What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2025-05-20 compared with 2024-11-12 · 15 added, 16 removed, 15 unchanged (67% of the section changed)

3 unchanged sentences

During the fiscal quarter ended September 30, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Effective June 8, 2023, ADVA Optical Networking SE, a subsidiary of the Company (“ADVA”), changed its name to Adtran Networks SE.

By operation of law, any reference to ADVA Optical Networking SE in these exhibits should be read as Adtran Networks SE as set forth in the Exhibit List below.

During the fiscal quarter ended March 31, 2025, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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

(incorporated by reference to Exhibit 3.1 to ADTRAN's Form 8-K filed July 8, 2022)

(incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed July 8, 2022)

Second Amended and Restated Bylaws of ADTRAN Holdings, Inc.

(incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed October 24, 2023)

Nineteenth Amendment to Employment Agreement, dated August 27, 2024, by and between Adtran Networks SE and Christoph Glingener (incorporated by reference to exhibit 10.1 to the Company's Form 8-K filed August 30, 2024)

Tenth Amendment Employment Agreement, dated August 27, 2024, by and between Adtran Networks SE and Ulrich Dopfer (incorporated by reference to exhibit 10.2 to the Company's Form 8-K filed August 30, 2024)

Fifth Amendment to Credit Agreement and Waiver, by and between ADTRAN, Inc., Adtran Networks, SE and Wells Fargo Bank, National Association, dated May 6, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed May 12, 2025)

Offer Letter, dated February 28, 2025, by and between ADTRAN Holdings, Inc.

and Timothy Santo (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed March 7, 2025)

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, 2024, formatted in Inline XBRL:

(i) Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023;

(ii) Condensed Consolidated Statements of Loss for the three and nine months ended September 30, 2024 and 2023;

(iii) Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2024 and 2023;

(iv) Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2024 and 2023;

(v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023;

The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in Inline XBRL:

(i) Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024;

(ii) Condensed Consolidated Statements of Loss for the three months ended March 31, 2025 and 2024;

(iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024;

(iv) Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2025 and 2024;

(v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024;

and (vi) Notes to Condensed Consolidated Financial Statements

3 unchanged sentences

ADTRAN Holdings, Inc.

November 12, 2024

/s/ Ulrich Dopfer

Ulrich Dopfer

/s/ Timothy Santo

Timothy Santo

Senior Vice President of Finance and

Chief Financial Officer

(Principal Accounting Officer)

(Principal Financial Officer and Duly Authorized Officer)

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