Vistance Networks (NASDAQ: VISN) declares $10 one-time special cash payout
Rhea-AI Filing Summary
Vistance Networks, Inc. is making a one-time special cash distribution of $10.00 per share to its stockholders. The payment will be made on April 27, 2026 to shareholders of record as of the close of business on April 17, 2026.
The company will fund this Special Distribution using cash on hand, including proceeds from the January 9, 2026 sale of its Connectivity and Cable Solutions business to Amphenol Corporation. Vistance currently expects the distribution to be treated for U.S. federal income tax purposes first as a return of capital up to each holder’s tax basis, and thereafter as capital gain, with any portion attributable to earnings and profits treated as a dividend. Within forty-five days after the payment, the company plans to file and post IRS Form 8937 outlining the tax characterization.
Positive
- One-time $10.00 per share cash return to shareholders, funded from cash on hand and proceeds of the Connectivity and Cable Solutions business sale.
Negative
- None.
Insights
Vistance is returning a significant cash amount to shareholders via a $10 per share special payout.
Vistance Networks is distributing $10.00 per share as a one-time special cash distribution, funded from cash on hand and proceeds from the sale of its Connectivity and Cable Solutions business completed on January 9, 2026.
The company notes volatility in debt markets and emphasizes it did not add leverage to fund this payout, implying a preference to keep the remaining business unlevered. The economic impact depends on the total shares outstanding, which are not detailed here.
For U.S. shareholders, management currently expects most or all of the Special Distribution to be treated as a return of capital and then capital gain, with any portion tied to earnings and profits treated as a dividend. Final characterization will be detailed in an IRS Form 8937 within forty-five days after the April 27, 2026 payment.
8-K Event Classification
Key Figures
Key Terms
Special Distribution financial
return of capital financial
earnings and profits financial
capital gain financial
IRS Form 8937 regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
|
||
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code:
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On April 7, 2026, Vistance Networks, Inc. (the “Company”) announced in a press release that its Board of Directors has declared the payment of a one-time special cash distribution (the “Special Distribution”). The Special Distribution of $10.00 per share will be paid on April 27, 2026, to stockholders of record of the Company at the close of business on April 17, 2026. A copy of the press release announcing the Special Distribution is attached hereto as Exhibit 99.1.
U.S. Federal Tax Treatment of the Special Distribution
The Company does not believe it has a meaningful amount of current and accumulated “earnings and profits.” As such, the Company currently expects that, for U.S. federal income tax purposes, the Special Distribution will be treated, first, as a return of capital to shareholders to the extent of their tax basis in their Company stock, and, thereafter, as capital gain from the sale or exchange of Company stock.
The expected tax treatment of the Special Distribution is based upon currently available information and is subject to change. To the extent the Company has current or accumulated earnings and profits, as determined under U.S. federal income tax principles, the Special Distribution will be treated as a dividend.
Within forty-five days following the Special Distribution, the Company will prepare and file in accordance with Treasury Regulations (including by posting a copy on the investor relations section of its website) an IRS Form 8937 reflecting the tax treatment of the Special Distribution, which may be based on available estimates and updated following a final determination.
The information set forth above is provided only for general use and does not constitute a complete description of all of the U.S. federal or other tax consequences of the Special Distribution. Shareholders should consult their own tax advisors concerning such consequences.
Item 9.01. Financial Statements and Exhibits.
Exhibit. |
|
Description. |
99.1 |
|
Vistance Networks, Inc. press release, dated April 7, 2026 |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 7, 2026 |
|
|
Vistance Networks, Inc. |
|
|
|
|
|
|
|
|
By: |
/s/ Kyle D. Lorentzen |
|
|
|
|
Name: |
Kyle D. Lorentzen |
|
|
|
Title: |
Executive Vice President and |
|
|
|
|
Chief Financial Officer |
|
|
|
|
|
Vistance Networks Board Approves Special Distribution
Richardson, TX, April 7, 2026 – Vistance Networks (NASDAQ: VISN) (“Vistance” or the “Company”), a global provider of intelligent network solutions, today announced its Board of Directors (the “Board”) declared a special cash distribution of $10.00 per share, payable on April 27, 2026 to holders of record of its common stock as of the close of business on April 17, 2026.
The Company will fund the payment of the distribution with cash on hand including cash proceeds received in connection with the sale of its Connectivity and Cable Solutions business to Amphenol Corporation on January 9, 2026.
Given the current volatility in the debt markets, the Company used only cash on hand for the dividend rather than adding leverage to the remaining business.
—END—
Vistance Networks, Aurora Networks, Ruckus Networks and their logos are trademarks of Vistance Networks, Inc. and/or its affiliates in the U.S. and other countries. For additional trademark information see https://www.vistancenetworks.com. All other product names, trademarks and registered trademarks are property of their respective owners.
About Vistance Networks:
Vistance Networks (NASDAQ: VISN) shapes the future of communications technology, pushing past what is possible. We deliver solutions that bring reliability and performance to a world always in motion. Our global team of innovators and employees are trusted advisors who listen to customers first, then deliver value. Discover more at www.vistancenetworks.com.
Follow us on LinkedIn.
Financial Contact:
Jenny Thompson
Jenny.Thompson@vistancenetworks.com
This press release includes forward-looking statements that are based on information currently available to management, management’s beliefs, as well as on a number of assumptions concerning future events. Forward-looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors, which could cause the actual results to differ materially from those currently expected. In providing forward-looking statements, the company does not intend, and is not undertaking any obligation or duty, to update these statements as a result of new information, future events or otherwise.
Source: Vistance Networks