nabl-20260413

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ý Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨			Preliminary Proxy Statement


¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


ý			Definitive Proxy Statement


¨			Definitive Additional Materials


¨			Soliciting Material under §240.14a-12

N-ABLE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


ý			No fee required.

¨			Fee paid previously with preliminary materials.

¨			Fee computed on table in exhibit required by Item 25(b) Per Exchange Act Rules 14a-6(i)(1) and 0-11.

N-able, Inc.

30 Corporate Drive, Suite 400

Burlington, Massachusetts 01803

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 28, 2026

To the Stockholders of N-able, Inc.:

The annual meeting of stockholders for N-able, Inc. will be held on Thursday, May 28, 2026 at 9:00 a.m. Eastern Time. The annual meeting of stockholders will be a completely “virtual” meeting. You will be able to attend the meeting, as well as vote and submit your questions during the live webcast of the meeting, by visiting www.virtualshareholdermeeting.com/NABL2026 and entering the control number included on your proxy card or in the instructions that accompany your proxy materials.

The purposes of the meeting are:


1.			To elect three Class II directors named in the accompanying proxy statement (Proposal One);
2.			To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal Two);
3.			To vote on a non-binding advisory basis to approve the compensation of our named executive officers (Proposal Three); and

4.			To transact such other business as may properly come before the annual meeting.

Our board of directors has fixed the close of business on April 1, 2026 as the record date for determining holders of our common stock entitled to notice of, and to vote at, the annual meeting or any adjournments or postponements thereof. This notice of annual meeting of stockholders and accompanying proxy statement are being distributed or made available to stockholders beginning on or about April 14, 2026.

YOUR VOTE IS IMPORTANT!

Whether or not you expect to attend the meeting, please promptly vote your shares either over the Internet, by telephone, or by mail so that your shares may be represented at the meeting.


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 28, 2026 AT 9:00 A.M. EASTERN TIME IN A LIVE WEBCAST AT www.virtualshareholdermeeting.com/NABL2026: THIS PROXY STATEMENT AND THE 2025 ANNUAL REPORT ARE AVAILABLE AT www.proxyvote.com.

By order of the Board of Directors,

John Pagliuca

President, Chief Executive Officer and Director

Burlington, Massachusetts

Date: April 14, 2026

N-able, Inc.

Proxy Statement

For the Annual Meeting of Stockholders

To Be Held on May 28, 2026

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			Page
QUESTIONS AND ANSWERS			1
PROPOSAL ONE: ELECTION OF DIRECTORS			7
Nominees for Election as Class II Directors at the Annual Meeting			7
Continuing Directors Not Standing for Election			7
Required Vote and Recommendation of the Board for Proposal One			9
CORPORATE GOVERNANCE			10
Board of Directors			10
Board Leadership			10
Risk Oversight			11
Committees of Our Board of Directors			11
Director Independence			13
Communications to the Board of Directors			13
Director Nomination Procedures			13
Board and Annual Meetings Attendance			14
Compensation Committee Interlocks and Insider Participation			14
Code of Business Ethics and Conduct			14
DIRECTOR COMPENSATION			15
202 5 Director Compensation Table			15
Narrative Disclosure to Director Compensation Table			15
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			17
Audit and Non-Audit Fees			17
Pre-Approval of Audit and Non-Audit Services			17
Required Vote and Recommendation of the Board for Proposal Two			18
REPORT OF THE AUDIT COMMITTEE			19
PROPOSAL THREE: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			20
Required Vote and Recommendation of the Board for Proposal Three			20


EXECUTIVE OFFICERS			21
EXECUTIVE COMPENSATION			22
Compensation Discussion and Analysis			22
Executive Summary			22
Overview of Executive Compensation Program			23
Compensation Decision Making Process			26
202 5 Executive Compensation Program in Detail			27
Other Compensation Policies, Practices and Guidelines			33
Employment Agreements			34
Compensation Policies and Practices and Our Risk Management			35
Tax and Accounting Considerations			35
REPORT OF COMPENSATION COMMITTEE			36
EXECUTIVE COMPENSATION TABLES			37
Summary Compensation Table			37
202 5 Grants of Plan-Based Awards Table			38
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table			39
202 5 Outstanding Equity Awards at Fiscal Year End Table			40
202 5 Option Exercises and Stock Vested Table			41
Potential Payments on Termination or Change in Control			41
CEO Pay Ratio			44
Pay versus Performance			44
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			49
The Sponsors as Our Controlling Stockholders			49


Stockholders’ Agreement			49
Registration Rights Agreement			50
Policies and Procedures for Related Party Transactions			51
Limitations of Liability; Indemnification of Directors and Officers			50
Indemnity Agreements			51
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			52
EQUITY COMPENSATION PLAN INFORMATION			53
OTHER MATTERS			54

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

We have made statements in this proxy statement that are forward-looking and therefore subject to risks and uncertainties, including statements regarding our executive and director compensation programs, strategies and expectations. Words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “forecast,” “project” or “plan” and similar terms are generally intended to identify forward-looking statements. Actual results may differ materially from those referred to in the forward-looking statements due to a number of important factors, including those described in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, a copy of which we are providing (or making available) to our stockholders concurrently with this proxy statement, and in our subsequent Quarterly Reports on Form 10-Q. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement. We undertake no obligation to revise or update any forward-looking statement, whether because of new information, future events or otherwise.

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N-able, Inc.

30 Corporate Drive

Suite 400

Burlington, Massachusetts 01803

(781) 328-6490

PROXY STATEMENT

FOR THE

2026 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement is furnished in connection with the solicitation of proxies to be voted at our annual meeting of stockholders, which will be held virtually at www.virtualshareholdermeeting.com/NABL2026 on Thursday, May 28, 2026 at 9:00 a.m. Eastern Time, which we refer to as the Annual Meeting. On or about April 14, 2026, we began mailing to stockholders of record a Notice of Internet Availability of Proxy Materials, or Notice, or a full set of the proxy materials for our Annual Meeting, including this proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, or the 2025 Annual Report, and an accompanying proxy card.

In this proxy statement, “Company,” “we,” “us” and “our” refer to N-able, Inc. and its consolidated subsidiaries. The term “Silver Lake Funds” refers to Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., and SLP Aurora Co-Invest, L.P. The term “Thoma Bravo Funds” refers to Thoma Bravo Fund XI, L.P., Thoma Bravo Fund XI-A, L.P., Thoma Bravo Fund XII, L.P., Thoma Bravo Fund XII-A, L.P., Thoma Bravo Executive Fund XI, L.P., Thoma Bravo Executive Fund XII, L.P., Thoma Bravo Executive Fund XII-A, L.P., Thoma Bravo Special Opportunities Fund II, L.P. and Thoma Bravo Special Opportunities Fund II-A, L.P., and the term “Thoma Bravo” refers to Thoma Bravo UGP, LLC, the ultimate general partner of the Thoma Bravo Funds, and, unless the context otherwise requires, its affiliated entities, including Thoma Bravo, L.P., the management company of the Thoma Bravo Funds. The term “Sponsors” refers collectively to Silver Lake and Thoma Bravo, together with the Silver Lake Funds and the Thoma Bravo Funds and their respective affiliates.

Why am I receiving these materials?

You have received these proxy materials because our board of directors, or Board, is soliciting your proxy to vote your shares at the Annual Meeting. You are invited to attend the Annual Meeting (which will take place through a live webcast, by visiting www.virtualshareholdermeeting.com/NABL2026) to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting through the webcast to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to vote by proxy over the telephone or through the Internet prior to the Annual Meeting.

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a printed set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission, or SEC, we are permitted to furnish our proxy materials to our stockholders over the Internet by delivering the Notice in the mail to notify our stockholders that such materials are available. As a result, most of our stockholders have not been provided a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review the proxy statement and the 2025 Annual Report over the Internet at www.proxyvote.com. The Notice also instructs you on how you may submit your proxy over the Internet. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting these materials contained in the Notice.

How can I attend the Annual Meeting?

The meeting will be held virtually on Thursday, May 28, 2026 at 9:00 a.m. Eastern Time, through a live webcast on the website www.virtualshareholdermeeting.com/NABL2026. You will need to enter the control number included on your proxy card or in the instructions that accompany your proxy materials to enter the virtual meeting.

Why are we holding the Annual Meeting virtually?

We believe that hosting a virtual meeting is in the best interests of the Company and its stockholders, as it enables increased stockholder attendance and participation because stockholders can participate from any location around the world while providing stockholders the same rights and opportunities to participate as they would have at an in-person meeting. It also reduces our costs and, in a small way, the carbon footprint of our activities.

Who is entitled to vote?

Holders of our common stock at the close of business on April 1, 2026 are entitled to vote. We refer to April 1, 2026 in this proxy statement as the “record date.”

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To how many votes is each share of common stock entitled?

Holders of common stock are entitled to one vote per share. On the record date, there were 188,378,290 shares of our common stock outstanding and entitled to vote.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with the Company’s transfer agent, Equiniti Trust Company, LLC, you are considered, with respect to those shares, to be a “stockholder of record.” The Notice or a printed copy of our proxy materials has been or will be sent directly to you.

If your shares are held in a brokerage account or by a bank or other holder of record, then your shares are held in “street name” and you are considered the “beneficial owner” of those shares. In this case, the Notice or a printed copy of our proxy materials has been or will be sent to you by your bank, broker or other holder of record. As a beneficial owner, you will receive instructions from your bank or broker that you must follow in order for your shares to be voted. Many of these institutions offer telephone and Internet voting. If your voting instruction form or Notice indicates that you may vote your shares through www.proxyvote.com, you will need the control number indicated on that form or Notice. If you did not receive a control number, please contact your bank, broker or other holder of record before the Annual Meeting and obtain a legal proxy to be able to participate in or vote at the Annual Meeting.

How do I vote?

If you are a stockholder of record, you may vote at the Annual Meeting, vote by proxy using the enclosed proxy card and return envelope, or vote by proxy over the telephone or through the Internet. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting via webcast, even if you have already voted by proxy.

•By Internet. To vote by proxy through the Internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the control number included on your proxy card, voting instruction form or the Notice. To be counted, we must receive your vote by 11:59 p.m. Eastern Time on May 27, 2026, the day prior to the Annual Meeting.

•By telephone. To vote by proxy over the telephone, dial toll-free, 1-800-690-6903, using a touch-tone phone and follow the recorded instructions. You will be asked to provide the control number included on your proxy card, voting instruction form or the Notice. To be counted, we must receive your vote by 11:59 p.m. Eastern Time on May 27, 2026, the day prior to the Annual Meeting.

•By mail. If you received a paper copy of the proxy materials, you can vote using the enclosed proxy card, by completing, signing, dating, and returning it promptly in the envelope provided. To be counted, we must receive your signed proxy card by 11:59 p.m. Eastern Time on May 27, 2026, the day prior to the Annual Meeting.

•At the Annual Meeting. To vote virtually during the live webcast of the Annual Meeting, please follow the instructions for attending and voting at the meeting posted at www.virtualshareholdermeeting.com/NABL2026. You will need the control number included on your proxy card, voting instruction form or the Notice. All votes must be received by the inspectors of election appointed for the meeting before the polls close at the Annual Meeting.

If you hold shares in street name through a bank, broker or other holder of record, please refer to the Notice or other information forwarded by your bank, broker or other holder of record to see which voting options are available to you. To vote virtually during the live webcast of the Annual Meeting, you must obtain a valid proxy from your bank, broker or other holder of record. Follow the instructions from your bank, broker or other holder of record, included with these proxy materials, or contact your bank, broker or other holder of record to request a proxy form.

Can I ask questions at the Annual Meeting?

Yes. You will be afforded the opportunity to participate in the Annual Meeting by asking questions via the Internet at www.virtualshareholdermeeting.com/NABL2026. During the formal portion of the meeting, all questions presented should relate directly to the proposal under discussion. Questions from multiple stockholders on the same topic or that are otherwise related to a particular topic may be grouped, summarized and answered together. If questions submitted are irrelevant to the business of the Annual Meeting or are out of order or not otherwise suitable for the conduct of the Annual Meeting, as determined by the Chair or Secretary in their reasonable judgment, we may choose to not address them. If there are any matters of individual concern to a stockholder and not of general concern to all stockholders, or if a question posed was not otherwise answered, such matters may be raised separately after the Annual Meeting.

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What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page.

What if I change my mind after I return my proxy?

You may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. If you are a stockholder of record, you may do this by:

•submitting a subsequent proxy by using the Internet, by telephone or by mail with a later date;

•sending a timely written notice of revocation to Corporate Secretary, N-able, Inc., 30 Corporate Drive, Suite 400, Burlington, Massachusetts 01803; or

•attending the Annual Meeting and voting virtually during the live webcast.

If you hold shares in street name, you may do this by:

•submitting new voting instructions in the manner provided by your bank, broker or other holder of record; or

•attending the Annual Meeting and voting virtually during the live webcast, which may require you to obtain a “legal proxy” from your bank, broker or other holder of record if you do not receive a control number from the record holder.

Please note that simply attending the meeting will not, by itself, revoke your proxy.

What constitutes a quorum?

The presence, in person or by proxy, of the holders of a majority of the votes entitled to be cast at the Annual Meeting will constitute a quorum. On the record date, there were 188,378,290 shares of our common stock outstanding and entitled to vote. This means that a quorum will be present if 94,189,146 shares of our common stock are present in person or represented by executed proxies timely received by us at the Annual Meeting. Shares present virtually during the Annual Meeting will be considered shares of common stock represented in person at the meeting. If a quorum is present, we can hold the Annual Meeting and conduct business. If a quorum is not present, we may adjourn the meeting to solicit additional proxies.

On what items am I voting?

You are being asked to vote on three items:

•the election of three Class II directors nominated by the Board and named in the proxy statement to serve a term of three years until our 2029 annual meeting of stockholders (Proposal One);

•the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal Two); and

•the approval, on a non-binding advisory basis, of the compensation of our named executive officers (Proposal Three).

No cumulative voting rights are authorized, and dissenters’ rights are not applicable to these matters.

How may I vote for the nominees for director, and how many votes must the nominees receive to be elected?

With respect to the election of each of the nominees for director, you may:

•vote FOR the election of the director nominee; or

•vote WITHHOLD with respect to the election of the director nominee.

The three nominees for director receiving the most FOR votes from the holders of shares present at the meeting or represented by proxy and entitled to vote on the election of directors will be elected. Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees.

What happens if a nominee is unable or unwilling to stand for election?

If a nominee is unable or unwilling to stand for election, the Board may either:

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•reduce the number of directors that constitute the Board; or

•designate a substitute nominee.

If the Board designates a substitute nominee, shares represented by proxies voted for the nominee who is unable to stand for election or unwilling for good cause will be voted for the substitute nominee.

How may I vote for the ratification of the appointment of our independent registered public accounting firm, and how many votes must the proposal receive to pass?

With respect to the proposal to ratify the appointment of our independent registered public accounting firm, you may:

•vote FOR the proposal;

•vote AGAINST the proposal; or

•ABSTAIN from voting on the proposal.

The ratification of the appointment of our independent registered public accounting firm must receive the affirmative vote of a majority of the shares of our common stock represented in person or by proxy at the Annual Meeting and entitled to vote on the proposal. If you abstain from voting on the proposal, it will have the same effect as a vote against the proposal. Because the approval of this proposal is a routine matter on which a broker is generally empowered to vote, if you do not submit voting instructions, your broker may exercise its discretion to vote your shares on this proposal.

How may I vote on the proposal to approve, on a non-binding advisory basis, the compensation of our named executive officers, and how many votes must the proposal receive to pass?

With respect to the proposal to approve, on a non-binding advisory basis, the compensation of our named executive officers, you may:

•vote FOR the proposal;

•vote AGAINST the proposal; or

•ABSTAIN from voting on the proposal.

The approval of the compensation of our named executive officers must receive the affirmative vote of a majority of the shares of our common stock represented in person or by proxy at the Annual Meeting and entitled to vote on the proposal. Because this vote is advisory, it will not be binding upon the Board, the compensation committee or the Company. However, the compensation committee will strongly consider the outcome of the vote when determining future executive compensation arrangements. If you abstain from voting on the proposal, it will have the same effect as a vote against the proposal. Broker non-votes (which are described below) are not votes cast and will not be counted in determining the outcome of this proposal.

How does the Board recommend that I vote?

The Board recommends a vote:

•FOR each of the director nominees;

•FOR the ratification of the appointment of our independent registered public accounting firm; and

•FOR the approval, on a non-binding advisory basis, of the compensation of our named executive officers.

What happens if I do not give specific voting instructions?

If you either:

•indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board; or

•sign and return a proxy card without giving specific voting instructions,

then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting. See the section entitled “Other Matters” below.

If I hold my shares in a brokerage account, what happens if I do not provide voting instructions to my broker?

If your shares are held in street name through a broker and you do not provide voting instructions to your broker, your broker will have discretion to vote your shares only on “routine matters,” such as the ratification of the appointment of our

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independent registered public accounting firm described in Proposal Two. Proposals One and Three in this proxy statement are each considered a “non-routine matter.” If the broker that holds your shares does not receive instructions from you on how to vote your shares, your broker will not have the authority to vote your shares on Proposal One or Proposal Three. Therefore, if you do not submit voting instructions, your broker may exercise its discretion to vote your shares on Proposal Two and your shares will constitute “broker non-votes” with respect to Proposals One and Three. Broker non-votes will have no effect on the election of directors or on the approval of the compensation of our named executive officers.

We encourage you to provide instructions to your brokerage firm through one of the voting methods they have provided. This action ensures your shares will be voted at the meeting in accordance with your wishes.

How are broker non-votes and abstentions treated?

Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. With respect to the various proposals:

•Proposal One: Broker non-votes will not count as a vote “FOR” or “WITHHOLD” with respect to a nominee’s election and will have no impact on the outcome of the election of directors.

•Proposal Two: Abstentions will be counted towards the vote total and will have the same effect as votes against this proposal. Because the approval of Proposal Two is a routine matter on which a broker is generally empowered to vote, if you do not submit voting instructions, your broker may exercise its discretion to vote your shares on this proposal.

•Proposal Three: Abstentions will be counted towards the vote total and will have the same effect as votes against this proposal. Broker non-votes will not be counted and will have no impact on the outcome of Proposal Three.

In order to minimize the number of broker non-votes, the Company encourages you to vote or to provide voting instructions to the broker that holds your shares by carefully following the instructions provided by your broker.

I share an address with another stockholder and we received only one paper copy of the proxy materials. How may I obtain a separate copy of the proxy materials?

We have adopted a procedure, approved by the SEC, called “householding.” Under this procedure, if you have elected to receive a full set of the proxy materials by mail, we will deliver a single copy of this proxy statement and the 2025 Annual Report to stockholders of record who have the same address unless we are notified that one or more of these stockholders wishes to receive individual copies. This procedure reduces our printing costs and postage fees.

If you participate in householding, upon oral or written request, we will deliver promptly a separate copy of the proxy materials to a stockholder at a shared address to which a single copy of proxy materials was delivered. If you wish to receive a separate copy of this proxy statement and the 2025 Annual Report, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact the Householding Department of Broadridge Financial Solutions, Inc. at 51 Mercedes Way, Edgewood, New York 11717; or by telephone at 1-866-540-7095. If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of this proxy statement and the 2025 Annual Report, or if you hold our common stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact Broadridge Financial Solutions, Inc. as indicated above.

If your shares are held in street name through a broker, bank or other nominee, please contact your broker, bank or nominee directly if you have questions, require additional copies of the Notice, this proxy statement or the 2025 Annual Report or wish to receive a single copy of such materials in the future for all beneficial owners of shares of our common stock sharing an address.

How can I submit a proposal for the 2027 annual meeting?

Requirements for Stockholder Proposals to be Considered for Inclusion in the Company’s Proxy Materials. Stockholders interested in submitting a proposal for inclusion in the proxy materials distributed by us for the 2027 annual meeting of stockholders may do so by following the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934, or the Exchange Act. To be eligible for inclusion, stockholder proposals must be submitted in accordance with Rule 14a-8 and received by us not later than December 15, 2026. Stockholder proposals received after the close of business on December 15, 2026 would be untimely. Stockholder proposals must be in writing and received by the deadline described above at our principal executive offices at N-able, Inc., 30 Corporate Drive, Suite 400, Burlington, Massachusetts 01803, Attention: Corporate Secretary. If we do not receive a stockholder proposal by the deadline described above, the proposal may be excluded from our proxy statement for our 2027 annual meeting.

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Requirements for Stockholder Proposals or Director Nominations to Be Brought Before the 2027 Annual Meeting of Stockholders. Notice of any proposal or director nomination that you intend to present at the 2027 annual meeting of stockholders, but do not intend to have included in the proxy statement and form of proxy relating to the 2027 annual meeting of stockholders, must be delivered to our Corporate Secretary by mail at N-able, Inc., 30 Corporate Drive, Suite 400, Burlington, Massachusetts 01803, Attention: Corporate Secretary not less than 90 days (February 27, 2027) nor more than 120 days (January 28, 2027) in advance of the anniversary of our 2026 annual meeting. In addition, to be properly brought before the annual meeting your notice must set forth the information required by the Company’s bylaws with respect to each director nomination or other proposal that you intend to present at the 2027 annual meeting of stockholders. Our bylaws are available on the “Governance” portion of our website at investors.n-able.com or may be obtained by writing to our Corporate Secretary. In addition to satisfying advance notice requirements under our bylaws, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than those nominees nominated by the Company must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 29, 2027, which is 60 days prior to the anniversary date of the 2026 annual meeting of stockholders. Unless we receive notice in the manner specified above, the proxy holders shall have discretionary authority to vote for or against any such proposal presented at our 2027 annual meeting of stockholders. Such requests and all notices of proposals and director nominations by stockholders should be sent to N-able, Inc., 30 Corporate Drive, Suite 400, Burlington, Massachusetts 01803, Attention: Corporate Secretary.

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PROPOSAL ONE: ELECTION OF DIRECTORS

Our Board is currently comprised of eight directors and is divided into three classes with staggered three-year terms. The Board currently has two directors in Class I, three directors in Class II and three directors in Class III. The term of office of our Class II directors, Mike Bingle, Darryl Lewis and Cam McMartin, will expire at this year's annual meeting of stockholders. Each of our current Class II directors is standing for election. The term of office of our Class III directors, Ann Johnson, Patrick Pulvermueller and Michael Widmann, will expire at the 2027 annual meeting. The term of office of our Class I directors, William Bock and John Pagliuca, will expire at the 2028 annual meeting. There are no family relationships between any of our directors or executive officers.

Nominees for Election as Class II Directors at the Annual Meeting

Listed below are this year’s nominees for election to the Board as Class II directors. Each of the director nominees has consented to be named in this proxy statement and to serve if elected. If elected, each nominee will serve for a term of three years expiring at the 2029 annual meeting of stockholders or until a successor has been duly elected and qualified or until the nominee’s earlier death, resignation or removal. The age of each director is as of the date of this proxy statement.

Name

Age

Positions and Offices Held with Company

Director Since

Michael Bingle

Director

July 2021

Darryl Lewis

Director

July 2021

James Cameron McMartin

Director

July 2021

Mike Bingle. Mike Bingle has served as a member of our board of directors since July 16, 2021. Mr. Bingle is currently Vice Chairman of Silver Lake, which he joined in 2000. Prior to joining Silver Lake, Mr. Bingle was a principal at Apollo Management, L.P. Prior to Apollo, he worked in the Investment Banking Division of Goldman, Sachs & Co. Mr. Bingle serves on the boards of directors of Achievers Holdings, Inc. and Blackhawk Network Holdings, Inc. He also serves on the Board of Trustees of Duke University and as a member of the Council on Foreign Relations. Previously, Mr. Bingle was a director of Ameritrade Holding Corp. (NYSE: AMTD), Ancestry.com LLC, Credit Karma, Inc., Datek Online Holdings, Inc., Fanatics Holdings, Inc., Gartner, Inc. (NYSE: IT), Gerson Lehrman Group, Inc., Interactive Data Corporation, IPC Systems, Inc., Instinet, Inc., Mercury Payment Systems, SoFi Technologies, Inc. (NASDAQ: SOFI), SolarWinds (NYSE: SWI) and Virtu Financial, Inc. (NASDAQ: VIRT). Mr. Bingle received a B.S.E. in Biomedical Engineering from Duke University. Our Board believes that Mr. Bingle’s board and industry experience and overall knowledge of our business qualify him to serve as a director.

Darryl Lewis. Darryl Lewis has served as a member of our board of directors since July 16, 2021. Mr. Lewis is currently an Operating Partner at Banneker Partners, where he has served in that capacity since March 2019. Mr. Lewis previously served as the Chief Technology Officer for STATS, a Vista Equity Partners portfolio company, from June 2015 to June 2017. Prior to STATS, he was the Managing Director of Product & Technology for Vista Equity Partners from June 2013 to June 2015, where he led technology due diligence and portfolio-wide value creation, collaborating closely with management teams across Vista’s entire portfolio. Earlier in his career, Mr. Lewis held a number of management positions at Microsoft Corporation across multiple products and divisions. Mr. Lewis holds a B.S. in Computer Science from the University of Wisconsin. Our Board believes that Mr. Lewis’s industry experience and overall knowledge of our business qualify him to serve as a director.

James Cameron McMartin. James Cameron McMartin has served as a member of our board of directors since July 16, 2021. From December 2019 through June 2021 he served as a board member and a company and fund advisor of Thoma Bravo Advantage. Mr. McMartin served as the Chief Operating Officer of SailPoint Technologies Holdings, Inc. (NYSE: SAIL) from May 2019 to December 2019, as the Chief Financial Officer from 2011 to May 2019 and as the Interim Chief Financial Officer from August 2021 through March 2022. Mr. McMartin formerly served as Managing Director and Chief Financial Officer for CenterPoint Ventures, a $425 million venture capital group. Before CenterPoint Ventures, Mr. McMartin held senior financial and operating positions with a number of corporations, including Senior VP, Operations at Dazel, Member, Office of the Chief Executive and Chief Financial Officer of DataCard, and Chief Financial Officer at Convex Computer (NYSE: CNX). Mr. McMartin holds a B.A. in Business Administration from Trinity University and an M.B.A. from the University of Michigan. Our Board believes that Mr. McMartin’s extensive industry experience, along with his financial and cybersecurity expertise, qualify him to serve as a director.

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Continuing Directors Not Standing for Election

Certain information about those directors whose terms do not expire at the 2026 annual meeting is furnished below. The ages of each director are as of the date of this proxy statement.

Name

Age

Positions and Offices Held with Company

Director Since

William G. Bock

Chairman of the Board

July 16, 2021

Ann S. Johnson

Director

November 2021

John Pagliuca

President, Chief Executive Officer and Director

April 2021

Patrick Pulvermueller

Director

December 2025

Michael Widmann

Director

July 2021

Class I Directors (Terms Expire in 2028)

William G. Bock. William Bock has served as Chairman of the board of directors of N-able since July 16, 2021. Mr. Bock has served as a board director and advisor for a number of technology companies since his retirement from Silicon Laboratories Inc., or Silicon Labs, in 2016. Mr. Bock previously served as President of Silicon Labs from 2013 to 2016 and as Chief Financial Officer and Senior Vice President of Silicon Labs from 2006 to 2011. From 2001 to 2006, Mr. Bock participated in the venture capital industry, principally as a partner with CenterPoint Ventures. Before his venture career, Mr. Bock held senior executive positions with three venture-backed companies, Dazel Corporation, Tivoli Systems and Convex Computer Corporation. Mr. Bock began his career with Texas Instruments. Mr. Bock currently serves on the board of directors of Silicon Labs (NASDAQ: SLAB) and is Board Chairman of SailPoint Technologies (NASDAQ: SAIL). He previously served on the board of directors of Convio (NASDAQ: CNVO), Entropic Communications (NASDAQ: ENTR), Borderfree, Inc. (NASDAQ: BRDR) and SolarWinds (NYSE: SWI). Mr. Bock holds a B.S. in computer science from Iowa State University and an M.S. in industrial administration from Carnegie Mellon University. Our Board believes that Mr. Bock’s extensive board and industry experience and overall knowledge of our business qualify him to serve as a director.

John Pagliuca. John Pagliuca has served as our Chief Executive Officer and as a director since April 12, 2021. Mr. Pagliuca brings over 20 years of leadership experience to his role, with a significant focus in the software and SaaS industry. Mr. Pagliuca previously served as the Executive Vice President and Division President, N‑able (formerly SolarWinds MSP) since January 2020. Prior to that, Mr. Pagliuca served as Executive Vice President & General Manager, N-able from January 2019 to January 2020 and Senior Vice President, General Manager, N-able from November 2016 to January 2019. Mr. Pagliuca joined N-able with the acquisition of LogicNow in May 2016, where he served as Chief Financial Officer from July 2015 to November 2016 and Vice President of Finance and Operations from February 2013 to July 2015. Prior to joining LogicNow, he served as the Vice President of Finance and Operations at Airvana. Mr. Pagliuca currently serves on the board of 8x8, Inc. (NASDAQ: EGHT). He holds a B.S. in Accounting from Babson College. Our Board believes that Mr. Pagliuca’s financial and business expertise, his extensive experience working with software and other SaaS companies and his daily insight into corporate matters as our principal executive officer make him well-qualified to serve as a director.

Class III Directors (Terms Expire in 2027)

Ann S. Johnson. Ann S. Johnson has served as a member of our board of directors since November 3, 2021. Ms. Johnson has been Corporate Vice President of SCI Business Development at Microsoft (NASDAQ: MSFT) since 2018, prior to which she served as VP – Enterprise Cybersecurity from 2017 to 2018 and GM – Enterprise Cybersecurity Group from 2015 to 2017. Ms. Johnson oversees the investment and strategic partner strategy roadmap for security, compliance, and identity for one of the largest tech companies on our planet to help organizations become operationally resilient on their digital transformation journey and unlock capabilities of Microsoft’s intelligent cloud and next generation AI. Ms. Johnson is a member of the board of advisors for FS-ISAC (The Financial Services Information Sharing and Analysis Center), an advisory board member for EWF (Executive Women’s Forum on Information Security, Risk Management & Privacy), and an advisory board member for HYPR Corp. Ms. Johnson recently joined the board of advisors for Cybersecurity Ventures. Our Board believes that Ms. Johnson’s industry experience and cybersecurity expertise qualify her to serve as a director.

Michael Widmann. Michael Widmann has served as a member of our board of directors since July 16, 2021. Mr. Widmann is currently a Managing Director of Silver Lake, which he joined in 2011. Previously, he worked in the Technology Investment Banking Group at Credit Suisse. He currently serves on the board of directors of A Place for Mom, Inc., TEG Pty Ltd and Zuora, Inc. He previously served on the board of directors of SolarWinds (NYSE: SWI) prior to its acquisition by Turn/River Capital in April 2025. Mr. Widmann received a B.A. in Economics from Claremont McKenna College. Our Board believes that Mr. Widmann’s industry experience and overall knowledge of our business qualify him to serve as a director.

Patrick Pulvermueller. Patrick Pulvermueller has served as a member of our board of directors since December 12,

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2025. Mr. Pulvermueller is the founder and managing director of Redsalt GmbH and affiliated companies. Mr. Pulvermueller served as the chief executive officer of Acronis, a global cyber protection company, from July 2021 through October 2023 and in various executive roles at GoDaddy from April 2017 through July 2021. Mr. Pulvermueller holds an MBA from the Open

University. Our Board believes that Mr. Pulvermueller's financial, operations and cybersecurity experience qualify him to serve as a director.

Required Vote and Recommendation of the Board for Proposal One

You may vote “FOR,” or “WITHHOLD” on this proposal. The election of directors requires a plurality of the votes cast by the holders of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Broker non-votes are not votes cast and will not be counted in determining the outcome of the election of directors.

Our nominating and corporate governance committee has recommended, and our Board has approved, Mike Bingle, Darryl Lewis and Cam McMartin as nominees for election as Class II directors at the Annual Meeting. If elected, Messrs. Bingle, Lewis and McMartin will serve as Class II directors until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified.


Our Board recommends that you vote FOR the election of Mr. Bingle, Mr. Lewis and Mr. McMartin

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CORPORATE GOVERNANCE

Board of Directors

Our business and affairs are managed under the direction of our Board. Currently, our Board consists of eight persons, seven of whom qualify as “independent” under the listing standards of The New York Stock Exchange, or NYSE. Of our seven directors, one identifies as a woman, one identifies as African American or Black and one identifies as LGBTQ+. The number of directors is fixed by our Board, subject to the terms of our third amended and restated certificate of incorporation, or charter, and amended and restated bylaws, or bylaws.

Pursuant to the terms of the stockholders’ agreement dated July 19, 2021, as amended, or stockholders’ agreement, described more fully under “Certain Relationships and Related Party Transactions—The Sponsors as our Controlling Shareholders,” the Sponsors are entitled to nominate members of our board of directors as follows:

•so long as the Silver Lake Funds own, in the aggregate, (i) at least 20% of the aggregate number of outstanding shares of our common stock, affiliates of Silver Lake will be entitled to nominate three directors, (ii) less than 20% but at least 10% of the aggregate number of outstanding shares of our common stock, affiliates of Silver Lake will be entitled to nominate two directors, and (iii) less than 10% but at least 5% of the aggregate number of outstanding shares of our common stock, affiliates of Silver Lake will be entitled to nominate one director; and

•so long as the Thoma Bravo Funds and their co-investors own, in the aggregate, (i) at least 20% of the aggregate number of outstanding shares of our common stock, affiliates of Thoma Bravo will be entitled to nominate three directors, (ii) less than 20% but at least 10% of the aggregate number of outstanding shares of our common stock, affiliates of Thoma Bravo will be entitled to nominate two directors, and (iii) less than 10% but at least 5% of the aggregate number of outstanding shares of our common stock, affiliates of Thoma Bravo will be entitled to nominate one director.

Notwithstanding the foregoing, the Silver Lake Funds and the Thoma Bravo Funds will each be entitled to nominate three directors only if the total number of directors (inclusive of the number of directors nominated by the Silver Lake Funds and the Thoma Bravo Funds) exceeds seven directors.

The Sponsors have agreed to vote their shares in favor of any directors nominated as set forth above. Currently, the nominees of the Silver Lake Funds serving on our Board are Messrs. Bingle and Widmann. Thoma Bravo does not currently have any nominees serving as directors, although they retain their right to nominate directors as described above.

Board Leadership

Our corporate governance guidelines do not require the separation of our Chairman of the Board and Chief Executive Officer positions. However, since our formation, the Board has had a non-executive Chairman, currently Mr. Bock. By separating these roles, the Board believed that Mr. Pagliuca is able to focus on executing the Company’s strategy as our President and Chief Executive Officer, and Mr. Bock is able to devote his attention to matters of Board oversight and governance. Mr. Bock brings considerable skills and experience to the role of Chairman. In this capacity, he has significant responsibilities, including calling and presiding over Board meetings, including meetings of the independent directors in executive sessions, setting meeting agendas and determining materials to be distributed to the Board. Our non-executive Chairman also provides management with input regarding schedule and agenda items for Board and committee meetings and the information to be provided to the independent directors in performing their duties. Our corporate governance guidelines provide that executive sessions of independent directors will be chaired by the Chairman of the Board as long as he or she is an independent director, and as such, Mr. Bock, as non-executive Chairman, chairs these executive sessions. In addition, each of the committees of the Board is chaired by an independent director. We believe that having an independent Chairman currently provides the most effective leadership model for the Company and when combined with the role of our independent committee chairs, creates an environment that is conducive to objective evaluation and oversight of management’s performance.

A copy of our corporate governance guidelines is available on the “Governance” portion of our website at investors.n-able.com.

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Risk Oversight

Our management is responsible for day-to-day risk management. This includes identifying, evaluating and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance or reporting levels. Our Board is responsible for overseeing our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function primarily through our nominating and corporate governance committee. The Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

Our nominating and corporate governance committee is responsible for our general risk management strategy, monitoring and assessing the most significant risks facing us and overseeing the implementation of risk mitigation strategies by management. Our nominating and corporate governance committee also monitors and assesses the effectiveness of our corporate governance guidelines and our policies, plans and programs relating to cyber and regulatory risks associated with our business operations.

Our audit committee and compensation committee also are responsible for overseeing certain risks related to their responsibilities. Specifically, our audit committee receives reports from management, the internal audit team and the Company’s independent registered public accounting firm relating to financial risks. Our compensation committee monitors and evaluates whether any of our compensation policies and programs have the potential to encourage unnecessary risk-taking.

Our cybersecurity committee is responsible for overseeing our information technology systems and cybersecurity risks, including plans and programs relating to cyber and data security and legal and regulatory risks associated with our products and business operations.

Our Board believes that the processes it has established for overseeing risk would be effective under a variety of leadership frameworks. Therefore, how our board administers its risk oversight function does not materially affect its choice of leadership structure as described under “Board Leadership” above.

Committees of Our Board of Directors

Our Board has established an audit committee, a compensation committee, a nominating and corporate governance committee and a cybersecurity committee, and may have such other committees as our Board may establish from time to time. The composition and responsibilities of each of the committees of our Board is described below. Members serve on these committees until their resignation or until otherwise determined by our Board. The charters for our audit committee, compensation committee, nominating and corporate governance committee and cybersecurity committee are available on the “Governance” portion of our website at investors.n-able.com.

The following table provides information on the Board’s current committee memberships.

Name

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Cybersecurity Committee

Michael Bingle

Member

Chair

William G. Bock

Chair

Member

Ann S. Johnson

Member

Darryl Lewis

Member

Chair

James Cameron McMartin

Chair

Member

John Pagliuca

Michael Widmann

Member

Audit Committee

Our audit committee currently consists of Ms. Johnson and Messrs. Lewis and McMartin. Mr. McMartin serves as chair of our audit committee. Our Board has determined that each member of the audit committee satisfies the requirements for independence under the applicable rules and regulations of the SEC and listing standards of the NYSE, and each member of the audit committee satisfies the requirements for financial literacy under the applicable rules and regulations of the SEC and listing standards of the NYSE. The Board has also determined that Mr. McMartin qualifies as an “audit committee financial expert” as defined in the rules of the SEC and satisfies the financial expertise requirements under the listing standards of the NYSE.

Our audit committee is, among other things, responsible for:

•selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

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•helping to ensure the independence and performance of the independent registered public accounting firm;

•discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and that firm, our interim and year-end operating results;

•establishing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•considering the adequacy of our internal controls and internal audit function;

•reviewing our policies on risk assessment and risk management;

•reviewing material related-party transactions or those that require disclosure; and

•approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.

Compensation Committee

Our compensation committee consists of Messrs. Bingle, Bock and Widmann. Mr. Bock serves as the chair of our compensation committee. Although all of the members of our compensation committee are considered independent under NYSE listing standards, because we are a controlled company under the rules of the NYSE, we are not required to have a compensation committee composed entirely of independent directors.

Our compensation committee is, among other things, responsible for:

•reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers;

•reviewing and recommending to our board of directors the compensation of our directors;

•reviewing and recommending to our board of directors the terms of any compensatory agreements with our executive officers;

•administering our stock and equity incentive plans;

•reviewing and approving, or making recommendations to our board of directors with respect to, incentive compensation and equity plans; and

•reviewing our overall compensation philosophy.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Messrs. Bingle, Bock and McMartin. Mr. Bingle serves as the chair of our nominating and corporate governance committee. Although all of the members of our nominating and corporate governance committee are considered independent under NYSE listing standards, because we are a controlled company under the rules of the NYSE, we are not required to have a nominating and corporate governance committee composed entirely of independent directors.

Our nominating and corporate governance committee is, among other things, responsible for:

•identifying and recommending candidates for membership on our board of directors, in accordance with the terms and requirements of the stockholders’ agreement;

•reviewing and recommending our corporate governance guidelines and policies;

•reviewing proposed waivers of the code of business conduct and ethics for directors and executive officers; and

•overseeing the process of evaluating the performance of our board of directors; and assisting our board of directors on corporate governance matters.

Cybersecurity Committee

Our cybersecurity committee consists of Ms. Johnson and Messrs. Lewis and McMartin. Mr. Lewis serves as the chair of our cybersecurity committee.

Our cybersecurity committee is, among other things, responsible for providing oversight with respect to:

•the effectiveness of our cybersecurity programs and other information technology programs and our practices for identifying, assessing and mitigating cybersecurity risks across our products, services and business operations;

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•our controls, policies and guidelines to prevent, detect and respond to cyber-attacks or data breaches involving our products, services and business operations;

•our security strategy and technology planning processes;

•the safeguards used to protect the confidentiality, integrity, availability and resiliency of our products, services and business operations;

•our cyber crisis preparedness, security breach and incident response plans, communication plans and disaster recovery and business continuity capabilities;

•our compliance with applicable information security and data protection laws and industry standards, in relevant jurisdictions;

•our cybersecurity budget, investments, training and staffing levels to ensure they are sufficient to sustain and advance successful cybersecurity and industry compliance programs, including company-wide information and security training; and

•new or updated legal implications of security, data privacy and/or other regulatory or compliance risks to us or our products, services or business operations.

Director Independence

Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning their background, employment and affiliations, our Board has determined that each of Ms. Johnson and Messrs. Bingle, Bock, Lewis, McMartin, Pulvermueller and Widmann (comprising all of our directors other than Mr. Pagliuca) do not have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of our directors (other than Mr. Pagliuca) is “independent” as that term is defined under the listing standards of the NYSE. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence and eligibility to serve on the committees of our Board, including the transactions described in “Certain Relationships and Related Party Transactions.”

Communications to the Board of Directors

Stockholders and any other interested parties may communicate with the members of the Board, with individual directors, including our Chairman, or with any group of directors, including our independent directors, by sending a letter to our Corporate Secretary at 30 Corporate Drive, Suite 400, Burlington, Massachusetts, 01803 or general_counsel@n-able.com. The Corporate Secretary will maintain a log of such communications and will transmit as soon as practicable such communications to the Board or to the identified director(s), although communications that are abusive, in bad taste or that present safety or security concerns may be handled differently, as determined by the Corporate Secretary.

Director Nomination Procedures

The nominating and corporate governance committee has the responsibility for reviewing and recommending to the Board the Company’s candidates for director positions in accordance with the terms and requirements of the stockholders’ agreement. The nominating and corporate governance committee, in evaluating Board candidates, considers factors such as professional background and skills, personal character, values and discipline, ethical standards, diversity and other outside commitments, all in the context of an assessment of the needs of the Board at the time. The committee’s objective is to maintain a Board comprised of individuals of the highest personal character, integrity and ethical standards, and that reflects a range of professional backgrounds and skills relevant to our business. The nominating and corporate governance committee considers diversity in identifying nominees for director, including personal characteristics such as race and gender, as well as diversity in the experience and skills that contribute to the Board’s performance of its responsibilities in the oversight of a global technology business.

The nominating and corporate governance committee will consider director candidates recommended by stockholders in the same manner and using the same criteria as used for any other director candidate. The nominating and corporate governance committee also may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. To have a candidate considered by the nominating and corporate governance committee, a stockholder must submit a recommendation in writing to our Corporate Secretary at 30 Corporate Drive, Suite 400, Burlington, Massachusetts, 01803, and must include the following information:

•the name of the stockholder and evidence of the person’s ownership of our stock, including the number of shares owned and the length of time that the person has owned the shares;

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•the name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a director;

•the written consent of the proposed candidate to be named as a nominee and to serve as a director if elected; and

•any other information about the stockholder and the candidate that would be required if the stockholder provided notice to the Company of its intent to nominate the director candidate pursuant to Section 3.16 of our bylaws.

The nominating and corporate governance committee may require additional information as it deems reasonably required to determine the eligibility of the director candidate to serve as a member of the Board.

For a candidate to be considered by the nominating and corporate governance committee for nomination to the Board at an upcoming annual meeting, a stockholder recommendation must be received by our Corporate Secretary not later than 90 days nor earlier than 120 days prior to the anniversary date of the Company’s most recent annual meeting of stockholders.

The nominating and corporate governance committee annually reviews with the Board the requisite skills and characteristics of Board members, as well as the composition of the Board as a whole. This assessment includes a consideration of independence, diversity, age, skills, experience and industry backgrounds in the context of the needs of the Board and the Company, as well as the ability of current and prospective directors to devote sufficient time to performing their duties in an effective manner. Directors are expected to exemplify the highest standards of personal and professional integrity and to constructively challenge management through their active participation and questioning. In particular, the nominating and corporate governance committee seeks directors with established strong professional reputations and expertise in areas relevant to the strategy and operations of the Company’s businesses.

Our stockholders’ agreement provides the Sponsors with certain nomination rights. See “Corporate Governance—Certain Sponsor Rights” above for more information regarding these rights.

Board and Annual Meetings Attendance

During 2025, our Board held five meetings, our audit committee held four meetings, our compensation committee held four meetings, our nominating and corporate governance committee held three meetings and our cybersecurity committee held four meetings. During 2025, each current director, other than Mr. Pulvermueller, attended at least 75% of the aggregate of the total number of Board and committee meetings held during the period of such member’s service. Mr. Pulvermueller was unable to attend the only meeting held in 2025 shortly after his appointment on December 12, 2025.

Directors are encouraged, but not required, to attend our annual meetings of stockholders. All of our current directors attended our 2025 annual meeting of stockholders, other than Mr. Pulvermueller, who was not a director at the time of the 2025 meeting.

Compensation Committee Interlocks and Insider Participation

Messrs. Bingle, Bock and Widmann served as members of the compensation committee in 2025. None of the members of the compensation committee has at any time been one of our officers or employees. Except as set forth under “Certain Relationships and Related Party Transactions,” none of these members of the compensation committee has any relationships with us of the type that are required to be disclosed under Item 404 of Regulation S-K. None of our executive officers serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers who serve on our Board or compensation committee.

Code of Business Ethics and Conduct

Our Board has adopted a code of business conduct and ethics for all employees, including our President and Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The code of business ethics and conduct is available on the “Governance” portion of our website at investors.n-able.com. To the extent and in the manner required by applicable rules of the SEC and NYSE, we intend to disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website or in filings under the Exchange Act.

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DIRECTOR COMPENSATION

2025 Director Compensation Table

The following table provides information regarding the compensation paid to our non-employee directors for the fiscal year ended December 31, 2025.


Name	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2) ($)	Total ($)
Michael Bingle	49,000	179,993	228,993
William G. Bock	101,000	179,993	280,993
Ann S. Johnson	49,000	179,993	228,993
Darryl Lewis	53,000	179,993	232,993
James Cameron McMartin	63,000	179,993	242,993
Patrick Pulvermueller	1,902	359,997	361,899
Michael Widmann	41,000	179,993	220,993

_______________________________________________________

(1)The amounts in this column represent the amounts paid in cash to our non-employee directors for board and committee service during the fiscal year ended December 31, 2025 under our non-employee director compensation policy, which is further described below under the caption “Narrative Disclosure to Director Compensation Table.” Mr. Pulvermueller was appointed to our Board on December 12, 2025.

(2)The amounts reported in this column reflect the aggregate grant date fair value of restricted stock units, or RSUs, based on the closing price of a share of common stock on the grant date computed in accordance with ASC Topic 718. The RSUs are equity awards under our non-employee director compensation policy that were granted on the date of our 2025 annual meeting of stockholders, as further described below under the caption “Narrative Disclosure to Director Compensation Table.” As of December 31, 2025, each of our non-employee directors, other than Mr. Pulvermueller, had 23,195 shares of common stock underlying outstanding stock awards held by such director. As of December 31, 2025, Mr. Pulvermueller had 47,493 shares of common stock underlying outstanding stock awards held by him.

Narrative Disclosure to Director Compensation Table

Our Board has adopted a director compensation policy under which we pay a combination of cash and equity compensation to our non-employee directors for their services as directors or as members of committees of our Board. The following summary describes the material terms of our director compensation policy.

•Each non-employee director receives an annual cash retainer for service on our Board and an additional annual cash retainer for service on any committee of our Board, as set forth below. Non-employee directors serving as the chair of our Board or any of its committees receive the additional amounts set forth below, which are in lieu of, and not in addition to, the retainers for Board or committee membership, as applicable. In each case, the retainers are prorated for partial years of service.


	Board or Committee Member	Board or Committee Chair
Annual cash retainer	$35,000	$85,000
Additional annual cash retainer for the compensation committee	$6,000	$12,000
Additional annual cash retainer for the nominating and corporate governance committee	$4,000	$8,000
Additional annual cash retainer for the cybersecurity committee	$4,000	$8,000
Additional cash retainer for the audit committee	$10,000	$20,000

•Each non-employee director first appointed or elected to the Board is granted an award of RSUs representing the right to receive a number of shares of our common stock determined by dividing $360,000 by the per-share price of our common stock on the date of grant (an “Initial Award”). Initial Awards are granted at the first meeting of our Board following such appointment or election, provided that if such initial appointment or election occurs within six months before the next annual meeting of our stockholders the new director will not be eligible to receive an Annual Award (described below) following that annual meeting of stockholders. Each Initial Award will vest in equal annual installments on the first three anniversaries of the date of grant, subject to the director’s continued service through the applicable vesting date.

•On the date of the first meeting of our Board following each annual meeting of our stockholders, each non-employee director is granted an award of RSUs representing the right to receive a number of shares of our common stock determined by dividing $180,000 by the per-share price of our common stock on the date of grant (an “Annual Award”). Each Annual Award will vest in full on the day immediately preceding the next annual meeting of our stockholders, subject to the director’s continued service through the vesting date.

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•All equity awards granted to our non-employee directors under our 2021 Equity Incentive Plan that are then-outstanding will vest in full upon a Change in Control (as defined in the 2021 Equity Incentive Plan).

•Each non-employee director is also entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of our Board and any committee on which he or she serves.

Non-Employee Director Stock Ownership Guidelines

Our Board has adopted stock ownership guidelines for our non-employee directors. Pursuant to these guidelines, as of January 1st of each year, each of our non-employee directors must retain an equity interest in the Company that is at least three times the base annual cash board retainer. For purposes of the stock ownership guidelines, equity interests include vested and unvested shares of common stock, vested but unexercised stock options, unvested stock options, unvested RSUs and unvested performance stock units, provided that the level of achievement has been certified by the compensation committee and such awards are subject only to further service-based vesting. With respect to non-employee directors that are designees of the Silver Lake Funds or the Thoma Bravo Funds under our stockholders’ agreement, if any, equity interests for the purposes of calculating stock ownership guideline compliance also includes shares of common stock owned by the Silver Lake Funds or the Thoma Bravo Funds, respectively. For purposes of our stock ownership guidelines, the value of the equity interests held by a non-employee director is calculated based on the average closing stock price of one share of our common stock as listed on the NYSE for the 30 calendar days preceding the determination date of January 1st of each year.

Each non-employee director has until five years from the date such person became subject to the stock ownership guidelines to accumulate this equity interest. Following the accumulation period, in the event that a non-employee director no longer holds the required interest as a result of fluctuations in the trading price of our common stock or changes in the annual cash board retainer, such non-employee director will have one year to regain the required equity interests. As of January 1, 2026, each of our non-employee directors was in compliance with our non-employee director stock ownership guidelines.

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PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of our Board has appointed PricewaterhouseCoopers LLP, or PwC, to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026 and will present such appointment to the stockholders for ratification at the annual meeting of stockholders. A representative of PwC is expected to be present at the annual meeting to respond to questions from stockholders and will be given the opportunity to make a statement if so desired.

Stockholder ratification of the audit committee’s appointment of PwC is not required by our organizational documents or applicable law. However, the audit committee and the Board believe it is a good corporate governance practice to provide stockholders the opportunity to vote on the ratification of the appointment and will take stockholders’ votes on the proposal into consideration when appointing our independent registered public accounting firm in the future. If the appointment of PwC is not ratified, the audit committee may reconsider the appointment. Even if the appointment is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

Audit and Non-Audit Fees

PwC served as our independent registered public accounting firm for the year ended December 31, 2025.

In addition to performing the audit of our consolidated financial statements, PwC provides various other services to us, as described below. Fees paid to PwC for services provided during the years ended December 31, 2025 and 2024 are presented below.


	2025		20241
Audit Fees	$	2,609,375	$	3,170,000
Audit-Related Fees	—		55,000
Tax Fees	—		50,000
Other Fees	2,125		2,125
Total	$	2,611,500	$	3,277,125

(1) The fees previously presented for the year ended December 31, 2024 were revised to reflect the actual fees associated with the services rendered by PwC to us for such year.

Audit Fees. Audit fees consist of professional services necessary to perform the audit of our annual financial statements and review of quarterly interim financial statements in accordance with the standards of the Public Company Accounting Oversight Board. It also includes fees for services that are normally incurred in connection with statutory and regulatory filings or engagements, such as comfort letters, statutory audits, attest services, consents and review of documents filed with the SEC.

Audit-Related Fees. Audit-related fees consist of professional services associated with transaction-related matters.

Tax Fees. Tax fees include services for tax compliance assistance in connection with transaction-related matters. We did not incur any Tax Fees during the year ended December 31, 2025.

Other Fees. Other fees consist of fees for accounting research and compliance software.

Pre-Approval of Audit and Non-Audit Services

The audit committee is authorized by its charter to pre-approve all audit and permitted non-audit services to be performed by our independent registered public accounting firm. The audit committee reviews and approves the independent registered public accounting firm’s retention to perform audit services, including the associated fees. The audit committee also evaluates other known potential engagements of the independent registered public accounting firm, including the scope of the proposed work and the proposed fees, and approves or rejects each service, taking into account whether the services are permissible under applicable law and the possible impact of each non-audit service on the independent registered public accounting firm’s independence from management. At subsequent meetings, the audit committee will receive updates on the services actually provided by the independent registered public accounting firm, and management may present additional services for approval.

All services provided by PwC during the fiscal year ended December 31, 2025 were pre-approved by the audit committee.

The audit committee has reviewed the fees and services described above, and believes that such fees and services are compatible with maintaining the independence of PwC.

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Required Vote and Recommendation of the Board for Proposal Two

You may vote “FOR,” “AGAINST” or “ABSTAIN” on this proposal. To be approved by our stockholders, this proposal must receive a “FOR” vote by a majority of the shares of our common stock represented in person or by proxy at the annual meeting and entitled to vote on the proposal.


Our Board recommends that you vote FOR the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

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REPORT OF THE AUDIT COMMITTEE

The material in this report shall not be deemed to be (i) “soliciting material,” (ii) “filed” with the SEC, (iii) subject to Regulations 14A or 14C of the Exchange Act, and/or (iv) subject to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act of 1933, as amended, or the Securities Act, except to the extent the Company specifically incorporates it by reference into such filing.

The audit committee of our Board is responsible for, among other things, reviewing with PricewaterhouseCoopers LLP, our independent registered public accounting firm, the scope and results of their audit engagement. In connection with the 2025 audit, the audit committee:

•reviewed and discussed with management the Company’s audited financial statements for the year ended December 31, 2025;

•discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC; and

•received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding PricewaterhouseCoopers LLP’s communications with the audit committee concerning independence, and the audit committee has discussed with PricewaterhouseCoopers LLP that firm’s independence.

Based on the review and discussions described in the preceding bullet points, the audit committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC.

SUBMITTED BY THE AUDIT COMMITTEE OF

THE BOARD OF DIRECTORS

James Cameron McMartin (Chair)

Ann S. Johnson

Darryl Lewis

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PROPOSAL THREE: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
(“SAY-ON-PAY”)

Pursuant to Section 14A of the Exchange Act, we are asking stockholders to approve our named executive officers' compensation in a non-binding advisory capacity. We currently provide our stockholders the opportunity to vote on this proposal annually.

The compensation committee and the Board believe our executive compensation program, as described in the Compensation Discussion and Analysis, the compensation tables and the related narratives and other materials in this proxy statement, reflects our goal of linking Company performance with executive compensation. The compensation committee and the Board believe that the executive compensation program is reasonable and effective in that it aligns the interests of our executive officers with both the short-term and long-term interests of our stockholders.

As required pursuant to Section 14A of the Securities Exchange Act, the “Say-on-Pay” proposal gives stockholders the opportunity to endorse or not endorse our executive compensation program by voting whether to approve the following resolution:

“RESOLVED, that the compensation of our named executive officers, as described in the section titled ‘Compensation Discussion and Analysis’, the compensation tables and the related narratives and other materials in this Proxy Statement is hereby approved.”

Because this vote is advisory, it will not be binding upon the Board, the compensation committee or the Company. Nevertheless, the compensation committee will strongly consider the outcome of the vote when determining future executive compensation arrangements. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the compensation philosophy, policies and practices described in this proxy statement. However, votes for or against our compensation programs will not necessarily inform the compensation committee and the Board about which elements of the overall compensation, philosophy, policies or practices stockholders approve or disapprove. For this reason, the Board encourages stockholders to engage with us to allow the compensation committee to understand stockholders’ views and consider that feedback when making decisions.

Required Vote and Recommendation of the Board for Proposal Three

You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions are considered as shares present and entitled to vote, but are not votes cast, and will therefore have the same effect as votes against this proposal. Broker non-votes are not votes cast and will not be counted in determining the outcome of the nonbinding advisory vote on the compensation of our named executive officers.


Our Board recommends that you vote “FOR” the non-binding advisory proposal to approve the compensation of our named executive officers.

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EXECUTIVE OFFICERS

Set forth below is the name, age and position of each of our executive officers as of the date of this proxy statement.

Name

Age

Position

John Pagliuca

President, Chief Executive Officer and Director

Tim O’Brien

Executive Vice President, Chief Financial Officer

Michael Adler

Executive Vice President, Chief Technology and Product Officer

Peter C. Anastos

Executive Vice President, General Counsel

Frank Colletti

Executive Vice President, Chief Revenue Officer

Kathleen Pai

Executive Vice President, Chief People Officer

John Pagliuca—For biographical information, see “Proposal One— Continuing Directors Not Standing For Election Class I Directors (Terms Expire in 2028)”

Tim O’Brien. Tim O’Brien has served as our Chief Financial Officer since July 2021 and previously served as Divisional Chief Financial Officer, N-able (formerly SolarWinds MSP) from April 2020 to July 2021. Mr. O’Brien previously served as Vice President, Finance and Operations, N-able from May 2016 to April 2020. Mr. O’Brien joined SolarWinds with its acquisition of LogicNow in May 2016, where he served as Director, Finance and Operations. Prior to joining LogicNow, Mr. O’Brien held roles at Airvana and Teradyne. Mr. O’Brien holds a B.S. in Finance from Fairfield University.

Michael Adler. Michael Adler has served as Executive Vice President, Chief Technology and Product Officer, N-able (formerly SolarWinds MSP) since March 2021. Mr. Adler previously served as Chief Product Officer at RSA Security, a computer and network security company, from September 2020 to March 2021. Previously, he served as Vice President, Product at RSA Security from January 2016 to September 2020. Prior to joining RSA Security, Mr. Adler held roles at Constant Contact, Symantec, IMlogic and Switchboard, Inc. Mr. Adler holds a B.S. in Math/Computer Science from Carnegie Mellon University and an M.B.A. from Boston College.

Peter C. Anastos. Peter C. Anastos has served as Executive Vice President, General Counsel, N-able (formerly SolarWinds MSP) since March 2021. Mr. Anastos previously served as General Counsel of Access Information Management, an information management company, from November 2017 to March 2021. Previously, he served as Senior Vice President, General Counsel of Cynosure from June 2014 to July 2017. Mr. Anastos holds an A.B. in Government from Dartmouth College and a J.D. from Boston University School of Law.

Frank Colletti. Frank Colletti has served as Executive Vice President, Chief Revenue Officer since January 2024. Prior to that, Mr. Colletti served as Executive Vice President, Worldwide Sales, N-able (formerly SolarWinds MSP) from April 2020 to December 2023. Mr. Colletti previously served as Group Vice President, Worldwide Sales, N‑able beginning in August 2017 and as Vice President Sales, N-able from September 2013 to August 2017. Mr. Colletti previously held roles at N-able Technologies prior to its acquisition by SolarWinds in 2013 and at Solidum. Mr. Colletti holds a B.B.A. from the University of Ottawa.

Kathleen Pai. Kathleen Pai has served as Executive Vice President, Chief People Officer, N-able (formerly SolarWinds) since March 2021. She previously served as Senior Vice President, Chief People Officer, SolarWinds beginning in January 2020. Prior to joining SolarWinds, Ms. Pai served as Vice President, People at Ultimate Software, an HR software solutions and payroll company, from October 2016 until January 2020. Prior to joining Ultimate Software, Ms. Pai held roles at Carnival Cruise Line, Citrix Systems and Lockheed Martin. Ms. Pai served on the Board of Directors and as the Chair of the Compensation Committee of LiveVox (NASDAQ: LVOX), a contact center software platform provider, from June 2021 until January 2024. Ms. Pai holds a B.S. in Public Relations from the University of Florida and an M.B.A. from the University of Massachusetts – Amherst.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) explains our executive compensation program for our named executive officers (our “NEOs”) listed below. This CD&A also describes the process followed by the compensation committee of our board of directors (the “compensation committee”) for making pay decisions, as well as its rationale for specific decisions related to our NEO’s 2025 compensation.


Name						Position
John Pagliuca						President, Chief Executive Officer and Director
Tim O’Brien						Executive Vice President, Chief Financial Officer
Michael Adler						Executive Vice President, Chief Technology and Product Officer
Frank Colletti						Executive Vice President, Chief Revenue Officer
Kathleen Pai						Executive Vice President, Chief People Officer

Executive Summary

Who We Are

We are a leading global provider of cloud-based security, data protection, and unified endpoint management software solutions for IT services providers, including managed service providers. Our powerful technology enables them to support digital transformation and growth for small and medium-sized businesses and mid-market businesses, which we define as those businesses having fewer than 2,500 employees. With a flexible technology platform and powerful integrations, N-able makes it easy for our customers to monitor, manage, and protect systems, data, and networks. Our growing portfolio of management, security, automation, and data protection solutions is built for IT services management professionals. In addition, we provide extensive, proactive support—through enriching partner programs, hands-on training, and growth resources—to help our customers deliver exceptional value and achieve success at scale. Through our multi-dimensional land and expand model and global presence, we have been able to drive strong recurring revenue growth and profitability.

2025 Executive Compensation Actions

Our executive compensation program consists of base salary, an annual cash incentive opportunity, long-term incentive compensation in the form of equity awards and broad-based health and welfare benefits. We chose to build our program around these elements because we believe that each element is useful in achieving one or more of the objectives of our program, and that all elements together have been and will continue to be effective in achieving our overall objectives. The compensation committee may adjust compensation based on factors specific to an NEO or if it believes that in the aggregate the components do not achieve the desired goal. As a result, each element is dependent on the other elements. We consider every element of compensation, both potential and realized, when determining the amount of each element of compensation.

Among the key compensation actions and decisions made by the compensation committee with respect to our NEOs for 2025 were:

•Long Term Equity Awards – In 2025, in addition to annual equity awards consisting of 50% of restricted stock units, or RSUs, and 50% performance stock units, or PSUs, the compensation committee granted our named executive officers one-time performance stock units that are generally eligible to vest based on unlevered free cash flow for fiscal year 2026.

•Performance Metrics - The compensation committee originally set performance targets with respect to 2025 PSUs and the 2025 Executive Bonus Program in February 2025. The 2025 PSUs were eligible to be earned based on achievement of the ARR Metric (formerly referred to as Bonus ARR) and Cash Profit Metric, consistent with the awards granted in 2024. Payments under the 2025 Executive Bonus Program were based on Billings and Cash Profit Metric, as compared to ARR Metric and Cash Profit Metric goals for 2024. In October 2025, the compensation committee reviewed and changed the calculation methodology for Cash Profit Metric to apply the reported foreign exchange rate, which is based on actual rates during the period, rather than constant currency, which is based on an assumed rate set at beginning of the year, in order to better align with the actual performance of the Company.

•Peer Group - We updated our peer group of comparable public companies, selected with the assistance of our independent compensation consultant, to inform our decision-making process and to assist in ensuring that our executive compensation program is positioned to be competitive relative to market dynamics and aligned with our business objectives.

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Executive Compensation Policies and Practices

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The compensation committee evaluates our executive compensation program on an ongoing basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following policies and practices were in effect during 2025:

What We Do

What We Don't Do

Pay for performance through incentives based on Company performance

Guarantee annual base salary increases or bonuses unless as part of an initial employment agreement to induce the candidate to join the Company

Align executive compensation with stockholder returns through long-term incentives

Provide tax "gross-ups" or perquisites except with respect to the standard benefits that are provided to all our employees or as part of an international assignment

Structure executive officer compensation so the majority is “at-risk”

Provide excise tax "gross-ups" for executive officers in the event of a change in control of the Company

Annual and ongoing reviews of compensation programs, policies, practices and governance, including an assessment to identify and mitigate undue risk-taking by our executive officers and other employees

Allow hedging or pledging of Company stock

Generally require a "double-trigger" for potential payments and benefits upon a change in control for NEOs, other than our CEO

Provide pension arrangements or separate executive retirement plans

Maintain and periodically review stock ownership guidelines

Engage independent compensation consultant

Stockholder Say-on-Pay Vote

In our most recent “say-on-pay” advisory vote at the 2025 annual meeting of stockholders, approximately 90% of the votes cast were voted in favor of our executive compensation program. We consider the outcome of such say-on-pay votes and stockholder feedback when making compensation decisions regarding our executive compensation, and did not make any changes to our compensation decisions and policies based on the 2025 say-on-pay vote.

Overview of Executive Compensation Program

Compensation Philosophy and Guiding Principles

Our executive compensation program seeks to attract and retain talented, qualified senior executive officers to manage and lead our company and to motivate them to pursue and achieve our corporate objectives, while also aligning pay with the creation of stockholder value. Therefore, our current compensation program reflects a mix of cash and equity elements to focus our executive officers on both our short-term results and long-term success.

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The following key principles guide our compensation decision-making and program design:


Objective						Description
Competitive Pay						Our total compensation program is designed to be competitive to recruit and retain highly qualified executives for critical positions.
Balanced Pay Mix						Our compensation program is a combination of short-term and long-term, cash and equity and fixed and performance-based elements. A majority of our executive compensation program is performance-based and “at-risk.”
Pay for Performance						Our executive officers’ compensation packages are designed to link short-term and long-term incentives to our performance against financial and operational goals to motivate and drive execution against such financial and operational goals.
Stockholder Alignment						Our executive officers’ compensation packages are designed to link long-term incentives to the creation of stockholder value to align the interests of our executive officers with those of our stockholders.
Balanced Performance Management						We use a combination of financial performance metrics, varying time horizons, and compensation vehicles to provide a balanced and comprehensive measure of performance and to encourage effective use of resources to achieve corporate objectives.
Manage Compensation Risk						We set incentive goals in such a way as to discourage excessive and unnecessary risk taking and avoid placing too much emphasis on any one metric or performance time horizon.

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Elements of Compensation

In setting target total direct compensation, the compensation committee seeks to achieve a balance between fixed and variable (or “at-risk”) elements, short-term and long-term pay elements and cash and equity-based elements. Our executive compensation program for 2025 included base salaries, annual cash incentives and long-term incentives in the form of equity awards as described in the following table:

Cash Compensation

Equity Compensation

Base Salary

Executive Bonus Plan

Special Performance Stock Units

Annual Performance Stock Units

Restricted Stock Units

Primary Purpose

Attraction and Retention

Secure and retain services of our executive officers by providing a fixed level of cash compensation for performing essential elements of position

Encourage our executive officers to achieve short-term individual and Company goals that drive our growth

Provide long-term incentives to our executive officers that align their interests with our stockholders’ interests and support our leadership retention objectives

Grant Date

---

First Quarter for Current Year

Ad Hoc in 2025

First Quarter for Current Year

Payment Date

Ongoing

First Quarter of Next Fiscal Year

Earned and Vest Based on 2026 Performance

Earned after One Year and Vest over
Three Years

Vest over
Four Years

Fixed or At-Risk

Fixed

Variable or “At-Risk”

Performance Period

---

One Year

Approximately
18 months

One Year

---

Performance Basis

Compensation committee judgment

Payout based on achievement against Billings and Cash Profit Metric targets, plus compensation committee judgment

Payout based on achievement against unlevered free cash flow for fiscal year 2026, plus compensation committee judgment

Payout based on achievement against ARR Metric and Cash Profit Metric targets, plus compensation committee judgment

Service-based vesting but value subject to stock price fluctuations

Pay Mix

Our executive compensation program emphasizes variable pay that aligns compensation with performance and stockholder value. For the NEOs, the mix of compensation elements is heavily weighted toward variable, performance-based compensation. The CEO’s compensation has a greater emphasis on variable compensation than that of the other NEOs because his actions have a greater influence on the performance of the Company as a whole.

As shown below, the significant majority of NEO pay is variable: approximately 94% for the CEO and an average of approximately 85% for our other NEOs, based upon annual total direct compensation, assuming PSUs at target achievement, as

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of December 31, 2025. The following charts do not include “All Other” compensation, which represents less than 1% of total compensation.

Compensation Decision Making Process

We believe the best way to align executive and stockholder interests is through a compensation program governed by the compensation committee, designed with input from management and, as appropriate, external advisors regarding internal, external and business challenges and opportunities facing our Company and our executive officers.

Role of the Compensation Committee

The compensation committee has the overall responsibility for overseeing the compensation programs for our executive officers. The compensation committee is responsible for ensuring that our compensation policies and practices support the successful recruitment, development and retention of the executive officer talent required for us to achieve our business objectives. Members of the compensation committee are appointed by our board of directors. Messrs. Bock, Bingle and Widmann served on the compensation committee during 2025. See “Corporate Governance—Committees of Our Board of Directors—Compensation Committee” for more information regarding the compensation committee.

Role of Management

Together, our CEO and Chief People Officer (“CPO”) typically review the design of our executive compensation program, working with internal resources, as well as our independent compensation consultant. Based on this review, management may recommend modifications to the executive compensation program for the committee’s consideration. In addition, our CEO and CPO provide the committee with an assessment of the Company performance and individual performance of each NEO (other than themselves). Based on this assessment, our CEO and CPO will make recommendations to the committee regarding the compensation of such NEOs, including the appropriate split between each of the different elements of compensation. In preparing compensation recommendations, our CEO, CPO and other members of management involved in the compensation process review market compensation data, consisting of peer group data and other supplementary third-party survey data, and benchmark the compensation for our NEOs against such data. In approving these arrangements, the members of the compensation committee rely on their experience and judgment, and that of our CEO and CPO, and review their recommendations to ensure the compensation packages are appropriate based on each executive officer’s title and position. Compensation arrangements may be adjusted from time-to-time based on our desire to remain market competitive, or to reflect changes in an executive officer’s title, authority or job responsibilities.

Our CEO is not present during any deliberations related to his own compensation. Our Executive Vice President, General Counsel also attended the meetings of the compensation committee related to 2025 executive compensation but was not present during any deliberations related to his own compensation. We intend to continue a similar practice in the future.

Role of Compensation Consultant

The compensation committee has the authority to retain a compensation consultant to assist in evaluating the compensation of our CEO and our other executive officers and to approve the consultant’s fees and engagement terms. The compensation committee also has the authority to retain other advisors to assist it in fulfilling its responsibilities.

In 2025, the compensation committee engaged Pearl Meyer, an independent compensation consulting firm, to assist it in fulfilling its responsibilities by providing reports and analyses regarding competitive market and industry trends and practices related to executive compensation. Pearl Meyer reports directly to the compensation committee and does not provide any additional services to management. The compensation committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules and concluded that Pearl Meyer is an independent advisor.

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The competitive market data provided by the compensation consultant included compensation information specific to comparable companies from publicly filed documents, including percentiles and other data aggregated across this information, and aggregated data across a broader set of technology companies. The compensation committee used this data to inform its decisions about our compensation practices, policies and programs and our 2025 executive compensation. The compensation committee did not, however, benchmark or make decisions or target compensation of any executive officer based on any singular data point such as a particular pay percentile within the aggregated data.

Role of the Peer Group

The compensation committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. For purposes of setting 2025 compensation levels, in conjunction with the recommendation of Pearl Meyer, the compensation committee considered publicly-available data for a group of peer companies (the “2025 Compensation Peer Group”) listed below, along with industry specific survey data, where appropriate. The selection criteria for determining and reviewing the 2025 Compensation Peer Group used to establish the competitive market for the NEOs generally include:

•Industry: Companies in the system and application software industries.

•Size: Companies with revenues ranging from approximately 0.47x - 1.60x of our revenue as compared to our 2025 fiscal year revenue of $539.7 million.

•Business Model: Companies with a similar operating size and complexity profile, including comparable employee headcount and the presence of international operations. Additionally, companies which generally provide cloud-based software and application solutions to enterprise clients and other service providers.

Our 2025 Compensation Peer Group consists of:


Clearwater Analytics Holdings, Inc.	Jamf Holding Corp.	SPS Commerce, Inc.
CommVault Systems, Inc.	MeridianLink, Inc.	Tenable Holdings, Inc.
EngageSmart, Inc.	Model N, Inc.	Vertex, Inc.
EverCommerce Inc.	Progress Software Corporation	Workiva Inc.
Instructure Holdings, Inc.	Rapid7, Inc.	Zuora, Inc.

It is important to note that this market data is not the sole determinant in setting pay levels for the NEOs. Actual pay levels can be above or below the midpoint of the market range depending on factors such as experience, individual or company performance, tenure, employee potential, unique skills, criticality of the position to the Company and other factors. In general, the compensation committee desires to balance general internal and external equity and reserve the right to use discretion to deviate from the midpoint of the market range for base salary and equity when necessary to recruit employees and/or retain the right talent.

2025 Executive Compensation Program in Detail

Base Salary

We pay an annual base salary to our NEOs to provide a fixed rate of cash compensation. Base salary amounts are determined by the compensation committee based on what it believes is necessary to attract and retain our executive talent. The compensation committee generally reviews the base salaries of our NEOs annually and makes adjustments based upon a number of factors, including: our overall performance against our financial and strategic plans; each NEO's skills, experience and qualifications; an assessment of their professional effectiveness, consisting of competencies such as leadership, commitment, creativity and team accomplishment; the underlying scope of their responsibilities; their individual performance; retention considerations; and the recommendations of our CEO and CPO (except with respect to their own base salary).

In February 2025, based on the factors above and in order to keep their compensation levels competitive to market, the compensation committee determined that it was appropriate to provide the following increases in the annual base salaries of our named executive officers for 2025 as follows:


Named Executive Officer	2024 Base Salary	2025 Base Salary	Percent Increase
Mr. Pagliuca	$485,000	500,000	3.1	%
Mr. O’Brien	$400,000	415,000	3.8	%
Mr. Adler	$425,000	440,000	3.5	%
Mr. Colletti1	$299,498	311,678	4.1	%
Ms. Pai	$410,000	425,000	3.7	%

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(1) Amounts reported for Mr. Colletti in this table are based on the average daily conversion for the calendar year ended December 31, 2025 between the Canadian Dollar and US Dollar as reported by the Bank of Canada.

Annual Cash Incentives

The compensation committee annually establishes the performance metrics and objectives underlying the N-able, Inc. Bonus Plan. The performance metrics and objectives may change from year to year as we continue to evolve and establish different priorities, but will remain subject to the review and approval of the compensation committee. The compensation committee reserves the discretion to modify performance metrics and objectives during the performance period, make adjustments for currency fluctuations or fundamental changes to our business which impact performance objectives and to exercise discretion on final payout amounts.

2025 Executive Bonus Program

In February 2025, the compensation committee determined the criteria for 2025 annual cash incentives for its executives under the N-able, Inc. Bonus Plan, which we refer to as our 2025 Executive Bonus Program. Pursuant to the program, NEOs were eligible to receive cash incentives for the Company’s achievement of performance metrics, as described below. The 2025 Executive Bonus Program is also meant to serve as a retention tool. As such, only employees who are employed with us at the time bonuses are actually paid are eligible to receive a bonus. Actual payouts can range between 0% and 200% of target award amounts, based on the achievement of Billings and Cash Profit Metric, provided that, if the achievement of Cash Profit Metric is at least 100% and Billings exceeds 100%, the overall scoring will be equal to the higher achievement of Billings or Cash Profit Metric, as the case may be. For example, if Billings is at 200% and Cash Profit Metric is at 120%, the scoring would be 200%. The compensation committee may exercise its judgement and discretion to adjust payouts to better reflect the Company’s performance.

Target Bonus Percentages

Bonus targets are expressed as a percentage of base salary and are reviewed by the compensation committee annually. In February 2025, the compensation committee reviewed the bonus targets of our NEOs and considered a number of factors, including: the market analysis prepared by the compensation consultant, including an emphasis on the competitiveness of our NEOs’ mix of base salary and target bonus compared to that of similarly positioned executive officers at comparable companies; each NEO's skills, experience and qualifications; an assessment of their professional effectiveness, consisting of competencies such as leadership, commitment, creativity and team accomplishment; the underlying scope of their responsibilities; their individual performance; retention considerations; and the recommendations of our CEO and CPO. For 2025, based on the factors above, the compensation committee maintained the proportion of cash compensation made up of bonus for our NEOs, including our CEO as continuing to be competitive to market.

The following table shows the 2025 bonus targets, as a percentage of base salary, for our NEOs under the 2025 Executive Bonus Program.


Named Executive Officer	2025 Target Bonus Percent
Mr. Pagliuca	100	%
Mr. O’Brien	70	%
Mr. Adler	70	%
Mr. Colletti	70	%
Ms. Pai	70	%

Performance Metrics

In February 2025, the compensation committee established Billings and Cash Profit Metric as the performance metrics for the 2025 Executive Bonus Program, compared to Bonus ARR and Cash Profit Metric as the performance metrics for fiscal year 2024. Billings is defined as the sum of monthly recurring revenue for each monthly period of 2025, which generally aligns with internal billings reporting. Cash Profit Metric is defined as constant currency billings, excluding cost of goods sold, operating expenditures, capitalized software, capitalized expenditures and excluding the impact of ASC 606, other income and capitalized sales and marketing commissions. “ASC 606” refers to accounting standards update No. 2014-09 (Topic 606), Revenue from Contracts with Customers.

These metrics were selected following a review of our business priorities for the year as recommended by our board of directors and management, and were based on the compensation committee’s belief that participating executives have line of sight and direct ability to influence each metric; these performance metrics are key measures of the Company’s performance and stockholder value creation, and the achievement of these metrics represents an important part of our business plan. In particular, Cash Profit Metric focuses on profitable growth, while continuing to provide strong accountability for returns; and Billings ensures we are delivering an appropriate level of top-line growth. We moved from Bonus ARR to Billings as the applicable performance goal because the compensation committee determined to have a portion of NEO compensation, specifically Bonus, partially based on Billings to better align compensation with the Company’s top line growth. The

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compensation committee established threshold and target performance levels for each metric that were believed to be challenging but attainable, assuming excellent execution of our plan, and achievement of which would translate to stockholder value over the long-term.

As originally approved by the compensation committee in February 2025, the 2025 Executive Bonus Program set forth the targets for each of Billings and Cash Profit Metric, which were weighted equally, and provided that no portion of the bonus would be paid if either Billings or Cash Profit Metric fell below the threshold level, achievement at the threshold level of performance would payout at 50% of the target, and the maximum potential payout was 200% of target for Billings and 150% of Cash Profit Metric. The compensation committee determined that the maximum payout level should be 150% and not 200% for the Cash Profit Metric for 2025 because it felt Billings was the more important measure for incentivizing the NEOs. The compensation committee believed this design provided the proper incentives to our executive officers to execute at a high level to achieve results consistent with our financial outlook as communicated to our stockholders.

In October 2025, the compensation committee reviewed the metrics and performance levels necessary to achieve the potential payouts for the 2025 Executive Bonus Program and determined that Cash Profit Metric would be determined using the reported foreign exchange rate, which is based on the actual rate during the period, rather than using the constant currency rate, which is an assumed rate set at the beginning of the year. This change was deemed appropriate because it better aligned with the reported performance of the company and therefore enhanced the sensitivity of our Executive Bonus Plan payouts with shareholder value.

The performance levels and corresponding payouts under the 2025 Executive Bonus Program were as follows (in millions):


Billings
	Achievement	Payout	Actual
Threshold	$485.0	50%
	$489.0	70%	$491.0
	$494.0	80%
	$499.0	90%
Target	$504.0	100%
	$515.0	125%
	$525.0	150%
Maximum	$535.0	200%


Cash Profit Metric
	Achievement	Payout	Actual
Threshold	$107.5	50%
	$110.0	70%
	$112.0	80%
	$113.0	90%	$114.2
Target	$115.8	100%
	$118.3	115%
	$122.0	130%
Maximum	$130.0	150%

The percentage of payout for performance between each achievement level was calculated linearly.

Annual Cash Incentive Payments

In February 2026, the compensation committee reviewed our 2025 performance as compared to the performance goals of the 2025 Executive Bonus Program, and determined that we had achieved Billings of $491.0 million and Cash Profit Metric of $114.2 million in 2025 as reflected in the charts above. Accordingly, the compensation committee determined that we had attained a payout level of 73.9% with respect to the Billings target goal and a payout level of 94.4% with respect to the Cash Profit Metric target goal, for a combined payout level of 84.1% of the target award levels for our 2025 Executive Bonus Program. As a result, our NEOs received the following cash bonus payments:

Table of Contents


Named Executive Officer	Annual Base Salary	Target Annual Bonus Percent		Bonus Payout Percent		Percent of Base Salary Earned		Actual Annual Cash Bonus
Mr. Pagliuca	$500,000	100	%	84.1	%	84	%	$420,500
Mr. O’Brien	$415,000	70	%	84.1	%	59	%	$244,311
Mr. Adler	$440,000	70	%	84.1	%	59	%	$259,028
Mr. Colletti1	$311,678	70	%	84.1	%	59	%	$183,485
Ms. Pai	$425,000	70	%	84.1	%	59	%	$250,198

Long-Term Incentives

We use long-term incentive compensation in the form of equity awards to align the interests of our NEOs with those of our stockholders and to promote a longer-term performance perspective and progress toward achieving our long-term strategy. In addition, equity-based awards provide an important retention tool for us because they are subject to vesting based on continued service.

PSU awards are designed to incentivize actions that lead to increasing long-term stockholder value. Performance objectives underlying the PSU awards are generally determined at the time of grant and may include multiple performance factors, performance periods of varying length and the potential to earn above or below the target number of shares based on actual performance or additional service vesting criteria. The number and value of PSUs ultimately earned by our executive officers, if any, is subject to achievement against the performance objectives and the market price of our common stock on each vesting date. Annual PSU awards granted to our NEOs typically vest over three years, with the first tranche vesting on the date that the compensation committee certifies achievement against the applicable performance metrics and the remaining tranches vesting in February of the following two years, subject to continued service through each applicable vesting date. In May 2025, our compensation committee also granted our NEOs one-time PSUs that are earned and vest based on the level of unlevered free cash flow for 2026, as certified by our compensation committee in early 2027 and continued service through the vesting date. See “2025 Two-Year PSU Grants” below.

RSU awards are linked with stockholder value because the value of RSU awards rise or fall with the stock price. RSU awards are also intended to encourage retention as they are subject to service-based vesting. RSU awards granted to our NEOs typically vest over four years, subject to continued service through each applicable vesting date.

We anticipate making annual grants of equity-based incentives to our NEOs in the future. We currently intend for future awards to our NEOs to continue to consist of a mix of PSU and RSU awards, but not necessarily in the similar value amounts and mix as in prior years.

Since we became a standalone public company in 2021, the only equity awards we have granted are PSUs and RSUs. Our compensation committee generally approves equity award grants in accordance with a predetermined schedule on an annual basis. We do not grant equity awards in anticipation of the release of material nonpublic information. Similarly, we do not time the release of material nonpublic information based on equity award grant dates.

2025 Annual Equity Awards

SEC Form DEF 14A filed by N-able Inc.