N-able, Inc. filed a Form 10-K/A on August 10, 2026, amending its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, to disclose a material weakness in internal control over financial reporting and to revise previously issued financial statements for immaterial errors in subscription revenue and related balance sheet accounts.

Key Highlights

  • Material weakness identified: Management identified a material weakness in internal control over financial reporting as of December 31, 2025, related to certain subscription arrangements processed through manual methods outside the company's ERP system's automated revenue recognition module.
  • Controls deemed ineffective: As a result of the material weakness, management concluded that disclosure controls and procedures and internal control over financial reporting "were not effective as of December 31, 2025."
  • Adverse opinion from auditor: PricewaterhouseCoopers LLP issued an amended report expressing an adverse opinion on the effectiveness of internal control over financial reporting as of December 31, 2025.
  • Errors deemed immaterial: Management assessed the errors individually and in the aggregate and concluded they "were not material to any previously issued annual or interim consolidated financial statements."
  • No clawback required: Management determined there was no incentive-based compensation received by executive officers during the relevant period that was based on a financial reporting measure impacted by the revisions, resulting in no amounts to be recovered.
  • Shares outstanding: As of February 23, 2026, 188,376,316 shares of common stock were outstanding, with an aggregate market value of approximately $598.1 million held by non-affiliates as of June 30, 2025.

N-able Discloses Internal Control Weakness and Revises Subscription Revenue Figures

According to the filing, N-able, Inc. (New York Stock Exchange: NABL) submitted this amendment after management, subsequent to the original February 26, 2026 filing, identified a material weakness tied to manual revenue recognition processes for certain subscription arrangements. The company disclosed that these processes operated outside its ERP system's automated revenue recognition module, leading to errors in subscription revenue and related balance sheet accounts across previously issued financial statements.

The amendment restates Part II, Item 9A in its entirety to reflect revised conclusions on the effectiveness of controls and to include an updated Management's Annual Report on Internal Control over Financial Reporting. The filing states that the Management's Annual Report and PwC's original internal control report "should no longer be relied upon," while the underlying consolidated financial statements and PwC's audit report on those financials "may continue to be relied upon." The financial statements were revised, not restated, as the company characterized the errors as immaterial.

The amended filing also updates Part I, Item 1A (Risk Factors), Part II, Item 7 (MD&A), Part II, Item 8 (Financial Statements and Supplementary Data), and Part IV, Item 15 (Exhibits). New certifications from the principal executive officer and principal financial officer, along with an updated consent from PricewaterhouseCoopers LLP filed as Exhibit 23.1, are included as required by Rule 12b-15 under the Securities Exchange Act of 1934. The company noted the amendment does not reflect events occurring after the date of the original filing.

What Was Disclosed

N-able filed an amended annual report for fiscal year ended December 31, 2025, disclosing a material weakness in internal controls related to manual subscription revenue recognition, immaterial financial statement revisions, an adverse auditor opinion on internal controls, and a finding that no executive compensation clawback was required.