A10 Networks (NYSE: ATEN) ties Microsoft warrant to purchase milestones
Rhea-AI Filing Summary
A10 Networks, Inc. entered into a material warrant agreement with Microsoft Corporation, granting Microsoft the right to purchase up to 800,000 shares of A10 common stock at $0.01 per share, with vesting tied to Microsoft and its affiliates’ purchases of A10 products and services.
The warrant can vest in two tranches of up to 400,000 shares each, based on purchase thresholds during measurement periods ending June 30, 2027 and June 30, 2028; unearned tranches expire unvested. Vested first-tranche shares are exercisable after January 1, 2028, and second-tranche shares after January 1, 2029, until August 3, 2036, and may be exercised by cash payment or cashless exercise. The warrant includes customary anti-dilution adjustments, transfer restrictions and accelerated vesting in certain change of control transactions, and was issued as an unregistered offering relying on Section 4(a)(2) of the Securities Act of 1933.
Positive
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8-K Event Classification
3 items: 1.01, 3.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Warrant shares: 800,000 shares
Exercise price: $0.01 per share
First tranche size: 400,000 shares
+5 more
8 metrics
Warrant shares
800,000 shares
Maximum number of common shares purchasable under the Microsoft warrant
Exercise price
$0.01 per share
Exercise price for each Warrant Share
First tranche size
400,000 shares
Maximum Warrant Shares vesting if the 2027 purchase threshold is achieved
Second tranche size
400,000 shares
Maximum Warrant Shares vesting if the 2028 purchase threshold is achieved
First measurement period end
June 30, 2027
End date for first purchase-based vesting measurement period
Second measurement period end
June 30, 2028
End date for second purchase-based vesting measurement period
First exercisability date
January 1, 2028
Earliest exercise date for vested first-tranche Warrant Shares
Warrant expiration
August 3, 2036
Expiration date for exercising the Warrant
Key Terms
Material Definitive Agreement, cashless exercise, Section 4(a)(2) of the Securities Act of 1933, change of control
4 terms
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement. Warrant"
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
cashless exercise financial
"at the Warrantholder's election by cash payment or cashless exercise"
A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933"
change of control financial
"accelerated vesting of certain Warrant Shares upon the occurrence of specified change of control transactions"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What warrant did A10 Networks (ATEN) grant to Microsoft?
A10 Networks granted Microsoft a warrant to purchase up to 800,000 shares of A10 common stock at an exercise price of $0.01 per share. Vesting depends on Microsoft and its affiliates meeting specified purchase thresholds for A10 products and services over defined measurement periods.
How does the vesting of the A10 Networks (ATEN) warrant for Microsoft work?
The warrant can vest in two tranches of up to 400,000 shares each, tied to Microsoft’s purchase levels. Vesting is measured over periods ending June 30, 2027 and June 30, 2028, and any tranche for which the purchase threshold is not achieved will expire unvested.
When can Microsoft exercise the A10 Networks (ATEN) warrant and when does it expire?
Vested shares from the first tranche are exercisable after January 1, 2028, and from the second tranche after January 1, 2029. The warrant remains exercisable until August 3, 2036, after which any unexercised portion will lapse according to its stated expiration.
What exercise methods are available under the A10 Networks (ATEN) warrant granted to Microsoft?
Microsoft may exercise the warrant, once vested and exercisable, either by paying cash or through cashless exercise. This flexibility allows the holder to acquire shares without necessarily making a full cash payment, subject to the warrant’s detailed terms and conditions.
Under what securities law exemption was the A10 Networks (ATEN) warrant to Microsoft issued?
The warrant, and the shares issuable upon its exercise, were issued in reliance on Section 4(a)(2) of the Securities Act of 1933. This exemption covers certain private offerings and means the warrant and underlying shares were not registered under the Securities Act.
Does the A10 Networks (ATEN) warrant to Microsoft include change of control protections?
Yes. The warrant includes provisions for accelerated vesting of certain warrant shares upon specified change of control transactions. It also contains customary provisions such as adjustments for stock splits and stock dividends, as well as transfer restrictions on the warrant.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________________________
FORM 8-K
____________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
____________________________________________________________________________
(Exact name of the registrant as specified in its charter)
____________________________________________________________________________
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices, including zip code)
(408 ) 325-8668
(Name and telephone number, including area code, of the person to contact in connection with this report)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
____________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Warrant
On August 3, 2026, A10 Networks, Inc. (the "Company") issued a warrant (the "Warrant") to Microsoft Corporation ("Microsoft") pursuant to which Microsoft may purchase up to 800,000 shares of the Company's common stock, par value $0.00001 per share (the "Warrant Shares"), at an exercise price of $0.01 per share, subject to the terms and conditions of the Warrant.
The Warrant was issued in connection with certain commercial arrangements between the parties, with vesting tied to purchases by Microsoft and its affiliates of the Company's products and services. The Warrant is eligible to vest in two tranches based on Microsoft's achievement of specified purchase thresholds during measurement periods ending June 30, 2027 and June 30, 2028. Depending on the level of purchases during each measurement period, up to 400,000 Warrant Shares may vest with respect to each tranche, for a maximum of 800,000 Warrant Shares. If the applicable purchase thresholds are not achieved during a measurement period, the corresponding tranche of the Warrant will expire unvested.
Subject to the terms and conditions of the Warrant, the Warrant is exercisable in whole or in part after January 1, 2028 with respect to the Warrant Shares subject to the first tranche and after January 1, 2029 with respect to the Warrant Shares subject to the second tranche, in each case until the 5:00 p.m., Eastern time on August 3, 2036, subject to certain extensions described in the Warrant, at the Warrantholder's election by cash payment or cashless exercise. The Warrant also contains customary provisions regarding adjustments for stock splits, stock dividends and certain other corporate transactions, transfer restrictions and accelerated vesting of certain Warrant Shares upon the occurrence of specified change of control transactions.
The Warrant was issued, and the Warrant Shares may be issued, in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The foregoing description is not complete and is qualified in its entirety by reference to the text of the Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description | ||||
| 4.1* | Warrant to Purchase Shares of Common Stock, dated August 3, 2026, between A10 Networks, Inc. and Microsoft Corporation. | ||||
| 104.1 | Cover Page Interactive Data File (embedded within the inline XBRL document). | ||||
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 5, 2026
| A10 NETWORKS, INC. | |||||
| By: /s/ Scott Weber | |||||
| Scott Weber | |||||
| General Counsel | |||||