VIAVI Announces Proposed Public Offering of Common Stock

Viavi (NASDAQ: VIAV) plans an underwritten public offering of approximately $500 million of common stock, subject to market and other conditions.

Rhea-AI Summary

Viavi (NASDAQ: VIAV) plans an underwritten public offering of approximately $500 million of common stock, subject to market and other conditions. Underwriters have a 30-day option to buy up to an additional 15% of shares.

According to VIAVI, all shares will be sold by the company, with net proceeds intended to repay $450 million of Term Loan B. Any remaining funds are earmarked for working capital or general corporate purposes.

Positive

• Planned ~$500 million primary equity raise to bolster liquidity
• Net proceeds intended to repay $450 million Term Loan B debt
• Any excess proceeds available for working capital and general purposes

Negative

• New common stock issuance may dilute existing shareholders
• Completion, size and terms of offering remain uncertain and subject to conditions

Argus May 20 session

-2.39% close to close Open Argus

Details

News Market Reaction – VIAV

On May 20, the first trading day after this news, VIAV closed 2.39% below the previous close.

Data tracked by StockTitan Argus for the May 20 session.

Market Context

This announcement detailed a proposed underwritten common stock offering of about $500 million, with...

Analysis

This announcement detailed a proposed underwritten common stock offering of about $500 million, with proceeds primarily intended to repay the $450 million Term Loan B and any excess earmarked for working capital and general corporate purposes. The deal is being executed under VIAVI’s effective Form S-3ASR shelf registration. Investors may compare this capital-structure move against recent strong earnings and product launches, monitoring final deal terms and subsequent balance sheet changes once completed.

Key Figures

Proposed offering size: $500 million Underwriters’ option: 30 days Greenshoe size: 15% +5 more

Proposed offering size

$500 million

Approximate amount of common stock in underwritten public offering

Underwriters’ option

30 days

Period for option to purchase up to an additional 15% of shares

Greenshoe size

15%

Additional shares underwriters may purchase at the offering price

Debt repayment target

$450 million

Aggregate principal amount of Term Loan B to be repaid with proceeds

Shelf file number

333-289490

Form S-3 shelf registration statement used for this offering

Shelf filing date

August 11, 2025

Date Form S-3 shelf was filed with the SEC

Term Loan B use

Net proceeds

Primary use of offering proceeds is Term Loan B repayment

Offering price adjustment

Less underwriting discounts

Underwriters’ option shares sold at offering price net of discounts

Historical Context

5 past events · Latest: May 05

5 events

1. May 05

   Product launch

   24h Move

   +2.8%

   Launch of CyberFlood CF1000 AI and security test appliance for data centers.

2. Apr 29

   Earnings results

   24h Move

   +15.1%

   Strong fiscal Q3 revenue growth and margin expansion with upbeat guidance.

3. Apr 27

   R&D investment

   24h Move

   -5.9%

   Investment in Xgig PCIe 7.0 protocol analysis testing platform and tools.

4. Apr 16

   Software update

   24h Move

   +4.8%

   PCMasterPro 1.16 release with faster processing and expanded 3D modeling features.

5. Apr 15

   Earnings date set

   24h Move

   +4.8%

   Announcement of fiscal Q3 2026 results release date and earnings call details.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

underwritten public offering, shelf registration statement, form s-3, base prospectus, +4 more

8 terms

underwritten public offering financial

"plans to offer, subject to market and other conditions, approximately $500 million of shares of its common stock in an underwritten public offering."

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.

shelf registration statement regulatory

"The securities described above will be offered by VIAVI pursuant to a shelf registration statement (including a base prospectus) on Form S-3..."

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

"shelf registration statement (including a base prospectus) 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.

preliminary prospectus supplement regulatory

"A preliminary prospectus supplement and accompanying prospectus relating to the proposed offering will be filed with the SEC..."

A preliminary prospectus supplement is an initial document that provides important details about a new stock or bond offering before it is finalized. It helps investors understand what is being sold and why, so they can decide whether to invest. Think of it as a preview before the full sales brochure is ready.

term loan b financial

"VIAVI intends to use the net proceeds of the proposed 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.

book-running managers financial

"Stifel and Needham & Company are acting as joint book-running managers for the proposed offering."

Book-running managers are the main banks or financial firms that organize and oversee a company's sale of new stocks or bonds. They help set the price, decide how many to sell, and coordinate the process to make sure everything runs smoothly. Their role is important because they guide the company through the complex process of raising money from investors.

prospectus regulatory

"A preliminary prospectus supplement and accompanying prospectus relating to the proposed offering will be filed with the SEC..."

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CHANDLER, Ariz., May 19, 2026 /PRNewswire/ -- (NASDAQ: VIAV) Viavi Solutions Inc. ("VIAVI") today announced plans to offer, subject to market and other conditions, approximately $500 million of shares of its common stock in an underwritten public offering. VIAVI will grant the underwriters a 30-day option to purchase up to an additional 15% of the number of shares of common stock from VIAVI at the proposed offering price, less underwriting discounts and commissions. All of the shares of common stock in the proposed offering will be sold by VIAVI. There can be no assurance as to whether or when the proposed offering may be completed, or the actual size or terms of the proposed offering.

VIAVI intends to use the net proceeds of the proposed 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 proposed offering. UBS Investment Bank is also acting as a bookrunner for the proposed offering.

The securities described above will be 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 proposed offering will be filed with the SEC and will be available for free on the SEC's website at http://www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the proposed 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 completion, timing and size of the proposed 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 whether or not VIAVI will be able to raise capital through the sale of its securities, the final terms of the proposed offering, market and other conditions, and the satisfaction of customary closing conditions related to the proposed offering. There can be no assurance that VIAVI will be able to complete the proposed 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 proposed 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 proposed offering to be filed with the SEC on or about the date hereof. 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Viavi (NASDAQ: VIAV) announce about its May 2026 stock offering?

Viavi announced a proposed underwritten public offering of approximately $500 million of common stock. According to VIAVI, all shares will be sold by the company, with proceeds mainly used to repay existing Term Loan B debt.

How much capital does Viavi aim to raise in the proposed VIAV common stock offering?

Viavi plans to offer approximately $500 million of its common stock, subject to market and other conditions. According to VIAVI, underwriters may also purchase up to an additional 15% of shares through a 30-day option.

How will Viavi use the proceeds from the proposed VIAV stock sale?

Viavi intends to use net proceeds to repay $450 million aggregate principal of its Term Loan B. According to VIAVI, any excess will fund working capital or other general corporate purposes, improving financial flexibility.

What is the underwriters’ 30-day option in Viavi’s May 2026 offering?

Underwriters receive a 30-day option to buy up to an additional 15% of the offered common shares. According to VIAVI, these extra shares would be purchased at the offering price, less underwriting discounts and commissions.

Who are the joint book-running managers for the Viavi (VIAV) stock offering?

Stifel and Needham & Company are joint book-running managers, with UBS Investment Bank also acting as a bookrunner. According to VIAVI, these firms will manage the underwriting and distribution of the proposed common stock offering.

Is Viavi’s proposed common stock offering guaranteed to be completed?

The offering is not guaranteed to be completed; timing, size and terms remain uncertain. According to VIAVI, the transaction is subject to market and other conditions, and there can be no assurance it will close.