ADTN 8-K
ADTRAN Holdings, Inc. (ADTN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to Thomas Stanton’s Employment Agreement
On April 6, 2026, ADTRAN Holdings, Inc. (the “Company”) entered into a second amendment (the “Amendment”) to its employment agreement, dated July 13, 2022 (as previously amended, the “Employment Agreement”), with Thomas R. Stanton, the Company’s President, Chief Executive Officer and Chairman (the “CEO”). The Amendment was approved by the Board of Directors of the Company (the “Board”) upon the recommendation of the Compensation Committee of the Board (the “Compensation Committee”). The Amendment eliminates the concept of an annual PSU award tied to the performance objective of the Company’s relative total shareholder return. Furthermore, the Amendment adjusts the performance objective of the long-term financial plan PSU award. While the performance objective for this type of award continues to be based upon the Company’s Adjusted EBIT (or such other performance criteria as shall be mutually agreed upon by the CEO and the Compensation Committee) over the applicable performance period, it will also be subject to adjustment based on the Company’s relative total shareholder return over such performance period. Finally, the Amendment adjusts the anticipated value of RSUs and the anticipated target number of long-term financial plan PSUs that the CEO is eligible to receive during the term of the Employment Agreement.
The foregoing description of the Amendment is not complete and is qualified in its entirety by the text of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Long-Term Financial Plan PSU Awards for Certain Named Executive Officers
On April 1, 2026, the Compensation Committee approved grants of long-term financial plan PSU awards to the CEO, Mr. James D. Wilson (Chief Revenue Officer), and Mr. Timothy Santo (Senior Vice President of Finance and Chief Financial Officer) under the Company’s 2024 Employee Stock Incentive Plan. The performance objective of these long-term financial plan PSU awards is based upon the Company’s Adjusted EBIT over the performance period of January 1, 2026 through December 31, 2028, subject to adjustment based on the Company’s relative total shareholder return over such performance period. Specifically, the Compensation Committee approved the grant of a target number of 170,723 shares, 24,908 shares, and 28,252 shares, respectively, to the CEO, Mr. Wilson and Mr. Santo under the long-term financial plan PSU awards. The Company intends to grant later in 2026 a similar award of long-term financial plan PSU awards to Mr. Christoph Glingener (Chief Technology Officer) upon the approval of both the supervisory board and the shareholders of the Company’s majority-owned subsidiary, Adtran Networks SE. The Compensation Committee does not intend to grant annual PSU awards tied to the performance objective of the Company’s relative total shareholder return (referred to as market-based PSUs in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2026) to any of the named executive officers going forward.
The foregoing description of the awards is not complete and is qualified in its entirety by the text of the forms of 2026 3-Year Performance Shares Agreement and 2026 CEO 3-Year Performance Shares Agreement, which are attached hereto as Exhibits 10.2 and 10.3 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number |
Description |
10.1 |
Second Amendment to the CEO Employment Agreement, dated April 6, 2026 |
10.2† |
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10.3† |
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104 |
Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document |
† Certain identified information has been excluded from these exhibits because it is not material and is the type of information that the Company customarily and actually treats as private and confidential. Redacted information is indicated by [***].
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.
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ADTRAN Holdings, Inc. |
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Date: |
April 7, 2026 |
By: |
/s/ Timothy Santo |
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Timothy Santo |
“(iii) with respect to fiscal year 2026 and each third fiscal year thereafter during the Employment Period (each such year, a “Triennial Year”), the Executive shall be eligible to receive from the Company a PSU award (a “Long-Term Financial Plan PSU Award”) with an anticipated target number of shares equal to the amount calculated by dividing 633% of Base Salary by the closing price of the Company’s common stock on the date of grant in such Triennial Year (such target number of shares, the “Target PSU Amount”), with any such Long-Term Financial Plan PSU Award to be subdivided into three equal tranches, with the Executive eligible to receive one-third of the Long-Term Financial Plan PSU Award in the Triennial Year, one-third of the Long-Term Financial Plan PSU Award in the fiscal year following the Triennial Year and the remaining one-third of the Long-Term Financial Plan PSU Award in the second fiscal year following the Triennial Year (with the Target PSU Amount for such award to be calculated on the date of grant of the first tranche of such award in the applicable Triennial Year). The performance objective for any Long-Term Financial Plan PSU Award shall be based upon the Company’s Adjusted EBIT (or such other performance criteria as shall be mutually agreed upon by the Executive and the Compensation Committee) over a performance period commencing in the applicable Triennial Year and ending at the end of the second fiscal year after the Triennial Year, with cliff vesting following the end of the applicable performance period, subject to adjustment based on relative Total Shareholder Return over the performance period and with such other terms as shall be set forth in one or more award agreements evidencing such PSU awards.”
[Signatures on following page.]
IN WITNESS WHEREOF, the parties have executed this Amendment, effective as of the date first above written.
THE COMPANY:
ADTRAN HOLDINGS, INC.
By: /s/ Timothy Santo
Name: Timothy Santo
Title: Chief Financial Officer
EXECUTIVE:
By: /s/ Thomas R. Stanton
Name: Thomas R. Stanton
[Signature Page to Second Amendment to Employment Agreement]
Exhibit 10.2
* CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***].
ADTRAN HOLDINGS, INC.
2026 3-YEAR PERFORMANCE SHARES AGREEMENT
This Performance Shares Agreement (this “Agreement”) sets forth the specified terms of ADTRAN Holdings, Inc.’s grant of the target number of Restricted Stock Units (“Performance Shares”) as it set forth in the Morgan Stanley StockPlan Connect (the “Portal”) to the applicable grantee named in the Portal (the “Participant”) pursuant to the ADTRAN Holdings, Inc. 2024 Employee Stock Incentive Plan (the “Plan”) as of the date of grant set forth in the Portal (the “Date of Grant”). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan.
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For purposes of this Agreement, “Adjusted EBIT” is synonymous with the Company’s non-GAAP operating income. Using the Company’s audited financial results, it is the calculated earnings before interest and taxes adjusted for restructuring expenses; acquisition-related expenses, amortizations, and adjustments; stock-based compensation expense; amortization of actuarial pension losses, the impact of equity market changes on deferred compensation expenses; non-operating income; and any other non-GAAP exclusions adopted by the Company.
Total Company Adjusted EBIT |
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% of Target Achieved |
Adjusted EBIT |
% of Target Award (Subject to the TSR Adjustment) |
75% (Threshold) |
$[***] |
50% |
100% (Target) |
$[***] |
100% |
110% |
$[***] |
125% |
120% (Maximum) |
$[***] or greater |
150% |
The Company’s TSR Performance relative to the Nasdaq Telecommunications Index (expressed as a percentile) |
Adjustment Percentage to EBIT Shares |
30th Percentile or less |
Decrease by 20% |
55th Percentile |
No change (0%) |
80th Percentile or greater |
Increase by 20% |
For example, if, at the end of the Performance Period, the Company has achieved Adjusted EBIT of
$[***] and is at the 55th percentile relative TSR performance, the Participant would receive 100% of the Performance Share Award since the Target Adjusted EBIT was achieved (100% achievement) and the relative TSR performance resulted in no adjustment to the Award. However, if the Company instead achieved Adjusted EBIT of $[***] and an 85th percentile relative TSR performance, the Participant would
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receive 120% of the Performance Share Award since the Target Adjusted EBIT was achieved (100% achievement) and the TSR Performance resulted in a 20% increase to the Award. If the Company instead achieved Adjusted EBIT of $[***] and a 30th Percentile TSR Performance, the Participant would receive 80% of the Performance Share Award since the Target Adjusted EBIT was achieved (100% achievement) and the TSR Performance resulted in a 20% decrease to the Award. If the Company achieved Adjusted EBIT of less than $[***] and is at the 55th percentile relative TSR performance, the Participant would receive 0% of the Performance Share Award since the Threshold Adjusted EBIT was not achieved. Finally, if the Company achieved Adjusted EBIT of greater than $[***] and is at the 80th percentile relative TSR performance, the Participant would receive 180% of the Performance Share Award since the Maximum Adjusted EBIT was achieved and the TSR Performance resulted in a 20% increase to the Award.
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Participant Name:
Beneficiary Name:
Address:
Relationship:
To complete this beneficiary designation, this Agreement should be printed out, the information above should then be completed, and the Agreement should then be emailed to Human Resources at [email protected]. The Participant may modify this designation of beneficiary only in accordance with the terms and provisions of the Plan. If no beneficiary is designated, then except as may be provided in the Plan, any benefits due hereunder following the death of the Participant will be paid to the Participant’s estate.
If there are any questions regarding the Performance Shares, please refer to the Plan or contact Human Resources at [email protected].
ADTRAN HOLDINGS, INC.
Thomas R. Stanton Chief Executive Officer
PARTICIPANT
Name:
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Exhibit 10.3
* CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***].
ADTRAN HOLDINGS, INC.
2026 T. STANTON 3-YEAR PERFORMANCE SHARES AGREEMENT
This Performance Shares Agreement (this “Agreement”) sets forth the specified terms of ADTRAN Holdings, Inc.’s grant of the target number of Restricted Stock Units (“Performance Shares”) as it set forth in the Morgan Stanley StockPlan Connect (the “Portal”) to the applicable grantee named in the Portal (the “Participant”) pursuant to the ADTRAN Holdings, Inc. 2024 Employee Stock Incentive Plan (the “Plan”) as of the date of grant set forth in the Portal (the “Date of Grant”). Unless otherwise specified, all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan.
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For purposes of this Agreement, “Adjusted EBIT” is synonymous with the Company’s non-GAAP operating income. Using the Company’s audited financial results, it is the calculated earnings before interest and taxes adjusted for restructuring expenses; acquisition-related expenses, amortizations, and adjustments; stock-based compensation expense; amortization of actuarial pension losses, the impact of equity market changes on deferred compensation expenses; non-operating income; and any other non-GAAP exclusions adopted by the Company.
Total Company Adjusted EBIT |
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% of Target Achieved |
Adjusted EBIT |
% of Target Award (Subject to the TSR Adjustment) |
75% (Threshold) |
$[***] |
50% |
100% (Target) |
$[***] |
100% |
110% |
$[***] |
125% |
120% (Maximum) |
$[***] or greater |
150% |
The Company’s TSR Performance relative to the Nasdaq Telecommunications Index (expressed as a percentile) |
Adjustment Percentage to EBIT Shares |
30th Percentile or less |
Decrease by 20% |
55th Percentile |
No change (0%) |
80th Percentile or greater |
Increase by 20% |
For example, if, at the end of the Performance Period, the Company has achieved Adjusted EBIT of
$[***] and is at the 55th percentile relative TSR performance, the Participant would receive 100% of the Performance Share Award since the Target Adjusted EBIT was achieved (100% achievement) and the relative TSR performance resulted in no adjustment to the Award. However, if the Company instead achieved Adjusted EBIT of $[***] and an 85th percentile relative TSR performance, the Participant would receive 120% of the Performance Share Award since the Target Adjusted EBIT was achieved (100% achievement) and the TSR Performance resulted in a 20% increase to the Award. If the Company instead
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achieved Adjusted EBIT of $[***] and a 30th Percentile TSR Performance, the Participant would receive 80% of the Performance Share Award since the Target Adjusted EBIT was achieved (100% achievement) and the TSR Performance resulted in a 20% decrease to the Award. If the Company achieved Adjusted EBIT of less than $[***] and is at the 55th percentile relative TSR performance, the Participant would receive 0% of the Performance Share Award since the Threshold Adjusted EBIT was not achieved. Finally, if the Company achieved Adjusted EBIT of greater than $[***] and is at the 80th percentile relative TSR performance, the Participant would receive 180% of the Performance Share Award since the Maximum Adjusted EBIT was achieved and the TSR Performance resulted in a 20% increase to the Award.
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Participant Name:
Beneficiary Name:
Address:
Relationship:
To complete this beneficiary designation, this Agreement should be printed out, the information above should then be completed, and the Agreement should then be emailed to Human Resources at [email protected]. The Participant may modify this designation of beneficiary only in accordance with the terms and provisions of the Plan. If no beneficiary is designated, then except as may be provided in the Plan, any benefits due hereunder following the death of the Participant will be paid to the Participant’s estate.
If there are any questions regarding this Agreement or the Performance Shares, please refer to the Plan or contact Human Resources at [email protected].
ADTRAN HOLDINGS, INC.
By: [Name of Officer] Title: [ ]
PARTICIPANT
Name:
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