ADTN SEC Filings - ADTRAN Holdings, Inc.- Annual Report, Proxy Statement, Prospectus

Basic Stats

LEI	549300XWTHXJVGKWU616
CIK	926282

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to ADTRAN Holdings, Inc.

SEC Filings (Chronological Order)

This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.

August 5, 2025	EX-10.4	Form of Performance Share Agreement for CEO under the ADTRAN Holdings, Inc. 2024 Employee Stock Incentive Plan Exhibit 10.4 ADTRAN HOLDINGS, INC. T. STanton PERFORMANCE SHARES AGREEMENT This Performance Shares Agreement (this “Agreement”) sets forth the specified terms of ADTRAN Holdings, Inc.’s grant of the number of Restricted Stock Units (“Performance Shares”) as it set forth in the Morgan Stanley StockPlan Connect (the “Portal”) to the applicable grantee named in the Portal (the “Participant”) pursuant
August 5, 2025	EX-10.3	Form of Market-Based Performance Stock Unit Agreement for CEO under the ADTRAN Holdings, Inc. 2024 Employee Stock Incentive Plan Exhibit 10.3 ADTRAN HOLDINGS, INC. T. STANTON 2025 MARKET-BASED PERFORMANCE STOCK UNIT AGREEMENT This Market-Based Performance Stock Unit Agreement (this “Agreement”) sets forth the specified terms of ADTRAN Holdings, Inc.’s grant of the target number of Market-Based Performance Stock Units (“PSUs”) set forth in the Morgan Stanley StockPlan Connect (the “Portal”) to the applicable grantee named in
August 5, 2025	EX-10.1	Settlement Agreement, dated May 12, 2025, by and between Adtran Networks SE and Ulrich Dopfer Exhibit 10.1 SETTLEMENT AGREEMENT between Adtran Networks SE Marzenquelle 1-3 98617 Meiningen OT Drei6igacker Germany (hereinafter the "Company") represented by its supervisory board, which again is represented by its chainnan, Dr. Eduard Scheiterer and Mr. Ulrich Dopfer (hereinafter ,,Mr. Dopfer") (the Company and Mr. Dopfer together hereinafter also the "Parties") Preamble Mr. Dopfer has been a
August 5, 2025	8-K	FORM 8-K Item 2.02 Results of Operations and Financial Condition. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 04, 2025 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission F
August 5, 2025	EX-10.2	Form of Restricted Stock Unit Agreement for CEO under the ADTRAN Holdings, Inc. 2024 Employee Stock Incentive Plan Exhibit 10.2 ADTRAN HOLDINGS, INC. T. STANTON RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (this “Agreement”) sets forth the specified terms of ADTRAN Holdings, Inc.’s grant of the number of Restricted Stock Units (“RSU”) as is set forth in the Morgan Stanley StockPlan Connect (the “Portal”) to the applicable grantee named in the Portal (the “Participant”) pursuant to the A
August 5, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41446 ADTRAN Holdings, Inc.
August 5, 2025	EX-99.2	Adtran Holdings(Nasdaq: ADTN) Investor Presentation August 5, 2025 Adtran Holdings (Nasdaq: ADTN) Investor Presentation August 5, 2025 Cautionary note regarding forward-looking statements This investor presentation contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management.
August 5, 2025	EX-99.1	Conference call Upcoming conference schedule About Adtran Cautionary note regarding forward-looking statements Explanation of use of non-GAAP financial measures ADTRAN Holdings, Inc. reports second quarter 2025 financial results Huntsville, Alabama, USA. — Aug. 4, 2025 — ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” “ADTRAN” or the “Company”) today announced its unaudited financial results for the second quarter ended June 30, 2025. • Revenue: $265.1 million, higher by 17% year-over-year. • Gross margin: GAAP gross margin: 37.3%; no
July 30, 2025	8-K	Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission Fil
July 17, 2025	EX-99.2	EX-99.2 EXHIBIT 99.2 Ad-hoc notification pursuant to Article 17 of Regulation (EU) No. 596/2014 ADTRAN Holdings, Inc.: Preliminary Q2 2025 revenue above prior guidance range Huntsville, Alabama (United States of America). July 16, 2025 (CT) During the preparation of the report for the second quarter 2025 of ADTRAN Holdings, Inc. (“ADTRAN Holdings” or the “Company”) (NASDAQ: ADTN; FSE: QH9), the Company de
July 17, 2025	8-K/A	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2025 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission F
July 17, 2025	EX-99.1	The Company will webcast this conference call, or you may dial in to participate. To listen, visit the events and presentations section of ADTRAN Holdings, Inc. Investor Relations site at https://events.q4inc.com/attendee/260991346 approximately 10 m EXHIBIT 99.1 ADTRAN Holdings, Inc. announces higher than expected preliminary Q2 2025 revenue Huntsville, Alabama, USA. – July 16, 2025 — ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced preliminary unaudited revenue for the quarter ended June 30, 2025. All figures in this release are approximate due to the preliminary nature of the announcemen
July 16, 2025	EX-99.1	The Company will webcast this conference call, or you may dial in to participate. To listen, visit the events and presentations section of ADTRAN Holdings, Inc. Investor Relations site at https://events.q4inc.com/attendee/260991346 approximately 10 m EXHIBIT 99.1 ADTRAN Holdings, Inc. announces higher than expected preliminary Q2 2025 revenue Huntsville, Alabama, USA. – July 16, 2025 — ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced preliminary unaudited revenue for the quarter ended June 30, 2025. All figures in this release are approximate due to the preliminary nature of the announcemen
July 16, 2025	EX-99.2	EX-99.2 EXHIBIT 99.2 Ad-hoc notification pursuant to Article 17 of Regulation (EU) No. 596/2014 ADTRAN Holdings, Inc.: Preliminary Q2 2025 revenue above prior guidance range Huntsville, Alabama (United States of America). July 16, 2025 (CT) During the preparation of the report for the second quarter 2025 of ADTRAN Holdings, Inc. (“ADTRAN Holdings” or the “Company”) (NASDAQ: ADTN; FSE: QH9), the Company de
July 16, 2025	8-K	FORM 8-K Item 2.02 Results of Operations and Financial Condition. On July 16, 2025, ADTRAN Holdings, Inc. (“ADTRAN”) announced its preliminary revenue for the fiscal quarter ended June 30, 2025. A copy of ADTRAN’s press release announcing ADTRAN's pr UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2025 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission Fil
June 30, 2025	11-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 [ ] TRANSITION REPORT PURSUANT TO SECTION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41446 ADTRAN, Inc. 401(k) RETIREMENT PLA
June 6, 2025	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐
June 6, 2025	DEFR14A	Notice of 2025 Annual Meeting and Proxy Statement Notice of Annual Meeting of Stockholders Table of Contents Proxy Statement for the Annual Meeting of Stockholders General Information about the Annual Meeting Security Ownership of Certain Beneficial 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 (Amendment No. 1) Filed by the Registrant ☒ 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))
May 29, 2025	EX-1.01	Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 Conflict Minerals Report of ADTRAN Holdings, Inc. Company Overview ADTRAN Holdings, Inc. (NASDAQ:ADTN) (“ADTRAN” or the “Company”) is a leading global provider of networking and communications platforms, software, systems and services focused on the broadband access market, serving a diverse domestic and international customer base in multiple countries that includes large, medium and
May 29, 2025	SD	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ADTRAN Holdings, Inc. (Exact name of Registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ADTRAN Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware (State of Incorporation) 001-41446 (Commission file number) 87-2164282 (I.R.S. Employer Identification Number) 901 Explorer Boulevard, Huntsville, Alabama 35806-2807 (Address of principal executive office
May 28, 2025	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission File
May 28, 2025	EX-99.2	Adtran Holdings(Nasdaq: ADTN) Investor Presentation May 27, 2025 Adtran Holdings (Nasdaq: ADTN) Investor Presentation May 27, 2025 Cautionary note regarding forward-looking statements This investor presentation contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management.
May 28, 2025	EX-99.1	Supplemental Non-GAAP Financial Measures Exhibit 99.1 Supplemental Non-GAAP Financial Measures ADTRAN Holdings, Inc. (the “Company”) is providing the following tables to present certain non-GAAP information for the reporting periods covered in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2024 (the “Amended Form 10-K”) and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “
May 27, 2025	EX-99.1	ADTRAN Holdings, Inc. announces date of 2025 annual meeting of stockholders EX-99.1 Exhibit 99.1 ADTRAN Holdings, Inc. announces date of 2025 annual meeting of stockholders Huntsville, Alabama, USA. — May 27, 2025 — ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced that its previously postponed 2025 annual meeting of stockholders (the “Annual Meeting”) has been rescheduled for Thursday, July 24, 2025. The Company intend
May 27, 2025	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 ADTRAN Holdings, Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission File
May 27, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 ADTRAN Holdings, Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission File
May 20, 2025	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A 12liability of warranty UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
May 20, 2025	EX-10.3	EX-10.3
May 20, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41446 ADTRAN Holdings, Inc.
May 20, 2025	EX-10.1(Z)	Form of Restricted Stock Unit Agreement under the ADTRAN Holdings, Inc. 2024 Employee Stock Incentive Plan Exhibit 10.1(z) ADTRAN HOLDINGS, INC. FORM of RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (this “Agreement”) sets forth the specified terms of ADTRAN Holdings, Inc.’s grant of the number of Restricted Stock Units (“RSU”) as is set forth in the Morgan Stanley StockPlan Connect (the “Portal”) to the applicable grantee named in the Portal (the “Participant”) pursuant to the A
May 13, 2025	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 001-41446 CUSIP Number 00486H105 (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit
May 13, 2025	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Us
May 13, 2025	8-K	Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission File
May 12, 2025	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 06, 2025 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission File
May 12, 2025	EX-10.1	Fifth Amendment to Credit Agreement and Waiver, by and between ADTRAN, Inc., Adtran Networks, SE and Wells Fargo Bank, National Association, dated May 6, 2025 Exhibit 10.1 Execution Version FIFTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER FIFTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “Amendment”), dated as of May 6, 2025, among ADTRAN, INC., a Delaware corporation (the “US Borrower”), ADTRAN NETWORKS SE, a European stock corporation incorporated under the law of the European Union and Germany (“ADVA”), ADTRAN HOLDINGS, INC., a Delaware corporation
May 8, 2025	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 07, 2025 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission File
May 8, 2025	EX-99.1	ADTRAN Holdings, Inc. reports preliminary first quarter 2025 financial results ADTRAN Holdings, Inc. reports preliminary first quarter 2025 financial results Huntsville, Alabama, USA. — May 7, 2025 — ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced its preliminary unaudited financial results for the first quarter ended March 31, 2025. • Revenue: $247.7 million, higher by 10% year-over-year, and above the mid-point of outl
May 8, 2025	EX-99.2	Adtran Holdings(Nasdaq: ADTN) Investor Presentation May 7, 2025 Adtran Holdings (Nasdaq: ADTN) Investor Presentation May 7, 2025 Cautionary note regarding forward-looking statements Statements contained in this investor presentation which are not historical facts, such as those relating to expectations regarding future revenue and future non-GAAP operating margin; future service provider spending; future profitability, and growth, including customer acquisition and booking trends, as well as future end market growth; future market trends and customer inventory levels; future operational leverage and cash generation; and ADTRAN Holdings’ strategy and outlook, outlook and financial guidance, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
April 16, 2025	EX-99.1	notification pursuant to Article 17 of the Market-Abuse-Regulation (EU) No. 596/2024 Exhibit 99.1 Ad-hoc notification pursuant to Article 17 of the Market-Abuse-Regulation (EU) No. 596/2024 Adtran Networks SE: Adtran Networks SE updates preliminary results for the financial year 2024 Munich, Germany. April 15, 2025. The Management Board of Adtran Networks SE today reassessed the IFRS pro forma EBIT expectations for the financial year 2024. In the course of the finalization of the
April 16, 2025	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2025 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission Fi
March 31, 2025	DEF 14A	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 (Amendment No. ) 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 (Amendment No. ) Filed by the Registrant ☒ 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))
March 31, 2025	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for
March 7, 2025	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2025 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission Fil
March 7, 2025	EX-99.1	ADTRAN Holdings, Inc. announces CFO transition Exhibit 99.1 ADTRAN Holdings, Inc. announces CFO transition Timothy Santo, CPA, accomplished finance and accounting executive with extensive public company experience, named CFO; Uli Dopfer to transition to new role Huntsville, Alabama, USA. — March 6, 2025 — ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced a Chief Financial Officer transition.
March 7, 2025	EX-10.1	Offer Letter, dated February 28, 2025, by and between ADTRAN Holdings, Inc. and Timothy Santo Exhibit 10.1 February 28, 2025 Timothy Santo [Address] Dear Tim, We are pleased to extend to you the following offer of employment with Adtran, Inc. as Senior Vice President, Finance and Chief Financial Officer, reporting to Tom Stanton, CEO, located at Adtran’s headquarters in Huntsville, Alabama. Your compensation will include a bi-weekly paid salary of $17,692 (gross) resulting in an annualized
March 3, 2025	EX-10.1(U)	Form of 2025 Variable Incentive Compensation Plan Award Letter Exhibit 10.1 (u) * CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***]. Form of VICC Award Letter Date Dear Executive, I am pleased to inform you that you have been selected to participate in the Adtran Incen
March 3, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 12liability of warranty UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 3, 2025	EX-10.1(Y)	Form of Market-Based Performance Stock Unit Agreement under the ADTRAN Holdings, Inc. 2024 Employee Stock Incentive Plan Exhibit 10.1 (y) ADTRAN HOLDINGS, INC. FORM OF MARKET-BASED PERFORMANCE STOCK UNIT AGREEMENT This Market-Based Performance Stock Unit Agreement (this “Agreement”) sets forth the specified terms of ADTRAN Holdings, Inc.’s grant of the target number of Market-Based Performance Stock Units (“PSUs”) set forth in the Morgan Stanley StockPlan Connect (the “Portal”) to the applicable grantee named in the
March 3, 2025	EX-19	ADTRAN Holdings, Inc. Insider Trading Policy ADTRAN HOLDINGS, INC. INSIDER TRADING POLICY Effective October 29, 2024 I. INTRODUCTION United States (“U.S.”) federal and state securities laws and European Regulation No. 596/2014 (the “EU Market Abuse Regulation” or the “MAR”) prohibit buying, selling, or making other transfers of securities by persons who possess (i) material information that is not generally known or available to the public (
March 3, 2025	EX-21	Subsidiaries of Adtran. Exhibit 21 SUBSIDIARIES OF ADTRAN HOLDINGS, INC. December 31, 2024 Name of Subsidiary Country or State of Incorporation ADTRAN Networks Pty. Ltd Australia ADTRAN Networks Comunicações Ltda. Brazil ADTRAN Canada, Inc. Canada ADTRAN d.o.o. Croatia ADTRAN, Inc. State of Delaware ADTRAN International, Inc. State of Delaware ADTRAN Networks Worldwide, Inc. State of Delaware ADTRAN Networks, LLC State o
March 3, 2025	EX-10.1(Z)	ADTRAN HOLDINGS, INC. FORM of RESTRICTED STOCK UNIT AGREEMENT Exhibit 10.1(z) ADTRAN HOLDINGS, INC. FORM of RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (this “Agreement”) sets forth the specified terms of ADTRAN Holdings, Inc.’s grant of the number of Restricted Stock Units (“RSU”) as is set forth in the Morgan Stanley StockPlan Connect (the “Portal”) to the applicable grantee named in the Portal (the “Participant”) pursuant to the A
March 3, 2025	EX-24	Powers of Attorney. Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director of ADTRAN Holdings, Inc.
March 3, 2025	EX-4.1	Description of Securities Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of our securities is intended as a summary only. This description is based the certificate of incorporation, as amended (the “Certificate of Incorporation”) of ADTRAN Holdings, Inc. (the “Company,” “we,” “us,” and “our”), the Company’s bylaws, as
February 27, 2025	EX-99.2	Adtran Holdings(Nasdaq: ADTN) Investor Presentation February 26, 2025 Adtran Holdings (Nasdaq: ADTN) Investor Presentation February 26, 2025 Cautionary note regarding forward-looking statements Statements contained in this investor presentation which are not historical facts, such as those relating to expectations regarding future revenue and future non-GAAP operating margin; future service provider spending; future profitability, and growth, including customer acquisition and booking trends, as well as future end market growth; future market trends and customer inventory levels; future operational leverage and cash generation; and ADTRAN Holdings’ strategy and outlook, outlook and financial guidance, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
February 27, 2025	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission
February 27, 2025	EX-99.1	Condensed Consolidated Balance Sheets (Preliminary, Unaudited) (In thousands) ADTRAN Holdings, Inc. reports preliminary fourth quarter and full-year 2024 financial results Huntsville, Alabama, USA. — February 26, 2025 — ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced its preliminary unaudited financial results for the fourth quarter and full-year ended December 31, 2024. • Revenue: $242.9 million, up 7% sequentially and
November 22, 2024	CORRESP	November 22, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Sarah Sidwell Re: ADTRAN Holdings, Inc. Registration Statement on Form November 22, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
November 18, 2024	S-3	As filed with the Securities and Exchange Commission on November 18, 2024 S-3 Table of Contents As filed with the Securities and Exchange Commission on November 18, 2024 Registration No.
November 18, 2024	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) ADTRAN Holdings, Inc.
November 18, 2024	EX-24.1	Powers of Attorney EX-24.1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned director of ADTRAN Holdings, Inc. (the “Company”) constitutes and appoints Thomas R. Stanton and Ulrich Dopfer, and each of them severally, his true and lawful attorneys-in-fact and agents with full and several power of substitution, for him and in his name, place and stead, in any and all capacities, to s
November 14, 2024	SC 13G/A	ADTN / ADTRAN Holdings, Inc. / WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC - SC 13G/A Passive Investment SC 13G/A 1 tm2428293d9sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* ADTRAN Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 00486H105 (CUSIP
November 12, 2024	SC 13G	ADTN / ADTRAN Holdings, Inc. / DnB Asset Management AS - SCHEDULE 13G Passive Investment SC 13G 1 sc13g.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 ADTRAN Holdings, Inc. (Name of Issuer) Common Stock, Par Value $0.01 per share (Title of Class of Securities) 00486H105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This St
November 12, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41446 ADTRAN Holdings, Inc.
November 7, 2024	EX-99.1	Condensed Consolidated Balance Sheets (Preliminary, Unaudited) (In thousands) EXHIBIT 99.1 ADTRAN Holdings, Inc. reports preliminary third quarter 2024 financial results Huntsville, Alabama, USA. — November 06, 2024 — ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced its preliminary unaudited financial results for the third quarter of 2024. • Revenue: $227.7 million, up sequentially and above the mid-point of guidance. •
November 7, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 06, 2024 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission
November 7, 2024	EX-99.2	Adtran Holdings(Nasdaq: ADTN) Investor Presentation November 6, 2024 Adtran Holdings (Nasdaq: ADTN) Investor Presentation November 6, 2024 Cautionary Note Regarding Forward-Looking Statements Statements contained in this investor presentation which are not historical facts, such as those relating to expectations regarding future revenue and future non-GAAP operating margin; future service provider spending; future profitability, and growth, including customer acquisition and booking trends, as well as future end market growth; future market trends and customer inventory levels; future operational leverage and cash generation; and ADTRAN Holdings’ strategy and outlook, outlook and financial guidance, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
September 27, 2024	CORRESP	CORRESP September 27, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
September 27, 2024	CORRESP	September 27, 2024 September 27, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
August 30, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2024 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission F
August 30, 2024	EX-10.1	Nineteenth Amendment to Employment Agreement, dated August 27, 2024, by and between Adtran Networks SE and Christoph Glingener EXHIBIT 10.1 * CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***]. Amendment to Officer’s Employment Agreement – Dienstvertragsänderung für Vorstandsmitglied AMENDMENT TO OFFICER`S EMPLOYMENT AGREEMENT DIENS
August 30, 2024	EX-10.2	Tenth Amendment Employment Agreement, dated August 27, 2024, by and between Adtran Networks SE and Ulrich Dopfer (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed August 30, 2024) EXHIBIT 10.2 * CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***]. Amendment to Officer’s Employment Agreement – Dienstvertragsänderung für Vorstandsmitglied AMENDMENT TO OFFICER`S EMPLOYMENT AGREEMENT DIENS
August 9, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41446 ADTRAN Holdings, Inc.
August 6, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 05, 2024 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission F
August 6, 2024	EX-99.1	Condensed Consolidated Balance Sheets (In thousands) ADTRAN Holdings, Inc. reports second quarter 2024 financial results Huntsville, Alabama, USA. — August 05, 2024 — ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced its unaudited financial results for the second quarter of 2024. • Revenue: $226.0 million • Gross margin: o GAAP gross margin: 36.1%; Non-GAAP gross margin: 41.9% • Operating margin:
August 6, 2024	EX-99.2	Adtran Holdings Investor presentation August 6, 2024 Adtran Holdings Investor presentation August 6, 2024 Cautionary note regarding forward-looking statements Statements contained in this investor presentation which are not historical facts, such as those relating to expectations regarding future revenues; ADTRAN Holdings ability to reduce its inventory levels; ADTRAN Holdings’ potential funding opportunities; and ADTRAN Holdings’ strategy and outlook, outlook and financial guidance, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
August 2, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission Fil
June 28, 2024	11-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 [ ] TRANSITION REPORT PURSUANT TO SECTION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41446 ADTRAN, Inc. 401(k) RETIREMENT PLA
June 10, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2024 ADTRAN Holdings, Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2024 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission File
June 10, 2024	EX-10.5	ADVA Guaranty Agreement, dated as of June 4, 2024 by and between ADVA NA Holdings, Inc., Adtran Networks North America, Inc., Adtran Networks (UK) Limited, in favor of Wells Fargo Bank, National Association (incorporated by reference to exhibit 10.1 to the Company's Form 8-K filed June 10, 2024) EXHIBIT 10.5 EXECUTION VERSION ADVA GUARANTY AGREEMENT dated as of June 4, 2024, by and among ADVA NA HOLDINGS, INC., ADTRAN NETWORKS NORTH AMERICA INC., and ADTRAN NETWORKS (UK) LIMITED, each as an ADVA Subsidiary Guarantor, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent Table of Contents Page ARTICLE 1 DEFINED TERMS 1 SECTION 1.1 Definitions 1 SECTION 1.2 Other Defin
June 10, 2024	EX-10.6	ADVA Domestic Collateral Agreement, dated as of June 4, 2024, by and among ADVA NA Holdings, Inc., Adtran Networks North America, Inc., and Adtran Networks SE, in favor of Wells Fargo Bank, National Association (incorporated by reference to exhibit 10.1 to the Company's Form 8-K filed June 10, 2024) EXHIBIT 10.6 EXECUTION VERSION ADVA DOMESTIC COLLATERAL AGREEMENT dated as of June 4, 2024 by and among ADVA NA HOLDINGS, INC., and ADTRAN NETWORKS NORTH AMERICA INC., each as a U.S. Grantor, and ADTRAN NETWORKS SE., as a Non-U.S. Grantor, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent Table of Contents Page ARTICLE I DEFINED TERMS 1 SECTION 1.1 Terms Defined in the Un
June 10, 2024	EX-10.1	Fourth Amendment to Credit Agreement, dated as of June 4, 2024, by and among ADTRAN Holdings, Inc., ADTRAN, Inc., Adtran Networks SE, Wells Fargo Bank, National Association, and the lenders party thereto (incorporated by reference to exhibit 10.1 to the Company's Form 8-K filed June 10, 2024) EXHIBIT 10.1 EXECUTION VERSION FOURTH AMENDMENT TO CREDIT AGREEMENT FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 4, 2024, among ADTRAN, INC., a Delaware corporation (the “US Borrower”), ADTRAN NETWORKS SE, a European stock corporation incorporated under the law of the European Union and Germany (“ADVA”), ADTRAN HOLDINGS, INC., a Delaware corporation (“Holdings”), the L
May 22, 2024	EX-1.01	Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 Conflict Minerals Report of ADTRAN Holdings, Inc. Company Overview ADTRAN Holdings, Inc. (NASDAQ:ADTN) (“ADTRAN” or the “Company”) is a leading global provider of networking and communications platforms, software, systems and services focused on the broadband access market, serving a diverse domestic and international customer base in multiple countries that includes large, medium and
May 22, 2024	SD	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ADTRAN Holdings, Inc. (Exact name of Registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ADTRAN Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware (State of Incorporation) 001-41446 (Commission file number) 87-2164282 (I.R.S. Employer Identification Number) 901 Explorer Boulevard, Huntsville, Alabama 35806-2807 (Address of principal executive office
May 10, 2024	EX-FILING FEES	Filing Fee Table Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) ADTRAN Holdings, Inc.
May 10, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41446 ADTRAN Holdings, Inc.
May 10, 2024	S-8	As filed with the Securities and Exchange Commission on May 10, 2024 As filed with the Securities and Exchange Commission on May 10, 2024 Registration No.
May 10, 2024	S-8	As filed with the Securities and Exchange Commission on May 10, 2024 As filed with the Securities and Exchange Commission on May 10, 2024 Registration No.
May 10, 2024	EX-FILING FEES	Filing Fee Table Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) ADTRAN Holdings, Inc.
May 9, 2024	EX-10.1	ADTRAN Holdings, Inc. 2024 Employee Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed May 9, 2024) Exhibit 10.1 ADTRAN HOLDINGS, INC. 2024 employee STOCK INCENTIVE PLAN ARTICLE I PLAN INFORMATION 1.1 General Purpose. The purpose of the Plan is to further the growth and development of the Company by offering employees and key service providers and advisors of the Company and its Subsidiaries the opportunity to own a proprietary interest in the Company. The Company intends that the Plan will prov
May 9, 2024	EX-10.2	ADTRAN Holdings, Inc. 2024 Directors Stock Plan (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed May 9, 2024) exhibit 10.2 ADTRAN Holdings, INC. 2024 DIRECTORS STOCK PLAN ARTICLE I Purpose 1.1 General Purpose. The purpose of this Plan is to further the growth and development of the Company by encouraging Directors who are not employees of the Company to obtain a proprietary interest in the Company by owning its stock. The Company intends that the Plan will provide such Persons with an added incentive to c
May 9, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 08, 2024 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission File
May 7, 2024	EX-99.1	Condensed Consolidated Balance Sheets (In thousands) EXHIBIT 99.1 ADTRAN Holdings, Inc. reports first quarter 2024 financial results • Q1 revenue above mid-point of guidance; non-GAAP profitability in line with guidance • $53 million sequential improvement in GAAP operating cash flow Huntsville, Alabama, USA. — May 06, 2024 — ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced its unaudited financia
May 7, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission File
May 7, 2024	EX-99.2	Adtran Holdings Investor presentation May 7, 2024 Adtran Holdings Investor presentation May 7, 2024 Cautionary note regarding forward-looking statements Statements contained in this investor presentation which are not historical facts, such as those relating to expectations regarding operating loss, net loss, expenses and margin; ADTRAN Holdings customer win rate and the ongoing expansion of its Mosaic One Platform; the ability of ADTRAN Holdings
May 3, 2024	EX-99.1	notification pursuant to Article 17 of Regulation (EU) No. 596/2014 EXHIBIT 99.1 Ad-hoc notification pursuant to Article 17 of Regulation (EU) No. 596/2014 ADTRAN Holdings, Inc.: Non-cash goodwill impairment for the first quarter 2024 in an estimated amount of $293 million; no impact on non-GAAP results and cash flow for the first quarter 2024 Huntsville, Alabama (United States of America). May 3, 2024 (CT) In connection with the preparation of its consolidated fi
May 3, 2024	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2024 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission File
April 17, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2024 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission Fi
April 4, 2024	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of
March 27, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for
March 27, 2024	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for
March 25, 2024	SC 13G	ADTN / ADTRAN Holdings, Inc. / Divisar Capital Management LLC Passive Investment SC 13G 1 adtn13gv3.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* ADTRAN Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 00486H105 (CUSIP Number) March 15, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat
March 15, 2024	EX-99.2	Adtran Holdings Investor presentation March 15, 2024 On February 26, 2024, ADTRAN Holdings, Inc. (the “Company”) issued a press release (the “February 26th Press Release”) announcing its preliminary financial results for the fourth quarter and twelve months ended December 31, 2023 (the “Preliminary Financial Results”). The February 26th Press Release and an accompanying investor presentation were attached as Exhibits 99.1 and 99.2, respectively, to
March 15, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 ADTRAN Holdings, I UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission Fi
March 15, 2024	EX-10.5	Third Amendment to Credit Agreement, dated as of March 12, 2024, by and among ADTRAN Holdings, Inc., ADTRAN, Inc., Wells Fargo Bank, National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-K filed March 15, 2024) Exhibit 10.5 THIRD AMENDMENT TO CREDIT AGREEMENT THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 12, 2024, among ADTRAN, INC., a Delaware corporation (the “Borrower”), ADTRAN HOLDINGS, INC., a Delaware corporation (“Holdings”), the Lenders (as defined below) party hereto (constituting the Required Lenders) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agen
March 15, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 12liability of warranty UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 15, 2024	EX-21	Subsidiaries of ADTRAN. Exhibit 21 SUBSIDIARIES OF ADTRAN HOLDINGS, INC. December 31, 2023 Name of Subsidiary Country or State of Incorporation ADTRAN Networks Pty. Ltd Australia ADTRAN Networks Comunicações Ltda. Brazil ADTRAN Canada, Inc. Canada ADTRAN d.o.o. Croatia ADTRAN, Inc. State of Delaware ADTRAN International, Inc. State of Delaware ADTRAN Networks Worldwide, Inc. State of Delaware ADTRAN Networks, LLC State o
March 15, 2024	EX-24	Powers of Attorney. Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director of ADTRAN Holdings, Inc.
March 15, 2024	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No.
March 15, 2024	EX-99.1	Final Financial Results for the Fourth Quarter and Twelve Months Ended December 31, 2023 EXHIBIT 99.1 Final Financial Results for the Fourth Quarter and Twelve Months Ended December 31, 2023 On February 26, 2024, ADTRAN Holdings, Inc. (the “Company”) issued a press release (the “February 26th Press Release”) announcing its preliminary financial results for the fourth quarter and twelve months ended December 31, 2023 (the “Preliminary Financial Results”). The February 26th Press Releas
March 15, 2024	EX-99.3	Supplemental Non-GAAP Financial Measures EXHIBIT 99.3 Supplemental Non-GAAP Financial Measures ADTRAN Holdings, Inc. (the “Company”) is providing the following tables to present certain non-GAAP information for the reporting periods covered in the Company’s Quarterly Reports on Form 10-Q/A (the “Amended Quarterly Reports”) for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023, which were filed with the Securities an
March 15, 2024	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No.
March 15, 2024	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No.
February 29, 2024	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 001-41446 CUSIP Number 00486H105 ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repor
February 27, 2024	EX-99.2	Adtran Holdings Investor presentation February 27, 2024 Adtran Holdings Investor presentation February 27, 2024 Cautionary note regarding forward-looking statements Statements contained in this presentation which are not historical facts, such as those relating to expectations regarding earnings, expenses and margin; the ability of ADTRAN Holdings, Inc.
February 27, 2024	EX-99.1	Condensed Consolidated Balance Sheets (Preliminary, Unaudited) (In thousands) EXHIBIT 99.1 ADTRAN Holdings, Inc. reports preliminary fourth quarter 2023 financial results • Preliminary Q4 revenue at $225.5 million and at mid-point of guidance • Sequential improvement in preliminary GAAP and non-GAAP operating expenses in Q4, with a 7.6% reduction in GAAP operating expenses and a 15.1% reduction in non-GAAP operating expenses respectively Huntsville, Alabama, USA. — February
February 27, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2024 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission
February 20, 2024	8-K	Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2024 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission
February 12, 2024	SC 13G	US00486H1059 / ADTRAN, Inc. / WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC - SC 13G Passive Investment SC 13G 1 tm245766d14sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* ADTRAN Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 00486H105 (CUSIP Numbe
February 12, 2024	SC 13G/A	US00486H1059 / ADTRAN, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0014-adtranholdingsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: ADTRAN Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 00486H105 Date of Event Which Requires Filing of this Statement: January 31, 2024 Check the appropriate box to designa
February 12, 2024	SC 13G/A	US00486H1059 / ADTRAN, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0014-adtranholdingsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: ADTRAN Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 00486H105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to design
January 22, 2024	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission
January 22, 2024	EX-10.1	Second Amendment to Credit Agreement and First Amendment to Collateral Agreement, dated as of January 16, 2024, by and among ADTRAN Holdings, Inc., ADTRAN, Inc., Wells Fargo Bank, National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed January 22, 2024) EXHIBIT 10.1 EXECUTION VERSION SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO COLLATERAL AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO COLLATERAL AGREEMENT (this “Amendment”), dated as of January 16, 2024, among ADTRAN, INC., a Delaware corporation (the “Borrower”), ADTRAN HOLDINGS, INC., a Delaware corporation (“Holdings”), the Lenders (as defined below) party
December 6, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission
December 6, 2023	EX-10.1	Separation Agreement, dated December 4, 2023, by and between the Company and Ronald D. Centis (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed December 6, 2023) EXHIBIT 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE Ronald Centis (“Employee”) and ADTRAN, Inc. (“Employer”) enter into this Separation Agreement and General Release (“Agreement”): 1. Employee and Employer agree as follows: a. Employee and Employer acknowledge that Employee is currently employed as Senior Vice President, Services with Employer and Employee’s employment with Employer will end as
December 5, 2023	EX-10.3	Form of Stock Option Award Agreement under the ADTRAN, Inc. 2020 Employee Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed December 5, 2023) EX-10.3 EXHIBIT 10.3 ADTRAN HOLDINGS, INC. AMENDED AND RESTATED 2020 EMPLOYEE STOCK INCENTIVE PLAN EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT NONQUALIFIED STOCK OPTION (the “Option”) granted on [ ] (the “Date of Grant”), by ADTRAN Holdings, Inc., a Delaware corporation (the “Corporation”), to [ ] (the “Grantee”). 1. GRANT OF OPTION. The Corporation hereby grants to the Grantee the irrevocable Op
December 5, 2023	EX-10.2	Ninth Amendment, dated December 4, 2023, to the Employment Agreement by and between Adtran Networks SE and Ulrich Dopfer (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed December 5, 2023) EX-10.2 EXHIBIT 10.2 Amendment to Officer’s Employment Agreement – Dienstvertragsänderung für Vorstandsmitglied AMENDMENT TO OFFICER`S EMPLOYMENT DIENSTVERTRAGSÄNDERUNG AGREEMENT VORSTANDSMITGLIED Adtran Networks SE, Martinsried/Meiningen - hereinafter the “Company” – - im Folgenden die “Gesellschaft” - represented by the Supervisory Board vertreten durch den Aufsichtsrat and und Mr./Herrn Ulrich
December 5, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2023 ADTRAN Holdings, UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission
December 5, 2023	EX-10.1	Eighteenth Amendment, dated December 4, 2023, to the Service Agreement by and between Adtran Networks SE and Christoph Glingener (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed December 5, 2023 EX-10.1 EXHIBIT 10.1 Amendment to Officer’s Employment Agreement – Dienstvertragsänderung für Vorstandsmitglied AMENDMENT TO OFFICER`S EMPLOYMENT AGREEMENT DIENSTVERTRAGSÄNDERUNG VORSTANDSMITGLIED Adtran Networks SE, Martinsried/Meiningen - hereinafter the “Company” – - im Folgenden die “Gesellschaft” - represented by the Supervisory Board vertreten durch den Aufsichtsrat and und Mr./Herrn Dr. Chr
November 9, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41446 ADTRAN Holdings, Inc.
November 7, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission
November 7, 2023	EX-99.1	Condensed Consolidated Balance Sheets (In thousands) September 30, 2023 December 31, 2022 Assets Current Assets Cash and cash equivalents $ 116,092 $ 108,644 Short-term investments — 340 Accounts receivable, net 229,333 279,435 Other receivables 24,3 Exhibit 99.1 ADTRAN Holdings, Inc. reports third quarter 2023 financial results and announces business efficiency program • Q3 revenue at $272.3 million with sequential improvement in GAAP and non-GAAP operating expenses • 15% projected reduction in non-GAAP operating expenses in Q4 2023 as compared to Q3 2023 • Targeting positive non-GAAP operating margin for the second quarter 2024 • Expected re
November 7, 2023	EX-99.3	notification pursuant to Article 17 of Regulation (EU) No. 596/2014 Exhibit 99.3 Ad-hoc notification pursuant to Article 17 of Regulation (EU) No. 596/2014 ADTRAN Holdings, Inc.: ADTRAN announces deviation from Q4 2023 consensus and the suspension of dividend payments Huntsville, Alabama (United States of America). November 6, 2023 (CT) Based on the current business development, ADTRAN Holdings, Inc. (“ADTRAN Holdings” or the “Company”) (NASDAQ: ADTN; FSE: QH9) co
November 7, 2023	EX-99.2	Cautionary note regarding forward-looking statements Statements contained in this presentation which are not historical facts, such as those relating to expectations regarding earnings, expenses and margin; the ability of ADTRAN Holdings, Inc. (“ADTR Exhibit 99.2 Adtran Holdings November 06, 2023 Investor presentation Cautionary note regarding forward-looking statements Statements contained in this presentation which are not historical facts, such as those relating to expectations regarding earnings, expenses and margin; the ability of ADTRAN Holdings, Inc. (“ADTRAN Holdings”) to reduce expenses in the coming year and the amount thereof throug
October 24, 2023	EX-10.2	ADTRAN Holdings, Inc. Amended and Restated Clawback Policy (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed October 24, 2023) Exhibit 10.2 AMENDED AND RESTATED CLAWBACK POLICY On January 18, 2011, the Board of Directors (the “Board”) of ADTRAN, Inc., the predecessor of ADTRAN Holdings, Inc. (the “Company”), formally approved, upon the recommendation of the Compensation Committee of the Board (the “Committee”), this policy of recoupment for incentive-based compensation in certain circumstances (this “Policy”). This Policy
October 24, 2023	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission
October 24, 2023	EX-3.1	Second Amended and Restated Bylaws of ADTRAN Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed October 24, 2023) Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF ADTRAN HOLDINGS, INC. ARTICLE I OFFICES Section 1.1 Location. The address of the registered office of the Corporation in the State of Delaware and the name of the registered agent at such address shall be as specified in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent Certificate of Change filed pursuan
October 24, 2023	EX-10.1	ADTRAN Holdings, Inc. Policy for the Recovery of Erroneously Awarded Incentive Based Compensation (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed October 24, 2023) Exhibit 10.1 ADTRAN HOLDINGS, INC. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1. Purpose. The purpose of this Policy is to describe the circumstances in which Executive Officers will be required to repay, return, or forfeit Erroneously Awarded Compensation to the Company. This Policy shall be interpreted to comply with Rule 10D-1 promulgated under the Securities Exchange Act of 19
October 17, 2023	EX-99.1	ADTRAN Holdings announces preliminary results for the third quarter of 2023 Exhibit 99.1 ADTRAN Holdings announces preliminary results for the third quarter of 2023 Huntsville, Alabama, USA. – October 16, 2023 — ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced certain preliminary unaudited financial results for the quarter ended September 30, 2023. All results in this release are approximate due to the preliminary natu
October 17, 2023	EX-99.2	notification pursuant to Article 17 of Regulation (EU) No. 596/2014 Exhibit 99.2 Ad-hoc notification pursuant to Article 17 of Regulation (EU) No. 596/2014 ADTRAN Holdings, Inc.: Preliminary Q3 2023 revenue below guidance but non-GAAP operating margin within guidance Huntsville, Alabama (United States of America). October 16, 2023 (CT) During the preparation of the nine-month report 2023 of ADTRAN Holdings, Inc. (“ADTRAN Holdings” or the “Company”) (NASDAQ: ADTN;
October 17, 2023	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission
September 29, 2023	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commissio
August 14, 2023	EX-99.1	Corrected Financial Information EX-99.1 Exhibit 99.1 Corrected Financial Information On August 6, 2023, ADTRAN Holdings, Inc. (the “Company”) issued a press release that reported the Company’s financial results for the fiscal quarter and six months ended June 30, 2023 (the “Earnings Release”). A copy of the Earnings Release was attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K that was furnished to the Securit
August 14, 2023	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 12liability of warranty UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
August 14, 2023	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No.
August 14, 2023	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No.
August 14, 2023	8-K/A	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-41446 87-2164282 (State or Other Jurisdiction of Incorporati
August 14, 2023	EX-10.7	First Amendment to Credit Agreement, dated August 9, 2023, by and between ADTRAN Holdings, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.7 to the Company's Form 10-Q filed August 14, 2023) Exhibit 10.7 Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 9, 2023, among, ADTRAN, INC., a Delaware corporation (the “Borrower”), ADTRAN HOLDINGS, INC., a Delaware corporation (“Holdings”), the Subsidiary Guarantors (as defined in the Credit Agreement referred to below) party hereto, the Lenders (as defined below) p
August 14, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41446 ADTRAN Holdings, Inc.
August 10, 2023	EX-99.1	ADTRAN Holdings, Inc. Announces Corrected EX-99.1 EXHIBIT 99.1 ADTRAN Holdings, Inc. Announces Corrected Ex-Dividend Date for Second Quarter Cash Dividend – Payment Amount, Payable Date and Record Date Unchanged HUNTSVILLE, AL — (August 10, 2023) — ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced a correction to the ex-dividend date for the cash dividend for the second quarter of 2023,
August 10, 2023	8-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporati
August 10, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 ADTRAN Holdings, UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission F
August 10, 2023	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 000-41446 CUSIP Number 00486H105 (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐
August 7, 2023	EX-99.2	notification pursuant to Article 17 of Regulation (EU) No. 596/2014 EX-99.2 Exhibit 99.2 Ad-hoc notification pursuant to Article 17 of Regulation (EU) No. 596/2014 ADTRAN Holdings, Inc.: Guidance for the third quarter of 2023 expected to deviate from analyst consensus Huntsville, Alabama (United States of America). August 7, 2023 Based on the financial results for the second quarter of 2023 and the first half year of 2023, ADTRAN Holdings, Inc. (“ADTRAN Holdings”
August 7, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2023 ADTRAN Holdings, I UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission Fi
August 7, 2023	EX-99.1	Condensed Consolidated Balance Sheets (In thousands) June 30, December 31, 2023 2022 Assets Current Assets Cash and cash equivalents $ 124,294 $ 108,644 Short-term investments 3,089 340 Accounts receivable, net 239,565 279,435 Other receivables 32,39 EX-99.1 Exhibit 99.1 ADTRAN Holdings, Inc. reports second quarter 2023 results HUNTSVILLE, AL — (August 06, 2023) — ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced its financial results for the second quarter of 2023. For the quarter, revenue was $327.4 million, up 90% year-over-year and 1% quarter-over-quarter. Net loss attributable to the Co
June 28, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2023 ADTRAN Holdings, In UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission Fil
June 28, 2023	11-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 [ ] TRANSITION REPORT PURSUANT TO SECTION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41446 ADTRAN, Inc. 401(k) RETIREMENT PLA
June 28, 2023	EX-10.1	Consulting Agreement, dated June 28, 2023, by and between ADTRAN Holdings, Inc. and Michael Foliano (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed June 28, 2023) EX-10.1 Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made and entered into on June 28, 2023, by and between ADTRAN, Inc., a Delaware corporation (the “Company”), and Michael K. Foliano, a resident of the State of Alabama (“Consultant” and, together with the Company, the “Parties”). Recitals: A. Consultant served as the Chief Financial Officer of ADTRAN Holdings
June 1, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2023 ADTRAN Holdings, Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission File
June 1, 2023	EX-10.3	Exhibit 1 to the Seventeenth Amendment, dated March 28, 2023 and executed May 31, 2023, to the Employment Agreement by and between Adtran Networks SE and Christoph Glingener (incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed June 1, 2023). EX-10.3 Exhibit 10.3 * CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***]. EXHIBIT 1 to Amendment to Officer’s Employment Agreement of Christoph Glingener as of March 28, 2023 Christoph Glingener shall recei
June 1, 2023	EX-10.1	Eighth Amendment, dated May 26, 2023 including Exhibit 1 thereto, to the Employment Agreement by and between Adtran Networks SE and Ulrich Dopfer (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed June 1, 2023) EX-10.1 Exhibit 10.1 * CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***]. Amendment to Officer’s Employment Agreement – Dienstvertragsänderung für Vorstandsmitglied AMENDMENT TO OFFICER`S EMPLOYMENT AGREEME
May 30, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission File
May 26, 2023	EX-1.01	Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 Conflict Minerals Report of ADTRAN Holdings, Inc. Company Overview ADTRAN Holdings, Inc. (NASDAQ:ADTN) (“ADTRAN” or the “Company”) is a leading global provider of networking and communications platforms and services focused on the broadband access market, serving a diverse domestic and international customer base in multiple countries that includes Tier-1, -2 and -3 service providers,
May 26, 2023	SD	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ADTRAN Holdings, Inc. (Exact name of Registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ADTRAN Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware (State of Incorporation) 001-41446 (Commission file number) 87-2164282 (I.R.S. Employer Identification Number) 901 Explorer Boulevard, Huntsville, Alabama 35806-2807 (Address of principal executive office
May 15, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission File
May 10, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41446 ADTRAN Holdings, Inc.
May 10, 2023	EX-4	Description of Securities (incorporated by reference to Exhibit 4.1 to the Company's Form 10-Q filed May 10, 2023) Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of our securities is intended as a summary only. This description is based the certificate of incorporation, as amended (the “Certificate of Incorporation”) of ADTRAN Holdings, Inc. (the “Company”), the Company’s bylaws, as amended and restated (
May 9, 2023	EX-99	Condensed Consolidated Balance Sheets (In thousands) EXHIBIT 99.1 ADTRAN Holdings, Inc. Reports Earnings for the First Quarter of 2023 and Declares Quarterly Cash Dividend HUNTSVILLE, Ala. — (May 8, 2023) — ADTRAN Holdings, Inc., (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”), today announced its financial results for the first quarter of 2023. For the quarter, revenue was $323.9 million. Net loss inclusive of the non-controlling i
May 9, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission File
May 3, 2023	DEFA14A	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 (Amendment No. ) 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 (Amendment No. ) Filed by the Registrant ☒ 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)) ☐ Defin
April 11, 2023	EX-99.1	Three Months Ended March 31, 2023 EX-99.1 Exhibit 99.1 ADTRAN Holdings Announces Preliminary Results for the First Quarter of 2023 Huntsville, Alabama, USA. – April 10, 2023 — ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced certain preliminary unaudited financial results for the quarter ended March 31, 2023. All figures in this release are approximate due to the preliminary na
April 11, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 ADTRAN Holdings, I UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission Fi
April 3, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2023 ADTRAN Holdings, I UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission Fi
April 3, 2023	EX-10.2	Seventeenth Amendment, dated March 28, 2023, to Employment Agreement by and between ADVA Optical Networking SE and Christoph Glingener (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed April 3, 2023) EX-10.2 Exhibit 10.2 Amendment to Officer’s Employment Agreement – Dienstvertragsänderung für Vorstandsmitglied AMENDMENT TO OFFICER`S EMPLOYMENT AGREEMENT DIENSTVERTRAGSÄNDERUNG VORSTANDSMITGLIED ADVA Optical Networking SE, Martinsried/Meiningen – hereinafter the “Company” – – im Folgenden die “Gesellschaft” – represented by the Supervisory Board vertreten durch den Aufsichtsrat and und Mr./Herrn
April 3, 2023	EX-10.1	First Amendment to the CEO Employment Agreement dated March 29, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed April 3, 2023) EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of March 29, 2023, by and between Thomas R. Stanton, an individual resident of the State of Alabama (the “Executive”), and ADTRAN Holdings, Inc., a Delaware corporation (the “Company”). WHEREAS, the Executive, the Company, and ADTRAN, Inc., a Del
April 3, 2023	EX-10.3	Employment Agreement, dated September 29, 2006 and Amendment Nos. 1-16, by and between ADVA Optical Networking SE and Christoph Glingener (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed April 3, 2023) EX-10.3 Exhibit 10.3 Officer’s Employment Agreement - Dienstvertrag für Vorstandsmitglieder OFFICER’S EMPLOYMENT AGREEMENT DIENSTVERTRAG für VORSTANDSMITGLIEDER The following Officer’s Employment Agreement is concluded between Folgender Anstellungsvertrag wird geschlossen zwischen ADVA AG Optical Networking, Martinsried/Meiningen - hereinafter the “Company” - - im folgenden die “Gesellschaft” - re
March 30, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2023 ADTRAN Holdings, I UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission Fi
March 30, 2023	EX-10.1	Employment Agreement, dated January 28, 2015, and Amendment Nos. 1-9, by and between ADVA Optical Networking SE and Ulrich Dopfer (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed March 30, 2023). EX-10.1 2 d446533dex101.htm EX-10.1 Exhibit 10.1 Officer’s Employment Agreement - Dienstvertrag für Vorstandsmitglieder OFFICER’S EMPLOYMENT DIENSTVERTRAG AGREEMENT für VORSTANDSMITGLIEDER The following officer’s Employment Agreement is concluded between Folgender Anstellungsvertrag wird geschlossen zwischen ADVA Optical Networking SE, Martinsried/Meiningen - hereinafter the “Company” - - im folge
March 28, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 DEFA14A 1 d305204ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Prox
March 28, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid
March 1, 2023	EX-10	Amended and Restated ADTRAN Holdings, Inc. 2020 Directors Stock Plan Exhibit 10.1(u) ADTRAN HOLDINGS, INC. 2020 DIRECTORS STOCK PLAN Originally effective May 13, 2020 Amended and Restated Effective January 24, 2023 ADTRAN Holdings, INC. AMENDED AND RESTATED 2020 DIRECTORS STOCK PLAN ARTICLE I Purpose 1.1 Background. ADTRAN, Inc. (“ADTRAN, Inc.”), predecessor to ADTRAN Holdings, Inc. (the “Company”), initially adopted this equity incentive plan for the benefit of it
March 1, 2023	EX-10	Form of 2022 Integration Award Agreement for ADTRAN Holdings, Inc. Exhibit 10.1(ag) ADTRAN HOLDINGS, INC. 2023 integration award AGREEMENT This 2023 Integration Award Agreement (this “Agreement”) sets forth the specified terms of a grant of a special integration award (the “Integration Award”) in connection with the business combination (the “Business Combination”) between ADTRAN Holdings, Inc. (the “Company”) and ADVA Optical Networking SE. Specifically, the app
March 1, 2023	EX-21	Subsidiaries of ADTRAN. Exhibit 21 SUBSIDIARIES OF ADTRAN HOLDINGS, INC. December 31, 2022 Name of Subsidiary Country or State of Incorporation ADTRAN Networks Pty. Ltd Australia ADTRAN Networks Comunicações Ltda. Brazil ADTRAN Canada, Inc. Canada ADTRAN d.o.o. Croatia ADTRAN International, Inc. State of Delaware ADTRAN Networks Worldwide, Inc. State of Delaware ADTRAN Networks, LLC State of Delaware Bluesocket, Inc. Sta
March 1, 2023	EX-24	Powers of Attorney. Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director of ADTRAN Holdings, Inc.
March 1, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 12liability of warranty UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 1, 2023	EX-10	Amended and Restated ADTRAN Holdings, Inc. 2020 Employee Stock Incentive Plan. Exhibit 10.1(t) adtran HOLDINGS, INC. 2020 EMPLOYEE STOCK INCENTIVE PLAN Originally effective May 13, 2020 Amended and Restated Effective July 8, 2022 ADTRAN HOLDINGS, INC. AMENDED AND RESTATED 2020 employee STOCK INCENTIVE PLAN ARTICLE I PLAN INFORMATION 1.1 Background. ADTRAN, Inc. (the “ADTRAN, Inc.”), predecessor to ADTRAN Holdings, Inc. (the “Company”), initially adopted this equity incentive
February 21, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2023 ADTRAN Holdings UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission
February 21, 2023	EX-99	Condensed Consolidated Balance Sheets (Preliminary, Unaudited) (In thousands) EXHIBIT 99.1 ADTRAN Holdings, Inc. Reports Preliminary Earnings for the Fourth Quarter of 2022 and Declares Quarterly Cash Dividend HUNTSVILLE, Ala. — (February 20, 2023) — ADTRAN Holdings, Inc., (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”), today announced preliminary and unaudited financial results for the fourth quarter of 2022. All figures in this release are approximate du
February 9, 2023	SC 13G/A	US00486H1059 / ADTRAN, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: ADTRAN Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 00486H105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
February 8, 2023	8-K	Termination of a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission
January 26, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission
January 26, 2023	EX-10.1	Amended and Restated Variable Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed January 26, 2023) Exhibit 10.1 ADTRAN HOLDINGS, INC. AMENDED AND RESTATED VARIABLE INCENTIVE COMPENSATION PLAN (originally effective January 1, 2006) (Last Amended and Restated January 24, 2023) Section 1. Purpose. 1.1 Background. The Company originally adopted the ADTRAN, Inc. Management Incentive Bonus Plan under a plan document adopted by the Board of Directors (the “Board”) of the Company on January 23, 2006 an
January 26, 2023	EX-10.2	Form of VICC Award Letter – Quarterly Bonus Program (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed January 26, 2023) Exhibit 10.2 [Date] Dear [Recipient Name]: I am pleased to inform you that you have been selected to participate in the Adtran Incentive Bonus Plan for Q1 2023. Your target bonus amount is [Percentage]% of your 2023 quarterly base salary. This one-time bonus payment will be calculated as described in the Adtran Variable Incentive Cash Compensation (VICC) Program (Exhibit A). In accordance with the
January 19, 2023	EX-99.1	Domination and Profit and Loss Transfer Agreement Between ADVA Optical Networking SE and ADTRAN Holdings, Inc., Has Been Registered in the Commercial Register Exhibit 99.1 Domination and Profit and Loss Transfer Agreement Between ADVA Optical Networking SE and ADTRAN Holdings, Inc., Has Been Registered in the Commercial Register January 17, 2023 HUNTSVILLE, Ala.—(BUSINESS WIRE)— The domination and profit and loss transfer agreement (the “DPLTA”) between ADVA Optical Networking SE (“ADVA”) as dependent company and ADTRAN Holdings, Inc. (NASDAQ: ADTN and
January 19, 2023	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2023 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission
December 23, 2022	EX-4.4	Form of Subordinated Indenture EX-4.4 3 d429321dex44.htm EX-4.4 Exhibit 4.4 ADTRAN HOLDINGS, INC. and , as Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c)
December 23, 2022	EX-4.3	Form of Senior Indenture Exhibit 4.3 ADTRAN HOLDINGS, INC. and , as Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) In
December 23, 2022	S-3ASR	As filed with the Securities and Exchange Commission on December 23, 2022 Table of Contents As filed with the Securities and Exchange Commission on December 23, 2022 Registration No.
December 23, 2022	EX-4.6	Form of Subordinated Note Exhibit 4.6 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE
December 23, 2022	EX-FILING FEES	Filing Fee Table EX-FILING FEES 10 d429321dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) ADTRAN Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggr
December 23, 2022	EX-4.5	Form of Senior Note Exhibit 4.5 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
December 23, 2022	EX-24.1	Powers of Attorney Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned director of ADTRAN Holdings, Inc. (the ?Company?) constitutes and appoints Thomas R. Stanton and Michael K. Foliano, and each of them severally, his true and lawful attorneys-in-fact and agents with full and several power of substitution, for him and in his name, place and stead, in any and all capacities, to sign
December 5, 2022	EX-10.1	Domination and Profit and Loss Transfer Agreement between ADTRAN Holdings, Inc. and ADVA Optical Networking SE, dated November 30, 2022 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed December 5, 2022) Exhibit 10.1 Beherrschungs- und Gewinnabf?hrungsvertrag Domination and Profit and Loss Transfer Agreement zwischen by and between ADVA Optical Networking SE M?rzenquelle 1-3, 98617 Meinigen OT Drei?igacker eingetragen im Handelsregister des Amtsgerichts Jena (HRB 508155) registered at the commercial register of the local court Jena (HRB 508155) ? ADVA ? und and ADTRAN Holdings, Inc., Corporation T
December 5, 2022	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2022 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission
November 9, 2022	EX-10.4	Syndicated Credit Agreement Note Payable, date September 23, 2018, by and among ADVA Optical Networking SE, Bayerische Landesbank, and Deutsche Bank AG non-binding English translation Exhibit 10.4 Non-Binding English Translation September 25, 2018 ADVA Optical Networking SE (as borrower) and Bavarian State Bank and Deutsche Bank AG branch Germany business (as Mandated Lead Arrangers, Bookrunners and Joint coordinators) the financial institutions named in the loan agreement (as lenders) and Deutsche Bank Luxembourg S.A. (as agent) SYNOPSIS LOAN AGREEMENT Reuterweg 20 60323 Frank
November 9, 2022	8-K/A	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorpo
November 9, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41446 ADTRAN Holdings, Inc.
November 8, 2022	EX-99.1	Condensed Consolidated Balance Sheets (In thousands) EXHIBIT 99.1 ADTRAN Holdings, Inc. Reports Earnings for the Third Quarter of 2022 and Declares Quarterly Cash Dividend HUNTSVILLE, Ala. ? (November 7, 2022) ? ADTRAN Holdings, Inc., (NASDAQ: ADTN and FSE: QH9) (?ADTRAN Holdings? or the ?Company?), today announced financial results for the third quarter of 2022. For the quarter, revenue was $340.7 million. Net loss inclusive of the non-controlling
November 8, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission
October 26, 2022	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2022 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission
October 25, 2022	8-K/A	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (AMENDMENT NO. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2022 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorpo
October 25, 2022	EX-99.1	Supplemental Information Reconciliation of Preliminary Gross Profit and Gross Margin to Preliminary Non-GAAP Gross Profit and Non-GAAP Gross Margin (In thousands) Three Months Ended September 30, 2022 Total Revenue $ 340,709 Cost of Revenue $ 242,741 EX-99.1 2 d252756dex991.htm EX-99.1 ADTRAN Holdings Announces Preliminary Results for the Third Quarter of 2022 HUNTSVILLE, Ala. - (October 24, 2022)— ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced certain preliminary financial results for the third quarter ended September 30, 2022. All figures in this release are approximate due to the preli
October 25, 2022	EX-99.1	Supplemental Information Reconciliation of Preliminary Gross Profit and Gross Margin to Preliminary Non-GAAP Gross Profit and Non-GAAP Gross Margin (In thousands) Three Months Ended September 30, 2022 Total Revenue $ 340,709 Cost of Revenue $ 242,741 ADTRAN Holdings, Inc. Announces Preliminary Results for the Third Quarter of 2022 HUNTSVILLE, Ala. - (October 24, 2022)? ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (?ADTRAN Holdings? or the ?Company?) today announced certain preliminary financial results for the third quarter ended September 30, 2022. All figures in this release are approximate due to the preliminary nature of the announcem
October 25, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2022 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission
October 18, 2022	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2022 ADTRAN Holdings, UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2022 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission
October 18, 2022	EX-99.1	notification pursuant to Article 17 of the Market-Abuse-Regulation (EU) No. 596/2014 EX-99.1 Exhibit 99.1 Ad-hoc notification pursuant to Article 17 of the Market-Abuse-Regulation (EU) No. 596/2014 ADTRAN Holdings, Inc.: Agreement on Final Draft of a Domination and Profit and Loss Transfer Agreement with ADTRAN Holdings, Inc. Huntsville, Alabama (United States of America), 18 October 2022 The board of directors of ADTRAN Holdings, Inc. (“ADTRAN Holdings”) and the management board
September 30, 2022	EX-99.3	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On August 30, 2021, ADTRAN, Inc. (?ADTRAN?), and ADVA Optical Networking SE, a European stock corporation incorporated under the laws of the European Union and Germany (?ADVA?), entered into a business combination agreement (the ?Business Combination Agreement?), pursuant to which both companies agreed to combine their respe
September 30, 2022	EX-99.1	ADVA OPTICAL NETWORKING SE INDEX TO CONSOLIDATED ADVA FINANCIAL STATEMENTS Exhibit 99.1 ADVA OPTICAL NETWORKING SE INDEX TO CONSOLIDATED ADVA FINANCIAL STATEMENTS Page Audited Consolidated Financial Statements Consolidated Statements of Financial Position as of December 31, 2021 and 2020 14 Consolidated Income Statements for the twelve months ended December 31, 2021, 2020 and 2019 15 Consolidated Statements of Comprehensive Income for the twelve months ended December 31,
September 30, 2022	EX-99.2	INDEX TO UNAUDITED CONSOLIDATED ADVA FINANCIAL STATEMENTS Exhibit 99.2 INDEX TO UNAUDITED CONSOLIDATED ADVA FINANCIAL STATEMENTS Page Unaudited Consolidated Financial Statements Consolidated Statements of Financial Position as of June 30, 2022 and December 31, 2021 78 Consolidated Income Statements for the three and six months ended June 30, 2022 and 2021 79 Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2022
September 30, 2022	8-K/A	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2022 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporat
September 30, 2022	EX-10.1	Settlement Agreement, dated August 4, 2022, by and between ADVA Optical Networking SE and Brian Protiva (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed September 30, 2022) Exhibit 10.1 SETTLEMENT AGREEMENT between ADVA Optical Networking SE Campus Martinsried Fraunhoferstrasse 9a 82152 Martinsried/Munich Deutschland/Germany (hereinafter the "Company") represented by its Supervisory Board, which again is represented by its chairman, Mr. Nikos Theodosopoulos and Mr. Brian L. Protiva Assenbucher Strasse 28 82335 Berg (hereinafter, ?Mr. Protiva") (the Company and Mr. Pr
August 5, 2022	EX-10.8	ADTRAN, Inc. Amended and Restated Variable Incentive Compensation Plan (incorporated by reference to Exhibit 10.8 to the Company's Form 10-Q filed August 5, 2022) Exhibit 10.8 ADTRAN, INC. AMENDED AND RESTATED VARIABLE INCENTIVE COMPENSATION PLAN (originally effective January 1, 2006) (Last Amended and Restated July 19, 2022) Section 1. Purpose. 1.1 Background. The Company originally adopted the ADTRAN, Inc. Management Incentive Bonus Plan under a plan document adopted by the Board of Directors (the ?Board?) of the Company on January 23, 2006 and effective
August 5, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41446 ADTRAN Holdings, Inc.
August 4, 2022	EX-99.1	Condensed Consolidated Balance Sheets (In thousands) EXHIBIT 99.1 ADTRAN Holdings, Inc. Reports Earnings for the Second Quarter of 2022 and Declares Quarterly Cash Dividend HUNTSVILLE, Ala. ? (August 3, 2022) ? ADTRAN Holdings, Inc., (NASDAQ: ADTN) (?ADTRAN? or the ?Company?), today announced financial results for the second quarter of 2022. For the quarter, revenue was $172.0 million. Net income for the second quarter of 2022 was $2.1 million and e
August 4, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2022 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission Fi
July 22, 2022	EX-10.1	Credit Agreement dated July 18, 2022, by and among ADTRAN Holdings, Inc. and ADTRAN, Inc. as borrowers, in favor of Wells Fargo Bank, National Association as lender (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed July 22, 2022) EXHIBIT 10.1 CREDIT AGREEMENT dated as of July 18, 2022, by and among ADTRAN HOLDINGS, INC., as Holdings, ADTRAN, INC., as Borrower, the Lenders referred to herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Lender WELLS FARGO SECURITIES, LLC, BOFA SECURITIES, INC., and DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCH?FT, as Joint Lead Ar
July 22, 2022	EX-10.2	Collateral Agreement dated July 18, 2022, by and among ADTRAN Holdings, Inc., ADTRAN, Inc., and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed July 22, 2022) EXHIBIT 10.2 COLLATERAL AGREEMENT dated as of July 18, 2022 by and among ADTRAN HOLDINGS, INC., as Holdings, ADTRAN, INC., as Borrower, and certain of its Subsidiaries of Holdings, as Grantors, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 1 Section 1.1 Terms Defined in the Uniform Commercial Code 1 Section 1.2 Definition
July 22, 2022	8-K	Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2022 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission Fil
July 22, 2022	EX-10.3	Guaranty Agreement dated July 18, 2022, by and between ADTRAN Holdings, Inc. and ADTRAN, Inc. in favor of Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed July 22, 2022) EXHIBIT 10.3 GUARANTY AGREEMENT dated as of July 18, 2022, by and among ADTRAN HOLDINGS, INC., as Holdings, ADTRAN, INC., as Borrower and Certain Subsidiaries of Holdings, as Guarantors, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent TABLE OF CONTENTS Page ARTICLE 1 DEFINED TERMS 1 Section 1.1 Definitions 1 Section 1.2 Other Definitional Provisions 1 ARTICLE 2 GUARANTY
July 21, 2022	15-12G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-24612 ADTRAN, Inc.* (Exact name of registrant as specified in its chart
July 20, 2022	EX-99.1	JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the Statement on Schedule 13D including any amendments thereto with respect to the shares of common stock, par value $0.01, of ADTRAN Holdings, Inc., and further agree that this Joint Filing Ag
July 20, 2022	SC 13D	ADTN / ADTRAN, Inc. / Protiva Brian - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) ADTRAN Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00486H105 (CUSIP Number) Peter K. Blume, Esq. Clark Hill PLC 301 Grant Street, 14th Floor Pittsburgh, PA 15219 (412) 394-7762 (Name, Address and Telephone Number of Person A
July 15, 2022	EX-10.1	(incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed July 15, 2022) (“CEO Employment Agreement”) EX-10.1 2 d287762dex101.htm EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of this 13th day of July, 2022 (the “Effective Date”), by and between Thomas R. Stanton, an individual resident of the State of Alabama (the “Executive”), ADTRAN Holdings, Inc., a Delaware corporation (“Holdings” or the “Company”), and ADTRAN, Inc., a Dela
July 15, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2022 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41446 87-2164282 (State or Other Jurisdiction of Incorporation) (Commission Fil
July 11, 2022	EX-4.1	Summary of Terms of Assumed Options (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 filed July 11, 2022) Exhibit 4.1 SUMMARY OF TERMS ADVA Optical Networking SE Stock Options Assumed by ADTRAN Holdings, Inc. With respect to those employees of ADVA Optical Networking SE (?ADVA?) who held stock options (?ADVA Options?) pursuant to the ADVA Stock Option Right Program 2011 and applicable option rights agreements entered into thereunder (together, the ?ADVA Option Agreements?) and who have elected for the
July 11, 2022	8-K12B	Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2022 (July 8, 2022) ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-24612 87-2164282 (State or Other Jurisdiction of Incorporation)
July 11, 2022	S-8	As filed with the Securities and Exchange Commission on July 11, 2022 As filed with the Securities and Exchange Commission on July 11, 2022 Registration No.
July 11, 2022	EX-FILING FEES	Filing Fee Table Exhibit 107.1 CALCULATION OF FILING FEE TABLES FORM S-8 (Form Type) ADTRAN HOLDINGS, INC. (Exact name of registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)(2) Proposed Maximum Offering Price Per Share (3) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Equity Shares of c
July 11, 2022	S-8	As filed with the Securities and Exchange Commission on July 11, 2022 As filed with the Securities and Exchange Commission on July 11, 2022 Registration No.
July 11, 2022	EX-FILING FEES	Filing Fee Table Exhibit 107.1 CALCULATION OF FILING FEE TABLES FORM S-8 (Form Type) ADTRAN HOLDINGS, INC. (Exact name of registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)(2) Proposed Maximum Offering Price Per Share (3) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Shares of common s
July 8, 2022	S-8 POS	As filed with the Securities and Exchange Commission on July 8, 2022 As filed with the Securities and Exchange Commission on July 8, 2022 Registration No.
July 8, 2022	S-8 POS	As filed with the Securities and Exchange Commission on July 8, 2022 S-8 POS 1 d317551ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on July 8, 2022 Registration No. 333-249726 Registration No. 333-249725 Registration No. 333-215218 Registration No. 333-168419 Registration No. 333-133927 Registration No. 333-126734 Registration No. 333-66000 Registration No. 333-41458 Registration No. 333-78417 Registration No. 333-30375 Registration No. 33
July 8, 2022	S-8 POS	As filed with the Securities and Exchange Commission on July 8, 2022 As filed with the Securities and Exchange Commission on July 8, 2022 Registration No.
July 8, 2022	EX-3.1	Amended and Restated Certificate of Incorporation of ADTRAN Holdings, Inc. (incorporated by reference to Exhibit 3.1 to ADTRAN's Form 8-K filed July 8, 2022) Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACORN HOLDCO, INC. July 7, 2022 Acorn HoldCo, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: FIRST: The name of the Corporation is Acorn HoldCo, Inc. and the Corporation was originally incorporated pursuant to the General Corporation Law of the Stat
July 8, 2022	8-K	Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2022 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-24612 63-0918200 (State or Other Jurisdiction of Incorporation) (Commission File
July 8, 2022	EX-99.1	for the admission to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations ( EX-99.1 Exhibit 99.1 Prospectus for the admission to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) of 77,316,803 shares of common stock, an
July 8, 2022	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2022 ADTRAN Holdings, Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2022 ADTRAN Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-24612 63-0918200 (State or Other Jurisdiction of Incorporation) (Commission File
July 8, 2022	S-8 POS	As filed with the Securities and Exchange Commission on July 8, 2022 As filed with the Securities and Exchange Commission on July 8, 2022 Registration No.
July 8, 2022	S-8 POS	As filed with the Securities and Exchange Commission on July 8, 2022 As filed with the Securities and Exchange Commission on July 8, 2022 Registration No.
July 8, 2022	EX-3.2	Amended and Restated Bylaws of ADTRAN Holdings, Inc. (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K dated July 8, 2022 and incorporated herein by reference) Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ADTRAN HOLDINGS, INC. ARTICLE I OFFICES Section 1.1 Location. The address of the registered office of the Corporation in the State of Delaware and the name of the registered agent at such address shall be as specified in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent Certificate of Change filed pursuant to la

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