What changed in this filing

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Item 5. Other Information

2025-11-04 compared with 2025-08-05 · 28 added, 34 removed, 17 unchanged (78% of the section changed)

OTHER INFORMATION

2026 Annual Meeting of Stockholders

As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on July 30, 2025, on July 29, 2025, the Board set the date for the Company’s 2026 Annual Meeting as May 13, 2026.

The meeting will be a virtual meeting conducted by live webcast on the internet.

Additional details regarding the 2026 Annual Meeting, including the time and matters to be voted upon, will be set forth in the Company’s definitive proxy statement for the 2026 Annual Meeting to be filed with the SEC.

As the date of the 2026 Annual Meeting has changed by more than 30 days from the one-year anniversary of the 2025 Annual Meeting, the Company is informing stockholders of this change in accordance with Rule 14a-5(f) under the Exchange Act, and it is also informing stockholders of the new dates described below for submitting stockholder proposals and other matters.

Pursuant to Rule 14a-8 of the Exchange Act, any stockholder intending to present a proposal for inclusion in the proxy statement for the 2026 Annual Meeting must provide timely written notice of the proposal to us at ADTRAN Holdings, Inc., Attn:

Corporate Secretary, 901 Explorer Boulevard, Huntsville, Alabama 35806, along with proof of ownership of our stock in accordance with Rule 14a‑8(b)(2).

The Company must receive the proposal by December 1, 2025 for possible inclusion in the proxy statement, which the Board has determined to be a reasonable time before the Company expects to begin to print and send its proxy materials in accordance with Rule 14a-8(e).

The December 1, 2025 deadline also applies in determining whether notice of a shareholder proposal is timely for purposes of exercising discretionary voting authority with respect to proxies under Rule 14a-4(c)(1) of the Exchange Act.

Additionally, under the Company’s bylaws, any stockholder of record intending to nominate a candidate for election to the Board or to propose any business at the 2026 Annual Meeting must give timely written notice to us at ADTRAN Holdings, Inc., Attn:

Corporate Secretary, 901 Explorer Boulevard, Huntsville, Alabama 35806.

A nomination or proposal for the 2026 Annual Meeting will be considered timely if it is received no earlier than January 13, 2026 (the 120th day prior to the 2026 Annual Meeting) and no later than the close of business on February 12, 2026 (the later of the 90th day prior to the 2026 Annual Meeting and the 10th day following the day on which public announcement of the date of the 2026 Annual Meeting is first made).

In no event shall the adjournment or postponement of the 2026 Annual Meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice with respect to a nomination or proposal for the 2026 Annual Meeting.

The notice of nomination or proposal, including any notice of a proposal for inclusion in the proxy statement described in the paragraph above, must detail the information specified in the Company’s bylaws and comply with Delaware law and the applicable rules of the SEC.

The Company will not entertain any proposals or nominations at the 2026 Annual Meeting that do not meet the requirements set forth in its bylaws.

In addition to satisfying the requirements under our bylaws, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees at the 2026 Annual Meeting must provide notice to the Company that complies with the informational requirements of Rule 14a-19 under the Exchange Act.

(a) Not applicable

(a) Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers

On November 3, 2025 (the “Termination Date”), in an effort to streamline the benefits offered to members of management and other key employees, the Company terminated its Deferred Compensation Program for Employees (the “Deferred Compensation Plan”) and its Equity Deferral Program for Employees together with the Deferred Compensation Plan, the “Plans”).

The Plans are deferred compensation plans that have provided certain members of management or highly compensated employees, including certain of our named executive officers, with an opportunity to defer the receipt of a portion of their cash compensation, bonus, or other specified compensation.

Each of the Plans has been maintained as an unfunded, nonqualified plan providing benefits based on the participant’s notional account balance at the time of retirement or separation, death or (with respect to the Deferred Compensation Plan) a change in control.

The Company has also terminated its deferred compensation plans for its non-employee directors.

In accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and as a result of the termination of the Plans, the payment of all benefits to each Plan’s participants and beneficiaries in the form of lump sum or installment distributions is scheduled to occur no earlier than twelve (12) months and no later than twenty-four (24) months following the Termination Date (the “Liquidation Date”).

Distributions of amounts that are set to occur prior to the Liquidation Date will be made as scheduled under the terms of each Plan.

Until the Liquidation Date, each of the Plans will continue to operate in the ordinary course, except that no new deferrals will be credited to the participants for compensation earned after the Termination Date.

(b) Not applicable

During the fiscal quarter ended June 30, 2025, no ne 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.”

During the fiscal quarter ended September 30, 2025, no ne 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.

2 unchanged sentences

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

Settlement Agreement, dated May 12, 2025, by and between Adtran Networks SE and Ulrich Dopfer

Form of Restricted Stock Unit Agreement for CEO under the ADTRAN Holdings, Inc.

2024 Employee Stock Incentive Plan

Form of Market-Based Performance Stock Unit Agreement for CEO under the ADTRAN Holdings, Inc.

2024 Employee Stock Incentive Plan

Form of Performance Share Agreement for CEO under the ADTRAN Holdings, Inc.

2024 Employee Stock Incentive Plan

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 June 30, 2025, formatted in Inline XBRL:

(i) Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024;

(ii) Condensed Consolidated Statements of Loss for the three and six months ended June 30, 2025 and 2024;

(iii) Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2025 and 2024;

(iv) Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2025 and 2024;

(v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024;

Indenture, dated as of September 19, 2025, between ADTRAN Holdings, Inc.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed September 22, 2025)

Form of certificate representing the 3.75% convertible senior notes due 2030 (included as Exhibit A to Exhibit 4.1)

Sixth Amendment and Consent to Credit Agreement, dated as of September 16, 2025 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed September 17, 2025)

Form of Confirmation for Capped Call Transactions (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed September 22, 2025)

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL:

(i) Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024;

(ii) Condensed Consolidated Statements of Loss for the three and nine months ended September 30, 2025 and 2024 (Restated);

(iii) Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended September 30, 2025 and 2024 (Restated);

(iv) Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2025 and 2024, for the three months ended June 30, 2025 and 2024 and for the three months ended September 30, 2025 and 2024 (Restated);

(v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (Restated);

and (vi) Notes to Condensed Consolidated Financial Statements

3 unchanged sentences

ADTRAN Holdings, Inc.

August 5, 2025

November 4, 2025

/s/ Timothy Santo

4 unchanged sentences

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