ADTRAN CFO granted 28,252 restricted stock units

Santo Timothy P reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Santo Timothy P reported acquisition or exercise transactions in this Form 4 filing.

ADTRAN Holdings, Inc. reported that SVP of Finance and CFO Timothy P. Santo received a grant of 28,252 shares of Common Stock in the form of restricted stock units at no cash cost per share. These restricted stock units vest in four equal annual installments beginning on the first anniversary of the grant date. Following this grant, Santo directly holds 53,345 shares of the company’s common stock.

Insider Trade Summary

Grant/Award: 28,252 shares

Grant/Award 1 txn

Insider Santo Timothy P

Role SVP of Finance; CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	28,252	$0.00	$0.00

Holdings After Transaction: Common Stock — 53,345 shares (Direct)

Footnotes (1)

1. F1. Represents a grant of restricted stock units that vest in four equal and annual installments beginning on the first anniversary date of the grant.

Key Figures

RSU grant: 28,252 shares Grant price: $0.0000 per share Post-grant holdings: 53,345 shares +2 more

5 metrics

RSU grant 28,252 shares Restricted stock units granted to CFO

Grant price $0.0000 per share Equity compensation award, no cash paid

Post-grant holdings 53,345 shares CFO’s direct common stock holdings after grant

Vesting schedule 4 annual installments Equal vesting starting first anniversary of grant

Transaction code A Grant, award, or other acquisition of common stock

Key Terms

restricted stock units, vest in four equal and annual installments, grant, award, or other acquisition, SVP of Finance; CFO

4 terms

restricted stock units financial

"Represents a grant of restricted stock units that vest in four equal"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

vest in four equal and annual installments financial

"that vest in four equal and annual installments beginning on the first"

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

SVP of Finance; CFO financial

"is_officer: 1, officer_title: SVP of Finance; CFO"

FAQ

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

What insider transaction did ADTRAN (ADTN) report for CFO Timothy P. Santo?

ADTRAN reported that CFO Timothy P. Santo received a grant of 28,252 restricted stock units. These units are a form of equity compensation and were granted at no cash cost per share, increasing his direct holdings to 53,345 common shares.

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

After the grant, CFO Timothy P. Santo directly holds 53,345 shares of ADTRAN common stock. This total includes the 28,252 restricted stock units granted on the reported date, which will vest over time, subject to the four-year vesting schedule.

What are the vesting terms of the ADTRAN (ADTN) restricted stock units granted to the CFO?

The 28,252 restricted stock units granted to ADTRAN’s CFO vest in four equal annual installments. Vesting begins on the first anniversary of the grant date, meaning one-quarter of the award becomes unrestricted each year over a four-year period.

Did the ADTRAN (ADTN) CFO buy these shares on the open market?

No, the CFO did not buy these shares on the open market. The Form 4 shows a grant of 28,252 restricted stock units with a price of $0.0000 per share, indicating an equity compensation award rather than an open-market purchase transaction.

Is the ADTRAN (ADTN) CFO’s Form 4 transaction a routine compensation event?

The filing describes the transaction as a grant or award acquisition of restricted stock units, which is typically part of executive compensation. The four-year vesting schedule aligns with standard long-term incentive structures used to retain and align senior executives.

What role does Timothy P. Santo hold at ADTRAN (ADTN) in this Form 4?

In this Form 4, Timothy P. Santo is identified as an officer of ADTRAN, serving as SVP of Finance and Chief Financial Officer. The reported grant of restricted stock units reflects equity-based compensation tied to this senior leadership position.

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

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Accepted by SEC EDGAR 04/03/2026 - 03:15 PM Learn about SEC filing dates

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^*

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)
04/01/2026

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	04/01/2026		A(1)		28,252	A	$0	53,345	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. Represents a grant of restricted stock units that vest in four equal and annual installments beginning on the first anniversary date of the grant.

	/s/ Dan Ragsdale, by power of attorney	04/03/2026
	** 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)