Wilson James Denson Jr 4

What Happened

• James Denson, Chief Revenue Officer of ADTRAN Holdings (ADTN), had 3,777 performance stock units vest on Jan 26, 2026 (awarded shares acquired at $0). To satisfy withholding taxes due on the vesting, 1,087 shares were delivered to the company (disposed) at an implied value of $9.24 per share, totaling $10,044. The award stems from a grant made Jan 20, 2023 under the company's 2020 Employee Stock Incentive Plan.

Key Details

• Transaction dates: 2026-01-26 (vesting and withholding share delivery); Form 4 filed 2026-01-28 (timely).
• Grant: 3,777 shares acquired (code A) at $0.00 (these are vested performance stock units).
• Withholding: 1,087 shares disposed (code F) at $9.24 each, total value $10,044 — shares were delivered to issuer to cover withholding taxes (cashless/tax withholding, not an open-market sale).
• Shares owned after the transactions: not specified in the filing.
• Footnotes: F1 confirms the shares were PSUs awarded Jan 20, 2023; F2 confirms shares were delivered to pay withholding taxes.

Context

• This is a routine vesting and tax-withholding transaction — receiving vested shares (award) and surrendering shares for tax obligations does not necessarily signal a buy or sell intent on the open market. Purchases generally carry more directional weight for investors; tax-withholding disposals are common and administrative in nature.