UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 11-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File Number 001-41446
ADTRAN, Inc. 401(k) RETIREMENT PLAN
(Full title of the plan)
ADTRAN Holdings, Inc.
(Name of issuer of the securities held pursuant to the plan)
901 Explorer Boulevard
Huntsville, Alabama 35806-2807
(Address of the plan and address of issuer’s principal executive offices)
ADTRAN, INC. 401(k) Retirement Plan
Financial Statements and Supplemental Schedule
As of December 31, 2025 and 2024
and for the Year Ended December 31, 2025
Table of Contents
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Page Number |
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Report of Independent Registered Public Accounting Firm |
3 |
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Financial Statements |
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Statements of Net Assets Available for Benefits as of December 31, 2025 and 2024 |
4 |
Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2025 |
5 |
Notes to Financial Statements |
6 |
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Supplemental Schedule |
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Schedule H, line 4i – Schedule of Assets (Held at End of Year) – December 31, 2025 |
11 |
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Signature |
13 |
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Exhibit Index |
14 |
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Note: Other schedules required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted as they are not applicable. |
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Report of Independent Registered Public Accounting Firm
To the Administrator of ADTRAN, Inc. 401(k) Retirement Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Adtran, Inc. 401(k) Retirement Plan (the Plan) as of December 31, 2025 and 2024, and the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes and schedule (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information included in the Schedule of Assets (Held at End of Year) as of December 31, 2025 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Warren Averett, LLC
Huntsville, Alabama
June 24, 2026
We have served as the Plan’s auditor since 2018.
ADTRAN, Inc. 401(k) Retirement Plan
Statements of Net Assets Available for Benefits
December 31, 2025 and 2024
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December 31, |
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December 31, |
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2025 |
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2024 |
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Assets |
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Investments, at fair value |
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$ |
426,195,634 |
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$ |
389,166,664 |
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Receivables: |
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Employer contributions receivable |
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273,524 |
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214,536 |
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Employee contributions receivable |
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255,325 |
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226,247 |
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Notes receivable from participants |
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2,256,884 |
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2,292,595 |
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Total receivables |
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2,785,733 |
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2,733,378 |
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Net Assets Available for Benefits |
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$ |
428,981,367 |
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$ |
391,900,042 |
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See accompanying notes to financial statements.
ADTRAN, Inc. 401(k) Retirement Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2025
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Additions to net assets attributed to: |
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Investment Income |
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Interest and dividend income |
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$ |
20,283,705 |
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Net increase in the fair value of investments |
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44,197,298 |
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Other income |
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598,260 |
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Total investment gain |
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65,079,263 |
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Interest income on notes receivable from participants |
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157,420 |
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Contributions: |
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Employee |
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9,521,765 |
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Employer |
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3,625,479 |
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Rollovers from other qualified plans |
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891,647 |
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Total contributions |
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14,038,891 |
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Total additions |
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79,275,574 |
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Deductions from net assets attributed to: |
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Distributions to participants |
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41,952,340 |
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Administrative expenses |
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241,909 |
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Total deductions |
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42,194,249 |
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Net increase in net assets available for benefits |
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37,081,325 |
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Net assets available for benefits, beginning of year |
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391,900,042 |
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Net assets available for benefits, end of year |
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$ |
428,981,367 |
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See accompanying notes to financial statements.
ADTRAN, Inc. 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2025 and 2024
Note 1 – Description of the Plan
The following description of the ADTRAN, Inc. 401(k) Retirement Plan (the “Plan”) provides only general information. Participants should refer to the Plan document and summary Plan description for a more complete description of the Plan’s provisions.
General
ADTRAN Inc. (the “Company” or the “Employer”) adopted the Plan on January 1, 1990 to provide certain retirement benefits for eligible employees (as outlined below). The Plan is a defined contribution plan subject to the provisions set forth in the Employee Retirement Income Security Act of 1974 (“ERISA”) and the provisions of Internal Revenue Code of 1986, as amended, (the “IRC”) Sections 401(a) and 401(k). The Plan assets are held by Fidelity Management Trust Company (“Fidelity”), which executes investment transactions, receives the Plan contributions, credits participants' individual accounts and pays benefits to participants and their beneficiaries in accordance with the provisions of the Plan.
The Company became a wholly-owned subsidiary of ADTRAN Holdings, Inc. on July 8, 2022 (the “Effective Date”). Each share of ADTRAN, Inc. common stock issued and outstanding immediately prior to the Effective Date was canceled and automatically converted into and became the right to receive one share of common stock, par value $0.01 per share, of ADTRAN Holdings, Inc..
Eligibility
All regular, full-time employees are eligible to participate in the elective deferral portion of the Plan immediately upon hire, and in the safe harbor matching portion of the Plan beginning on the employee’s one-year anniversary date of service, except leased employees, and nonresident aliens without income in the United States (the “U.S.”). Interns and seasonal employees may participate after attaining age 21 and completing 1,000 hours of service.
The Plan includes an automatic enrollment provision where an initial pre-tax deferral contribution of 5.00% of eligible compensation will be made for newly eligible employees, participant loans will no longer be due immediately upon termination but rather will be payable in accordance with the provisions of the loan note and the costs to administer the Plan may be paid from forfeitures, if any.
Contributions
The Plan allows for pre-tax or Roth contributions of up to 60% of a participant’s eligible compensation, as defined in the Plan document and subject to annual limitations established by the Internal Revenue Service (the “IRS”). The Plan also allows eligible participants who are age 50 or over to make additional deferrals. Participants may change their contribution deferral election under the Plan each pay period.
Under the terms of the Plan, the Company is required to make safe harbor matching contributions of 100% of an eligible participant’s first 3% of contributions and 50% of the next 2% of contributions, subject to certain limits. Additionally, the Plan offers an after-tax option that's limited to a 5% cap on employee contributions.
Participant Accounts and Investment Options
Each participant’s account is credited with the employee’s contribution and the Company’s matching contribution for that employee, when applicable, plus an allocation of Plan earnings. Allocations of Plan earnings are based on account balances and underlying investments within each participant’s account, as defined more fully in the Plan document. Each participant directs how contributions made to the Plan on his/her behalf are to be invested among the investment options available under the Plan. The Plan currently offers 40 investment options, including the Company stock fund. Total investment balances in the Plan for participants are limited to 20% of the Company stock fund.
The Plan also includes Fidelity Brokerage Link, which is a self-directed brokerage account that allows participants to invest in a broad range of securities, including stocks, bonds, mutual funds, exchange-traded funds, certificates of deposit and other investment choices.
Vesting
Participants are 100% vested in their contributions and the Company’s match under the Plan immediately.
Retirement Date
The normal retirement date is the first day of the calendar month following the date a participant reaches age 62. Early retirement is permitted on the first day of the calendar month after a participant reaches age 59-1/2.
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PGIM |
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PGIM Total Return Bond Fund Class Z |
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6,789,537 |
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Janus Henderson |
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Janus Henderson Venture Fund Class I |
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12,130,079 |
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PGIM |
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PGIM Jennison Mid-Cap Growth Fund, Inc. R6 |
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1,184,531 |
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Wells Fargo |
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Advantage Special Mid Cap Value Fund Institutional Class |
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3,665,701 |
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Putnam |
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Putnam Large Cap Value Fund Class R6 |
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11,503,926 |
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Total Investments (held as end of year) |
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$ |
426,195,634 |
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* |
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Participants |
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Loans with various maturities through 2035 and interest rates ranging from 4.25% to 8.5% |
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2,256,884 |
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Total Assets (held at end of year) |
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$ |
428,452,518 |
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* Party-in-interest to the Plan
** Cost information has not been disclosed as all investments are participant directed.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
ADTRAN, Inc. 401(k) RETIREMENT PLAN
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Date: June 26, 2026 |
/s/ Timothy Santo |
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Timothy Santo |
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Senior Vice President of Finance and Chief Financial Officer |
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