Divisar Capital Reports 5.3% Stake in ADTRAN (4.23M Shares)

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.

Rhea-AI Filing Summary

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.

Positive

• Clear disclosure of the exact number of shares (4,229,362) and the calculated ownership percentage (5.3%)
• Ownership structure disclosed showing shares held through funds with shared voting and dispositive power, aligning with regulatory expectations

Negative

• No detail on acquisition timing or transaction history, so changes in position cannot be inferred from this filing
• No statement of intent regarding engagement, nominations, or plans that could affect governance

Insights

Financial Analyst

TL;DR: A 5.3% stake from an adviser signals a meaningful minority position without sole control, potentially indicating active monitoring or engagement.

Divisar's 4.23M-share holding equals 5.3% of ADTN's 80.05M shares outstanding, a position large enough to attract investor attention but below levels that grant unilateral control. The shared voting and dispositive power suggests the stake is held through funds managed by Divisar rather than directly, consistent with an investment-adviser reporting structure. This filing clarifies ownership but includes no transaction details, changes in position, or stated intentions regarding governance.

Corporate Governance Expert

TL;DR: Ownership is material for disclosure and governance tracking but shows no explicit control attempt or group formation.

The report discloses shared authority over 4,229,362 shares and includes the required disclaimer by the underlying funds. No group affiliation or solicitation is claimed. The certification affirms the securities were acquired in the ordinary course of business and not to influence control. For governance purposes, this is a routine but material disclosure identifying a sizable institutional investor and the relevant voting/dispositive arrangements.

FAQ

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

How many ADTN shares does Divisar Capital Management report owning?

The filing reports 4,229,362 shares of ADTN common stock as beneficially owned.

What percentage of ADTRAN Holdings (ADTN) does this stake represent?

The reported position represents 5.3% of the class, based on 80,052,167 shares outstanding as stated in the filing.

Does Divisar or Steven Baughman have sole voting control over these shares?

No. The filing shows 0 sole voting power and 4,229,362 shared voting power for both reporting persons.

Are the shares held directly or on behalf of funds?

Shares are held by funds managed by Divisar; the adviser and Mr. Baughman may be deemed beneficial owners because of their roles, and the funds disclaim beneficial ownership.

Does the filing indicate any intent to change or influence control of ADTN?

No. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

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

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Accepted by SEC EDGAR 08/14/2025 - 03:28 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

ADTRAN Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

00486H105

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 00486H105

1

Names of Reporting Persons

Divisar Capital Management LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,229,362.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,229,362.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,229,362.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.3 %

12

Type of Reporting Person (See Instructions)

IA, OO, HC

SCHEDULE 13G

CUSIP No. 00486H105

1

Names of Reporting Persons

Steven Baughman

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,229,362.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,229,362.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,229,362.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.3 %

12

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ADTRAN Holdings, Inc.
(b)	Address of issuer's principal executive offices: 901 EXPLORER BLVD, HUNTSVILLE, ALABAMA, 35806
Item 2.
(a)	Name of person filing: This statement is filed by the entities and persons listed below, who are collectively referred herein as "Reporting Persons", with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company: (i) Divisar Capital Management, LLC (ii) Steven Baughman
(b)	Address or principal business office or, if none, residence: (i) Divisar Capital Management, LLC 275 Sacramento Street, 8th Floor San Francisco, CA 94111 (ii) Steven Baughman c/o Divisar Capital Management, LLC 275 Sacramento Street, 8th Floor San Francisco, CA 94111
(c)	Citizenship: (i) Divisar Capital Management, LLC - DE (ii) Steven Baughman - USA
(d)	Title of class of securities: Common Stock, par value $0.01
(e)	CUSIP No.: 00486H105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Divisar Capital Management, LLC is an investment adviser that is registered under the Investment Advisers Act of 1940. Divisar Capital Management, LLC, which serves as the general partner and investment manager to each of Divisar Partners QP, L.P. and Divisar Partners, L.P., (collectively the "Funds"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Steven Baughman, as CEO of Divisar Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, each of the Funds expressly disclaims beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that either of the Funds are the beneficial owner of any of the securities reported herein. Divisar Capital Management, LLC Amount beneficially owned: 4,229,362 Steven Baughman Amount beneficially owned: 4,229,362
(b)	Percent of class: Based on 80,052,167 shares of Common Stock as of July 31, 2025, as represented by the Issuer in the Form 10-Q filed with the SEC on August 5, 2025. Divisar Capital Management, LLC Percent of Class: 5.3% Steven Baughman Percent of Class: 5.3%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Divisar Capital Management, LLC Sole power to vote or to direct vote: 0 Steven Baughman Sole power to vote or to direct vote: 0
	(ii) Shared power to vote or to direct the vote: Divisar Capital Management, LLC Shared power to vote or to direct vote: 4,229,362 Steven Baughman Shared power to vote or to direct vote: 4,229,362
	(iii) Sole power to dispose or to direct the disposition of: Divisar Capital Management, LLC Sole power to dispose or to direct the disposition of: 0 Steven Baughman Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: Divisar Capital Management, LLC Shared power to dispose or to direct the disposition of: 4,229,362 Steven Baughman Shared power to dispose or to direct the disposition of: 4,229,362
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Notes Above.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Notes Above.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Divisar Capital Management LLC

Signature:	/s/ Steven Baughman
Name/Title:	CEO
Date:	08/14/2025

Steven Baughman

Signature:	/s/ Steven Baughman
Name/Title:	Steven Baughman
Date:	08/14/2025