Adtran Holdings adds Anne DelSanto to board

ADTRAN Holdings, Inc. is expanding its Board of Directors from six to seven members and has elected Anne DelSanto as an independent director, effective July 1, 2026.

Rhea-AI Filing Summary

ADTRAN Holdings, Inc. is expanding its Board of Directors from six to seven members and has elected Anne DelSanto as an independent director, effective July 1, 2026. She will also join the Board’s Compensation Committee on that date.

The Board’s Nominating and Corporate Governance Committee recommended her appointment, and the full Board voted unanimously to approve it. She is considered independent under Nasdaq listing standards, has no disclosed related-party transactions with the company, and will be paid under ADTRAN’s standard non-employee director compensation program. A press release with additional biographical details is filed as Exhibit 99.1.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Board size: 6 to 7 directors Effective date: July 1, 2026 Industry experience: More than 30 years +2 more

5 metrics

Board size 6 to 7 directors Increased by Board vote on June 23, 2026

Effective date July 1, 2026 Anne DelSanto’s board and committee service begins

Industry experience More than 30 years Global technology, cloud, SaaS, AI, go-to-market

Press release date June 25, 2026 Press release announcing her appointment (Exhibit 99.1)

8-K signature date June 26, 2026 Report signed by CFO Timothy Santo

Key Terms

independent director, Nominating and Corporate Governance Committee, Compensation Committee, related person transactions, +1 more

5 terms

independent director regulatory

"The Board has determined that Ms. DelSanto qualifies as an “independent director” under Nasdaq listing standards."

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Nominating and Corporate Governance Committee regulatory

"upon the recommendation of the Board’s Nominating and Corporate Governance Committee, voted unanimously to increase the size of the Board"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

Compensation Committee regulatory

"Ms. DelSanto was appointed to the Compensation Committee of the Board, effective as of the Effective Date."

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

related person transactions regulatory

"There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K) between Ms. DelSanto and the Company."

Transactions between a company and individuals or entities that have close relationships to the company’s insiders or major owners, such as executives, directors, their family members, or firms they control. These deals matter to investors because they can affect the company's finances or fairness—like a shop owner buying supplies from a relative’s business, which could be normal but might also favor the relative or mask conflicts of interest—so transparency and terms are closely watched.

non-employee directors financial

"Ms. DelSanto will receive compensation for her Board service in accordance with the Company’s standard compensation arrangements for non-employee directors"

Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did ADTRAN Holdings (ADTN) disclose in this 8-K?

ADTRAN Holdings increased its Board of Directors from six to seven members and elected Anne DelSanto to fill the new seat, effective July 1, 2026, reflecting an expansion rather than a replacement of an existing director.

Who is Anne DelSanto and what experience does she bring to ADTRAN Holdings (ADTN)?

Anne DelSanto has over 30 years of global technology experience focused on cloud computing, SaaS, AI and enterprise go-to-market. She previously held executive roles at Salesforce, Oracle and IBM, and has served on several public and private technology company boards.

When does Anne DelSanto’s appointment to the ADTRAN Holdings (ADTN) board become effective?

Her appointment as an independent director becomes effective July 1, 2026. On that date, she also joins ADTRAN’s Compensation Committee, following the Board’s unanimous June 23, 2026 decision to expand from six to seven directors.

Is Anne DelSanto considered independent under Nasdaq rules at ADTRAN Holdings (ADTN)?

Yes, the Board determined that Anne DelSanto qualifies as an independent director under Nasdaq listing standards. The filing also states there are no related person transactions between her and ADTRAN within the meaning of Item 404(a) of Regulation S-K.

How will Anne DelSanto be compensated for her role on ADTRAN Holdings (ADTN) board?

She will receive compensation under ADTRAN’s standard arrangements for non-employee directors. These are described under “2025 Director Compensation” in the company’s March 27, 2026 proxy statement and may be adjusted by the Board from time to time.

Which board committee will Anne DelSanto join at ADTRAN Holdings (ADTN)?

In addition to joining the full Board, Anne DelSanto will serve on ADTRAN Holdings’ Compensation Committee. Her committee appointment is effective July 1, 2026, aligning with the effective date of her election as an independent director.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/26/2026 - 07:02 AM Learn about SEC filing dates

0000926282false00009262822026-06-232026-06-23

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 23, 2026

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 Number)	(IRS Employer Identification No.)
901 Explorer Boulevard
Huntsville, Alabama				35806-2807
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (256) 963-8000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.01 per share		ADTN		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 23, 2026, the Board of Directors (the “Board”) of ADTRAN Holdings, Inc. (the “Company”), upon the recommendation of the Board’s Nominating and Corporate Governance Committee, voted unanimously to increase the size of the Board from six (6) to seven (7) directors and to elect Anne DelSanto to fill the vacancy created by the increase in the size of the Board, effective as of July 1, 2026 (the “Effective Date”). In connection with her election to the Board, Ms. DelSanto was appointed to the Compensation Committee of the Board, effective as of the Effective Date. The Board has determined that Ms. DelSanto qualifies as an “independent director” under Nasdaq listing standards.

There are no arrangements or understandings between Ms. DelSanto and any other person pursuant to which Ms. DelSanto was selected as a director of the Company. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Ms. DelSanto and the Company. Ms. DelSanto will receive compensation for her Board service in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described under the caption “2025 Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2026, as adjusted by the Board from time to time.

Item 8.01 Other Events.

On June 25, 2026, the Company issued a press release announcing the appointment of Ms. DelSanto to the Board, which press release contains additional biographical information about Ms. DelSanto. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated June 25, 2026
104	Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ADTRAN Holdings, Inc.
Date:	June 26, 2026	By:	/s/ Timothy Santo
			Timothy Santo Senior Vice President of Finance and Chief Financial Officer

Exhibit 99.1

Adtran Holdings, Inc. Appoints Anne DelSanto to Board of Directors

HUNTSVILLE, Ala. – (June 25, 2026) – Adtran Holdings, Inc. (NASDAQ: ADTN and FSE: QH9), a leading global provider of networking and communications solutions, today announced the appointment of Anne DelSanto as an independent member of its Board of Directors effective July 1, 2026. The appointment aligns with Adtran's expanding relevance beyond its service provider core, into cloud infrastructure, AI-driven networking, and enterprise software, markets where Ms. DelSanto has spent the majority of her career.

Ms. DelSanto brings more than 30 years of experience in the global technology industry focused on cloud computing, software-as-a-service (SaaS), artificial intelligence, and enterprise go-to-market strategy. Her professional career included executive operational and technical roles at companies including Salesforce, Oracle, and IBM.

Ms. DelSanto currently serves on the board of directors of Advanced Energy (NASDAQ: AEIS), a company that designs and manufactures precision power solutions for hyperscale AI, semiconductor, and industrial markets, and on the boards of private technology companies, Axonius and StackAdapt. She formerly served on the boards of Juniper Networks and New Relic, both during their tenure of being publicly traded.

“Anne's experience building and scaling cloud and SaaS platforms will be a valuable addition to our Board,” said Tom Stanton, Chairman and Chief Executive Officer of Adtran Holdings, Inc. “Her relevant public board experience combined with her experience with hyperscalers, AI-driven infrastructure, and next-generation service provider solutions aligns with Adtran’s strategic direction. We are delighted to welcome her."

Ms. DelSanto holds a Bachelor of Science in mathematics with a concentration in computer science from St. John’s University and a Master of Science in administrative studies from Boston College. She has also completed advanced governance studies at Stanford University Law School’s Directors’ College.

About Adtran
ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) is the parent company of Adtran, Inc., a leading global provider of open, disaggregated networking and communications solutions that enable voice, data, video and internet communications across any network infrastructure. From the cloud edge to the subscriber edge, Adtran empowers communications service providers around the world to manage and scale services that connect people, places and things. Adtran solutions are used by service providers, private enterprises, government organizations and millions of individual users worldwide. ADTRAN Holdings, Inc. is also the majority shareholder of Adtran Networks SE, formerly ADVA Optical Networking SE. Find more at Adtran.com, LinkedIn and X.

Published by
ADTRAN Holdings, Inc.
www.adtran.com

For media
Gareth Spence
+44 1904 699 358
public.relations@adtran.com

For investors
Rob Fink
investor.relations@adtran.com

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 9.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.4 KB