ADTRAN (ADTN) CRO uses 2,225 shares to cover equity award taxes

Rhea-AI Filing Summary

ADTRAN Holdings’ Chief Revenue Officer Wilson James Denson Jr reported share transfers tied to tax withholding on vested equity awards. On January 24, 2026, 1,227 shares of common stock were delivered back to the company at $9.55 per share. On January 26, 2026, a further 998 shares were delivered at $9.73 per share. After these transactions, he held 125,233.486 shares of common stock directly and 4,246.809 shares indirectly through a 401(k) plan. The filing explains that the shares were surrendered to cover withholding taxes upon vesting of previously granted restricted stock units.

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)
01/24/2026

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	01/24/2026		F(1)		1,227	D	$9.55	126,231.486	D
Common Stock	01/26/2026		F(1)		998	D	$9.73	125,233.486	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	01/27/2026
	** 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 insider transaction did ADTRAN (ADTN) report for Wilson James Denson Jr?

ADTRAN reported that Chief Revenue Officer Wilson James Denson Jr delivered shares back to the company to cover tax withholding on vested restricted stock units, rather than executing an open-market sale, according to the Form 4 filing.

How many ADTRAN (ADTN) shares were used for tax withholding in this Form 4?

The Form 4 shows 1,227 ADTRAN common shares delivered at $9.55 and 998 shares delivered at $9.73, all used to satisfy withholding taxes linked to the vesting of previously granted restricted stock units.

How many ADTRAN (ADTN) shares does Wilson James Denson Jr hold after the transactions?

After the reported transactions, Wilson James Denson Jr beneficially owned 125,233.486 ADTRAN common shares directly, plus 4,246.809 additional common shares held indirectly through a 401(k) plan, as disclosed in the Form 4.

Were the ADTRAN (ADTN) insider transactions open-market sales?

No. The Form 4 specifies that the shares were delivered to ADTRAN to pay withholding taxes upon vesting of restricted stock units, meaning these were tax-related share surrenders rather than discretionary open-market share sales.

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

Transaction code “F” in the ADTRAN Form 4 indicates shares were surrendered to the issuer to satisfy tax withholding obligations arising from the vesting of equity awards, such as restricted stock units, instead of being sold in the open market.

How are ADTRAN (ADTN) shares in the 401(k) plan reported in this Form 4?

The Form 4 lists 4,246.809 ADTRAN common shares held indirectly through a 401(k) plan. These are reported separately from directly held shares, reflecting beneficial ownership through the retirement plan structure.