STANTON THOMAS R 4

What Happened
Thomas R. Stanton, ADTRAN Holdings’ Chairman & CEO, was issued 27,973 shares on 2026-01-26 following the vesting of performance stock units. On the same date, 12,407 of those shares were delivered back to the company to satisfy withholding tax obligations (disposed at $9.24 per share for a tax withholding value of $114,641). The award shares were granted under the company’s 2020 Employee Stock Incentive Plan.

Key Details

• Transaction date: 2026-01-26; Form 4 filed 2026-01-28 (timely filing).
• Award: 27,973 shares acquired @ $0.00 (vesting of performance stock units).
• Withholding: 12,407 shares delivered to issuer @ $9.24 (value $114,641) to pay taxes.
• Footnotes: Vesting relates to a PSU grant made Jan 20, 2023 (F1); shares were delivered for tax withholding (F2).
• Shares owned after transaction: not specified in the provided filing.

Context
This was a vesting of performance-based awards, not a market purchase or a discretionary sale. The partial “disposal” reflects a routine cashless withholding of shares to cover taxes and should not be read as an open-market sale indicating sentiment.