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

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.

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)
01/26/2026

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.
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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.