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KRAUSE L WILLIAM reported acquisition or exercise transactions in this Form 4 filing.
Vistance Networks, Inc. director L. William Krause received an equity award in the form of 16,807 shares of common stock, reported as restricted stock units granted at a price of $0.00 per share. This grant increased his direct holdings to 376,807 shares of common stock.
The restricted stock units vest on the earlier of May 7, 2027 or the date of the company’s 2027 annual stockholders’ meeting, provided he remains on the Board of Directors through that date. This reflects routine non-employee director compensation rather than an open-market purchase.
GRAY STEPHEN C reported acquisition or exercise transactions in this Form 4 filing.
Vistance Networks director Stephen C. Gray received an award of 16,807 shares of common stock, reported at a price of $0.00 per share, increasing his direct holdings to 177,555 shares. A footnote explains these are restricted stock units that vest on the earlier of May 7, 2027 or the company’s 2027 annual stockholders’ meeting, subject to his continued Board service.
Vistance Networks, Inc. held its annual stockholder meeting on May 7, 2026, with 225,462,860 common shares eligible to vote. Stockholders re‑elected eight directors for terms ending at the 2027 annual meeting and approved all five proxy proposals.
Investors gave non-binding approval to the compensation of named executive officers and chose annual future say‑on‑pay votes. They also approved additional shares under the 2019 Long‑Term Incentive Plan and ratified Ernst & Young LLP as independent registered public accounting firm for the 2026 fiscal year.
Vistance Networks, Inc. entered into a Purchase Agreement to sell its RUCKUS reporting segment to Belden Inc. for $1.846 billion in cash on a cash-free, debt-free basis, subject to customary adjustments.
Closing is expected in the second half of 2026, after regulatory and other conditions are met and specified carveout financial statements are delivered. The agreement includes employee protections for 12 months, a three-year noncompete and non-solicitation by Vistance regarding the divested business, and mutual indemnities for defined liabilities and tax matters. At closing, the parties will also sign an Intellectual Property Matters Agreement and a Transition Services Agreement covering ownership, cross-licenses of key intellectual property and short-term support services.
Vistance Networks reported Q1 2026 net income of $5.5 billion, driven mainly by a $7.0 billion gain on the sale of its CCS segment, which is classified in discontinued operations. Net sales from continuing operations rose 21.6% to $471.8 million, with both RUCKUS and Aurora contributing growth.
Operating income improved to $23.7 million from a loss, and non‑GAAP adjusted EBITDA increased to $87.3 million. The company used divestiture proceeds to repay $7.3 billion of debt, ending the quarter with $2.5 billion of cash and no long‑term debt. Subsequent to quarter‑end, it declared a $10.00 per‑share special cash distribution, authorized a $100 million share repurchase program, arranged a new $300 million asset‑based revolver, and agreed to sell its RUCKUS segment to Belden for $1.846 billion in cash.
Vistance Networks reported strong first quarter 2026 results while continuing a major portfolio reshaping. Net sales rose to $471.8 million, up 21.6% from $388.1 million, driven by double‑digit growth in both the Aurora and RUCKUS segments. Non‑GAAP adjusted EBITDA increased to $87.3 million, an 85.0% year‑over‑year rise, and non‑GAAP adjusted diluted EPS climbed to $0.34 from $0.11.
GAAP income from continuing operations was $231.7 million, down from $341.1 million, while total net income surged to $5,508.0 million, largely reflecting a substantial gain on discontinued operations following the CCS segment sale. The company used approximately $10 billion of CCS sale proceeds to eliminate all long‑term debt and redeem its Series A convertible preferred stock, then paid a $10 per share special distribution on April 27, 2026.
The company signed a definitive agreement to sell its RUCKUS Networks business to Belden for $1.846 billion in cash and is refocusing on the Aurora business, which grew revenue 32.6% and adjusted EBITDA 31.7% year‑over‑year. Management expects Aurora to deliver between $225 million and $250 million of adjusted EBITDA in 2026. Vistance ended the quarter with $2,510.0 million in cash and cash equivalents and announced a new $100 million share repurchase authorization, replacing a prior $50 million program, providing additional flexibility to return capital, although first‑quarter operating cash flow was negative $226.6 million and free cash flow was negative $228.8 million.
Vistance Networks has entered into a definitive agreement to sell its RUCKUS Networks business to Belden Inc. for $1.846 billion in cash, payable at closing. The transaction is expected to close in the second half of 2026, subject to customary closing conditions and regulatory approvals.
Vistance expects net proceeds of about $1.7 billion after taxes and transaction expenses and plans to return a significant portion of excess cash to shareholders via a special distribution within 60 days after closing, with the exact amount and timing to be set by the Board. Management states the deal will let the company focus on its Aurora Networks business and continue investing in next-generation technology. A conference call will discuss the transaction and first quarter 2026 results.
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.
The Vanguard Group filed Amendment No. 11 to a Schedule 13G/A reporting 0 shares (0%) beneficial ownership of Vistance Networks Inc Common Stock. The filing explains an internal realignment that disaggregated certain subsidiaries' holdings in accordance with SEC Release No. 34-39538, and states those subsidiaries will report separately. The amendment is signed by Ashley Grim, Head of Global Fund Administration, dated 03/27/2026.