ADTRAN revenue chief receives 17,800 shares

The distribution followed termination of the Equity Deferral Program; the reported stock-option position included 16,878 underlying shares.

Available on EDGAR 11/05/2026 - 05:18 PM EST Accepted by SEC EDGAR 11/05/2026 - 05:18 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

ADTRAN Holdings, Inc. Chief Revenue Officer James Denson Wilson Jr. received a distribution of 17,800 common shares on November 3, 2026, following termination of the issuer’s Equity Deferral Program. The distribution resulted from 17,800 phantom-stock units, each economically equivalent to one common share; the issuer withheld 4,512 shares for his tax obligations. The reported positions also include 16,878 stock options with a $5.23 exercise price, expiring December 1, 2033, and 4,246 common shares held indirectly through a 401(k) Plan.

Insider Trade Summary

17,799.841 shares exercised/converted

Exercise 3 txns

Insider Wilson James Denson Jr

Role Chief Revenue Officer

Type	Security	Shares	Price	Value
Exercise	Phantom Stock F3	17,799.841	$0.00	$0.00
Tax Withholding	Common Stock F1	4,511.841	$5.43	$24K
Exercise	Common Stock F2	17,799.841	$0.00	$0.00
Holding	Stock Options F4	--	--	--
Holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock — 0 contracts (Direct); Common Stock — 146,096.486 shares (Direct); Stock Options — 16,878 contracts (Direct); Common Stock — 4,246.251 shares (Indirect, 401 (k) Plan)

Holdings Before and After: Phantom Stock, 17,799.841 to 0 contracts (Direct)

Footnotes (4)

1. F1. Issuer's Equity Deferral Program (the "Plan") was terminated effective November 3, 2025, resulting in a distribution to the reporting person pursuant to the Plan on November 3, 2026 ("the Distribution"). Represents the withholding by the issuer of a portion of the shares issuable pursuant to the Distribution in order to satisy the reporting person's applicable tax withholding obligations.
2. F2. Distribution of shares of common stock to the reporting person resulting from the termination of the Plan
3. F3. Each share of phantom stock is the economic equivalent of one share of the issuer's commong stock.
4. F4. The options granted to the reporting person vest in two equal annual installments beginning on December 1, 2024.

Key Figures

Common shares distributed: 17,800 shares Shares withheld for tax obligations: 4,512 shares Stock options' underlying shares: 16,878 shares +3 more

6 metrics

Common shares distributed 17,800 shares November 3, 2026

Shares withheld for tax obligations 4,512 shares November 3, 2026

Stock options' underlying shares 16,878 shares Reported direct holding

Option exercise price $5.23 Reported stock options

Option expiration date December 1, 2033 Reported stock options

Common shares held indirectly 4,246 shares Held through a 401(k) Plan

Key Terms

phantom stock, Equity Deferral Program, tax withholding obligations, exercise price, +1 more

5 terms

phantom stock financial

"Each share of phantom stock is the economic equivalent of one share"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Equity Deferral Program financial

"Issuer's Equity Deferral Program was terminated effective November 3, 2025"

tax withholding obligations financial

"to satisfy the reporting person's applicable tax withholding obligations"

exercise price financial

"options granted to the reporting person vest in two equal annual installments"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

401 (k) Plan financial

"nature of ownership: 401 (k) Plan"

FAQ

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

How many ADTN shares did James Denson Wilson Jr. receive?

ADTRAN Holdings, Inc. Chief Revenue Officer James Denson Wilson Jr. received a distribution of 17,800 common shares on November 3, 2026. The distribution resulted from termination of the issuer’s Equity Deferral Program, and the issuer withheld 4,512 shares for applicable tax obligations.

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

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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^*

Wilson James Denson Jr

(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)
	Chief Revenue Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2026

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	11/03/2026		F(1)		4,511.841	D	$5.43	128,296.545	D
Common Stock	11/03/2026		M(2)		17,799.841	A	$0	146,096.486	D
Common Stock								4,246.251	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
Phantom Stock	(3)	11/03/2026		M			17,799.841	11/03/2026	11/03/2026	Common Stock	17,799.841	$0	0	D
Stock Options	$5.23							12/01/2023(4)	12/01/2033	Common Stock	16,878		16,878	D

Explanation of Responses:

1. Issuer's Equity Deferral Program (the "Plan") was terminated effective November 3, 2025, resulting in a distribution to the reporting person pursuant to the Plan on November 3, 2026 ("the Distribution"). Represents the withholding by the issuer of a portion of the shares issuable pursuant to the Distribution in order to satisy the reporting person's applicable tax withholding obligations.

2. Distribution of shares of common stock to the reporting person resulting from the termination of the Plan

3. Each share of phantom stock is the economic equivalent of one share of the issuer's commong stock.

4. The options granted to the reporting person vest in two equal annual installments beginning on December 1, 2024.

	/s/ Dan Ragsdale, by power of attorney	11/05/2026
	** 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)