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ADTRAN (ADTN) CEO reports PSU vesting and tax-share delivery

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

ADTRAN Holdings Chairman & CEO Stanton Thomas reported routine equity compensation activity involving company common stock. On January 26, 2026, he acquired 27,973 shares of common stock at $0 upon vesting of previously granted performance stock units under the company’s 2020 Employee Stock Incentive Plan.

On the same date, 12,407 shares were delivered back to ADTRAN at $9.24 per share to cover withholding taxes due on the vesting. After these transactions, Thomas directly owned 955,470.51 shares of ADTRAN common stock.

Positive

  • None.

Negative

  • None.
Insider STANTON THOMAS R
Role Chairman & CEO
Type Security Shares Price Value
Grant/Award Common Stock 27,973 $0.00 --
Tax Withholding Common Stock 12,407 $9.24 $115K
Holdings After Transaction: Common Stock — 967,877.51 shares (Direct)
Footnotes (1)
  1. These shares represent the vesting of performance stock units that were awarded pursuant to a grant on January 20, 2023 under the Amended and Restated ADTRAN Holdings, Inc. 2020 Employee Stock Incentive Plan. Shares delivered to the Issuer for the payment of withholding taxes due upon the vesting of previously granted performance stock units.
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Form 4 Insider Transactions: What Each Field Means →
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*
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)
01/26/2026
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 01/26/2026 A(1) 27,973 A $0 967,877.51 D
Common Stock 01/26/2026 F(2) 12,407 D $9.24 955,470.51 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. These shares represent the vesting of performance stock units that were awarded pursuant to a grant on January 20, 2023 under the Amended and Restated ADTRAN Holdings, Inc. 2020 Employee Stock Incentive Plan.
2. Shares delivered to the Issuer for the payment of withholding taxes due upon the vesting of previously granted performance stock units.
/s/ Dan Ragsdale, by power of attorney 01/28/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did ADTRAN (ADTN) report for its CEO on January 26, 2026?

ADTRAN reported that Chairman & CEO Stanton Thomas acquired 27,973 common shares at $0 from vesting performance stock units, then surrendered 12,407 shares at $9.24 to cover withholding taxes, resulting in 955,470.51 shares directly owned afterward.

How many ADTRAN (ADTN) shares does CEO Stanton Thomas own after this Form 4?

After the reported transactions, Stanton Thomas directly owns 955,470.51 shares of ADTRAN common stock. This reflects both the vesting of 27,973 performance stock units and the delivery of 12,407 shares back to the company for tax withholding obligations.

What is the nature of the 27,973 ADTRAN (ADTN) shares acquired by the CEO?

The 27,973 shares represent vested performance stock units granted January 20, 2023 under ADTRAN Holdings’ Amended and Restated 2020 Employee Stock Incentive Plan, delivered at a price of $0 as part of equity-based executive compensation.

Why were 12,407 ADTRAN (ADTN) shares delivered back to the issuer by the CEO?

The 12,407 shares were delivered to ADTRAN to satisfy withholding taxes due on the vesting of previously granted performance stock units, effectively using shares instead of cash to meet the tax obligation at $9.24 per share.

Is the ADTRAN (ADTN) CEO’s Form 4 transaction a stock sale on the open market?

The filing shows no open-market sale. Shares were acquired at $0 from vesting performance stock units, and 12,407 shares were delivered to ADTRAN itself solely to cover withholding taxes, rather than being sold to public market buyers.

What compensation plan governs the reported ADTRAN (ADTN) CEO share vesting?

The vesting is under the Amended and Restated ADTRAN Holdings, Inc. 2020 Employee Stock Incentive Plan. Performance stock units granted January 20, 2023 converted into 27,973 common shares credited to Chairman & CEO Stanton Thomas on January 26, 2026.