true000092628200009262822025-07-162025-07-16

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 16, 2025

 

 

ADTRAN Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-41446

87-2164282

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

901 Explorer Boulevard

 

Huntsville, Alabama

 

35806-2807

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 256 963-8000

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, Par Value $0.01 per share

 

ADTN

 

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Explanatory Note

This Amendment No. 1 on Form 8-K/A (this "Form 8-K/A") amends the Current Report on Form 8-K furnished by ADTRAN Holdings, Inc. to the U.S. Securities and Exchange Commission on July 16, 2025 (the "Original Form 8-K"). This Form 8-K/A is being furnished to provide the hyperlinks for Exhibits 99.1 and 99.2, which were missing from the Original Form 8-K. Other than the inclusion of the hyperlinks and the correction of certain formatting issues, the remainder of the Original Form 8-K remains unchanged.

Item 2.02 Results of Operations and Financial Condition.

On July 16, 2025, ADTRAN Holdings, Inc. (“ADTRAN”) announced its preliminary revenue for the fiscal quarter ended June 30, 2025.

A copy of ADTRAN’s press release announcing ADTRAN's preliminary revenue is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

As a company listed on the Frankfurt Stock Exchange, ADTRAN is subject to German and European securities laws. Article 17 of the Market Abuse Regulation (EU) No. 596/2014 (the "MAR") of the European Parliament and of the Council of 16 April 2014 mandates that listed issuers such as ADTRAN provide real time disclosure in certain circumstances, including where management’s expected results materially deviate from previously announced guidance or analyst consensus. On July 16, 2025, ADTRAN published an ad hoc announcement in Germany disclosing its preliminary revenue for the second quarter of fiscal 2025 in accordance with the MAR.

A copy of ADTRAN’s ad hoc announcement is attached as Exhibit 99.2 hereto and incorporated by reference herein.

The information included in, or incorporated into, Items 2.02 and 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number

Description

99.1

Press Release dated July 16, 2025

99.2

Ad Hoc Notification dated July 16, 2025 (English translation)

104

Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document

 


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:

July 16, 2025

By:

/s/ Timothy Santo

 

 

 

Timothy Santo
Senior Vice President of Finance and
Chief Financial Officer