N-able, Inc.NABL
N-able, Inc. Stock Compensation Disclosure
Stock-Based Compensation
Common Stock and Preferred Stock
As set by our certificate of incorporation, the Company has authorized 550,000,000 shares of common stock, par value of $0.001 per share, and 50,000,000 shares of preferred stock, par value of $0.001 per share. Each share of common stock entitles the holder thereof to one vote on each matter submitted to a vote at any meeting of stockholders.
Equity Incentive Awards
2021 Equity Incentive Plan
In August 2021, our board of directors adopted and our stockholders approved our 2021 Equity Incentive Plan (the “2021 Plan”). It is intended to make available incentives that will assist us to attract, retain and motivate employees, including officers, consultants and directors. We may provide these incentives through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units and other cash-based or stock-based awards. As of December 31, 2025, 18,200,707 shares were reserved for future grants under the 2021 Plan.
Awards may be granted under the 2021 Plan to our employees, including officers, directors or consultants or those of any present or future parent or subsidiary corporation or other affiliated entity. All awards must be evidenced by a written agreement between us and the holder of the award and may include stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance shares and performance stock units (“PSUs”), and cash-based awards and other stock-based awards. In the event of a change in control as described in the 2021 Plan, the acquiring or successor entity may assume or continue all or any awards outstanding under the 2021 Plan or substitute substantially equivalent awards. Any awards that are not assumed or continued in connection with a change in control or are not exercised or settled prior to the change in control will terminate effective as of the time of the change in control. Our compensation committee may provide for the acceleration of vesting of any or all outstanding awards upon such terms and to such extent as it determines, except that the vesting of all awards held by members of the board of directors who are not employees will automatically be accelerated in full. The 2021 Plan also authorizes our compensation committee, in its discretion and without the consent of any participant, to cancel each or any outstanding award denominated in shares upon a change in control in exchange for a payment to the participant with respect to each share subject to the canceled award of an amount equal to the excess of the consideration to be paid per share of common stock in the change in control transaction over the exercise price per share, if any, under the award.
The 2021 Plan will continue in effect until it is terminated by the compensation committee; provided, however, that all awards must be granted, if at all, within ten years of its effective date. The compensation committee may amend, suspend or terminate the 2021 Plan at any time; provided that without stockholder approval, the plan cannot be amended to increase the number of shares authorized, change the class of persons eligible to receive incentive stock options, or effect any other change that would require stockholder approval under any applicable law, regulation or listing rule.
RSUs generally vest over the requisite service period of four years, subject to continued employment through each applicable vesting date. PSUs generally vest over a three-year period based on the achievement of specified performance targets for the fiscal year and subject to continued service through the applicable vesting dates. Based on the extent to which the performance targets are achieved, PSUs vest at a specified range of the target award amount.
We have granted RSUs, PSUs, and stock options at exercise prices equal to the fair value of the underlying common stock at the time of grant, as determined by our board of directors on a contemporaneous basis. As of December 31, 2025, common
stock-based incentive awards of 9,382,263 shares were outstanding under the 2021 Plan, consisting of 41,323 stock options, 7,278,420 shares of RSUs, and 2,062,520 shares of PSUs.
Conversion of SolarWinds Equity Stock Awards
In connection with the Separation and Distribution, all of the outstanding and unvested SolarWinds equity awards held by our employees were converted to N-able awards through the Conversion. As a result of the Conversion, 224,638 stock options, 91,477 shares of restricted common stock, and 2,207,824 shares of RSUs were granted during the year ended December 31, 2021. See Note 13. Relationship with Parent and Related Entities for information on the incremental compensation expense recognized during the years ended December 31, 2025, 2024, and 2023 as a result of the Conversion.
Stock-Based Compensation Expense
Stock-based compensation expense for the years ended December 31, 2025, 2024 and 2023 was $46.6 million, $45.4 million and $43.6 million, respectively, as summarized below:
| Year Ended December 31, | |||||||||||||||||
2025 | 2024 | 2023 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Cost of revenue | $ | 1,687 | $ | 1,576 | $ | 1,348 | |||||||||||
| Sales and marketing | 16,301 | 14,938 | 14,706 | ||||||||||||||
| Research and development | 11,150 | 10,156 | 8,560 | ||||||||||||||
| General and administrative | 17,455 | 18,681 | 18,956 | ||||||||||||||
| Total stock-based compensation expense | $ | 46,593 | $ | 45,351 | $ | 43,570 | |||||||||||
The impact to our income before income taxes due to stock-based compensation expense and the related income tax benefits were as follows:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Impact to income before income taxes due to stock-based compensation | $ | 46,593 | $ | 45,351 | $ | 43,570 | |||||||||||
| Income tax benefit related to stock-based compensation | 2,099 | 1,528 | 1,334 | ||||||||||||||
Stock Option Awards
Stock option grant activity under the 2021 Plan was as follows during the year ended December 31, 2025:
| Number of Shares Outstanding | Weighted- Average Exercise Price | Aggregate Intrinsic Value (in thousands) | Weighted- Average Remaining Contractual Term (in years) | ||||||||||||||||||||
Outstanding balances as of December 31, 2024 | 47,903 | $ | 0.60 | ||||||||||||||||||||
| Options exercised | (6,580) | 0.34 | |||||||||||||||||||||
Outstanding balances as of December 31, 2025 | 41,323 | $ | 0.64 | ||||||||||||||||||||
Options exercisable as of December 31, 2025 | 41,323 | $ | 0.64 | $ | 283 | 1.1 | |||||||||||||||||
Options vested and expected to vest as of December 31, 2025 | 41,323 | $ | 0.64 | $ | 283 | 1.1 | |||||||||||||||||
No stock option awards have been granted since the year ended December 31, 2021, and no stock option awards have vested since the year ended December 31, 2023. No stock-based compensation expense related to stock option awards has been recognized since the year ended December 31, 2023.
For stock option awards granted during the year ended December 31, 2021, we estimated the fair value at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:
| Year Ended December 31, | |||||
| 2021 | |||||
| Expected dividend yield | — | % | |||
| Volatility | 45.5 | % | |||
| Risk-free rate of return | 0.5 | % | |||
| Expected life | 3.47 years | ||||
See Note 2. Summary of Significant Accounting Policies for additional information on determining the fair value of our stock-based incentive awards.
As of December 31, 2025, there are no unvested stock options and no unrecognized stock-based compensation expense related to stock options subject to recognition in future periods.
Restricted Stock Units
The following table summarizes information about RSU activity under the 2021 Plan during the year ended December 31, 2025:
| Number of Units Outstanding | Weighted-Average Grant Date Fair Value Per Share | Aggregate Intrinsic Value (in thousands) | Weighted-Average Remaining Contractual Term (in years) | ||||||||||||||||||||
Unvested balances as of December 31, 2024 | 6,646,030 | $ | 12.19 | $ | 62,074 | 1.2 | |||||||||||||||||
| Restricted stock units granted | 4,852,914 | 9.71 | |||||||||||||||||||||
| Restricted stock units vested | (3,260,270) | 12.17 | |||||||||||||||||||||
| Restricted stock units forfeited | (960,254) | 11.09 | |||||||||||||||||||||
Unvested balances as of December 31, 2025 | 7,278,420 | $ | 10.69 | $ | 54,443 | 1.2 | |||||||||||||||||
The total fair value of RSUs vested during the year ended December 31, 2025 was $28.2 million. Of the total stock-based compensation expense of $46.6 million recognized during the year ended December 31, 2025, $9.7 million was related to RSUs granted during the year ended December 31, 2025. The total unrecognized stock-based compensation expense related to unvested RSUs and subject to recognition in future periods is $64.4 million as of December 31, 2025 and we expect to recognize this expense over a weighted-average period of 2.5 years.
Performance Stock Units
The following table summarizes information about PSU activity under the 2021 Plan during the year ended December 31, 2025:
| Number of Units Outstanding | Weighted-Average Grant Date Fair Value Per Share | Aggregate Intrinsic Value (in thousands) | Weighted-Average Remaining Contractual Term (in years) | ||||||||||||||||||||
Unvested balances as of December 31, 2024 | 1,612,395 | $ | 11.84 | $ | 15,060 | 0.8 | |||||||||||||||||
| Performance stock units granted | 1,535,443 | 8.93 | |||||||||||||||||||||
| Performance stock units vested | (721,464) | 11.39 | |||||||||||||||||||||
| Performance stock units forfeited | (363,854) | 12.28 | |||||||||||||||||||||
Unvested balances as of December 31, 2025 | 2,062,520 | $ | 9.75 | $ | 15,428 | 0.9 | |||||||||||||||||
The total fair value of PSUs vested during the year ended December 31, 2025 was $7.2 million. Of the 1,535,443 PSUs granted during the year ended December 31, 2025, no shares represent adjustments resulting from the actual achievement of performance-based awards based on predefined performance targets. Of the total stock-based compensation expense of $46.6 million recognized during the year ended December 31, 2025, $5.2 million was related to PSUs granted during the year ended December 31, 2025. The total unrecognized stock-based compensation expense related to unvested PSUs and subject to recognition in future periods is $6.6 million as of December 31, 2025 and we expect to recognize this expense over a weighted-average period of 0.9 years.
Employee Stock Purchase Plan
In August 2021, our board of directors adopted and our stockholders approved our 2021 Employee Stock Purchase Plan (the “ESPP”). We reserved a total of 2,500,000 shares of our common stock available for sale under our ESPP, and 1,636,689 shares remained available for future issuance as of December 31, 2025.
Our ESPP permits eligible participants to purchase common stock through payroll deductions of up to 20% of their eligible compensation during the offering period. The ESPP will typically be implemented through consecutive six-month offering periods. Amounts deducted and accumulated from participant compensation, or otherwise funded in any participating non-U.S. jurisdiction in which payroll deductions are not permitted, are used to purchase shares of our common stock at the end of each offering period. The purchase price of the shares will be 85% of the lesser of the fair market value of our common stock on the first day of the offering period and the fair market value on the last day of the offering period. No participant may purchase more than $25,000 worth of common stock per calendar year.
Stock-based compensation expense related to our ESPP plan was $0.8 million, $0.7 million, and $0.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.