ADTRAN Holdings Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

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

ADTRAN Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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 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.

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.