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A10 Networks (NYSE: ATEN) CEO exercises performance RSUs and withholds 32,858 shares for taxes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

A10 Networks, Inc. Chief Executive Officer Dhrupad Trivedi reported performance-based equity vesting and related tax-withholding transactions in company stock. On May 5, 2026, he exercised performance-based restricted stock units that had met performance conditions, converting them into shares of common stock.

Footnotes explain that 63,406 units from a February 6, 2025 grant and 65,753 units from a February 12, 2026 grant satisfied specified volume weighted average price targets in April 2026. These shares remain subject to time-based vesting, with one-half vesting on May 5, 2026 and one-fourth on each of the first and second anniversaries of their April 2026 achievement dates, subject to continued employment.

On May 6, 2026, 32,858 shares of common stock were automatically withheld on a non-discretionary basis for tax purposes at $27.13 per share. After these transactions, Trivedi directly holds 791,536 shares of A10 Networks common stock.

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Insider Trivedi Dhrupad
Role Chief Executive Officer
Type Security Shares Price Value
Tax Withholding Common Stock 32,858 $27.13 $891K
Exercise Performance-based Restricted Stock Units 63,406 $0.00 --
Exercise Performance-based Restricted Stock Units 65,753 $0.00 --
Exercise Common Stock 63,406 $0.00 --
Exercise Common Stock 65,753 $0.00 --
Holdings After Transaction: Common Stock — 791,536 shares (Direct, null); Performance-based Restricted Stock Units — 63,406 shares (Direct, null)
Footnotes (1)
  1. Performance-Based Restricted Stock Units were previously reported on February 10, 2025, each of which represents a contingent right to receive one share of common stock of ATEN, with vesting subject to the achievement of specified levels of the volume weighted average closing prices of a share of ATEN common stock during any one hundred (100) day trading period between February 6, 2025 and February 6, 2029. The first achievement date occurred on April 16, 2026, as certified by the compensation committee of ATEN, resulting in 63,406 units meeting the appropriate performance-based conditions. However, these shares remain subject to time-based vesting conditions and will therefore vest as to one-half (1/2) on May 5, 2026 and an additional one-fourth (1/4) on each of the first and second anniversaries of April 16, 2026, subject to continued employment. These shares are reflected on Table I. Performance-Based Restricted Stock Units that were previously reported on February 13, 2026, each of which represents a contingent right to receive one share of common stock of ATEN, with vesting subject to the achievement of specified levels of the volume weighted average closing prices of a share of ATEN common stock during any one hundred (100) day trading period between February 12, 2026 and February 12, 2030. The first achievement date occurred on April 22, 2026, as certified by the compensation committee of ATEN, resulting in 65,753 units meeting the appropriate performance-based conditions. However, these shares remain subject to time-based vesting conditions and will therefore vest as to one-half (1/2) on May 5, 2026 and an additional one-fourth (1/4) on each of the first and second anniversaries of April 22, 2026, subject to continued employment. These shares are reflected on Table I. Includes 16,130 shares and 16,728 shares automatically withheld, on a non-discretionary basis, for tax purposes related to a February 6, 2025 performance-based restricted stock unit grant and a February 12, 2026 performance-based restricted stock unit grant, respectively, each that vested on May 5, 2026.
Tax-withheld shares 32,858 shares at $27.13 Automatic non-discretionary withholding for taxes on May 6, 2026
Shares held after transactions 791,536 shares Common stock directly held following reported Form 4 transactions
Exercise shares from RSUs 129,159 shares Total shares from derivative exercises reported (performance-based RSUs)
2025 grant performance units 63,406 units Performance-based RSUs from February 6, 2025 grant meeting performance conditions
2026 grant performance units 65,753 units Performance-based RSUs from February 12, 2026 grant meeting performance conditions
Tax-withholding breakdown 16,130 and 16,728 shares Shares withheld for taxes on 2025 and 2026 performance-based RSU grants
Performance-based Restricted Stock Units financial
"Performance-Based Restricted Stock Units were previously reported on February 10, 2025, each of which represents a contingent right to receive one share of common stock"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
volume weighted average closing prices financial
"with vesting subject to the achievement of specified levels of the volume weighted average closing prices of a share of ATEN common stock"
time-based vesting conditions financial
"However, these shares remain subject to time-based vesting conditions and will therefore vest as to one-half (1/2) on May 5, 2026"
non-discretionary basis financial
"Includes 16,130 shares and 16,728 shares automatically withheld, on a non-discretionary basis, for tax purposes"
contingent right financial
"each of which represents a contingent right to receive one share of common stock of ATEN"
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Trivedi Dhrupad

(Last)(First)(Middle)
C/O A10 NETWORKS, INC.
2300 ORCHARD PARKWAY

(Street)
SAN JOSE CALIFORNIA 95131

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
A10 Networks, Inc. [ ATEN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/05/2026M63,406(1)A$0758,641D
Common Stock05/05/2026M65,753(2)A$0824,394D
Common Stock05/06/2026F32,858(3)D$27.13791,536D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance-based Restricted Stock Units(1)05/05/2026M63,406 (1)02/06/2029Common Stock63,406$063,406D
Performance-based Restricted Stock Units(2)05/05/2026M65,753 (2)02/12/2030Common Stock65,753$065,763D
Explanation of Responses:
1. Performance-Based Restricted Stock Units were previously reported on February 10, 2025, each of which represents a contingent right to receive one share of common stock of ATEN, with vesting subject to the achievement of specified levels of the volume weighted average closing prices of a share of ATEN common stock during any one hundred (100) day trading period between February 6, 2025 and February 6, 2029. The first achievement date occurred on April 16, 2026, as certified by the compensation committee of ATEN, resulting in 63,406 units meeting the appropriate performance-based conditions. However, these shares remain subject to time-based vesting conditions and will therefore vest as to one-half (1/2) on May 5, 2026 and an additional one-fourth (1/4) on each of the first and second anniversaries of April 16, 2026, subject to continued employment. These shares are reflected on Table I.
2. Performance-Based Restricted Stock Units that were previously reported on February 13, 2026, each of which represents a contingent right to receive one share of common stock of ATEN, with vesting subject to the achievement of specified levels of the volume weighted average closing prices of a share of ATEN common stock during any one hundred (100) day trading period between February 12, 2026 and February 12, 2030. The first achievement date occurred on April 22, 2026, as certified by the compensation committee of ATEN, resulting in 65,753 units meeting the appropriate performance-based conditions. However, these shares remain subject to time-based vesting conditions and will therefore vest as to one-half (1/2) on May 5, 2026 and an additional one-fourth (1/4) on each of the first and second anniversaries of April 22, 2026, subject to continued employment. These shares are reflected on Table I.
3. Includes 16,130 shares and 16,728 shares automatically withheld, on a non-discretionary basis, for tax purposes related to a February 6, 2025 performance-based restricted stock unit grant and a February 12, 2026 performance-based restricted stock unit grant, respectively, each that vested on May 5, 2026.
Remarks:
/s/ Jill Osato, Attorney-in-fact05/06/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did A10 Networks (ATEN) CEO Dhrupad Trivedi report?

He reported performance-based equity vesting and related tax withholding. On May 5, 2026, performance-based restricted stock units converted into common shares, and on May 6, 2026, 32,858 shares were automatically withheld for taxes, leaving him with 791,536 directly held shares.

How many performance-based restricted stock units vested for A10 Networks (ATEN) CEO?

Footnotes state 63,406 units from a February 6, 2025 grant and 65,753 units from a February 12, 2026 grant met performance conditions. These units represent rights to receive one share of ATEN common stock each, subject to additional time-based vesting requirements.

What are the vesting conditions on A10 Networks (ATEN) CEO’s performance-based RSUs?

The units vest in two stages: first, upon meeting specified volume weighted average closing price targets over defined 100-day trading periods, then through time-based vesting. After meeting performance conditions, one-half vests on May 5, 2026 and one-fourth on each of the next two anniversaries, subject to continued employment.

Why were 32,858 ATEN shares withheld from A10 Networks’ CEO?

A total of 32,858 shares were automatically withheld on a non-discretionary basis for tax purposes. According to the footnote, this includes 16,130 shares and 16,728 shares tied to February 6, 2025 and February 12, 2026 performance-based RSU grants that vested on May 5, 2026.

How many A10 Networks (ATEN) shares does the CEO hold after these Form 4 transactions?

Following the reported transactions, Dhrupad Trivedi directly holds 791,536 shares of A10 Networks common stock. This figure reflects the exercises of performance-based restricted stock units and the automatic tax-withholding disposition of 32,858 shares at $27.13 per share.

What price was used for the tax-withholding disposition in the A10 Networks (ATEN) Form 4?

The tax-withholding disposition of 32,858 A10 Networks common shares was reported at $27.13 per share. This withholding was described as automatic and non-discretionary, undertaken to satisfy tax obligations related to vesting performance-based restricted stock unit grants.