ADTRAN Holdings (ADTN) CEO updates and corrects stock ownership totals

Rhea-AI Filing Summary

ADTRAN Holdings, Inc. Chairman & CEO Stanton R. Stanton reported an amended insider transaction. On January 24, 2025, he acquired 39,735 shares of common stock as a grant or award at a stated price of $0.0000 per share, bringing his directly held shares to 815,952.51.

A prior Form 4 filing understated by 360 shares the number of shares received from performance stock units granted on March 1, 2023 under the company’s 2020 Employee Stock Incentive Plan. As a result of this correction, he beneficially owns 955,830.51 shares as of the date referenced.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

STANTON THOMAS R

(Last) (First) (Middle)

C/O ADTRAN HOLDINGS, INC.

901 EXPLORER BOULEVARD

(Street)

HUNTSVILLE AL 35806-2807

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ADTRAN Holdings, Inc. [ ADTN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/28/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/24/2025		A		39,735(1)	A	$0	815,952.51(1)(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On January 28, 2025, the Reporting Person filed a Form 4 which inadvertently understated, by 360 shares, the number of shares received upon the settlement of performance stock units that were granted on March 1, 2023 under the Amended and Restated ADTRAN Holdings, Inc. 2020 Employee Stock Incentive Plan. This amendment is being filed to correct the number of shares received and the total number of shares directly held by the Reporting Person following such settlement.

2. As a result of this amendment, the reporting person beneficially owns a total of 955,830.51 shares as of the date hereof and not 955,470.51 shares as reported on the most recent Form 4 filed by the reporting person on January 28, 2028.

	/s/ Dan Ragsdale, by power of attorney	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did ADTRAN (ADTN) report in this Form 4/A?

ADTRAN Holdings, Inc. reported that its Chairman & CEO, Stanton R. Stanton, acquired 39,735 shares of common stock on January 24, 2025 as a grant or award at a stated price of $0.0000 per share.

Why was the ADTRAN (ADTN) Form 4/A filing amended?

The filing was amended because a prior Form 4 understated by 360 shares the number of shares received upon settlement of performance stock units granted on March 1, 2023 under the 2020 Employee Stock Incentive Plan.

How many ADTRAN (ADTN) shares does the CEO now beneficially own?

As a result of the correction, the reporting person beneficially owns a total of 955,830.51 shares as of the referenced date, instead of the 955,470.51 shares previously reported on the most recent Form 4.

How many ADTRAN (ADTN) shares does the CEO hold directly after this grant?

Following the 39,735-share grant of common stock on January 24, 2025, the reporting person directly holds 815,952.51 shares of ADTRAN Holdings, Inc. common stock, according to the updated ownership information in the filing.

What plan governed the corrected ADTRAN (ADTN) performance stock units?

The corrected share count relates to performance stock units granted on March 1, 2023 under the Amended and Restated ADTRAN Holdings, Inc. 2020 Employee Stock Incentive Plan, which governs the equity awards referenced in the amendment.