Executive pay shifts at ADTRAN (NASDAQ: ADTN) with new 3-year PSU grants

Rhea-AI Filing Summary

ADTRAN Holdings updated its CEO compensation structure and granted new long-term performance share awards to top executives. The board-approved amendment to CEO Thomas Stanton’s employment agreement removes an annual performance share award based solely on relative total shareholder return and revises how his long-term performance shares are measured.

The CEO’s long-term performance shares will continue to focus on Adjusted EBIT over a multi-year period, but results will now also be adjusted based on relative total shareholder return. The company also granted new multi-year performance share units to the CEO, Chief Revenue Officer, and CFO under its 2024 stock plan, aligning their potential equity awards with multi-year profitability and shareholder return targets.

8-K Event Classification

2 items: 5.02, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

CEO long-term PSU target: 170,723 shares CRO long-term PSU target: 24,908 shares CFO long-term PSU target: 28,252 shares +1 more

4 metrics

CEO long-term PSU target 170,723 shares Target number of long-term financial plan PSUs for CEO

CRO long-term PSU target 24,908 shares Target number of long-term financial plan PSUs for Chief Revenue Officer

CFO long-term PSU target 28,252 shares Target number of long-term financial plan PSUs for Chief Financial Officer

Performance period January 1, 2026 – December 31, 2028 Measurement window for long-term financial plan PSUs

Key Terms

performance share unit, Adjusted EBIT, relative total shareholder return, 2024 Employee Stock Incentive Plan, +2 more

6 terms

performance share unit financial

"approved grants of long-term financial plan PSU awards to the CEO"

A performance share unit (PSU) is a form of executive or employee pay that promises shares (or the cash value of shares) only if the company meets specific performance targets over a set period. Think of it like a bonus cheque that only arrives if the company hits agreed goals — it aligns managers’ rewards with business results and signals to investors how leadership is being incentivized to grow value over time.

Adjusted EBIT financial

"performance objective of these long-term financial plan PSU awards is based upon the Company’s Adjusted EBIT"

Adjusted EBIT is a company’s operating profit before interest and taxes, but cleaned up by removing one-time or unusual items that can obscure ongoing performance. Investors use it like a tidied-up report card — it aims to show the underlying profitability of the business by excluding irregular gains, losses, or costs so comparisons across periods or companies are clearer and more meaningful for valuing operational strength.

relative total shareholder return financial

"subject to adjustment based on the Company’s relative total shareholder return over such performance period"

Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.

2024 Employee Stock Incentive Plan financial

"under the Company’s 2024 Employee Stock Incentive Plan"

named executive officers financial

"does not intend to grant annual PSU awards tied to the performance objective ... to any of the named executive officers going forward"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

employment agreement financial

"second amendment to its employment agreement, dated July 13, 2022"

Understanding 8-K Material Events →

false000092628200009262822026-04-012026-04-01

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 01, 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.

Amendment to Thomas Stanton’s Employment Agreement

On April 6, 2026, ADTRAN Holdings, Inc. (the “Company”) entered into a second amendment (the “Amendment”) to its employment agreement, dated July 13, 2022 (as previously amended, the “Employment Agreement”), with Thomas R. Stanton, the Company’s President, Chief Executive Officer and Chairman (the “CEO”). The Amendment was approved by the Board of Directors of the Company (the “Board”) upon the recommendation of the Compensation Committee of the Board (the “Compensation Committee”). The Amendment eliminates the concept of an annual PSU award tied to the performance objective of the Company’s relative total shareholder return. Furthermore, the Amendment adjusts the performance objective of the long-term financial plan PSU award. While the performance objective for this type of award continues to be based upon the Company’s Adjusted EBIT (or such other performance criteria as shall be mutually agreed upon by the CEO and the Compensation Committee) over the applicable performance period, it will also be subject to adjustment based on the Company’s relative total shareholder return over such performance period. Finally, the Amendment adjusts the anticipated value of RSUs and the anticipated target number of long-term financial plan PSUs that the CEO is eligible to receive during the term of the Employment Agreement.

The foregoing description of the Amendment is not complete and is qualified in its entirety by the text of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Long-Term Financial Plan PSU Awards for Certain Named Executive Officers

On April 1, 2026, the Compensation Committee approved grants of long-term financial plan PSU awards to the CEO, Mr. James D. Wilson (Chief Revenue Officer), and Mr. Timothy Santo (Senior Vice President of Finance and Chief Financial Officer) under the Company’s 2024 Employee Stock Incentive Plan. The performance objective of these long-term financial plan PSU awards is based upon the Company’s Adjusted EBIT over the performance period of January 1, 2026 through December 31, 2028, subject to adjustment based on the Company’s relative total shareholder return over such performance period. Specifically, the Compensation Committee approved the grant of a target number of 170,723 shares, 24,908 shares, and 28,252 shares, respectively, to the CEO, Mr. Wilson and Mr. Santo under the long-term financial plan PSU awards. The Company intends to grant later in 2026 a similar award of long-term financial plan PSU awards to Mr. Christoph Glingener (Chief Technology Officer) upon the approval of both the supervisory board and the shareholders of the Company’s majority-owned subsidiary, Adtran Networks SE. The Compensation Committee does not intend to grant annual PSU awards tied to the performance objective of the Company’s relative total shareholder return (referred to as market-based PSUs in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2026) to any of the named executive officers going forward.

The foregoing description of the awards is not complete and is qualified in its entirety by the text of the forms of 2026 3-Year Performance Shares Agreement and 2026 CEO 3-Year Performance Shares Agreement, which are attached hereto as Exhibits 10.2 and 10.3 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
10.1	Second Amendment to the CEO Employment Agreement, dated April 6, 2026
10.2†	Form of 2026 3-Year Performance Shares Agreement Under the ADTRAN Holdings, Inc. 2024 Employee Stock Incentive Plan
10.3†	Form of 2026 CEO 3-Year Performance Shares Agreement Under the ADTRAN Holdings, Inc. 2024 Employee Stock Incentive Plan
104	Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document

† Certain identified information has been excluded from these exhibits because it is not material and is the type of information that the Company customarily and actually treats as private and confidential. Redacted information is indicated by [***].

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:	April 7, 2026	By:	/s/ Timothy Santo
			Timothy Santo Senior Vice President of Finance and Chief Financial Officer

FAQ

What executive compensation changes did ADTRAN (ADTN) disclose in this 8-K?

ADTRAN disclosed an amendment to CEO Thomas Stanton’s employment agreement and new long-term performance share awards for several executives. The changes refocus equity incentives on multi-year Adjusted EBIT and relative total shareholder return rather than separate annual market-based performance share grants.

How did ADTRAN change CEO Thomas Stanton’s performance share awards?

ADTRAN eliminated the CEO’s annual performance share units tied only to relative total shareholder return. His long-term plan performance shares will still use Adjusted EBIT over the performance period, but will also be adjusted based on the company’s relative total shareholder return over that same multi-year period.

Which ADTRAN executives received new long-term financial plan PSU grants?

New long-term financial plan performance share unit grants were approved for CEO Thomas Stanton, Chief Revenue Officer James D. Wilson, and CFO Timothy Santo. The company also plans a similar award for Chief Technology Officer Christoph Glingener, subject to approvals at majority-owned subsidiary Adtran Networks SE.

What are the target share amounts for ADTRAN’s 2026 long-term PSUs?

The Compensation Committee approved target long-term performance share grants of 170,723 shares for the CEO, 24,908 shares for Chief Revenue Officer James D. Wilson, and 28,252 shares for CFO Timothy Santo. Actual payouts will depend on achieving Adjusted EBIT and relative total shareholder return objectives.

Over what period are ADTRAN’s new long-term PSU awards measured?

The new long-term financial plan performance share awards use a performance period from January 1, 2026 through December 31, 2028. Performance is evaluated on Adjusted EBIT for that period, with results then adjusted based on ADTRAN’s relative total shareholder return over the same three-year timeframe.

Will ADTRAN continue granting market-based PSUs tied only to TSR?

The Compensation Committee does not intend to grant annual performance share units tied solely to relative total shareholder return to named executive officers going forward. Instead, long-term financial plan PSUs will combine Adjusted EBIT goals with adjustments based on relative total shareholder return over the performance period.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 35.7 KB
• EX-10.2 EX-10.2 59.2 KB
• EX-10.3 EX-10.3 59.2 KB

Other Documents

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