A10 Networks, Inc.

A10 Networks, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

A10 Networks, Inc. (together with our subsidiaries, the “Company”, “A10”, “we”, “our” or “us”) is a global provider of secure application and network solutions that protect, optimize, and scale business-critical systems across on-premises, hybrid cloud, and edge environments. Our network infrastructure and security products are designed to enable large enterprises, service providers, and cloud platforms worldwide to deliver performance, reliability, and protection against cyber threats, while preparing their networks for the demands of artificial intelligence (“AI”) and next-generation applications.

We sell our solutions globally to service providers and enterprises who are looking to modernize and secure their digital infrastructure and application. Our service provider customers rely on scalable, efficient, and secure networks to deliver connectivity, cloud and other services that may generate revenue to their customers. Our enterprise customers require secure application delivery, AI-ready infrastructure, and are increasingly concerned about the landscape of cybersecurity threats across their complex networks and emerging AI workloads. Our end-customers operate in a variety of industries, including telecommunications, technology, industrial, retail, financial, gaming, education and government. Since inception, our customer base has grown significantly.

A10’s portfolio brings together secure application delivery, DDoS and API protection, and unified management into a cohesive platform that integrates with existing network architectures and leading public cloud environments. We deliver these capabilities through flexible deployment models, including software, cloud-native, and hardware form factors that are tailored to the scale and requirements of our customers. We generate revenue primarily from the sale of our secure networking and cybersecurity solutions and related support services. These offerings are delivered through a combination of direct and channel-based sales, with most customers purchasing maintenance and support alongside their initial deployment and renewing that support as contracts expire.

We derive revenue from two sources: (i) products revenue, which includes hardware, perpetual software licenses and subscription offerings, which include term-based license agreements; and (ii) services revenue, which includes post contract support (“PCS”), professional services, training and software-as-a-service (“SaaS”) offerings. Revenue for term-based license agreements is recognized at a point in time when the Company delivers the software license to the customer and over time once the subscription term has commenced. For our SaaS offerings, our customers do not take possession of the Company’s software but rather we provide access to the service via a hosting arrangement. Revenue in these arrangements is recognized over time as the services are provided. A substantial portion of our revenue is from sales of our products and services through distribution channels, such as resellers and distributors. Our customers predominantly purchase PCS services in conjunction with purchases of our products.

We operate worldwide across the Americas, EMEA, and Asia Pacific, supported by a hybrid go-to-market model that combines a direct, high-touch sales organization with a broad ecosystem of distributors, resellers, and system integrators. We believe this sales approach allows us to obtain the benefits of channel distribution, such as expanding our market coverage, while still maintaining face-to-face relationships with our end-customers. We outsource the manufacturing of our hardware products to original design manufacturers. We perform quality assurance and testing at our San Jose, Taiwan and Japan distribution centers, as well as at our manufacturers’ locations.

We sell our products globally to enterprises and service providers that depend on data center applications and networks to generate revenue and manage operations efficiently. While we expect total demand to remain strong as the need for cybersecurity solutions continues to increase, we expect the demand shift trend from service provider to enterprise to continue in the near term. We report customer revenues in three broad geographic regions: the Americas, APJ and EMEA regions. The Americas region comprises the U.S. and all other countries in the Americas (excluding the U.S.). The APJ region comprises Asia Pacific region including Japan. The EMEA region comprises Europe, Middle East and Africa. We believe this vertical and geographic view aligns with how we manage the business and maps our product portfolio to customer verticals.

We continue to invest in innovation that strengthens our leadership in secure infrastructure, expands our cybersecurity capabilities, and positions A10 at the intersection of network performance, protection, and AI-driven workloads. Our strategy is grounded in disciplined capital allocation and a commitment to deliver durable revenue growth, expanding recurring revenue, and strong cash flow generation.

On June 15, 2026, we acquired TrojAI Inc. (“TrojAI”), an AI security company incorporated under the Canada Business Corporations Act, focused on helping organizations secure, test and govern AI applications and agentic workflows.

The acquisition strengthens the Company’s ability to deliver sovereign AI security, helping customers control how and where their AI models, data and agents are protected.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include those of A10 Networks, Inc. and its subsidiaries after elimination of all intercompany accounts and transactions.

We have prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). As permitted under these rules and regulations, we have condensed or omitted certain financial information and footnote disclosures we normally include in our annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The unaudited condensed consolidated balance sheet as of December 31, 2025 has been derived from our audited financial statements, which are included in our 2025 Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 25, 2026 (the “2025 Annual Report”).

These financial statements have been prepared on the same basis as our annual financial statements and, in management’s opinion, reflect all adjustments consisting only of normal recurring adjustments that are necessary for a fair presentation of our financial information. Our interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year.

These financial statements and accompanying notes should be read in conjunction with the financial statements and accompanying notes thereto in the 2025 Annual Report.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Those estimates and assumptions affect revenue recognition and deferred revenue, the allowance for credit losses for potential uncollectible amounts, the sales return reserve, the valuation of inventory, the fair value of marketable securities, contingencies and litigation, accrued and other liabilities, deferred commissions, TrojAI and ThreatX Protect purchase price allocations, purchase incentives offered to end-customers and the determination of fair value of stock-based compensation. These estimates are based on information available as of the date of the condensed consolidated financial statements, therefore, actual results could differ from management’s estimates.

Significant Accounting Policies

Consideration Payable to a Customer (Share-Based Payments to Customers)

The Company may grant equity instruments, including warrants, to customers, or to parties that purchase from its customers, in conjunction with the sale of its products and services. The Company granted a warrant (the “Warrant”) to Microsoft during the third quarter of 2026. The Warrant was issued in connection with Microsoft’s purchases of the Company’s products and services, including purchases made through the Company’s authorized resellers, with vesting tied to those purchases by Microsoft and its affiliates. Equity instruments are measured and classified under ASC 718 at their grant-date fair value. When the equity instruments are not in exchange for a distinct good or service, the grant-date fair value is recorded as a reduction of the transaction price and is recognized as a reduction of revenue when, or as, the Company recognizes revenue for the related sales, with a corresponding increase to additional paid-in capital for equity-classified awards. When the number of equity instruments that vest depends on the customer’s purchases, the amount of consideration payable to the customer is variable. The Company estimates the number of equity instruments expected to vest using the most likely amount, updates that estimate each reporting period, and recognizes changes in the estimate as a cumulative catch-up adjustment to revenue. Equity-classified awards are not remeasured after the grant date. When estimating the grant-date fair value of share-based consideration payable to a customer using an option-pricing model, the Company may elect, on an award-by-award basis, to use the contractual term as the expected term. The Company has made this election for the Warrant.

Other Significant Accounting Policies

The Company’s other significant accounting policies are disclosed in Part II – Item 8, “Financial Statements and Supplementary Data” of the 2025 Annual Report. There have been no material changes to the Company’s other significant accounting policies during the three and nine months ended September 30, 2026.

Concentration of Credit Risk and Significant Customers

Financial instruments that potentially subject us to concentrations of credit risk consist of cash, cash equivalents, marketable securities and accounts receivable. Our cash, cash equivalents and marketable securities are held and invested in high-credit quality financial instruments by recognized financial institutions and are subject to minimum credit risk.

Our accounts receivable are unsecured and represent amounts due to us based on contractual obligations of our customers. We mitigate credit risk in respect to accounts receivable by performing periodic credit evaluations based on a number of factors, including past transaction experience, evaluation of credit history and review of the invoicing terms of the contract. We generally do not require our customers to provide collateral to support accounts receivable.

Significant customers, including distribution channels and direct customers (“end-customers”), are those which represent 10% or more of our total revenue for each period presented or our gross accounts receivable balance as of each respective balance sheet date.

A substantial portion of our revenue is from sales of our products and services through distribution channels, such as resellers and distributors. In the three months ended September 30, 2026 and 2025, sales through a single distribution channel represented 43% and 38% of our total revenue, respectively. In the nine months ended September 30, 2026 and 2025, sales through a single distribution channel represented 40% and 30% of our total revenue, respectively.

Revenues from our significant end-customers as a percentage of our total revenue are as follows:

We report revenue in two customer verticals: enterprises, which accounted for 58% and 36% of our total revenue during the three months ended September 30, 2026 and 2025, respectively, and service providers, which accounted for 42% and 64% of our total revenue during the three months ended September 30, 2026 and 2025, respectively. During the nine months ended September 30, 2026 and 2025, enterprises accounted for 58% and 39% of our total revenue, respectively. During the nine months ended September 30, 2026 and 2025, service providers accounted for 42% and 61% of our total revenue, respectively.

A substantial portion of our revenue comes from a limited number of large end-customers and service providers. Purchases from our ten largest end-customers accounted for 55% and 51% of our total revenue for the three months ended September 30, 2026 and 2025, respectively, and accounted for 54% and 45% of our total revenue for the nine months ended September 30, 2026 and 2025, respectively.

As of September 30, 2026, a single distribution channel accounted for 30% of our total gross accounts receivable. As of December 31, 2025, a single distribution channel accounted for 23% of our total gross accounts receivable.

Recently Adopted Accounting Standard

In July 2025, the FASB issued ASU 2025-05 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which amends ASC 326-20 to provide a practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities that elect the practical expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The standard should be applied prospectively, and is effective for annual periods, including interim reporting periods, beginning after December 15, 2025. The Company adopted this ASU during the first quarter of fiscal year 2026 on a prospective basis. The adoption of this ASU did not have a material impact on the Company’s condensed consolidated financial statements.

Recent Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the consolidated financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2024-03.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which simplifies the capitalization guidance by removing references to software development project stage so that the guidance is neutral to different software development methods. ASU 2025-06 are effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods and are to be applied on a prospective, modified retrospective or retrospective basis, with early adoption permitted. The Company's interim and annual reporting requirements will be effective for the Company beginning in the first quarter of fiscal year 2028. We are in the process of analyzing the impact of adopting ASU 2025-06 on our condensed consolidated financial statements.

There have been no other recent accounting pronouncements, changes in accounting pronouncements or recently adopted accounting guidance during the three and nine months ended September 30, 2026 that are of significance or potential significance to us.

2. Leases

The Company leases various operating spaces in the United States, Asia and Europe under non-cancellable operating lease arrangements that expire on various dates through April 2029. These arrangements require us to pay certain operating expenses, such as taxes, repairs and insurance, and contain renewal and escalation clauses.

The table below presents the Company’s right-of-use assets and lease liabilities as of September 30, 2026 and December 31, 2025 (in thousands):

The aggregate future lease payments for non-cancelable operating leases as of September 30, 2026 were as follows (in thousands):

The components of lease costs were as follows (in thousands):

Average lease terms and discount rates for the Company’s operating leases were as follows:

Supplemental cash flow information for the Company’s operating leases were as follows (in thousands):

3. Marketable Securities and Fair Value Measurements

Marketable Securities

Marketable securities, classified as available-for-sale, consisted of the following (in thousands):

During the three and nine months ended September 30, 2026 and 2025, we did not reclassify any amount to earnings from accumulated other comprehensive income related to unrealized gains or losses.

The following table summarizes the cost and estimated fair value of our marketable securities based on stated effective maturities as of September 30, 2026 (excluding publicly held equity securities, in thousands):

All available-for-sale securities have been classified as current because they are available for use in current operations.

Marketable securities in an unrealized loss position as of September 30, 2026 consisted of the following (in thousands):

Marketable securities in an unrealized loss position as of December 31, 2025 consisted of the following (in thousands):

Based on evaluation of securities that have been in a continuous loss position, we did not recognize any credit loss allowances during the three and nine months ended September 30, 2026 and 2025.

Fair Value Measurements

The following is a summary of our cash, cash equivalents and marketable securities measured at fair value on a recurring basis (in thousands):

There were no transfers between Level 1 and Level 2 fair value measurement categories during thethree and nine months ended September 30, 2026 and 2025.

The Company measures the fair value of the 2030 Notes (as defined below) using inputs of quoted prices for disclosure purposes on a recurring basis. The fair value of the 2030 Notes was $299.8 million as of September 30, 2026. The 2030 Notes are categorized as Level 2 since their fair values is based on Level 2 inputs of quoted prices.

4. Derivatives

Foreign Exchange Forward Contracts

The Company uses derivative financial instruments to manage exposures to foreign currency that may or may not be designated as hedging instruments. The Company’s objective for holding derivatives is to use the most effective methods to minimize the impact of these exposures. The Company does not enter into derivatives for speculative or trading purposes. The Company enters into foreign exchange forward contracts primarily to mitigate the effect of gains and losses generated by foreign currency transactions related to certain operating expenses and remeasurement of certain assets and liabilities denominated in foreign currencies.

For foreign exchange forward contracts not designated as hedging instruments, the fair value of the derivatives in a net gain or net loss position are recorded in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. Changes in the fair value of derivatives are recorded in other income, net in the accompanying condensed consolidated statements of operations. As of September 30, 2026 and December 31, 2025, foreign exchange forward currency contracts not designated as hedging instruments had total notional amounts of $3.7 million and $2.0 million, respectively. These contracts have maturities of approximately 30 days. For the three months ended September 30, 2026 and 2025, the Company recorded unrealized a net gain of $15 thousand and a net loss of $14 thousand, respectively, in its condensed consolidated statements of operations related to these contracts. For the nine months ended September 30, 2026 and 2025, the Company recorded an unrealized net gain of $6 thousand and an unrealized net loss of $36 thousand, respectively, in its condensed consolidated statements of operations related to these contracts. For the three months ended September 30, 2026 and 2025, the Company recorded a realized net loss of $0.1 million and a net realized gain of $71 thousand, respectively, in its condensed consolidated statements of operations related to these contracts. For the nine months ended September 30, 2026 and 2025, the Company recorded realized net losses of $123 thousand and $0.4 million, respectively, in its condensed consolidated statements of operations related to these contracts.

For foreign exchange forward contracts designated as hedging instruments, unrealized gains and losses arising from these contracts are recorded as a component of accumulated other comprehensive income (loss) on the consolidated balance sheets. These hedging contracts have 30 day maturities. The hedging gains and losses in accumulated other comprehensive income (loss) in the consolidated balance sheet are subsequently reclassified to expenses, as applicable, in the consolidated statements of operations in the same period in which the underlying transactions affect the Company’s earnings. As of September 30, 2026 and December 31, 2025, the Company hadno outstanding foreign exchange forward contracts designated as hedging instruments.

5. Acquisitions

TrojAI, Inc.

On June 15, 2026, we completed the acquisition of TrojAI for $34.1 million in cash and $5.0 million in stock. This acquisition has been accounted for as a business combination. The preliminary purchase price allocation is as follows: $8.8 million to identified intangible assets, $0.7 million to accounts payable and accrued liabilities, $0.2 million to deferred revenue assumed, $2.3 million to deferred tax and $1.3 million to net assets acquired, with the excess $32.2 million of the preliminary purchase price over the fair value of net assets acquired recorded as goodwill, allocated to our single operating segment. Goodwill is primarily attributable to assembled workforce, future synergies, and other intangible assets that do not qualify for separate recognition. Goodwill is not deductible for tax purposes.

The results of operations of the acquired business, which are not material, have been included in our condensed consolidated financial statements from the date of the acquisition. Pro forma results of operations have not been presented because the effect of the acquisition was not material to the condensed consolidated statements of operations.

The Company incurred approximately $1.3 million of acquisition-related costs, including legal, accounting, and advisory fees. These costs were expensed as incurred and included in general and administrative expenses in the condensed consolidated statements of operations. The cash outflows for these costs are classified as operating activities in the condensed consolidated statements of cash flows.

Acquired Intangible Assets

The following table sets forth the components of acquired intangible assets and their estimated useful lives as of the date of acquisition (in thousands, except years):

Acquired intangible assets subject to amortization as of September 30, 2026 are as follows (in thousands, except years):

Amortization expense from acquired intangible assets was $0.4 million and $0.5 million for the three and nine months ended September 30, 2026, respectively.

The expected future amortization expense for acquired intangible assets as of September 30, 2026 is as follows (in thousands):

Goodwill

The Company recorded goodwill in the amount of $32.2 million for the acquisition of TrojAI.

ThreatX Protect Business

On February 12, 2025, we completed the acquisition of the ThreatX Protect business of ThreatX, Inc. for $19.1 million in cash. This acquisition has been accounted for as a business combination. The preliminary purchase price allocation is as follows: $7.6 million to identified intangible assets, $2.5 million to deferred revenue assumed and $0.2 million to net assets acquired, with the excess $13.8 million of the preliminary purchase price over the fair value of net assets acquired recorded as goodwill, allocated to our single operating segment. Goodwill is primarily attributable to assembled workforce, future synergies, and other intangible assets that do not qualify for separate recognition. Goodwill is not deductible for tax purposes.

The results of operations of the acquired business, which are not material, have been included in our condensed consolidated financial statements from the date of the acquisition. Pro forma results of operations have not been presented because the effect of the acquisition was not material to the condensed consolidated statements of operations.

The Company incurred approximately $0.3 million of acquisition-related costs, including legal, accounting, and advisory fees. These costs were expensed as incurred and included in general and administrative expenses in the condensed consolidated statements of operations. The cash outflows for these costs are classified as operating activities in the condensed consolidated statements of cash flows.

Acquired Intangible Assets

The following table sets forth the components of acquired intangible assets and their estimated useful lives as of the date of acquisition (in thousands, except years):

Acquired intangible assets subject to amortization as of September 30, 2026 are as follows (in thousands, except years):

Amortization expense from acquired intangible assets was $0.4 million for each of the three months ended September 30, 2026 and 2025, respectively, and was $1.1 million and $1.0 million for the nine months ended September 30, 2026 and 2025, respectively.

The expected future amortization expense for acquired intangible assets as of September 30, 2026 is as follows (in thousands):

Goodwill

The Company recorded goodwill in the amount of $13.8 million for the acquisition of ThreatX Protect. There were no events or changes in circumstances that triggered an impairment review during the three and nine months ended September 30, 2026.

6. Condensed Consolidated Financial Statement Components

Accounts Receivable Allowance for Credit Losses

The following table presents the change in the Company’s accounts receivable allowance for credit losses (in thousands):

Inventory

Inventory consisted of the following (in thousands):

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):

Construction in process primarily consists of deferred software development costs related to several SaaS projects that will take longer than one year to complete.

Depreciation expense on property and equipment was $3.5 million and $2.6 million for the three months ended September 30, 2026 and 2025, respectively, and was $9.3 million and $7.1 million for the nine months ended September 30, 2026 and 2025, respectively.

Internally Developed Software to be Marketed and Sold

During the three and nine months ended September 30, 2026 and 2025, no costs were capitalized associated with internally developed software to be marketed and sold. During the three months ended September 30, 2026 and 2025, amortization cost totaled $0.1 million in each period and during the nine months ended September 30, 2026 and 2025, amortization cost totaled $0.3 million in each period. As of September 30, 2026, the unamortized capitalized internally developed software balance was $0.9 million and is included in other non-current assets.

Accrued and Other Liabilities

Accrued and other liabilities consisted of the following (in thousands):

Deferred Revenue

Deferred revenue consisted of the following (in thousands):

7. Long-Term Debt

2030 Convertible Senior Notes

In March 2025, the Company issued $225.0 million aggregate principal amount of 2.75% Convertible Senior Notes due 2030 (the “2030 Notes”). The Company received net proceeds from the offering of approximately $217.7 million. The 2030 Notes will mature on April 1, 2030, unless earlier converted, redeemed or repurchased.

The 2030 Notes bear interest at the stated rate of 2.75% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2025. The 2030 Notes are convertible into solely cash or a combination of cash and shares of common stock, at the Company’s election, at an initial conversion rate of 42.6257 shares of common stock per $1,000 principal amount of 2030 Notes, which is equivalent to an initial conversion price of $23.46003 per share of common stock. The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2030 Notes (the “2030 Notes Indenture”). Special interest and additional interest will accrue on the 2030 Notes in the circumstances and at the rates described in the 2030 Notes Indenture. The debt issuance costs are amortized to interest expense applying the effective interest method. The 2030 Notes do not contain financial maintenance covenants.

The holders may convert their 2030 Notes at their option only in the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ended on June 30, 2025, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during five consecutive business days immediately after any ten consecutive trading day period (such ten consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of 2030 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock, as described in the 2030 Notes Indenture; (4) if the Company calls such 2030 Notes for redemption; and (5) at any time from, and including, December 1, 2029 until the close of business on the 2nd scheduled trading day immediately before the maturity date.

If the Company undergoes a fundamental change (as defined in the 2030 Notes Indenture), subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their 2030 Notes, at a fundamental change repurchase price equal to 100% of the principal amount of the 2030 Notes to be repurchased, plus any accrued and unpaid special interest and additional interest, if any, up to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2030 Notes in connection with such corporate event or during the relevant redemption period. The conditions described in clause (1) of the preceding sentence were satisfied in the second quarter of 2026, and accordingly, the 2030 Notes are convertible at the option of the holder thereof beginning July 1, 2026 until September 30, 2026.

Under the terms of the indenture, we have the option to settle our conversion obligation in cash or a combination of cash and shares. If holders elect to convert their 2030 Notes and we elect to settle all or a portion of our conversion obligation in cash, we would be required to use a portion of our cash and cash equivalents and marketable securities, which totaled $75.8 million and $284.6 million, respectively, as of September 30, 2026, or seek additional financing, to fund that obligation, and if we elect to settle any portion in shares of our common stock, such issuance would dilute the ownership interests of our existing stockholders. We believe our existing cash, cash equivalents and marketable securities, together with cash expected to be provided by operating activities, would be sufficient to satisfy a cash settlement obligation with respect to the 2030 Notes if holders were to elect conversion during any future conversion period. However, the extent and timing of any such elections are outside of our control, and satisfying a significant cash settlement obligation could reduce the cash resources available to fund our other liquidity needs, including our stock repurchase program and quarterly cash dividend, and could require us to seek additional financing on terms that may not be favorable to us, or at all.

The 2030 Notes are redeemable, in whole or in part (subject to certain limitations), for cash at Company’s option at any time, and from time to time, on or after April 5, 2028 and on or before the 60th scheduled trading day immediately before the maturity date, but only if (i) the 2030 Notes are “freely tradable” (as defined in the 2030 Notes Indenture) and all accrued and unpaid additional interest, if any, has been paid in full; and (ii) the last reported sale price per share of common stock is at least 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid special and additional interest, if any, to, but excluding, the redemption date.

The 2030 Notes have customary provisions relating to the occurrence of “events of default” (as defined in the 2030 Notes Indenture). The occurrence of such events of default may result in the acceleration of all amounts due under 2030 Notes. No sinking fund is provided for the 2030 Notes.

The 2030 Notes are general unsecured obligations of the Company and rank senior in right of payment to all of Company’s existing and future indebtedness that is expressly subordinated in the right of payment to the 2030 Notes; equal in right of payment with all of the Company’s existing and future senior, unsecured indebtedness; effectively subordinated to any of the Company’s existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity if any, of the Company’s current or future subsidiaries.

The Company accounted for the issuance of the 2030 Notes as a single liability measured at its amortized cost, as no embedded features require bifurcation and recognition as derivatives.

The carrying value of the 2030 Notes, net of unamortized debt issuance costs of $5.1 million, was $219.9 million as of September 30, 2026. Interest expense and the amortization of debt issuance costs totaled $1.9 million for both of the three months ended September 30, 2026 and 2025, respectively, and totaled $5.7 million and $4.1 million for the nine months ended September 30, 2026 and 2025, respectively. The effective interest rate on the 2030 Notes is 3.43%.

As of June 29, 2026, the last reported sale price of our common stock satisfied the applicable conversion threshold under the indenture governing the 2030 Notes, triggering the right of holders to elect to convert their 2030 Notes at their option during the third calendar quarter of 2026. As a result of this triggering event, we reclassified the $219.5 million carrying amount of the 2030 Notes from long-term debt to a current liability on our condensed consolidated balance sheet as of June 30, 2026. None of the holders of our 2030 Notes opted to convert their notes during the third calendar quarter of 2026 and after September 30, 2026, the 2030 Notes became ineligible for optional conversion until such time one of the conversion conditions is satisfied. As such, we reclassified the 2030 Notes to long-term debt as of September 30, 2026.

8. Commitments and Contingencies

Lease Commitments

We lease various operating spaces in the United States, Asia and Europe under non-cancelable operating lease arrangements that expire on various dates through April 2029. These arrangements require us to pay certain operating expenses, such as taxes, repairs and insurance, and contain renewal and escalation clauses. We recognize rent expense under these arrangements on a straight-line basis over the term of the lease. See Note 2 for the Company’s aggregate future lease payments for the Company’s non-cancelable operating leases as of September 30, 2026.

Additionally, the Company has $16.3 million of future payment obligations relating to executed lease agreements for two new buildings located in Fremont, California, for which the related lease terms had not yet commenced as of September 30, 2026 and, therefore, are not recorded on the condensed consolidated balance sheet as of September 30, 2026.

Rent expense was $1.3 million and $1.2 million for the three months ended September 30, 2026 and 2025, respectively, and was $3.8 million and $3.7 million for the nine months ended September 30, 2026 and 2025, respectively.

Purchase Commitments

We have open purchase commitments with third-party contract manufacturers with facilities in Taiwan to supply nearly all of our finished goods inventories, spare parts, and accessories. These purchase orders are expected to be paid within one year of the issuance date. We had open purchase commitments with manufacturers in Taiwan totaling $26.1 million as of September 30, 2026.

Guarantees and Indemnifications

In the normal course of business, we provide indemnifications to customers against claims of intellectual property infringement made by third parties arising from the use of our products. Other guarantees or indemnification arrangements include guarantees of product and service performance, and standby letters of credit for lease facilities and corporate credit cards. We have not recorded a liability related to these indemnification and guarantee provisions and our guarantees and indemnification arrangements have not had any significant impact on our condensed consolidated financial statements to date.

9. Equity Incentive Plans, Stock-Based Compensation and Stock Repurchase Programs

Equity Incentive Plans

2014 Equity Incentive Plan and 2023 Stock Incentive Plan

The 2014 Equity Incentive Plan (the “2014 Plan”) was in effect until it was replaced by the 2023 Stock Incentive Plan (the “2023 Plan”) on April 1, 2023. No further grants will be made under the 2014 Plan. Both the 2014 Plan and 2023 Plan provide for the granting of stock options, restricted stock awards, restricted stock units (“RSUs”), market performance-based RSUs (“PSUs”), stock appreciation rights, performance units and performance shares to our employees, consultants and members of our Board of Directors. As of September 30, 2026, we had 1,517,214 shares available for future grant under the 2023 Plan.

2014 Employee Stock Purchase Plan

The 2014 Employee Stock Purchase Plan, as amended (the “Amended 2014 Purchase Plan”) provides employees with an opportunity to purchase our common stock through accumulated contributions, up to a maximum of 10% of eligible compensation, with offering periods ofsix months in duration, beginning on or about December 1 and June 1 each year. As of September 30, 2026, the Company had 2,683,098 shares available for future issuance under the Amended 2014 Purchase Plan.

Stock-Based Compensation

A summary of our stock-based compensation expense is as follows (in thousands):

As of September 30, 2026, the Company had $43.0 million of unrecognized stock-based compensation expense related to unvested stock-based awards and employee stock purchase rights, which will be recognized over a weighted-average period of 2.0 years.

Stock Awards

The Company has granted RSUs to its employees, consultants and members of the Board of Directors, and PSUs to certain executives and employees. The Company’s PSUs have market performance-based vesting conditions as well as service-based vesting conditions. As of September 30, 2026, there were 2,157,780 RSUs and 534,418 PSUs outstanding.

The following table summarizes our stock award activities and related information:

The aggregate fair value of stock awards released was $7.0 million and $4.7 million for the three months ended September 30, 2026 and 2025, respectively, and was $20.9 million and $15.4 million for the nine months ended September 30, 2026 and 2025, respectively.

Stock Repurchase Programs

On November 1, 2022, the Company announced that the Board of Directors authorized a stock repurchase program of up to $50 million of its common stock over a period of twelve months. On November 7, 2023, the Company announced that the Board of Directors authorized a stock repurchase program of up to $50 million of its common stock over a period of twelve months. These repurchase programs were active for twelve months and are expired.

On November 7, 2024, the Company announced that the Board of Directors authorized a stock repurchase program of up to $50 million of its common stock (the “2024 Program”). The 2024 Program did not have a specified term or termination date. The Board of Directors terminated the 2024 Program on May 1, 2025.

On May 1, 2025, the Company announced that the Board of Directors authorized a new stock repurchase program of up to $75 million of its common stock (the “2025 Program”). The 2025 Program does not have a specified term or termination date. During the three months ended September 30, 2026, we repurchased 877,537 shares for a total of $23.0 million and during the nine months ended September 30, 2026, we repurchased 894,245 shares for a total of $23.3 million or $26.02 per share under the 2025 Program. As of September 30, 2026, the Company had $30.1 million available to repurchase shares under the 2025 Program.

In addition to repurchasing shares under the Company’s repurchase programs, we withhold shares from certain executives to satisfy income tax withholding and remittance obligations resulting from the vesting of RSU and PSU awards.

Under the Company’s stock repurchase programs, repurchased shares are held in treasury at cost. The Company’s stock repurchase programs do not obligate it to acquire any specific number of shares. Shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities and Exchange Act of 1934 (the “Exchange Act”).

Commitment to Issue Share-Based Consideration Payable to a Customer

On August 3, 2026 (the “Issuance Date”), in connection with the partnership between the Company and Microsoft Corporation (“Microsoft”), the Company issued to Microsoft a Warrant to purchase up to an aggregate of 800,000 shares of the Company’s common stock with an exercise price of $0.01 per share. The Warrant was issued in connection with Microsoft’s purchases of the Company’s products and services, including purchases made through the Company’s authorized resellers, with vesting tied to those purchases by Microsoft and its affiliates. The Warrant is eligible to vest in two tranches based on Microsoft's achievement of specified purchase thresholds during two separate one-year measurement periods beginning July 1,

2026 and ending June 30, 2028. Depending on the level of purchases during each one-year 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.

As described below, the Company has measured the fair value of the Warrant as of the Issuance Date. The timing and amount of the resulting reductions of revenue in any period will depend on the timing and volume of purchases by Microsoft and its affiliates during the measurement periods, which are not within the Company’s control.

Consistent with ASC 606 Revenue Recognition and ASC 718, Compensation—Stock Compensation (“ASC 718”), we measured the fair value of the Warrant as of the date of issue on August 3, 2026. The fair value of the Warrant was determined using a Black-Scholes pricing model in accordance with ASC 718’s fair value measurement framework. The Company elected to use the contractual term as the expected term of the Warrant. The following assumptions were used to estimate the fair value of the Warrant on August 3, 2026:

As of the date of issue the estimated fair value was $27.64 per share underlying the Warrant for a total fair value of $22.1 million for the 800,000 potential Warrant Shares. As of the issue date, the fair value of the Warrant is fixed, and is being accounted for as consideration payable to a customer, recognized as a reduction of revenue.

As of September 30, 2026, the Company had recorded $0 to Additional Paid-In Capital and as a reduction of revenue, because no revenue was recognized in the third quarter of 2026 on purchase orders received during the first one-year measurement period beginning July 1, 2026.

10. Net Income Per Share

Basic net income per share is computed using the weighted average number of common shares outstanding for the period. Diluted net income per share applying the treasury stock method is computed using the weighted average number of common shares outstanding for the period plus potential dilutive common shares, including stock awards (RSUs and PSUs), employee stock purchase rights and the 2030 Notes, unless the potential common shares are anti-dilutive. Warrant shares are not included in the calculation of basic and diluted net income per share since the specified purchase threshold performance conditions had not been satisfied as of September 30, 2026. See Note 9 for additional information regarding the Company’s Warrant issued to Microsoft.

Basic and diluted net income per share are calculated as follows (in thousands, except per share amounts):

The following table presents common shares related to potentially dilutive shares excluded from the calculation of diluted net income per share as their effect would have been anti-dilutive (in thousands):

11. Income Taxes

We recorded a provision for income taxes of $2.6 million and $1.8 million for the three months ended September 30, 2026 and 2025, respectively. We recorded income tax expense of $5.8 million and $4.1 million for the nine months ended September 30, 2026 and 2025, respectively. The Company’s income tax provision for the three and nine months ended September 30, 2026 and 2025 primarily consisted of U.S. federal and state taxes.

We had $8.6 million of unrecognized tax benefits as of September 30, 2026.

Accrued interest and penalties related to unrecognized tax benefits are recognized as part of our provision for income taxes in our condensed consolidated statements of operations.

We are subject to taxation in the United States, various states, and several foreign jurisdictions. Because we have net operating loss and credit carryforwards, there are open statutes of limitations in which federal, state, and foreign taxing authorities may examine our tax returns for all years from 2005 through the current period. We are currently under audit by the IRS for the 2023 Tax Year.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S. The OBBBA introduces significant provisions, including the permanent extension of certain expiring provisions under the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation contains multiple effective dates, with some provisions effective in 2025 and others implemented through 2027. The Company has considered the impact of OBBBA on the Company's annual effective tax rate, mainly the reduction in the R&D credit from the Section 280(c ) election. The tax effects of the enacted legislation are reflected in the period of enactment and there was no material impact on our effective tax rate as of September 30, 2026.

At the end of Q2 2026, California passed Senate Bill 122 extends the R&D credit limitation as well as the annual election for the refundable credits through tax year 2029. For tax years 2030 and onwards, the R&D credit limitation will be the greater of $5 million or 70% of tax liability. The CA law change is not expect to have any tax impact to the company, given the company's R&D credit utilization is projected to be less than $5M annually. The Company will continue to monitor and assess the impact of OBBBA and state law changes to the consolidated financial statements.

12. Segment and Geographic Information

ASC 280 Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker ("CODM") to assess performance and to decide how to allocate resources. The Company manages its business on the basis ofone reportable segment andone operating segment and derives revenues from two sources: products revenue and services revenue.

The Company’s CODM is our Chief Executive Officer, Dhrupad Trivedi. Our CODM assesses the performance of the Company and decides how to allocate resources based upon consolidated net income, which is also reported within the condensed consolidated statements of operations. The CODM uses consolidated net income to monitor period-over-period results, to assess financial performance and decide where to allocate additional resources within the business. The CODM does not regularly review significant classifications of expenses outside those shown on the condensed consolidated statements of operations.

We report customer revenues in three broad geographic regions: the Americas, APJ and EMEA regions. The Americas region comprises the United States and other countries in the Americas (excluding the United States). The APJ region comprises Japan and all other countries in APAC (excluding Japan). The EMEA region comprises Europe, Middle East and Africa. We believe this geographic view aligns with how we manage the business and maps our product portfolio to customer verticals.

The following table depicts the disaggregation of revenue by geographic region based on the ship to location of our customers (in thousands):

The following table is a summary of our long-lived assets which include property and equipment, net and operating lease right-of-use assets based on the physical location of the assets (in thousands):

13. Revenue

We report two customer verticals: enterprises and service providers. Revenue generated from enterprises and service providers was as follows (in thousands):

Contract Balances

The following table reflects contract balances with customers (in thousands):

We receive payments from customers based upon billing cycles. Invoice payment terms usually range from 30 to 90 days.

Accounts receivable are recorded when the right to consideration becomes unconditional.

Contract assets include amounts related to our contractual right to consideration for performance obligations not yet billed and are included in prepaid and other current assets in the condensed consolidated balance sheets. The amounts were immaterial as of September 30, 2026 and December 31, 2025.

Deferred revenue primarily consists of amounts that have been invoiced but not yet been recognized as revenue and consists of performance obligations pertaining to support and subscription services. We recognized revenue of $28.0 million and $26.3 million during the three months ended September 30, 2026 and 2025, respectively, and we recognized revenue of $70.9 million and $63.6 million during the nine months ended September 30, 2026 and 2025, respectively, related to deferred revenues at the beginning of the respective periods.

Deferred Contract Acquisition Costs

We capitalize certain contract acquisition costs consisting of incremental sales commissions incurred to obtain customer contracts. Deferred commissions related to product revenues are recognized upon transfer of control to customers. Deferred commissions related to services revenue are recognized as the related performance obligations are met. Deferred commissions that will be recognized during the succeeding 12-month period are recorded as prepaid expenses and other current assets, and the remaining portion is recorded as other non-current assets. Amortization of deferred commissions is included in sales and marketing expense.

As of September 30, 2026, the current and non-current portions of deferred contract acquisition costs were $8.2 million and $5.3 million, respectively. As of December 31, 2025, the current and non-current portions of deferred contract acquisition costs were $8.3 million and $5.7 million, respectively. Related amortization expense was $2.1 million and $1.7 million for the three months ended September 30, 2026 and 2025, respectively, and was $4.8 million and $4.3 million for the nine months ended September 30, 2026 and 2025, respectively.

We hadno impairment loss in relation to the costs capitalized andno asset impairment charges related to contract assets during the three and nine months ended September 30, 2026 and 2025.

Remaining Performance Obligations

Remaining performance obligations represent contracted revenues that are non-cancellable and have not yet been recognized due to unsatisfied or partially satisfied performance obligations, which include deferred revenues and amounts that will be invoiced and recognized as revenues in future periods.

We expect to recognize revenue on the remaining performance obligations as follows (in thousands):

Consideration Payable to a Customer (Share-Based Payments to Customers)

On August 3, 2026, 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 Microsoft’s purchases of the Company’s products and services, including purchases made through the Company’s authorized resellers, with vesting tied to those purchases by Microsoft and its affiliates. The Warrant is eligible to vest in two tranches based on Microsoft's achievement of specified purchase thresholds during two separate one-year measurement periods beginning July 1, 2026 and ending 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 Warrant has a total fair value of $22.1 million for the 800,000 potential Warrant shares and is being accounted for as consideration payable to a customer, recognized as a reduction of revenue. As of September 30, 2026, the Company had recorded $0 as a reduction of revenue, because no revenue was recognized in the third quarter of 2026 on purchase orders received during the first one-year measurement period beginning July 1, 2026.

14. Subsequent Events

On November 5, 2026, the Company announced that the Board of Directors approved a quarterly cash dividend. The dividend, in the amount of $0.06 per share outstanding, will be paid on December 1, 2026 to stockholders of record on November 16, 2026. Future dividends will be subject to further review and approval by the Board of Directors in accordance with applicable law. The Board of Directors reserves the right to adjust or withdraw the quarterly dividend in future periods as it reviews the Company’s capital allocation of Directors strategy from time-to-time.