Viavi Solutions raises $557.2M in stock sale

Viavi Solutions Inc. entered into an underwriting agreement for a public stock offering of 11,111,111 common shares at $45.00 per share, with underwriters exercising a 30‑day option to buy an additional 1,666,666 shares in full.

Rhea-AI Filing Summary

Viavi Solutions Inc. entered into an underwriting agreement for a public stock offering of 11,111,111 common shares at $45.00 per share, with underwriters exercising a 30‑day option to buy an additional 1,666,666 shares in full. The company expects approximately $557.2 million in net proceeds, and currently plans to use this to repay $450 million outstanding under a 7‑year term loan facility entered in March 2025, with any remaining funds for working capital and general corporate purposes. Viavi, its executives and directors agreed to customary 60‑day lock‑up arrangements that limit additional share sales.

Positive

• Debt reduction using equity proceeds: Viavi plans to use $450 million of the approximately $557.2 million net equity proceeds to repay its 7‑year term loan facility, which can materially lower financial leverage.
• Enhanced liquidity and flexibility: Remaining net proceeds, after debt repayment, are earmarked for working capital and other general corporate purposes, increasing available cash resources.

Negative

• Equity dilution for existing shareholders: The issuance of 11,111,111 common shares plus 1,666,666 additional shares under the fully exercised option increases the share count and dilutes existing owners’ percentage stakes.

Insights

Capital markets analyst

Viavi raises equity to retire term debt and strengthen its balance sheet.

Viavi Solutions is issuing 11,111,111 common shares at $45.00 each, plus 1,666,666 additional shares via an underwriters’ option that was fully exercised. Net proceeds are about $557.2 million, after underwriting fees and estimated expenses.

The company currently intends to use $450 million of the proceeds to repay a 7‑year term loan facility entered in March 2025, with remaining funds for working capital and other general corporate purposes. This shifts part of its capital structure from debt to equity.

The offering was conducted off an automatic shelf registration, with customary underwriting terms, indemnities and 60‑day lock‑up agreements for the company and key insiders. Subsequent filings may provide more detail on post‑offering leverage and cash levels.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Primary shares offered: 11,111,111 shares Underwriters’ option shares: 1,666,666 shares Offering price: $45.00 per share +4 more

7 metrics

Primary shares offered 11,111,111 shares Common stock sold in public offering

Underwriters’ option shares 1,666,666 shares 30-day option, exercised in full

Offering price $45.00 per share Public offering price for common stock

Net proceeds $557.2 million After underwriting discounts and estimated expenses

Term loan repayment $450 million Aggregate principal amount of 7-year term loan facility

Lock-up period 60 days Restrictions on sales by company, executives, directors

Form S-3 file number 333-289490 Automatic shelf registration used for the offering

Key Terms

Underwriting Agreement, automatic shelf registration statement, lock-up, prospectus supplement, +1 more

5 terms

Underwriting Agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with Stifel..."

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

automatic shelf registration statement regulatory

"The Offering was made pursuant to an automatic shelf registration statement on Form S-3..."

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

lock-up financial

"executive officers and directors have entered into customary “lock-up” arrangements..."

A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.

prospectus supplement regulatory

"A final prospectus supplement dated May 19, 2026 relating to and describing the terms..."

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.

term loan facility financial

"repay the $450 million aggregate principal amount of the Company’s 7-year term loan facility..."

A term loan facility is a type of loan provided by a lender that is repaid over a set period of time, usually with fixed payments. It functions like a large, upfront loan that a borrower agrees to pay back gradually, often used to fund major investments or projects. For investors, understanding a company's use of such loans helps assess its financial stability and risk level.

FAQ

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

What equity offering did Viavi Solutions (VIAV) announce in this 8-K?

Viavi Solutions launched a public offering of 11,111,111 common shares at $45.00 per share, plus an underwriters’ option for 1,666,666 additional shares. The underwriters exercised this option in full, increasing the total shares sold in the transaction.

How much cash will Viavi Solutions (VIAV) receive from the stock offering?

Viavi expects approximately $557.2 million in net proceeds from the offering. This figure includes proceeds from the fully exercised underwriters’ option, after deducting underwriting discounts, commissions, and estimated offering expenses payable by the company.

How will Viavi Solutions (VIAV) use the net proceeds from this offering?

Viavi currently intends to use $450 million of the net proceeds to repay its 7‑year term loan facility entered in March 2025. Any excess net proceeds are expected to fund working capital or other general corporate purposes, improving financial flexibility.

What are the key terms of Viavi Solutions’ underwriting agreement for this offering?

The underwriting agreement includes customary representations, warranties, closing conditions and indemnification obligations for Viavi and the underwriters. It also provides a 30‑day option to purchase 1,666,666 additional shares, which was fully exercised, and standard termination provisions for the parties.

Are Viavi Solutions’ executives subject to a lock-up period after this equity raise?

Yes. Under the underwriting agreement, Viavi and its executive officers and directors agreed to customary 60‑day lock‑up arrangements. These generally restrict sales, transfers, or other dispositions of company securities during that period, subject to certain specified exceptions.

Under what registration statement was the Viavi Solutions (VIAV) offering conducted?

The offering was made under an automatic shelf registration statement on Form S-3, File No. 333-289490. This registration was filed with the SEC on August 11, 2025 and became automatically effective, allowing the company to issue the registered securities.

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

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Accepted by SEC EDGAR 05/21/2026 - 08:00 AM Learn about SEC filing dates

false000091209300009120932026-05-192026-05-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 19, 2026

VIAVI SOLUTIONS INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-22874	94-2579683
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification Number)

1445 South Spectrum Blvd, Suite 102, Chandler, Arizona 85286

(Address of principal executive offices and Zip Code)

 (408) 404-3600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of the exchange on which registered
Common Stock, par value of $0.001 per share		VIAV		The Nasdaq Stock Market LLC

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:

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 8.01 Other Events.

Underwriting Agreement

On May 19, 2026, Viavi Solutions Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Needham & Company, LLC (“Needham & Company”), as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the public offering, issuance and sale (the “Offering”) of 11,111,111 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a public offering price of $45.00 per share of Common Stock. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase up to an additional 1,666,666 shares of Common Stock at the public offering price, less underwriting discounts and commissions (the “Option”), which the Underwriters exercised in full on May 20, 2026.

The net proceeds to the Company from the Offering are approximately $557.2 million, which includes the proceeds from the exercise of the Option, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company currently intends to use the net proceeds from the Offering to repay the $450 million aggregate principal amount of the Company’s 7-year term loan facility entered into in March 2025. Any excess net proceeds are expected to be used for working capital or for other general corporate purposes.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement. In addition, pursuant to the terms of the Underwriting Agreement, the Company and its executive officers and directors have entered into customary “lock-up” arrangements with Stifel and Needham & Company, which generally prohibit the sale, transfer or other disposition of securities of the Company for a 60-day period, subject to certain exceptions. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated by reference herein, and the description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

The Offering was made pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-289490), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 11, 2025 and was automatically effective upon filing. A final prospectus supplement dated May 19, 2026 relating to and describing the terms of the Offering was filed with the SEC on May 20, 2026. A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the shares of Common Stock issued in the Offering is filed herewith as Exhibit 5.1.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
1.1	Underwriting Agreement, dated as of May 19, 2026, by and among Viavi Solutions Inc., Stifel, Nicolaus & Company, Incorporated and Needham & Company, LLC.
5.1	Opinion of Gibson, Dunn & Crutcher LLP.
23.1	Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VIAVI SOLUTIONS INC.
Date: May 21, 2026	By:	/s/ Ilan Daskal
		Ilan Daskal
		Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 242.1 KB
• EX-5.1 EXHIBIT 5.1 10.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB