[Form 4] VIAVI SOLUTIONS INC. Insider Trading Activity

Rhea-AI Filing Summary

Gary W. Staley, SVP Global Sales of VIAVI Solutions Inc. (VIAV), reported equity transactions on 09/23/2025 reflecting the vesting of market‑leveraged stock units (MSUs) and related tax withholdings. Three MSU tranches converted to common stock: 6,604, 13,685, and 28,217 shares were recorded as acquisitions upon vesting. The company withheld 2,599, 5,386, and 11,104 shares, respectively, to satisfy tax obligations. The filing states the tranches vested at 56.67%, 90.33%, and 128.00% of target based on total shareholder return, and notes MSUs have no expiration. Following these transactions, the reporting person beneficially owns 44,092 shares.

Positive

• Performance-based vesting occurred with one tranche at 128.00% of target, indicating strong relative TSR performance for that period
• Disclosure is transparent: the Form 4 specifies tranche-by-tranche vesting percentages, share counts, and tax-withholding amounts

Negative

• Shares were withheld by the company to satisfy tax obligations totaling 19,089 shares, reducing the net shares delivered to the officer

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting with tax withholding; not a governance red flag.

The Form 4 documents customary vesting of performance-linked MSUs for a named officer. Vesting occurred across three tranches with stated performance multipliers (56.67%, 90.33%, 128.00%), and the company withheld shares to satisfy tax liabilities rather than selling on the open market. These disclosures are standard, transparent, and consistent with incentive compensation practices; no indicia of opportunistic trading or change in control are present in the filing.

Compensation Analyst

TL;DR: Performance-based awards delivered mixed outcomes across tranches; one tranche notably above target.

The detailed percentages show differentiated performance outcomes: one tranche vested below target at 56.67%, another near-target at 90.33%, and the most recent tranche materially above target at 128.00%, producing aggregate issuance of 48,506 vested shares before withholding. The use of MSUs ties pay to total shareholder return, aligning pay with performance. Tax-withholding of 19,089 shares reduced net issuance to the reporting person.

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
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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^*

Staley Gary W

(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 Global Sales NSE

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)		6,604	A	$0	200,378	D
Common Stock	09/23/2025		F(2)		2,599	D	$12.41	197,779	D
Common Stock	09/23/2025		M(1)		13,685	A	$0	211,464	D
Common Stock	09/23/2025		F(2)		5,386	D	$12.41	206,078	D
Common Stock	09/23/2025		M(1)		28,217	A	$0	234,295	D
Common Stock	09/23/2025		F(2)		11,104	D	$12.41	223,191	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)			6,604	(3)	(4)	Common Stock	6,604	$0	0	D
Market Stock Units	$0	09/23/2025		M(1)			13,685	(5)	(4)	Common Stock	13,685	$0	15,152	D
Market Stock Units	$0	09/23/2025		M(1)			28,217	(6)	(4)	Common Stock	28,217	$0	44,092	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 3rd tranche of market-leveraged stock units granted on August 28, 2022 at 56.67% 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. Shares reflect the vesting of the 2nd tranche of market-leveraged stock units granted on August 28, 2023 at 90.33% of target based on our total stockholder return during the performance periods as stated on the grant agreement.

6. 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.

	/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).
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FAQ

What transactions did VIAV insider Gary W. Staley report on 09/23/2025?

The filing reports the vesting of MSUs converting to 6,604, 13,685, and 28,217 shares and withholding of 2,599, 5,386, and 11,104 shares for taxes.

How many VIAV shares does the reporting person beneficially own after these transactions?

Following the reported transactions, the reporting person beneficially owns 44,092 shares.

What performance multipliers applied to the vested MSU tranches?

The filing states tranches vested at 56.67%, 90.33%, and 128.00% of target based on total shareholder return.

Were any shares sold on the open market to cover tax obligations?

No; the company retained shares to meet tax withholding obligations as disclosed in the filing.

Do the MSUs have expiration dates?

The Form 4 states there are no expiration dates on the market stock units (MSUs).