Form 8-K

8-K — ADTRAN Holdings, Inc.

Accession: 0001193125-26-204995

Filed: 2026-05-05

Period: 2026-05-04

CIK: 0000926282

SIC: 3661 (TELEPHONE & TELEGRAPH APPARATUS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — adtn-20260504.htm (Primary)

EX-99.1 (adtn-ex99_1.htm)

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8-K

8-K (Primary)

Filename: adtn-20260504.htm · Sequence: 1

8-K

0000926282false00009262822026-05-042026-05-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 04, 2026

ADTRAN Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-41446

87-2164282

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

901 Explorer Boulevard

Huntsville, Alabama

35806-2807

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (256) 963-8000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $0.01 per share

ADTN

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 4, 2026, ADTRAN Holdings, Inc. (“ADTRAN”) announced its financial results for the first quarter ended March 31, 2026.

A copy of ADTRAN’s press release announcing its financial results is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

Executives from ADTRAN will review the financial results via a live audio webcast on Tuesday, May 5, 2026, at 7:30 a.m. Central Time, or 2:30 p.m. Central European Time. A copy of the investor presentation provided in connection with that review is attached as Exhibit 99.2 and incorporated by reference herein. An archived recording of the webcast will be available for a limited time on ADTRAN's Investor Relations page at https://investors.adtran.com.

The information included in, or incorporated into, Items 2.02 and 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number

Description

99.1

Press Release dated May 4, 2026

99.2

Visual Presentation of May 5, 2026

104

Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

May 5, 2026

By:

/s/ Timothy Santo

Timothy Santo

Senior Vice President of Finance and Chief Financial Officer

EX-99.1

Filename: adtn-ex99_1.htm · Sequence: 2

EX-99.1

ADTRAN Holdings, Inc. reports first quarter 2026 financial results

Huntsville, Alabama, USA. — May 4, 2026 — ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” “ADTRAN” or the “Company”) today announced its unaudited financial results for the first quarter ended March 31, 2026.

•

Revenue: $286.1 million, up 15.5% year-over-year.

•

GAAP gross margin of 39.5%; Non-GAAP gross margin of 43.0%; up 108 and 55 basis points year-over-year, respectively.

•

Operating margin: GAAP operating margin of 2.2 %; non-GAAP operating margin of 6.9%.

•

Net cash provided by operating activities of $12.7 million.

•

GAAP diluted loss per share of $0.01; non-GAAP diluted earnings per share of $0.14.

•

Cash and cash equivalents of $88.3 million.

ADTRAN Holdings Chairman and Chief Executive Officer Tom Stanton stated, “We delivered solid first quarter results, with revenue increasing 15.5% year-over-year, and GAAP and non-GAAP operating margin rising 380 and 300 basis points from a year ago, respectively. These results reflect the continued strength of our core markets and the operating leverage we have been building.”

Mr. Stanton added, “We believe that the demand drivers underpinning our business continue to build. In the US, broadband momentum continues with BEAD deployment funds now beginning to reach operators in a growing number of states. In Europe, high-risk vendor displacement continues to progress, reinforced by the European Commission's advancing legislation such as Cybersecurity Act 2.0. Also during the quarter, we introduced LiteWave800™, our first product purpose-built for intra-data center AI infrastructure, setting a new benchmark for power efficiency at 800G.”

Business outlook1

For the second quarter of 2026, the Company expects revenue to be within a range of $283.0 million to $303.0 million. Non-GAAP operating margin is expected to be within a range of 5.0% to 9.0%.

1 Non-GAAP operating margin (which is calculated as non-GAAP operating income (loss) divided by revenue) is a non-GAAP financial measure. The Company has provided guidance for its second quarter 2026 non-GAAP operating margin. This measure excludes from the corresponding GAAP financial measure the effect of adjustments as described below. The Company has not provided a reconciliation of such non-GAAP guidance to guidance presented on a GAAP basis because it cannot predict and quantify without unreasonable effort all of the adjustments that may occur during the period due to the difficulty of predicting the timing and amounts of various items within a reasonable range. In particular, non-GAAP operating margin excludes certain items, such as acquisition related expenses, amortization and adjustments, stock-based compensation expense, deferred compensation adjustments, professional fees and other expenses, amortization of pension actuarial losses, the tax effect of these adjustments to net loss and purchases of property, plant and equipment, and developed technologies, that the Company is unable to quantitatively predict. Depending on the materiality of these items, they could have a significant impact on the Company's GAAP financial results.

Conference call

The Company will hold a conference call to discuss its first quarter 2026 results on Tuesday , May 5, 2026, at 7:30 a.m. Central Time (2:30 p.m. Central European Time). The Company will webcast this conference call at the events and presentations section of ADTRAN Holdings, Inc. Investor Relations website at https://events.q4inc.com/attendee/656998876 approximately 10 minutes before the start of the call, or you may dial 1-888-330-2391 (Toll-Free US) or 1-240-789-2702, and use Conference ID 8936454.

An online replay of the Company’s conference call, as well as the transcript of the call, will be available on the Investor Relations site https://investors.adtran.com/ shortly following the call and will remain available for at least 12 months. For more information, visit investors.adtran.com or email investor.relations@adtran.com.

Upcoming conference schedule

May 20, 2026: B. Riley Institutional Investor Conference - Marina Del Rey, CA

About Adtran

ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) is the parent company of Adtran, Inc., a leading global provider of open, disaggregated networking and communications solutions that enable voice, data, video and internet communications across any network infrastructure. From the cloud edge to the subscriber edge, Adtran empowers communications service providers around the world to manage and scale services that connect people, places and things. Adtran solutions are used by service providers, private enterprises, government organizations and millions of individual users worldwide. ADTRAN Holdings, Inc. is also the majority shareholder of Adtran Networks SE, formerly ADVA Optical Networking SE (“Adtran Networks”). Find more at Adtran.com, LinkedIn and X.

Cautionary note regarding forward-looking statements

Statements and graphics contained in this press release and the accompanying earnings call which are not historical facts, such as those relating to market trends, future demand driver growth (including with respect to future fiber expansion, service provider fiber networking demand, future high-risk vendor displacement, data center expansion, and future customer opportunities), the impact of AI on customer network operations, future AI uses, and ADTRAN Holdings’ strategy, outlook and financial guidance, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can also generally be identified by the use of words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could,” “look forward,” and similar expressions. In addition, ADTRAN Holdings, through its senior management, may from time to time make forward-looking public statements concerning the matters described herein. All such projections and other forward-looking information speak only as of the date hereof, and ADTRAN Holdings undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise, except to the extent as may be required by law. All such forward-looking statements are estimates and reflect management’s best judgment based upon current information. Actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which have caused and may in the future cause actual events or results to differ materially from those estimated by ADTRAN Holdings include, but are not limited to: (i) risks and uncertainties relating to our ability to remain in compliance with the covenants set forth in and satisfy the payment obligations under our credit agreement and convertible notes, to satisfy our payment obligations to Adtran Networks’ minority shareholders under the Domination and Profit and Loss Transfer Agreement between us and Adtran Networks (the “DPLTA”), and to make payments to Adtran Networks in order to absorb its annual net loss pursuant to the DPLTA; (ii) the risk of fluctuations in revenue due to lengthy sales and approval processes required by major and other service providers for new products, as well as shifting customer spending patterns; (iii) risks and uncertainties related to our inventory practices and ability to match customer demand; (iv) risks and uncertainties relating to our level of indebtedness and our ability to generate cash; (v) risks and uncertainties relating to ongoing material weaknesses in our internal control over financial reporting; (vi) risks posed by changes in general economic conditions and monetary, fiscal and trade policies, including tariffs; (vii) risks and uncertainties relating to our international operations, including potential exposure to ongoing military conflicts (including the conflicts in Iran, Ukraine, and Israel and the surrounding areas); (viii) risks posed by potential breaches of information systems and cyber-attacks (ix) the risk that we may not be able to effectively compete, including through product improvements and development; and (x) the other risks set forth in our public filings made with the Securities and Exchange Commission (the “SEC”), including our most recent Annual Report on Form 10-K for the year ended December 31, 2025 and our Form 10-Q for the quarterly period ended March 31, 2026 to be filed with the SEC.

Explanation of use of non-GAAP financial measures

Set forth in the tables below under the heading “Supplemental Information” are reconciliations of cost of revenue, gross profit, gross margin, operating expenses, operating income (loss), operating margin, other expense, net income (loss) inclusive of the non-controlling interest, net loss attributable to the Company, and loss per share - basic and diluted, attributable to the Company, and net cash provided by operating activities, in each case as reported based on generally accepted accounting principles in the United States (“GAAP”), to non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP operating margin, non-GAAP other expense, non-GAAP net income inclusive of the non-controlling interest, non-GAAP net income attributable to the Company, non-GAAP net earnings per share - basic and diluted, attributable to the Company, and free cash flow, respectively. Such non-GAAP measures exclude acquisition-related expenses, amortizations and adjustments (consisting of intangible amortization of backlog, developed technology, customer relationships, and trade names acquired in connection with business combinations), stock-based compensation expense, deferred compensation adjustments, professional fees and other expenses, amortization of pension actuarial losses, the tax effect of these adjustments to net loss and purchases of property, plant and equipment, and developed technologies. These measures are used by management in our ongoing planning and annual budgeting processes. Additionally, we believe the presentation of these non-GAAP measures, when combined with the presentation of the most directly comparable GAAP financial measure, is beneficial to the overall understanding of ongoing operating performance of the Company. These non-GAAP financial measures are not prepared in accordance with, or an alternative for, GAAP and therefore should not be considered in isolation or as a substitution for analysis of our results as reported under GAAP. Furthermore, our calculation of non-GAAP measures may not be comparable to similar measures calculated by other companies.

Published by

ADTRAN Holdings, Inc.

www.adtran.com

For media

Gareth Spence

+44 1904 699 358

public.relations@adtran.com

For investors

Rob Fink

investor.relations@adtran.com

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

March 31,

December 31,

2026

2025

Assets

Current Assets

Cash and cash equivalents

88,270

95,696

Accounts receivable, net

215,473

210,687

Other receivables

10,292

7,046

Inventory, net

209,003

215,736

Income tax receivable

2,971

3,667

Prepaid expenses and other current assets

62,492

55,317

Short-term investments - deferred compensation

33,813

35,174

Assets held for sale

11,901

Total Current Assets

634,215

635,224

Property, plant and equipment, net

123,849

124,384

Goodwill

59,003

59,983

Intangible assets, net

281,280

294,047

Deferred tax assets

16,223

16,481

Other non-current assets

69,560

73,352

Long-term investments

937

1,022

Total Assets

1,185,067

1,204,493

Liabilities, Redeemable Non-Controlling Interest and Equity

Current Liabilities

Accounts payable

170,605

167,337

Unearned revenue

90,752

87,541

Accrued expenses and other liabilities

31,736

33,690

Accrued wages and benefits

23,449

32,203

Deferred compensation liability

37,051

37,447

Income tax payable

5,613

3,642

Total Current Liabilities

359,206

361,860

Non-current revolving credit agreement

25,000

Non-current convertible senior notes, net of debt issuance costs

193,425

193,038

Deferred tax liabilities

26,776

27,453

Non-current unearned revenue

26,227

27,143

Non-current pension liability

6,305

6,277

Non-current lease obligations

24,940

27,000

Other non-current liabilities

16,646

17,564

Total Liabilities

678,525

685,335

Redeemable Non-Controlling Interest

369,017

373,328

Equity

Common stock

808

802

Additional paid-in capital

803,031

801,269

Accumulated other comprehensive income

70,046

78,877

Retained deficit

(731,345

)

(730,010

)

Treasury stock

(5,015

)

(5,108

)

Total Equity

137,525

145,830

Total Liabilities, Redeemable Non-Controlling Interest and Equity

1,185,067

1,204,493

Condensed Consolidated Statements of Loss

(Unaudited)

(In thousands, except per share amounts)

Three Months Ended

March 31,

2026

2025

Revenue

Network Solutions

237,941

202,217

Services & Support

48,145

45,527

Total Revenue

286,086

247,744

Cost of Revenue

Network Solutions

154,648

134,241

Services & Support

18,450

18,327

Total Cost of Revenue

173,098

152,568

Gross Profit

112,988

95,176

Selling, general and administrative expenses

55,836

50,285

Research and development expenses

50,777

48,859

Operating Income (Loss)

6,375

(3,968

)

Interest and dividend income

300

126

Interest expense

(4,241

)

(4,761

)

Net investment loss

(850

)

(1,686

)

Other income, net

1,263

944

Income (Loss) Before Income Taxes

2,847

(9,345

)

Income tax (expense) benefit

(1,917

)

397

Net Income (Loss)

930

(8,948

)

Less: Net Income attributable to non-controlling interest (1)

2,251

2,319

Net Loss attributable to ADTRAN Holdings, Inc.

(1,321

)

(11,267

)

Weighted average shares outstanding – basic

80,321

79,534

Weighted average shares outstanding – diluted

80,321

79,534

Loss per common share attributable to ADTRAN Holdings, Inc. – basic (2)

(0.01

)

(0.14

)

Loss per common share attributable to ADTRAN Holdings, Inc. – diluted (2)

(0.01

)

(0.14

)

(1) For the three months ended March 31, 2026 and 2025 we accrued $2.2 million and $2.4 million, respectively, of net income attributable to non-controlling interest, representing the recurring cash compensation earned by non-controlling interest shareholders post-DPLTA.

(2) Loss per common share attributable to ADTRAN Holdings, Inc. - basic and diluted - reflects a $0.3 million and a $(3) thousand effect of redemption of RNCI for the three months ended March 31, 2026 and 2025.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

Three Months Ended

March 31,

2026

2025

Cash flows from operating activities:

Net income (loss)

930

(8,948

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

24,916

21,596

Amortization of debt issuance cost

374

320

Amortization of convertible notes issuance costs

386

—

Loss on investments, net

822

1,631

Net loss on disposal of property, plant and equipment

Stock-based compensation expense

1,819

3,210

Deferred income taxes

(244

)

(157

)

Inventory reserves

143

3,339

Changes in operating assets and liabilities:

Accounts receivable, net

(6,192

)

16,011

Other receivables

(3,312

)

(1,141

)

Income taxes receivable

896

(690

)

Inventory

4,671

10,345

Prepaid expenses, other current assets and other assets

(5,558

)

1,504

Accounts payable

366

(4,222

)

Accrued expenses and other liabilities

(9,197

)

352

Income taxes payable

1,790

Net cash provided by operating activities

12,670

43,181

Cash flows from investing activities:

Purchases of property, plant and equipment

(7,505

)

(7,399

)

Purchases of intangibles - developed technology

(8,435

)

(11,296

)

Proceeds from sales and maturities of available-for-sale investments

736

660

Purchases of available-for-sale investments

(75

)

(170

)

Payments for beneficial interests in securitized accounts receivable

(574

)

(133

)

Net cash used in investing activities

(15,853

)

(18,338

)

Cash flows from financing activities:

Tax withholdings related to stock-based compensation settlements

(1,645

)

(420

)

Proceeds from stock option exercises

1,369

756

Payments on financing agreement

(1,400

)

—

Redemption of redeemable non-controlling interest

)

(12

)

Net cash (used in) provided by financing activities

(1,684

)

324

Net (decrease) increase in cash and cash equivalents

(4,867

)

25,167

Effect of exchange rate changes

(2,559

)

133

Cash and cash equivalents, beginning of period

95,696

76,021

Cash and cash equivalents, end of period

88,270

101,321

Supplemental disclosure of cash financing activities:

Cash paid for interest expense

4,451

4,129

Cash (refund) paid for income taxes, net

(814

)

2,367

Cash used in operating activities related to operating leases

2,425

2,696

Supplemental disclosure of non-cash investing and financing activities:

Redemption of redeemable non-controlling interest

301

)

Right-of-use assets obtained in exchange for lease obligations

183

1,893

Purchases of property, plant and equipment included in accounts payable

1,296

1,162

Supplemental Information

Reconciliation of Cost of Revenue, Gross Profit and Gross Margin to

Non-GAAP Cost of Revenue, Non-GAAP Gross Profit and Non-GAAP Gross Margin

(Unaudited)

(In thousands)

Three Months Ended

March 31,

December 31,

March 31,

2026

2025

Total Revenue

286,086

291,560

247,744

Cost of Revenue

173,098

177,831

152,568

Acquisition-related expenses, amortizations and adjustments (1)

(10,021

)

(9,964

)

(9,831

)

Stock-based compensation expense

(140

)

(232

)

(267

)

Non-GAAP Cost of Revenue

162,937

167,635

142,470

Gross Profit

112,988

113,729

95,176

Non-GAAP Gross Profit

123,149

123,925

105,274

Gross Margin

39.5

39.0

38.4

Non-GAAP Gross Margin

43.0

42.5

(1) Includes intangible amortization of backlog, developed technology, customer relationships, and trade names acquired in connection with business combinations. We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure.

Supplemental Information

Reconciliation of Operating Expenses to Non-GAAP Operating Expenses

(Unaudited)

(In thousands)

Three Months Ended

March 31,

December 31,

March 31,

2026

2025

Operating Expenses

106,613

109,251

99,144

Acquisition-related expenses, amortizations and adjustments (1)

(1,641

)

(2)

(1,805

)

(6)

(2,249

)

(9)

Stock-based compensation expense

(1,679

)

(3)

(1,092

)

(7)

(2,943

)

(10)

Deferred compensation adjustments (4)

781

1,547

Professional fees and other expenses

(30

)

(5)

(1,988

)

(8)

—

Non-GAAP Operating Expenses

103,274

105,147

95,499

(1) We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure.

(2) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $1.4 million is included in selling, general and administrative expenses and $0.2 million is included in research and development expenses on the condensed consolidated statements of loss.

(3) $1.2 million is included in selling, general and administrative expenses and $0.5 million is included in research and development expenses on the condensed consolidated statements of loss.

(4) Includes non-cash change in fair value of equity investments held in the ADTRAN Holdings, Inc. Deferred Compensation Program for Employees, all of which is included in selling, general and administrative expenses on the condensed consolidated statement of loss.

(5) Included in selling, general and administrative expenses on the condensed consolidated statements of loss. Includes one-time professional fees and business expenses.

(6) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $1.4 million is included in selling, general and administrative expenses and $0.4 million is included in research and development expenses on the condensed consolidated statements of loss.

(7) $0.4 million is included in selling, general and administrative expenses and $0.7 million is included in research and development expenses on the condensed consolidated statements of loss.

(8) $2.0 million is included in selling, general and administrative expenses on the condensed consolidated statements of loss. Includes professional fees related to an internal investigation and a related SEC inquiry, a provision in connection with a potential 401(k) plan corrective action, and fees relating to other one-time professional fees and business expenses.

(9) Includes $2.2 million of intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business

combinations.

(10) $2.0 million is included in selling, general and administrative expenses and $0.9 million is included in research and development expenses on the condensed

consolidated statements of loss.

Supplemental Information

Reconciliation of Operating Income (Loss) and Operating Margin to Non-GAAP Operating Income

and Non-GAAP Operating Margin

(Unaudited)

(In thousands)

Three Months Ended

March 31,

December 31,

March 31,

2026

2025

Total Revenue

286,086

291,560

247,744

Operating Income (Loss)

6,375

4,478

(3,968

)

Acquisition related expenses, amortizations and adjustments (1)

11,662

11,769

12,080

Stock-based compensation expense

1,819

1,324

3,210

Deferred compensation adjustments (2)

(11

)

(781

)

(1,547

)

Professional fees and other expenses (3)

1,988

—

Non-GAAP Operating Income

19,875

18,778

9,775

Operating Margin

2.2

1.5

-1.6

Non-GAAP Operating Margin

6.9

6.4

3.9

(2) Includes non-cash change in fair value of equity investments held in the ADTRAN Holdings, Inc. Deferred Compensation Program for certain employees, all of which is included in selling, general and administrative expenses on the condensed consolidated statement of loss.

(3) Includes professional fees related to an internal investigation and a related SEC inquiry, a provision in connection with a potential 401(k) plan corrective action, employee exit costs and fees relating to other one-time professional fees and business expenses.

Supplemental Information

Reconciliation of Other Expense to Non-GAAP Other Expense

(Unaudited)

(In thousands)

Three Months Ended

March 31,

December 31,

March 31,

2026

2025

Interest and dividend income

300

1,703

126

Interest expense

(4,241

)

(4,520

)

(4,761

)

Net investment loss

(850

)

(574

)

(1,686

)

Other income, net

1,263

805

944

Total Other Expense

(3,528

)

(2,586

)

(5,377

)

Deferred compensation adjustments (1)

1,012

601

1,649

Pension expense (2)

(20

)

Non-GAAP Other Expense

(2,536

)

(1,973

)

(3,717

)

(1) Includes non-cash change in fair value of equity investments held in the ADTRAN Holdings, Inc. Deferred Compensation Program for Employees.

(2) Includes amortization of actuarial losses related to the Company's pension plan for employees in certain foreign countries.

Supplemental Information

Reconciliation of Net Income (Loss) inclusive of Non-Controlling Interest to

Non-GAAP Net Income inclusive of Non-Controlling Interest

(Unaudited)

and

Reconciliation of Net Loss attributable to ADTRAN Holdings, Inc. and

Loss per Common Share attributable to ADTRAN Holdings, Inc. – Basic and Diluted to

Non-GAAP Net Income attributable to ADTRAN Holdings, Inc. and

Non-GAAP Earnings per Common Share attributable to ADTRAN Holdings, Inc. – Basic and Diluted

(Unaudited)

(In thousands, except per share amounts)

Three Months Ended

March 31,

December 31,

March 31,

2026

2025

Net Loss attributable to ADTRAN Holdings, Inc. common stockholders

(1,020

)

(1,521

)

(11,270

)

Effect of redemption of RNCI (1)

(301

)

(2,075

)

Net Loss attributable to ADTRAN Holdings, Inc.

(1,321

)

(3,596

)

(11,267

)

Net Income attributable to non-controlling interest (2)

2,251

2,316

2,319

Net Income (Loss) inclusive of non-controlling interest

930

(1,280

)

(8,948

)

Acquisition related expenses, amortizations and adjustments (3)

11,662

11,769

12,080

Stock-based compensation expense

1,819

1,324

3,210

Deferred compensation adjustments (4)

1,001

(180

)

102

Pension adjustments (5)

(20

)

Professional fees and other expenses (6)

1,988

—

Tax effect of adjustments to net loss

(2,509

)

(628

)

(1,980

)

Non-GAAP Net Income inclusive of non-controlling interest

12,913

13,005

4,475

Net Income attributable to non-controlling interest (2)

2,251

2,316

2,319

Non-GAAP Net Income attributable to ADTRAN Holdings, Inc.

10,662

10,689

2,156

Effect of redemption of RNCI (1)

301

2,075

)

Non-GAAP Net Income attributable to ADTRAN Holdings, Inc. common stockholders

10,963

12,764

2,153

Weighted average shares outstanding – basic

80,321

79,877

79,534

Weighted average shares outstanding – diluted

80,321

79,877

79,534

Loss per common share attributable to ADTRAN Holdings, Inc. – basic

(0.01

)

(0.02

)

(0.14

)

Loss per common share attributable to ADTRAN Holdings, Inc. – diluted

(0.01

)

(0.02

)

(0.14

)

Non-GAAP Earnings per common share attributable to ADTRAN – basic

0.14

0.16

0.03

Non-GAAP Earnings per common share attributable to ADTRAN – diluted

0.14

0.16

0.03

(1) Loss per common share attributable to ADTRAN Holdings, Inc. - basic and diluted - reflects a $0.3 million and a $(3) thousand effect of redemption of RNCI for the three months ended March 31, 2026 and 2025.

(2) Represents the non-controlling interest portion of the Company's ownership of Adtran Networks pre-DPLTA and the annual recurring compensation earned by redeemable non-controlling interests and accrued by the Company post-DPLTA.

(3) We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure.

(4) Includes non-cash change in fair value of equity investments held in deferred compensation plans offered to certain employees.

(5) Includes amortization of actuarial losses related to the Company's pension plan for employees in certain foreign countries.

(6) Includes professional fees related to an internal investigation and a related SEC inquiry, a provision in connection with a potential 401(k) plan corrective action and fees relating to other one-time professional fees and business expenses.

Supplemental Information

Reconciliation of Net Cash Provided By Operating Activities to Free Cash Flow

(Unaudited)

(In thousands)

Three Months Ended

March 31,

December 31,

March 31,

2026

2025

Net cash provided by operating activities

12,670

42,238

43,181

Purchases of property, plant and equipment and developed technologies (1)

(15,940

)

(19,708

)

(18,695

)

Free cash flow (Non-GAAP)

(3,270

)

22,530

24,486

(1) Purchases related to capital expenditures and developed technologies.

EX-99.2

Filename: adtn-ex99_2.htm · Sequence: 3

Adtran Holdings(Nasdaq: ADTN) Investor presentation May 5, 2026

Cautionary note regarding forward-looking statements Statements and graphics contained in this investor presentation which are not historical facts, such as those relating to market trends, future demand driver growth (including with respect to future fiber expansion, service provider fiber networking demand, future high-risk vendor displacement, data center expansion, and future customer opportunities), the impact of AI on customer network operations, future AI uses, and ADTRAN Holdings’ strategy, outlook and financial guidance, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can also generally be identified by the use of words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could,” “look forward,” and similar expressions. In addition, ADTRAN Holdings, through its senior management, may from time to time make forward-looking public statements concerning the matters described herein. All such projections and other forward-looking information speak only as of the date hereof, and ADTRAN Holdings undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise, except to the extent as may be required by law. All such forward-looking statements are estimates and reflect management’s best judgment based upon current information. Actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which have caused and may in the future cause actual events or results to differ materially from those estimated by ADTRAN Holdings include, but are not limited to: (i) risks and uncertainties relating to our ability to remain in compliance with the covenants set forth in and satisfy the payment obligations under our credit agreement and convertible notes, to satisfy our payment obligations to Adtran Networks’ minority shareholders under the Domination and Profit and Loss Transfer Agreement between us and Adtran Networks (the “DPLTA”), and to make payments to Adtran Networks in order to absorb its annual net loss pursuant to the DPLTA; (ii) the risk of fluctuations in revenue due to lengthy sales and approval processes required by major and other service providers for new products, as well as shifting customer spending patterns; (iii) risks and uncertainties related to our inventory practices and ability to match customer demand; (iv) risks and uncertainties relating to our level of indebtedness and our ability to generate cash; (v) risks and uncertainties relating to ongoing material weaknesses in our internal control over financial reporting; (vi) risks posed by changes in general economic conditions and monetary, fiscal and trade policies, including tariffs; (vii) risks and uncertainties relating to our international operations, including potential exposure to ongoing military conflicts (including the conflicts in Iran, Ukraine, and Israel and the surrounding areas); (viii) risks posed by potential breaches of information systems and cyber-attacks (ix) the risk that we may not be able to effectively compete, including through product improvements and development; and (x) the other risks set forth in our public filings made with the Securities and Exchange Commission (the “SEC”), including our most recent Annual Report on Form 10-K for the year ended December 31, 2025 and our Form 10-Q for the quarterly period ended March 31, 2026 to be filed with the SEC.

Introduction and business model

Leading the way in the fiber everywhere era Who is adtran? “Our vision is to enable a fully-connected world, where the power and freedom to communicate is available to everyone, everywhere, in a secure, efficient and sustainable environment.” Tom Stanton, Chairman and CEO, Adtran Global presence HQ = Huntsville, AL ~40 years of experience ~1,000 global technology patents ~3,200 global employees Core to customer premise fiber networking

Market trends, shaping the future of connectivity Industry update Expected continued growth in scalable, secure and AI-optimized fiber networks Fiber everywhere era continues Mix of public and private funding expected to remain strong Connecting all homes, businesses, 5G sites and critical infrastructure AI infrastructure interconnect ramping Inter-DC and intra-DC capacity rapidly scaling Driving growth with cloud providers and service providers with wholesale services (e.g., MOFN) Enterprise AI to follow Growing importance of secure networks New EU legislation proposed to remove high-risk vendors Legacy infrastructure networks need to be digitized and encrypted Data & AI transforming network operations Applying AI to automate operations and improve subscriber experience Expected to significantly reduces operational expenses

Adtran is a global vendor with scale and diversity Business model Broad portfolio and a trusted supplier to customers around the globe Portfolio differentiation Customer diversity Global presence Trusted vendor Optical core to customer premise End-to-end automation & insights Enhanced security and assurance Cloud/AI interconnect Balanced mix of national SPs, regional SPs, enterprise and ICP customers Projected growth opportunities in each segment Geo-diverse supply chain Globally diverse R&D, sales and support Strong geographic mix of customers Secure networking specialist Long history with top tier SP, enterprise and government customers Leading alternative to high-risk vendors

Adtran portfolio Complete portfolio from the core to the customer premise Subscriber solutions Residential/SMB: ONTs, Wi-Fi and cloud mgmt. software Business: IP/Ethernet CPE, cloud-managed routers Optical networking Pluggable coherent optics Open line systems (OLS) Client optics Optical terminals Infrastructure monitoring Access and aggregation Broadband access platforms IP/Ethernet aggregation Synchronization and timing solutions Software Network and subscriber insights, network and service automation, and AI-driven operations Professional services Scalable in-region services, including planning, deployment and maintenance Target market: service providers, enterprise and government Target market: service providers, enterprise and government Target market: service providers, cloud providers, enterprise and government

Business model Factors expected to drive long-term growth Expansion of fiber networks Investment in fiber to homes, businesses and critical infrastructure sites ongoing In-home networks upgrading to multi-Gig Wi-Fi to match access network speeds Adtran has strong presence and broad portfolio to address these needs Adtran is a leading alternative to high-risk vendors in optical transport and fiber access given our portfolio strengths and broad global presence Shift away from high-risk vendors is accelerating Securing critical networks Governments, utilities and enterprises upgrading and securing their optical networks Enterprise AI driving resurgence in private cloud infrastructure Adtran is a secure networks specialist with top-tier customers and portfolio in this space Data center expansion Surge in AI infrastructure driving higher capacity inter and intra-DC links Rapid expansion of wholesale services to hyperscaler/neoscalers (i.e., MOFN) Adtran’s optical portfolio well-suited to address these needs High-risk vendor replacement

Innovative optical solutions to address to AI demands Optical innovation Applying optical innovation to AI infrastructure Adtran has spent decades solving the hardest optical problems in service provider optical networks — power efficiency, density,and performance. Inside and outside the data center, cloud providers are making the same architectural choices. At the AI back-end layer, the use cases are new — but the engineering disciplines are the same. We believe this foundation positions Adtran at the intersection of both worlds as hyperscalers scale their AI infrastructure. Revolutionary optical design Decades of engineering coherent optics from carrier edge to data center — the same discipline AI infrastructure now demands at massive scale. Power and density engineering Carrier networks demand the same power efficiency and density constraints now defining AI data center design. We have solved these problems before. Vertical engineering capability End-to-end control from chip to system gives Adtran the ability to innovate at the component level where AI infrastructure gains are won. What we are doing LightWave800™ — our first product built for AI infrastructure, drawing directly on carrier optical expertise Delivers unprecedented power savings for short-reach connectivity inside the data center up to 500m — bringing optical integration expertise proven in carrier networks into one of the fastest-growing and most power-constrained environments in networking today. A broader AI infrastructure portfolio in development We are continuing to advance our initiatives in optical and AI infrastructure — drawing on vertical engineering capability and deep understanding of power and density constraints to address the data center opportunities emerging alongside our core business. Where we stand today Early engagement has been encouraging AI infrastructure is additive to our core business — not a distraction Our priorities remain focused on expanding margin, generating cash, and converting the strong pipeline we see across all three categories

Adtran Optical terminals & pluggable optics 100/400/800G coherent pluggables Thin/pluggable transponders PQC-ready, secure transponders 800G LPOs (intra-DC) Managed Optical Fiber Network (MOFN) AI & cloud interconnect Intra-DC scale up / scale out Quantum-safe optical transport High-risk vendor replacement High-performance, flexible metro OLS systems with automation Plug-and-play, up to 1.6T OLS systems tailored for cloud interconnect Optical planning and network automation AI & cloud interconnect Expansion of wholesale services Upgrades to higher speeds Scalable, cloud-managed OTDR for transport & PON monitoring Coherent OTDR for sensing Cloud-based fiber monitoring AI-driven operations demanding real-time network insights Wholesale service validation Infrastructure assurance CATEGORY SOLUTIONS GROWTH DRIVERS Open line systems Infrastructure assurance Portfolio overview Optical Networking

Adtran Fiber access platforms Open, disaggregated OLT systems with industry-lead density and power Industry-standard 50 Gig PON AI-driven access insights Fiber footprint expansion XGS-PON upgrades High-risk vendor replacement Nx100 Gig and 400 Gig aggregation platforms for carrier ethernet, broadband aggregation and edge routing Quantum-safe IP/Ethernet aggregation NOS solutions for white box hardware Higher speeds for broadband and carrier ethernet aggregation Upgrades to IP/MPLS/SR networks IPoDWDM routing Quantum-safe IP/Ethernet services Ultra-precise, resilient PNT Highest performance optical cesium solutions Core to edge portfolio Sync management Resilient PNT for government networks Data center synchronization for AI workloads and resiliency Electrical grid modernization / resiliency CATEGORY SOLUTIONS GROWTH DRIVERS IP/Ethernet aggregation Synchronization and timing Portfolio overview Access and Aggregation

Adtran Residential / SMB GPON / XGS-PON / 5G PON ONTs Indoor & outdoor multi-Gig, mesh Wi-Fi 7 platforms AI-driven insights/optimization FTTH expansion and upgrades Upgrades to AI-optimized, cloud-managed Wi-Fi 7 Shift to secure vendors Enterprise routing and switching Cloud-managed vRouter and multi-vendor uCPE solutions Single node and multi-node hosts for distributed AI workloads Shift to cloud-managed, multi-Gig, multi-vendor platforms Distributed AI workloads pushing to the network edge or customer-premise IP/Ethernet CPE for SLA-based service delivery 1 Gig to 400 Gig service delivery Network automation and monitoring Connecting critical infrastructure with secure, SLA-based services Expansion of fiber for business, 5G and intelligent infrastructure CATEGORY SOLUTIONS GROWTH DRIVERS Enterprise Wholesale / SLA service delivery Portfolio overview Subscriber Solutions

Source: Third party information based on public filings and websites. Differentiated portfolio Broad portfolio and target customer base Network focus Optical, access, subscriber, cloud/AI Mobile, optical, access, subscriber, cloud/AI Optical core and metro, cloud/AI Access and subscriber Metro and access optical Mobile, optical, cloud/AI, access, subscriber Customer focus Tier 1, 2, 3 CSPs, Enterprise, ICP Tier 1, 2 CSPs ICPs Tier 1 CSPs ICPs Tier 2, 3 CSPs Tier 2, 3 CSPs Tier 1, 2 CSPs ICPs Customer premises (Residential / SMB) ✓ ✓ X ✓ X ✓ Customer premises (Ent. / Wholesale) ✓ ✓ ✓ X X ✓ Fiber access (Residential / SMB) ✓ ✓ X ✓ X ✓ Fiber backhaul (Metro optical) ✓ ✓ ✓ X ✓ ✓ Cloud/AI infrastructure ✓ ✓ ✓ X X ✓

Core to prem. fiber networks powered by AI intelligence Service provider solutions AI-driven operations and support Subscriber experience Access domain IP & Optical domains Clarity AI-driven intelligence FSP 3000 Thin transponders and metro OLS solutions Metro DWDM 1/10/100G IP/Ethernet GPON/XGS/50G PON Residential and SMB Wi-Fi 7 400G edge routers SDG Multi-Gig Wi-Fi 7 platforms SDX Fiber access platforms and edge routers FSP 150 SLA-based IP/Ethernet service delivery

Solutions that enable distributed AI at scale Cloud and ai infrastructure solutions Cloud interconnect – scale across front-end network Cloud interconnect – DCI Inter-rack: back end scale out LightWave IP OLS AI back-end network Intra-rack: scale up DC sync Ensemble Agentic AI workloads – customer premise or network edge Network to cloud interconnect – 4x100G LR4 to 400G for cloud handoff OSA IP OLS MicroMux

Quantum-safe networking solutions Securing critical infrastructure Quantum-safe networking solutions for mission-critical enterprise and government networks Secure enterprise cloud interconnect S-flex Quantum-safe pluggable transponders (w/ PQC-compliant encryption) ALM ALM FSP 150 Quantum-safe Ethernet services Secure IP/Ethernet for critical infrastructure Fiber sensing and monitoring (real-time tamper monitoring) Fiber monitoring Network orchestration and security management

Business update

Revenue within target Non-GAAP gross margin Increasing non-GAAP operating margin Non-GAAP EPS Revenue of $286.1m, up 15.5% y-o-y and within our prior guidance of $275.0m-$295.0m Higher non-GAAP gross margin Non-GAAP gross margin of 43.0%, increased by 55 bps y-o-y Improved product & customer mix Non-GAAP operating margin of 6.9%, up from 6.4% q-o-q, and an increase from 3.0% y-o-y Accelerated growth in operating margin Non-GAAP EPS $0.14, up from $0.03 y-o-y, and down from $0.16 q-o-q Strong execution and increased scale has benefited bottom-line results Business update Q2 2026 highlights Non-GAAP gross margin is calculated as non-GAAP gross profit divided by revenue. Non-GAAP operating margin is calculated as non-GAAP operating income divided by revenue. A reconciliation of each non-GAAP financial measure to the most comparable GAAP measure is included in the appendix of this presentation. $286.1M 43.0% 6.9% $0.14

business update – Q1’26 percentage REVENUE BY CATEGORY Revenue percentage and growth drivers by category Growth drivers Increasing investments in cloud and AI infrastructure Service providers increasing wholesale service offerings Ongoing high-risk vendor replacement in Europe Optical Networking Growth drivers Expansion of 10 Gig fiber access networks IP/Ethernet aggregation networks being upgraded High-risk vendor replacement in Europe Growth drivers Upgrades to 10 Gig residential fiber access Upgrading speeds for SLA-based commercial services Shift to cloud-managed Wi-Fi 7 Access and Aggregation Subscriber Solutions 34% 34% 32% 34% 34% 32% 34% 32% 34%

Q1 2026 business update Revenue by geography and customer type Note: Q4’25 Percentage revenue by geography and customer type may have a potential difference from dollar amounts to be presented in the 10-K due to rounding. 51% 49% US Non-US 31% 49% 21% Large SPs Regional SPs Enterprise/ICPs Strong growth in the US driven by broadband expansion and regional SPs

Q1 2026 business update Financial information Q1 2025 Q4 2025 Q1 2026 286.1 291.6 247.7 Q1 2025 Q4 2025 Q1 2026 43.0 % 42.5 % 42.5 % Q1 2025 Q4 2025 Q1 2026 103.3 105.1 95.5 Q4 2023 Q3 2024 Q4 2024 Q1 2025 Q4 2025 Q1 2026 6.9% 6.4% 3.9% Note: Potential differences may be due to rounding. Note: A reconciliation of each non-GAAP financial measure to the most comparable GAAP measure is included in the appendix of this presentation. Non-GAAP gross margin is calculated as non-GAAP gross profit divided by revenue. Non-GAAP operating margin is calculated as non-GAAP operating income (loss) divided by revenue. Q1 26 Revenue ($m) 286.1m -1.9% q-o-q +15.5% y-o-y Q1 26 Non-GAAP gross margin 43.0% +54 bps q-o-q +55 bps y-o-y Q1 26 Non-GAAP operating expenses ($m) 103.3m -1.8% q-o-q +8.1% y-o-y Q1 26 Non-GAAP operating margin 6.9% +51 bps q-o-q +300 bps y-o-y Q4 24 Non-GAAP diluted EPS ($) -0.01 Q1 2025 Q4 2025 Q1 2026 0.14 0.16 0.03 Q1 26 Non-GAAP diluted EPS ($) 0.14 -$0.02 q-o-q +$0.11 y-o-y

Net working capital Net working capital lower by $5m q-o-q & increased by $6m y-o-y driven by higher receivables & lower inventory Cash End-of-quarter cash remained strong at $88m, providing ample liquidity to support operations Non-GAAP free cash flow Free cash flow was negative $3.3m this quarter, reflecting timing of cash receipts and higher purchases of inventory Cash conversion metrics Efficient cash conversion supported by DSO and DPO trends Q1 2025 Q4 2025 Q1 2026 $254 $259 $248 Q1 2026 business update Balance sheet and cash flow highlights Q1 2025 Q4 2025 Q4 2025 $88 $96 $101 Q1 2026 Q4 2025 Q1 2026 -$3 $23 $24 60 74 57 70 59 70 66 68 68 66 Q1 25 Q2 25 Q3 25 Q4 25 Q1 26 Note: A reconciliation of each non-GAAP financial measure to the most comparable GAAP measure is included in the appendix of this presentation. Non-GAAP free cash flow is operating cash flow less purchases of property, plant and equipment and developed technologies. Net Working Capital = Trade Accounts Receivables + Inventories – Trade Accounts Payables. Days Payable Outstanding (DPO) = Ave. A/P / (COGS/Days in Qtr.). Days Sales Outstanding (DSO) = A/R, net / (Revenue/Days in Qtr.). ($m) ($m) ($m) DSO DPO DSO DPO

Business outlook

Outlook for Q2 2026 Prior outlook (for Q1 2026) Current outlook (for Q2 2026) Revenue $275.0m – $295.0m $283.0m – $303.0m Non-GAAP operating margin +4.0% – +8.0% +5.0% – +9.0% Note: Non-GAAP operating margin is calculated as non-GAAP operating profit divided by revenue. The Company has not provided a reconciliation of such non-GAAP guidance to guidance presented on a GAAP basis because it cannot predict and quantify without unreasonable effort all of the adjustments tha may occur during the period due to the difficulty of predicting the timing and amounts of various items within a reasonable range.

GAAP to non-GAAP reconciliations

Explanation of use of non-GAAP financial measures Set forth in the tables below are reconciliations of cost of revenue, gross profit, gross margin, operating expenses, operating income (loss), operating margin, other expense, net income (loss) inclusive of the non-controlling interest, net loss attributable to the Company, and loss per share - basic and diluted, attributable to the Company, and net cash provided by operating activities, in each case as reported based on generally accepted accounting principles in the United States (“GAAP”), to non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP operating margin, non-GAAP other expense, non-GAAP net income inclusive of the non-controlling interest, non-GAAP net income attributable to the Company, non-GAAP net earnings per share - basic and diluted, attributable to the Company, and free cash flow, respectively. Such non-GAAP measures exclude acquisition-related expenses, amortizations and adjustments (consisting of intangible amortization of backlog, developed technology, customer relationships, and trade names acquired in connection with business combinations), stock-based compensation expense, deferred compensation adjustments, professional fees and other expenses, amortization of pension actuarial losses, the tax effect of these adjustments to net loss and purchases of property, plant and equipment, and developed technologies. These measures are used by management in our ongoing planning and annual budgeting processes. Additionally, we believe the presentation of these non-GAAP measures, when combined with the presentation of the most directly comparable GAAP financial measure, is beneficial to the overall understanding of ongoing operating performance of the Company. These non-GAAP financial measures are not prepared in accordance with, or an alternative for, GAAP and therefore should not be considered in isolation or as a substitution for analysis of our results as reported under GAAP. Furthermore, our calculation of non-GAAP measures may not be comparable to similar measures calculated by other companies. Non-GAAP operating margin (which is calculated as non-GAAP operating income (loss) divided by revenue) is a non-GAAP financial measure. The Company has provided guidance for its second quarter 2026 non-GAAP operating margin. This measure excludes from the corresponding GAAP financial measure the effect of adjustments as described below. The Company has not provided a reconciliation of such non-GAAP guidance to guidance presented on a GAAP basis because it cannot predict and quantify without unreasonable effort all of the adjustments that may occur during the period due to the difficulty of predicting the timing and amounts of various items within a reasonable range. In particular, non-GAAP operating margin excludes certain items, such as acquisition related expenses, amortization and adjustments, stock-based compensation expense, deferred compensation adjustments, professional fees and other expenses, amortization of pension actuarial losses, the tax effect of these adjustments to net loss and purchases of property, plant and equipment, and developed technologies, that the Company is unable to quantitatively predict. Depending on the materiality of these items, they could have a significant impact on the Company's GAAP financial results.

Non-GAAP cost of revenue, gross profit and gross margin reconciliation (1) Includes intangible amortization of backlog, developed technology, customer relationships, and trade names acquired in connection with business combinations. We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure.

Non-GAAP operating expense reconciliation See footnotes on following page

Non-GAAP operating expense reconciliation footnotes (1) We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure. (2) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $1.4 million is included in selling, general and administrative expenses and $0.2 million is included in research and development expenses on the condensed consolidated statements of loss. (3) $1.2 million is included in selling, general and administrative expenses and $0.5 million is included in research and development expenses on the condensed consolidated statements of loss. (4) Includes non-cash change in fair value of equity investments held in the ADTRAN Holdings, Inc. Deferred Compensation Program for Employees, all of which is included in selling, general and administrative expenses on the condensed consolidated statement of loss. (5) Included in selling, general and administrative expenses on the condensed consolidated statements of loss. Includes one-time professional fees and business expenses. (6) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $1.4 million is included in selling, general and administrative expenses and $0.4 million is included in research and development expenses on the condensed consolidated statements of loss. (7) $0.4 million is included in selling, general and administrative expenses and $0.7 million is included in research and development expenses on the condensed consolidated statements of loss. (8) $2.0 million is included in selling, general and administrative expenses on the condensed consolidated statements of loss. Includes professional fees related to an internal investigation and a related SEC inquiry, a provision in connection with a potential 401(k) plan corrective action, and fees relating to other one-time professional fees and business expenses. (9) Includes $2.2 million of intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations. (10) $2.0 million is included in selling, general and administrative expenses and $0.9 million is included in research and development expenses on the condensed consolidated statements of loss.

Non-GAAP operating income and operating margin reconciliation (1) Includes intangible amortization of backlog, developed technology, customer relationships, and trade names acquired in connection with business combinations. We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure. (2) Includes non-cash change in fair value of equity investments held in the ADTRAN Holdings, Inc. Deferred Compensation Program for certain employees, all of which is included in selling, general and administrative expenses on the condensed consolidated statement of loss. (3) Includes professional fees related to an internal investigation and a related SEC inquiry, a provision in connection with a potential 401(k) plan corrective action, employee exit costs and fees relating to other one-time professional fees and business expenses.

Non-GAAP other expense reconciliation (1) Includes non-cash change in fair value of equity investments held in the ADTRAN Holdings, Inc. Deferred Compensation Program for Employees. (2) Includes amortization of actuarial losses related to the Company's pension plan for employees in certain foreign countries.

Non-GAAP net income (loss) and earnings (loss) per share reconciliation (1) Loss per common share attributable to ADTRAN Holdings, Inc. - basic and diluted - reflects a $0.3 million and a $(3) thousand effect of redemption of RNCI for the three months ended March 31, 2026 and 2025. (2) Represents the non-controlling interest portion of the Company's ownership of Adtran Networks pre-DPLTA and the annual recurring compensation earned by redeemable non-controlling interests and accrued by the Company post-DPLTA. (3) We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure. (4) Includes non-cash change in fair value of equity investments held in deferred compensation plans offered to certain employees. (5) Includes amortization of actuarial losses related to the Company's pension plan for employees in certain foreign countries. (6) Includes professional fees related to an internal investigation and a related SEC inquiry, a provision in connection with a potential 401(k) plan corrective action and fees relating to other one-time professional fees and business expenses.

Free cash flow reconciliation (1) Purchases related to capital expenditures and developed technologies.

Appendix

2026 Financial calendar Annual Shareholder Meeting May 13 B. Riley Annual Growth Conference in Los Angeles May 20/21 Evercore Technology Conference in San Francisco June 2/3 Q2 Earnings Release & Quarterly Conference Call August 4/5 Rosenblatt Virtual Technology Summit August 18

info@adtran.com | adtran.com

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