ADTRAN (NASDAQ: ADTN) CEO surrenders shares to cover RSU tax withholding

Rhea-AI Filing Summary

ADTRAN Holdings, Inc. Chairman & CEO Stanton Thomas R reported routine share-withholding transactions related to equity compensation. On January 24, 2026, 17,535 shares of common stock at $9.55 per share were delivered to the company to cover withholding taxes on vested restricted stock units.

On January 26, 2026, an additional 14,409 shares at $9.73 per share were similarly delivered for tax withholding. After these transactions, Thomas directly held 939,904.51 shares of ADTRAN common stock.

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

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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)
01/24/2026

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

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	01/24/2026		F(1)		17,535	D	$9.55	954,313.51	D
Common Stock	01/26/2026		F(1)		14,409	D	$9.73	939,904.51	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 restricted stock units.

	/s/ Dan Ragsdale, by power of attorney	01/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did ADTN Chairman & CEO report on this Form 4?

ADTRAN’s Chairman & CEO Stanton Thomas R reported two share-withholding transactions. Shares were delivered back to the company to pay taxes due when previously granted restricted stock units vested, rather than being open-market sales for cash proceeds.

How many ADTN shares were used to cover tax withholding on January 24, 2026?

On January 24, 2026, Stanton Thomas R delivered 17,535 ADTRAN common shares to the company. The shares were valued at $9.55 each and were used specifically to satisfy withholding taxes on vesting restricted stock units.

What was the second ADTN tax-withholding transaction on January 26, 2026?

On January 26, 2026, an additional 14,409 ADTRAN common shares were delivered at $9.73 per share. These shares were likewise surrendered to the issuer solely to cover tax withholding obligations from vesting restricted stock units.

How many ADTRAN shares does the CEO hold after these Form 4 transactions?

Following the January 24 and January 26, 2026 withholding transactions, Stanton Thomas R directly owned 939,904.51 ADTRAN common shares. This figure reflects his remaining beneficial ownership after the shares used for tax withholding were delivered.

Do these ADTN Form 4 entries represent open-market sales by the CEO?

No, the entries are coded “F” and footnoted as tax-withholding events. The shares were delivered to ADTRAN to pay withholding taxes upon vesting of restricted stock units, not discretionary open-market sales for portfolio rebalancing.

What does transaction code “F” mean in the ADTN Form 4 filing?

Transaction code “F” indicates shares were used to pay taxes on equity awards. In this case, ADTRAN shares were delivered to the issuer to satisfy withholding taxes due on the vesting of previously granted restricted stock units.