Every 8-K that ADTRAN Holdings, Inc. (ADTN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ADTN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ADTN filings page.
ADTRAN Holdings, Inc., through its majority-owned subsidiary Adtran Networks SE, amended the employment agreement of Chief Technology Officer Christoph Glingener on August 10, 2026. The amendment keeps his term in place through December 31, 2026 and affirms an annual base salary of €400,000.
Dr. Glingener remains eligible for an annual incentive cash bonus tied to the Company’s total revenue and adjusted EBIT, with a target equal to 60% of base salary. He also continues to receive annual grants of time-based RSUs with a target equal to 75% of base salary, subject to a cap of €903,729.
The amendment adds long-term financial plan performance stock unit awards with a target grant size of €903,729, divided into three annual tranches. These PSUs are based on Adjusted EBIT for the period January 1, 2026 through December 31, 2028, adjusted for relative total shareholder return, and are capped at €2,000,000. Dr. Glingener’s total annual remuneration remains capped at €2,800,000. The Compensation Committee has previously stated it does not intend to grant market-based PSUs tied solely to relative total shareholder return to named executive officers going forward.
Adtran Holdings reported unaudited Q2 2026 revenue of $281.1 million, up 6.1% year-over-year, with GAAP gross margin of 37.0% and non-GAAP gross margin of 40.7%. GAAP operating margin was -3.6%, while non-GAAP operating margin was 3.8%. GAAP diluted loss per share was $0.13, and non-GAAP diluted EPS was $0.04. Cash and cash equivalents were $79.2 million at quarter-end.
Management cited strong demand in optical networking and greater diversification toward cloud, enterprise and government customers, with enterprise/ICP revenue growing 47% year-over-year to 25.4% of total revenue. For Q3 2026, Adtran expects revenue between $275.0 million and $295.0 million and a non-GAAP operating margin of 1.5% to 5.5%. The company also refinanced its credit facility with $350 million of capacity, pricing about 200 basis points lower and maturity extended to 2031.
ADTRAN Holdings, Inc. entered into a new senior secured credit agreement on July 21, 2026, as guarantor for ADTRAN, Inc. and Adtran Networks SE, permitting borrowings of up to $350.0 million, including up to $50.0 million by the German Borrower. The facility replaces a prior Wells Fargo credit agreement and may be used for general corporate purposes. Loans bear interest at a Term Benchmark Rate or Base Rate, each with a 0.00% floor, plus margins of 2.25%–3.25% for Term Benchmark Rate Loans and 1.25%–2.25% for Base Rate Loans, based on the consolidated total net leverage ratio, with default interest 2.00% above the applicable rate and a 0.25% commitment fee on unused commitments.
The facility is secured by substantially all assets of the Company, the US Borrower and certain subsidiaries and by a pledge of all shares the Company owns in Adtran Networks SE, and is guaranteed by the Company and certain subsidiaries. Covenants limit additional debt, liens, investments, asset sales, dividends, restricted payments and mergers and include financial tests: a maximum Consolidated Senior Secured Net Leverage Ratio of 3.25 to 1.0, a minimum Consolidated Fixed Charge Coverage Ratio of 1.25 to 1.00, and during a Springing Covenant Period, minimum Liquidity of $50.0 million. Related prior credit, collateral and guaranty agreements were terminated. A company press release states the refinancing strengthens the capital structure, enhances liquidity and lowers borrowing costs.
ADTRAN Holdings reported preliminary unaudited results for the quarter ended June 30, 2026. Revenue is expected at $280.0 million to $282.0 million, below prior guidance of $283.0 million to $303.0 million. Preliminary GAAP operating margin is a loss of (3.2)% to (4.0)%, while non-GAAP operating margin is 3.5% to 4.0%, below the earlier 5.0% to 9.0% range.
GAAP basic and diluted loss per share is expected between $(0.12) and $(0.14). On a non-GAAP basis, basic and diluted EPS is expected between $0.03 and $0.05, below analyst consensus of $0.13. Management attributes the shortfall mainly to a project delay from a single customer and elevated component and freight costs.
For the third quarter of 2026, ADTRAN expects revenue of $275.0 million to $295.0 million and non-GAAP operating margin between 1.5% and 5.5%. The company provides these preliminary figures in connection with German ad hoc disclosure obligations under the EU Market Abuse Regulation.
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.
ADTRAN Holdings, Inc. reported the results of its 2026 annual stockholders meeting and a change to its charter. Stockholders approved a Charter Amendment that limits the monetary liability of certain officers in the limited circumstances permitted under Delaware law, with the amendment becoming effective on May 13, 2026.
Shareholders also elected six directors to one-year terms, approved on an advisory basis the compensation of the company’s named executive officers, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.
ADTRAN Holdings, Inc. reported first-quarter 2026 revenue of $286.1 million, up 15.5% year-over-year, driven by growth in optical networking, access and subscriber solutions. GAAP gross margin was 39.5%, while non-GAAP gross margin improved to 43.0%.
The company generated GAAP operating income of $6.4 million, for a GAAP operating margin of 2.2%. On a non-GAAP basis, operating income was $19.9 million and operating margin reached 6.9%, up from 3.9% a year earlier, reflecting better product and customer mix.
GAAP diluted loss per share was $(0.01), compared with $(0.14) a year ago, while non-GAAP diluted earnings per share rose to $0.14 from $0.03. Net cash provided by operating activities was $12.7 million, but non-GAAP free cash flow was $(3.3) million after capital spending. Cash and cash equivalents were $88.3 million at quarter-end.
Management highlighted continued broadband momentum, European high-risk vendor displacement and early AI infrastructure opportunities, including the new LiteWave800™ intra-data center product. For second quarter 2026, ADTRAN expects revenue between $283.0 million and $303.0 million and a non-GAAP operating margin of 5.0%–9.0%.
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.
ADTRAN Holdings reported much stronger fourth quarter and full-year 2025 results, highlighted by solid growth in fiber networking. Fourth quarter revenue reached $291.6 million, up 20.1% year over year, with gains across all three revenue categories and especially in U.S. enterprise and cloud customers.
Profitability improved meaningfully. GAAP gross margin was 39.0%, while non-GAAP gross margin rose to 42.5%, up more than a percentage point from last year. GAAP operating margin was 1.5%, but non-GAAP operating margin climbed to 6.4% as scale and mix improved.
ADTRAN still posted a small GAAP net loss for the quarter, with diluted loss per share of $0.02, yet on a non-GAAP basis delivered diluted earnings per share of $0.16. For 2025, operating cash flow strengthened to $129.8 million, and free cash flow reached $60.5 million, helping lift cash and equivalents to $95.7 million at year-end.
Looking ahead, the company expects first-quarter 2026 revenue between $275.0 million and $295.0 million and a non-GAAP operating margin range of 4.0% to 8.0%, reflecting confidence in ongoing demand for fiber, cloud, and high-risk vendor replacement projects.
ADTRAN Holdings, Inc. furnished an update that it has released certain preliminary financial results for its fiscal quarter and full year ended December 31, 2025. These figures were shared through a press release and an accompanying ad hoc announcement.
Because ADTRAN is also listed on the Frankfurt Stock Exchange, it must follow European Market Abuse Regulation rules, which require real-time disclosure when expected results materially deviate from previously announced guidance or analyst consensus. To meet these obligations, ADTRAN published an ad hoc announcement in Germany covering preliminary results for the quarter ended December 31, 2025, and attached both the press release and the ad hoc notice as exhibits to this report.
ADTRAN Holdings, Inc., through its majority-owned subsidiary Adtran Networks SE, amended the employment agreement of Chief Technology Officer Christoph Glingener on December 9, 2025. The amendment extends his employment term through December 31, 2026 and increases his annual base salary to €400,000 starting October 1, 2025.
Under the revised agreement, Glingener remains eligible for an annual incentive cash bonus tied to the Company’s total revenue and adjusted earnings before interest and taxes, with a target equal to 60% of his base salary. He also continues to be eligible for annual grants of time-based RSUs and market-based PSUs based on the Company’s relative total shareholder return versus the Nasdaq Telecommunications Index, with the targeted size of the annual RSU grant and the market-based PSU grant to equal 40% of his base salary. The amendment reflects previously granted three-year performance-based PSUs tied to Adjusted EBIT through December 31, 2025 and keeps his total annual remuneration capped at €2,800,000.
ADTRAN Holdings, Inc. (ADTN) reported that it announced financial results for the third quarter ended September 30, 2025. The company furnished a press release and investor presentation as exhibits, and executives will discuss the results on a live audio webcast.
The webcast is scheduled for November 4, 2025, at 9:30 a.m. Central Time (4:30 p.m. Central European Time), with an archived recording available for a limited time on the Investor Relations website. The information in the results announcement and presentation was furnished, not filed, under the Exchange Act.
ADTRAN Holdings, Inc. issued $201,250,000 aggregate principal amount of 3.75% convertible senior notes due 2030 in a private offering to qualified institutional buyers. The notes bear 3.75% interest, paid semi-annually starting March 15, 2026, and mature on September 15, 2030 unless earlier repurchased, redeemed or converted.
Holders can convert at an initial rate of 86.8206 shares per $1,000 principal (a conversion price of about $11.52 per share), with a maximum of 22,714,447 common shares initially issuable on conversion. ADTRAN may redeem the notes on or after September 20, 2028 if trading and price conditions are met, and holders can require repurchase upon certain “fundamental change” events.
The company also entered into capped call transactions covering the shares underlying the notes, with an initial cap price of $15.51 per share (about a 75% premium to the $8.86 stock price on September 16, 2025) at a cost of about $17.6 million, which are intended to reduce potential dilution or excess cash payments upon conversion, subject to a cap.
ADTRAN Holdings entered into a sixth amendment to its Wells Fargo credit agreement and launched a new convertible notes financing. The amendment allows issuance of up to $230,000,000 of new unsecured convertible debt, with net cash proceeds directed to repay revolving credit loans, pay related fees and expenses, and cash collateralize obligations under the amended facility for potential purchases of additional equity in Adtran Networks SE.
The company separately priced an upsized private offering of $175.0 million aggregate principal amount of convertible senior notes due 2030, with an option for initial purchasers to buy an additional $26.25 million. ADTRAN plans to use proceeds to fund capped call transactions, repay approximately $152.8 million of borrowings under the amended Wells Fargo credit agreement, pay fees tied to the amendment, and, if the option is exercised, further debt repayment and cash collateralization. Related capped call transactions have an initial cap price of $15.51 per share, about 75% above the $8.86 last reported share price on September 16, 2025.