Viavi (VIAV) Insider Filing: Large RSU/MSU Vesting and Tax Withholding Reported

Rhea-AI Filing Summary

Kevin Christopher Siebert, SVP General Counsel & Secretary of Viavi Solutions Inc. (VIAV), reported multiple transactions dated 08/28/2025. Several restricted stock units (RSUs) and market stock units (MSUs) vested or were settled: RSU vesting conversions occurred in three tranches totaling 34,196 shares (8,158; 10,606; 15,432) that convert one-for-one on vesting, and an additional grant/settlement of 34,516 RSUs and 34,516 MSUs was reported. Some shares were withheld to satisfy tax withholding (amounts retained: 2,456; 3,193; 4,646 respectively) at a reported withholding price of $11.27. Following the reported activity, Siebert beneficially owned between 66,075 and 88,920 shares across reported rows, with final reported holdings shown as 84,274 and 88,920 in the table. The filing is signed by attorney-in-fact Donna T. Rossi on 09/02/2025.

Positive

• Compensation realized through vesting indicates retention and continued alignment of the officer with shareholder interests
• Tax-withholding handled by company (shares withheld) avoids open-market sell-offs by the officer

Negative

• Shares withheld for taxes (2,456; 3,193; 4,646) reduce outstanding available shares but reflect dilution mechanics
• Multiple large vesting events (totaling tens of thousands of shares) could marginally increase share supply if similar awards continue

Insights

Corporate Governance Expert

TL;DR: Executive insider reported scheduled vesting and tax-withholding sales; activity appears routine and non-transactional beyond compensation settlement.

The filing documents standard compensation-related equity settlements: multiple RSU and MSU vesting events converted into common shares on 08/28/2025, with a portion of shares withheld to satisfy tax obligations at a per-share withholding price of $11.27. No open-market purchases or discretionary sales by the reporting person are recorded. The pattern—vesting plus withholding—reflects compensation realization rather than a directional trade, and there is no indication of additional derivative exercises or change in control implications. Beneficial ownership totals are updated in the filing but remain within typical ranges for a senior officer.

Securities Analyst

TL;DR: Multiple equity awards vested; withheld shares used for taxes; impact on share count marginal for investors.

The reported conversions include RSUs that vest annually in three equal installments and MSUs with a referenced FY26 vesting schedule. Withheld shares (totaling 10,295 across reported withholding lines: 2,456 + 3,193 + 4,646) were retained by the company to cover tax liabilities. The filing lists zero cash purchase price for vested units and confirms there are no expiration dates on RSUs/MSUs. This is a routine insider disclosure updating beneficial ownership following compensation vesting, with limited material impact on capital structure.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Siebert Kevin Christopher

(Last) (First) (Middle)

C/O VIAVI SOLUTIONS INC.

1445 SOUTH SPECTRUM BLVD, SUITE 102

(Street)

CHANDLER AZ 85286

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VIAVI SOLUTIONS INC. [ VIAV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP Gen. Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/28/2025		M		8,158(1)	A	$0	68,531	D
Common Stock	08/28/2025		F		2,456(2)	D	$11.27	66,075	D
Common Stock	08/28/2025		M		10,606(1)	A	$0	76,681	D
Common Stock	08/28/2025		F		3,193(2)	D	$11.27	73,488	D
Common Stock	08/28/2025		M		15,432(1)	A	$0	88,920	D
Common Stock	08/28/2025		F		4,646(2)	D	$11.27	84,274	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	$0	08/28/2025		M			8,158(1)	(3)	(4)	Common Stock	8,158	$0	0	D
Restricted Stock Unit	$0	08/28/2025		M			10,606(1)	(3)	(4)	Common Stock	10,606	$0	10,606	D
Restricted Stock Unit	$0	08/28/2025		M			15,432(1)	(3)	(4)	Common Stock	15,432	$0	30,864	D
Restricted Stock Unit	$0	08/28/2025		A		34,516		(3)	(4)	Common Stock	34,516	$0	34,516	D
Market Stock Units	$0	08/28/2025		A		34,516		(5)	(6)	Common Stock	34,516	$0	34,516	D

Explanation of Responses:

1. Each stock unit converts upon vesting into one share of common stock.

2. These shares were retained by the Company in order to meet the tax withholding obligations of the award-holder in connection with the vesting of an installment of the restricted stock award. The amount retained by the Company was not in excess of the amount of the tax liability.

3. Units subject to the Award shall vest annually in three equal installments.

4. There are no expiration dates on RSUs.

5. See Exhibit 99 - FY26 MSU for vesting schedule and terms.

6. There are no expiration dates on MSUs.

	/s/ Donna T. Rossi, attorney-in-fact	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did VIAV insider Kevin Siebert report on Form 4?

The Form 4 reports RSU and MSU vesting/settlement on 08/28/2025, with shares issued and portions withheld for taxes.

How many shares were converted from RSUs and MSUs in the filing?

The filing reports RSU conversions of 8,158, 10,606, and 15,432 shares and additional settlements of 34,516 RSUs and 34,516 MSUs.

What amounts were withheld for taxes and at what price for VIAV insider transactions?

The company withheld 2,456, 3,193, and 4,646 shares to satisfy tax obligations at a reported withholding price of $11.27.

Did the reporting person make any open-market purchases or sales?

No open-market purchases or discretionary sales are reported; transactions reflect award vesting (codes M and A) and withholding (code F).

What is the reporting person’s role at VIAV?

Kevin Christopher Siebert is listed as SVP General Counsel & Secretary.