UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 7.01 | Regulation FD Disclosure |
As an entity listed on the regulated market of the Frankfurt Stock Exchange, Adtran Networks SE, a majority-owned subsidiary of ADTRAN Holdings, Inc. (the “Company”), is subject to German and European securities laws, which, among other requirements, obligate listed issuers such as Adtran Networks SE to provide disclosure without undue delay in certain circumstances via an ad hoc announcement. On April 15, 2025, Adtran Networks SE published an ad hoc announcement disclosing that its final IFRS financial statements will deviate from its previously disclosed preliminary financial results for the fiscal year ended December 31, 2024. A copy of Adtran Networks SE’s ad hoc announcement is attached as Exhibit 99.1 hereto and incorporated by reference herein. The Company is in the process of assessing the impact of the adjustments to Adtran Networks SE’s financial results, as described in its ad hoc announcement, on the Company’s historical financial statements.
The information included in, or furnished with, Item 7.01 of this Current Report on Form 8-K 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.
Forward-Looking Statements
This Current Report on Form 8-K 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 assessment of the impact of adjustments to Adtran Networks SE’s preliminary financial results for the fiscal year ended December 31, 2024 on the Company’s historical financial statements 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 certain risks and uncertainties including those described in more detail in the Company’s most recent Annual Report on Form 10-K, as amended, and Quarterly Reports on Form 10-Q 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.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Ad hoc notification of Adtran Networks SE dated April 15, 2025 | |
| 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: April 15, 2025 | ADTRAN Holdings, Inc. | |||||
| By: | /s/ Timothy Santo | |||||
| Timothy Santo | ||||||
| Chief Financial Officer | ||||||
| (Duly Authorized Officer and Principle Financial Officer) | ||||||