ADTRAN (ADTN) CRO updates holdings after PSU vesting and tax share surrender

Rhea-AI Filing Summary

ADTRAN Holdings Chief Revenue Officer James Denson Jr reported stock transactions related to performance-based equity awards. On January 26, 2026, he acquired 3,777 shares of common stock at $0 upon the vesting of performance stock units granted on January 20, 2023 under the company’s 2020 Employee Stock Incentive Plan.

On the same date, 1,087 shares were surrendered at $9.24 per share to cover withholding taxes due from the vesting. After these transactions, he directly held 127,923.486 common shares and indirectly held 4,246.809 shares through a 401(k) plan.

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^*

Wilson James Denson Jr

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Revenue Officer

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)		3,777	A	$0	129,010.486	D
Common Stock	01/26/2026		F(2)		1,087	D	$9.24	127,923.486	D
Common Stock								4,246.809	I	401(k) Plan

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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did ADTRAN (ADTN) Chief Revenue Officer report?

James Denson Jr reported vesting of 3,777 ADTRAN common shares from performance stock units and the surrender of 1,087 shares for tax withholding. These transactions reflect equity compensation mechanics rather than an open-market purchase or sale.

How many ADTRAN shares does James Denson Jr own after this Form 4?

After the reported transactions, James Denson Jr directly holds 127,923.486 ADTRAN common shares and indirectly holds 4,246.809 shares through a 401(k) plan. These positions reflect his updated beneficial ownership as of January 26, 2026.

What triggered the share award reported in ADTRAN CRO’s Form 4?

The award was triggered by the vesting of performance stock units granted on January 20, 2023 under ADTRAN Holdings’ 2020 Employee Stock Incentive Plan. Upon vesting, 3,777 common shares were issued to Chief Revenue Officer James Denson Jr at no cash cost.

Why were 1,087 ADTRAN shares surrendered in the Form 4 filing?

The 1,087 ADTRAN shares were delivered back to the company to pay withholding taxes due upon vesting of performance stock units. This tax-withholding method is common in equity compensation and avoids the executive paying tax in cash.

What price per share was used for ADTRAN’s tax-withholding shares?

For the tax-withholding transaction, 1,087 ADTRAN common shares were valued at $9.24 per share. This price was used solely to calculate the number of shares required to satisfy the withholding tax obligation on the vested performance stock units.

Does the ADTRAN Form 4 show any derivative securities for the CRO?

The Form 4 table for derivative securities lists no new option, warrant, or other derivative transactions. The reported activity focuses on common stock from vesting performance stock units and associated tax withholding, with no additional derivative positions disclosed.