EQS-News: ADTRAN Holdings, Inc. reports fourth quarter and full year 2025 financial results 

Source: EQS

EQS-News: Adtran Holdings, Inc. / Key word(s): Quarter Results
ADTRAN Holdings, Inc. reports fourth quarter and full year 2025 financial results 

26.02.2026 / 05:00 CET/CEST
The issuer is solely responsible for the content of this announcement.


ADTRAN Holdings, Inc. reports fourth quarter and full year 2025 financial results 

Huntsville, Alabama, USA. — Feb. 25, 2026ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” “ADTRAN” or the “Company”) today announced its unaudited financial results for the fourth quarter ended December 31, 2025.

  • Revenue: $291.6 million, up 20.1% year-over-year.
  • GAAP gross margin of 39.0%; Non-GAAP gross margin of 42.5%; up 213 and 122 basis points year-over-year, respectively.
  • Operating margin: GAAP operating margin of 1.5%; non-GAAP operating margin of 6.4%.
  • Net cash provided by operating activities of $42.2 million.
  • GAAP diluted loss per share of $0.02; non-GAAP diluted earnings per share of $0.16.
  • Cash and cash equivalents of $95.7 million.

ADTRAN Holdings Chairman and Chief Executive Officer Tom Stanton stated, “We delivered a strong fourth quarter, with revenue above our outlook and growth across all three revenue categories. Performance reflected solid execution and sustained fiber investment across our core markets.”

Mr. Stanton added, “As we look at 2026, we see solid momentum with cloud and enterprise customers, strong broadband activity in the US and increasing high-risk vendor replacement initiatives in Europe. Our priorities remain focused on expanding operating margin, cash generation, and converting the customer opportunities we are seeing across our portfolio.”

Business outlook1

For the first 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 4.0% to 8.0%.

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 first 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, amortizations and adjustments, stock-based compensation expense, restructuring expenses, integration expenses, deferred compensation adjustments, professional fees and other expenses, and goodwill impairment, 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 fourth quarter and full year 2025 results on Thursday, February 26, 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/203363753 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

March 10, 2026: Stifel 2026 One-on-One ConferenceNew 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 contained in this press release and the accompanying earnings call which are not historical facts, such as those relating to future market conditions, future priorities, customer demand, (including with respect to future fiber investments, upgrade activity in the U.S. and Europe, and future customer opportunities), 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 necessarily 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 posed by potential breaches of information systems and cyber-attacks; (viii) the risk that we may not be able to effectively compete, including through product improvements and development; and (ix) 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, 2024, as amended, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025, and September 30, 2025, and our Annual Reporting on Form 10-K for the year ended December 31, 2025 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 gross profit, gross margin, operating expenses, operating income (loss), operating margin, other expense, net 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 gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income (loss), non-GAAP operating margin, non-GAAP other expense, non-GAAP net income (loss) 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, amortization and adjustments (consisting of intangible amortization of backlog, inventory fair value adjustments, developed technology, customer relationships, and trade names acquired in connection with business combinations), stock-based compensation expense, restructuring expenses, integration expenses, deferred compensation adjustments, goodwill impairments, 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. Additionally, 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

Peter Schuman, IRC

+1 256 963 6305

investor.relations@adtran.com

 

 

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

 

ASSETS   December 31,
2025
    December 31,
2024
   
Current Assets              
Cash and cash equivalents   $ 95,696     $ 76,021    
Accounts receivable, net     210,687       178,030    
Other receivables     7,046       9,775    
Inventory, net     215,736       261,557    
Income tax receivable     3,667       5,461    
Prepaid expenses and other current assets     55,317       56,395    
Short-term investments - deferred compensation     35,174          
Assets held for sale     11,901       11,901    
Total Current Assets     635,224       599,140    
Property, plant and equipment, net     124,384       106,454    
Goodwill     59,983       52,918    
Intangibles, net     294,047       284,893    
Deferred tax assets     16,481       17,826    
Other non-current assets     73,352       78,128    
Long-term investments     1,022       32,060    
Total Assets   $ 1,204,493     $ 1,171,419    
LIABILITIES AND EQUITY              
Current Liabilities              
Accounts payable   $ 167,337     $ 171,825    
Unearned revenue     87,541       52,701    
Accrued expenses and other liabilities     33,690       34,158    
Accrued wages and benefits     32,203       32,853    
Deferred compensation liability     37,447          
Income tax payable     3,642       1,936    
Total Current Liabilities     361,860       293,473    
Non-current revolving credit agreement outstanding     25,000       189,576    
Non-current convertible senior notes, net of debt issuance costs     193,038          
Deferred tax liabilities     27,453       30,372    
Non-current unearned revenue     27,143       22,065    
Non-current pension liability     6,277       8,983    
Non-current deferred compensation liability           33,203    
Non-current lease obligations     27,000       25,925    
Other non-current liabilities     17,564       17,928    
Total Liabilities     685,335       621,525    
Redeemable Non-Controlling Interest     373,328       422,943    
Equity              
Common stock     802       795    
Additional paid-in capital     801,269       808,913    
Accumulated other comprehensive income     78,877       11,254    
Retained deficit     (730,010 )     (688,813 )  
Treasury stock     (5,108 )     (5,198 )  
Total Equity     145,830       126,951    
Total Liabilities and Equity   $ 1,204,493     $ 1,171,419    


 

Condensed Consolidated Statements of Loss

(Unaudited)

(In thousands, except per share amounts)

 

    Three Months Ended     Twelve Months Ended  
    December 31,     December 31,  
    2025     2024     2025     2024  
Revenue                        
Network Solutions   $ 242,653     $ 197,009     $ 896,911     $ 738,964  
Services & Support     48,907       45,843       186,896       183,756  
Total Revenue     291,560       242,852       1,083,807       922,720  
Cost of Revenue                        
Network Solutions     157,472       135,861       592,141       517,220  
Network Solutions - charges and inventory write-down                       8,597  
Services & Support     20,359       17,435       76,711       72,739  
Total Cost of Revenue     177,831       153,296       668,852       598,556  
Gross Profit     113,729       89,556       414,955       324,164  
Selling, general and administrative expenses     57,409       57,013       226,275       232,918  
Research and development expenses     51,842       49,314       204,276       221,458  
Goodwill impairment                       297,353  
Operating Income (Loss)     4,478       (16,771 )     (15,596 )     (427,565 )
Interest and dividend income     1,703       1,631       2,321       3,058  
Interest expense     (4,520 )     (4,870 )     (19,344 )     (22,053 )
Net investment (loss) gain     (574 )     (920 )     3,001       3,587  
Other income (expense), net     805       687       (1,632 )     246  
Income (Loss) Before Income Taxes     1,892       (20,243 )     (31,250 )     (442,727 )
Income tax expense     (3,172 )     (23,461 )     (4,993 )     (7,340 )
Net Loss   $ (1,280 )   $ (43,704 )   $ (36,243 )   $ (450,067 )
Net Income attributable to non-controlling interest (1)     2,316       2,407       9,413       9,824  
Net Loss attributable to ADTRAN Holdings, Inc.   $ (3,596 )   $ (46,111 )   $ (45,656 )   $ (459,891 )
                         
Weighted average shares outstanding – basic     79,877       79,091       79,742       78,928  
Weighted average shares outstanding – diluted     79,877       79,091       79,742       78,928  
                         
Loss per common share attributable to ADTRAN Holdings, Inc. – basic   $ (0.02 ) (2) $ (0.58 )   $ (0.52 ) (1) $ (5.79 )
Loss per common share attributable to ADTRAN Holdings, Inc. – diluted   $ (0.02 ) (2) $ (0.58 )   $ (0.52 ) (1) $ (5.79 )

 

(1) For the three and twelve months ended December 31, 2025 we accrued $2.3 million and $9.3 million, respectively, net income attributable to non-controlling interest, representing the recurring cash compensation earned by non-controlling interest shareholders post-DPLTA. For the three and twelve months ended December 31, 2024, we accrued $2.4 million and $9.8 million, respectively, 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 $2.1 million and $4.1 million effect of redemption of RNCI for the three and twelve months ended December 31, 2025 and $0 and $3.0 million effect of redemption of RNCI for the three and twelve months ended December 31, 2024.

 

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

    Twelve Months Ended
December 31,
 
    2025     2024  
Cash flows from operating activities:            
Net Loss   $ (36,243 )   $ (450,067 )
Adjustments to reconcile net loss to net cash used in operating activities:            
Depreciation and amortization     92,546       90,529  
Goodwill impairment           297,353  
Amortization of revolving credit facility issuance costs     1,351       3,950  
Amortization of convertible notes issuance costs     441        
Gain on investments     (4,740 )     (5,030 )
Net loss on disposal of property, plant and equipment     228       1,371  
Stock-based compensation expense     10,062       15,988  
Deferred income taxes     (3,847 )     5,576  
Inventory write down - business efficiency program           4,135  
Inventory reserves     (2,541 )     5,316  
Change in operating assets and liabilities:            
Accounts receivable, net     (18,301 )     46,108  
Other receivables     5,767       10,713  
Income taxes receivable     2,034       648  
Inventory     64,494       79,985  
Prepaid expenses other current assets and other assets     19,223       (13,445 )
Accounts payable     17,982       10,238  
Accrued expenses and other liabilities     (17,967 )     4,873  
Income taxes payable     (722 )     (4,670 )
Net cash provided by operating activities     129,767       103,571  
Cash flows from investing activities:            
Purchases of property, plant and equipment     (31,737 )     (34,501 )
Purchases of intangibles - developed technology     (37,528 )     (30,671 )
Proceeds from sales and maturities of available-for-sale investments     1,019       1,240  
Purchases of available-for-sale investments     (383 )     (268 )
Payments for beneficial interests in securitized accounts receivable     (539 )     (55 )
Net cash used in investing activities     (69,168 )     (64,255 )
Cash flows from financing activities:            
Tax withholdings related to stock-based compensation settlements     (1,478 )     (1,143 )
Proceeds from stock option exercises     1,829       824  
Proceeds from receivables purchase agreement           68,556  
Repayments on receivables purchase agreement           (83,772 )
Proceeds from draw on revolving credit agreements     49,000       26,000  
Repayment of revolving credit agreements     (214,000 )     (31,000 )
Redemption of redeemable non-controlling interest     (46,575 )     (17,398 )
Payment of annual recurring compensation to non-controlling interest     (10,053 )     (10,084 )
Payment of debt issuance cost     (9,003 )     (1,994 )
Proceeds from issuance of senior convertible notes     201,250        
Payments for capped call transactions related to convertible senior notes     (17,650 )      
Net cash used in financing activities     (46,680 )     (50,011 )
Net increase (decrease) in cash and cash equivalents     13,919       (10,695 )
Effect of exchange rate changes     5,756       (451 )
Cash and cash equivalents, beginning of year     76,021       87,167  
Cash and cash equivalents, end of year   $ 95,696     $ 76,021  
             
Supplemental disclosure of cash financing activities:            
Cash paid for interest   $ 13,273     $ 20,884  
Cash used in operating activities related to operating leases   $ 10,216     $ 9,274  
Supplemental disclosure of non-cash investing activities and financing activities:            
Right-of-use assets obtained in exchange for lease obligations   $ 6,432     $ 5,317  
Purchases of property, plant and equipment included in accounts payable   $ 3,716     $ 2,635  
Purchases of property, plant and equipment included in other non-current liabilities   $ 5,119     $  
Redemption of redeemable non-controlling interest   $ 4,085     $ 2,986  

 

 

Supplemental Information

Reconciliation of Gross Profit and Gross Margin to

Non-GAAP Gross Profit and Non-GAAP Gross Margin

(Unaudited)

(In thousands)

 

    Three Months Ended       Twelve Months Ended  
    December 31, 2025     September 30, 2025     December 31, 2024       December 31, 2025     December 31, 2024  
Total Revenue   $ 291,560     $ 279,435     $ 242,852       $ 1,083,807     $ 922,720  
                                 
Cost of Revenue   $ 177,831     $ 172,309     $ 153,296       $ 668,852     $ 598,556  
Acquisition-related expenses, amortization and adjustments (1)     (9,964 )     (10,140 )     (9,980 )       (40,534 )     (40,497 )
Stock-based compensation expense     (232 )     (265 )     (317 )       (986 )     (1,142 )
Restructuring expenses (2)                 (538 )             (14,580 )
Integration expenses (3)                 123               19  
Non-GAAP Cost of Revenue   $ 167,635     $ 161,904     $ 142,584       $ 627,332     $ 542,356  
                                 
Gross Profit   $ 113,729     $ 107,126     $ 89,556       $ 414,955     $ 324,164  
Non-GAAP Gross Profit   $ 123,925     $ 117,531     $ 100,268       $ 456,475     $ 380,364  
                                 
Gross Margin     39.0 %     38.3 %     36.9 %       38.3 %     35.1 %
Non-GAAP Gross Margin     42.5 %     42.1 %     41.3 %       42.1 %     41.2 %

 

(1) Includes intangible amortization of backlog, inventory fair value adjustments, 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 expenses for a Business Efficiency Program 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.

(3) Includes expenses related to the Company's one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks, which bonus program was completed as of December 31, 2024.
 

Supplemental Information

Reconciliation of Operating Expenses to Non-GAAP Operating Expenses

(Unaudited)

(In thousands)

 

  Three Months Ended     Twelve Months Ended    
  December 31, 2025     September 30, 2025     December 31, 2024     December 31, 2025     December 31, 2024    
Operating Expenses $ 109,251     $ 109,914     $ 106,327     $ 430,551     $ 751,729    
Acquisition-related expenses, amortization and adjustments (1)   (1,805 )  (2)   (1,898 )  (8)   (5,294 )  (11)   (8,127 )  (15)   (22,462 )  (19)
Stock-based compensation expense   (1,092 )  (3)   (2,589 )  (9)   (2,853 )  (12)   (9,076 )  (16)   (12,810 )  (20)
Restructuring expenses (4)               (3,567 )  (13)   284    (17)   (30,101 )  (21)
Integration expenses (5)               (586 )  (14)         (1,930 )  (22)
Deferred compensation adjustments (6)   781       (2,317 )     451       (3,023 )     (3,808 )  
Goodwill impairment                           (297,353 )  (23)
Professional fees and other expenses   (1,988 )  (7)   (694 )  (10)         (5,835 )  (18)      
Non-GAAP Operating Expenses $ 105,147     $ 102,416     $ 94,478     $ 404,774     $ 383,265    

 

(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 $0.4 million is included in research and development expenses on the condensed consolidated statements of loss.

(3) $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.

(4) Includes expenses for a Business Efficiency Program 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.

(5) Includes expenses related to the Company's one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks, which was completed as of December 31, 2024.

(6) 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.

(7) $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.

(8) 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 $0.5 million is included in research and development expenses on the condensed consolidated statements of loss.

(9) $1.8 million is included in selling, general and administrative expenses and $0.8 million is included in research and development expenses on the condensed consolidated statements of loss.

(10) $0.7 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, as well as fees relating to other one-time professional fees and business expenses.

(11) Includes $4.3 million of intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations and $1.0 million of legal and advisory fees related to a potential strategic transaction which are included in selling, general and administrative expenses on the condensed consolidated statements of loss.

(12) $1.9 million is included in selling, general and administrative expenses and $1.0 million is included in research and development expenses on the condensed consolidated statements of loss.

(13) $1.2 million is included in selling, general and administrative expenses and $2.4 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks SE. The restructuring program commenced upon the closing of the business combination with Adtran Networks SE and was substantially completed in late 2024. Additionally, as part of the Business Efficiency Program, management determined to close a facility in Greifswald, Germany which occurred in December 2024. The Business Efficiency Program was completed as of December 31, 2024.

(14) $0.6 million is included in selling, general and administrative expenses on the condensed consolidated statements of loss, and is primarily related to the Company's one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks SE which bonus program was completed as of December 31, 2024.

(15) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $6.4 million is included in selling, general and administrative expenses and $1.7 million is included in research and development expenses on the condensed consolidated statements of loss.

(16) $6.0 million is included in selling, general and administrative expenses and $3.1 million is included in research and development expenses on the condensed consolidated statements of loss.

(17) Includes a true-up of expenses on the condensed consolidated statements of loss for a Business Efficiency Program 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.

(18) $5.8 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, employee exit costs and fees relating to other one-time professional fees and business expenses.

(19) Includes $17.6 million of intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations and $4.9 million of legal and advisory fees related to a potential strategic transaction which are included in selling, general and administrative expenses on the condensed consolidated statements of loss.

(20) $9.0 million is included in selling, general and administrative expenses and $3.8 million is included in research and development expenses on the condensed consolidated statements of loss.

(21) $9.1 million is included in selling, general and administrative expenses and $21.0 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks SE. The restructuring program commenced upon the closing of the business combination with Adtran Networks SE and was substantially completed in late 2024. Additionally, as part of the Business Efficiency Program, management determined to close a facility in Greifswald, Germany which occurred in December 2024. The Business Efficiency Program was completed as of December 31, 2024.

(22) $1.8 million is included in selling, general and administrative expenses and $0.1 million is included in research and development expenses on the condensed consolidated statements of loss, and is primarily related to the Company's one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks SE.

(23) Non-cash impairment of goodwill in our Network Solutions reporting unit, necessitated by factors such as a decrease in the Company's market capitalization, cautious service provider spending due to economic uncertainty and continued elevated customer inventory adjustments.
 

Supplemental Information

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

and Non-GAAP Operating Margin

(Unaudited)

(In thousands)

 

  Three Months Ended     Twelve Months Ended    
  December 31, 2025     September 30, 2025     December 31, 2024     December 31, 2025     December 31, 2024    
Total Revenue $ 291,560     $ 279,435     $ 242,852     $ 1,083,807     $ 922,720    
                               
Operating Income (Loss) $ 4,478     $ (2,788 )   $ (16,771 )   $ (15,596 )   $ (427,565 )  
Acquisition related expenses, amortizations and adjustments (1)   11,769       12,038       15,274       48,661       62,959    
Stock-based compensation expense   1,324       2,855       3,169       10,062       13,951    
Restructuring expenses (2)               4,105       (284 )     44,681    
Integration expenses (3)               464             1,911    
Deferred compensation adjustments (4)   (781 )     2,317       (451 )     3,023       3,808    
Goodwill impairment (5)                           297,353    
Professional fees and other expenses (6)   1,988       694             5,835          
Non-GAAP Operating Income (Loss) $ 18,778     $ 15,116     $ 5,790     $ 51,701     $ (2,902 )  
                               
Operating Margin   1.5 %     -1.0 %     -6.9 %     -1.4 %     -46.3 %  
Non-GAAP Operating Margin   6.4 %     5.4 %     2.4 %     4.8 %     -0.3 %  

 

(1) Includes intangible amortization of backlog, inventory fair value adjustments, 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 expenses 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.

(3) Includes expenses related to the Company's one-time integration bonus program in connection with synergy targets as a results of the business combination with Adtran Networks, which bonus program was completed as of December 31, 2024.

(4) 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.

(5) Non-cash impairment of goodwill in our Network Solutions reporting unit, necessitated by factors such as a decrease in the Company's market capitalization, cautious service provider spending due to economic uncertainty and continued elevated customer inventory adjustments.

(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,  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       Twelve Months Ended  
    December 31, 2025     September 30, 2025     December 31, 2024       December 31, 2025     December 31, 2024  
Interest and dividend income   $ 1,703     $ 291     $ 1,631       $ 2,321     $ 3,058  
Interest expense     (4,520 )     (5,499 )     (4,870 )       (19,344 )     (22,053 )
Net investment (loss) gain     (574 )     2,186       (920 )       3,001       3,587  
Other income (expense), net     805       (745 )     687         (1,632 )     246  
Total Other Expense   $ (2,586 )   $ (3,767 )   $ (3,472 )     $ (15,654 )   $ (15,162 )
Deferred compensation adjustments (1)     601       (2,210 )     1,090         (2,928 )     (3,539 )
Pension expense (2)     12       13       7         47       28  
Non-GAAP Other Expense   $ (1,973 )   $ (5,964 )   $ (2,375 )     $ (18,535 )   $ (18,673 )

 

(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 inclusive of Non-Controlling Interest to

Non-GAAP Net Income (Loss) 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       Twelve Months Ended    
    December 31, 2025     September 30, 2025     December 31, 2024       December 31, 2025     December 31, 2024    
Net Loss attributable to ADTRAN Holdings, Inc. common stockholders   $ (1,521 )   $ (9,743 )   $ (46,106 )     $ (41,571 )   $ (456,910 )  
Effect of redemption of RNCI (1)     (2,075 )     (519 )     (5 )       (4,085 )     (2,981 )  
Net Loss attributable to ADTRAN Holdings, Inc.   $ (3,596 )   $ (10,262 )   $ (46,111 )     $ (45,656 )   $ (459,891 )  
Net Income attributable to non-controlling interest (2)     2,316       2,505       2,407         9,413       9,824    
Net Loss inclusive of non-controlling interest   $ (1,280 )   $ (7,757 )   $ (43,704 )     $ (36,243 )   $ (450,067 )  
Acquisition related expenses, amortization and adjustments (3)     11,769       12,038       15,274         48,661       62,959    
Stock-based compensation expense     1,324       2,855       3,169         10,062       13,951    
Deferred compensation adjustments (4)     (180 )     107       639         95       269    
Pension adjustments (5)     12       13       7         47       28    
Restructuring expenses (6)                 4,105         (284 )     44,681    
Integration expenses (7)                 464               1,911    
Goodwill impairment                               297,353    
Professional fees and other expenses (8)     1,988       694               5,835          
Tax effect of adjustments to net loss     (628 )     (2,301 )     20,675         (4,521 )     2,709    
Non-GAAP Net Income (Loss) inclusive of non-controlling interest   $ 13,005     $ 5,649     $ 629       $ 23,652     $ (26,206 )  
Net Income attributable to non-controlling interest (2)     2,316       2,505       2,407         9,413       9,824    
Non-GAAP Net Income (Loss) attributable to ADTRAN Holdings, Inc.   $ 10,689     $ 3,144     $ (1,778 )     $ 14,239     $ (36,030 )  
Effect of redemption of RNCI (1)     2,075       519       5         4,085       2,981    
Non-GAAP Net Income (Loss) attributable to ADTRAN Holdings, Inc. common stockholders   $ 12,764     $ 3,663     $ (1,773 )     $ 18,324     $ (33,049 )  
                                   
Weighted average shares outstanding – basic     79,877       79,803       79,091         79,742       78,928    
Weighted average shares outstanding – diluted     79,877       79,803       79,091         79,742       78,928    
                                   
Loss per common share attributable to ADTRAN Holdings, Inc. - basic   $ (0.02 )   $ (0.12 )   $ (0.58 )     $ (0.52 )   $ (5.79 )  
Loss per common share attributable to ADTRAN Holdings, Inc. - diluted   $ (0.02 )   $ (0.12 )   $ (0.58 )     $ (0.52 )   $ (5.79 )  
                                   
Non-GAAP Earnings (Loss) per common share attributable to ADTRAN Holdings, Inc. - basic   $ 0.16     $ 0.05     $ (0.02 )     $ 0.23     $ (0.42 )  
Non-GAAP Earnings (Loss) per common share attributable to ADTRAN Holdings, Inc. - diluted   $ 0.16     $ 0.05     $ (0.02 )     $ 0.23     $ (0.42 )  

 

(1) Loss per common share attributable to ADTRAN Holdings, Inc. - basic and diluted - reflects a $2.1 million and a $4.1 million effect of redemption of RNCI for the three and twelve months ended December 31, 2025 and a $0 and a $3.0 million effect of redemption of RNCI for the three and twelve months ended December 31, 2024.

(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 expenses for a Business Efficiency Program 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) Includes expenses related to the Company's one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks. Includes fees incurred for the expansion of internal controls at Adtran Networks and the implementation of the DPTLA which was completed as of December 31, 2024.

(8) 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 Net Cash Provided By Operating Activities to Free Cash Flow

(Unaudited)

(In thousands)

 

    Three Months Ended       Twelve Months Ended  
    December 31,     September 30,     December 31,       December 31,     December 31,  
    2025     2025     2024       2025     2024  
Net cash provided by operating activities   $ 42,238     $ 12,188     $ 2,438       $ 129,767     $ 103,571  
Purchases of property, plant and equipment and developed technologies (1)     (19,708 )     (17,029 )     (14,335 )       (69,265 )     (65,172 )
Free cash flow (Non-GAAP)   $ 22,530     $ (4,841 )   $ (11,897 )     $ 60,502     $ 38,399  
                                 

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

 



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Language: English
Company: Adtran Holdings, Inc.
901 Explorer Boulevard
35806 Huntsville
United States
Internet: www.adtran.com
ISIN: US00486H1059
WKN: 892015
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Munich, Stuttgart; Nasdaq
EQS News ID: 2281810

 
End of News EQS News Service

2281810  26.02.2026 CET/CEST