ADTRAN CEO and Chairman files Form 4 for 3,355-share tax transfer

Rhea-AI Filing Summary

ADTRAN Holdings (ADTN) Chairman and CEO reported a Form 4 transaction reflecting shares withheld for taxes. On 11/17/2025, 3,355 shares of common stock were disposed of in a transaction coded "F," meaning the shares were delivered back to the company to cover withholding taxes due on the vesting of previously granted restricted stock units.

After this tax-related share withholding, the reporting person directly beneficially owned 941,167.51 shares of ADTRAN Holdings common stock. The filing is an administrative update to reflect equity compensation and related tax obligations rather than an open-market stock sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider STANTON THOMAS R

Role Chairman & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	3,355	$7.33	$25K

Holdings After Transaction: Common Stock — 941,167.51 shares (Direct)

Footnotes (1)

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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)
11/17/2025

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	11/17/2025		F(1)		3,355	D	$7.33	941,167.51	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	11/19/2025
	** 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.

FAQ

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

The Form 4 reports that the Chairman and CEO disposed of 3,355 shares of ADTRAN Holdings common stock in a transaction coded "F" related to tax withholding on vested restricted stock units.

When did the ADTRAN (ADTN) Form 4 transaction occur?

The reported transaction occurred on 11/17/2025 and involved common stock of ADTRAN Holdings.

Why were 3,355 ADTRAN (ADTN) shares disposed of by the CEO?

According to the explanation of responses, the 3,355 shares were delivered to ADTRAN Holdings to pay withholding taxes due upon the vesting of previously granted restricted stock units.

How many ADTRAN (ADTN) shares does the CEO own after this transaction?

Following the reported tax-withholding transaction, the CEO directly beneficially owned 941,167.51 shares of ADTRAN Holdings common stock.

Was this ADTRAN (ADTN) Form 4 filed by more than one reporting person?

No. The filing indicates that it is a Form filed by one reporting person, who is both a director and the Chairman & CEO of ADTRAN Holdings.

What does transaction code "F" mean on the ADTRAN (ADTN) Form 4?

Transaction code "F" denotes shares delivered to the issuer to satisfy tax withholding obligations upon the vesting of equity awards, such as restricted stock units.