OTHER INFORMATION
−Removed: (a) Departure of Directors or Certain Officers;
−Removed: Election of Directors;
−Removed: Appointment of Certain Officers;
−Removed: Compensatory Arrangements of Certain Officers
−Removed: 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”).
−Removed: 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.
−Removed: 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.
−Removed: The Company has also terminated its deferred compensation plans for its non-employee directors.
−Removed: 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”).
−Removed: Distributions of amounts that are set to occur prior to the Liquidation Date will be made as scheduled under the terms of each Plan.
−Removed: 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.
+Added: (a) Not applicable
(b) Not applicable
(c) Insider Trading Arrangements
−Removed: 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.”
+Added: During the fiscal quarter ended March 31, 2026, 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.
−Removed: (incorporated by reference to Exhibit 3.1 to ADTRAN's Form 8-K filed July 8, 2022)
+Added: (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)
−Removed: Indenture, dated as of September 19, 2025, between ADTRAN Holdings, Inc.
−Removed: 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)
−Removed: Form of certificate representing the 3.75% convertible senior notes due 2030 (included as Exhibit A to Exhibit 4.1)
−Removed: 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)
−Removed: 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)
−Removed: 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
−Removed: 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
−Removed: Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 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:
−Removed: (i) Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024;
−Removed: (ii) Condensed Consolidated Statements of Loss for the three and nine months ended September 30, 2025 and 2024 (Restated);
−Removed: (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended September 30, 2025 and 2024 (Restated);
−Removed: (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);
−Removed: (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (Restated);
+Added: Second Amendment to the CEO Employment Agreement, dated April 6, 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed April 7, 2026)
+Added: Form of 2026 3-Year Performance Shares Agreement under the ADTRAN Holdings, Inc.
+Added: 2024 Employee Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed April 7, 2026)
+Added: Form of 2026 CEO 3-Year Performance Shares Agreement under the ADTRAN Holdings, Inc.
+Added: 2024 Employee Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed April 7, 2026)
+Added: Form of 2026 Restricted Stock Unit Agreement under the ADTRAN Holdings, Inc.
+Added: 2024 Employee Stock Incentive Plan
+Added: Form of 2026 CEO Restricted Stock Unit Agreement under the ADTRAN Holdings, Inc.
+Added: 2024 Employee Stock Incentive Plan
+Added: Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: Section 1350 Certifications
+Added: The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL:
+Added: (i) Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025;
+Added: (ii) Condensed Consolidated Statements of Loss for the three months ended March 31, 2026 and 2025;
+Added: (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income for the three months ended March 31, 2026 and 2025;
+Added: (iv) Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2026 and 2025;
+Added: (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025;
and (vi) Notes to Condensed Consolidated Financial Statements
3 unchanged sentences
ADTRAN Holdings, Inc.
−Removed: 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.