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ADTN · TELEPHONE & TELEGRAPH APPARATUS · 8-K · Item 5.02 · Aug 10, 2026

CTO compensation aligns with new plan; contract still ends December 31

ADTRAN Holdings, Inc. (ADTN) — AllSight decodes this SEC 8-K in plain English, versus what the market expected.

This is implementation, not a new executive-retention signal. Glingener’s employment agreement was already extended through December 31, 2026, and the company’s annual meeting had already approved the new management-board remuneration system on June 15, 2026; this amendment aligns his 2026 pay with that framework rather than extending his tenure or announcing a new operating initiative. (Exhibit 10.1 — Preamble; Item 5.02)

The economics remain substantial but largely formulaic. His €400,000 base salary is unchanged, with a target cash incentive equal to 60% of base salary, time-based RSUs targeted at 75% of base salary, and a €903,729 target grant of three-year PSUs tied primarily to Adjusted EBIT and adjusted by relative shareholder return. Total annual remuneration remains capped at €2.8 million. (Item 5.02; Exhibit 10.1 — Remuneration System)

Compensation element2026 terms
Annual base salary€400,000 (Item 5.02)
Target cash incentive60% of base salary (Item 5.02)
Target time-based RSUs75% of base salary; €903,729 cap (Item 5.02)
Long-term PSU target€903,729; €2,000,000 cap (Item 5.02)
Total annual remuneration cap€2,800,000 (Item 5.02)
Employment termThrough December 31, 2026 (Exhibit 10.1 — Preamble)

The main structural change is greater performance linkage, not higher disclosed fixed pay. The long-term award is based on Adjusted EBIT over January 1, 2026 through December 31, 2028, with relative total shareholder return affecting the outcome; meanwhile, the company says it will no longer grant separate annual market-based PSUs to named executive officers. (Item 5.02)

Net read: routine and broadly in line with what was already known. There is no earnings, guidance, financing, or leadership-transition information here, and no applicable published operating consensus to beat or miss. Because the contract term and new remuneration framework were already disclosed, this filing adds documentation and award details rather than a material change to the investment picture. (Exhibit 10.1 — Preamble; Item 5.02)

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