Sec Form 4 Filing - Foliano Michael @ ADTRAN Holdings, Inc. - 2022-12-31

FORM 4 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 Foliano Michael 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 Financial Officer (Last) (First) (Middle) C/O ADTRAN HOLDINGS, INC., 901 EXPLORER BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2022 (Street) HUNTSVILLE, AL35806-2807 4. If Amendment, Date Original Filed (MM/DD/YY) 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 12/31/2022 F( 1 ) 19,056 D $ 18.79 127,157.366 D Common Stock 12/31/2022 D( 2 ) 20,171 D $ 0 106,986.366 D Common Stock 250.008 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 Phantom Stock ( 3 ) 12/31/2022 A( 2 ) 20,171 ( 3 ) ( 3 ) Common Stock 20,171 $ 0 41,458.29 D Stock Options $ 15.33 ( 4 ) 11/14/2025 Common Stock 16,934 16,934 D Stock Options $ 18.97 ( 5 ) 11/15/2024 Common Stock 17,307 17,307 D Stock Options $ 23.64 ( 6 ) 11/02/2023 Common Stock 18,062 18,062 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Foliano Michael C/O ADTRAN HOLDINGS, INC. 901 EXPLORER BOULEVARD HUNTSVILLE, AL35806-2807 Chief Financial Officer Signatures Michael Foliano 01/04/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares delivered to the Issuer for the payment of withholding taxes due upon the vesting of previously granted restricted stock units. ( 2 )Upon vesting 20,171 restricted stock units previously granted to the reporting person were deferred resulting in the reporting person's receipt of phantom stock pursuant to the Issuer's equity deferral program. ( 3 )Represents shares of phantom stock of the Issuer held in the reporting person's account under the Issuer's equity deferral program. The phantom shares are issued to the reporting person six months after a separation of service from the Issuer in the form of whole shares of common stock, plus cash for any fractional shares. ( 4 )The options granted to the reporting person vested in four equal annual installments beginning on November 14, 2015. ( 5 )The options granted to the reporting person vested in four equal annual installments beginning on November 15, 2014 ( 6 )The options granted to the reporting person vested in four equal annual installments beginning on November 2, 2013.

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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