N-able: Thoma Bravo reports 28.3% ownership stake

The 28.3% ownership calculation uses N-able’s 176,719,518 shares outstanding as of November 2, 2026.

Available on EDGAR 11/09/2026 - 04:30 PM EST Accepted by SEC EDGAR 11/09/2026 - 04:30 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

N-able, Inc. (NABL) shares are the subject of a Schedule 13D amendment in which the Thoma Bravo reporting persons state that they beneficially own 50,090,643 shares, or 28.3% of the common stock outstanding. The ownership calculation uses 176,719,518 shares outstanding as of November 2, 2026.

The reporting persons say the change in beneficial ownership reflects solely a change in N-able’s outstanding shares and that none effected common-stock transactions during the prior 60 days. They acknowledge acting as a group under the Stockholders’ Agreement with other stockholders, including certain Silver Lake Group, L.L.C. affiliates; the group would be deemed to beneficially own 111,564,512 shares, or 63.1%. They disclaim ownership of shares attributed solely to the agreement. Seth Boro, Managing Partner, signed; Steven Schwab is listed as the person authorized to receive notices and communications.

Key Figures

Aggregate beneficial ownership: 50,090,643 shares Percentage of common stock outstanding: 28.3% Shares outstanding: 176,719,518 shares +2 more

5 metrics

Aggregate beneficial ownership 50,090,643 shares Thoma Bravo reporting persons

Percentage of common stock outstanding 28.3% Thoma Bravo reporting persons’ aggregate beneficial ownership

Shares outstanding 176,719,518 shares As of November 2, 2026; used for the beneficial-ownership calculation

Agreement group deemed beneficial ownership 111,564,512 shares Thoma Bravo reporting persons and other Stockholders, including certain Silver Lake affiliates

Agreement group percentage of common stock outstanding 63.1% Group ownership attributed under the Stockholders’ Agreement

Key Terms

beneficial ownership, shared voting power, shared dispositive power, Stockholders’ Agreement, +1 more

5 terms

beneficial ownership regulatory

"beneficially own an aggregate of 111,564,512 shares of Common Stock"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

shared voting power regulatory

"share the power to vote or direct the vote"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power regulatory

"share the power to dispose of or direct the disposition"

Stockholders’ Agreement technical

"parties to the Stockholders’ Agreement"

Rule 13d-4 regulatory

"Pursuant to Rule 13d-4 of the Act"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many N-able (NABL) shares do the Thoma Bravo reporting persons beneficially own?

The Thoma Bravo reporting persons state that they beneficially own 50,090,643 shares of N-able common stock, equal to 28.3% of the common stock outstanding.

How many shares would the N-able Stockholders’ Agreement group be deemed to own?

Certain Thoma Bravo reporting persons and certain Silver Lake Group, L.L.C. affiliates are parties to the Stockholders’ Agreement. Based in part on information provided by or on behalf of other stockholders, the group would be deemed to beneficially own 111,564,512 shares, or 63.1%. The Thoma Bravo reporting persons disclaim beneficial ownership attributed solely to the agreement.

Did the Thoma Bravo reporting persons trade N-able stock in the prior 60 days?

The reporting persons state that none of them effected transactions in N-able common stock during the prior 60 days.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

N-able, Inc.

(Name of Issuer)

Common stock, par value $0.001 per share

(Title of Class of Securities)

62878D100

(CUSIP Number)

Steven Schwab
110 N. Wacker Drive, 32nd Floor
Chicago, IL, 60606
(312) 254-3300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 62878D100

1

Name of reporting person

Thoma Bravo Fund XI, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 16,333,201.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,333,201.00

11

Aggregate amount beneficially owned by each reporting person

16,333,201.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.2 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 62878D100

1

Name of reporting person

Thoma Bravo Fund XI-A, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,202,937.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,202,937.00

11

Aggregate amount beneficially owned by each reporting person

8,202,937.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 62878D100

1

Name of reporting person

Thoma Bravo Executive Fund XI, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 360,326.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 360,326.00

11

Aggregate amount beneficially owned by each reporting person

360,326.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 62878D100

1

Name of reporting person

Thoma Bravo Fund XII, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,079,625.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,079,625.00

11

Aggregate amount beneficially owned by each reporting person

8,079,625.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 62878D100

1

Name of reporting person

Thoma Bravo Fund XII-A, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,145,401.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,145,401.00

11

Aggregate amount beneficially owned by each reporting person

7,145,401.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 62878D100

1

Name of reporting person

Thoma Bravo Executive Fund XII, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 79,070.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 79,070.00

11

Aggregate amount beneficially owned by each reporting person

79,070.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 62878D100

1

Name of reporting person

Thoma Bravo Executive Fund XII-A, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 70,260.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 70,260.00

11

Aggregate amount beneficially owned by each reporting person

70,260.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 62878D100

1

Name of reporting person

Thoma Bravo Special Opportunities Fund II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,610,607.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,610,607.00

11

Aggregate amount beneficially owned by each reporting person

6,610,607.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 62878D100

1

Name of reporting person

Thoma Bravo Special Opportunities Fund II-A, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,209,216.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,209,216.00

11

Aggregate amount beneficially owned by each reporting person

3,209,216.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 62878D100

1

Name of reporting person

Thoma Bravo Partners XI, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 34,716,287.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 34,716,287.00

11

Aggregate amount beneficially owned by each reporting person

34,716,287.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 62878D100

1

Name of reporting person

Thoma Bravo Partners XII, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 15,374,356.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 15,374,356.00

11

Aggregate amount beneficially owned by each reporting person

15,374,356.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 62878D100

1

Name of reporting person

Thoma Bravo UGP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 50,090,643.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 50,090,643.00

11

Aggregate amount beneficially owned by each reporting person

50,090,643.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

28.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common stock, par value $0.001 per share
(b)	Name of Issuer: N-able, Inc.
(c)	Address of Issuer's Principal Executive Offices: 30 Corporate Drive, Suite 400, Burlington, MASSACHUSETTS , 01803.
Item 1 Comment: This Amendment No. 3 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on July 29, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed with the SEC on December 20, 2021 ("Amendment No. 1") and Amendment No. 2 filed with the SEC on November 12, 2024 ("Amendment No. 2" and, together with the Original Schedule 13D and Amendment No. 1, the "Schedule 13D"). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Original Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows: The information set forth or incorporated by reference in Item 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a) and 5(b) of the Original Schedule 13D are hereby amended and supplemented as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Item 6 is incorporated by reference in its entirety into this Item 5. In the aggregate, the Reporting Persons beneficially own 50,090,643 shares of Common Stock, or 28.3% of the Common Stock outstanding. Calculations of beneficial ownership are based on 176,719,518 shares of Common Stock of the Issuer outstanding as of November 2, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2026, and this statement is being filed to reflect a change in beneficial ownership resulting solely from the change in the Issuer's outstanding shares. Certain of the Reporting Persons and certain affiliates of Silver Lake Group, L.L.C. ("Silver Lake") (collectively, the "Stockholders") are parties to the Stockholders' Agreement described in Item 6 of the Original Schedule 13D (the "Stockholders' Agreement"), which contains, among other things, certain provisions relating to coordination of the voting of securities of the Issuer by the parties thereto. By virtue of the Stockholders' Agreement and the obligations and rights thereunder, the Reporting Persons acknowledge and agree that they are acting as a "group" with the other Stockholders within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based in part on information provided by or on behalf of the other Stockholders, such a "group" would be deemed to beneficially own an aggregate of 111,564,512 shares of Common Stock, or 63.1% of the total number of shares outstanding. The Reporting Persons expressly disclaim beneficial ownership over any shares of Common Stock that they may be deemed to beneficially own solely by reason of the Stockholders' Agreement. Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13D.
(b)	By virtue of the relationship among the Reporting Persons described in Item 2, each such Reporting Person may be deemed to share the power to vote or direct the vote and to share the power to dispose of or direct the disposition of the 50,090,643 shares of Common Stock as set forth in rows 7, 8, 9, 10, 11 and 13 of each of the cover pages of this Schedule 13D.
(c)	None of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act (incorporated herein by reference to Exhibit 1 of the Schedule 13D filed by the Reporting Persons on July 29, 2021).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Thoma Bravo Fund XI, L.P.

Signature:	/s/ Seth Boro
Name/Title:	Seth Boro, Managing Partner
Date:	11/09/2026

Thoma Bravo Fund XI-A, L.P.

Signature:	/s/ Seth Boro
Name/Title:	Seth Boro, Managing Partner
Date:	11/09/2026

Thoma Bravo Executive Fund XI, L.P.

Signature:	/s/ Seth Boro
Name/Title:	Seth Boro, Managing Partner
Date:	11/09/2026

Thoma Bravo Fund XII, L.P.

Signature:	/s/ Seth Boro
Name/Title:	Seth Boro, Managing Partner
Date:	11/09/2026

Thoma Bravo Fund XII-A, L.P.

Signature:	/s/ Seth Boro
Name/Title:	Seth Boro, Managing Partner
Date:	11/09/2026

Thoma Bravo Executive Fund XII, L.P.

Signature:	/s/ Seth Boro
Name/Title:	Seth Boro, Managing Partner
Date:	11/09/2026

Thoma Bravo Executive Fund XII-A, L.P.

Signature:	/s/ Seth Boro
Name/Title:	Seth Boro, Managing Partner
Date:	11/09/2026

Thoma Bravo Special Opportunities Fund II, L.P.

Signature:	/s/ Seth Boro
Name/Title:	Seth Boro, Managing Partner
Date:	11/09/2026

Thoma Bravo Special Opportunities Fund II-A, L.P.

Signature:	/s/ Seth Boro
Name/Title:	Seth Boro, Managing Partner
Date:	11/09/2026

Thoma Bravo Partners XI, L.P.

Signature:	/s/ Seth Boro
Name/Title:	Seth Boro, Managing Partner
Date:	11/09/2026

Thoma Bravo Partners XII, L.P.

Signature:	/s/ Seth Boro
Name/Title:	Seth Boro, Managing Partner
Date:	11/09/2026

Thoma Bravo UGP, LLC

Signature:	/s/ Seth Boro
Name/Title:	Seth Boro, Managing Partner
Date:	11/09/2026

Comments accompanying signature:

Thoma Bravo Fund XI, L.P., Thoma Bravo Fund XI-A, L.P., Thoma Bravo Executive Fund XI, L.P., Thoma Bravo Special Opportunities Fund II, L.P. and Thoma Bravo Special Opportunities Fund II-A, L.P.: By: Thoma Bravo Partners XI, L.P., its General Partner; By: Thoma Bravo UGP XI, LLC, its General Partner; By: Thoma Bravo UGP, LLC, its Managing Member. Thoma Bravo Fund XII, L.P., Thoma Bravo Fund XII-A, L.P., Thoma Bravo Executive Fund XII, L.P. and Thoma Bravo Executive Fund XII-A, L.P.: By: Thoma Bravo Partners XII, L.P., its General Partner; By: Thoma Bravo UGP XII, LLC, its General Partner; By: Thoma Bravo UGP, LLC, its Managing Member. Thoma Bravo Partners XI, L.P.: By: Thoma Bravo UGP XI, LLC, its General Partner; By: Thoma Bravo UGP, LLC, its Managing Member. Thoma Bravo Partners XII, L.P.: By: Thoma Bravo UGP XII, LLC, its General Partner; By: Thoma Bravo UGP, LLC, its Managing Member.