ADTN

• On August 10, 2026, Adtran Networks SE amended the employment agreement of Christoph Glingener, CTO of ADTRAN Holdings and Adtran Networks, extending the term through December 31, 2026.
• He remains eligible for an annual cash bonus tied to revenue and adjusted EBIT, with a target of 60% of base salary.
• He received time-based RSUs with a target of 75% of base salary (capped at €903,729) and a three-year financial plan PSU award with a target of €903,729 (capped at €2,000,000), granted on August 10, 2026.
• The long-term financial plan PSUs are based on Adjusted EBIT from Jan 1, 2026 to Dec 31, 2028, with adjustment for relative total shareholder return.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Revenue for Q2 2026 was $281.1 million, up 6.1% year-over-year.
• GAAP operating margin was -3.6%; non-GAAP operating margin was 3.8%.
• GAAP diluted loss per share was $0.13; non-GAAP diluted EPS was $0.04.
• Q3 2026 guidance: revenue between $275.0M and $295.0M, non-GAAP operating margin between 1.5% and 5.5%.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The new facility replaces the prior credit agreement with Wells Fargo Bank from July 18, 2022, and is led by JPMorgan Chase Bank, N.A. and J.P. Morgan SE as administrative agents.
• Interest rates range from 2.25% to 3.25% for Term Benchmark Rate loans and 1.25% to 2.25% for Base Rate loans, with a 0.00% floor and a 2.00% default interest premium.
• The credit agreement includes financial covenants: Consolidated Senior Secured Net Leverage Ratio not exceeding 3.25 to 1.0, Consolidated Fixed Charge Coverage Ratio not below 1.25 to 1.00, and minimum Liquidity of $50.0 million during a Springing Covenant Period.
• The obligations are secured by substantially all assets of the Company and US Borrower, guaranteed by certain subsidiaries, and secured by a pledge of all shares of the German Borrower owned by the Company.

1.01 Entry into a Material Definitive Agreement · 1.02 Termination of a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• Preliminary Q2 2026 revenue expected between $280.0M and $282.0M, below prior guidance of $283.0M-$303.0M.
• Preliminary GAAP loss per share expected between $(0.12) and $(0.14); non-GAAP EPS between $0.03 and $0.05.
• Q3 2026 revenue guidance set at $275.0M-$295.0M; non-GAAP operating margin expected 1.5%-5.5%.
• CEO cites a single customer project delay and elevated component/freight costs for the shortfall.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• On June 23, 2026, the Board increased its size from six to seven directors and elected Anne DelSanto to fill the vacancy, effective July 1, 2026.
• The Board determined she qualifies as an independent director under Nasdaq listing standards.
• She will receive compensation under the Company's standard non-employee director arrangements, as described in the 2025 Director Compensation section of the proxy statement filed March 27, 2026.
• Ms. DelSanto brings over 30 years of technology industry experience, including roles at Salesforce, Oracle, and IBM, and currently serves on the boards of Advanced Energy, Axonius, and StackAdapt.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• All six director nominees were elected to one-year terms expiring at the 2027 annual meeting, with Kathryn A. Walker receiving the most votes (51,399,106 for).
• The advisory vote on named executive officer compensation passed with 49,881,975 votes for and 3,077,276 against.
• Stockholders ratified PricewaterhouseCoopers LLP as independent auditor for fiscal year ending December 31, 2026, with 61,869,565 votes for.
• The Charter Amendment also made additional changes to Section 7.1 of the company's Amended and Restated Certificate of Incorporation.

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Q1 2026 revenue was $286.1 million, up 15.5% year-over-year.
• GAAP operating margin was 2.2%; non-GAAP operating margin was 6.9%.
• GAAP diluted loss per share was $0.01; non-GAAP diluted earnings per share was $0.14.
• For Q2 2026, the company expects revenue between $283.0 million and $303.0 million and non-GAAP operating margin between 5.0% and 9.0%.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• On April 6, 2026, ADTRAN Holdings entered into a second amendment to CEO Thomas R. Stanton's employment agreement, eliminating annual PSU awards tied to relative total shareholder return.
• The amendment also adjusts the anticipated value of RSUs and the target number of long-term financial plan PSUs the CEO is eligible to receive.
• On April 1, 2026, the Compensation Committee approved long-term financial plan PSU grants to CEO Stanton (170,723 target shares), Chief Revenue Officer James D. Wilson (24,908), and CFO Timothy Santo (28,252) for the 2026-2028 performance period.
• A similar PSU award is planned for CTO Christoph Glingener later in 2026, pending approvals from Adtran Networks SE's supervisory board and shareholders.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits