue growth rates, royalty rate and technology migration curve. While we use our best estimates and judgments, our estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially established in connection with a business combination as of the acquisition date. We continue to collect information and reevaluate these estimates and assumptions quarterly and record any adjustments to our preliminary estimates to goodwill provided that we are within the measurement period. Upon the conclusion of the final determination of the fair value of assets acquired or liabilities assumed during the measurement period, any subsequent adjustments are included in our condensed consolidated statements of operations.

The results of operations for businesses acquired are included in the financial statements from the acquisition date. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred.

The Company’s other significant accounting policies are disclosed in Part II – Item 8, “Financial Statements and Supplementary Data” of the 2024 Annual Report. Aside from adding the Company’s significant accounting policy regarding business combinations, there have been no material changes to the Company’s significant accounting policies during the six months ended June 30, 2025.

Concentration of Credit Risk and Significant Customers

Financial instruments that potentially subject us to concentrations of credit risk consist of cash, cash equivalents, marketable securities and accounts receivable. Our cash, cash equivalents and marketable securities are held and invested in high-credit quality financial instruments by recognized financial institutions and are subject to minimum credit risk.

Our accounts receivable are unsecured and represent amounts due to us based on contractual obligations of our customers. We mitigate credit risk in respect to accounts receivable by performing periodic credit evaluations based on a number of factors, including past transaction experience, evaluation of credit history and review of the invoicing terms of the contract. We generally do not require our customers to provide collateral to support accounts receivable.

Significant customers, including distribution channels and direct customers (“end-customers”), are those which represent 10% or more of our total revenue for each period presented or our gross accounts receivable balance as of each respective balance sheet date.

A substantial portion of our revenue is from sales of our products and services through distribution channels, such as resellers and distributors. In the three months ended June 30, 2025 and 2024, sales through a single distribution channel partner represented 32% and 23% of our total revenue, respectively. In the six months ended June 30, 2025, sales through a single distribution channel partner represented 25% of our total revenue and in the six months ended June 30, 2024, sales through two distribution channel partners represented 20% and 10% of our total revenue, respectively.

Revenues from our significant end-customers as a percentage of our total revenue are as follows:

Three Months Ended June 30, Six Months Ended June 30,
Customers 2025 2024 2025 2024
Customer A 30% 14% 23% 13%

As of June 30, 2025, two distribution channel partners accounted for 33% and 10% of our total gross accounts receivable. As of December 31, 2024, one distribution channel partner accounted for 34% of our total gross accounts receivable.

Recent Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the consolidated financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.

There have been no other recent accounting pronouncements, changes in accounting pronouncements or recently adopted accounting guidance during the three months ended June 30, 2025 that are of significance or potential significance to us.

  1. Leases

The Company leases various operating spaces in the United States, Asia and Europe under non-cancellable operating lease arrangements that expire on various dates through April 2028. These arrangements require us to pay certain operating expenses, such as taxes, repairs and insurance, and contain renewal and escalation clauses.

The table below presents the Company’s right-of-use assets and lease liabilities as of June 30, 2025 (in thousands):

As of June 30, 2025 As of December 31, 2024
Operating leases
Right-of-use assets:
Other non-current assets $ 11,388 $ 11,539
Total right-of-use assets $ 11,388 $ 11,539
Lease liabilities:
Accrued liabilities $ 5,478 $ 4,744
Other non-current liabilities 6,269 7,194
Total operating lease liabilities $ 11,747 $ 11,938

The aggregate future lease payments for non-cancelable operating leases as of June 30, 2025 were as follows (in thousands):

Remainder of 2025 $ 2,840
2026 5,756
2027 3,288
2028 237
Total lease payments 12,121
Less: imputed interest (374)
Present value of lease liabilities $ 11,747

The components of lease costs were as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Operating lease costs $ 1,055 $ 1,075 $ 2,141 $ 2,160
Short-term lease costs 154 131 340 247
Total lease costs $ 1,209 $ 1,206 $ 2,481 $ 2,407

Average lease terms and discount rates for the Company’s operating leases were as follows:

Three Months Ended June 30,
2025 2024
Weighted-average remaining term (years) 2.14 2.92
Weighted-average discount rate 3.5% 3.2%

Supplemental cash flow information for the Company’s operating leases were as follows (in thousands):

Six Months Ended June 30,
2025 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 2,709 $ 2,688
  1. Marketable Securities and Fair Value Measurements

Marketable Securities

Marketable securities, classified as available-for-sale, consisted of the following (in thousands):

As of June 30, 2025 As of December 31, 2024
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Corporate securities $ 47,432 $ 101 $ (4) $ 47,529 $ 52,311 $ 102 $ (12) $ 52,401
U.S. Treasury and agency securities 66,806 146 (22) 66,930 47,865 163 48,028
Debt securities $ 114,238 $ 247 $ (26) $ 114,459 $ 100,176 $ 265 $ (12) $ 100,429

During the three and six months ended June 30, 2025 and 2024, we did not reclassify any amount to earnings from accumulated other comprehensive income related to unrealized gains or losses.

The following table summarizes the cost and estimated fair value of our marketable securities based on stated effective maturities as of June 30, 2025 (excluding publicly held equity securities, in thousands):

As of June 30, 2025 Amortized Cost Fair Value
Less than 1 year $ 66,851 $ 66,991
Mature in 1 - 3 years 47,387 47,468
Debt securities $ 114,238 $ 114,459

All available-for-sale securities have been classified as current because they are available for use in current operations.

Marketable securities in an unrealized loss position as of June 30, 2025 consisted of the following (in thousands):

Less Than 12 Months 12 Months or More Total
As of June 30, 2025 Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
Corporate securities $ 12,960 $ (4) $ $ $ 12,960 $ (4)
U.S. Treasury and agency securities 25,797 (22) 25,797 (22)
Total $ 38,757 $ (26) $ $ $ 38,757 $ (26)

Marketable securities in an unrealized loss position as of December 31, 2024 consisted of the following (in thousands):

Less Than 12 Months 12 Months or More Total
As of December 31, 2024 Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
Corporate securities $ 12,516 $ (12) $ $ $ 12,516 $ (12)
Total $ 12,516 $ (12) $ $ $ 12,516 $ (12)

Based on evaluation of securities that have been in a continuous loss position, we did not recognize any other-than-temporary impairment charges during the three and six months ended June 30, 2025 and 2024.

Fair Value Measurements

The following is a summary of our cash, cash equivalents and marketable securities measured at fair value on a recurring basis (in thousands):

As of June 30, 2025 As of December 31, 2024
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Cash $ 77,239 $ $ $ 77,239 $ 89,195 $ $ $ 89,195
Cash equivalents 175,685 175,685 5,934 5,934
Corporate securities 47,529 47,529 52,401 52,401
U.S. Treasury and agency securities 43,407 23,523 66,930 38,025 10,003 48,028
$ 296,331 $ 71,052 $ $ 367,383 $ 133,154 $ 62,404 $ $ 195,558

There were no transfers between Level 1 and Level 2 fair value measurement categories during the three and six months ended June 30, 2025 and 2024.

The Company measures the fair value of the 2030 Notes (as defined below) using inputs of quoted prices for disclosure purposes on a recurring basis. The fair value of the 2030 Notes was $241.1 million as of June 30, 2025. The 2030 Notes are categorized as Level 2 since their fair values is based on Level 2 inputs of quoted prices.

  1. Derivatives

Foreign Exchange Forward Contracts

The Company uses derivative financial instruments to manage exposures to foreign currency that may or may not be designated as hedging instruments. The Company’s objective for holding derivatives is to use the most effective methods to minimize the impact of these exposures. The Company does not enter into derivatives for speculative or trading purposes. The Company enters into foreign exchange forward contracts primarily to mitigate the effect of gains and losses generated by foreign currency transactions related to certain operating expenses and remeasurement of certain assets and liabilities denominated in foreign currencies.

For foreign exchange forward contracts not designated as hedging instruments, the fair value of the derivatives in a net gain or net loss position are recorded in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. Changes in the fair value of derivatives are recorded in other income, net in the accompanying condensed consolidated statements of operations. As of June 30, 2025 and December 31, 2024, foreign exchange forward currency contracts not designated as hedging instruments had total notional amounts of $3.5 million and $7.6 million, respectively. These contracts have maturities of approximately 30 days. For the three months ended June 30, 2025 and 2024, the Company recorded an unrealized net gain of $2 thousand and an unrealized net loss of $0.1 million, respectively, in its condensed consolidated statements of operations related to these contracts. For the six months ended June 30, 2025 and 2024, the Company recorded unrealized net losses of $22 thousand and $0.3 million, respectively, in its condensed consolidated statements of operations related to these contracts. For the three months ended June 30, 2025 and 2024, the Company recorded realized net gains of $9 thousand and $2.3 million, respectively, and for the six months ended June 30, 2025 and 2024, the Company recorded a realized net loss of $0.5 million and a realized net gain of $5.0 million, respectively, in its condensed consolidated statements of operations related to these contracts.

For foreign exchange forward contracts designated as hedging instruments, unrealized gains and losses arising from these contracts are recorded as a component of accumulated other comprehensive income (loss) on the consolidated balance sheets. These hedging contracts have 30 day maturities. The hedging gains and losses in accumulated other comprehensive income (loss) in the consolidated balance sheet are subsequently reclassified to expenses, as applicable, in the consolidated statements of operations in the same period in which the underlying transactions affect the Company’s earnings. As of June 30, 2025, foreign exchange forward currency contracts designated as hedging instruments had notional amounts of $10.1 million. As of December 31, 2024, there were no outstanding foreign exchange forward contracts designated as hedging instruments.

  1. Acquisition

ThreatX Protect Business

In February 2025, we completed an acquisition of the ThreatX Protect business of ThreatX, Inc. for $19.6 million in cash. This acquisition has been accounted for as a business combination. The preliminary purchase price allocation is as follows: $7.6 million to identified intangible assets, $2.5 million to deferred revenue assumed and $0.7 million to net assets acquired, with the excess $13.8 million of the preliminary purchase price over the fair value of net assets acquired recorded as goodwill, allocated to our single operating segment. Goodwill is primarily attributable to assembled workforce, future synergies, and other intangible assets that do not qualify for separate recognition. Goodwill is not deductible for tax purposes.

The results of operations of the acquired business, which are not material, have been included in our condensed consolidated financial statements from the date of the acquisition. Pro forma results of operations have not been presented because the effect of the acquisition was not material to the condensed consolidated statements of operations.

The Company incurred approximately $0.3 million of acquisition-related costs, including legal, accounting, and advisory fees. These costs were expensed as incurred and included in general and administrative expenses in the condensed consolidated statements of operations. The cash outflows for these costs are classified as operating activities in the condensed consolidated statements of cash flows.

Acquired Intangible Assets

The following table sets forth the components of acquired intangible assets and their estimated useful lives as of the date of acquisition (in thousands, except years):

Fair Value Useful Life (Years)
Developed technology $ 5,700 5
Customer relationships 1,500 5
Trademark / trade name 400 4
Total $ 7,600

Intangible assets subject to amortization as of June 30, 2025 are as follows (in thousands, except years):

Gross Accumulated Amortization Net Weighted-Average Remaining Useful Life
(in years)
Developed technology $ 5,700 $ (431) $ 5,269 4.6
Customer relationships 1,500 (113) 1,387 4.6
Trademark / trade name 400 (38) 362 3.6
$ 7,600 $ (582) $ 7,018

Amortization expense from acquired intangible assets was $0.4 million and $0.6 million for the three and six months ended June 30, 2025.

The expected future amortization expense for acquired intangible assets as of June 30, 2025 is as follows (in thousands):

Remainder of 2025 $ 776
2026 1,540
2027 1,540
2028 1,540
2029 1,452
2030 170
Total amortization expense $ 7,018

Goodwill

The Company recorded goodwill in the amount of $13.8 million. There were no events or changes in circumstances that triggered an impairment review during the three and six months ended June 30, 2025.

  1. Condensed Consolidated Financial Statement Components

Accounts Receivable Allowance for Credit Losses

The following table presents the change in the Company’s accounts receivable allowance for credit losses (in thousands):

As of June 30, 2025 As of December 31, 2024
Allowance for credit losses, beginning balance $ 465 $ 405
Increase (decrease) in allowance (216) 1,067
Recoveries (write-offs) 108 (1,007)
Allowance for credit losses, ending balance $ 357 $ 465

Inventory

Inventory consisted of the following (in thousands):

As of June 30, 2025 As of December 31, 2024
Raw materials $ 11,855 $ 12,883
Finished goods 8,227 9,122
Total inventory $ 20,082 $ 22,005

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

As of June 30, 2025 As of December 31, 2024
Prepaid expenses $ 8,553 $ 4,245
Deferred contract acquisition costs 6,699 6,201
Other 1,981 2,592
Total prepaid expenses and other current assets $ 17,233 $ 13,038

Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):

Useful Life As of June 30, 2025 As of December 31, 2024
(in years)
Equipment 1 - 5 $ 40,676 $ 36,615
Software 1 - 3 7,004 5,705
Furniture and fixtures 1 - 7 531 531
Leasehold improvements Lease term 3,439 3,439
Construction in process 26,434 22,651
Property and equipment, gross 78,084 68,941
Less: accumulated depreciation (33,626) (29,799)
Property and equipment, net $ 44,458 $ 39,142

Construction in process primarily consists of deferred software development costs related to several software-as-a-service projects that will take longer than one year to complete.

Depreciation expense on property and equipment was $2.4 million and $1.6 million for the three months ended June 30, 2025 and 2024, respectively, and was $4.6 million and $3.1 million for the six months ended June 30, 2025 and 2024, respectively.

Internally Developed Software to be Marketed and Sold

During the three and six months ended June 30, 2025 and 2024, no costs were capitalized associated with internally developed software to be marketed and sold. During the three months ended June 30, 2025 and 2024, amortization cost totaled $0.1 million in each period, respectfully, and during the six months ended June 30, 2025 and 2024, amortization cost totaled $0.2 million in each period, respectively. As of June 30, 2025, the unamortized capitalized internally developed software balance was $1.4 million and is included in other non-current assets.

Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):

As of June 30, 2025 As of December 31, 2024
Accrued compensation and benefits $ 12,910 $ 19,058
Accrued tax liabilities 2,023 2,687
Lease liability 5,478 4,744
Other 7,404 6,207
Total accrued liabilities $ 27,815 $ 32,696

Deferred Revenue

Deferred revenue consisted of the following (in thousands):

As of June 30, 2025 As of December 31, 2024
Deferred revenue:
Products $ 6,054 $ 4,405
Services 138,312 143,854
Total deferred revenue 144,366 148,259
Less: current portion (73,345) (78,335)
Non-current portion $ 71,021 $ 69,924
  1. Long-Term Debt

2030 Convertible Senior Notes

In March 2025, the Company issued $225.0 million aggregate principal amount of 2.75% Convertible Senior Notes due 2030 (the “2030 Notes”). The Company received net proceeds from the offering of approximately $217.7 million. The 2030 Notes will mature on April 1, 2030, unless earlier converted, redeemed or repurchased.

The 2030 Notes bear interest at the stated rate of 2.75% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2025. The 2030 Notes are convertible into solely cash, or a combination of cash and shares of common stock, at the Company’s election, at an initial conversion rate of 42.6257 shares of common stock per $1,000 principal amount of 2030 Notes, which is equivalent to an initial conversion price of $23.46003 per share of common stock. The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2030 Notes (the “2030 Notes Indenture”). Special interest and additional interest will accrue on the 2030 Notes in the circumstances and at the rates described in the 2030 Notes Indenture. The debt issuance costs are amortized to interest expense applying the effective interest method. The 2030 Notes do not contain financial maintenance covenants.

The holders may convert their 2030 Notes at their option only in the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on June 30, 2025, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during five consecutive business days immediately after any ten consecutive trading day period (such ten consecutive trading day period, the

“measurement period”) in which the trading price per $1,000 principal amount of 2030 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock, as described in the 2030 Notes Indenture; (4) if the Company calls such 2030 Notes for redemption; and (5) at any time from, and including, December 1, 2029 until the close of business on the 2nd scheduled trading day immediately before the maturity date.

If the Company undergoes a fundamental change (as defined in the 2030 Notes Indenture), subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their 2030 Notes, at a fundamental change repurchase price equal to 100% of the principal amount of the 2030 Notes to be repurchased, plus any accrued and unpaid special interest and additional interest, if any, up to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2030 Notes in connection with such corporate event or during the relevant redemption period.

The 2030 Notes are redeemable, in whole or in part (subject to certain limitations), for cash at Company’s option at any time, and from time to time, on or after April 5, 2028 and on or before the 60th scheduled trading day immediately before the maturity date, but only if (i) the 2030 Notes are “freely tradable” (as defined in the 2030 Notes Indenture) and all accrued and unpaid additional interest, if any, has been paid in full; and (ii) the last reported sale price per share of common stock is at least 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid special and additional interest, if any, to, but excluding, the redemption date.

The 2030 Notes have customary provisions relating to the occurrence of “events of default” (as defined in the 2030 Notes Indenture). The occurrence of such events of default may result in the acceleration of all amounts due under 2030 Notes. The 2030 Notes were not eligible for conversion as of June 30, 2025. No sinking fund is provided for the 2030 Notes.

The 2030 Notes are general unsecured obligations of the Company and rank senior in right of payment to all of Company’s existing and future indebtedness that is expressly subordinated in the right of payment to the 2030 Notes; equal in right of payment with all of the Company’s existing and future senior, unsecured indebtedness; effectively subordinated to any of the Company’s existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity if any, of the Company’s current or future subsidiaries. As of June 30, 2025, none of the conditions permitting the holders of the 2030 Notes to convert their notes early had been met. Therefore, the 2030 Notes are classified as long-term debt.

The Company accounted for the issuance of the 2030 Notes as a single liability measured at its amortized cost, as no embedded features require bifurcation and recognition as derivatives.

The carrying value of the 2030 Notes, net of unamortized debt issuance costs of $6.9 million, was $218.1 million as of June 30, 2025. Interest expense related to the amortization of debt issuance costs was $1.9 million and $2.2 million for the three and six months ended June 30, 2025. The effective interest rate on the 2030 Notes is 3.43%.

  1. Commitments and Contingencies

Lease Commitments

We lease various operating spaces in the United States, Asia and Europe under non-cancelable operating lease arrangements that expire on various dates through April 2028. These arrangements require us to pay certain operating expenses, such as taxes, repairs and insurance, and contain renewal and escalation clauses. We recognize rent expense under these arrangements on a straight-line basis over the term of the lease. See Note 2 – Leases for the Company’s aggregate future lease payments for the Company’s non-cancelable operating leases as of June 30, 2025.

Rent expense was $1.2 million and $1.2 million for the three months ended June 30, 2025 and 2024, respectively, and was $2.5 million and $2.4 million for the six months ended June 30, 2025 and 2024, respectively.

Purchase Commitments

We have open purchase commitments with third-party contract manufacturers with facilities in Taiwan to supply nearly all of our finished goods inventories, spare parts, and accessories. These purchase orders are expected to be paid within

one year of the issuance date. We had open purchase commitments with manufacturers in Taiwan totaling $13.2 million as of June 30, 2025.

Guarantees and Indemnifications

In the normal course of business, we provide indemnifications to customers against claims of intellectual property infringement made by third parties arising from the use of our products. Other guarantees or indemnification arrangements include guarantees of product and service performance, and standby letters of credit for lease facilities and corporate credit cards. We have not recorded a liability related to these indemnification and guarantee provisions and our guarantees and indemnification arrangements have not had any significant impact on our condensed consolidated financial statements to date.

  1. Equity Incentive Plans, Stock-Based Compensation and Stock Repurchase Programs

Equity Incentive Plans

2014 Equity Incentive Plan and 2023 Stock Incentive Plan

The 2014 Equity Incentive Plan (the “2014 Plan”) was in effect until it was replaced by the 2023 Stock Incentive Plan (the “2023 Plan”) on April 1, 2023. No further grants will be made under the 2014 Plan. Both the 2014 Plan and 2023 Plan provide for the granting of stock options, restricted stock awards, restricted stock units (“RSUs”), market performance-based RSUs (“PSUs”), stock appreciation rights, performance units and performance shares to our employees, consultants and members of our Board of Directors (the “Board”). As of June 30, 2025, we had 3,018,417 shares available for future grant under the 2023 Plan.

2014 Employee Stock Purchase Plan

The 2014 Employee Stock Purchase Plan, as amended (the “Amended 2014 Purchase Plan”) provides employees with an opportunity to purchase our common stock through accumulated contributions, up to a maximum of 10% of eligible compensation, with offering periods of six months in duration, beginning on or about December 1 and June 1 each year. As of June 30, 2025, the Company had 2,914,643 shares available for future issuance under the Amended 2014 Purchase Plan.

Stock-Based Compensation

A summary of our stock-based compensation expense is as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Stock-based compensation by type of award:
Stock awards $ 4,171 $ 3,978 $ 9,964 $ 7,510
Employee stock purchase rights 238 288 463 595
$ 4,409 $ 4,266 $ 10,427 $ 8,105
Stock-based compensation by category of expense:
Cost of net revenue $ 479 $ 561 $ 1,103 $ 1,017
Sales and marketing 940 1,102 1,834 2,136
Research and development 1,176 1,017 2,567 1,887
General and administrative 1,814 1,586 4,923 3,065
$ 4,409 $ 4,266 $ 10,427 $ 8,105

As of June 30, 2025, the Company had $33.3 million of unrecognized stock-based compensation expense related to unvested stock-based awards, including common stock acquired under our Amended 2014 Purchase Plan, which will be recognized over a weighted-average period of 2.1 years.

Stock Options

There were no options outstanding during the three and six months ended June 30, 2025.

The intrinsic value of options exercised was $0.1 million and $0.3 million during the three and six months ended June 30, 2024, respectively.

Stock Awards

The Company has granted RSUs to its employees, consultants and members of the Board, and PSUs to certain executives and employees. The Company’s PSUs have market performance-based vesting conditions as well as service-based vesting conditions. As of June 30, 2025, there were 2,310,365 RSUs and 654,750 PSUs outstanding.

The following table summarizes our stock award activities and related information:

Number of Shares (thousands) Weighted-Average Grant Date Fair Value Per Share Weighted-Average Remaining Vesting Term<br>(years) Aggregate Fair Value (thousands)
Nonvested as of December 31, 2024 3,243 $ 13.65
Granted 607 18.88
Released (813) 13.12
Canceled (72) 14.49
Nonvested as of June 30, 2025 2,965 $ 14.85 1.50 $ 57,375

The aggregate fair value of stock awards released was $4.0 million and $1.3 million for the three months ended June 30, 2025 and 2024, respectively, and was $10.7 million and $4.2 million for the six months ended June 30, 2025 and 2024, respectively.

Stock Repurchase Programs

On November 1, 2022, the Company announced that the Board authorized a stock repurchase program of up to $50 million of its common stock over a period of twelve months. On November 7, 2023, the Company announced that the Board authorized a stock repurchase program of up to $50 million of its common stock over a period of twelve months. These repurchase programs were active for twelve months and are expired.

On November 7, 2024, the Company announced that the Board authorized a stock repurchase program of up to $50 million of its common stock (the “2024 Program”). The 2024 Program did not have a specified term or termination date. The Board terminated the 2024 Program on May 1, 2025.

On May 1, 2025, the Company announced that the Board authorized a new stock repurchase program of up to $75 million of its common stock (the “2025 Program”). The 2025 Program does not have a specified term or termination date. During the three months ended June 30, 2025, we repurchased 228,878 shares for a total of $3.9 million or $17.22 per share under the 2025 Program. As of June 30, 2025, the Company had $71.1 million available to repurchase shares under the 2025 Program.

Under the Company’s stock repurchase programs, repurchased shares are held in treasury at cost. The Company’s stock repurchase programs do not obligate it to acquire any specific number of shares. Shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities and Exchange Act of 1934 (the “Exchange Act”).

  1. Net Income Per Share

Basic net income per share is computed using the weighted average number of common shares outstanding for the period. Diluted net income per share applying the treasury stock method is computed using the weighted average number of

common shares outstanding for the period plus potential dilutive common shares, including stock options, RSUs, PSUs, employee stock purchase rights and the 2030 Notes, unless the potential common shares are anti-dilutive.

Basic and diluted net income per share are calculated as follows (in thousands, except per share amounts):

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Basic and diluted net income per share
Numerator:
Net income $ 10,538 $ 9,476 $ 20,081 $ 19,202
Denominator:
Weighted-average shares outstanding - basic 72,009 74,366 72,777 74,401
Effect of dilutive potential common shares from stock options, stock awards and employee stock purchase plan 1,108 1,131 1,332 1,031
Weighted-average shares outstanding - diluted 73,117 75,497 74,109 75,432
Net income per share:
Basic $ 0.15 $ 0.13 $ 0.28 $ 0.26
Diluted $ 0.14 $ 0.13 $ 0.27 $ 0.25

The following table presents common shares related to potentially dilutive shares excluded from the calculation of diluted net income per share as their effect would have been anti-dilutive (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Stock options, stock awards and employee stock purchase rights 144 89 144 67
2030 Notes 9,591 9,591
Total 9,735 89 9,735 67
  1. Income Taxes

We recorded a provision for income taxes of $1.4 million and $1.5 million for the three months ended June 30, 2025 and 2024, respectively, and $2.3 million and $3.0 million for the six months ended June 30, 2025 and 2024, respectively The Company’s income tax provision for the three and six months ended June 30, 2025 and 2024 primarily consisted of U.S. federal and state taxes.

We had $8.3 million of unrecognized tax benefits as of June 30, 2025. We do not anticipate a material change to our unrecognized tax benefits over the next twelve months. Unrecognized tax benefits may change during the next twelve months for items that arise in the ordinary course of business.

Accrued interest and penalties related to unrecognized tax benefits are recognized as part of our provision for income taxes in our condensed consolidated statements of operations.

We are subject to taxation in the United States, various states, and several foreign jurisdictions. Because we have net operating loss and credit carryforwards, there are open statutes of limitations in which federal, state and foreign taxing authorities may examine our tax returns for all years from 2005 through the current period. We are not currently under examination by any taxing authorities.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S. The OBBBA introduces significant provisions, including the permanent extension of certain expiring provisions under the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation contains multiple effective dates, with some provisions effective in 2025 and others implemented through 2027. We are currently evaluating the impacts of this legislation on our consolidated financial statements.

  1. Segment and Geographic Information

ASC 280 Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker ("CODM") to assess performance and to decide how to allocate resources. The Company manages its business on the basis of one reportable segment and one operating segment and derives revenues from two sources: products revenue and services revenue.

The Company’s CODM is our Chief Executive Officer, Dhrupad Trivedi. Our CODM assesses the performance of the Company and decides how to allocate resources based upon consolidated net income, which is also reported within the condensed consolidated statements of operations. The CODM uses consolidated net income to monitor period-over-period results, to assess financial performance and decide where to allocate additional resources within the business. The CODM does not regularly review significant classifications of expenses outside those shown on the condensed consolidated statements of operations.

We report customer revenues in three broad geographic regions: the Americas, APJ and EMEA regions. The Americas region comprises the United States and other countries in the Americas (excluding the United States). The APJ region comprises Japan and all other countries in APAC (excluding Japan). The EMEA region comprises Europe, Middle East and Africa. We believe this geographic view aligns with how we manage the business and maps our product portfolio to customer verticals.

The following table depicts the disaggregation of revenue by geographic region based on the ship to location of our customers (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Americas $ 41,192 $ 30,869 $ 74,688 $ 58,311
United States 38,318 26,709 68,435 49,853
Americas-other 2,874 4,160 6,253 8,458
APJ 17,939 19,287 36,558 44,330
EMEA 10,252 9,940 24,274 18,130
Total net revenue $ 69,383 $ 60,096 $ 135,520 $ 120,771

The following table is a summary of our long-lived assets which include property and equipment, net and operating lease right-of-use assets based on the physical location of the assets (in thousands):

As of June 30, 2025 As of December 31, 2024
Americas $ 51,235 $ 48,468
Japan 2,115 363
Other 2,496 1,850
Total $ 55,846 $ 50,681
  1. Revenue

We report two customer verticals: service providers and enterprises. Revenue generated from service providers and enterprises was as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Service providers $ 41,607 $ 33,377 $ 80,604 $ 71,038
Enterprises 27,776 26,719 54,916 49,733
Total $ 69,383 $ 60,096 $ 135,520 $ 120,771

Contract Balances

The following table reflects contract balances with customers (in thousands):

As of June 30, 2025 As of December 31, 2024
Accounts receivable, net $ 52,364 $ 76,687
Deferred revenue, current 73,345 78,335
Deferred revenue, non-current 71,021 69,924

We receive payments from customers based upon billing cycles. Invoice payment terms usually range from 30 to 90 days.

Accounts receivable are recorded when the right to consideration becomes unconditional.

Contract assets include amounts related to our contractual right to consideration for performance obligations not yet billed and are included in prepaid and other current assets in the condensed consolidated balance sheets. The amounts were immaterial as of June 30, 2025 and December 31, 2024.

Deferred revenue primarily consists of amounts that have been invoiced but not yet been recognized as revenue and consists of performance obligations pertaining to support and subscription services. We recognized revenue of $26.4 million and $27.9 million during the three months ended June 30, 2025 and 2024, respectively, and we recognized revenue of $47.0 million and $49.7 million during the six months ended June 30, 2025 and 2024, respectively, related to deferred revenues at the beginning of the respective periods.

Deferred Contract Acquisition Costs

We capitalize certain contract acquisition costs consisting of incremental sales commissions incurred to obtain customer contracts. Deferred commissions related to product revenues are recognized upon transfer of control to customers. Deferred commissions related to services revenue are recognized as the related performance obligations are met. Deferred commissions that will be recognized during the succeeding 12-month period are recorded as prepaid expenses and other current assets, and the remaining portion is recorded as other non-current assets. Amortization of deferred commissions is included in sales and marketing expense.

As of June 30, 2025, the current and non-current portions of deferred contract acquisition costs were $6.7 million and $4.8 million, respectively. As of December 31, 2024, the current and non-current portions of deferred contract acquisition costs were $6.2 million and $4.4 million, respectively. Related amortization expense was $1.8 million and $2.0 million for the three months ended June 30, 2025 and 2024, respectively, and was $3.2 million and $3.6 million for the six months ended June 30, 2025 and 2024, respectively.

We had no impairment loss in relation to the costs capitalized and no asset impairment charges related to contract assets during the three and six months ended June 30, 2025 and 2024.

Remaining Performance Obligations

Remaining performance obligations represent contracted revenues that are non-cancellable and have not yet been recognized due to unsatisfied or partially satisfied performance obligations, which include deferred revenues and amounts that will be invoiced and recognized as revenues in future periods.

We expect to recognize revenue on the remaining performance obligations as follows (in thousands):

As of June 30, 2025
Within 1 year $ 73,345
Next 2 to 3 years 57,006
Thereafter 14,015
Total $ 144,366
  1. Subsequent Event

On August 5, 2025, the Company announced that the Board approved a quarterly cash dividend. The dividend, in the amount of $0.06 per share outstanding, will be paid on September 2, 2025 to stockholders of record on August 15, 2025 as a return of capital. Future dividends will be subject to further review and approval by the Board in accordance with applicable law. The Board reserves the right to adjust or withdraw the quarterly dividend in future periods as it reviews the Company’s capital allocation strategy from time-to-time.

ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations (“MD&A”) should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this document. In addition to historical information, the MD&A contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in “Note Regarding Forward-Looking Statements” and other risk factors contained in Part I, Item 1A “Risk Factors” in the 2024 Annual Report.

Overview

We are a leading provider of secure application solutions and services that enable a new generation of intelligently connected companies with the ability to continuously improve cyber protection and digital responsiveness across dynamic Information Technology (“IT”) and network infrastructures. Our product portfolio seeks to address many of the cyber protection challenges and solution requirements. The portfolio consists of network infrastructure and security products. The infrastructure portfolio powers the delivery of internet services and applications while the security products protect applications, application programming interfaces (“APIs”), infrastructure and enterprises from cyber-attacks. Our security suite is known as A10 Defend. In addition, we have an intelligent management and automation tool known as A10 Control (formally Harmony Controller), which provides intelligent management, automation and analytics for secure application delivery in multi-cloud environments to help simplify operations.

Our secure infrastructure solutions include; Thunder Application Delivery Controller (“ADC”), Thunder Carrier Grade Networking (“CGN”), Thunder SSL Insight (“SSLi”) and Thunder Convergent Firewall (“CFW”). Our security products include; A10 Defend Threat Control, A10 Defend Orchestrator, A10 Defend Detector, A10 Defend Mitigator and A10 Defend ThreatX Protect. Our solutions are available in a variety of form factors, such as optimized hardware appliances, bare metal software, containerized software, virtual appliances and cloud-native software. Our customers include leading service providers (cloud, telecommunications, multiple system operators, cable), government organizations, and enterprises.

In February 2025, we acquired the assets and key personnel of ThreatX Protect, which expanded our cybersecurity portfolio with WAAP protection (web application and application programming interfaces). We offer protection under A10 Defend ThreatX Protect. In March 2025, the Company issued the 2030 Notes and received net proceeds from the offering of approximately $217.7 million.

We derive revenue from two sources: (i) products revenue, which includes hardware, perpetual software licenses and subscription offerings, which include term-based license agreements; and (ii) services revenue, which includes post contract support (“PCS”), professional services, training and software-as-a-service (”SaaS”) offerings. Revenue for term-based license agreements is recognized at a point in time when the Company delivers the software license to the customer and over time once the subscription term has commenced. For our software-as-a-service offerings, our customers do not take possession of the Company’s software but rather we provide access to the service via a hosting arrangement. Revenue in these arrangements is recognized over time as the services are provided. A substantial portion of our revenue is from sales of our products and services through distribution channels, such as resellers and distributors. Our customers predominantly purchase PCS services in conjunction with purchases of our products.

Our end-customers operate in a variety of industries, including telecommunications, technology, industrial, retail, financial, gaming, education and government. Since inception, our customer base has grown rapidly.

We sell substantially all of our solutions through our high-touch sales organization as well as distribution channels, including distributors, value-added resellers and system integrators, and fulfill nearly all orders globally through such resellers. We believe this sales approach allows us to obtain the benefits of channel distribution, such as expanding our market coverage, while still maintaining face-to-face relationships with our end-customers. We outsource the manufacturing of our hardware products to original design manufacturers. We perform quality assurance and testing at our San Jose, Taiwan and Japan distribution centers, as well as at our manufacturers’ locations.

During the three months ended June 30, 2025, (i) 59% of our total revenue was generated from the Americas region, of which 55% was generated from the United States and 4% was generated from the Americas-other, (ii) 26% from the APJ region and (iii) 15% from the EMEA region. During the three months ended June 30, 2024, (i) 51% of our total revenue was generated from the Americas region, of which 44% was generated from the United States and 7% was generated from the Americas-other, (ii) 32% from the APJ region and (iii) 17% from the EMEA region. During the six months ended June 30, 2025, (i) 55% of our total revenue was generated from the Americas region, of which 50% was generated from the United States and 5% was generated from the Americas-other, (ii) 27% from the APJ region and (iii) 18% from the EMEA region. During the six months ended June 30, 2024, (i) 48% of our total revenue was generated from the Americas region, of which 41% was generated from the United States and 7% was generated from the Americas-other, (ii) 37% from the APJ region and (iii) 15% from the EMEA region. One of our priorities is to strengthen our sales efforts in North America. During the three months ended June 30, 2025 and 2024, our enterprise customers accounted for 40% and 44% of our total revenue, respectively, and our service provider customers accounted for 60% and 56% of our total revenue, respectively. During both the six months ended June 30, 2025 and 2024, our enterprise customers accounted for 41% of our total revenue and our service provider customers accounted for 59% of our total revenue.

As a result of the nature of our target market and the current stage of our development, a substantial portion of our revenue comes from a limited number of large customers, including service providers and enterprise customers, in any period. Purchases by our ten largest end-customers accounted for 46% and 35% of our total revenue for the three months ended June 30, 2025 and 2024, respectively, and accounted for 42% and 37% of our total revenue for the six months ended June 30, 2025 and 2024, respectively. Sales to these large end-customers have typically been characterized by large but irregular purchases with long sales cycles. The timing of these purchases and the delivery of the purchased products are difficult to predict. Consequently, any acceleration or delay in anticipated product purchases by or deliveries to our largest customers could materially impact our revenue and operating results in any quarterly period. This may cause our quarterly revenue and operating results to fluctuate from quarter to quarter and make them difficult to predict.

As of June 30, 2025, we had $252.9 million of cash and cash equivalents and $114.5 million of marketable securities. Cash provided by operating activities was $39.4 million during the six months ended June 30, 2025, compared to $44.7 million in the same period of 2024.

We intend to continue to invest for long-term growth. We have invested and expect to continue to invest in our product development efforts to deliver new products and additional features in our current products to address customer needs. In addition, we may expand our global sales and marketing organizations, expand our distribution channel programs and increase awareness of our solutions on a global basis. Our investments in growth in these areas may affect our short-term profitability.

Enhanced U.S. tariffs, import/export restrictions and countermeasures taken by affected countries are contributing to macroeconomic volatility which in turn is impacting demand and our cost inputs. Spending patterns remain uneven due to the unpredictable impact of trade policies, and we may need to implement tariff-related input cost increases.

Results of Operations

A summary of our condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024 is as follows (dollars in thousands):

Three Months Ended June 30,
2025 2024 Increase (Decrease)
Amount Percent of Total Revenue Amount Percent of Total Revenue Amount Percent
Net revenue:
Products $ 39,173 56.5 % $ 29,533 49.1 % $ 9,640 32.6 %
Services 30,210 43.5 30,563 50.9 (353) (1.2)
Total net revenue 69,383 100.0 60,096 100.0 9,287 15.5
Cost of net revenue:
Products 8,197 11.8 6,813 11.3 1,384 20.3
Services 6,475 9.3 5,225 8.7 1,250 23.9
Total cost of net revenue 14,672 21.1 12,038 20.0 2,634 21.9
Gross profit 54,711 78.9 48,058 80.0 6,653 13.8
Operating expenses:
Sales and marketing 20,964 30.2 19,453 32.4 1,511 7.8
Research and development 16,256 23.4 14,737 24.5 1,519 10.3
General and administrative 7,180 10.3 5,952 9.9 1,228 20.6
Total operating expenses 44,400 64.0 40,142 66.8 4,258 10.6
Income from operations 10,311 14.9 7,916 13.2 2,395 30.3
Non-operating income (expense):
Interest income 2,994 4.3 1,761 2.9 1,233 70.0
Interest and other income (expense), net (1,376) (2.0) 1,306 2.2 (2,682) (205.4)
Non-operating income, net 1,618 2.3 3,067 5.1 (1,449) (47.2)
Income before provision for income taxes 11,929 17.2 10,983 18.3 946 8.6
Provision for income taxes 1,391 2.0 1,507 2.5 (116) (7.7)
Net income $ 10,538 15.2 % $ 9,476 15.8 % $ 1,062 11.2 %
Six Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
2025 2024 Increase (Decrease)
Amount Percent of Total Revenue Amount Percent of Total Revenue Amount Percent
Revenue:
Products $ 75,152 55.5 % $ 59,602 49.4 % $ 15,550 26.1 %
Services 60,368 44.5 61,169 50.6 (801) (1.3)
Total revenue 135,520 100.0 120,771 100.0 14,749 12.2
Cost of revenue:
Products 15,460 11.4 13,612 11.3 1,848 13.6
Services 12,654 9.3 9,870 8.2 2,784 28.2
Total cost of revenue 28,114 20.7 23,482 19.4 4,632 19.7
Gross profit 107,406 79.3 97,289 80.6 10,117 10.4
Operating expenses:
Sales and marketing 40,509 29.9 40,667 33.7 (158) (0.4)
Research and development 32,156 23.7 28,800 23.8 3,356 11.7
General and administrative 15,652 11.5 12,693 10.5 2,959 23.3
Total operating expenses 88,317 65.2 82,160 68.0 6,157 7.5
Income from operations 19,089 14.1 15,129 12.5 3,960 26.2
Non-operating income (expense):
Interest income 4,784 3.5 3,442 2.9 1,342 39.0
Interest and other income (expense), net (1,466) (1.1) 3,632 3.0 (5,098) (140.4)
Total non-operating income, net 3,318 2.4 7,074 5.9 (3,756) (53.1)
Income before provision for income taxes 22,407 16.5 22,203 18.4 204 0.9
Provision for income taxes 2,326 1.7 3,001 2.5 (675) (22.5)
Net income $ 20,081 14.8 % $ 19,202 15.9 % $ 879 4.6 %

Net Revenue

We derive revenue from two sources: (i) products revenue, which includes hardware, perpetual software license and subscription offerings, which include term-based software license agreements; and (ii) services revenue, which includes post contract support (“PCS”), professional services, training and software-as-a-service offerings.

Our products revenue primarily consists of revenue from sales of our hardware appliances upon which our software is installed. Such software includes our ACOS software platform plus one or more of our ADC, CGN, TPS, SSLi or CFW solutions. Purchase of a hardware appliance often includes a perpetual license to the included software. Additionally, a portion of our products revenue comes from subscription revenue. We offer several products by subscription, primarily through either term-based license agreements or as a service through our cloud-based platform. With respect to sales of our hardware appliances, we recognize products revenue upon transfer of control, generally at the time of shipment, provided that all other revenue recognition criteria have been met. Revenue for term-based license agreements is recognized at a point in time when we deliver the software license to the customer and the subscription term has commenced. For our software-as-a-service offerings, our customers do not take possession of our software but rather we provide access to the service via a hosting arrangement. Revenue in these arrangements is recognized ratably as the services are provided. As a percentage of revenue, our products revenue may vary from quarter to quarter based on, among other things, the timing of orders and delivery of products, cyclicality and seasonality, changes in currency exchange rates and the impact of significant transactions with unique terms and conditions.

We generate services revenue from sales of post contract support (“PCS”), which is bundled with sales of products and technical services. We offer tiered PCS services under renewable, fee-based PCS contracts, primarily including technical support, hardware repair and replacement parts, and software upgrades on a when-and-if-available basis. We recognize services revenue ratably over the term of the PCS contract, which is typically one year, but can be up to seven years.

A summary of our total revenue is as follows (dollars in thousands):

Three Months Ended June 30,
2025 2024 Increase (Decrease)
Amount Percent of Total Revenue Amount Percent of Total Revenue Amount Percent
Net revenue:
Products $ 39,173 56 % $ 29,533 49 % $ 9,640 33 %
Services 30,210 44 30,563 51 (353) (1)
Total net revenue $ 69,383 100 % $ 60,096 100 % $ 9,287 15 %
Net revenue by geographic region:
Americas $ 41,192 59 % $ 30,869 51 % $ 10,323 33 %
United States 38,318 55 % 26,709 44 % 11,609 43 %
Americas-other 2,874 4 % 4,160 7 % (1,286) (31) %
APJ 17,939 26 % 19,287 32 % (1,348) (7) %
EMEA 10,252 15 % 9,940 17 % 312 3 %
Total net revenue $ 69,383 100 % $ 60,096 100 % $ 9,287 15 %
Six Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
2025 2024 Increase (Decrease)
Amount Percent of Total Revenue Amount Percent of Total Revenue Amount Percent
Net revenue:
Products $ 75,152 55 % $ 59,602 49 % $ 15,550 26 %
Services 60,368 45 61,169 51 (801) (1)
Total net revenue $ 135,520 100 % $ 120,771 100 % $ 14,749 12 %
Net revenue by geographic region:
Americas $ 74,688 55 % $ 58,311 48 % $ 16,377 28 %
United States 68,435 50 % 49,853 41 % 18,582 37 %
Americas-other 6,253 5 % 8,458 7 % (2,205) (26) %
APJ 36,558 27 % 44,330 37 % (7,772) (18) %
EMEA 24,274 18 % 18,130 15 % 6,144 34 %
Total revenue $ 135,520 100 % $ 120,771 100 % $ 14,749 12 %

Three Months Ended June 30, 2025 and 2024

Total net revenue increased $9.3 million, or 15%, during the three months ended June 30, 2025, compared to the same period of 2024. Changes in revenue were due primarily to (i) an increase of $10.3 million in the Americas region, comprised of an increase of $11.6 million in the United States and a decrease of $1.3 million in Americas-other, (ii) an increase of $0.3 million in the EMEA region, and (iii) a decrease of $1.3 million in the APJ region. The overall increase in revenue was attributable to a $8.2 million increase in revenue from service provider customers and a $1.1 million increase in revenue from enterprise customers during the three months ended June 30, 2025 compared to the same period of 2024. Products revenue increased $9.6 million, of which the Americas region increased $10.7 million and the APJ region increased $0.4 million, partially offset by a decrease of $0.4 million in the EMEA region for the three months ended June 30, 2025, compared to the same period of 2024. Services revenue decreased $0.4 million, of which the APJ region decreased $1.8 million, partially offset

by increases of $0.7 million in the Americas region and $0.7 million in the EMEA region for the three months ended June 30, 2025, compared to the same period of 2024.

Products revenue increased $9.6 million, or 33%, during the three months ended June 30, 2025 compared to the same period of 2024, as a result of an increase in demand from both our enterprise and service provider customers in the Americas and APJ regions.

Services revenue decreased $0.4 million, or 1%, during the three months ended June 30, 2025, compared to the same period of 2024, as a result of a decrease in demand from our service provider customers in the APJ region.

During the three months ended June 30, 2025, $41.2 million, or 59% of total revenue, was generated from the Americas region, which represents a 33% increase in revenue compared to the same period of 2024. The increase was primarily due to higher products revenue due to an increase in demand from our service provider customers in the Americas region.

During the three months ended June 30, 2025, $17.9 million, or 26% of total revenue, was generated from the APJ region, which represents a 7% decrease compared to the same period of 2024. The decrease was primarily due to lower services revenue due to a decrease in demand from our service provider customers in the APJ region.

During the three months ended June 30, 2025, $10.3 million, or 15% of total revenue, was generated from the EMEA region, which represents an 3% increase compared to the same period of 2024. The increase was primarily due to higher services revenue due to an increase in demand from our enterprise customers in the EMEA region.

Six Months Ended June 30, 2025 and 2024

Total net revenue increased $14.7 million, or 12%, during the six months ended June 30, 2025, compared to the same period of 2024. Changes in revenue were due primarily to (i) an increase of $16.4 million in the Americas region, comprised of an increase of $18.6 million in the United States and a decrease of $2.2 million in Americas-other, (ii) an increase of $6.1 million in the EMEA region, and (iii) a decrease of $7.8 million in the APJ region. The overall increase in revenue was attributable to a $9.6 million increase in revenue from service provider customers and a $5.2 million increase in revenue from enterprise customers during the six months ended June 30, 2025 compared to the same period of 2024. Products revenue increased $15.6 million, of which the Americas region increased $14.4 million and the EMEA region increased $5.4 million, partially offset by a decrease of $4.2 million in the APJ region for the six months ended June 30, 2025, compared to the same period of 2024. Services revenue decreased $0.8 million, of which the APJ region decreased $3.5 million, partially offset by increases of $2.0 million in the Americas region and $0.8 million in the EMEA region for the six months ended June 30, 2025, compared to the same period of 2024.

Products revenue increased $15.6 million, or 26%, during the six months ended June 30, 2025 compared to the same period of 2024, as a result of an increase in demand from both our service provider and enterprise customers in the Americas and EMEA regions.

Services revenue decreased $0.8 million, or 1%, during the six months ended June 30, 2025, compared to the same period of 2024, as a result of a decrease in demand from our service provider customers in the APJ region.

During the six months ended June 30, 2025, $74.7 million, or 55% of total revenue, was generated from the Americas region, which represents a 28% increase in revenue compared to the same period of 2024. The increase was primarily due to higher products revenue due to an increase in demand from both our service provider and enterprise customers in the Americas region.

During the six months ended June 30, 2025, $36.6 million, or 27% of total revenue, was generated from the APJ region, which represents a 18% decrease compared to the same period of 2024. The decrease was primarily due to lower products and services revenue due to a decrease in demand from our enterprise and service provider customers in the APJ region.

During the six months ended June 30, 2025, $24.3 million, or 18% of total revenue, was generated from the EMEA region, which represents an 34% increase compared to the same period of 2024. The increase was primarily due to higher products revenue due to an increase in demand from both our service provider and enterprise customers in the EMEA region.

Cost of Net Revenue, Gross Margin and Gross Profit

Cost of Net Revenue

Cost of products revenue is primarily comprised of cost of third-party manufacturing services and cost of inventory for the hardware component of our products. Our component suppliers change their selling prices frequently in response to market trends, including industry-wide increases in demand. Cost of products revenue also includes warehouse personnel costs, shipping costs, inventory write-downs, certain allocated facilities and information technology infrastructure costs, and expenses associated with logistics and quality control.

Cost of services revenue is primarily comprised of personnel costs for our technical support, training and professional service teams. Cost of services revenue also includes the costs of inventory used to provide hardware replacements to end- customers under PCS contracts and certain allocated facilities and information technology infrastructure costs.

A summary of our cost of net revenue is as follows (dollars in thousands):

Three Months Ended June 30, Increase (Decrease)
2025 2024 Amount Percent
Cost of net revenue:
Products $ 8,197 $ 6,813 $ 1,384 20.3 %
Services 6,475 5,225 1,250 23.9
Total cost of net revenue $ 14,672 $ 12,038 $ 2,634 21.9 %
Six Months Ended June 30, Increase (Decrease)
--- --- --- --- --- --- --- --- ---
2025 2024 Amount Percent
Cost of net revenue:
Products $ 15,460 $ 13,612 $ 1,848 13.6 %
Services 12,654 9,870 2,784 28.2
Total cost of net revenue $ 28,114 $ 23,482 $ 4,632 19.7 %

Products cost of revenue increased 20.3% and 13.6% during the three and six months ended June 30, 2025, compared to the same periods of 2024, primarily due product and regional mix.

Services cost of revenue increased 23.9% and 28.2% during the three and six months ended June 30, 2025, compared to the same periods of 2024, primarily driven by an increase in personnel-related support costs and the mix of services delivered, which include technical support, training and service costs.

Gross Margin

Gross margin may vary and be unpredictable from period to period due to a variety of factors. These may include the mix of revenue from each of our regions, the mix of our products sold within a period, discounts provided to customers, cost of inventory for the hardware component of our products, inventory write-downs and foreign currency exchange rates.

Our sales are generally denominated in U.S. Dollars; however, in Japan, our sales are denominated in Japanese Yen.

Any of the factors noted above can generate either a favorable or unfavorable impact on gross margin.

A summary of our gross profit and gross margin is as follows (dollars in thousands):

Three Months Ended June 30,
2025 2024 Increase (Decrease)
Amount Gross Margin Amount Gross Margin Amount Gross Margin
Gross profit:
Products $ 30,976 79.1 % $ 22,720 76.9 % $ 8,256 2.2 %
Services 23,735 78.6 25,338 82.9 (1,603) (4.3)
Total gross profit $ 54,711 78.9 % $ 48,058 80.0 % $ 6,653 (1.1) % Six Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
2025 2024 Increase (Decrease)
Amount Gross Margin Amount Gross Margin Amount Gross Margin
Gross profit:
Products $ 59,692 79.4 % $ 45,990 77.2 % $ 13,702 2.2 %
Services 47,714 79.0 51,299 83.9 (3,585) (4.9)
Total gross profit $ 107,406 79.3 % $ 97,289 80.6 % $ 10,117 (1.3) %

Products gross margin increased 2.2% and 2.2% during the three and six months ended June 30, 2025, compared to the same periods of 2024, primarily due to product and regional mix.

Services gross margin decreased 4.3% and 4.9% during the three and six months ended June 30, 2025, compared to the same periods of 2024, primarily driven by an increase in personnel-related support costs and the mix of services delivered, which include technical support, training and service costs.

Operating Expenses

Our operating expenses consist of sales and marketing, research and development, general and administrative and restructuring expenses. The largest component of our operating expenses is personnel costs which consist of wages, benefits,

bonuses, and, with respect to sales and marketing expenses, sales commissions. Personnel costs also include stock-based compensation.

A summary of our operating expenses is as follows (dollars in thousands):

Three Months Ended June 30, Increase (Decrease)
2025 2024 Amount Percent
Operating expenses:
Sales and marketing $ 20,964 $ 19,453 $ 1,511 7.8 %
Research and development 16,256 14,737 1,519 10.3
General and administrative 7,180 5,952 1,228 20.6
Total operating expenses $ 44,400 $ 40,142 $ 4,258 10.6 %
Six Months Ended June 30, Increase (Decrease)
--- --- --- --- --- --- --- --- ---
2025 2024 Amount Percent
Operating expenses:
Sales and marketing $ 40,509 $ 40,667 $ (158) (0.4) %
Research and development 32,156 28,800 3,356 11.7
General and administrative 15,652 12,693 2,959 23.3
Total operating expenses $ 88,317 $ 82,160 $ 6,157 7.5 %

Sales and Marketing

Sales and marketing expenses are our largest functional category of operating expenses and primarily consist of personnel costs. Sales and marketing expenses also include the cost of marketing programs, trade shows, consulting services, promotional materials, demonstration equipment, depreciation and certain allocated facilities and information technology infrastructure costs.

Sales and marketing operating expenses increased $1.5 million, or 7.8%, in the three months ended June 30, 2025, compared to the same period in 2024, primarily due to increases in marketing expenses and personnel costs. Sales and marketing operating expenses decreased $0.2 million, or 0.4%, in the six months ended June 30, 2025, compared to the same period in 2024, primarily due to a decrease in personnel costs.

For the full year 2025, we expect sales and marketing expenses to increase modestly from 2024 levels as we continue to apply a disciplined approach to focus our investments in areas that offer the greatest opportunities.

Research and Development

Research and development efforts are focused on new product development and on developing additional functionality for our existing products. These expenses primarily consist of personnel costs, and, to a lesser extent, prototype materials, depreciation and certain allocated facilities and information technology infrastructure costs. We expense research and development costs as incurred.

Research and development operating expenses increased $1.5 million, or 10.3%, in the three months ended June 30, 2025, compared to the same period in 2024, and increased $3.4 million, or 11.7%, in the six months ended June 30, 2025, compared to the same period in 2024, primarily due to an increase in personnel costs.

For the full year 2025, we expect research and development expenses to increase from 2024 levels reflecting strategic investments in our growth priorities, including cybersecurity technology and artificial intelligence technologies.

General and Administrative

General and administrative expenses primarily consist of personnel costs, professional services and office expenses. General and administrative personnel costs include executive, finance, human resources, information technology, facility and

legal related expenses. Professional services primarily consist of fees for outside accounting, tax, legal, recruiting and other administrative services.

General and administrative operating expenses increased $1.2 million, or 20.6%, in the three months ended June 30, 2025, compared to the same period in 2024, and increased $3.0 million, or 23.3%, in the six months ended June 30, 2025, compared to the same period in 2024, primarily due to an increase in professional services expense and personnel costs.

For the full year 2025, we expect general and administrative expenses to increase modestly from 2024 levels as we continue to apply a disciplined approach to focus our investments in areas that offer the greatest opportunities.

Non-Operating Income (Expense)

Non-Operating income, net, consists primarily of interest income earned on our cash and cash equivalents and marketable securities, interest expense on the 2030 Notes, foreign currency exchange gains and losses and fair value adjustments on investments in publicly held equity securities. Foreign currency exchange gains and losses are primarily a result of fluctuations in the Japanese Yen versus the U.S. Dollar.

Interest Income

Interest income was $3.0 million and $1.8 million in the three months ended June 30, 2025 and 2024, respectively, and was $4.8 million and $3.4 million in the six months ended June 30, 2025 and 2024, respectively.

Interest Expense

Interest expense was $1.9 million and $2.2 million in the three and six months ended June 30, 2025, respectively, and was related to our outstanding 2030 Notes that were issued in March 2025. The Company recorded no interest expense in the three and six months ended June 30, 2024.

Other Income (Expense)

The Company recorded $0.5 million and $0.7 million of net gains in other income (expense) in the three and six months ended June 30, 2025, respectively, primarily from foreign currency exchange gains from fluctuations in the Japanese Yen versus the U.S. Dollar. The Company recorded $1.3 million and $3.6 million of net gains in other income (expense) in the three and six months ended June 30, 2024, respectively, primarily from foreign currency exchange gains from fluctuations in the Japanese Yen versus the U.S. Dollar and, to a lesser extent, net gains resulting from fair value adjustments on investments in publicly held equity securities. The Company had no investments in publicly held equity securities in the three and six months ended June 30, 2025.

Provision for Income Taxes

We recorded a provision for income taxes of $1.4 million and $1.5 million for the three months ended June 30, 2025 and 2024, respectively, and $2.3 million and $3.0 million in the six months ended June 30, 2025 and 2024, respectively. The Company’s income tax provisions for the three and six months ended June 30, 2025 and 2024 primarily consisted of U.S. federal and state taxes.

Liquidity and Capital Resources

As of June 30, 2025, we had cash and cash equivalents of $252.9 million, including $3.7 million held outside the United States in our foreign subsidiaries, and $114.5 million of marketable securities. We currently do not have any plans to repatriate our earnings from our foreign operations. As of June 30, 2025, we had working capital of $348.9 million, accumulated deficit of $20.3 million and total stockholders’ equity of $204.0 million. Our marketable securities are highly liquid and are classified as available for sale should the Company decide to quickly raise cash at any time in the future.

We plan to continue to invest for long-term growth, and our investment may increase. We believe that our existing cash and cash equivalents and marketable securities will be sufficient to meet our anticipated cash needs for at least the next 12 months and beyond. Our future capital requirements will depend on many factors, including our growth rate, the expansion of sales and marketing activities, the timing and extent of spending to support development efforts, the introduction of new and enhanced product and service offerings and the continuing market acceptance of our products. In the event that additional financing is required from outside sources, we may not be able to raise such financing on terms acceptable to us or at all. If we

are unable to raise additional capital when desired, our business, operating results and financial condition could be adversely affected. We may also elect to raise additional financing to help us pursue our business and strategic objectives. Any additional financing could be dilutive to our existing stockholders.

In March 2025, the Company issued the 2030 Notes and received net proceeds from the offering of approximately $217.7 million.

The Board has authorized various stock repurchase programs from time to time, including most recently, a twelve-month $50 million program approved November 7, 2023 (the “2023 Program”), a $50 million program approved November 7, 2024 (the “2024 Program”) and a $75 million program approved May 1, 2025 (the “2025 Program”). Under all programs, repurchased shares are held in treasury at cost. The Company’s stock repurchase programs do not obligate us to acquire any specific number of shares. Shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act. During the year ended December 31, 2024, the Company repurchased 2.1 million shares for a total cost of $28.9 million under the 2023 and 2024 Programs. Through June 30, 2025, the Company had repurchased 2.5 million shares for a total cost of $47.5 million under the 2024 and 2025 Programs.

In October 2021, the Board approved the initiation of a regular quarterly cash dividend on our common stock. The Company paid cash dividends of $0.06 per share outstanding, for a total of $4.3 million and $8.8 million in the three and six months ended June 30, 2025 as a return of capital. The next dividend, in the amount of $0.06 per share, will be paid on September 2, 2025 to stockholders of record on August 15, 2025 as a return of capital. We currently anticipate that we will continue to pay comparable quarterly cash dividends in the future. However, the payment, amount and timing of future dividends remain within the discretion of the Board and will depend upon our results of operations, financial condition, cash requirements, and other factors.

As described in Part II – Item 1, “Legal Proceedings” of this Quarterly Report on Form 10-Q, from time to time we are involved in ongoing litigation. Any adverse settlements or judgments in any litigation could have a material adverse impact on our results of operations, cash balances and cash flows in the period in which such events occur.

Statements of Cash Flows

The following table summarizes our cash flow related activities (in thousands):

Six Months Ended June 30,
2025 2024
Cash provided by (used in):
Operating activities $ 39,384 $ 44,650
Investing activities (41,241) (42,472)
Financing activities 159,652 (21,965)
Net increase (decrease) in cash and cash equivalents $ 157,795 $ (19,787)

Cash Flows from Operating Activities

Our cash provided by operating activities is driven primarily by sales of our products and management of working capital investments. Our primary uses of cash from operating activities have been for personnel-related expenditures, manufacturing costs, marketing and promotional expenses and costs related to our facilities. Our cash flows from operating activities will continue to be affected principally by the extent to which we increase spending on our business and our working capital requirements.

During the six months ended June 30, 2025, cash provided by operating activities was $39.4 million, consisting of net income of $20.1 million, non-cash charges of $18.2 million and an increase in cash resulting from the net change in operating assets and liabilities of $1.1 million. Our non-cash charges consisted primarily of depreciation and amortization expenses of $7.1 million and stock-based compensation expense of $10.4 million. The net change in our operating assets and liabilities primarily reflects cash inflows from the changes in accounts receivable of $24.0 million and inventory of $1.6 million, partially offset by cash outflows from accounts payable of $6.4 million, deferred revenue of $6.3 million, accrued liabilities of $5.9 million and prepaid expenses and other assets of $5.9 million.

The favorable change in accounts receivable was attributable to timing of billing and cash collections. The favorable change in inventory was attributable to the timing of product shipments. The unfavorable change in accounts payable was attributable to the timing of payments to vendors. The unfavorable change in deferred revenue was attributable to the timing of service contract bookings. The unfavorable change in accrued liabilities was primarily due to a decrease in accrued variable compensation. The unfavorable change in prepaid expenses and other assets was attributable to an increase in prepaid accounting and marketing expenses.

During the six months ended June 30, 2024, cash provided by operating activities was $44.7 million, consisting of net income of $19.2 million, non-cash charges of $13.2 million and an increase in cash resulting from the net change in operating assets and liabilities of $12.2 million. Our non-cash charges consisted primarily of depreciation and amortization expenses of $5.5 million and stock-based compensation expense of $8.1 million. The net change in our operating assets and liabilities primarily reflects cash inflows from the changes in accounts receivable of $16.7 million and accrued liabilities of $3.6 million, partially offset by cash outflows from inventory of $3.3 million, accounts payable of $2.9 million, deferred revenue of $1.4 million and prepaid expenses and other assets of $0.5 million.

The favorable change in accounts receivable was attributed to timing of billing and cash collections. The favorable change in accrued expenses was primarily due to an increase in accrued variable compensation. The unfavorable change in inventory was attributable to the timing of product shipments. The unfavorable change in accounts payable was attributable to the timing of payments to vendors. The unfavorable change in prepaid expenses and other assets was attributable to an increase in prepaid state and federal taxes. The unfavorable change in deferred revenue was attributable to the timing of service contract bookings.

Cash Flows from Investing Activities

During the six months ended June 30, 2025, cash used in investing activities was $41.2 million, consisting of purchases of marketable securities of $68.1 million, cash paid for the acquisition of ThreatX Protect of $19.1 million and capital expenditures of $8.7 million, partially offset by maturities of marketable securities of $54.7 million. See Note 5 for additional information.

During the six months ended June 30, 2024, cash used in investing activities was $42.5 million, consisting of purchases of marketable securities of $106.3 million and capital expenditures of $6.4 million, partially offset by maturities of marketable securities of $47.7 million and sales of marketable securities of $22.5 million.

Cash Flows from Financing Activities

During the six months ended June 30, 2025, cash provided by financing activities was $159.7 million, consisting of proceeds from the sale on the Company’s 2030 Notes of $217.7 million, proceeds from common stock issued under the Company’s equity plans of $1.7 million, partially offset by repurchases of common stock of $51.0 million and cash dividend payments of $8.8 million.

During the six months ended June 30, 2024, cash used in financing activities was $22.0 million and primarily consisting of $14.9 million used for repurchases of common stock and $8.9 million used for cash dividend payments, partially offset by $1.9 million of proceeds from common stock issued under the Company’s equity plans.

Contractual Obligations

Our contractual obligations consist of non-cancellable operating lease arrangements and totaled $11.7 million as of June 30, 2025. Our operating lease arrangements expire on various dates through April 2028. These arrangements require us to pay certain operating expenses, such as taxes, repairs and insurance, and contain renewal and escalation clauses.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

The Company applied the fair value measurement requirements within ASC 820 Fair Value Measurements to evaluate the fair value of identifiable assets acquired and liabilities assumed in connection with its acquisition of ThreatX Protect in February 2025. The Company estimated fair value and remaining useful life of the intangible assets acquired based on the price that would be received if the Company were to sell the intangible assets in an orderly transaction between market participants. Intangible assets will be amortized on a straight-line basis over their remaining useful life. See Note 5 Acquisition for additional information.

The Company’s other critical accounting policies and estimates are disclosed in Part II – Item 7, “Critical Accounting Estimates” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 25, 2025. There have been no material changes to the Company’s other critical accounting policies and estimates during the six months ended June 30, 2025.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Risk

Our condensed consolidated results of operations, financial position and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. Historically, the majority of our revenue contracts are denominated in U.S. Dollars, with the most significant exception being Japan where we invoice primarily in Japanese Yen. Our costs and expenses are generally denominated in the currencies where our operations are located, which is primarily in the Americas, EMEA and, to a lesser extent, Japan and the Asia Pacific region. We have a hedging program with respect to foreign currency risk. Revenue resulting from selling in local currencies and costs and expenses incurred in local currencies are exposed to foreign currency exchange rate fluctuations, which can affect our revenue and operating income. As exchange rates vary, operating income may differ from expectations.

The functional currency of our foreign subsidiaries is the U.S. Dollar. At the end of each reporting period, monetary assets and liabilities are remeasured to the functional currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses related to remeasurement are recorded in interest and other income, net in the condensed consolidated statements of operations. A significant fluctuation in the exchange rates between our subsidiaries’ local currencies, especially the Japanese Yen, British Pound and Euro, and the U.S. Dollar could have an adverse impact on our condensed consolidated financial position and results of operations.

We recorded $0.5 million and $0.9 million of net foreign exchange gains during the three months ended June 30, 2025 and 2024, respectively, and recorded $0.7 million and $2.8 million of net foreign exchange gains during the six months ended June 30, 2025 and 2024, respectively. The effect of a hypothetical 10% change in our exchange rate would not have a significant impact on our condensed consolidated results of operations.

Interest Rate Sensitivity

Our exposure to market risk for changes in interest rates relates primarily to our marketable securities. Our marketable securities are typically comprised of corporate securities, U.S. Treasury and agency securities, commercial paper, asset-backed securities and equity securities of publicly traded companies. We do not enter into investments for trading or speculative purposes. As of June 30, 2025, our investment portfolio included marketable securities with an aggregate amortized cost basis of $114.2 million and a fair value of $114.5 million. The effect of a hypothetical 10% change in interest rates would not have a material impact on our interest expense.

The following table presents the hypothetical fair values of our marketable securities assuming immediate parallel shifts in the yield curve of 50 basis points (“BPS”), 100 BPS and 150 BPS as of June 30, 2025 (in thousands):

Fair Value as of
(150 BPS) (100 BPS) (50 BPS) 6/30/2025 50 BPS 100 BPS 150 BPS
Marketable securities $ 115,565 $ 115,197 $ 114,828 $ 114,459 $ 114,090 $ 113,720 $ 113,350

ITEM 4. CONTROLS AND PROCEDURES

Management’s Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025, as required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits to the SEC, under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and financial officers, as appropriate to enable timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, our management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that our management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Our Chief Executive Officer and Chief Financial Officer, as our principal executive officer and principal financial officer, respectively, concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2025, and that the condensed consolidated financial statements included in this Form 10-Q present fairly, in all material respects, and in conformity with U.S. GAAP, our financial position, results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the three months ended June 30, 2025, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our principal executive officer and our principal financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

ITEM 1. LEGAL PROCEEDINGS

We have been and may currently be involved in various legal proceedings, the outcomes of which are not within our complete control or may not be known for prolonged periods of time. Management is required to assess the probability of loss and amount of such loss, if any, in preparing our consolidated financial statements. We evaluate the likelihood of a potential loss from legal proceedings to which we are a party. We record a liability for such claims when a loss is deemed probable and the amount can be reasonably estimated. Significant judgment may be required in the determination of both probability and whether an exposure is reasonably estimable. Our judgments are subjective based on the status of the legal proceedings, the merits of our defenses and consultation with in-house and outside legal counsel. As additional information becomes available, we reassess the potential liability related to pending claims and may revise our estimates. Due to the inherent uncertainties of the legal processes in the multiple jurisdictions in which we operate, our judgments may be materially different than the actual outcomes, which could have material adverse effects on our business, financial conditions and results of operations.

ITEM 1A. RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully review and consider the information regarding certain factors that could materially affect our business, financial condition or future results set forth under Part I, Item 1A "Risk Factors" in the 2024 Annual Report. Except as disclosed below, there have been no material changes to the risk factors disclosed in the 2024 Annual Report.

Risks Related to Intellectual Property, Litigation, Laws and Regulations

Enhanced United States tariffs, import/export restrictions, Chinese regulations, countermeasures taken by affected countries or other trade barriers may have a negative effect on global economic conditions, financial markets and our business.

There is currently significant uncertainty about the future relationship between the U.S. and various other countries, most significantly China, with respect to trade policies, treaties, tariffs and taxes. The current U.S. administration has imposed a range of tariff actions on U.S. trading partners. In April 2025, acting under the International Economic Emergency Powers Act (“IEEPA”), the Trump administration temporarily increased IEEPA tariffs on Chinese imports to 145% (reduced back to 30% in May 2025) and set a baseline 10% tariff applicable to almost every country, with exemptions for certain products. Ongoing trade investigations, including investigations under Section 232 of the Trade Expansion Act and Section 301 of the Trade Adjustment Act, could also lead to greater restrictions on international trade and further increases in tariffs on goods imported into the U.S. These include investigations by the U.S. Trade Representative (“USTR”) into Chinese legacy semiconductors and the U.S. Department of Commerce (“Commerce”) into semiconductors and derivative articles, among other actions. Commerce has since imposed 50% duties under Section 232 on copper and copper derivative products and continues to investigate the national security impact of imports of myriad other products, with decisions likely to be made later this year. Further, the United States continues to negotiate and enter into trade agreement frameworks with various countries. China has also imposed, or threaten to impose, various export restrictions on its products, including certain critical minerals. Although A10's supply chain does not depend exclusively upon imports from China, an increase in tariffs generally will cause our costs to increase, which could narrow the profits we earn from sales of products requiring such materials and/or compel us to increase our prices to customers. Furthermore, while we are not presently aware of duties applicable to digital services, if trade restrictions or barriers are placed on our products by foreign governments, the prices for such products may increase, which may result in the loss of customers and harm to our business, financial condition and results of operations. There can be no assurance that we will not experience a disruption in business related to these or other changes in trade practices and the process of changing suppliers in order to mitigate any such tariff costs could be complicated, time consuming and costly.

Furthermore, the U.S. tariffs may cause customers to delay orders as they evaluate where to take delivery of our products in connection with their efforts to mitigate their own tariff exposure. Such delays create forecasting difficulties for us and increase the risk that orders might be canceled or never be placed. Current or future tariffs may also negatively impact our customers’ revenue, thereby causing an indirect negative impact on our sales. Any reduction in customers’ revenue, and/or any apprehension among distributors and customers of a possible reduction in such revenue, could cause an indirect negative impact on our own sales. As noted, the current U.S. administration has taken a variety of tariff actions against other countries, and other countries such as China have at times responded with retaliatory tariffs and non-tariff measures as trade negotiations continue. The duration and magnitude of these tariffs and other trade disruptions remains uncertain and could lead to economic decline in affected countries, which could negatively impact purchases of our products. Moreover, an increase in the cost of our products due to tariffs or other trade actions could cause us to be impacted to a greater degree than our competitors who are based in countries that are not subject to tariffs, placing us at a disadvantage. Simply put, future U.S. tariffs on imports and retaliatory tariffs could increase the cost of, and reduce demand for, our products, which may materially adversely affect our results of operations.

Additionally, the current uncertainty about the future relationship between the U.S. and other countries with respect to the trade policies, treaties, taxes, sanctions, government regulations and tariffs makes it difficult to plan for the future. New developments in these areas, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between these nations and the U.S. Any of these factors could depress economic activity and restrict our access to suppliers or customers and have a material adverse effect on our business, financial condition and results of operations and affect our strategy. Given the uncertainty of further developments related to tariffs, international trade agreements and policies we can give no assurance that our business, financial condition and operating results would not be adversely affected.

Risks Related to Our Convertible Indebtedness

The issuance of shares of our common stock could depress the trading price of our common stock.

We have the right to elect to settle conversion of the 2030 Notes either entirely in cash or in combination of cash and shares of common stock. Our election to convert the 2030 Notes into common stock may further dilute the economic and voting rights of our existing stockholders and/or reduce the market price of our common stock. In addition, the market’s expectation that conversions may occur could depress the trading price of our common stock even in the absence of actual conversions. Moreover, the expectation of conversions could encourage the short selling of our common stock, which could place further downward pressure on the trading price of our common stock. In addition, our issuance of additional shares of common stock will dilute the ownership interests of our existing common stockholders.

We may be unable to raise the funds necessary to repurchase the 2030 Notes for cash following a fundamental change or to pay the cash amounts due upon maturity or conversion of the 2030 Notes, and our future indebtedness may limit our ability to repurchase the 2030 Notes or to pay any cash amounts due upon their maturity or conversion.

Noteholders may, subject to a limited exception, require us to repurchase their 2030 Notes following a “fundamental change” (which is defined in the 2030 Notes Indenture to include certain change-of-control events and the delisting of our common stock) at a cash repurchase price generally equal to the principal amount of the 2030 Notes to be repurchased, plus accrued and unpaid interest, if any. Upon maturity of the 2030 Notes, we must pay their principal amount and accrued and unpaid interest in cash, unless they have been previously repurchased, redeemed or converted. In addition, all conversions of the 2030 Notes will be settled partially or entirely in cash. We may not have enough available cash or be able to obtain financing at the time we are required to repurchase the 2030 Notes or pay any cash amounts due upon their maturity or conversion. In addition, applicable law, regulatory authorities and the agreements governing our future indebtedness may restrict our ability to repurchase the 2030 Notes or to pay the cash amounts due upon their maturity or conversion. Our failure to repurchase 2030 Notes or to pay any cash amounts due upon their maturity or conversion when required will constitute a default under the indenture governing the 2030 Notes. A default under the 2030 Notes Indenture or the fundamental change itself could also lead to a default under agreements governing our other or future indebtedness, which may result in that other or future indebtedness becoming immediately payable in full. If repayment of the related indebtedness were to be accelerated after an applicable notice or grace periods, we may not have sufficient funds to satisfy all amounts due under the 2030 Notes, any other indebtedness, repurchase such notes or make cash payments upon conversion of such notes, if applicable.

Provisions in the 2030 Notes Indenture could delay or prevent an otherwise beneficial takeover of us.

Certain provisions in the 2030 Notes and the 2030 Notes Indenture could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a fundamental change, then noteholders will have the right to require us to repurchase their 2030 Notes for cash. In addition, if a takeover constitutes a make-whole fundamental change, then we may be required to temporarily increase the conversion rate for the 2030 Notes. In either case, and in other cases, our obligations under the 2030 Notes and the 2030 Notes Indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our common stock may view as favorable.

The conversion of 2030 Notes could impair our financial position and liquidity.

Because we must settle at least a portion of our conversion obligation for the 2030 Notes in cash, the conversion of 2030 Notes could materially and adversely affect our financial position and liquidity. Before December 1, 2029, noteholders will have the right to convert their 2030 Notes only upon the occurrence of certain events. From and after December 1, 2029, noteholders may convert their 2030 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. However, many of the conditions that permit the conversion of 2030 Notes before December 1, 2029 are beyond our control. We could be required to expend a significant amount of cash to settle conversions, which could significantly harm our financial position and liquidity.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On May 1, 2025, the Company announced that the Board authorized a new stock repurchase program of up to $75 million of its common stock (the “2025 Program”). The 2025 Program does not have a specified term or termination date. Under the 2025 Program, we can repurchase shares of our common stock in the open market, in privately negotiated transactions, in block trades or a combination of the foregoing. We are not obligated under the 2025 Program to repurchase any specific number or dollar amount of shares of common stock, and were able to modify, suspend or discontinue the 2025 Program at any time. Our management and the Board determined the timing and amount of any repurchase in its discretion based on a variety of factors, such as the market price of our common stock, corporate requirements, general market economic conditions and legal requirements. The Company funded repurchases from its existing cash balance and cash provided by operating activities.

Share repurchase activity during the three months ended June 30, 2025 was as follows (in thousands, except per share amounts):

Periods Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
April 1 - 30, 2025 $ $
May 1 - 31, 2025 229 $ 17.22 229 $ 71,058
June 1 - 30, 2025 $ $
Total 229 $ 71,058

(1) The $71,058 thousand in the table above represents the amount available to repurchase shares under the 2025 Program as of June 30, 2025.

ITEM 5. OTHER INFORMATION

Insider Adoption or Termination of Trading Arrangements

During the fiscal quarter ended June 30, 2025, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

ITEM 6. EXHIBITS

Incorporated herein by reference is a list of the exhibits contained in the Exhibit Index below.

EXHIBIT INDEX

Exhibit<br>Number Description
3.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 6, 2019)
3.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on December 6, 2019)
10.1+* Form of Performance-Based Restricted Stock Unit Agreement pursuant to the 2023 Stock Incentive Plan
10.2+ 2014 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 filed on May 8,2025)
31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1** Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
32.2** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
101* Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I – Item 1, “Condensed Consolidated Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q
104* Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set

*    Filed herewith.

+    Indicates a management contract or compensatory plan.

**    The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of A10 Networks, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

SIGNATURES

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.

A10 NETWORKS, INC.

Date: August 5, 2025

By: /s/ Dhrupad Trivedi
Dhrupad Trivedi
President and Chief Executive Officer <br>(Principal Executive Officer)

Date: August 5, 2025

By: /s/ Brian Becker
Brian Becker
Chief Financial Officer<br>(Principal Accounting and Financial Officer)

45

exhibit101toform10-qq2x2

EXHIBIT 10.1 A10 NETWORKS, INC. 2023 STOCK INCENTIVE PLAN PERFORMANCE-BASED NOTICE OF RESTRICTED STOCK UNIT AWARD You have been granted the following Performance-Based Restricted Stock Units (the “Restricted Stock Units”, “RSUs” or this “Award”) representing shares of Common Stock of A10 Networks, Inc. (the “Company”) under the A10 Networks, Inc. 2023 Stock Incentive Plan (as may be amended from time to time, the “Plan”): NOTICE OF PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT Participant Name: «Name» Employee ID: «ID» Address: «Address» «City», «State» «Zip» Participant has been granted the right to receive an Award of Restricted Stock Units covering shares of the Company’s Common Stock (“Shares”), subject to the terms and conditions of the Plan and the Award Agreement, as follows: Grant Number: «Grant_» Date of Grant: Target Number of Restricted Stock Units: «Shares» Maximum Number of Restricted Stock Units: [__]% of the Target Number of Restricted Stock Units Performance Period: Vesting Schedule: This Award of performance-based Restricted Stock Units is subject to both performance-based and time-based vesting requirements. This Award is divided into two (2) vesting tranches (“Tranches”), with each Tranche covering the Shares specified in the table below: Tranche Number of Shares Subject to Tranche First Tranche «M_1st» Shares Second Tranche «M_2nd» Shares


2 A. Maximum Number of Shares That May Vest. Subject to any adjustments under the Plan, the maximum number of Shares subject to this Award that may vest is equal to the Maximum Number of Restricted Stock Units. B. Vesting Criteria. Subject to the additional vesting requirements in connection with a Change in Control (“CIC”) as provided further below, vesting of this Award will be based on the following requirements: (i) Performance-based Criteria. Any portion of this Award that becomes eligible to vest upon satisfying the performance-based criteria (each, a “Performance Milestone”) described below is referred to as the “Eligible Portion.” (a) $___ Performance Milestone: The First Tranche will become an Eligible Portion upon the achievement of $___ or greater with respect to the 100-Day Stock Price (as defined below) during the Performance Period. (b) $___ Performance Milestone: The Second Tranche will become an Eligible Portion upon the achievement of $___ or greater with respect to the 100-Day Stock Price during the Performance Period. For the avoidance of doubt, more than one Performance Milestone may be achieved at the same time, but each Performance Milestone may be achieved only once. For purposes of this Award Agreement, “100-Day Stock Price” means the average of the volume weighted average price (VWAP) of the Shares, as reported by Bloomberg L.P. or such other source as the Administrator deems reliable, for each trading day occurring in the trailing, one hundred (100) calendar days ending with (and inclusive of) such applicable date occurring in the Performance Period. In the event that any dividend or other distribution (whether in the form of cash, shares of the Company’s common stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, reincorporation, reclassification, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under this Award, will adjust the 100-Day Stock Price required to be achieved under a Performance Milestone that has not yet been achieved. (ii) Time-based Criteria. In addition to achieving the Performance Milestone, each Tranche is subject to time-based vesting requirements if and when such Tranche becomes an Eligible Portion. Any Eligible Portion will be scheduled to vest as to one-half (1/2) of the Eligible Portion within 30 days of the date of achievement of the corresponding Performance Milestone and an additional one-fourth (1/4th) on each of the first (1st) and second (2nd) annual anniversaries of the date of achievement of the Performance Milestone (but in no event earlier than the date of Certification (as defined below) with respect to such Eligible Portion), in each case subject to Participant remaining a Service Provider through the applicable vesting date and subject to the vesting acceleration provisions in paragraph D.(iv) below. C. Certification. The Administrator, periodically as well as upon completion of the Performance Period, will determine whether any of the Performance Milestones have been achieved during the Performance Period (a “Certification”). The Administrator will make any final Certification upon completion of the Performance Period (to the extent that any Performance Milestone had remained unachieved) no later than sixty (60) days following the last day of the Performance Period. D. Change in Control. Notwithstanding the vesting criteria described above, if there is a CIC (as


3 defined below) during the Performance Period, then the following treatment will apply to this Award. (i) Measurement Based on Deal Price. If a CIC occurs and any Performance Milestone has not yet been met, then the Deal Price (as defined below) will be measured against such Performance Milestone, as of a date determined by the Administrator in its sole discretion, during the period beginning ten (10) days before the completion of the CIC and ending on the date immediately prior to the CIC, to determine whether any such Performance Milestone will be achieved. Any portion of this Award for which such Performance Milestone is deemed achieved based on the Deal Price will be considered an Eligible Portion as of immediately prior to the completion of the CIC. (ii) Deal Price. For purposes of this Award, “Deal Price” means the amount (or value, as applicable) as determined by the Administrator, in its sole discretion, of the consideration to be received by the Company’s stockholders (and/or the Company, if applicable, for example in the case of a CIC due to the sale of a substantial portion of the Company’s assets) in the CIC. (iii) CIC Vesting Schedule. Any portion of this Award that becomes an Eligible Portion in connection with the CIC under section D.(i) above will be scheduled to vest as to one-half (1/2) of such Eligible Portion within 30 days of the date of achievement of the corresponding Performance Milestone and an additional one-fourth (1/4) on each of the first (1st) and second (2nd) annual anniversaries of the date of achievement of the Performance Milestone (but in no event earlier than the date of Certification (as defined below) with respect to such Eligible Portion), in each case subject to Participant remaining a Service Provider through the applicable vesting date. (iv) Termination in Connection with a CIC Vesting Acceleration. If Participant’s employment with the Company is terminated without Cause (as defined below) and other than due to death or disability, or if Participant resigns from his or her employment for Good Reason (as defined below), and, in each case, such termination occurs during the period beginning on the date on which an agreement to enter into such CIC has been signed and executed by the relevant parties, and ending on the date twelve (12) months following such CIC, then one hundred percent (100%) of Participant’s then-outstanding and unvested Eligible Portion will become vested in full. (v) Forfeiture. If as of immediately prior to the CIC, any portion of this Award has not become an Eligible Portion, then such portion will be forfeited as of immediately prior to the CIC. Such forfeited portion will not be eligible for vesting acceleration in paragraph D.(iv) above. E. Definitions. (i) CIC. The term “CIC” shall mean the occurrence of any of the following events: (a) A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (“Person”), acquires ownership of the stock of the Company that, together with the stock already held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; or (b) A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (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 (c) A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that


4 for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company. For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. (ii) Cause. “Cause” will mean: (a) Participant’s repeated failure to perform his or her duties and responsibilities to the Company, or abide, in all material respects, with the policies of the Company after written notice from the Board or an officer of the Company describing in reasonable detail Participant’s failure to perform such duties or responsibilities or abide by such policies; (b) Participant’s engagement in illegal conduct that was or is injurious in any material respect to the Company; (c) Participant’s material violation or material breach of his or her Employment, Confidential Information and Invention Assignment with the Company that is not cured within twenty (20) days of written notice thereof or is incapable of cure; or (d) Participant’s conviction of, or entry of a plea of guilty or nolo contendere to, a felony (other than motor vehicle offenses the effect of which do not materially impair Participant’s performance of his employment duties) or any crime involving fraud, embezzlement or other offense which involves moral turpitude, and/or committing any act of embezzlement, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company. (iii) Good Reason. “Good Reason” will mean Participant’s voluntary termination of employment with the Company within ninety (90) days following the expiration of any Company cure period (discussed below) following one or more of the following occurring without Participant’s prior written consent: (a) a material reduction by the Company in Participant’s gross base salary, as in effect immediately prior to such reduction other than in connection with a similar reduction for all similarly- situated employees of the Company; (b) a material reduction by the Company in Participant’s authority, duties, or responsibilities; or (c) relocation of Participant’s principal place of work to a location that is more than fifty (50) miles from Participant’s current principal work site for the Company; (d) Participant may not resign for Good Reason without first providing the Company with written notice within sixty (60) days of the initial existence of the condition that Participant believes constitutes Good Reason specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice, during which such grounds must not have been cured.


5 For purposes of the “Good Reason” definition, the term “Company” will be interpreted to include any subsidiary, parent, affiliate or successor thereto, if applicable. By your written signature below (or your electronic acceptance) and the signature of the Company’s representative below, you and the Company agree that the RSUs are granted under and governed by the terms and conditions of the Plan, this Notice of Restricted Stock Unit Grant and the Restricted Stock Unit Agreement, including any special terms for Participants outside of the United States (“U.S.”) (collectively, this “Agreement”), each of which are attached to and made a part of this document. By your written signature below (or your electronic acceptance), you further agree that the Company may deliver by e-mail all documents relating to the Plan or this Award (including without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify you by e-mail. Should you electronically accept this Agreement, you agree to the following: “This electronic contract contains my electronic signature, which I have executed with the intent to sign this Agreement.” By accepting this Award, Participant expressly consents to the sale of Shares to cover all applicable withholding obligations for Tax-Related Items (and any associated broker or other fees), as set forth in Section 7 of the Restricted Stock Unit Terms, and agrees and acknowledges that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator’s express written consent.


6 You acknowledge and agree that (i) you have carefully read, fully understand and agree to all of the terms and conditions described in this Notice of Restricted Stock Unit Award, the attached Restricted Stock Unit Agreement and the Plan and (ii) you have been given an opportunity to consult your own legal and tax counsel with respect to all matters relating to these RSUs prior to signing (or electronically accepting) this Notice of Restricted Stock Unit Award and that you have either consulted such counsel or voluntarily declined to consult such counsel. RECIPIENT A10 NETWORKS, INC. «Name» By: Name: Title:


7 A10 NETWORKS, INC. 2023 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT The Plan and Other Agreements The RSUs that you are receiving are granted pursuant and subject in all respects to the applicable provisions of the Plan, which is incorporated herein by reference. Capitalized terms not defined in this Agreement will have the meanings ascribed to them in the Plan. The attached Notice of Restricted Stock Unit Award, this Agreement, including any additional terms for Participants outside of the United States (“U.S.”) set forth in the addendum hereto, and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded, with the exception of (1) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law and (2) any written employment or severance arrangement that would provide for vesting acceleration of the RSUs upon the terms and conditions set forth therein. This Agreement may be amended by the Committee without your consent; however, if any such amendment would materially impair your rights or obligations under this Agreement, this Agreement may be amended only by another written agreement, signed by you and the Company. Payment for RSUs No cash payment is required for the RSUs you receive. You are receiving the RSUs in consideration for Services rendered by you. Vesting The RSUs that you are receiving will vest as shown in the Notice of Restricted Stock Unit Award. No additional RSUs vest after your Service as an Employee, an Outside Director or a Consultant has terminated for any reason. Forfeiture If your Service terminates for any reason, then this Award expires immediately as to the number of RSUs that have not vested before the termination date and do not vest as a result of termination. Your Service will not be extended by any notice period. This means that the unvested RSUs will immediately be cancelled. You will receive no payment for RSUs that are forfeited. The Company determines when your Service terminates for this purpose and all purposes under the Plan and its determinations are conclusive and binding on all persons. Leaves of Absence For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave of absence was approved by the Company in writing and if continued crediting of Service is required by the terms of the leave or by applicable law. But your Service terminates when the approved leave ends, unless you immediately return to active work. If you go on a leave of absence, then the vesting schedule specified in the Notice of Restricted Stock Unit Award may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If your work schedule changes (i.e., your work hours are increased or reduced), then the vesting schedule specified in the Notice of Restricted Stock Unit Award may


8 be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part- time schedule. Nature of RSUs Your RSUs are mere bookkeeping entries. They represent only the Company’s unfunded and unsecured promise to issue Shares on a future date. As a holder of RSUs, you have no rights other than the rights of a general unsecured creditor of the Company. No Voting Rights or Dividends Your RSUs carry neither voting rights nor rights to dividends. Neither you, nor your estate or heirs, have any rights as a stockholder of the Company in respect of the RSUs, unless and until your RSUs are settled by issuing Shares. No adjustments will be made for dividends or other rights if the applicable record date occurs before your Shares are issued, except as described in the Plan. RSUs Nontransferable You may not sell, transfer, assign, pledge or otherwise dispose of any RSUs. For instance, you may not use your RSUs as security for a loan. If you attempt to do any of these things, your RSUs will immediately become invalid. Settlement of RSUs Each of your vested RSUs will be settled when it vests; provided, however, that if the Committee requires you to pay withholding taxes through a sale of Shares, settlement of each RSU may be deferred to the first permissible trading day for the Shares, if later than the applicable vesting date. Under no circumstances may your RSUs be settled later than two and one-half (2-1/2) months following the calendar year in which the applicable vesting date occurs. For purposes of this Agreement, “permissible trading day” means a day that satisfies all of the following requirements: (1) the exchange on which the Shares are traded is open for trading on that day; (2) you are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act; (3) either (a) you are not in possession of material non-public information that would make it illegal for you to sell Shares on that day under Rule 10b-5 under the Exchange Act or (b) Rule 10b5-1 under the Exchange Act would apply to the sale; (4) you are permitted to sell Shares on that day under such written insider trading policy as may have been adopted by the Company; and (5) you are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party. At the time of settlement, you will receive one Share for each vested RSU; provided, however, that no fractional Shares will be issued or delivered pursuant to the Plan or this Agreement, and the Committee will determine whether cash will be paid in lieu of any fractional Share or whether such fractional Share and any rights thereto will be canceled, terminated or otherwise eliminated. In addition, the Shares are issued to you subject to the condition that the issuance of the Shares does not violate any law or regulation.


9 Withholding Taxes and Stock Withholding Regardless of any action the Company and/or the Subsidiary or Affiliate employing you (your “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and your Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the award, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to settlement and the receipt of any dividends; and (2) do not commit to structure the terms of the award or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and your Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Unless the Committee determines otherwise, by accepting this Award, you expressly consent to the sale of Shares to cover the Tax Related Items (and any associated broker or other fees) and agree and acknowledges that you may not satisfy them by any means other than such sale of Shares, unless required to do so by the Committee or pursuant to the Committee express written consent. If the Committee determines that you cannot satisfy the Tax-Related Items through the procedure set forth in the immediately preceding sentence, then the Administrator may permit you to satisfy the Tax Withholding Obligations by (i) delivery of cash or check to the Company or the Employer, (ii) withholding from your wages or other cash compensation paid to you by the Company and/or the Employer, (iii) withholding Shares otherwise issuable upon settlement of the RSUs with a Fair Market Value equal to the minimum amount of any Tax-Related Items required to be withheld, or (iv) such other means as the Committee deems appropriate. Depending on the method of withholding, the Company may withhold or account for Tax-Related Items by considering the maximum or minimum applicable rates. If the Tax Withholding Obligations are satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax- Related Items. Restrictions on Resale You agree not to sell any Shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify. No Retention Rights Neither this Award nor this Agreement gives you the right to be employed or retained by the Company or any Subsidiary or Affiliate of the Company in any capacity. The Company and its Subsidiaries and Affiliates reserve the right to terminate your Service at any time, with or without cause.


10 You understand and acknowledge that the vesting of your Award pursuant to the vesting schedule hereof is earned only by your continued Service, or the satisfaction of any other conditions set forth herein, in each case at the will of the Company (not through the act of being hired or being granted this Award). As such, this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as a service provider for the vesting period, for any period, or at all, and shall not interfere in any way with your right or the Company’s right to terminate your continued Service at any time, with or without cause. Adjustments The number of RSUs covered by this Award will be subject to adjustment in the event of a stock split, a stock dividend or a similar change in Shares, and in other circumstances, as set forth in the Plan. The forfeiture provisions and restrictions described above will apply to all new, substitute or additional restricted stock units or securities to which you are entitled by reason of this Award. Successors and Assigns Except as otherwise provided in the Plan or this Agreement, every term of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees and assigns. Notice Any notice required or permitted under this Agreement will be given in writing, including electronically, and will be deemed effectively given upon the earliest of personal delivery, electronic delivery to the email address assigned to you by the Company or provided by you to the Company, receipt or the third (3rd) full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto. The Company may, in its sole discretion, deliver any documents related to your current or future participation in the Plan by electronic means. By accepting this Award, you hereby: (1) consent to receive such documents by electronic means; (2) consent to the use of electronic signatures; and (3) agree to participate in the Plan and/or receive any such documents through an online or electronic system established and maintained by the Company or a third party designated by the Company, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. Section 409A of the Code This Agreement and the RSUs are intended to be exempt from the application of Section 409A of the Code, including but not limited to by reason of complying with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted accordingly. Notwithstanding the foregoing, to the extent this Agreement and the RSUs are subject to, and not exempt from, Section 409A of the Code, this Agreement and the RSUs are intended to comply with Section 409A, and its provisions will be interpreted in a manner consistent with such intent. You acknowledge and agree that changes may be made to this Agreement to avoid adverse tax consequences to you under Section 409A. If it is determined that the RSUs are deferred compensation subject to Section 409A of the Code and


11 you are a “specified employee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your “separation from service” (as defined in Section 409A of the Code), then the issuance of any Shares that would otherwise be made upon the date of your separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of the separation from service, with the balance of the Shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the Shares is necessary to avoid the imposition of adverse taxation on you in respect of the Shares under Section 409A of the Code. Each installment of Shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). Applicable Law and Choice of Venue This Agreement will be interpreted and enforced under the laws of the State of California without application of the conflicts of law principles thereof. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that any such litigation will be conducted only in the courts of Santa Clara County, California, or the federal courts of the United States for the Northern District of California and no other courts. Governing Document This Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of the Award, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. Except as expressly provided in this Agreement, in the event of any conflict between the provisions of this Agreement, the Notice of Restricted Stock Unit Award, and those of the Plan, the provisions of the Plan will control. Notwithstanding provisions in this Agreement, the Award shall be subject to additional terms and conditions for Participants outside the U.S. set forth in an addendum to this Agreement, including any additional terms and conditions for your country. Moreover, if you relocate to another country, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Any addendum to this Agreement constitutes part of this Agreement. Severability In the event that all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any section of this Agreement (or part of such a section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such section or part of a section to the fullest extent possible while remaining lawful and valid.


12 No Tax, Legal or Investment Advice The Company and your Employer are not providing any tax, legal or financial advice, nor is the Company or your Employer making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares. You understand and agree that you should consult with your own personal tax, financial and/or legal advisors regarding the Award and Tax-Related Items arising in connection with the Award and by accepting the Award, you have agreed that you have done so or knowingly and voluntarily declined to do so. Miscellaneous You understand and acknowledge that (1) the Plan is entirely discretionary, (2) the Company and your Employer have reserved the right to amend, suspend or terminate the Plan at any time, (3) the grant of this Award does not in any way create any contractual or other right to receive additional grants of awards (or benefits in lieu of awards) at any time or in any amount and no inference shall be drawn from the grant of this Award with respect to the quality of your service to, or standing with, the Company and (4) all determinations with respect to any additional grants, including (without limitation) the times when awards will be granted, the number of RSUs subject to awards and the vesting schedule, will be at the sole discretion of the Company. The value of this Award will be an extraordinary item of compensation outside the scope of your employment contract, if any, and will not be considered a part of your normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses, service awards, pension or retirement benefits or similar payments. You understand and acknowledge that participation in the Plan ceases upon termination of your Service for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement. You hereby authorize and direct your Employer to disclose to the Company or any Subsidiary or Affiliate any information regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, as your Employer deems necessary or appropriate to facilitate the administration of the Plan. You consent to the collection, use and transfer of personal data as described in this subsection. You understand and acknowledge that the Company, your Employer and the Company’s other Subsidiaries and Affiliates hold certain personal information regarding you for the purpose of managing and administering the Plan, including (without limitation) your name, home address, telephone number, date of birth, social insurance or other government identification number, salary, nationality, job title, any Shares or directorships held in the Company and details of all awards or any other entitlements to RSUs or Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (the “Data”). You further understand and acknowledge that the Company, its Subsidiaries and/or its Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan and that the Company and/or any Subsidiary may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the Plan.


13 You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere, and that the laws of a recipient’s country of operation (e.g., the United States) may not have equivalent privacy protections as local laws where you reside or work. You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the Plan, including a transfer to any broker or other third party with whom you elect to deposit Shares acquired under the Plan of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf. You may, at any time, view Data, require any necessary modifications of Data, make inquiries about the treatment of Data or withdraw the consents set forth in this subsection by contacting the Human Resources Department of the Company in writing. You acknowledge and agree that you have reviewed the documents provided to you in relation to the Award in their entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting the Award, and fully understand all provisions of such documents. You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of the Award. BY SIGNING THE NOTICE OF RESTRICTED STOCK UNIT AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.


Document

Exhibit 31.1

CERTIFICATION

I, Dhrupad Trivedi, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of A10 Networks, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2025 By: /s/ Dhrupad Trivedi
Dhrupad Trivedi
President and Chief Executive Officer

Document

Exhibit 31.2

CERTIFICATION

I, Brian Becker, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of A10 Networks, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2025 By: /s/ Brian Becker
Brian Becker
Chief Financial Officer
(Principal Accounting and Financial Officer)

Document

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of A10 Networks, Inc. (the “Company”) for the fiscal quarter ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dhrupad Trivedi, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 5, 2025 By: /s/ Dhrupad Trivedi
Dhrupad Trivedi
President and Chief Executive Officer

Document

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of A10 Networks, Inc. (the “Company”) for the fiscal quarter ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian Becker, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 5, 2025 By: /s/ Brian Becker
Brian Becker
Chief Financial Officer
(Principal Accounting and Financial Officer)