ADTRAN (ADTN) CRO uses 765 shares to cover RSU tax withholding

Rhea-AI Filing Summary

ADTRAN Holdings, Inc. Chief Revenue Officer Wilson James Denson Jr reported a routine share withholding transaction. On 01/20/2026, 765 shares of common stock were delivered to ADTRAN at a price of $9.24 per share to cover withholding taxes due on the vesting of previously granted restricted stock units. After this transaction, Denson directly beneficially owned 127,458.486 shares of common stock and indirectly held 4,246.809 shares of common stock through a 401(k) plan. This reflects tax-related administration of equity compensation rather than an open-market sale.

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

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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)
01/20/2026

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	01/20/2026		F(1)		765	D	$9.24	127,458.486	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. 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	01/22/2026
	** 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.
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FAQ

What did ADTRAN (ADTN) insider Wilson James Denson Jr report on this Form 4?

The filing shows that Chief Revenue Officer Wilson James Denson Jr had 765 shares of ADTRAN common stock delivered to the company to pay withholding taxes owed on the vesting of previously granted restricted stock units.

Was the ADTRAN (ADTN) insider transaction an open-market sale?

No. The footnote explains that the 765 shares were delivered to the issuer solely for the payment of withholding taxes related to vesting restricted stock units, not sold in an open market transaction.

How many ADTRAN (ADTN) shares does Wilson James Denson Jr own after the reported transaction?

Following the transaction, Wilson James Denson Jr directly beneficially owned 127,458.486 shares of ADTRAN common stock and indirectly held 4,246.809 shares through a 401(k) plan.

What is transaction code "F" in this ADTRAN (ADTN) Form 4 filing?

Transaction code "F" indicates that shares were withheld or delivered to the issuer to satisfy tax withholding obligations arising from the vesting or exercise of an equity award such as restricted stock units.

What price per share was used for the ADTRAN (ADTN) tax withholding shares?

The 765 shares delivered to ADTRAN for tax withholding were valued at a price of $9.24 per share, as reported in the Form 4.

Is this ADTRAN (ADTN) Form 4 filing indicative of a change in insider ownership strategy?

The reported activity reflects a routine tax withholding event tied to restricted stock unit vesting. It documents administrative handling of equity compensation rather than a discretionary buy or sell decision.