ADTRAN CEO Thomas R. Stanton buys 150,000 shares

Available on EDGAR 11/09/2026 - 06:54 PM EST Accepted by SEC EDGAR 11/09/2026 - 06:53 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

ADTRAN Holdings, Inc. Chairman & CEO Thomas R. Stanton reported a distribution of 225,775 common shares on November 3, 2026, following termination of the Equity Deferral Program effective November 3, 2025; the issuer withheld 91,439 shares for applicable tax obligations. The related 225,775 phantom-stock shares were converted into common shares; each phantom share is the economic equivalent of one common share. On November 6, 2026, Stanton purchased 150,000 common shares at $4.0060 per share.

Insider Trade Summary

Net Buyer: 150,000 shares

Net Buy 4 txns

Insider STANTON THOMAS R

Role Chairman & CEO

Bought 150,000 shs ($601K)

Type	Security	Shares	Price	Value
Purchase	Common Stock	150,000	$4.006	$601K
Exercise	Phantom Stock F3	225,774.593	$0.00	$0.00
Tax Withholding	Common Stock F1	91,438.593	$5.43	$497K
Exercise	Common Stock F2	225,774.593	$0.00	$0.00

Holdings After Transaction: Phantom Stock — 0 units (Direct); Common Stock — 1,410,889.51 shares (Direct)

Holdings Before and After: Phantom Stock, 225,774.593 to 0 units (Direct)

Footnotes (3)

1. F1. Issuer's Equity Deferral Program (the "Plan") was terminated effective November 3, 2025, resulting in a distribution to the reporting person pursuant to the Plan on November 3, 2026 ("the Distribution"). Represents the withholding by the issuer of a portion of the shares issuable pursuant to the Distribution in order to satisy the reporting person's applicable tax withholding obligations.
2. F2. Distribution of shares of common stock to the reporting person resulting from the termination of the Plan
3. F3. Each share of phantom stock is the economic equivalent of one share of the issuer's common stock.

Key Figures

Common shares purchased: 150,000 shares Purchase price: $4.0060 per share Common shares distributed: 225,775 shares +3 more

6 metrics

Common shares purchased 150,000 shares Thomas R. Stanton, November 6, 2026

Purchase price $4.0060 per share Thomas R. Stanton's November 6, 2026 purchase

Common shares distributed 225,775 shares Equity Deferral Program distribution on November 3, 2026

Phantom stock converted 225,775 shares Each phantom-stock share was the economic equivalent of one common share

Shares withheld for tax obligations 91,439 shares Withheld by the issuer from the November 3, 2026 distribution

Phantom stock following transaction 0 shares Reported resulting position after the November 3, 2026 transaction

Key Terms

phantom stock, Equity Deferral Program, tax withholding obligations

3 terms

phantom stock financial

"Each share of phantom stock is the economic equivalent"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Equity Deferral Program financial

"Issuer's Equity Deferral Program"

tax withholding obligations financial

"satisfy the reporting person's applicable tax withholding obligations"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ADTN shares did Chairman & CEO Thomas R. Stanton buy?

Thomas R. Stanton purchased 150,000 common shares on November 6, 2026, at $4.0060 per share. The purchase was not reported under a Rule 10b5-1 plan.

What was the ADTN Equity Deferral Program distribution?

Thomas R. Stanton received a reported distribution of 225,775 common shares on November 3, 2026, following the program's termination effective November 3, 2025. Each phantom-stock share was the economic equivalent of one common share, and the issuer withheld 91,439 shares for applicable tax obligations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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 ALABAMA 35806-2807

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2026

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

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

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

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	11/03/2026		F(1)		91,438.593	D	$5.43	1,126,553.917	D
Common Stock	11/03/2026		M(2)		225,774.593	A	$0	1,260,889.51	D
Common Stock	11/06/2026		P		150,000	A	$4.006	1,410,889.51	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
Phantom Stock	(3)	11/03/2026		M			225,774.593	11/03/2026	11/03/2026	Common Stock	225,774.593	$0	0	D

Explanation of Responses:

1. Issuer's Equity Deferral Program (the "Plan") was terminated effective November 3, 2025, resulting in a distribution to the reporting person pursuant to the Plan on November 3, 2026 ("the Distribution"). Represents the withholding by the issuer of a portion of the shares issuable pursuant to the Distribution in order to satisy the reporting person's applicable tax withholding obligations.

2. Distribution of shares of common stock to the reporting person resulting from the termination of the Plan

3. Each share of phantom stock is the economic equivalent of one share of the issuer's common stock.

	/s/ Dan Ragsdale, by power of attorney	11/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)