ADTRAN (ADTN) CFO transfers 1,501 shares for RSU tax withholding

Rhea-AI Filing Summary

ADTRAN Holdings SVP of Finance and CFO Timothy P. Santo reported a routine tax-withholding share transfer. On the transaction date, 1,501 shares of common stock were delivered to ADTRAN Holdings at a price of $11.90 per share to cover withholding taxes on vesting restricted stock units. After this non-market disposition, Santo directly holds 25,093 shares of ADTRAN Holdings 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^*

Santo Timothy P

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP of Finance; CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

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	03/19/2026		F(1)		1,501	D	$11.9	25,093	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	03/23/2026
	** 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)

FAQ

What insider transaction did ADTRAN (ADTN) disclose for CFO Timothy Santo?

ADTRAN reported that CFO Timothy P. Santo transferred 1,501 shares of common stock to the company. The shares were delivered to cover withholding taxes due upon vesting of previously granted restricted stock units, rather than being sold in the open market.

Was the ADTRAN (ADTN) CFO Form 4 transaction a market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 1,501 shares were delivered to ADTRAN to satisfy withholding taxes related to vesting restricted stock units, which is a common administrative step for equity compensation.

How many ADTRAN (ADTN) shares does the CFO hold after this Form 4 transaction?

Following the tax-withholding disposition, CFO Timothy P. Santo directly holds 25,093 shares of ADTRAN Holdings common stock. This figure reflects his remaining direct ownership after transferring 1,501 shares to the company to pay required withholding taxes.

What price per share was used in the ADTRAN (ADTN) CFO tax-withholding transaction?

The tax-withholding disposition used a price of $11.90 per share for the 1,501 shares delivered. This price is used solely for reporting the value of shares transferred to ADTRAN to cover withholding taxes on vesting restricted stock units.

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

Transaction code “F” indicates payment of tax liability or exercise price by delivering securities. In this case, 1,501 shares of ADTRAN common stock were delivered to the issuer to satisfy withholding taxes from the vesting of restricted stock units granted earlier.