Source-grounded facts extracted from ADTRAN Holdings, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
Anne DelSanto was elected as Director at ADTRAN Holdings, Inc..
“voted unanimously to increase the size of the Board from six (6) to seven (7) directors and to elect Anne DelSanto to fill the vacancy created by the increase in the size of the Board, effective as of July 1, 2026”
ADTRAN Holdings, Inc. shareholders approved Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026 at the 2026-12-31 meeting.
“ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026 (Proposal 4)”
ADTRAN Holdings, Inc. shareholders approved Advisory Vote Regarding the Compensation of the Company's Named Executive Officers.
“approved, on an advisory basis, the compensation of the Company’s named executive officers (Proposal 3)”
ADTRAN Holdings, Inc. shareholders approved Amendment to Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Delaware Law and to Make Certain Other Changes to Section 7.1 Thereof.
“approved the Charter Amendment to limit the liability of certain officers as permitted by Delaware law and to make certain other changes to Section 7.1 thereof (Proposal 2)”
ADTRAN Holdings, Inc. shareholders approved Election of Directors.
“elected six directors to serve on the board of directors of the Company (the “Board”) for a one-year term expiring at the 2027 Annual Meeting of Stockholders and until their successors have been duly elected and qualified (Proposal 1)”
ADTRAN Holdings, Inc.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law and make certain other changes to Section 7.1, effective upon filing with the Delaware Secretary of State on May 13, 2026 (effective 2026-05-13).
“At the Annual Meeting of Stockholders held by ADTRAN Holdings, Inc. (the “Company”) on May 13, 2026 (the “2026 Annual Meeting”), the Company’s stockholders approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”).”
ADTRAN Holdings, Inc. reported the first quarter ended March 31, 2026 results: revenue $286.1 million, EPS GAAP diluted loss per share of $0.01; non-GAAP diluted earnings per share of $0.14. Guidance initiated.
“(NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” “ADTRAN” or the “Company”) today announced its unaudited financial results for the first quarter ended March 31, 2026. • Revenue: $286.1 million, up 15.5% year-over-year. • GAAP gross margin of 39.5%; Non-GAAP gross margin of 43.0%; up 108 and 55 basis points year-over-year, respectively. • Operating margin: GAAP”
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.
“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.”
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.
“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”
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.
“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”).”
ADTRAN Holdings, Inc. reported that prior financial statements should not be relied upon.
“the Audit Committee also concluded that the opinions of the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), on the Company’s consolidated financial statements as of and for the years ended December 31, 2024 and 2023, as well as the interim reviews for each of 2024 Interim Periods, should no longer be relied upon”
Ulrich Dopfer changed role as Vice President, Finance & Administration Planning at ADTRAN Holdings, Inc..
“In connection with Mr. Santo’s appointment, on March 6, 2025, the Company and Ulrich Dopfer, Senior Vice President of Finance and Chief Financial Officer of the Company, agreed that Mr. Dopfer will no longer serve as the Company’s Chief Financial Officer, Secretary, Treasurer and principal accounting officer, effective March 10, 2025.”
Timothy Santo was appointed as Senior Vice President of Finance and Chief Financial Officer at ADTRAN Holdings, Inc..
“On March 6, 2025, ADTRAN Holdings, Inc. (the “Company”) announced the appointment of Mr. Timothy Santo as Senior Vice President of Finance and Chief Financial Officer of the Company, effective as of Mr. Santo’s employment start date, which is expected to be March 10, 2025.”
Brian Protiva resigned as member of the Board of Directors at ADTRAN Holdings, Inc..
“On July 31, 2024, Mr. Brian Protiva notified ADTRAN Holdings, Inc. (the “Company”) of his resignation from his role as a member of the Company’s Board of Directors (the “Board”), effective immediately.”
ADTRAN Holdings, Inc. reported first quarter of 2024 results: net income GAAP net loss attributable to the Company for the first quarter of 2024, including the above mentioned impairment charge, EPS Diluted loss per share attributable to the Company for the first quarter was $4.12. Guidance reaffirmed.
“GAAP net loss attributable to the Company for the first quarter of 2024, including the above mentioned impairment charge, was $324.6 million. Diluted loss per share attributable to the Company for the first quarter was $4.12.”
ADTRAN Holdings, Inc. reported preliminary financial results for first quarter of 2024.
“ADTRAN Holdings, Inc.: Non-cash goodwill impairment for the first quarter 2024 in an estimated amount of $293 million”
ADTRAN Holdings, Inc. announced a restructuring with charges of $13.5 million to $18.4 million affecting Greifswald, Germany facility.
“management of the Company determined on April 11, 2024 to close the Company’s facility in Greifswald, Germany (the “Facility”), within the next three months. The Company currently expects to incur total costs ranging from approximately $13.5 million to $18.4 million in connection with the closure of the facility.”
ADTRAN Holdings, Inc. reported the fourth quarter of 2023 results: revenue $225.5 million.
“ADTRAN Holdings, Inc. reports preliminary fourth quarter 2023 financial results • Preliminary Q4 revenue at $225.5 million and at mid-point of guidance”
ADTRAN Holdings, Inc. reported that prior financial statements should not be relied upon.
“hs ended September 30, 2023 included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, respectively (collectively, the “Non-Reliance Periods”), and such financial statements should no longer be relied upon. The error does not have any impact on, or result in any change to, the reported amounts through consolidated net loss on the Condensed Consolidated Statements of Loss, the Company’s Condensed Consolidated Balance Sheets or Condensed Consolidated Statements of Cash Flows. The understatements were solely related and limited to the financial statement presentation below the reported consolidated net loss line item and specific to the bifurcation of net income and loss per share on the Condensed Consolidated Statements of Loss to the Company and the non-controlling interest. The misstatements occurred following the effectiveness of the Dominat”
ADTRAN Holdings, Inc. amended credit facility of $400.0 million with Wells Fargo Bank, National Association, as administrative agent.
“Credit Parties will grant mortgages in favor of the Administrative Agent over certain owned real estate assets. The Credit Agreement continues to provide for borrowings of up to $400.0 million in aggregate principal amount, as well as an additional $50 million delayed draw term loan A tranche that would be available upon a Springing Covenant Event. It also continues to”
ADTRAN Holdings, Inc. amended Second Amendment to Credit Agreement and First Amendment to Collateral Agreement with Wells Fargo Bank, National Association valued at Credit Agreement provides for borrowings of up to $400.0 million in aggregate principal amount, as w (effective 2023-01-16).
“On January 16, 2023, ADTRAN Holdings, Inc. (the "Company"), its wholly-owned direct subsidiary, ADTRAN, Inc. (the "Borrower"), the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (the "Administrative Agent"), entered into a Second Amendment to Credit Agreement and First Amendment to Collateral Agreement (the "Amendment")”
Ronald D. Centis departed as Senior Vice President of Services at ADTRAN Holdings, Inc..
“Mr. Ronald D. Centis, Senior Vice President of Services and a named executive officer of the Company (as identified in the Company’s definitive proxy statement on Schedule 14A filed on March 28, 2023), will depart from the Company, effective December 15, 2023 (the “ Separation Date ”).”
ADTRAN Holdings, Inc. reported the fiscal quarter ended September 30, 2023 results: revenue $272.3 million, net income $72.7 million, EPS $0.93. Guidance lowered.
“--- EX-99.1 (EX-99.1) --- EX-99.1 Exhibit 99.1 ADTRAN Holdings, Inc. reports third quarter 2023 financial results and announces business efficiency program • Q3 revenue at $272.3 million with sequential improvement in GAAP and non-GAAP operating expenses • 15% projected reduction in non-GAAP operating expenses in Q4 2023 as compared to Q3 2023 • Targeting”
ADTRAN Holdings, Inc.: Amended and restated bylaws with changes to stockholder list availability, adjourned meetings, proxy card color, business at annual meetings, and director nominations (effective 2023-10-20).
“On October 20, 2023, the Board amended and restated the Corporation’s bylaws (as amended and restated, the “ Bylaws ”), effective on such date.”
ADTRAN Holdings, Inc. reported fiscal quarter ended September 30, 2023 results: revenue $272.3 million.
“quarter ended September 30, 2023. All results in this release are approximate due to the preliminary nature of the announcement. For the third quarter, preliminary revenue was $272.3 million as compared to the Company’s prior guidance range of $275 million to $305 million. The resulting preliminary GAAP operating margin for the third quarter was -30.2%, and it was”
Johanna Hey resigned as Director at ADTRAN Holdings, Inc..
“On September 25, 2023, Johanna Hey notified the Board of Directors (the “Board”) of ADTRAN Holdings, Inc. (the “Company”) of her intent to resign from her role as a director of the Company, effective as of September 30, 2023, for family and medical reasons.”
ADTRAN Holdings, Inc. reported financial results for fiscal quarter and six months ended June 30, 2023.
“The Initial Form 8-K included, as Exhibit 99.1, a copy of the Company’s press release that was issued on August 6, 2023 and that announced the financial results of the Company for the fiscal quarter and six months ended June 30, 2023 (the “Earnings Release”).”
ADTRAN Holdings, Inc. reported that prior financial statements should not be relied upon.
“the Audit Committee concluded that management's report on internal control over financial reporting as of December 31, 2022, the opinion of PwC on the Company's consolidated financial statements as of and for fiscal year ended December 31, 2022 and the opinion of PwC on the effectiveness of the Company's internal control over financial reporting as of December 31, 2022, should also no longer be relied upon”
ADTRAN Holdings, Inc. reported third quarter 2023 results: revenue $275 million to $305 million. Guidance lowered.
“ADTRAN Holdings, Inc. (“ADTRAN Holdings” or the “Company”) (NASDAQ: ADTN; FSE: QH9), expects the Company’s guidance range for the third quarter 2023 to deviate from analyst consensus as follows: • The guidance range for GAAP revenue is expected to be between $275 million to $305 million and between 20% and 11% below analyst consensus ($342 million).”
ADTRAN Holdings, Inc. reported second quarter of 2023 results: revenue $327.4 million, net income -$33.3 million, EPS -$0.43.
“ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced its financial results for the second quarter of 2023. For the quarter, revenue was $327.4 million, up 90% year-over-year and 1% quarter-over-quarter. Net loss attributable to the Company for the second quarter of 2023 was $33.3 million, down 1,655% year-over-year and up 3% quarter-over-quarter. Consequently, diluted loss per share attributable to the Company for the quarter was $0.43, down by 1,175% year-over-year and up 2% quarter-over-quarter.”
Michael Foliano retired as Senior Vice President of Finance and Chief Financial Officer at ADTRAN Holdings, Inc..
“Michael Foliano, the former Senior Vice President of Finance and Chief Financial Officer of the Company, notified the Company of his intent to retire, effective June 28, 2023”
Thomas Stanton was appointed as Chief Executive Officer of ADVA at ADTRAN Holdings, Inc..
“Thomas Stanton, President and CEO of the Company, will assume the position of CEO of ADVA effective July 1, 2023.”
Christoph Glingener changed role as Chief Technology Officer of ADVA at ADTRAN Holdings, Inc..
“Christoph Glingener, Chief Technology Officer of the Company, will step down as Chief Executive Officer (“CEO”) of ADVA effective June 30, 2023, at which time he will transition to his previous role of Chief Technology Officer (“CTO”) of ADVA.”
ADTRAN Holdings, Inc. shareholders approved Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2023 at the 2023-05-10 meeting.
“Proposal 4 – Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023 For Against Abstain 60,884,689 3,789,100 26,151”
ADTRAN Holdings, Inc. shareholders approved Advisory vote on frequency of future advisory votes on compensation at the 2023-05-10 meeting.
“Proposal 3 – Advisory Vote Regarding Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers Every Year Every Two Years Every Three Years Abstain Broker Non-Votes 59,484,478 54,605 1,780,813 30,156 3,349,888”
ADTRAN Holdings, Inc. shareholders rejected Advisory vote on compensation of named executive officers at the 2023-05-10 meeting.
“Proposal 2 - Advisory Vote Regarding Compensation of the Company's Named Executive Officers For Against Abstain Broker Non-Votes 28,166,038 32,283,336 900,678 3,349,888”
ADTRAN Holdings, Inc. shareholders approved Election of nine directors to serve until 2024 Annual Meeting at the 2023-05-10 meeting.
“Proposal 1 - Election of Directors For Against Abstain Broker Non-Votes Thomas R. Stanton 53,240,968 1,919,051 6,190,033 3,349,888 Johanna Hey 60,426,321 869,728 54,003 3,349,888 H. Fenwick Huss 56,627,525 4,689,774 32,753 3,349,888 Gregory J McCray 58,950,950 2,348,205 50,897 3,349,888 Balan Nair 39,339,289 21,957,994 52,769 3,349,888 Brian Protiva 60,717,566 577,529 54,957 3,349,888 Jacqueline H. Rice 60,387,036 930,609 32,407 3,349,888 Nikos Theodosopoulos 59,191,317 2,104,446 54,289 3,349,888 Kathryn A. Walker 60,859,764 437,446 52,842 3,349,888”
ADTRAN Holdings, Inc. reported fiscal quarter ended March 31, 2023 results: revenue expected to be between $322 million and $326 million.
“31, 2023. All figures in this release are approximate due to the preliminary nature of the announcement. For the first quarter, preliminary revenue is expected to be between $322 million and $326 million as compared to our guidance of $355 million to $375 million. This was primarily due to customer inventory corrections which impacted our Subscriber Solutions”
Ulrich Dopfer was appointed as Chief Financial Officer at ADTRAN Holdings, Inc..
“on March 27, 2023, the Board of Directors of the Company appointed Ulrich Dopfer as Chief Financial Officer of the Company, effective May 1, 2023”
Michael Foliano retired as Senior Vice President of Finance and Chief Financial Officer at ADTRAN Holdings, Inc..
“On March 27, 2023, Michael Foliano, Senior Vice President of Finance and Chief Financial Officer of ADTRAN Holdings, Inc. (the “Company”), notified the Company of his intent to retire from the Company, effective June 28, 2023”
ADTRAN Holdings, Inc. reported the fiscal quarter and twelve months ended December 31, 2022 results: revenue $358.3 million, net income $35.0 million, EPS $0.49.
“For the quarter, preliminary revenue was $358.3 million. Preliminary net income inclusive of the non-controlling interest for the fourth quarter of 2022 was $35.0 million. Preliminary net income attributable to the Company for the fourth quarter of 2022 was $38.9 million and preliminary diluted earnings per share attributable to the Company was $0.49.”
ADTRAN Holdings, Inc. terminated Loan Agreement with Bayerische Landesbank, and Deutsche Bank Luxembourg S.A. valued at €65.0 million term loan and a revolving credit facility of credit of €10 million (effective 2023-02-06).
“On February 6, 2023, ADVA Optical Networking SE (“ADVA”), a subsidiary of ADTRAN Holdings, Inc. (the “Company”), terminated the Loan Agreement, dated September 25, 2018, by and among ADVA, Bayerische Landesbank, and Deutsche Bank Luxembourg S.A. (the “Loan Agreement”), which had provided ADVA with a term loan of €65.0 million and a revolving credit facility of credit of €10 million (collectively, the “credit facilities”).”
ADTRAN Holdings, Inc. entered into domination and profit and loss transfer agreement (the “DPLTA”) with ADVA Optical Networking SE (effective 2022-12-01).
“(the “Company”), on October 18, 2022, the Board of Directors of the Company and the management board of ADVA Optical Networking SE, a company organized and existing under the laws of Germany (“ADVA”), agreed on a final draft of a domination and profit and loss transfer agreement (the “ DPLTA”) between the Company, as the controlling company, and ADVA, as the controlled company.”
ADTRAN Holdings, Inc. reported financial results for the quarter and nine months ended September 30, 2022.
“a press release issued on November 7, 2022 (the “Press Release”) that reported unaudited condensed consolidated financial results of the Company for the quarter and nine months ended September 30, 2022”
ADTRAN Holdings, Inc. reported the third quarter of 2022 results: revenue $340.7 million, net income Net loss attributable to the Company for the third quarter of 2022 was $41.9 million, EPS loss per share attributable to the Company was $0.57.
“For the quarter, revenue was $340.7 million. Net loss inclusive of the non-controlling interest for the third quarter of 2022 was $44.9 million. Net loss attributable to the Company for the third quarter of 2022 was $41.9 million and loss per share attributable to the Company was $0.57.”
Brian Protiva resigned as Chief Executive Officer of ADVA at ADTRAN Holdings, Inc..
“Mr. Protiva would resign as Chief Executive Officer ("CEO") of ADVA and as a member of the management board of ADVA effective August 31, 2022,”
Johanna Hey was appointed as Director at ADTRAN Holdings, Inc..
“Brian Protiva, Nikos Theodosopoulos and Johanna Hey were appointed to the Board of Directors of the Company (“Board”), effective as of the Exchange Offer Settlement Date.”
Nikos Theodosopoulos was appointed as Director at ADTRAN Holdings, Inc..
“Brian Protiva, Nikos Theodosopoulos and Johanna Hey were appointed to the Board of Directors of the Company (“Board”), effective as of the Exchange Offer Settlement Date.”
Brian Protiva was appointed as Vice Chairman at ADTRAN Holdings, Inc..
“Upon his appointment to the Board, Brian Protiva was also appointed as Vice Chairman.”
James D. Wilson, Jr. was appointed as Chief Revenue Officer at ADTRAN Holdings, Inc..
“James D. Wilson, Jr. Chief Revenue Officer”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.