---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-211271"
form_type: "8-K"
ticker: "ADTN"
cik: "0000926282"
company_name: "ADTRAN Holdings, Inc."
filed_at: "2025-09-22T23:59:59+00:00"
generated_at: "2026-05-17T06:03:55.281974+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# ADTRAN issues $201.25M of 3.75% convertible notes due 2030, enters capped call transactions

## Summary
- Issued $201.25M aggregate principal of 3.75% convertible senior notes due Sept 15, 2030; includes full $26.25M greenshoe exercise.
- Initial conversion rate 86.8206 shares per $1,000 note, conversion price ~$11.52/share, subject to anti-dilution adjustments.
- Capped call transactions cost ~$17.6M, cap price ~$15.51/share, designed to reduce potential dilution upon conversion.
- Notes are senior unsecured, interest payable semi-annually; redeemable at company's option from Sept 20, 2028 under conditions.
- Proceeds from the offering were not specified in the filing but typical for general corporate purposes.

## SEC filing metadata
- accession: 0001193125-25-211271
- form_type: 8-K
- ticker: ADTN
- cik: 0000926282
- company_name: ADTRAN Holdings, Inc.
- filed_at: 2025-09-22T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/926282/000119312525211271/0001193125-25-211271-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/926282/000119312525211271/adtn-20250919.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-211271
- JSON: https://secwatch.observer/filing/0001193125-25-211271.json
- Plain text: https://secwatch.observer/filing/0001193125-25-211271.txt

## Key facts
- Debt Financings
  ADTRAN Holdings, Inc. incurred convertible notes of $201,250,000 aggregate principal amount with U.S. Bank Trust Company, National Association at 3.75% per annum maturing September 15, 2030.
  - Instrument: convertible notes
  - Principal: $201,250,000 aggregate principal amount
  - Counterparty: U.S. Bank Trust Company, National Association
  - Rate: 3.75% per annum
  - Maturity: September 15, 2030
  - Event: incurrence
  source text: On September 19, 2025, ADTRAN Holdings, Inc. (the “Company”) issued $201,250,000 aggregate principal amount of its 3.75% convertible senior notes due 2030 (the “Notes”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/926282/000119312525211271/0001193125-25-211271-index.htm
- Equity Issuances
  ADTRAN Holdings, Inc. issued a maximum of 22,714,447 shares of the Company’s common stock may be issued upon conversion of the Notes of common stock.
  - Security: common stock
  - Shares: a maximum of 22,714,447 shares of the Company’s common stock may be issued upon conversion of the Notes
  source text: Initially, a maximum of 22,714,447 shares of the Company’s common stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 86.8206 shares of the Company’s common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.
  evidence_url: https://www.sec.gov/Archives/edgar/data/926282/000119312525211271/0001193125-25-211271-index.htm
- Equity Issuances
  ADTRAN Holdings, Inc. issued convertible note to Initial Purchasers (Evercore Group L.L.C., as representative) for $201,250,000 aggregate principal amount of its 3.75% convertible senior notes due 2030.
  - Security: convertible note
  - Purchaser: Initial Purchasers (Evercore Group L.L.C., as representative)
  - Consideration: $201,250,000 aggregate principal amount of its 3.75% convertible senior notes due 2030
  source text: accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 Entry into a Material Definitive Agreement. Indenture and Notes On September 19, 2025, ADTRAN Holdings, Inc. (the “Company”) issued $201,250,000 aggregate principal amount of its 3.75% convertible senior notes due 2030 (the “Notes”). The Notes were issued pursuant
  evidence_url: https://www.sec.gov/Archives/edgar/data/926282/000119312525211271/0001193125-25-211271-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.