Viavi Solutions (VIAV) exchanges $103.463 million of 2026 converts for 7.9M shares

Rhea-AI Filing Summary

Viavi Solutions Inc. entered into privately negotiated agreements to exchange $103.463 million aggregate principal amount of its 1.625% Convertible Senior Notes due 2026 for 7,871,043 shares of common stock at $17.88 per share with certain institutional holders. The exchange is expected to close on or about December 22, 2025, leaving approximately $49.037 million principal amount of these notes outstanding.

The company will not receive cash proceeds, because noteholders are swapping existing debt for equity. The shares issued in the exchange are expected to be offered in reliance on the Section 4(a)(2) exemption from registration under the Securities Act, based in part on representations made by the participating holders.

Insights

Capital structure and credit analyst

Viavi exchanges part of its 2026 convertible notes for equity, cutting debt but adding shares.

Viavi Solutions Inc. agreed to exchange $103.463 million principal of its 1.625% Convertible Senior Notes due 2026 for 7,871,043 common shares at $17.88 per share. After this transaction, about $49.037 million of these notes will remain outstanding, meaning a substantial portion of this series shifts from debt into equity.

This swap reduces future interest obligations on the exchanged notes while increasing the number of common shares outstanding, which can dilute existing shareholders. The company is not paying cash, so the transaction changes the mix of debt and equity rather than its immediate cash balance.

The exchange is expected to close on or about December 22, 2025, subject to customary conditions. The new shares will be issued in a private placement relying on the Section 4(a)(2) exemption, limited to institutional accredited investors and qualified institutional buyers that participated in the original notes.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

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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): December 15, 2025

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)	(IRS 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 1.01 Entry into a Material Definitive Agreement.

On December 15, 2025, Viavi Solutions Inc. (the “Company”) entered into separate, privately negotiated agreements (the “Exchange Agreements”) with a limited number of existing holders (the “Transaction Participants”) of the Company’s currently outstanding 1.625% Convertible Senior Notes due 2026 (the “2026 Notes”). The Transaction Participants are institutional “accredited investors” (within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), and “qualified institutional buyers” (as defined in Rule 144A under the Securities Act).

Pursuant to the Exchange Agreements, the Company has agreed to exchange $103.463 million aggregate principal amount of 2026 Notes held by the Transaction Participants for an aggregate of 7,871,043 shares (“Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock,” and such exchange, the “Exchange”) at a price per share of $17.88.

The Exchange is expected to close on or about December 22, 2025, subject to customary closing conditions. Immediately following the Exchange, approximately $49.037 million in aggregate principal amount of the 2026 Notes will remain outstanding. The Company will not receive any cash proceeds from the Exchange.

The Shares are expected to be issued to the Transaction Participants in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company is relying on this exemption from registration based in part on representations made by the Transaction Participants in the Exchange Agreements.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Exchange Agreement.
99.1		Press Release issued on December 16, 2025.
104		Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.

Signature

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.

	VIAVI SOLUTIONS INC.
	By:		/s/ Ilan Daskal
	Name:		Ilan Daskal
	Title:		Chief Financial Officer
			(Duly Authorized Officer and Principal Financial and Accounting Officer)
December 16, 2025

FAQ

What capital transaction did Viavi Solutions (VIAV) disclose in this report?

Viavi Solutions disclosed that it entered into privately negotiated exchange agreements to swap $103.463 million principal amount of its 1.625% Convertible Senior Notes due 2026 for 7,871,043 shares of common stock at $17.88 per share.

How many of Viavi Solutions' 1.625% Convertible Senior Notes due 2026 will remain outstanding after the exchange?

Immediately following the exchange, approximately $49.037 million in aggregate principal amount of Viavi Solutions' 1.625% Convertible Senior Notes due 2026 will remain outstanding.

Will Viavi Solutions (VIAV) receive any cash from this exchange of convertible notes?

No. Viavi Solutions will not receive any cash proceeds from the exchange because holders are trading existing notes for newly issued shares of common stock.

When is the Viavi Solutions convertible notes exchange expected to close?

The exchange of the 1.625% Convertible Senior Notes due 2026 for common stock is expected to close on or about December 22, 2025, subject to customary closing conditions.

Who are the participants in Viavi Solutions' exchange of 2026 convertible notes?

The participants are a limited number of existing noteholders that are institutional accredited investors under Regulation D and qualified institutional buyers under Rule 144A.

Under what securities law exemption will Viavi Solutions issue the new common shares?

The common shares issued in the exchange are expected to rely on the Section 4(a)(2) exemption from registration under the Securities Act, based in part on representations made by the participating holders.

What is the agreed price per share in Viavi Solutions' convertible note exchange?

The 1.625% Convertible Senior Notes due 2026 will be exchanged for common stock at a price of $17.88 per share, resulting in the issuance of 7,871,043 shares.