ADTRAN officer updates holdings after tax withholding

ADTRAN Holdings’ Chief Revenue Officer filed an amended insider trading report to correct prior share figures.

Rhea-AI Filing Summary

ADTRAN Holdings’ Chief Revenue Officer filed an amended insider trading report to correct prior share figures. On January 26, 2026, 1,309 shares of common stock were delivered back to the company at $9.24 per share to cover withholding taxes on vesting performance stock units. After this tax withholding, the officer directly beneficially owned 127,701.486 shares of ADTRAN common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 1,309 shares

Exercise Price or Tax Liability 1 txn

Insider Wilson James Denson Jr

Role Chief Revenue Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,309	$9.24	$12K

Holdings After Transaction: Common Stock — 127,701.486 shares (Direct)

Footnotes (2)

1. F1. Shares delivered to the Issuer for the payment of withholding taxes due upon the vesting of previously granted performance stock units.
2. F2. On January 28, 2026, the Reporting Person filed a Form 4 which inadvertently understated the number of shares withheld for taxes in connection with the vesting event reported therein. This amendment is being filed to correct the number of shares withheld and the total number of shares directly held by the Reporting Person following such withholding.

FAQ

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

The filing reports an amended insider transaction where 1,309 ADTRAN common shares were delivered to the company to pay withholding taxes on vested performance stock units, with the officer’s direct holdings updated to 127,701.486 shares.

Why did ADTRAN’s Chief Revenue Officer file an amended Form 4/A?

The amended Form 4/A was filed because a previous report on January 28, 2026 understated the number of shares withheld for taxes and the resulting total shares directly held, requiring corrected disclosure of the tax-withholding transaction and updated share balance.

How many ADTRAN shares were withheld for taxes in this transaction?

The transaction shows that 1,309 shares of ADTRAN common stock were delivered to the issuer. These shares were used to satisfy withholding taxes due upon vesting of previously granted performance stock units held by the Chief Revenue Officer.

What is the updated ADTRAN share ownership for the reporting officer?

Following the tax-withholding transaction, the reporting officer directly beneficially owned 127,701.486 shares of ADTRAN common stock. This updated figure corrects the previously understated total reported in the original Form 4 filed on January 28, 2026.

At what price were the ADTRAN shares used for tax withholding valued?

The 1,309 ADTRAN common shares delivered to the company for tax withholding were priced at $9.24 per share. This price is disclosed as the transaction price associated with the shares used to satisfy the withholding tax obligation.

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Accepted by SEC EDGAR 01/30/2026 - 04:00 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Wilson James Denson Jr

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/28/2026

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	01/26/2026		F(1)		1,309(2)	D	$9.24	127,701.486(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. Shares delivered to the Issuer for the payment of withholding taxes due upon the vesting of previously granted performance stock units.

2. On January 28, 2026, the Reporting Person filed a Form 4 which inadvertently understated the number of shares withheld for taxes in connection with the vesting event reported therein. This amendment is being filed to correct the number of shares withheld and the total number of shares directly held by the Reporting Person following such withholding.

	/s/ Dan Ragsdale, by power of attorney	01/30/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.