Ad-hoc notification pursuant to Article 17 of Regulation (EU) No. 596/2014

ADTRAN Holdings, Inc.:

Restatement of Financial Statements and Postponement of the 2025 Annual Meeting;
Restatement not expected to materially change financials in the Q1/2025 Preliminary Earnings Release

Huntsville, Alabama (United States of America). May 13, 2025 (CT)

As previously disclosed by ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) in its Current Report on Form 8-K furnished to the Securities and Exchange Commission (“SEC”) on April 16, 2025 (the “Form 8-K”), the Company’s majority-owned subsidiary, Adtran Networks SE (“Networks”), published an ad hoc notification in Germany on April 15, 2025 (the “Ad Hoc Notification”).  The Ad Hoc Notification disclosed that, in the course of finalizing Networks’ statutory financial statements for its fiscal year ended December 31, 2024, Networks identified an adjustment to inventory resulting in an increase to costs of goods sold, which resulted in a €5.7 million increase in the amount of Networks’ 2024 loss from that which was previously published in Networks’ preliminary financial results on February 27, 2025.  The Form 8-K disclosed that the Company was in the process of assessing the impact of the adjustment to Networks’ 2024 financial results (the “Adjustment”) on the Company’s historical consolidated financial statements. 

Subsequently, as disclosed in the Company’s preliminary earnings release dated May 7, 2025 (the “Preliminary Earnings Release”), the Company determined that the Adjustment to Networks’ 2024 financial results caused the Company’s financial statements for the year ended December 31, 2024 and the interim fiscal periods therein, and the year ended December 31, 2023, to be adjusted, as described in the Preliminary Earnings Release, which was attached as an exhibit to a Current Report on Form 8-K furnished by the Company to the SEC on May 8, 2025. 

The Audit Committee of the Board of Directors of the Company concluded today, after considering the recommendations of management, that the audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023, as well as the unaudited consolidated financial statements for the interim fiscal periods for fiscal 2024 (collectively with the years ended December 31, 2023 and 2024, the “Non-Reliance Periods”), should no longer be relied upon. The Company’s management is evaluating the impact of this matter on its internal control over financial reporting as of December 31, 2024 and has identified at least one additional material weakness.  The Company plans to restate, as soon as practicable, the financial statements for the Non-Reliance Periods (collectively, the “Restatements”).

As a result of the Restatements and the evaluation and identification of at least one additional material weakness, the Audit Committee also concluded that the opinion of the Company’s independent registered public accounting firm, PricewaterhouseCoopers, on the Company’s consolidated financial statements as of and for the years ended December 31, 2024 and 2023, as well as the interim reviews for each of the 2024 Interim Periods, should no longer be relied upon.

As a consequence, the Company is unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 with the SEC within the prescribed time period. The Company will file a Notification of Late Filing on Form 12b-25 with the SEC in order to obtain an additional five calendar days to file the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, which is expected to be filed on or before May 19, 2025.

The Company does not expect the Restatements to set forth material changes to the financial information presented in the Preliminary Earnings Release. Nevertheless, it was decided today that the 2025 annual meeting of stockholders, originally scheduled to be held on May 14, 2025 is being postponed to allow the Company additional time to complete the process and to provide stockholders with ample time to review the restated financial statements.

Cautionary Note Regarding Forward-Looking Statements

This ad hoc notification contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management.  Forward-looking statements include, among other things, statements regarding the Company’s intent to restate its prior consolidated financial statements for the Non-Reliance Periods, the estimated impact of adjustments to the financial statements for the Non-Reliance Periods, the Company’s evaluation and identification of at least one additional material weakness in internal control over financial reporting and the Company’s disclosure controls and procedures on its financial statements and other public disclosures, the timing for completing the Restatements, the timing for holding the Annual Meeting and related matters.  Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms.  Our actual results and the timing of events could materially differ from those anticipated in such forward-looking statements as a result of (i) the impact of the Company’s evaluation and identification of additional material weaknesses, (ii) the possibility of the Restatements reflecting material changes to the financial information presented in the Preliminary Earnings Release, (iii) the timing of the completion of the Restatements, (iv) the preparation, filing and distribution of materials in connection with the rescheduled Annual Meeting, and (v) such other certain risks and uncertainties including those described in more detail in the Company’s most recent Annual Report on Form 10-K and other documents on file with the SEC.  The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this filing, except as required by applicable law or regulation.

Published by

Adtran Holdings, Inc.

www.adtran.com

For media

Gareth Spence

+44 1904 699 358

public.relations@adtran.com

 For investors

Peter Schuman, IRC

+1 256 963 6305

investor.relations@adtran.com