VIAVI insider filing: 70,545 shares vested; 31,816 withheld for taxes

Rhea-AI Filing Summary

VIAVI Solutions insider transactions: Ilan Daskal, EVP and CFO, reported transactions dated 09/23/2025. He had 70,545 market stock units convert on vesting into 70,545 shares of common stock at $0 per share and reported a disposition of 31,816 shares at $12.41 that were retained by the company to satisfy tax withholding obligations. The filing notes the 1st tranche of market-leveraged stock units granted on August 28, 2024 vested at 128% of target and that separate market stock units granted on November 28, 2023 have satisfied performance metrics and vest on November 28, 2025, subject to continued service.

Positive

• Transparency: The filing discloses conversion amounts, withholding amounts, vesting outcomes, and the performance multiplier (128% of target) for the 2024 grant.
• Performance achievement: The 1st tranche of market-leveraged stock units vested at 128% of target, indicating above-target performance for that grant period.

Negative

• Share dilution/compensation cost: Conversion of MSUs into 70,545 shares increases outstanding shares, representing compensation expense for shareholders.
• Tax withholding reduced insider holdings: 31,816 shares were retained by the company to satisfy tax obligations, which reduced the reporting person’s net share count.

Insights

Securities Analyst

TL;DR: CFO reported routine vesting conversions and company withholding for taxes; transaction sizes are equity-compensation related and not unusual.

The filing shows compensation-related equity events: conversion of vested market stock units into shares and a company retention of shares to meet tax-withholding obligations. The vesting occurred at an above-target payout (128% of target) for the 2024 grant, indicating realized performance above target for that tranche. The disposed 31,816 shares were retained by the company to cover tax liabilities, not an open-market sale by the insider. These are governance disclosures of routine executive compensation crystallization rather than open-market liquidity events by the insider.

Corporate Governance Expert

TL;DR: Transactions reflect standard executive award vesting and tax withholding; disclosure aligns with Section 16 reporting requirements.

The report documents conversion of MSUs with no exercise price and the company withholding shares to satisfy tax obligations, with explanatory footnotes clarifying mechanics and timing. The filing also discloses performance achievement details for specific grant tranches and confirms no expiration on MSUs. From a governance perspective, details are transparent and consistent with routine equity-compensation practices.

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

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

1. Name and Address of Reporting Person^*

Daskal Ilan

(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)
	EVP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2025

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	09/23/2025		M(1)		70,545	A	$0	100,803	D
Common Stock	09/23/2025		F(2)		31,816	D	$12.41	68,987	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
Market Stock Units	$0	09/23/2025		M(1)			70,545	(3)	(4)	Common Stock	70,545	$0	110,229	D
Market Stock Units	$0	09/23/2025		A(1)		35,984		(5)	(4)	Common Stock	35,984	$0	37,880	D
Market Stock Units	$0	09/23/2025		A(1)		62,645		(5)	(4)	Common Stock	62,645	$0	131,888	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 or performance stock award, as applicable. The amount retained by the Company was not in excess of the amount of the tax liability.

3. Shares reflect the vesting of the 1st tranche of market-leveraged stock units granted on August 28, 2024 at 128.00% of target based on our total stockholder return during the performance periods as stated on the grant agreement.

4. There are no expiration dates on MSUs.

5. Represents the market stock units granted on November 28, 2023, which reflect the satisfaction of performance metrics. The market stock units vest on November 28, 2025, subject to continued service.

	/s/ Donna T. Rossi, attorney-in-fact	09/25/2025
	** 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.
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FAQ

What insider transactions did Ilan Daskal (VIAV) report on 09/23/2025?

He reported conversion of 70,545 market stock units into 70,545 shares at $0 and a disposition/withholding of 31,816 shares at $12.41.

Why were 31,816 shares retained by the company in the Form 4?

The company retained those shares to satisfy the tax withholding obligations related to the vesting awards; the filing states the amount retained did not exceed the tax liability.

What does the filing say about the performance of market-leveraged stock units granted in 2024?

The 1st tranche of market-leveraged stock units granted on August 28, 2024 vested at 128% of target based on total stockholder return during the performance periods.

Are there expiration dates on the market stock units (MSUs)?

No, the filing states there are no expiration dates on MSUs.

When do the market stock units granted on November 28, 2023 vest?

Those MSUs reflect satisfaction of performance metrics and vest on November 28, 2025, subject to continued service.