--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-190213" form_type: "8-K" ticker: "ADTN" cik: "0000926282" company_name: "ADTRAN Holdings, Inc." filed_at: "2022-07-08T23:59:59+00:00" generated_at: "2026-06-24T18:52:06.156374+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # ADTRAN Holdings completes merger of ADTRAN; ADVA exchange offer to settle July 15 ## Summary - Merger closed July 8, 2022; each ADTRAN share converted into one ADTRAN Holdings share (ADTN). - Exchange offer for ADVA at 0.8244 ratio; 65.43% of ADVA shares tendered; settlement expected July 15. - New board elected with Thomas Stanton as Chairman/CEO; Brian Protiva to become Vice Chairman post-exchange. - ADTN shares listed on Nasdaq (ADTN) and approved for Frankfurt Stock Exchange (QH9). - ADTRAN Holdings becomes successor issuer; prior ADTRAN shares to be delisted and deregistered. ## SEC filing metadata - accession: 0001193125-22-190213 - form_type: 8-K - ticker: ADTN - cik: 0000926282 - company_name: ADTRAN Holdings, Inc. - filed_at: 2022-07-08T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/926282/000119312522190213/0001193125-22-190213-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/926282/000119312522190213/d367038d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-190213 - JSON: https://secwatch.observer/filing/0001193125-22-190213.json - Plain text: https://secwatch.observer/filing/0001193125-22-190213.txt ## Key facts - Executive change Jacqueline H. Rice was elected as Director at ADTRAN Holdings, Inc.. - Action: elected - Role: Director source text: H. Fenwick Huss, Gregory J. McCray, Balan Nair, Jacqueline H. Rice and Kathryn A. Walker were elected to the Board of Directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/926282/000119312522190213/0001193125-22-190213-index.htm - Executive change James D. Wilson, Jr. was appointed as Chief Revenue Officer at ADTRAN Holdings, Inc.. - Action: appointed - Role: Chief Revenue Officer source text: James D. Wilson, Jr. Chief Revenue Officer evidence_url: https://www.sec.gov/Archives/edgar/data/926282/000119312522190213/0001193125-22-190213-index.htm - Executive change Gregory J. McCray was elected as Director at ADTRAN Holdings, Inc.. - Action: elected - Role: Director source text: H. Fenwick Huss, Gregory J. McCray, Balan Nair, Jacqueline H. Rice and Kathryn A. Walker were elected to the Board of Directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/926282/000119312522190213/0001193125-22-190213-index.htm - Executive change Michael Foliano was appointed as Senior Vice President of Finance, Chief Financial Officer, Treasurer and Secretary at ADTRAN Holdings, Inc.. - Action: appointed - Role: Senior Vice President of Finance, Chief Financial Officer, Treasurer and Secretary source text: Michael Foliano Senior Vice President of Finance, Chief Financial Officer, Treasurer and Secretary evidence_url: https://www.sec.gov/Archives/edgar/data/926282/000119312522190213/0001193125-22-190213-index.htm - Executive change Kathryn A. Walker was elected as Director at ADTRAN Holdings, Inc.. - Action: elected - Role: Director source text: H. Fenwick Huss, Gregory J. McCray, Balan Nair, Jacqueline H. Rice and Kathryn A. Walker were elected to the Board of Directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/926282/000119312522190213/0001193125-22-190213-index.htm - Executive change H. Fenwick Huss was elected as Director at ADTRAN Holdings, Inc.. - Action: elected - Role: Director source text: H. Fenwick Huss, Gregory J. McCray, Balan Nair, Jacqueline H. Rice and Kathryn A. Walker were elected to the Board of Directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/926282/000119312522190213/0001193125-22-190213-index.htm - Executive change Michael K. Foliano resigned as Director at ADTRAN Holdings, Inc.. - Action: resigned - Role: Director source text: On the Merger Closing Date, Michael K. Foliano resigned from his position as director of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/926282/000119312522190213/0001193125-22-190213-index.htm - Executive change Thomas R. Stanton was appointed as President and Chief Executive Officer and Chairman of the Board at ADTRAN Holdings, Inc.. - Action: appointed - Role: President and Chief Executive Officer and Chairman of the Board source text: Thomas R. Stanton President and Chief Executive Officer and Chairman of the Board evidence_url: https://www.sec.gov/Archives/edgar/data/926282/000119312522190213/0001193125-22-190213-index.htm - Executive change Balan Nair was elected as Director at ADTRAN Holdings, Inc.. - Action: elected - Role: Director source text: H. Fenwick Huss, Gregory J. McCray, Balan Nair, Jacqueline H. Rice and Kathryn A. Walker were elected to the Board of Directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/926282/000119312522190213/0001193125-22-190213-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.