Sec Form 4/A Filing - Wilson James Denson Jr @ ADTRAN Holdings, Inc. - 2022-08-11

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Wilson James Denson Jr 2. Issuer Name and Ticker or Trading Symbol ADTRAN Holdings, Inc. [ ADTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Revenue Officer (Last) (First) (Middle) 901 EXPLORER BLVD 3. Date of Earliest Transaction (MM/DD/YY) 08/11/2022 (Street) HUNTSVILLE, AL35806 4. If Amendment, Date Original Filed (MM/DD/YY) 08/15/2022 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/11/2022 M 5,271 A $ 18.97 137,526.153 D Common Stock 08/11/2022 S 5,271 D $ 24.17( 1 ) 132,255.153 D Common Stock 08/11/2022 M 6,260 A $ 15.33 138,515.153 D Common Stock 08/11/2022 S 6,260 D $ 24.17( 1 ) 132,255.153 D Common Stock 08/11/2022 M 19,772 A $ 18.97 152,027.153 D Common Stock 08/11/2022 S 19,772 D $ 24.18( 2 ) 132,255.153 D Common Stock 08/11/2022 M 12,522 A $ 15.33 144,777.153 D Common Stock 08/11/2022 S 12,522 D $ 24.18( 2 ) 132,255.153 D Common Stock 08/11/2022 S 3,797 D $ 24.29( 3 ) 128,458.153 D Common Stock 4,117.411 I 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Incentive Stock Option (Right to Buy) $ 18.97 08/11/2022 M 5,271 ( 4 ) 11/15/2024 Common Stock 5,271 $ 0 0 D Incentive Stock Option (Right to Buy) $ 15.33 08/11/2022 M 6,260 ( 5 ) 11/14/2025 Common Stock 6,260 $ 0 0 D Non-Qualified Stock Option (Right to Buy) $ 18.97 08/11/2022 M 19,772 ( 4 ) 11/15/2024 Common Stock 19,772 $ 0 0 D Non-Qualified Stock Option (Right to Buy) $ 15.33 08/11/2022 M 12,522 ( 5 ) 11/14/2025 Common Stock 12,522 $ 0 0 D Incentive Stock Option (Right to Buy) $ 23.64 ( 6 ) 11/02/2023 Common Stock 4,865 4,865 D Non-Qualified Stock Option (Right to Buy) $ 23.64 ( 6 ) 11/02/2023 Common Stock 15,169 15,169 D Phantom Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 17,196.473 17,196.473 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wilson James Denson Jr 901 EXPLORER BLVD HUNTSVILLE, AL35806 Chief Revenue Officer Signatures Michael Foliano, by power of attorney 09/02/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were sold in multiple transactions at prices ranging from $24.07 to $24.45, inclusive. The reporting person undertakes to provide to ADTRAN Holdings, Inc. (the Issuer), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4. ( 2 )These shares were sold in multiple transactions at prices ranging from $24.07 to $24.38, inclusive. The reporting person undertakes to provide to ADTRAN Holdings, Inc. (the Issuer), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4. ( 3 )These shares were sold in multiple transactions at prices ranging from $24.15 to $24.41, inclusive. The reporting person undertakes to provide to ADTRAN Holdings, Inc. (the Issuer), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this Form 4. ( 4 )The options granted to the reporting person vested in four equal annual installments beginning on the first anniversary of the date of the grant, which was November 15, 2014. ( 5 )The options granted to the reporting person vested in four equal annual installments beginning on the first anniversary of the date of the grant, which was November 14, 2015. ( 6 )The options granted to the reporting person vested in four equal annual installments beginning on the first anniversary of the date of the grant, which was November 2, 2013. ( 7 )Represents shares of phantom stock of the Issuer that have been acquired through the automatic reinvestment of dividends paid on the Issuer's common stock, which phantom shares become payable in cash six months after the reporting person's separation of service with the Issuer.

Remarks: Explanatory note: This amendment is being filed to clarify that the sales prices for the direct sales on 8/11/22 that were originally reported in the Form 4 filed on 8/15/22 were weighted average prices and to provide the range of prices at which the at which the shares were sold.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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