Form 8-K

8-K — ADTRAN Holdings, Inc.

Accession: 0001193125-26-331458

Filed: 2026-08-04

Period: 2026-08-03

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-20260803.htm (Primary)

EX-99.1 (adtn-ex99_1.htm)

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8-K

8-K (Primary)

Filename: adtn-20260803.htm · Sequence: 1

8-K

0000926282false00009262822026-08-032026-08-03

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): August 03, 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

Not Applicable

(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 August 3, 2026, ADTRAN Holdings, Inc. (“ADTRAN”) announced its financial results for the second quarter ended June 30, 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, August 4, 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 August 3, 2026

99.2

Visual Presentation dated August 4, 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.

ADTRAN, Holdings, Inc.

Date:

August 4, 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 second quarter 2026 financial results

Huntsville, Alabama, USA. — August 3, 2026 — ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” “ADTRAN” or the “Company”) today announced its unaudited financial results for the second quarter ended June 30, 2026.

•

Revenue: $281.1 million, up 6.1 % year-over-year.

•

GAAP gross margin of 37.0%; non-GAAP gross margin of 40.7%.

•

GAAP operating margin of -3.6 %; non-GAAP operating margin of 3.8%.

•

Net cash provided by operating activities of $25.9 million.

•

GAAP diluted loss per share of $0.13; non-GAAP diluted earnings per share of $0.04.

•

Cash and cash equivalents of $79.2 million.

ADTRAN Holdings Chairman and Chief Executive Officer Tom Stanton stated, “Demand across our end markets remained strong during the quarter led by the results of our Optical Networking Solutions business. While our second quarter results were affected by a specific set of near-term factors, it does not change the underlying strength or trajectory of our business.”

Mr. Stanton added, “Our strategic priorities remain on track. We continue to gain momentum in optical networking while increasing diversity across cloud providers/hyperscalers, enterprise, and government customers, with revenue from these customers growing 47% year-over-year. We remain committed to our long-term operating model and remain confident that our strategy will deliver long-term shareholder value.”

Business outlook1

For the third quarter of 2026, the Company expects revenue to be within a range of $275.0 million to $295.0 million. Non-GAAP operating margin is expected to be within a range of 1.5% to 5.5%.

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 third 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 second quarter 2026 results on Tuesday , August 4, 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/977314034 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

August 17, 2026: Rosenblatt Virtual Technology Summit - Virtual

September 10, 2026: B. Riley TMT Conference – New York

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 across end markets, future demand driver growth (including with respect to expected hyperscale demand for data center interconnect and next-generation connectivity) 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, our Form 10-Q for the quarterly period ended March 31, 2026, and our Form 10-Q for the quarterly period ended June 30, 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 (loss) income, operating margin, other income (expense), net (loss) income 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 (loss) attributable to the Company, non-GAAP net earnings (loss) 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, professional fees and other expenses, restructuring expenses, deferred compensation adjustments, 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

Media contact

Gareth Spence

+44 1904 699 358

public.relations@adtran.com

Investors contact

Rob Fink

investor.relations@adtran.com

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

June 30,

December 31,

2026

2025

Assets

Current Assets

Cash and cash equivalents

79,236

95,696

Accounts receivable, net

205,761

210,687

Other receivables

9,066

7,046

Inventory, net

208,778

215,736

Income tax receivable

3,537

3,667

Prepaid expenses and other current assets

60,432

55,317

Short-term investments - deferred compensation

39,075

35,174

Assets held for sale

11,901

Total Current Assets

617,786

635,224

Property, plant and equipment, net

123,002

124,384

Goodwill

58,336

59,983

Intangible assets, net

269,488

294,047

Deferred tax assets

16,223

16,481

Other non-current assets

64,110

73,352

Long-term investments

1,016

1,022

Total Assets

1,149,961

1,204,493

Liabilities, Redeemable Non-Controlling Interest and Equity

Current Liabilities

Accounts payable

169,322

167,337

Unearned revenue

78,711

87,541

Accrued expenses and other liabilities

24,702

33,690

Accrued wages and benefits

25,613

32,203

Deferred compensation liability

42,653

37,447

Income tax payable

3,804

3,642

Total Current Liabilities

344,805

361,860

Non-current revolving credit agreement

25,000

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

193,822

193,038

Deferred tax liabilities

26,491

27,453

Non-current unearned revenue

24,959

27,143

Non-current pension liability

6,357

6,277

Non-current lease obligations

23,842

27,000

Other non-current liabilities

16,028

17,564

Total Liabilities

661,304

685,335

Redeemable Non-Controlling Interest

359,160

373,328

Equity

Common stock

815

802

Additional paid-in capital

805,882

801,269

Accumulated other comprehensive income

64,194

78,877

Retained deficit

(736,379

)

(730,010

)

Treasury stock

(5,015

)

(5,108

)

Total Equity

129,497

145,830

Total Liabilities, Redeemable Non-Controlling Interest and Equity

1,149,961

1,204,493

Condensed Consolidated Statements of Loss

(Unaudited)

(In thousands, except per share amounts)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Revenue

Network Solutions

232,898

219,498

470,839

421,715

Services & Support

48,248

45,570

96,393

91,097

Total Revenue

281,146

265,068

567,232

512,812

Cost of Revenue

Network Solutions

157,585

147,321

312,233

281,562

Services & Support

19,610

18,823

38,060

37,150

Total Cost of Revenue

177,195

166,144

350,293

318,712

Gross Profit

103,951

98,924

216,939

194,100

Selling, general and administrative expenses

60,243

60,347

116,079

110,632

Research and development expenses

53,779

51,895

104,556

100,754

Operating Loss

(10,071

)

(13,318

)

(3,696

)

(17,286

)

Interest and dividend income

397

201

697

327

Interest expense

(4,234

)

(4,564

)

(8,475

)

(9,325

)

Net investment loss

5,274

3,075

4,424

1,389

Other income (expense), net

718

(2,636

)

1,981

(1,692

)

Loss Before Income Taxes

(7,916

)

(17,242

)

(5,069

)

(26,587

)

Income tax expense

(788

)

(1,016

)

(2,705

)

(619

)

Net Loss

(8,704

)

(18,258

)

(7,774

)

(27,206

)

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

2,201

2,273

4,452

4,592

Net Loss attributable to ADTRAN Holdings, Inc.

(10,905

)

(20,531

)

(12,226

)

(31,798

)

Weighted average shares outstanding – basic

80,948

79,748

80,639

79,642

Weighted average shares outstanding – diluted

80,948

79,748

80,639

79,642

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

(0.13

)

(0.24

)

(0.14

)

(0.38

)

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

(0.13

)

(0.24

)

(0.14

)

(0.38

)

(1) For the three and six months ended June 30, 2026 we accrued $2.1 million and $4.3 million, respectively, of net income attributable to non-controlling interest, representing the recurring cash compensation earned by non-controlling interest shareholders post-DPLTA. For the three and six months ended June 30, 2025 we accrued $2.4 million and $4.8 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 $0.6 million and $0.9 million effect of redemption of RNCI for the three and six months ended June 30, 2026. Loss per common share attributable to ADTRAN Holdings, Inc. - basic and diluted - reflects a $1.5 million effect of redemption of RNCI for the three and six months ended June 30, 2025.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

Six Months Ended

June 30,

2026

2025

Cash flows from operating activities:

Net loss

(7,774

)

(27,206

)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

50,478

44,990

Amortization of debt issuance cost

746

639

Amortization of convertible notes issuance costs

784

—

Gain on investments, net

(4,530

)

(1,506

)

Net loss on disposal of property, plant and equipment

Stock-based compensation expense

4,670

5,888

Deferred income taxes

(413

)

1,189

Inventory reserves

277

9,176

Changes in operating assets and liabilities:

Accounts receivable, net

1,758

25,754

Other receivables

(2,872

)

1,416

Income taxes receivable, net

2,733

(2,349

)

Inventory

3,422

29,594

Prepaid expenses, other current assets and other assets

426

6,095

Accounts payable

10,941

(6,242

)

Accrued expenses and other liabilities

(20,468

)

(11,305

)

Income taxes payable

(1,675

)

(816

)

Net cash provided by operating activities

38,585

75,341

Cash flows from investing activities:

Purchases of property, plant and equipment

(16,440

)

(12,084

)

Intangibles - internally developed technology

(16,737

)

(20,444

)

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

812

727

Purchases of available-for-sale investments

(141

)

(243

)

Payments for beneficial interests in securitized accounts receivable

(478

)

(49

)

Net cash used in investing activities

(32,984

)

(32,093

)

Cash flows from financing activities:

Tax withholdings related to stock-based compensation settlements

(1,604

)

(1,223

)

Proceeds from stock option exercises

6,612

1,163

Payments on financing agreement

(1,400

)

—

Redemption of redeemable non-controlling interest

(13,766

)

(19,363

)

Payment of annual recurring compensation to non-controlling interest

(8,881

)

—

Proceeds from draw on revolving credit agreements

—

24,000

Repayment of revolving credit agreements

—

(24,000

)

Payment of debt issuance cost

—

(64

)

Net cash used in financing activities

(19,039

)

(19,487

)

Net (decrease) increase in cash and cash equivalents

(13,438

)

23,761

Effect of exchange rate changes

(3,022

)

6,489

Cash and cash equivalents, beginning of period

95,696

76,021

Cash and cash equivalents, end of period

79,236

106,271

Supplemental disclosure of cash financing activities:

Cash paid for interest expense

5,016

8,049

Cash paid for income taxes, net

2,573

4,155

Cash used in operating activities related to operating leases

4,819

5,236

Supplemental disclosure of non-cash investing and financing activities:

Redemption of redeemable non-controlling interest

885

1,491

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

1,094

3,538

Purchases of property, plant and equipment included in accounts payable

436

1,450

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

Six Months Ended

June 30,

March 31,

June 30,

2026

2025

2026

2025

Total Revenue

281,146

286,086

265,068

567,232

512,812

Cost of Revenue

177,195

173,098

166,144

350,293

318,712

Acquisition-related expenses, amortizations and adjustments (1)

(9,949

)

(10,021

)

(10,599

)

(19,970

)

(20,430

)

Stock-based compensation expense

(181

)

(140

)

(222

)

(321

)

(489

)

Professional fees and other expenses (2)

(438

)

—

(438

)

—

Non-GAAP Cost of Revenue

166,627

162,937

155,323

329,564

297,793

Gross Profit

103,951

112,988

98,924

216,939

194,100

Non-GAAP Gross Profit

114,519

123,149

109,745

237,668

215,019

Gross Margin

37.0

39.5

37.3

38.2

37.9

Non-GAAP Gross Margin

40.7

43.0

41.4

41.9

(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) Included in cost of revenue on the condensed consolidated statements of loss. Includes $0.4 million in related employee exit costs.

Supplemental Information

Reconciliation of Operating Expenses to Non-GAAP Operating Expenses

(Unaudited)

(In thousands)

Three Months Ended

Six Months Ended

June 30,

March 31,

June 30,

2026

2025

2026

2025

Operating Expenses

114,022

106,613

112,242

220,635

211,386

Acquisition-related expenses, amortizations and adjustments (1)

(1,630

)

(2)

(1,641

)

(6)

(2,175

)

(9)

(3,271

)

(13)

(4,424

)

(16)

Stock-based compensation expense

(2,675

)

(3)

(1,679

)

(7)

(2,451

)

(10)

(4,354

)

(14)

(5,394

)

(17)

Restructuring expenses

—

284

(11)

—

284

(11)

Deferred compensation adjustments (4)

(5,494

)

(3,034

)

(5,483

)

(1,487

)

Professional fees and other expenses

(307

)

(5)

(30

)

(8)

(3,153

)

(12)

(337

)

(15)

(3,153

)

(18)

Non-GAAP Operating Expenses

103,916

103,274

101,713

207,190

197,212

(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) $2.0 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.

(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 and research and development expenses on the condensed consolidated statements of loss. Includes $0.1 million in one-time professional fees and business expenses, $1.6 million in related employee exit costs and offset by a $1.4 million reversal of a provision in connection with a 401(k) plan corrective action which the Company received a compliance statement from the IRS approving a retroactive amendment to correct the matter.

(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 $0.2 million is included in research and development expenses on the condensed consolidated statements of loss.

(7) $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.

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

(9) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $1.7 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 acquired in connection with business combinations.

(10) $1.8 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.

(11) Includes true-up of expenses for a Business Efficiency Program designed to optimize the assets and business processes following the business combination with Adtran Networks. Other than the Company's aim of selling buildings of its headquarters, the Business Efficiency Program was completed as of December 31, 2024.

(12) $3.2 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 related employee exit costs, fees relating to other one-time professional fees and business expenses.

(13) $2.9 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.

(14) $3.2 million is included in selling, general and administrative expenses and $1.2 million is included in research and development expenses on the condensed consolidated statements of loss.

(15) Included in selling, general and administrative and research and development expenses on the condensed consolidated statements of loss. Includes $0.1 million in one-time professional fees and business expenses, $1.6 million in related employee exit costs and offset by a $1.4 million reversal of a provision in connection with a 401(k) plan corrective action which the Company received a compliance statement from the IRS approving a retroactive amendment to correct the matter.

(16) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $3.5 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.

(17) $3.8 million is included in selling, general and administrative expenses and $1.6 million is included in research and development expenses on the condensed consolidated statements of loss.

(18) $3.2 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 related employee exit costs, fees relating to other one-time professional fees and business expenses.

Supplemental Information

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

and Non-GAAP Operating Margin

(Unaudited)

(In thousands)

Three Months Ended

Six Months Ended

June 30,

March 31,

June 30,

2026

2025

2026

2025

Total Revenue

281,146

286,086

265,068

567,232

512,812

Operating (Loss) Income

(10,071

)

6,375

(13,318

)

(3,696

)

(17,286

)

Acquisition related expenses, amortizations and adjustments (1)

11,579

11,662

12,774

23,241

24,854

Stock-based compensation expense

2,856

1,819

2,673

4,675

5,883

Restructuring expenses

—

(284

)

—

(284

)

Deferred compensation adjustments (2)

5,494

(11

)

3,034

5,483

1,487

Professional fees and other expenses

745

(3)

(4)

3,153

(5)

775

(3)

3,153

(5)

Non-GAAP Operating Income

10,603

19,875

8,032

30,478

17,807

Operating Margin

-3.6

2.2

-5.0

-0.7

-3.4

Non-GAAP Operating Margin

3.8

6.9

3.0

5.4

3.5

(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) Included in cost of revenue, selling, general and administrative and research and development expenses on the condensed consolidated statements of loss. Includes $0.1 million in one-time professional fees and business expenses, $2.0 million in related employee exit costs and offset by a $1.4 million reversal of a provision in connection with a 401(k) plan corrective action which the Company received a compliance statement from the IRS approving a retroactive amendment to correct the matter.

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

(5) Included in selling, general and administrative expenses on the condensed consolidated statements of loss. Includes professional fees related to an internal investigation and related employee exit costs, fees relating to other one-time professional fees and business expenses.

Supplemental Information

Reconciliation of Other Income (Expense) to Non-GAAP Other Expense

(Unaudited)

(In thousands)

Three Months Ended

Six Months Ended

June 30,

March 31,

June 30,

2026

2025

2026

2025

Interest and dividend income

397

300

201

697

327

Interest expense

(4,234

)

(4,241

)

(4,564

)

(8,475

)

(9,325

)

Net investment gain (loss)

5,274

(850

)

3,075

4,424

1,389

Other income (expense), net

718

1,263

(2,636

)

1,981

(1,692

)

Total Other Income (Expense)

2,155

(3,528

)

(3,924

)

(1,373

)

(9,301

)

Deferred compensation adjustments (1)

(5,154

)

1,012

(2,968

)

(4,142

)

(1,319

)

Pension expense (2)

(20

)

(20

)

(40

)

Non-GAAP Other Expense

(3,019

)

(2,536

)

(6,881

)

(5,555

)

(10,598

)

(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 (Loss) Income 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 (Loss) attributable to ADTRAN Holdings, Inc. and

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

(Unaudited)

(In thousands, except per share amounts)

Three Months Ended

Six Months Ended

June 30,

March 31,

June 30,

2026

2025

2026

2025

Net Loss attributable to ADTRAN Holdings, Inc. common stockholders

(10,321

)

(1,020

)

(19,037

)

(11,341

)

(30,307

)

Effect of redemption of RNCI (1)

(584

)

(301

)

(1,494

)

(885

)

(1,491

)

Net Loss attributable to ADTRAN Holdings, Inc.

(10,905

)

(1,321

)

(20,531

)

(12,226

)

(31,798

)

Net Income attributable to non-controlling interest (2)

2,201

2,251

2,273

4,452

4,592

Net (Loss) Income inclusive of non-controlling interest

(8,704

)

930

(18,258

)

(7,774

)

(27,206

)

Acquisition related expenses, amortizations and adjustments (3)

11,579

11,662

12,774

23,241

24,854

Stock-based compensation expense

2,856

1,819

2,673

4,675

5,883

Deferred compensation adjustments (4)

340

1,001

1,341

168

Pension adjustments (5)

(20

)

(20

)

(40

)

Restructuring expenses(6)

—

(284

)

—

(284

)

Professional fees and other expenses

745

(7)

(8)

3,153

(9)

775

(7)

3,153

(9)

Tax effect of adjustments to net loss

(1,765

)

(2,509

)

388

(4,274

)

(1,592

)

Non-GAAP Net Income inclusive of non-controlling interest

5,031

12,913

523

17,944

4,998

Net Income attributable to non-controlling interest (2)

2,201

2,251

2,273

4,452

4,592

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

2,830

10,662

(1,750

)

13,492

406

Effect of redemption of RNCI (1)

584

301

1,494

885

1,491

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

3,414

10,963

(256

)

14,377

1,897

Weighted average shares outstanding – basic

80,948

80,321

79,748

80,639

79,642

Weighted average shares outstanding – diluted

80,948

80,321

79,748

80,639

79,642

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

(0.13

)

(0.01

)

(0.24

)

(0.14

)

(0.38

)

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

(0.13

)

(0.01

)

(0.24

)

(0.14

)

(0.38

)

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

0.04

0.14

(0.00

)

0.18

0.02

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

0.04

0.14

(0.00

)

0.18

0.02

(1) Loss per common share attributable to ADTRAN Holdings, Inc. - basic and diluted - reflects a $0.6 million and $0.9 million effect of redemption of RNCI for the three and six months ended June 30, 2026. Loss per common share attributable to ADTRAN Holdings, Inc. - basic and diluted - reflects a $1.5 million effect of redemption of RNCI for the three and six months ended June 30, 2025. Loss per common share attributable to ADTRAN Holdings, Inc. - basic and diluted - reflects a $0.3 million effect of redemption of RNCI for the three months ended March 31, 2026.

(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 reduced previously accrued cost for the Company's Business Efficiency Program, which was designed to optimize the assets and business processes following the business combination with Adtran Networks. The Business Efficiency Program was completed as of December 31, 2024.

(7) Included in cost of revenue, selling, general and administrative and research and development expenses on the condensed consolidated statements of loss. Includes $0.1 million in one-time professional fees and business expenses, $2.0 million in related employee exit costs and offset by a $1.4 million reversal of a provision in connection with a 401(k) plan corrective action which the Company received a compliance statement from the IRS approving a retroactive amendment to correct the matter.

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

(9) $3.2 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 related employee exit costs, 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

Six Months Ended

June 30,

March 31,

June 30,

2026

2025

2026

2025

Net cash provided by operating activities

25,915

12,670

32,160

38,585

75,341

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

(17,237

)

(15,940

)

(13,833

)

(33,177

)

(32,528

)

Free cash flow (Non-GAAP)

8,678

(3,270

)

18,327

5,408

42,813

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

EX-99.2

Filename: adtn-ex99_2.htm · Sequence: 3

Adtran Holdings August 4, 2026 Nasdaq: ADTN Q2 2026 financial results

Financial results Q2 26

Statements and graphics contained in this investor presentation which are not historical facts, such as those relating to market trends, future global optical demand, future demand across end markets, future demand driver growth (including with respect to expected engagements with pluggable optics, expansion of fiber networks, high-risk vendor replacement, demand for secure critical networks, and hyperscale demand for data center interconnect and next-generation connectivity), future gross margin percentage due to changing customer and product mix, future investment and other focus areas and cost-out actions, 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; IMPORTANT INFORMATION Cautionary note regarding forward-looking statements (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, our Form 10-Q for the quarterly period ended March 31, 2026, and our Form 10-Q for the quarterly period ended June 30, 2026 to be filed with the SEC.

Q2 2026 · CEO COMMENTARY Key messages 1 Global optical demand remains strong Driven by increasing transport capacity requirements and AI infrastructure investment. 2 Expanding engagements with pluggable optics Growing list of engagements with hyperscalers on both MicroMux Quattro and LiteWave 800 3 Second-quarter revenue reflects single project shift A single customer adjusted project timing — this is a timing adjustment, not a change in demand. 4 GM% impacted by customer and product mix Customer and product mix were headwinds on margins. 5 Refinancing strengthens the balance sheet Preserves capacity, reduces borrowing costs and extends maturity OPERATING TARGET We remain committed to our 10% non-GAAP operating margin target.

Q2 2026 · EXTERNAL REPORTING SEGMENTATION Category view Optical networking solutions +22% YoY +13% Q-o-Q $109.7M revenue in Q2'26 Growth is strong across all regions Demand driven by network modernization, AI infrastructure and vendor replacement in Europe Access and aggregation solutions -5% YoY -4% Q-o-Q $86.9M revenue in Q2'26 Revenue impacted by shift in timing of project by one key customer First-half category revenues +4% Subscriber solutions +1% YoY -14% Q-o-Q $84.5M revenue in Q2'26 US residential solutions down in Q2 after strong Q1 Continued demand for multi-Gig residential and business services US down Q-o-Q after strong Q1 but up YoY

Q2 2026 · REVENUE BY CUSTOMER TYPE Customer mix Diversification beyond the carrier base Enterprise/ICP grew 47% year over year and now represents 25.4% of revenue, up from 18.3% a year ago. Growth driven by data center interconnect with hyperscalers and secure networking for large enterprise and government customers. A stable service provider base Regional SP is up 3% year over year, and Large SP grew 8% sequentially. Sequential gains with Large SPs driven by growth in optical in the US and Europe. Revenue by customer type in millions $265.1M $48.6M $104.0M $112.5M Q2'25 $281.1M $71.3M $94.5M $115.4M Q2'26 Enterprise / ICP Large SP Small/Medium SP

Q2 2026 · PROFITABILITY Non-GAAP gross margin Quarterly result Product and customer mix negatively impacted non-GAAP gross margins during the quarter. Looking ahead Long-term target margin of 42-43% remains intact Non-GAAP gross margin percent of revenue 41.4% Q2'25 40.7% Q2'26 Year over year -70 bps Non-GAAP gross margin is calculated as non-GAAP gross profit divided by revenue. Reconciliation to GAAP in the appendix.

Q2 2026 · PROFITABILITY Non-GAAP operating income What moved the quarter Increased year-over-year operating income with increased scale. Sequential decline due to product and customer mix. Investing in high-growth opportunities Maintaining opex discipline while increasing investment in next-generation optical, including pluggable optics solutions, alongside increased investments in software led by our AI application suite. Non-GAAP operating income in millions, with non GAAP operating margin $8.0M 3.0% of revenue Q2'25 $10.6M 3.8% of revenue Q2'26 Year over year +$2.6M and +74 bps Non-GAAP operating income is calculated as GAAP operating income, as adjusted for specific items. Non-GAAP operating margin is calculated as non-GAAP operating income divided by revenue. Reconciliation to GAAP in the appendix.

Q2 2026 · PROFITABILITY Non-GAAP earnings per share Non-GAAP earnings per share Non-GAAP EPS of $0.04 compares with ($0.00) a year ago, earned on increased revenue compared to a year ago. Non-GAAP earnings per share diluted, in dollars ($0.00) Q2'25 $0.04 Q2'26 Year over year +$0.04 Reconciliation to GAAP is in the appendix.

Q2 2026 · financials Balance sheet and cash flow $227M $253M $245M Q2 25 Q1 26 Q2 26 Net working capital Lower by $9M sequentially and up $19M year over year, driven by timing of receivables and lower inventory. $106M $88M $79M Q2 25 Q1 26 Q2 26 Cash End-of-quarter cash remained strong at $79M, providing ample liquidity to support operations. $18M -$3M $9M Q2 25 Q1 26 Q2 26 Non-GAAP free cash flow Positive $9M in the quarter, a $12M sequential improvement on the timing of cash receipts and lower inventory purchases. DSO DPO Q2 25 Q3 25 Q4 25 Q1 26 Q2 26 Cash conversion metrics DSO closed the quarter at 67 days and DPO at 65 days — receivables and payables remain closely aligned, keeping working capital broadly neutral. Non-GAAP free cash flow is operating cash flow less purchases of property, plant and equipment and developed technologies. Net working capital = trade accounts receivable + inventories – trade accounts payable. DPO = average A/P ÷ (COGS ÷ days in quarter). DSO = A/R, net ÷ (revenue ÷ days in quarter). A reconciliation of non-GAAP free cash flow to the most comparable GAAP measure is included in the appendix.

Q2 2026 · financing Credit facility refinancing Improved terms from premier financing partners demonstrate long-term confidence in the Adtran model. CAPACITY $350 million Replaces the prior facility with full capacity preserved PRICING ~200 bps lower Directly reduces our cost of borrowing. MATURITY Extended to 2031 Extends maturity from 2027 to 2031

business outlook Q3 2026 outlook 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 that may occur during the period due to the difficulty of predicting the timing and amounts of various items within a reasonable range. REVENUE $275.0M – $295.0M NON-GAAP OPERATING MARGIN +1.5% – +5.5%

Business focus areas

BUSINESS MODEL Factors expected to drive long-term growth Expansion of fiber networks Ongoing fiber investment to homes, businesses and critical infrastructure — plus multi-Gig Wi-Fi upgrades in the home. High-risk vendor replacement The shift away from high-risk vendors is accelerating — Adtran is the leading alternative in optical transport and fiber access. Securing critical networks Governments, utilities and enterprises are securing their optical networks — a space where Adtran is a specialist with top-tier customers. AI / cloud infrastructure Surging AI infrastructure is driving higher-capacity for data center interconnect, intra-DC connectivity and wholesale cloud services— well-suited to Adtran's optical portfolio.

ADTRAN PORTFOLIO Complete portfolio from the core to the customer premises SUBSCRIBER SOLUTIONS Residential/SMB ONTs, Wi-Fi and cloud management · Business IP/Ethernet CPE and cloud-managed routers OPTICAL NETWORKING Pluggable coherent optics · Open line systems · Client optics · Optical terminals · Infrastructure monitoring · Intra-DC connectivity ACCESS & 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 markets: service providers, cloud providers, enterprise and government

One portfolio, from the core to the premises — expanding from service to provider to high-growth adjacent markets. 1 Core-to-prem fiber networks powered by AI intelligence Optical transport, fiber access and subscriber solutions under one software layer — with AI-driven operations turning network data into automated action. 2 Enabling distributed AI at scale Pluggable coherent optics and data center interconnect that carry AI workloads across scale-up, scale-out and scale-across — and out to the edge. Primary growth driven by hyperscalers and large internet content providers. 3 Securing critical infrastructure Quantum-safe encryption, fiber sensing and resilient timing for the networks that utilities, government and enterprises depend on. 18 © 2026 Adtran Business focus areas Three focus areas drive our growth

NETWORK ARCHITECTURE From the core to the customer premises

Cloud and ai infrastructure solutions Solutions that enable distributed AI at scale Cloud interconnect – scale across front-end network DC sync Cloud interconnect – DCI Inter-rack: back end scale out LiteWave800 IP OLS AI back-end network Intra-rack: scale up OSA IP OLS AI Ensemble Agentic AI workloads customer premises or network edge Network to cloud interconnect 4x100G LR4 to 400G for cloud handoff MicroMux AI

Quantum-safe networking solutions SECURING CRITICAL INFRASTRUCTURE 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 Quantum-safe networking solutions for enterprise, government and critical infrastructure.

Appendix Non-GAAP reconciliations

27 © 2026 Adtran APPENDIX · 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 (loss) income, operating margin, other income (expense), net (loss) income 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 (loss) attributable to the Company, non-GAAP net earnings (loss) 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, professional fees and other expenses, restructuring expenses, deferred compensation adjustments, 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 third 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

28 © 2026 Adtran APPENDIX · NON-GAAP RECONCILIATIONS Reconciliation of non-GAAP cost of revenue, gross profit and gross margin in $ thousands June 30, 2026 March 31, 2026 June 30, 2025 Total Revenue 281,146 286,086 265,068 Cost of Revenue 177,195 173,098 166,144 Acquisition-related expenses, amortizations and adjustments (1) (9,949) (10,021) (10,599) Stock-based compensation expense (181) (140) (222) Professional fees and other expenses (2) (438) - - Non-GAAP Cost of Revenue 166,627 162,937 155,323 Gross Profit 103,951 112,988 98,924 Non-GAAP Gross Profit 114,519 123,149 109,745 Gross Margin 37.0% 39.5% 37.3% Non-GAAP Gross Margin 40.7% 43.0% 41.4% Three Months Ended (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) Included in cost of revenue on the condensed consolidated statements of loss. Includes $0.4 million in related employee exit costs.

29 © 2026 Adtran APPENDIX · NON-GAAP RECONCILIATIONS Reconciliation of non-GAAP operating expenses in $ thousands Operating Expenses 114,022 106,613 112,242 Acquisition-related expenses, amortizations and adjustments (1) (1,630) (2) (1,641) (6) (2,175) (9) Stock-based compensation expense (2,675) (3) (1,679) (7) (2,451) (10) Restructuring expense - 284 (11) Deferred compensation adjustments (4) (5,494) 11 (3,034) Professional fees and other expenses (307) (5) (30) (8) 3,153 (12) Non-GAAP Operating Expenses 103,916 103,274 101,713 June 30, 2026 March 31, 2026 June 30, 2025 Three Months Ended (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) $2.0 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. (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. -

29 © 2026 Adtran APPENDIX · NON-GAAP RECONCILIATIONS Reconciliation of non-GAAP operating expenses (5) Included in selling, general and administrative and research and development expenses on the condensed consolidated statements of loss. Includes $0.1 million in one-time professional fees and business expenses, $1.6 million in related employee exit costs and offset by a $1.4 million reversal of a provision in connection with a 401(k) plan corrective action which the Company received a compliance statement from the IRS approving a retroactive amendment to correct the matter. (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 $0.2 million is included in research and development expenses on the condensed consolidated statements of loss. (7) $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. (8) Included in selling, general and administrative expenses on the condensed consolidated statements of loss. Includes one-time professional fees and business expenses. (9) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $1.7 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 acquired in connection with business combinations. (10) $1.8 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. (11) Includes true-up of expenses for a Business Efficiency Program designed to optimize the assets and business processes following the business combination with Adtran Networks. Other than the Company's aim of selling buildings of its headquarters, the Business Efficiency Program was completed as of December 31, 2024. (12) $3.2 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 related employee exit costs, fees relating to other one-time professional fees and business expenses.

32 © 2026 Adtran APPENDIX · NON-GAAP RECONCILIATIONS Reconciliation of non-GAAP operating (loss) income and operating margin in $ thousands June 30, 2026 March 31, 2026 June 30, 2025 Total Revenue 281,146 286,086 265,068 Operating (Loss) Income (10,071) 6,375 (13,318) Acquisition related expenses, amortizations and adjustments (1) 11,579 11,662 12,774 Stock-based compensation expense 2,856 1,819 2,673 Restructuring expense - - (284) Deferred compensation adjustments (2) 5,494 (11) 3,034 Professional fees and other expenses 745 (3) 30 (4) 3,153 (5) Non-GAAP Operating Income 10,603 19,875 8,032 Operating Margin -3.6% 2.2% -5.0% Non-GAAP Operating Margin 3.8% 6.9% 3.0% Three Months Ended (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) Included in cost of revenue, selling, general and administrative and research and development expenses on the condensed consolidated statements of loss. Includes $0.1 million in one-time professional fees and business expenses, $2.0 million in related employee exit costs and offset by a $1.4 million reversal of a provision in connection with a 401(k) plan corrective action which the Company received a compliance statement from the IRS approving a retroactive amendment to correct the matter. (4) Included in selling, general and administrative expenses on the condensed consolidated statements of loss. Includes one-time professional fees and business expenses. (5) Included in selling, general and administrative expenses on the condensed consolidated statements of loss. Includes professional fees related to an internal investigation and related employee exit costs, fees relating to other one-time professional fees and business expenses.

33 © 2026 Adtran APPENDIX · NON-GAAP RECONCILIATIONS Reconciliation of non-GAAP other income (expense) in $ thousands June 30, 2026 March 31, 2026 June 30, 2025 Interest and dividend income 397 300 201 Interest expense (4,234) (4,241) (4,564) Net investment gain (loss) 5,274 (850) 3,075 Other income (expense) , net 718 1,263 (2,636) Total Other Income (Expense) 2,155 (3,528) (3,924) Deferred compensation adjustments (1) (5,154) 1,012 (2,968) Pension expense (2) (20) (20) 11 Non-GAAP Other Expense (3,019) (2,536) (6,881) Three Months Ended (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.

34 © 2026 Adtran APPENDIX · NON-GAAP RECONCILIATIONS Reconciliation of non-GAAP net (loss) income in $ thousands (except per share amounts) Net Loss attributable to ADTRAN Holdings, Inc. Common shareholders (10,321) (1,020) (19,037) Effect of redemption of RNCI (1) (584) (301) (1,494) Net Loss attributable to ADTRAN Holdings, Inc. (10,905) (1,321) (20,531) Plus: Net Income attributable to non-controlling interest (2) 2,201 2,251 2,273 Net (Loss) Income inclusive of non-controlling interest (8,704) 930 (18,258) Acquisition related expenses, amortizations and adjustments (3) 11,579 11,662 12,774 Stock-based compensation expense 2,856 1,819 2,673 Deferred compensation adjustments (4) 340 1,001 66 Pension adjustments (5) (20) (20) 11 Restructuring expense (6) - (284) Professional fees and other expenses 745 (7) 30 (8) 3,153 (9) Tax effect of adjustments to net loss (1,765) (2,509) 388 Non-GAAP Net Income inclusive of non-controlling interest 5,031 12,913 523 Net Income attributable to non-controlling interest (2) 2,201 2,251 2,273 Non-GAAP Net Income (Loss) attributable to ADTRAN Holdings, Inc. 2,830 10,662 (1,750) Effect of redemption of RNCI (1) 584 301 1,494 Non-GAAP Net Income (Loss) attributable to ADTRAN Holdings, Inc. Common shareholders 3,414 10,963 (256) Weighted average shares outstanding – basic 80,948 80,321 79,748 Weighted average shares outstanding – diluted 80,948 80,321 79,748 Loss per common share attributable to ADTRAN Holdings, Inc. – basic (0.13) (0.01) (0.24) Loss per common share attributable to ADTRAN Holdings, Inc. – diluted (0.13) (0.01) (0.24) Non-GAAP Earnings (Loss) per common share attributable to ADTRAN – basic 0.04 0.14 (0.00) Non-GAAP Earnings (Loss) per common share attributable to ADTRAN – diluted 0.04 0.14 (0.00) June 30, 2026 March 31, 2026 June 30, 2025 Three Months Ended -

35 © 2026 Adtran APPENDIX · NON-GAAP RECONCILIATIONS Reconciliation of non-GAAP net (loss) income — footnotes (1) Loss per common share attributable to ADTRAN Holdings, Inc. - basic and diluted - reflects a $0.6 million and $0.9 million effect of redemption of RNCI for the three and six months ended June 30, 2026. Loss per common share attributable to ADTRAN Holdings, Inc. - basic and diluted - reflects a $1.5 million effect of redemption of RNCI for the three and six months ended June 30, 2025. Loss per common share attributable to ADTRAN Holdings, Inc. - basic and diluted - reflects a $0.3 million effect of redemption of RNCI for the three months ended March 31, 2026. (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 reduced previously accrued cost for the Company's Business Efficiency Program, which was designed to optimize the assets and business processes following the business combination with Adtran Networks. The Business Efficiency Program was completed as of December 31, 2024. (7) Included in cost of revenue, selling, general and administrative and research and development expenses on the condensed consolidated statements of loss. Includes $0.1 million in one-time professional fees and business expenses, $2.0 million in related employee exit costs and offset by a $1.4 million reversal of a provision in connection with a 401(k) plan corrective action which the Company received a compliance statement from the IRS approving a retroactive amendment to correct the matter. (8) Included in selling, general and administrative expenses on the condensed consolidated statements of loss. Includes one-time professional fees and business expenses. (9) $3.2 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 related employee exit costs, fees relating to other one-time professional fees and business expenses

37 © 2026 Adtran APPENDIX · NON-GAAP RECONCILIATIONS Reconciliation of non-GAAP net cash provided by operating activities in $ thousands June 30, 2026 March 31, 2026 June 30, 2025 Net Cash provided by operating activities 25,915 12,670 32,160 Purchases of property, plant and equipment and developed technologies (1) (17,237) (15,940) (13,833) Free cash flow (Non-GAAP) 8,678 (3,270) 18,327 Three Months Ended Purchases related to capital expenditures and developed technologies.

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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