925550AB1 Filings — Viavi Solutions Inc. - FilingSpy
925550AB1
Viavi Solutions Inc.
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A maker of network testing, monitoring, and optical security gear. Its Network and Service Enablement business builds test and AIOps tools used by telecom, cloud, and enterprise networks, while its Optical Security and Performance Products unit makes color-shifting anti-counterfeiting pigments found on over 100 of the world's currencies and the optical filters that enable 3D sensing in consumer electronics, automotive LiDAR, and aerospace.
Viavi Solutions raises ~$557.2M in common stock offering to repay $450M term loan
On May 19, 2026, Viavi Solutions entered into an underwriting agreement with Stifel and Needham & Company for a public offering of 11,111,111 shares of common stock at $45.00 per share.
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The underwriters exercised in full their option to purchase an additional 1,666,666 shares on May 20, 2026.
Net proceeds from the offering are approximately $557.2 million, after underwriting discounts and estimated expenses.
The company intends to use the net proceeds to repay the $450 million aggregate principal of its 7-year term loan facility entered into in March 2025, with any excess for working capital or general corporate purposes.
The company and its executive officers and directors agreed to a 60-day lock-up period, subject to customary exceptions.
8.01 Other Events · 9.01 Financial Statements and Exhibits
Viavi Solutions appoints Joanne Solomon as Audit Committee Chair, effective May 12, 2026
The change was part of board refreshment and succession planning; Colvin's step-down was not due to any disagreement with the company.
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Donald Colvin stepped down as Audit Committee Chair on May 12, 2026, and will remain an independent Board and Audit Committee member.
Joanne Solomon, an independent director since February 2022 and an audit committee financial expert, was appointed Audit Committee Chair effective immediately.
Doug Gilstrap, an independent director since November 2022, was appointed to the Corporate Development Committee on May 12, 2026.
Gilstrap also serves on the Compensation Committee.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
VIAVI Q3 FY2026 revenue up 42.8% to $406.8M; non-GAAP EPS $0.27
Net revenue for fiscal Q3 ended March 28, 2026 was $406.8 million, up 42.8% year-over-year.
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GAAP net income was $6.4 million ($0.03 diluted EPS), down 67.2% year-over-year; non-GAAP net income was $67.6 million ($0.27 diluted EPS), up 99.4% year-over-year.
GAAP operating margin was 6.1% (up 310 bps Y/Y); non-GAAP operating margin was 21.0% (up 430 bps Y/Y).
Network and Service Enablement segment revenue was $321.5 million (up 54.4% Y/Y); Optical Security and Performance Products revenue was $85.3 million (up 11.4% Y/Y).
For Q4 FY2026, the company expects net revenue between $427 million and $437 million and non-GAAP EPS between $0.29 and $0.31.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits
VIAVI Q2 FY2026 revenue up 36.4% to $369.3M; approves $32M restructuring plan
Net revenue for fiscal Q2 ended December 27, 2025 was $369.3 million, up 36.4% year-over-year.
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GAAP net loss was $48.1 million, down 628.6% year-over-year; non-GAAP net income was $51.5 million, up 75.2%.
Non-GAAP diluted EPS was $0.22, up 69.2% year-over-year; GAAP diluted EPS was $(0.21).
Company approved a restructuring plan on January 23, 2026, affecting ~5% of global workforce, with estimated charges of ~$32 million and ~$30 million in annualized savings.
Q3 FY2026 guidance: net revenue between $386 million and $400 million, non-GAAP EPS between $0.22 and $0.24.
2.02 Results of Operations and Financial Condition · 2.05 Costs Associated with Exit or Disposal Activities · 9.01 Financial Statements and Exhibits
Viavi to exchange $103.463M of 2026 convertible notes for 7.87M common shares
Viavi Solutions entered exchange agreements with institutional holders to swap $103.463 million of its 1.625% Convertible Senior Notes due 2026 for 7,871,043 common shares at $17.88 per share.
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The exchange is expected to close on or about December 22, 2025, subject to customary closing conditions.
After the exchange, approximately $49.037 million of the 2026 Notes will remain outstanding.
Viavi will receive no cash proceeds; the exchange supports its plan to prepay at least $100 million of its $600 million Term Loan Credit Facility over the next twelve months.
The shares are being issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act.
1.01 Entry into a Material Definitive Agreement · 3.02 Unregistered Sales of Equity Securities · 9.01 Financial Statements and Exhibits
Viavi stockholders approve officer exculpation amendment and other proposals at 2025 annual meeting
At the November 12, 2025 annual meeting, Viavi stockholders approved an amended and restated certificate of incorporation adding an officer exculpation provision permitted under Delaware law.
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The amended certificate was filed with the Delaware Secretary of State on November 13, 2025, and became effective upon filing.
Stockholders elected nine directors, each receiving over 183 million votes for, with broker non-votes of about 14.48 million per director.
The ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026 passed with 200,728,070 votes for.
Stockholders also approved, on a non-binding advisory basis, executive compensation, and the amendment and restatement of the 2003 Equity Incentive Plan.
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 5.07 Submission of Matters to a Vote of Security Holders
VIAVI Q1 FY2026 revenue up 25.6% to $299.1M; non-GAAP EPS $0.15
Net revenue for fiscal Q1 ended September 27, 2025 was $299.1 million, up 25.6% year-over-year.
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GAAP net loss was $21.4 million, or $(0.10) diluted EPS; non-GAAP net income was $33.1 million, or $0.15 diluted EPS.
Non-GAAP operating margin was 15.7%, up 570 bps year-over-year; GAAP operating margin was 2.5%.
Network and Service Enablement segment revenue grew 35.5% year-over-year to $216.0 million; Optical Security and Performance Products revenue grew 5.5% to $83.1 million.
For Q2 FY2026, the company expects net revenue between $360 million and $370 million and non-GAAP EPS between $0.18 and $0.20.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits