VIAVI Announces Pricing of Public Offering of Common Stock

Rhea-AI Summary

Viavi (NASDAQ: VIAV) priced an underwritten public offering of 11,111,111 common shares at $45.00 per share, for expected gross proceeds of about $500 million before fees. The deal, expected to close on May 21, 2026, includes a 30-day option for underwriters to buy up to 1,666,666 additional shares. All shares are primary, and net proceeds are intended mainly to repay $450 million principal on Viavi’s Term Loan B, with any excess for working capital and general corporate purposes.

AI-generated analysis. Not financial advice.

Positive

• Expected gross proceeds of about $500 million from the equity offering
• Net proceeds intended to repay $450 million principal on Term Loan B
• All shares sold by Viavi, providing direct capital to the company
• Optional 1,666,666-share underwriter option could raise additional proceeds at $45

Negative

• Issuance of 11,111,111 new shares implies equity dilution for existing holders
• Underwriters’ 30-day option for up to 1,666,666 extra shares adds potential further dilution

News Market Reaction – VIAV

-1.16%

44 alerts

-1.16% News Effect

-5.2% Trough in 17 hr

-$135M Valuation Impact

$11.53B Market Cap

0.1x Rel. Volume

On the day this news was published, VIAV declined 1.16%, reflecting a mild negative market reaction. Argus tracked a trough of -5.2% from its starting point during tracking. Our momentum scanner triggered 44 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $135M from the company's valuation, bringing the market cap to $11.53B at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Primary shares offered: 11,111,111 shares Offering price: $45.00 per share Gross proceeds: approximately $500 million +4 more

7 metrics

Primary shares offered 11,111,111 shares Underwritten public offering of common stock

Offering price $45.00 per share Public price for offered common stock, before underwriting fees

Gross proceeds approximately $500 million Expected gross proceeds before fees and expenses

Expected closing date May 21, 2026 Expected closing of the common stock offering

Underwriters’ option 1,666,666 shares 30-day option for additional common shares at offering price

Option period 30 days Duration of underwriters’ option to purchase additional shares

Term Loan B repayment $450 million Aggregate principal amount of Term Loan B targeted for repayment

Market Reality Check

Price: $47.56 Vol: Volume 4,683,741 is below...

normal vol

$47.56 Last Close

Volume Volume 4,683,741 is below 20-day average 6,544,925 (relative volume 0.72x). normal

Technical Price 49.28 is trading well above 200-day MA 23.45 and 18.45% below 52-week high 60.43.

Peers on Argus

VIAV was down 0.94% ahead of the offering while momentum scanner only flagged pe...

1 Up

VIAV was down 0.94% ahead of the offering while momentum scanner only flagged peer ADTN moving up 2.95%. Broader peers show mixed, mostly negative moves, pointing to a stock-specific reaction rather than a unified sector move.

Historical Context

5 past events · Latest: May 05 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
May 05	AI test platform launch	Positive	+2.8%	Launched CyberFlood CF1000 400G security and AI validation appliance.
Apr 29	Fiscal Q3 earnings	Positive	+15.1%	Reported strong revenue and margin expansion with raised Q4 guidance ranges.
Apr 27	PCIe 7.0 platform	Positive	-5.9%	Announced investment in new Xgig PCIe 7.0 protocol analysis testing platform.
Apr 16	Software update release	Positive	+4.8%	Released PCMasterPro 1.16 with significantly faster 3D terrain modeling.
Apr 15	Earnings date set	Neutral	+4.8%	Announced date and details for upcoming fiscal Q3 2026 results call.

Pattern Detected

Product and technology updates have usually seen positive reactions, with one notable divergence on an investment announcement.

Recent Company History

Over the last six weeks, VIAVI has reported strong fundamentals and active product development. On Apr 29, fiscal Q3 2026 results with sharply higher revenue and margins drove a 15.09% gain. Multiple product and software launches in mid-April and early May produced mostly positive single‑digit moves, though an announced PCIe 7.0 platform investment on Apr 27 coincided with a -5.93% decline. Against this backdrop, the new common stock offering follows a period of share strength and improving operating metrics.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-08-11

VIAVI has an effective automatic shelf registration on Form S-3ASR dated Aug 11, 2025, allowing it to issue various securities, including common stock, from time to time. The current underwritten common stock offering, documented via a 424B5 prospectus supplement dated May 19, 2026, represents at least one usage of this shelf.

Market Pulse Summary

This announcement details a sizable underwritten common stock offering of 11,111,111 shares at $45.0...

Analysis

This announcement details a sizable underwritten common stock offering of 11,111,111 shares at $45.00 per share, plus a 30‑day option for an additional 1,666,666 shares. Expected gross proceeds of approximately $500 million are intended primarily to repay $450 million of Term Loan B, with any remaining funds for working capital and general corporate purposes. Investors may monitor how the larger share count balances against reduced debt and how future results reflect this capital structure shift.

Key Terms

underwritten public offering, term loan b, shelf registration statement, form s-3, +2 more

6 terms

underwritten public offering financial

"announced the pricing of an underwritten public offering of 11,111,111 shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

term loan b financial

"use the net proceeds of the offering to repay the $450 million aggregate principal amount of its Term Loan B"

A Term Loan B (TLB) is a large, syndicated loan made to a company that is typically sold to institutional investors rather than held by banks; think of it as a long-term mortgage from a group of investors with higher interest and smaller early payments. It matters to investors because it changes a company’s debt cost, repayment schedule and credit risk—factors that affect profit, cash flow and the market value of both the company’s equity and its traded debt.

shelf registration statement regulatory

"offered by VIAVI pursuant to a shelf registration statement (including a base prospectus)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"on Form S-3 (File No. 333-289490) filed by VIAVI on August 11, 2025"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

base prospectus regulatory

"pursuant to a shelf registration statement (including a base prospectus) on Form S-3"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

prospectus supplement regulatory

"A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

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CHANDLER, Ariz., May 19, 2026 /PRNewswire/ -- (NASDAQ: VIAV) Viavi Solutions Inc. ("VIAVI") today announced the pricing of an underwritten public offering of 11,111,111 shares of its common stock at a price to the public of $45.00 per share, before underwriting fees. The gross proceeds to VIAVI from the offering, before deducting underwriting fees and other offering expenses payable by VIAVI, are expected to be approximately $500 million. The offering is expected to close on May 21, 2026, subject to customary closing conditions. Additionally, VIAVI has granted the underwriters a 30-day option to purchase up to an additional 1,666,666 shares of common stock from VIAVI at the public offering price, less underwriting fees. All of the shares of common stock in the offering will be sold by VIAVI.

VIAVI intends to use the net proceeds of the offering to repay the $450 million aggregate principal amount of its Term Loan B. Any excess net proceeds will be used to fund working capital or for other general corporate purposes.

Stifel and Needham & Company are acting as joint book-running managers for the offering. UBS Investment Bank is also acting as a bookrunner for the offering. B. Riley Securities, Northland Capital Markets, Rosenblatt, and BMO Capital Markets are acting as co-managers.

The securities described above are being offered by VIAVI pursuant to a shelf registration statement (including a base prospectus) on Form S-3 (File No. 333-289490) filed by VIAVI on August 11, 2025 with the Securities and Exchange Commission (SEC), which was automatically effective upon filing. A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed, and a final prospectus supplement and accompanying prospectus relating to the offering will be filed, with the SEC and can be accessed for free on the SEC's website at http://www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus relating to the offering, when available, may be obtained from: Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720 or by email at syndprospectus@stifel.com; Needham and Company, LLC, Attention: 250 Park Avenue, 10^th Floor, New York, NY 10177, Attn: Prospectus Department, by telephone at (800) 903-3268 or by email at prospectus@needhamco.com; or UBS Securities LLC, Attention: Prospectus Department, UBS Investment Bank, 11 Madison Avenue, New York, New York 10010 or by email at ol-prospectus-request@ubs.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About VIAVI

VIAVI (NASDAQ: VIAV) is a global leader in test and measurement and optical technologies. Our test, monitoring, assurance, and resilient position, navigation and timing solutions enable and secure critical infrastructure ranging from data center ecosystems and communication networks to military, aerospace, railway and first responder communications. In addition, we develop and advance technologies used in high-volume optical applications across anti-counterfeiting, consumer electronics, aerospace, industrial and automotive end markets.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Examples of such statements include, but are not limited to, statements relating to VIAVI's expectations regarding the timing, gross proceeds and completion of the offering and the anticipated use of proceeds. Such statements are based on management's current expectations, but actual results may differ materially due to various risks and uncertainties, including, but not limited to, risks and uncertainties related to market and other conditions, and the satisfaction of customary closing conditions related to the offering. There can be no assurance that VIAVI will be able to complete the offering on the anticipated terms, or at all. You should not place undue reliance on these forward-looking statements. Additional risks and uncertainties relating to the offering, VIAVI and its business can be found under the heading "Risk Factors" in VIAVI's Quarterly Report on Form 10-Q for the quarter ended March 28, 2026, which was filed with the SEC on April 30, 2026, and other filings with the SEC, and in the preliminary prospectus supplement related to the offering filed with the SEC on May 19, 2026. Any forward-looking statements that VIAVI makes in this press release speak only as of the date of this press release. VIAVI assumes no obligation to update its forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.

Press Contact:	Amit Malhotra, 202-341-8624; amit.malhotra@viavisolutions.com
Investor Contact:	Vibhuti Nayar, 408-404-6305; investor.relations@viavisolutions.com

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SOURCE VIAVI Financials

FAQ

What are the terms of the May 2026 Viavi (NASDAQ: VIAV) stock offering?

Viavi priced an underwritten public offering of 11,111,111 common shares at $45.00 per share. According to Viavi, expected gross proceeds are about $500 million before underwriting fees and expenses, with closing targeted for May 21, 2026, subject to customary conditions.

How will Viavi use the proceeds from its May 2026 public offering of VIAV stock?

Viavi plans to use net proceeds primarily to repay $450 million principal on its Term Loan B. According to Viavi, any excess net proceeds will support working capital needs or other general corporate purposes, potentially strengthening the company’s overall balance sheet flexibility.

Does the Viavi (VIAV) May 2026 equity offering include an underwriter overallotment option?

Yes, Viavi granted underwriters a 30-day option to buy up to 1,666,666 additional shares. According to Viavi, these shares would be sold at the public offering price of $45.00 per share, less underwriting fees, potentially increasing total proceeds and associated share issuance.

How many new Viavi (VIAV) shares are being issued in the May 2026 offering?

Viavi is issuing 11,111,111 new shares of common stock in the offering. According to Viavi, all shares are being sold by the company, and an additional 1,666,666 shares may be issued if underwriters fully exercise their 30-day purchase option.

What does the May 2026 Viavi stock offering mean for existing VIAV shareholders?

The offering will increase Viavi’s share count, creating dilution for existing shareholders. According to Viavi, proceeds are earmarked to repay $450 million of Term Loan B and for general corporate purposes, which may improve the company’s debt profile while changing ownership percentages.

Under which SEC registration is the May 2026 Viavi (VIAV) stock offering being conducted?

The offering is being made under a shelf registration statement on Form S-3, File No. 333-289490. According to Viavi, this registration was filed with the SEC on August 11, 2025 and became automatically effective upon filing, allowing the current issuance.