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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K/A
(Amendment No. 1)

(Mark One)
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
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.jpg
A10 NETWORKS, INC.
(Exact Name of Registrant as Specified in its Charter)

 
Delaware 20-1446869
(State or Other Jurisdiction of
Incorporation or Organization)		 (I.R.S. Employer
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 
Name of Each Exchange on Which Registered
Common Stock, $.00001 Par ValueATEN New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ☒    No  ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes ☐    No   ☒
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  ☒    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  ☒    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
☒
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   ☐   No   ☒
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, 2023 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $1,017.7 million, based upon the closing sale price of such stock on the New York Stock Exchange. Solely for purposes of this disclosure, shares of common stock held by executive officers and directors of the Registrant as of such date, as well as shares held by entities affiliated with our executive officers and directors, have been excluded because such persons may be deemed to be affiliates. This determination of executive officers and directors as affiliates is not necessarily a conclusive determination for any other purposes.
As of February 16, 2024, the number of outstanding shares of the registrant’s common stock, $0.00001 par value per share, was 74,495,333.

DOCUMENTS INCORPORATED BY REFERENCE

No documents are incorporated by reference into this Annual Report on Form 10-K/A except those exhibits so incorporated as set forth in the exhibit index.

Audit Firm IDAuditor NameAuditor Location
248GRANT THORNTON LLPSan Jose, California



EXPLANATORY NOTE

A10 Networks, Inc. (the “Company”) is filing this Amendment Number 1 on Form 10-K/A (“Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as originally filed with the Securities and Exchange Commission on February 29, 2024 (the “Original Filing”), solely to replace Item 9B. Other Information – Insider Adoption of Termination of Trading Arrangements in the Original Filing.

This Amendment speaks as of the date of the Original Filing and does not reflect events occurring after the filing of the Original Filing or modify or update disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and with the Company’s filings made with the SEC subsequent to the filing of the Original Filing, including any amendment to those filings.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements are contained within this Amendment, paragraphs 3, 4 and 5 of the certifications have been omitted.


PART II

Item 9B. Other Information

Insider Adoption or Termination of Trading Arrangements

On October 4, 2023, the trading plan of Dhrupad Trivedi, President, Chief Executive Officer and Chairman, dated June 12, 2023, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1(c)”) to sell up to 60,606 shares of our common stock between November 7, 2023 and November 9, 2023, subject to certain conditions, terminated, under which no shares were ultimately sold. Subsequently, on November 27, 2023, Mr. Trivedi adopted a trading plan intended to satisfy Rule 10b5-1(c) with respect to the sale of up to 60,606 shares of our common stock between March 5, 2024 and May 16, 2024 (unless earlier terminated pursuant to the terms of the plan or upon the date all shares under the plan are sold).


2


PART IV

Item 15. Exhibits, Financial Statement Schedules

1. Financial Statements: The information concerning our financial statements and Report of Independent Registered Public Accounting Firm required by this Item is incorporated by reference in the Original Filing to the section of the Original Filing in Item 8, titled “Financial Statements and Supplementary Data.”

2. Financial Statement Schedules: No schedules are required.

3. The exhibits listed in the following Index to Exhibits are filed or incorporated by reference as part of this report.


Exhibit
Number		Incorporated by Reference
DescriptionFormSEC File No.Exhibit NumberFiling DateFiled Herewith
3.18-K 001-363433.1December 6, 2019
3.28-K001-363433.2December 6, 2019
4.1S-1/A333-1940154.1March 10, 2014
4.2S-1/A333-1940154.2March 10, 2014
4.310-K001-363434.3March 10, 2020
10.1*S-1/A333-19401510.1March 10, 2014
10.2*10-Q001-3634310.2May 13, 2014
10.3*10-Q001-3634310.1August 6, 2015
10.4*10-K001-3634310.4March 10, 2020
10.5*S-1/A333-19401510.5March 10, 2014
10.6*10-Q001-3634310.2August 4, 2014
10.7*10-Q001-3634310.3August 4, 2014
10.8*10-Q001-3634310.4August 4, 2014
10.9*10-Q001-3634310.5August 4, 2014
10.10*8-K001-3634310.2November 21, 2019
10.11*8-K001-3634310.3November 21, 2019
10.13S-1/A333-19401510.12February 18, 2014
10.14S-1/A333-19401510.13February 18, 2014
10.15S-1/A333-19401510.14February 18, 2014
10.16S-1/A333-19401510.15February 18, 2014
10.17S-1/A333-19401510.16February 18, 2014
10.18S-1/A333-19401510.17February 18, 2014
3

Exhibit
Number		Incorporated by Reference
DescriptionFormSEC File No.Exhibit NumberFiling DateFiled Herewith
10.19S-1/A333-19401510.18February 18, 2014
10.20S-1/A333-19401510.19February 18, 2014
10.21S-1/A333-19401510.2February 18, 2014
10.2210-Q001-3634310.1August 4, 2014
10.23S-1/A333-19401510.21February 18, 2014
10.24S-1/A333-19401510.22February 18, 2014
10.25S-1/A333-19401510.23February 18, 2014
10.2610-K001-3634310.31March 11, 2015
10.27*S-1/A333-19401510.25March 10, 2014
10.28*10-K001-634310.32March 1, 2016
10.2910-Q001-3634310.1May 8, 2019
10.308-K001-3634310.1September 9, 2022
21.110-K001-3634321.1March 10, 2020
23.110-K001-3634323.1February 29, 2024
23.210-K001-3634323.2February 29, 2024
31.1X
31.2X
32.1 **10-K001-3634332.1February 29, 2024
32.2 **10-K001-3634332.2February 29, 2024
9710-K001-3634397February 29, 2024
101Inline XBRL ("iXBRL") for the information under Part II, Item 9B, “Other Information” of this Amendment No. 1 on Form 10-K/AX
101.INS10-K001-36343101.INSFebruary 29, 2024
101.SCH10-K001-36343101.SCHFebruary 29, 2024
101.CAL10-K001-36343101.CALFebruary 29, 2024
101.DEF10-K001-36343101.DEFFebruary 29, 2024
101.LAB10-K001-36343101.LABFebruary 29, 2024
101.PRE10-K001-36343101.PREFebruary 29, 2024
4

Exhibit
Number		Incorporated by Reference
DescriptionFormSEC File No.Exhibit NumberFiling DateFiled Herewith
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)X
* Indicates a management contract or compensatory plan.
** The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10‑K/A 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 Annual Report on Form 10‑K/A, irrespective of any general incorporation language contained in such filing.
5


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:March 7, 2024By:/s/ Brian Becker
Brian Becker
Chief Financial Officer
(Principal Accounting and Financial Officer)




6
Exhibit 31.1
CERTIFICATION
I, Dhrupad Trivedi, certify that:

1.I have reviewed this Amendment No. 1 to Annual Report on Form 10-K/A 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.[Intentionally omitted.]
4.[Intentionally omitted.]
5.[Intentionally omitted.]    

Date:March 7, 2024By: /s/ Dhrupad Trivedi
Dhrupad Trivedi
President and Chief Executive Officer
(Principal Executive Officer)


Exhibit 31.2
CERTIFICATION
I, Brian Becker, certify that:

1.I have reviewed this Amendment No. 1 to Annual Report on Form 10-K/A 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.[Intentionally omitted.]
4.[Intentionally omitted.]
5.[Intentionally omitted.]

Date:March 7, 2024By: /s/ Brian Becker
Brian Becker
Chief Financial Officer
(Principal Accounting and Financial Officer)

v3.24.0.1
Cover Page - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Feb. 16, 2024
Jun. 30, 2023
Cover [Abstract]      
Document Type 10-K/A    
Document Annual Report true    
Document Period End Date Dec. 31, 2023    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity Registrant Name A10 NETWORKS, INC.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 20-1446869    
Entity Address, Address Line One 2300 Orchard Parkway,    
Entity Address, City or Town San Jose    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 95131    
City Area Code 408    
Local Phone Number 325-8668    
Title of 12(b) Security Common Stock, $.00001 Par Value    
Trading Symbol ATEN    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Entity Public Float     $ 1,017.7
Entity Common Stock, Shares Outstanding   74,495,333  
Documents Incorporated by Reference
No documents are incorporated by reference into this Annual Report on Form 10-K/A except those exhibits so incorporated as set forth in the exhibit index.
    
Entity Shell Company false    
Entity File Number 001-36343    
Amendment Flag true    
Entity Central Index Key 0001580808    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2023    
Entity Filer Category Large Accelerated Filer    
Document Financial Statement Error Correction [Flag] false    
Auditor Name GRANT THORNTON LLP    
Auditor Location San Jose, California    
Auditor Firm ID 248    
Amendment Description A10 Networks, Inc. (the “Company”) is filing this Amendment Number 1 on Form 10-K/A (“Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as originally filed with the Securities and Exchange Commission on February 29, 2024 (the “Original Filing”), solely to replace Item 9B. Other Information – Insider Adoption of Termination of Trading Arrangements in the Original Filing.    
v3.24.0.1
Audit Information
 12 Months Ended
Dec. 31, 2023
Audit Information [Abstract]  
Auditor Name GRANT THORNTON LLP
Auditor Location San Jose, California
Auditor Firm ID 248
v3.24.0.1
Cover
 12 Months Ended
Dec. 31, 2023
Cover [Abstract]  
Documents Incorporated by Reference
No documents are incorporated by reference into this Annual Report on Form 10-K/A except those exhibits so incorporated as set forth in the exhibit index.
v3.24.0.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2023
shares
Trading Arrangements, by Individual  
Non-Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Terminated false
Dhrupad Trivedi June 2023 Plan [Member] | Dhrupad Trivedi [Member]  
Trading Arrangements, by Individual  
Name Dhrupad Trivedi
Title President, Chief Executive Officer and Chairman
Adoption Date June 12, 2023
Rule 10b5-1 Arrangement Terminated true
Termination Date October 4, 2023
Arrangement Duration 2 days
Aggregate Available 60,606
Dhrupad Trivedi November 2023 Plan [Member] | Dhrupad Trivedi [Member]  
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted true
Adoption Date November 27, 2023
Arrangement Duration 79 days
Aggregate Available 60,606
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