What changed in this filing

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Item 5. Other Information

2023-05-10 compared with 2022-11-09 · 29 added, 32 removed, 16 unchanged (79% of the section changed)

OTHER INFORMATION

On November 3, 2022, the Company entered into a Euro/U.S.

dollar cross-currency swap arrangement (the “Swap”) with Wells Fargo Bank, N.A.

(the “Hedge Counterparty”).

The Swap, which is governed by the provisions of an ISDA Master Agreement (including schedules thereto and transaction confirmations that supplement such agreement) entered into between the Company and the Hedge Counterparty, enable the Company to convert a portion of its Euro denominated payment obligations under the proposed DPLTA into U.S.

Under the Swap, the Company will exchange an aggregate notional amount of $160.0 million U.S.

dollars for Euros at a daily fixed forward rate ranging from $0.98286 to $1.03290.

The aggregate amount of $160.0 million will be divided into eight quarterly tranches of $20 million.

The Company, at its sole discretion, may exchange all or part of each tranche on any given day within the applicable quarter;

provided, however, that it must exchange the full tranche by the end of such quarter.

The Swap may be accelerated or terminated early for a number of reasons, including but not limited to (i) non-payment by the Company or the Hedge Counterparty, (ii) breach of representation or warranty or covenant by either party, or (iii) insolvency or bankruptcy of either party.

Appointment of Ulrich Dopfer as Principal Accounting Officer

As previously disclosed on the Company’s Form 8-K filed on March 30, 2023, Michael Foliano, formerly Senior Vice President of Finance and Chief Financial Officer of the Company, notified the Company of his intent to retire, effective June 28, 2023.

Foliano served in his role as Chief Financial Officer of the Company through April 30, 2023.

In connection with his transition, the Board of Directors appointed Ulrich Dopfer as Senior Vice President and Chief Financial Officer of the Company, effective May 1, 2023;

Foliano continued to serve as the Company’s “principal accounting officer”

within the meaning of the rules of the SEC under the Exchange Act (the “Principal Accounting Officer”), and as the Company’s Treasurer and Secretary.

On May 10, 2023, the Board of Directors removed Mr.

Foliano from such roles, designated Mr.

Dopfer as the Company’s Principal Accounting Officer, and elected Mr.

Dopfer as Treasurer and Secretary of the Company, effective as of such date.

Amended and Restated Certificate of Incorporation of ADTRAN Holdings, Inc.

2 unchanged sentences

(incorporated by reference to Exhibit 3.2 to the Company's Form 8-K filed July 8, 2022)

Credit Agreement dated July 18, 2022, by and among ADTRAN Holdings, Inc.

and ADTRAN, Inc.

as borrowers, in favor of Wells Fargo Bank, National Association as lender (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed July 22, 2022)

Collateral Agreement dated July 18, 2022, by and among ADTRAN Holdings, Inc., ADTRAN, Inc., and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed July 22, 2022)

Guaranty Agreement dated July 18, 2022, by and between ADTRAN Holdings, Inc.

and ADTRAN, Inc.

in favor of Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed July 22, 2022)

Syndicated Credit Agreement Note Payable, date September 23, 2018, by and among ADVA Optical Networking SE, Bayerische Landesbank, and Deutsche Bank AG non-binding English translation

Settlement Agreement, dated August 4, 2022, by and between ADVA Optical Networking SE and Brian Protiva (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed September 30, 2022)

Employment Agreement dated July 13, 2022 by and between Thomas R.

Stanton and ADTRAN Holdings, Inc.

(incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed July 15, 2022)

Amended and Restated Variable Incentive Compensation Plan (incorporated by reference to Exhibit 10.8 to the Company's Form 10-Q filed August 5, 2022)

Description of Securities

First Amendment to the CEO Employment Agreement dated March 29, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed April 3, 2023)

Employment Agreement, dated September 29, 2006 and Amendment Nos.

1-16, by and between ADVA Optical Networking SE and Christoph Glingener (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed April 3, 2023)

Seventeenth Amendment, dated March 28, 2023, to Employment Agreement by and between ADVA Optical Networking SE and Christoph Glingener (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed April 3, 2023)

Employment Agreement, dated January 28, 2015, and Amendment Nos.

1-9, by and between ADVA Optical Networking SE and Ulrich Dopfer (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed March 30, 2023).

Summary of Terms of Assumed Options (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 filed July 11, 2022)

Amended and Restated Variable Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed January 26, 2023)

Form of VICC Award Letter –

Quarterly Bonus Program (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed January 26, 2023)

Rule 13a-14(a)/15d-14(a) Certifications

Section 1350 Certifications

The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL:

(i) Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021;

(ii) Condensed Consolidated Statements of Loss for the three and nine months ended September 30, 2022 and 2021;

(iii) Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2022 and 2021;

The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in Inline XBRL:

(i) Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022;

(ii) Condensed Consolidated Statements of Loss for the three months ended March 31, 2023 and 2022;

(iii) Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2023 and 2022;

(iv) Condensed Consolidated Statements of Changes in Stockholders’

Equity for the three and nine months ended September 30, 2022 and 2021;

(v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021;

Equity for the three months ended March 31, 2023 and 2022;

(v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022;

and (vi) Notes to Condensed Consolidated Financial Statements

4 unchanged sentences

ADTRAN Holdings, Inc.

November 9, 2022

/s/ Michael Foliano

Michael Foliano

/s/ Ulrich Dopfer

Ulrich Dopfer

Chief Financial Officer

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information