Welcome to our dedicated page for Adtran SEC filings (Ticker: ADTN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
ADTRAN Holdings, Inc. filings document the public-company record for a networking and communications equipment provider listed on Nasdaq and the Frankfurt Stock Exchange. Its reports and current-event filings cover financial results, Regulation FD presentations, preliminary results disclosed under German and European market-abuse rules, and operating context for broadband access, optical networking and services.
Governance filings include definitive proxy materials, executive compensation arrangements, stock incentive plan awards, board and committee approvals, and compensation metrics tied to Adjusted EBIT and relative total shareholder return. Capital-structure disclosures include the company's completed issuance of 3.75% convertible senior notes due 2030, related indenture terms, conversion features, debt ranking and subsidiary liability considerations.
ADTRAN Holdings, Inc. furnished an update that it has released certain preliminary financial results for its fiscal quarter and full year ended December 31, 2025. These figures were shared through a press release and an accompanying ad hoc announcement.
Because ADTRAN is also listed on the Frankfurt Stock Exchange, it must follow European Market Abuse Regulation rules, which require real-time disclosure when expected results materially deviate from previously announced guidance or analyst consensus. To meet these obligations, ADTRAN published an ad hoc announcement in Germany covering preliminary results for the quarter ended December 31, 2025, and attached both the press release and the ad hoc notice as exhibits to this report.
ADTRAN Holdings, Inc., through its majority-owned subsidiary Adtran Networks SE, amended the employment agreement of Chief Technology Officer Christoph Glingener on December 9, 2025. The amendment extends his employment term through December 31, 2026 and increases his annual base salary to €400,000 starting October 1, 2025.
Under the revised agreement, Glingener remains eligible for an annual incentive cash bonus tied to the Company’s total revenue and adjusted earnings before interest and taxes, with a target equal to 60% of his base salary. He also continues to be eligible for annual grants of time-based RSUs and market-based PSUs based on the Company’s relative total shareholder return versus the Nasdaq Telecommunications Index, with the targeted size of the annual RSU grant and the market-based PSU grant to equal 40% of his base salary. The amendment reflects previously granted three-year performance-based PSUs tied to Adjusted EBIT through December 31, 2025 and keeps his total annual remuneration capped at €2,800,000.
ADTRAN Holdings, Inc. (ADTN) reported an insider purchase of its common stock by a reporting person who is both a Director and the Chairman & CEO. On 11/24/2025, this individual acquired 40,928 shares of ADTRAN common stock in an open-market transaction coded as a purchase. The weighted average purchase price reported was $7.33 per share, with individual trades executed between $7.32 and $7.33.
Following this transaction, the reporting person beneficially owns 982,095.51 shares of ADTRAN common stock in direct form. The filing notes that detailed information on the number of shares purchased at each separate price within the stated range is available upon request.
ADTRAN Holdings, Inc. (ADTN) filed a Form 4 reporting a small insider share disposition tied to tax withholding. The company’s Chief Revenue Officer reported that on 11/17/2025, 468 shares of common stock were withheld and delivered to the issuer at $7.33 per share to cover withholding taxes due upon vesting of previously granted restricted stock units. After this administrative transaction, the officer beneficially owns 128,223.486 shares of ADTRAN common stock directly and 4,246.809 shares indirectly through a 401(k) plan. This filing reflects routine equity compensation and tax settlement activity rather than an open-market sale.
ADTRAN Holdings (ADTN) Chairman and CEO reported a Form 4 transaction reflecting shares withheld for taxes. On 11/17/2025, 3,355 shares of common stock were disposed of in a transaction coded "F," meaning the shares were delivered back to the company to cover withholding taxes due on the vesting of previously granted restricted stock units.
After this tax-related share withholding, the reporting person directly beneficially owned 941,167.51 shares of ADTRAN Holdings common stock. The filing is an administrative update to reflect equity compensation and related tax obligations rather than an open-market stock sale.
ADTRAN Holdings (ADTN) filed its Q3 2025 report, showing continued top-line recovery with revenue of $279.4M (vs. $227.7M a year ago). Gross profit rose to $107.1M, while the company recorded an operating loss of $2.8M and a net loss of $7.8M or $0.12 per share.
Cash and cash equivalents were $93.7M with $7.5M in restricted cash; cash, cash equivalents and restricted cash totaled $101.2M as of September 30, 2025. The company issued $201.3M of 3.75% convertible senior notes due 2030, receiving net proceeds of $192.8M, and reduced the non-current revolving credit balance to $25.0M from $189.6M. Remaining performance obligations were $174.0M.
Management highlights ongoing obligations under the DPLTA with Adtran Networks and notes prior restated financials tied to inventory and RNCI accounting. The filing references identified material weaknesses and a non-public SEC information request received on August 4, 2025.
ADTRAN Holdings, Inc. (ADTN) reported that it announced financial results for the third quarter ended September 30, 2025. The company furnished a press release and investor presentation as exhibits, and executives will discuss the results on a live audio webcast.
The webcast is scheduled for November 4, 2025, at 9:30 a.m. Central Time (4:30 p.m. Central European Time), with an archived recording available for a limited time on the Investor Relations website. The information in the results announcement and presentation was furnished, not filed, under the Exchange Act.
ADTRAN Holdings, Inc. issued $201,250,000 aggregate principal amount of 3.75% convertible senior notes due 2030 in a private offering to qualified institutional buyers. The notes bear 3.75% interest, paid semi-annually starting March 15, 2026, and mature on September 15, 2030 unless earlier repurchased, redeemed or converted.
Holders can convert at an initial rate of 86.8206 shares per $1,000 principal (a conversion price of about $11.52 per share), with a maximum of 22,714,447 common shares initially issuable on conversion. ADTRAN may redeem the notes on or after September 20, 2028 if trading and price conditions are met, and holders can require repurchase upon certain “fundamental change” events.
The company also entered into capped call transactions covering the shares underlying the notes, with an initial cap price of $15.51 per share (about a 75% premium to the $8.86 stock price on September 16, 2025) at a cost of about $17.6 million, which are intended to reduce potential dilution or excess cash payments upon conversion, subject to a cap.
ADTRAN Holdings, Inc. issued $201,250,000 aggregate principal amount of 3.75% convertible senior notes due 2030 in a private offering to qualified institutional buyers. The notes bear 3.75% interest, paid semi-annually starting March 15, 2026, and mature on September 15, 2030 unless earlier repurchased, redeemed or converted.
Holders can convert at an initial rate of 86.8206 shares per $1,000 principal (a conversion price of about $11.52 per share), with a maximum of 22,714,447 common shares initially issuable on conversion. ADTRAN may redeem the notes on or after September 20, 2028 if trading and price conditions are met, and holders can require repurchase upon certain “fundamental change” events.
The company also entered into capped call transactions covering the shares underlying the notes, with an initial cap price of $15.51 per share (about a 75% premium to the $8.86 stock price on September 16, 2025) at a cost of about $17.6 million, which are intended to reduce potential dilution or excess cash payments upon conversion, subject to a cap.
ADTRAN Holdings entered into a sixth amendment to its Wells Fargo credit agreement and launched a new convertible notes financing. The amendment allows issuance of up to $230,000,000 of new unsecured convertible debt, with net cash proceeds directed to repay revolving credit loans, pay related fees and expenses, and cash collateralize obligations under the amended facility for potential purchases of additional equity in Adtran Networks SE.
The company separately priced an upsized private offering of $175.0 million aggregate principal amount of convertible senior notes due 2030, with an option for initial purchasers to buy an additional $26.25 million. ADTRAN plans to use proceeds to fund capped call transactions, repay approximately $152.8 million of borrowings under the amended Wells Fargo credit agreement, pay fees tied to the amendment, and, if the option is exercised, further debt repayment and cash collateralization. Related capped call transactions have an initial cap price of $15.51 per share, about 75% above the $8.86 last reported share price on September 16, 2025.
Divisar Capital Management, LLC and Steven Baughman report shared beneficial ownership of 4,229,362 shares of ADTRAN Holdings, Inc. common stock, representing 5.3% of the class. The filing states Divisar acts as investment adviser to two funds that hold the shares and that Mr. Baughman, as CEO with voting and investment discretion, may be deemed beneficial owner. All reported shares are held with shared voting and dispositive power; neither reporting person claims sole voting or dispositive power. The ownership percentage is calculated from 80,052,167 shares outstanding as referenced in the filing.