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
Date of Report (Date of earliest event reported): April 15, 2025
ADTRAN Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-41446 | 87-2164282 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 901 Explorer Boulevard<br> <br>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 (see General Instructions A.2. below):
| ☐ | 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<br>Symbol | Name of exchange on<br>which registered |
|---|---|---|
| Common Stock, Par Value $0.01 | ADTN | The 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. ☐
| Item 7.01 | Regulation FD Disclosure |
|---|
As an entity listed on the regulated market of the Frankfurt Stock Exchange, Adtran Networks SE, a majority-owned subsidiary of ADTRAN Holdings, Inc. (the “Company”), is subject to German and European securities laws, which, among other requirements, obligate listed issuers such as Adtran Networks SE to provide disclosure without undue delay in certain circumstances via an ad hoc announcement. On April 15, 2025, Adtran Networks SE published an ad hoc announcement disclosing that its final IFRS financial statements will deviate from its previously disclosed preliminary financial results for the fiscal year ended December 31, 2024. A copy of Adtran Networks SE’s ad hoc announcement is attached as Exhibit 99.1 hereto and incorporated by reference herein. The Company is in the process of assessing the impact of the adjustments to Adtran Networks SE’s financial results, as described in its ad hoc announcement, on the Company’s historical financial statements.
The information included in, or furnished with, Item 7.01 of this Current Report on Form 8-K 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.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include, among other things, statements regarding the Company’s assessment of the impact of adjustments to Adtran Networks SE’s preliminary financial results for the fiscal year ended December 31, 2024 on the Company’s historical financial statements and related matters. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms. Our actual results and the timing of events could materially differ from those anticipated in such forward-looking statements as a result of certain risks and uncertainties including those described in more detail in the Company’s most recent Annual Report on Form 10-K, as amended, and Quarterly Reports on Form 10-Q and other documents on file with the SEC. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this filing, except as required by applicable law or regulation.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| Exhibit Number | Description |
| --- | --- |
| 99.1 | Ad hoc notification of Adtran Networks SE dated April 15, 2025 |
| 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.
| Date: April 15, 2025 | ADTRAN Holdings, Inc. | |
|---|---|---|
| By: | /s/ Timothy Santo | |
| Timothy Santo | ||
| Chief Financial Officer | ||
| (Duly Authorized Officer and Principle Financial Officer) |
EX-99.1
Exhibit 99.1
Ad-hoc notification pursuant to Article 17 of the Market-Abuse-Regulation (EU) No. 596/2024
Adtran Networks SE: Adtran Networks SE updates preliminary results for the financial year 2024
Munich, Germany. April 15, 2025. The Management Board of Adtran Networks SE today reassessed the IFRS pro forma EBIT expectations for the financial year 2024. In the course of the finalization of the financial statements the Management Board identified an adjustment to inventory resulting in an increase to costs of goods sold. The Management Board now expects a loss in the amount of approximately EUR 10.2 million (-2.3% of revenues), compared to a loss of EUR 4.5 million (-1.0% of revenues) previously published in the preliminary results on February 27, 2025.
The adjustment set out above has no impact on the expected revenues for the financial year 2024 and no negative impact on the cash position.
The full consolidated financial statements and financial statements for the financial year 2024 will be published on 30 April 2025 as planned.
The financial reports published on the company website (www.adva.com) contain a definition of pro forma EBIT.
Disclaimer
To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Adtran and the persons acting jointly with Adtran. Such forward-looking statements are based on current plans, estimates and forecasts, which Adtran and the persons acting jointly with Adtran have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Adtran or the persons acting jointly with Adtran. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements**.**
Published by
Adtran Networks SE, Munich, Germany
www.adva.com
Notifying person and contact for investors
Ulrich Dopfer
t +49 89 890665 901
investor-relations@adva.com
Contact for press
Gareth Spence
t +44 1904 69 93 58
public-relations@adva.com