Viavi Solutions Inc SEC Filings

Viavi Solutions Inc. agreed to issue $250 million aggregate principal amount of 0.625% Senior Convertible Notes due 2031, consisting of approximately $100.9 million of New Notes exchanged for about $97.5 million principal amount of its existing 1.625% Senior Convertible Notes due 2026 and approximately $149.1 million of New Notes sold for cash. After the Exchange Transactions, approximately $152.5 million principal amount of the 2026 Notes will remain outstanding.

The company expects to use net proceeds from the Subscription Transactions to repay a portion of the 2026 Notes upon maturity and expects the Transactions to close on or about August 20, 2025. In connection with the issuance of the New Notes, the company expects to repurchase approximately $30 million of common stock at $11.03 per share and the placement agent intends to purchase about $25 million of shares at a 5% discount to that price. Forms of the agreements and a press release are filed as exhibits.

Viavi Solutions Inc. filed an automatic shelf registration (Form S-3) dated August 11, 2025 that permits the company and selling security holders to offer from time to time a variety of securities including common stock, preferred stock, depositary shares, debt securities, warrants, purchase contracts, rights, and units. The prospectus states offerings will be made in one or more series and that specific terms will be provided in prospectus supplements. The company noted its common stock trades on Nasdaq under VIAV and closed at $10.93 per share on August 8, 2025.

Corporate details in the prospectus include headquarters in Chandler, Arizona, and authorized capital of 1,001,000,000 shares (1,000,000,000 common; 1,000,000 preferred). The board may designate and issue preferred stock without further stockholder action. Use of proceeds is described as for general corporate purposes with no specific planned uses; management will have broad discretion. The filing incorporates risk factors and discloses anti-takeover and indemnification provisions in the certificate of incorporation and bylaws.

Viavi Solutions Inc. provides network test, monitoring and assurance solutions and optical security and performance products across two reportable segments: Network and Service Enablement (NSE) and Optical Security and Performance Products (OSP), with segment reporting realigned effective March 30, 2025. NSE serves telecom, cloud, enterprise and defense markets; OSP supplies anti-counterfeiting pigments and 3D sensing optics used on banknotes in more than 100 countries.

Key facts disclosed include an aggregate market value of approximately $2.2 billion (Dec 28, 2024), 223,245,915 shares outstanding (July 26, 2025), ~3,600 employees, ~1,085 U.S. patents and 2,075 foreign patents with 1,164 pending, a TRIR of 0.08, a fiscal-2024 grant of $21.7 million over three years, manufacturing in China, France, Germany, the U.K. and the U.S., and contract manufacturers in China and Thailand. The company completed the Inertial Labs acquisition in January 2025 and disclosed a proposed acquisition of Spirent business lines (estimated close by end of Sept 2025, subject to customary conditions). Material risks highlighted include customer concentration (including a strategic alliance with SICPA), geopolitical and trade disruptions, supply-chain concentration, rapid technological change, cybersecurity threats, restructuring actions and increased leverage from issued notes (including convertible and senior notes).

Form 4 filing for Viavi Solutions Inc. (VIAV) dated 08/01/2025 shows director Richard Belluzzo sold 8,385 common shares under a pre-arranged Rule 10b5-1 trading plan. The weighted-average sale price was $9.72, with trades executed between $9.62 and $9.90. Following the sale, Belluzzo directly owns 233,926 VIAV shares. No derivative security transactions were reported. The filing indicates routine insider portfolio management rather than a strategic corporate event and does not alter Belluzzo’s board role or the company’s capital structure.