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  4. [8-K] VIAVI SOLUTIONS INC. Reports Material Event

VIAVI Solutions authorizes up to $500M buyback

The board authorized up to $500 million in common-stock repurchases alongside the quarter's preliminary financial results.

Available on EDGAR Accepted by SEC EDGAR
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(High)
Filing Sentiment

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Form Type
8-K

Rhea-AI Filing Summary

VIAVI Solutions Inc. reported preliminary fiscal first-quarter 2027 results for the quarter ended October 3, 2026, with net revenue of $469.3 million, up 56.9% year over year from $299.1 million. Network and Service Enablement revenue was $376.1 million, up 74.1%; Optical Security and Performance Products revenue was $93.2 million, up 12.2%. GAAP net income was $76.0 million, versus a $21.4 million loss a year earlier, and GAAP operating margin was 17.4%, versus 2.5%. Non-GAAP net income was $125.8 million and non-GAAP operating margin was 29.0%, compared with $34.7 million and 16.3%, respectively.

For fiscal Q2 ending January 2, 2027, VIAVI expects revenue of $505 million to $515 million and non-GAAP EPS of $0.50 to $0.52. The results are preliminary and subject to adjustments before the company files its Form 10-Q. On November 1, 2026, the board authorized repurchases of up to $500 million of common stock; the company is not obligated to repurchase a particular amount. It may use open-market purchases, a 10b5-1 plan, accelerated stock repurchases, privately negotiated transactions, or other available methods in accordance with applicable legal requirements. The prior 2022 plan had approximately $18.4 million remaining.

2 points · 0 major

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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0 major · 0 points

How the balance works

Positive

  • Moderate pointNet revenue reached $469.3 million, up 56.9% year over year.
  • Moderate pointGAAP net income was $76.0 million, versus a $21.4 million prior-year loss.

Negative

  • None.

Filing Explained

VIAVI's reported quarter-end cash-related balance was below the reported net carrying value of its two note issues.

The filing adds preliminary quarter-end balance-sheet figures as context for the November 1 repurchase authorization; that authorization allows purchases but does not commit VIAVI to any particular amount. As of October 3, 2026, VIAVI reported $535.3 million in cash, short-term investments and short-term restricted cash, and $642.5 million in total net carrying value for its two note issues.

The second-quarter non-GAAP EPS outlook is not reconciled to GAAP: VIAVI says it cannot meaningfully or accurately estimate certain reconciling items without unreasonable effort, and those unavailable items could have an unpredictable, potentially significant effect on GAAP results.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
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.
Net revenue $469.3 million Fiscal Q1 2027; up 56.9% year over year from $299.1 million
GAAP net income $76.0 million Fiscal Q1 2027; compared with a $21.4 million loss a year earlier
GAAP operating margin 17.4% Fiscal Q1 2027; up 1,490 basis points year over year
Non-GAAP net income $125.8 million Fiscal Q1 2027; up 262.5% year over year from $34.7 million
Non-GAAP diluted EPS $0.47 Fiscal Q1 2027; up 213.3% year over year from $0.15
Fiscal Q2 net revenue outlook $505 million to $515 million Quarter ending January 2, 2027
Fiscal Q2 non-GAAP EPS outlook $0.50 to $0.52 Quarter ending January 2, 2027
Common-stock repurchase authorization Up to $500 million New program authorized November 1, 2026
non-GAAP EPS financial
"non-GAAP EPS of $0.50 to $0.52"
Non-GAAP EPS is a measure of a company's profit per share that excludes certain expenses or income items that are included in standard accounting reports. It is used by investors to get a clearer picture of the company's core performance, much like removing one-time costs from a personal budget to see regular spending habits. This adjusted figure helps investors compare companies more consistently and understand their ongoing profitability.
Adjusted EBITDA financial
"RECONCILIATION OF GAAP MEASURES FROM CONTINUING OPERATIONS TO ADJUSTED EBITDA"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
10b5-1 plan financial
"implementation of a 10b5-1 plan"
A 10b5-1 plan is a pre-arranged strategy that allows company insiders to buy or sell their shares at predetermined times and prices, even while they are aware of confidential information. It acts like a scheduled appointment for trading, helping ensure transactions happen transparently and legally, which can reassure investors that trades are not based on insider knowledge.
contingent consideration financial
"Change in fair value of contingent consideration"
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
Net revenue $469.3 million Up 56.9% year over year
GAAP net income $76.0 million Compared with a net loss of $21.4 million a year earlier
GAAP operating margin 17.4% Up 1,490 basis points year over year
Non-GAAP net income $125.8 million Up 262.5% year over year
Non-GAAP diluted EPS $0.47 Up 213.3% year over year
Guidance

For fiscal Q2 ending January 2, 2027, net revenue is expected to be $505 million to $515 million and non-GAAP EPS is expected to be $0.50 to $0.52.

FAQ

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

What were VIAV's fiscal first-quarter 2027 results?
VIAVI reported preliminary net revenue of $469.3 million, up 56.9% year over year. GAAP net income was $76.0 million, and diluted GAAP EPS was $0.29; non-GAAP net income was $125.8 million and diluted non-GAAP EPS was $0.47.

What were VIAV's segment revenues in fiscal Q1 2027?
Network and Service Enablement revenue was $376.1 million, up 74.1% year over year from $216.0 million. Optical Security and Performance Products revenue was $93.2 million, up 12.2% from $83.1 million.

How does VIAV's new repurchase authorization compare with its 2022 plan?
The new program authorizes up to $500 million in common-stock repurchases, in addition to the $300 million previously authorized under the 2022 Repurchase Plan. Approximately $18.4 million remained under that prior plan.

Why didn't VIAVI reconcile its fiscal Q2 non-GAAP EPS outlook to GAAP?
VIAVI said it could not provide a meaningful or accurate estimate of certain reconciling items without unreasonable effort. These include certain restructuring, acquisition, integration and related charges, which could have an unpredictable and potentially significant impact on future GAAP results.

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

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0000912093false00009120932026-11-042026-11-04


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): November 4, 2026
VIAVI SOLUTIONS INC.
(Exact name of Registrant as specified in its charter)
 
Delaware000-2287494-2579683
(State or other jurisdiction
of incorporation or organization)		(Commission file number)(I.R.S. Employer
Identification Number)
1445 South Spectrum Blvd, Suite 102Chandler,Arizona85286
(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 classTrading SymbolName of the exchange on which registered
Common Stock, par value of $0.001 per shareVIAVThe 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 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 2.02. Results of Operations and Financial Condition.
On November 4, 2026, Viavi Solutions Inc. (the “Company”) reported its preliminary results for its fiscal first quarter ended October 3, 2026. A copy of the Company’s press release is furnished herewith and attached hereto as Exhibit 99.1. 
The information in Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

On November 1, 2026, the Board of Directors authorized a new common stock repurchase program that will allow the Company to repurchase up to $500 million of the Company’s common stock. This authorization is in addition to the $300 million previously authorized by the Board of Directors under the 2022 Repurchase Plan, which has approximately $18.4 million remaining. Under the new repurchase program, the Company may purchase shares of common stock from time to time through a variety of methods, which may include but are not limited to open market purchases, the implementation of a 10b5-1 plan, accelerated stock repurchases, privately negotiated transactions and/or any other available methods in accordance with Securities and Exchange Commission and other applicable legal requirements. The Company is not obligated to repurchase any particular amount of common stock, and the repurchase program will remain in effect until the amount authorized has been fully repurchased or until the Company suspends or terminates the program.

Item 9.01. Financial Statements and Exhibits.
 
(d)   Exhibits.
 
Exhibit No.Description
99.1
Press release entitled “VIAVI Announces First Quarter Fiscal 2027 Results” dated November 04, 2026.
104Cover 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:Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial and Accounting Officer)
November 4, 2026




Exhibit 99.1
VIAVI Announces First Quarter Fiscal 2027 Results
Chandler, Arizona, November 4, 2026 — VIAVI (NASDAQ: VIAV) today reported results for its fiscal first quarter ended October 3, 2026 with the following highlights.
First Quarter
•Net revenue of $469.3 million, up $170.2 million or 56.9% year-over-year
•GAAP operating margin of 17.4%, up 1,490 bps year-over-year
•Non-GAAP operating margin of 29.0%, up 1,270 bps year-over-year
•GAAP net income of $76.0 million, up $97.4 million or 455.1% year-over-year
•Non-GAAP net income of $125.8 million, up $91.1 million or 262.5% year-over-year
•GAAP diluted earnings per share (EPS) of $0.29, up $0.39 or 390.0% year-over-year
•Non-GAAP diluted EPS of $0.47, up $0.32 or 213.3% year-over-year

“Fiscal 2027 is off to a strong start with first quarter performance coming in above the high end of our guidance. We expect our growth momentum to continue driven by the inherent market demand and expanding opportunities in data center and aerospace and defense end markets,” said Oleg Khaykin, VIAVI's President and Chief Executive Officer.

Financial Overview:

The tables below (in millions, except percentage and per share data) provide comparisons of quarterly results to prior periods, including sequential quarterly and year-over-year changes. A full reconciliation between the GAAP and non-GAAP measures included in the tables is contained in this release under the section titled “Use of Non-GAAP (Adjusted) Financial Measures.”

Fiscal First Quarter Ended October 3, 2026
GAAP Results
Q1Q4Q1Change
FY 2027FY 2026FY 2026Q/QY/Y
Net revenue$469.3 $443.1 $299.1 5.9 %56.9 %
Gross margin61.2 %59.1 %56.5 %210 bps470 bps
Operating margin17.4 %13.8 %2.5 %360 bps1,490 bps
Income from operations$81.7 $61.3 $7.6 33.3 %975.0 %
Net income per share0.29 0.13 (0.10)123.1 %390.0 %
Non-GAAP Results
Q1Q4Q1Change
FY 2027FY 2026FY 2026Q/QY/Y
Gross margin64.4 %62.3 %60.1 %210 bps430 bps
Operating margin29.0 %24.0 %16.3 %500 bps1,270 bps
Income from operations$136.1 $106.4 $48.7 27.9 %179.5 %
Earnings per share 0.47 0.34 0.15 38.2 %213.3 %
Net Revenue by Segment
Q1Q4Q1Change
FY 2027FY 2026FY 2026Q/QY/Y
Network and Service Enablement$376.1 $353.9 $216.0 6.3 %74.1 %
Optical Security and Performance Products93.2 89.2 83.1 4.5 %12.2 %
Total$469.3 $443.1 $299.1 5.9 %56.9 %


1



•Americas, Asia-Pacific and EMEA customers represented 43.9%, 34.7% and 21.4%, respectively, of total net revenue for the fiscal first quarter ended October 3, 2026.

•As of October 3, 2026, the Company held $535.3 million in total cash, short-term investments and short-term restricted cash.

•As of October 3, 2026, the Company had $250.0 million aggregate principal amount of 0.625% Senior Convertible Notes and $400.0 million aggregate principal amount of 3.75% Senior Notes with a total net carrying value of $642.5 million.

•During the fiscal first quarter ended October 3, 2026, the Company generated $104.7 million of cash flows from operations.

Share Repurchase Plan

On November 1, 2026, the Board of Directors authorized a new common stock repurchase program that will allow the Company to repurchase up to $500 million of the Company’s common stock. This authorization is in addition to the $300 million previously authorized by the Board of Directors under the 2022 Repurchase Plan, which has approximately $18.4 million remaining. Under the new repurchase program, the Company may purchase shares of common stock from time to time through a variety of methods, which may include but are not limited to open market purchases, the implementation of a 10b5-1 plan, accelerated stock repurchases, privately negotiated transactions and/or any other available methods in accordance with Securities and Exchange Commission and other applicable legal requirements. The Company is not obligated to repurchase any particular amount of common stock, and the repurchase program will remain in effect until the amount authorized has been fully repurchased or until the Company suspends or terminates the program.

Business Outlook for the Second Quarter of Fiscal 2027

For the second quarter of fiscal 2027 ending January 2, 2027, the Company expects net revenue to be between $505 million to $515 million and non-GAAP EPS to be between $0.50 to $0.52.

With respect to our expectations above, the Company has not reconciled GAAP net income (loss) per share to non-GAAP EPS in this press release because it is unable to provide a meaningful or accurate estimate of certain reconciling items described in the “Use of Non-GAAP (Adjusted) Financial Measures” section below and the information is not available without unreasonable effort as a result of the inherent difficulty of forecasting the timing and/or amounts of certain items, including certain charges related to restructuring, acquisition, integration and related charges. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could have a potentially unpredictable and potentially significant impact on our future GAAP financial results. In addition, the Company believes such reconciliations would imply a degree of precision that may be confusing or misleading to investors.

Conference Call

The Company will discuss these results and other related matters at 1:30 p.m. Pacific Time on November 4, 2026 in a live webcast, which will also be archived for replay on the Company’s website at https://investor.viavisolutions.com. The Company will post supplementary slides outlining the Company’s latest financial results on https://investor.viavisolutions.com under the “Quarterly Results” section concurrently with this earnings press release. This press release is being furnished as a Current Report on Form 8-K with the Securities and Exchange Commission, and will be available at www.sec.gov.
 
About VIAVI Solutions

VIAVI (NASDAQ: VIAV) is a global leader in test and measurement and optical technologies. Our test and measurement, and resilient position, navigation and timing solutions enable and secure critical infrastructure ranging from data center ecosystems and communication networks to military, aerospace, railway and first responder communications. In addition, we develop and advance technologies used in high-volume optical applications across anti-counterfeiting, consumer electronics, aerospace, industrial and automotive end markets.

Learn more about VIAVI at www.viavisolutions.com. Follow us on VIAVI Perspectives, LinkedIn and YouTube.

2


Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include any expectation, anticipation or guidance as to future financial performance, including future revenue, gross margin, operating expense, operating margin, profitability targets, cash flow and other financial metrics, as well as the impact and duration of certain trends and market position and conditions, including market stabilization and recovery. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. In particular, the Company’s ability to predict future financial performance continues to be difficult due to, among other things: (a) continuing general limited visibility across many of our product lines; (b) quarter-over-quarter product mix fluctuations, which can materially impact profitability measures due to the broad gross margin ranges across our portfolio; (c) consolidations in our industry and customer base; (d) competitive pressures; (e) unforeseen changes or deceleration in the demand for current and new products, technologies, services, delays or unforeseen events in the roll-out of new industry platforms or evolving technology such as 3D sensing and customer purchasing delays due to macroeconomic conditions, tightening of expenditures or as they assess or transition to such new technologies and/or architectures, all of which limit near-term demand visibility, and could negatively impact potential revenue; (f) continued decline of average selling prices across our businesses; (g) notable seasonality and a significant level of in-quarter book-and-ship business; (h) various product and manufacturing transfers, site consolidations, product discontinuances and restructuring and workforce reduction plans, including the number of employees impacted by a restructuring plan, the estimated expenses the Company will recognize, the timing of these payments and expenses, and anticipated cost savings associated with such plans; (i) challenges in execution of business strategy; (j) financial projections and growth strategies, including those tied to sustained customer demand and capital expenditure related to the data center ecosystem, continued growth in aerospace and defense, multi-year service provider refresh cycles and longer-term recovery of our Wireless business; (k) expectations regarding profitability of certain business units, synergies, benefits and other matters related to the acquisition of the high-speed ethernet, network security and channel emulation testing business of Spirent Communications plc; (l) challenges integrating the businesses the Company has acquired and realizing all of the expected benefits and savings; (m) supply chain and materials constraints, including component constraints and the ability of our suppliers and contract manufacturers to meet production and delivery requirements to our forecasted demand; (n) potential disruptions or delays to our manufacturing and operations due to climate conditions and natural disasters in the regions where we operate, such as wildfires, drought conditions and related water shortages in Arizona, as well as wildfires in Northern California and related blackouts and power outages in that region; (o) the uncertain and ongoing impact to our supply chain of geopolitical tensions, such as the ongoing conflict between Russia and Ukraine and the instability in the Middle East, evolving global trade and tariff negotiations and the uncertain tariff landscape, sanctions and other trade measures imposed by domestic and foreign governments, adverse actions and escalating tensions with foreign governments, including China, and the possibility of escalation of “trade wars,” cyber-attacks, and retaliatory measures; (p) the impact of infectious disease outbreaks, epidemics, and pandemics on our financial results, revenues, customer demand, business operations and manufacturing and on the business operations of our customers, contract manufacturers and suppliers; and (q) inherent uncertainty related to global markets, including inflationary pressures, recessions, stock price and equity market volatility, tightening monetary policy and liquidity, and the effect of such markets on demand for our products. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. For more information on the risks and uncertainties associated with the Company’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s filings with the Securities and Exchange Commission, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q. The forward-looking statements contained in this press release are made as of the date thereof and the Company assumes no obligation to update such statements. We have not filed our Form 10-Q for the quarter ended October 3, 2026. As a result, all financial results described in this earnings release should be considered preliminary, and are subject to change to reflect any necessary adjustments or changes in accounting estimates, that are identified prior to the time we file the Form 10-Q.
 
3


Contact Information

Investors:
Vibhuti Nayar
408-404-6305
vibhuti.nayar@viavisolutions.com

Press:
Amit Malhotra
202-341-8624
amit.malhotra@viavisolutions.com

The following financial tables are presented in accordance with GAAP, unless otherwise specified.
 
-SELECTED PRELIMINARY FINANCIAL DATA -
4


VIAVI SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
(unaudited)
PRELIMINARY
Three Months Ended
October 3, 2026September 27, 2025
Net revenue$469.3 $299.1 
Cost of revenues169.3 123.2 
Amortization of acquired technologies12.7 6.9 
Gross profit287.3 169.0 
Operating expenses:
Research and development69.5 56.0 
Selling, general and administrative129.5 104.2 
Amortization of other intangibles7.4 1.5 
Restructuring and related benefits(0.8)(0.3)
Total operating expenses205.6 161.4 
Income from operations81.7 7.6 
Interest and other income (expense), net10.3 (2.5)
Interest expense(5.7)(7.4)
 Income (loss) before income taxes and equity investment earnings (losses)86.3 (2.3)
Provision for income taxes11.9 19.0 
Equity investment earnings (losses)1.6 (0.1)
Net income (loss)$76.0 $(21.4)
Net income (loss) per share:
Basic$0.31 $(0.10)
Diluted$0.29 $(0.10)
Shares used in per share calculations:
Basic246.5 222.9 
Diluted266.2 222.9 

The preliminary financial statements are estimated based on our current information.
5


VIAVI SOLUTIONS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, unaudited)
PRELIMINARY
October 3, 2026June 27, 2026
ASSETS
Current assets:
Cash and cash equivalents$526.7 $647.8 
Short-term investments2.1 2.0 
Restricted cash6.5 6.9 
Accounts receivable, net335.0 351.3 
Inventories, net173.8 155.3 
Prepayments and other current assets91.3 93.2 
Total current assets1,135.4 1,256.5 
Property, plant and equipment, net231.1 224.5 
Goodwill, net705.3 700.7 
Intangibles, net371.0 377.6 
Deferred income taxes73.7 74.5 
Other non-current assets72.5 71.8 
Total assets$2,589.0 $2,705.6 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$106.3 $92.2 
Accrued payroll and related expenses89.7 98.4 
Deferred revenue98.1 101.9 
Accrued expenses25.2 27.3 
Short-term debt245.1 244.8 
Other current liabilities122.8 115.9 
Total current liabilities687.2 680.5 
Long-term debt397.4 397.1 
Other non-current liabilities180.1 179.5 
Total liabilities1,264.7 1,257.1 
Total stockholders’ equity1,324.3 1,448.5 
Total liabilities and stockholders’ equity$2,589.0 $2,705.6 

The preliminary financial statements are estimated based on our current information.
6


VIAVI SOLUTIONS INC.
REPORTABLE SEGMENT INFORMATION
(in millions, unaudited)
PRELIMINARY
Three Months Ended October 3, 2026
Network and Service EnablementOptical Security and Performance Products
Other Items (1)
Consolidated GAAP Measures
Net revenue$376.1 $93.2 $— $469.3 
Gross profit$248.8 $53.2 $(14.7)$287.3 
Gross margin66.2 %57.1 %61.2 %
Operating income$95.8 $40.3 $(54.4)$81.7 
Operating margin25.5 %43.2 %17.4 %
Three Months Ended September 27, 2025
Network and Service EnablementOptical Security and Performance Products
Other Items (1)
Consolidated GAAP Measures
Net revenue$216.0 $83.1 $— $299.1 
Gross profit$136.3 $43.6 $(10.9)$169.0 
Gross margin63.1 %52.5 %56.5 %
Operating income$17.8 $30.9 $(41.1)$7.6 
Operating margin8.2 %37.2 %2.5 %

(1) See Reconciliation of GAAP Measures from Continuing Operations to Non-GAAP Measures below for details of Other Items.

The preliminary financial schedules are estimated based on our current information.
7


Use of Non-GAAP (Adjusted) Financial Measures

The Company provides non-GAAP operating income, non-GAAP operating margin, non-GAAP net income and non-GAAP EPS financial measures as supplemental information regarding the Company’s operational performance and believes providing this additional information allows investors to see Company results through the eyes of management, to evaluate more clearly and consistently the Company’s core operational performance and expenses and evaluate the efficacy of the methodology used by management to measure such performance. The Company uses the measures disclosed in this release to evaluate the Company’s historical and prospective financial performance, as well as its performance relative to its competitors. Specifically, management uses these items to further its own understanding of the Company’s core operating performance, which the Company believes represents its performance in the ordinary, ongoing and customary course of its operations. Accordingly, management excludes from core operating performance items such as those relating to certain purchase price accounting adjustments, amortization of acquisition related intangibles, amortization expense related to acquisition related inventory step-up, stock-based compensation, legal settlements, restructuring, changes in fair value of contingent consideration liabilities, certain investing and acquisition related expenses and other activities and income tax expenses or benefits that management believes are not reflective of such ordinary, ongoing and core operating activities. The non-GAAP adjustments are outlined below.

Cost of revenues, costs of research and development and costs of selling, general and administrative: The Company’s GAAP presentation of gross margin and operating expenses may include (i) additional depreciation and amortization from changes in estimated useful life and the write-down of certain property, plant and equipment and intangibles, (ii) charges such as severance, benefits and outplacement costs related to restructuring plans with a specific and defined term, (iii) costs for facilities not required for ongoing operations, and costs related to the relocation of certain equipment from these facilities and/or contract manufacturer facilities, (iv) stock-based compensation, including related employer payroll taxes, (v) amortization expense related to acquired intangibles, (vi) amortization expense related to acquisition related inventory step-up, (vii) changes in fair value of contingent consideration liabilities, (viii) acquisition related transaction and integration costs related to acquired entities, (ix) significant legal settlements and other contingencies and (x) other charges unrelated to our core operating performance comprised mainly of other costs and contingencies unrelated to current and future operations, including transformational initiatives such as the implementation of simplified automated processes, site consolidations, and reorganizations. The Company excludes these items in calculating non-GAAP operating margin, non-GAAP net income and non-GAAP EPS.

Non-cash interest expense and other expense: The Company excludes certain non-cash interest and other expenses, including loss on debt extinguishment, accretion of debt discount, and other non-cash activities that management believes are not reflective of such ordinary, ongoing and core operating activities, when calculating non-GAAP net income and non-GAAP EPS.

Income tax expense or benefit: The Company excludes certain non-cash tax expense or benefit items, such as (i) the utilization of net operating losses (NOLs) where valuation allowances were released, (ii) intra-period tax allocation benefit and (iii) the tax effect for amortization of non-tax deductible intangible assets, in calculating non-GAAP net income and non-GAAP EPS.

Non-GAAP financial measures are not in accordance with, preferable to, or an alternative for, generally accepted accounting principles in the United States. The GAAP measure most directly comparable to non-GAAP operating income is operating income. The GAAP measure most directly comparable to non-GAAP operating margin is operating margin. The GAAP measure most directly comparable to non-GAAP net income is net income. The GAAP measure most directly comparable to non-GAAP EPS is earnings per share.

8


VIAVI SOLUTIONS INC.
RECONCILIATION OF GAAP MEASURES FROM CONTINUING OPERATIONS
TO NON-GAAP MEASURES
(in millions, except per share data)
(unaudited)
PRELIMINARY
The following tables reconcile GAAP measures to non-GAAP measures:
Three Months Ended
October 3, 2026September 27, 2025
Gross ProfitGross MarginGross ProfitGross Margin
GAAP measures $287.3 61.2 %$169.0 56.5 %
Stock-based compensation1.0 0.2 %1.0 0.3 %
Employer payroll tax on employee share-based awards0.9 0.2 %0.3 0.1 %
Other charges unrelated to core operating performance0.1 0.1 %0.1 — %
Amortization of acquisition related inventory step-up— — %2.6 0.9 %
Amortization of intangibles12.7 2.7 %6.9 2.3 %
Total related to Cost of Revenues14.7 3.2 %10.9 3.6 %
Non-GAAP measures $302.0 64.4 %$179.9 60.1 %
Three Months Ended
October 3, 2026September 27, 2025
Operating IncomeOperating MarginOperating IncomeOperating Margin
GAAP measures$81.7 17.4 %$7.6 2.5 %
Stock-based compensation15.9 3.4 %13.4 4.5 %
Employer payroll tax on employee share-based awards5.7 1.2 %1.6 0.5 %
Change in fair value of contingent consideration12.4 2.7 %10.9 3.7 %
Acquisition and integration related charges0.2 — %3.9 1.3 %
Other charges unrelated to core operating performance 0.9 0.2 %0.6 0.2 %
Amortization of acquisition related inventory step-up— — %2.6 0.9 %
Amortization of intangibles20.1 4.3 %8.4 2.8 %
Restructuring and related benefits(0.8)(0.2)%(0.3)(0.1)%
Total related to Cost of Revenues and Operating Expenses54.4 11.6 %41.1 13.8 %
Non-GAAP measures$136.1 29.0 %$48.7 16.3 %
Three Months Ended
October 3, 2026September 27, 2025
Net IncomeDiluted EPSNet (Loss)
Income		Diluted EPS
GAAP measures$76.0 $0.29 $(21.4)$(0.10)
Items reconciling GAAP Net Income (Loss) and EPS to Non-GAAP Net Income and EPS:
Stock-based compensation15.9 0.06 13.4 0.06 
Employer payroll tax on employee share-based awards5.7 0.02 1.6 0.01 
Change in fair value of contingent consideration12.4 0.05 10.9 0.05 
Acquisition and integration related charges0.2 — 3.9 0.02 
Other charges unrelated to core operating performance 0.9 — 0.6 — 
Amortization of acquisition related inventory step-up— — 2.6 0.01 
Amortization of intangibles20.1 0.07 8.4 0.04 
Restructuring and related benefits(0.8)— (0.3)— 
Interest expense and other (income) expense, net(1)
(5.0)(0.02)4.8 0.02 
Provision for income taxes 0.4 — 10.2 0.04 
   Total related to Net Income and EPS49.8 0.18 56.1 0.25 
Non-GAAP measures $125.8 $0.47 $34.7 $0.15 
Shares used in per share calculation for Non-GAAP EPS266.2 227.9 
Note: Certain totals may not add due to rounding.
(1) Included in the three months ended October 3, 2026 is a gain of $5.0 million on proceeds from an insurance settlement. Included in the three months ended September 27, 2025 is a loss of $3.8 million in connection with the extinguishment of certain 1.625% Senior Convertible Notes.

The preliminary financial schedules are estimated based on our current information.
9


VIAVI SOLUTIONS INC.
RECONCILIATION OF GAAP MEASURES FROM CONTINUING OPERATIONS
TO ADJUSTED EBITDA
(in millions, unaudited)
PRELIMINARY
Three Months Ended
October 3, 2026September 27, 2025
GAAP Net income (loss) $76.0 $(21.4)
Interest and other (income) expense , net(1)
(10.3)2.5 
Interest expense5.7 7.4 
Provision for income taxes11.9 19.0 
Equity investment (earnings) losses(1.6)0.1 
Depreciation10.3 9.8 
Amortization20.1 8.4 
EBITDA112.1 25.8 
Restructuring and related benefits(0.8)(0.3)
Stock-based compensation15.9 13.4 
Employer payroll tax on employee share-based awards5.7 1.6 
Change in fair value of contingent consideration12.4 10.9 
Acquisition and integration related charges0.2 3.9 
Other charges unrelated to core operating performance0.6 0.5 
Amortization of acquisition related inventory step-up— 2.6 
Adjusted EBITDA$146.1 $58.4 
Note: Certain totals may not add due to rounding.
(1) Included in the three months ended October 3, 2026 is a gain of $5.0 million on proceeds from an insurance settlement. Included in the three months ended September 27, 2025 is a loss of $3.8 million in connection with the extinguishment of certain 1.625% Senior Convertible Notes.

The preliminary financial schedules are estimated based on our current information.
10

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