EQS-Adhoc: Adtran Holdings, Inc.: Preliminary revenues exceed previous guidance range for Q4 2025 and non-GAAP earnings per share exceed analyst estimates for Q4 2025

Ad hoc notification pursuant to Article 17 of Regulation (EU) No 596/2014

ADTRAN Holdings, Inc.: Preliminary revenue exceeds prior guidance range for Q4 2025 and non-GAAP EPS exceeds analyst estimates for Q4 2025

Huntsville, Alabama (United States of America). January 21st 2026 (CT).

In preparing ADTRAN Holdings, Inc. (“ADTRAN Holdings” or the “Company”) (NASDAQ: ADTN; FSE: QH9) fourth quarter 2025 and fiscal 2025 reports, the Company today reported that preliminary U.S. GAAP revenues were above the prior guidance range and non-GAAP earnings per share exceeded current analyst estimates for the fourth quarter of 2025.

The preliminary unaudited results were as follows:

• Preliminary U.S. GAAP revenues for the fourth quarter of 2025 were between $290.0 million and $293.0 million, above the previous guidance range of $275 million to $285 million.
• Preliminary non-GAAP earnings per share for the fourth quarter of 2025 were above the current analyst estimate of $0.08 per share, although the Company will not be able to disclose the difference until the quarterly and full-year financial statements are completed.
• The preliminary non-GAAP operating margin was between 6.0% and 6.9%, remaining within the previous forecast range of 3.5% to 7.5%.

The deviation from revenue guidance and analyst estimates for non-GAAP earnings per share results from strongly positive economic conditions and increased demand for our products and services from customers during the fourth quarter of 2025.

The information in this ad hoc announcement is based solely on unaudited results. Non-GAAP operating margin (calculated by dividing non-GAAP operating income by U.S. GAAP revenue) is a non-GAAP financial measure (ie, an adjusted value). Reconciliations between second quarter operating income (loss) and operating margin in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and non-GAAP operating income (adjusted) and non-GAAP operating margin are set forth in the table below.

Final fourth quarter 2025 and fiscal 2025 financial results will be available after the US market close on Wednesday, February 25, 2026 (Central Time) and before the market open on Tuesday, February 26, 2026 (Central European Time), respectively https://investors.adtran.com/ published.

Cautionary Statement Regarding Forward-Looking Statements

Statements contained in this ad hoc release that are not historical facts 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” and similar expressions. Examples of forward-looking statements include, but are not limited to, statements regarding management’s expectations of the Company’s final revenues, final U.S. GAAP and non-GAAP operating margins and final non-GAAP earnings per share for the fourth quarter of 2025 and fiscal year 2025. In addition, ADTRAN Holdings, through its management, may from time to time make forward-looking public statements on the matters described herein. All such forward-looking information speaks only as of the date of this ad hoc release and ADTRAN Holdings undertakes no obligation to publicly update or revise any such forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. Any such forward-looking statements are necessarily estimates and reflect management’s best judgment based on current information. Actual events or results may differ materially from those anticipated in these forward-looking statements due to a variety of factors. Although it is impossible to identify all of these factors, factors that may have caused, and may cause in the future, actual events or results to differ materially from those estimated by ADTRAN Holdings include, but are not limited to: (i) risks and uncertainties associated with our ability to continue to comply with the covenants in our credit agreement and to meet the payment obligations under this credit agreement and our convertible notes, as well as the payment obligations to the minority shareholders of Adtran Networks SE (“Adtran Networks”) in accordance with the control and profit transfer agreement between the Company and Adtran Networks (“BGAV”) and to fulfill the payments to Adtran Networks to offset losses in accordance with BGAV; (ii) the risk of fluctuations in revenue due to lengthy sales and approval processes required by major and other service providers for new products and changes in our customers’ spending habits; (iii) risks and uncertainties associated with our inventory process and our ability to adapt to customer demand; (iv) risks and uncertainties related to our leverage and ability to generate liquidity; (v) risks and uncertainties associated with ongoing material weaknesses in our internal control over financial reporting; (vi) risks arising from changes in general economic conditions and financial, tax and trade policies, including customs policies; (vii) risks posed by potential breaches of information systems and cyber-attacks; (viii) the risk that the Company may not be able to compete effectively, including through product improvements and development; and (ix) other risks discussed in the Company’s filings with the Securities and Exchange Commission (SEC), including our most recently filed Annual Report on Form 10-K for the year ended December 31, 2024, as amended, and our Quarterly Reports on Form 10-Q for the period ended Quarters ended March 31, 2025, June 30, 2025 and September 30, 2025 are listed.

Furthermore, the financial measures included in this ad hoc release are a preliminary estimate subject to our internal controls and procedures and are subject to risks and uncertainties, including, without limitation, changes resulting from quarter-end adjustments. Any differences between the Company’s actual financial results and the preliminary revenue ranges contained herein could be material.

Explanation of the use of non-GAAP financial measures

The table below provides a reconciliation of operating income (loss) and operating margin as reported in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) to non-GAAP operating income and non-GAAP operating margin, respectively. Non-GAAP operating income (loss) excludes acquisition-related expenses, depreciation and amortization and adjustments (consisting of intangible amortization of backlog, amortization of fair value adjustments of inventory, developed technologies, customer relationships and brand names acquired in connection with business combinations), stock-based compensation expense, adjustments for deferred compensation and certain one-time fees and other expenses. These metrics are used by management in our ongoing planning and annual budgeting processes. In addition, we believe that the presentation of these non-GAAP measures, in combination with the presentation of the most comparable U.S. GAAP financial measures, is beneficial to the overall understanding of the Company’s ongoing operating performance.

These non-GAAP financial measures are not prepared in accordance with or as an alternative to U.S. GAAP and, therefore, should not be considered in isolation or as a substitute for the analysis of our results reported in accordance with U.S. GAAP. In addition, these non-GAAP measures calculated by us may not be comparable to similar measures calculated by other companies.

Reconciliation from preliminary US GAAP operating income (loss) and preliminary operating margin to preliminary non-GAAP operating income and preliminary non-GAAP operating margin

(Unverified)

(in millions)

(1) Includes intangible amortization of backlog, fair value adjustments of inventory, developed technologies, customer relationships and brand names acquired in business combinations. We incur expenses related to the amortization of intangible assets and exclude these expenses from the calculation of our non-GAAP measures. These expenses are significantly affected by the timing and size of our acquisitions. We exclude these expenses when calculating our non-GAAP measures primarily because they are non-cash expenses and our internal benchmarking analyzes show that many industry players and competitors report non-GAAP financial measures without amortization of intangible assets. Although this does not have a direct impact on our liquidity position, the decline in the value of intangible assets over time may have a material impact on the relevant GAAP earnings measure.

(3) Includes non-cash changes in fair value of equity investments held under the deferred compensation program by certain employees of Adtran Holdings, Inc., which are included in selling, administrative and general expenses in the condensed consolidated statements of operations.

(4) Includes fees related to an internal investigation, a provision for adjustments to a pension plan, and fees related to other one-time fees and operating expenses.

Published by

Adtran Holdings, Inc.

www.adtran.com

For media

Gareth Spence

+44 1904 699 358

[email protected]

Notifying person and investor contact

Peter Schuman, IRC

+1 256 963 6305

[email protected]