Thomas R. Stanton, Chairman and CEO of ADTRAN Holdings, Inc., filed a Form 4 on November 9, 2026, reporting three transactions in common stock on November 3 and November 6, 2026, stemming from the termination of the company's Equity Deferral Program and an open-market purchase.

Key Highlights

  • Equity Deferral Plan terminated: ADTRAN Holdings' Equity Deferral Program was terminated effective November 3, 2025, triggering a distribution to Stanton on November 3, 2026.
  • Phantom stock converted: 225,774.593 phantom stock units were converted (transaction code M) into 225,774.593 shares of common stock at $0 exercise price on November 3, 2026.
  • Tax withholding shares: 91,438.593 shares were withheld by the issuer (transaction code F) at $5.43 per share on November 3, 2026 to satisfy Stanton's applicable tax withholding obligations.
  • Open-market purchase: Stanton acquired 150,000 shares of common stock (transaction code P) at $4.006 per share on November 6, 2026.
  • Resulting ownership: Following all reported transactions, Stanton directly beneficially owned 1,410,889.51 shares of common stock.
  • Derivative position reduced to zero: Following the November 3, 2026 conversion, Stanton held 0 phantom stock units.

ADTRAN Holdings CEO Stanton Reports Equity Deferral Distribution and Open-Market Purchase

According to the Form 4 filed with the SEC on November 9, 2026, Thomas R. Stanton, who serves as Chairman and CEO of ADTRAN Holdings, Inc. (NASDAQ:ADTN), reported a series of transactions tied to the wind-down of the company's internal equity compensation arrangement. The filing states that the issuer's Equity Deferral Program "was terminated effective November 3, 2025, resulting in a distribution to the reporting person pursuant to the Plan on November 3, 2026."

On November 3, 2026, 225,774.593 phantom stock units held by Stanton were converted into an equivalent number of common shares at $0, as each share of phantom stock is described in the filing as "the economic equivalent of one share of the issuer's common stock." Concurrently, the issuer withheld 91,438.593 of those shares at $5.43 per share to cover Stanton's applicable tax withholding obligations arising from the distribution. After those two transactions, Stanton directly held 1,260,889.51 shares, according to the filing.

Three days later, on November 6, 2026, Stanton separately purchased 150,000 shares of common stock on the open market at $4.006 per share, bringing his total direct beneficial ownership to 1,410,889.51 shares, as reported in the filing. The Form 4 was signed by Dan Ragsdale acting under a power of attorney.

What Was Disclosed

The filing disclosed three transactions in ADTRAN Holdings common stock by Chairman and CEO Thomas R. Stanton: a phantom stock conversion of 225,774.593 shares, a tax-related withholding of 91,438.593 shares at $5.43, and an open-market purchase of 150,000 shares at $4.006, leaving him with direct beneficial ownership of 1,410,889.51 shares.