亚川 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the Fiscal Year EndedDecember 31,2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the Transition Period fromtoCommission file number000-41446 ADTRAN Holdings, Inc. (Exact name of registrant as specified in its charter) 256-963-8000 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulations S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer☐Non-accelerated Filer☐ Accelerated Filer☒Smaller Reporting Company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ The aggregate market value of the registrant's outstanding common stock held by non-affiliates of the registrant on June 30, 2024 was$410,464,716based on a closing market price of $5.26 as reported on the NASDAQ Global Select. Therewere79,860,033shares ofcommon stock outstanding as of February 28, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the registrant's 2025 Annual Meeting of Stockholders are incorporated herein by reference into PartIII of this report to the extent described in Part III. ADTRAN Holdings, Inc.Annual Report on Form 10-KFor the Fiscal Year Ended December 31, 2024 Table of Contents Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary3Glossary of Selected Terms6 PART IItem 1.Business9Item1A.Risk Factors22Item1B.Unresolved Staff Comments42Item1C.Cybersecurity42Item 2.Properties43Item 3.Legal Proceedings43Item 4.Mine Safety Disclosures43PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities44Item 6.[Reserved]46Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations46Item7A.Quantitative and Qualitative Disclosures About Market Risk70Item 8.Financial Statements and Supplementary Data72Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure123Item9A.Controls and Procedures123Item9BOther Information124Item9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections124PART IIIItem10.Directors, Executive Officers and Corporate Governance125Item11.Executive Compensation125Item12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters126Item13.Certain Relationships and Related Transactions, and Director Independence126Item14.Principal Accountant Fees and Services126PART IVItem15.Exhibits and Financial Statement Schedules127Item16.Form 10-K Summary132SIGNATURES GENERAL