ADTRAN Holdings Files 8-K: Material Agreement & Financials

TL;DR

ADTRAN filed an 8-K for a new material agreement and financials - big news coming.

AI Summary

ADTRAN Holdings, Inc. filed an 8-K on September 17, 2025, reporting on events that occurred on September 15, 2025. The filing indicates an entry into a material definitive agreement, other events, and the submission of financial statements and exhibits. The company is incorporated in Delaware and headquartered in Huntsville, Alabama.

Why It Matters

This 8-K filing signals a significant development for ADTRAN Holdings, Inc., potentially involving a new material agreement that could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — The filing of an 8-K, especially one involving a material definitive agreement, introduces potential risks related to the terms and implications of that agreement.

Key Players & Entities

• ADTRAN Holdings, Inc. (company) — Registrant
• September 15, 2025 (date) — Earliest event reported
• September 17, 2025 (date) — Date of report
• Huntsville, Alabama (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, Par Value $0.01 per share ADTN Nasdaq Global Select
• $230,000,000 — indebtedness in an amount not to exceed $230,000,000, notwithstanding the cap on the amount
• $175.0 million — ts upsized offering (the "Offering") of $175.0 million aggregate principal amount of convertib
• $26.25 million — option to purchase up to an additional $26.25 million aggregate principal amount of the Notes
• $152.8 million — rom the Offering to repay approximately $152.8 million of the outstanding borrowings of Adtran
• $15.51 — actions will initially be approximately $15.51 per share of the Company's common stock
• $8.86 — price of the Company's common stock of $8.86 per share on September 16, 2025, and is

Filing Documents

• adtn-20250915.htm (8-K) — 68KB
• adtn-ex10_1.htm (EX-10.1) — 137KB
• adtn-ex10_2.htm (EX-10.2) — 336KB
• adtn-ex99_1.htm (EX-99.1) — 27KB
• adtn-ex99_2.htm (EX-99.2) — 35KB
• 0001193125-25-205483.txt ( ) — 787KB
• adtn-20250915.xsd (EX-101.SCH) — 24KB
• adtn-20250915_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Sixth Amendment to the Wells Fargo Credit Agreement On September 16, 2025, ADTRAN Holdings, Inc. (the "Company"), the Company's wholly-owned direct subsidiary, Adtran, Inc. (the "U.S. Borrower"), the Company's non-wholly-owned direct subsidiary, Adtran Networks SE (the "German Borrower"), the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (the "Administrative Agent"), entered into the Sixth Amendment and Consent to Credit Agreement ("Amendment No. 6"), which amends that certain Credit Agreement, dated as of July 18, 2022, by and among the Company, the U.S. Borrower, the Administrative Agent and the lenders party thereto (the "Original Wells Fargo Credit Agreement"), as amended by the First Amendment to the Wells Fargo Credit Agreement, dated August 9, 2023 ("Amendment No. 1"), the Second Amendment to the Wells Fargo Credit Agreement, dated January 16, 2024 ("Amendment No. 2"), the Third Amendment to the Wells Fargo Credit Agreement, dated March 12, 2024 ("Amendment No. 3"), the Fourth Amendment to the Wells Fargo Credit Agreement, dated June 4, 2024 ("Amendment No. 4"), and the Fifth Amendment to the Wells Fargo Credit Agreement, dated May 6, 2025 ("Amendment No. 5" and, collectively with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, the "Wells Fargo Credit Agreement Amendments"; and the Original Wells Fargo Credit Agreement, as amended by the Wells Fargo Credit Agreement Amendments, the "Amended Wells Fargo Credit Agreement"). Amendment No. 6, among other things, (i) provides for a consent from the lenders to the issuance by the Company of new unsecured convertible indebtedness in an amount not to exceed $230,000,000, notwithstanding the cap on the amount of Permitted Convertible Indebtedness (as defined in the Amended Wells Fargo Credit Agreement) the Company is permitted to incur, (ii) requires that the ne

01. Other Events

Item 8.01. Other Events. Convertible Senior Notes Offering On September 17, 2025, ADTRAN Holdings, Inc. (the "Company") issued a press release announcing the pricing of its upsized offering (the "Offering") of $175.0 million aggregate principal amount of convertible senior notes due 2030 (the "Notes"), and the related grant to the initial purchasers of the Notes of an option to purchase up to an additional $26.25 million aggregate principal amount of the Notes in the Offering. The Notes will be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The closing of the Offering is expected to occur on or about September 19, 2025, subject to customary closing conditions. The Notes will be the Company's senior, unsecured obligations and will be (i) equal in right of payment with the Company's existing and future senior, unsecured indebtedness, (ii) senior in right of payment to the Company's existing and future indebtedness, if any, that is expressly subordinated to the Notes, (iii) effectively subordinated to the Company's existing and future secured indebtedness (including indebtedness under the Amended Wells Fargo Credit Agreement), to the extent of the value of the collateral securing such indebtedness, and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company's subsidiaries. The Notes will not be registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act or any applicable state securities laws. The Company intends to use the net proceeds from the Offering to fund the cost of entering into capped call transactions as described below. Following

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K, including the information and documents incorporated by reference herein, contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which statements involve substantial risks and uncertainties. All statements contained in this press release other than statements of historical or current fact, including statements regarding our future operating results and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "would," "will," "may," "might," "could," "should," "can," "future," "assume," "plan," "seek," "predict," "potential," "objective," "expect," "target," "project," "outlook," "forecast" and similar expressions identify forward-looking statements. We caution you that any forward-looking statements made by us or on our behalf are subject to uncertainties and other factors that could affect the accuracy of such statements. Forward-looking statements are based on management's current expectations, as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. Those statements are based on general assumptions and are subject to various risks, and because they also relate to the future, they are likewise subject to inherent uncertainties and other factors that may cause actual results to differ materially from the views, beliefs and projections expressed in such statements. The risks that could affect our financial performance or could cause actual results to differ materially from those expressed or implied in our forward-looking statements contained in this Current Report on Form 8-K include, but are not limited to: (i) risks related to our financial results and compan

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 10.1 Sixth Amendment and Consent to Credit Agreement, dated as of September 16, 2025 10.2 Form of Capped Call Confirmation 99.1 Launch Press Release of ADTRAN Holdings, Inc., dated September 15, 2025 99.2 Pricing Press Release of ADTRAN Holdings, Inc., dated September 17, 2025 104 Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ADTRAN Holdings, Inc. Date: September 17, 2025 By: /s/ Timothy Santo Name: Timothy Santo Title: Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

View Full Filing

View this 8-K filing on SEC EDGAR