A10 Networks, Inc. 8K

A10 Networks issued Microsoft a highly structured, unregistered warrant to buy up to 800,000 A10 common shares at $0.01 per share, with vesting and exercisability tied to specified spend, timing, and change-in-control conditions, along with extensive adjustment, regulatory, transfer, and tax provisions reflective of a strategic commercial partnership.

A10 Networks, Inc. entered into a warrant agreement granting Microsoft Corporation the right to purchase up to 800,000 shares of A10’s common stock at $0.01 per share, subject to detailed vesting, exercisability, adjustment, and transfer restrictions. The warrant vests in tranches according to a spend- and time-based schedule set forth in Exhibit E, with an “Accelerated Portion” of 400,000 shares that will automatically vest upon a qualifying Change in Control occurring on or before June 30, 2028, and becomes exercisable only when additional conditions in Exhibit F are satisfied. The warrant is exercisable for vested, exercisable shares from specified Exercise Start Dates (January 1, 2028 and January 1, 2029, depending on the tranche) until the earlier of August 3, 2036 or a spend-certification trigger, with automatic cashless exercise at expiration if in the money. The agreement includes customary anti-dilution adjustments for stock splits, stock dividends, reorganizations, and other corporate actions, covenants requiring A10 to reserve sufficient shares and maintain capital structure to honor the warrant, and regulatory cooperation and antitrust provisions governing any required approvals for issuance or exercise. Transfer of the warrant is restricted, including prohibitions on transfers to certain “Restricted Persons” and conditions on large secondary sales, while allowing transfers to Microsoft affiliates and routine market dispositions; the warrant and underlying shares are unregistered, subject to Securities Act transfer restrictions and Rule 144. The instrument also addresses tax treatment (intended as share-based consideration to a customer and a reduction of revenue under ASC 606), confidentiality obligations on Microsoft for non-public information tied to the warrant metrics, and standard provisions on notices, governing law (Delaware), amendments, and successor treatment, collectively reflecting a strategic commercial relationship in which equity is used as consideration tied to Microsoft’s qualifying spend with A10.

Filing Facts

CIK

1580808

Ticker

-

Form

8K

Source Type

sec

Accession

0001580808-26-000041

Alert Tier

6