UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.02 | Results of Operations and Financial Condition. |
On November 6, 2023, ADTRAN Holdings, Inc. (“ADTRAN”) announced its financial results for the fiscal quarter ended September 30, 2023, the implementation of a comprehensive business efficiency plan, and the suspension of its quarterly cash dividend.
A copy of ADTRAN’s press release announcing its financial results, the implementation of a business efficiency plan, and the suspension of the quarterly cash dividend 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, November 7, 2023, at 9:30 a.m. Central Time, or 4:30 p.m. Central European Summer 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 the Investor Relations page of investors.adtran.com.
In addition, as a company listed on the Frankfurt Stock Exchange, ADTRAN is subject to German and European securities laws. Article 17 of the Market Abuse Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 mandates that listed issuers such as ADTRAN provide real time disclosure in certain circumstances, including where management’s forecasts deviate from previously announced guidance or, in the absence of guidance, analyst consensus. On November 7, 2023 Central European Summer Time, ADTRAN published an ad hoc announcement in Germany disclosing, among other items, that management’s forecast for the fourth quarter of fiscal 2023 deviates from analyst consensus.
A copy of ADTRAN’s ad hoc announcement is attached as Exhibit 99.3 hereto and incorporated by reference herein.
The information included in, or furnished with, Items 2.02 and 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press Release dated November 6, 2023 | |
| 99.2 | Visual Presentation of November 7, 2023. | |
| 99.3 | Ad hoc notification dated November 7, 2023 CEST (English translation) | |
| 104 | Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 7, 2023 | ADTRAN Holdings, Inc. | |||||
| By: | /s/ Ulrich Dopfer | |||||
| Ulrich Dopfer | ||||||
| Chief Financial Officer | ||||||