ADTRAN Holdings Reports Material Agreement and Equity Sales

TL;DR

ADTRAN filed an 8-K detailing a new material agreement, financial obligations, and unregistered equity sales.

AI Summary

ADTRAN Holdings, Inc. filed an 8-K on September 19, 2025, reporting the entry into a material definitive agreement and the creation of a direct financial obligation. The filing also disclosed unregistered sales of equity securities and included financial statements and exhibits. The company is incorporated in Delaware and headquartered in Huntsville, Alabama.

Why It Matters

This filing indicates significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• ADTRAN Holdings, Inc. (company) — Registrant
• September 19, 2025 (date) — Date of earliest event reported
• 901 Explorer Boulevard, Huntsville, Alabama 35806-2807 (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, Par Value $0.01 per share ADTN Nasdaq Global Select
• $201,250,000 — N Holdings, Inc. (the "Company") issued $201,250,000 aggregate principal amount of its 3.75%
• $26,250,000 — s are first issued, up to an additional $26,250,000 aggregate principal amount of Notes. Th
• $1,000 — e is 86.8206 shares of common stock per $1,000 principal amount of Notes, which repres
• $11.52 — itial conversion price of approximately $11.52 per share of common stock. The conversi
• $70.0 million — f the outstanding Notes unless at least $70.0 million aggregate principal amount of Notes are
• $30,000,000 — btedness for borrowed money of at least $30,000,000; and (vii) certain events of bankruptcy
• $15.51 — Transactions is initially approximately $15.51 per share, which represents a premium o
• $8.86 — 5% over the last reported sale price of $8.86 per share of the Company's common stock
• $17.6 million — ped Call Transactions was approximately $17.6 million. The Capped Call Transactions are sep

Filing Documents

• adtn-20250919.htm (8-K) — 61KB
• adtn-ex4_1.htm (EX-4.1) — 1367KB
• adtn-ex10_1.htm (EX-10.1) — 335KB
• img203083222_0.jpg (GRAPHIC) — 4KB
• img203083222_1.jpg (GRAPHIC) — 5KB
• img203083222_2.jpg (GRAPHIC) — 5KB
• img203083222_3.jpg (GRAPHIC) — 5KB
• img203083222_4.jpg (GRAPHIC) — 7KB
• 0001193125-25-211271.txt ( ) — 2093KB
• adtn-20250919.xsd (EX-101.SCH) — 24KB
• adtn-20250919_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

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 to, and are governed by, an indenture (the "Indenture"), dated as of September 19, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). Pursuant to the purchase agreement between the Company and Evercore Group L.L.C., as representative (the "Representative") of the several initial purchasers of the Notes (the "Initial Purchasers"), the Company granted the Initial Purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $26,250,000 aggregate principal amount of Notes. The Notes issued on September 19, 2025 include $26,250,000 aggregate principal amount of Notes issued pursuant to the full exercise by the Initial Purchasers of such option. 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 Company's credit agreement), to the extent of the value of the collateral securing that 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 accrue interest at a rate of 3.75% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the Initial Purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") in transactions not involving any public offering. The Notes were resold by the Initial Purchasers to persons whom the Initial Purchasers reasonably believe are "qualified institutional buyers," as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company's common stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Description 4.1 Indenture, dated as of September 19, 2025, between ADTRAN Holdings, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of certificate representing the 3.75% convertible senior notes due 2030 (included as Exhibit A to Exhibit 4.1). 10.1 Form of Confirmation for Capped Call Transactions. 104 Cover page interactive data file (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 22, 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