STOCK TITAN

[Form 4] VIAVI SOLUTIONS INC. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

VIAVI SOLUTIONS INC. SVP and Chief Operations Officer Anthony Michael Petrucci reported routine equity compensation activity. On May 28, 2026, vested stock units and market stock units converted into a total of 16,320 shares of common stock. To cover tax obligations related to these vestings, the company retained 3,975 shares at a price of $48.49 per share, described as not exceeding the related tax liability. Footnotes clarify that each stock unit converts into one common share, units vest annually in four equal installments, and the first tranche of MSUs vested at 123.50% of target. These transactions are characterized as derivative exercises and tax-withholding dispositions, not open-market purchases or sales.

Positive

  • None.

Negative

  • None.

Insights

Routine vesting of stock units with shares withheld for taxes.

SVP and COO Anthony Michael Petrucci had restricted stock units and market stock units convert into 16,320 shares of VIAVI SOLUTIONS INC. common stock on May 28, 2026. These are compensation-related derivative exercises, not open-market trades.

To satisfy tax obligations from the vesting, the company retained 3,975 shares at $48.49 per share, explicitly limited to the tax liability. Formally, these dispositions are coded F for tax withholding, which carries little informational value about the insider’s view of the stock.

Footnotes note that RSUs and MSUs convert 1:1 into common shares, vest annually in four equal installments, and that this represents the first tranche of MSUs vesting at 123.50% of target. The filing does not show remaining derivative awards, indicating the visible activity here is standard equity vesting rather than a strategic change in ownership.

Insider Petrucci Anthony Michael
Role SVP, Chief Operations Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit 7,303 $0.00 --
Exercise Market Stock Units 9,017 $0.00 --
Exercise Common Stock 7,303 $0.00 --
Tax Withholding Common Stock 1,779 $48.49 $86K
Exercise Common Stock 9,017 $0.00 --
Tax Withholding Common Stock 2,196 $48.49 $106K
Holdings After Transaction: Restricted Stock Unit — 21,908 shares (Direct, null); Market Stock Units — 21,909 shares (Direct, null); Common Stock — 7,303 shares (Direct, null)
Footnotes (1)
  1. Each stock unit converts upon vesting into one share of common stock. 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. Units subject to the Award shall vest annually in four equal installments. There are no expiration dates on RSUs. Shares reflect the vesting of the 1st tranche of MSUs granted on May 28, 2025 at 123.50% of target. There are no expiration dates on MSUs.
Shares from unit vesting 16,320 shares Common stock received from RSU and MSU conversions on May 28, 2026
Tax-withheld shares 3,975 shares Shares retained by company to cover tax obligations on vesting
Withholding price $48.49 per share Price applied to F-code tax-withholding dispositions
MSU vesting performance 123.50% of target First tranche of MSUs granted May 28, 2025 vested at this level
Derivative exercises 16,320 shares ExerciseShares total from transaction summary for code M events
Tax-withholding count 2 transactions F-code entries used to satisfy tax liabilities
Restricted Stock Unit financial
"Restricted Stock Unit transactions convert into common stock on vesting."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Market Stock Units financial
"Shares reflect the vesting of the 1st tranche of MSUs granted on May 28, 2025 at 123.50% of target."
tax withholding obligations financial
"These shares were retained by the Company in order to meet the tax withholding obligations of the award-holder."
performance stock award financial
"Vesting of an installment of the restricted stock award or performance stock award, as applicable."
derivative exercise/conversion financial
"Transaction code M is described as Exercise or conversion of derivative security."
SEC Form 4
FORM 4UNITED 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*
Petrucci Anthony Michael

(Last)(First)(Middle)
C/O VIAVI SOLUTIONS INC.
1445 SOUTH SPECTRUM BLVD, SUITE 102

(Street)
CHANDLER ARIZONA 85286

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
VIAVI SOLUTIONS INC. [ VIAV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Chief Operations Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/28/2026M7,303(1)A$07,303D
Common Stock05/28/2026F1,779(2)D$48.495,524D
Common Stock05/28/2026M9,017(1)A$014,541D
Common Stock05/28/2026F2,196(2)D$48.4912,345D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit$005/28/2026M7,303(1) (3) (4)Common Stock7,303$021,908D
Market Stock Units$005/28/2026M9,017(1) (5) (6)Common Stock9,017$021,909D
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. Units subject to the Award shall vest annually in four equal installments.
4. There are no expiration dates on RSUs.
5. Shares reflect the vesting of the 1st tranche of MSUs granted on May 28, 2025 at 123.50% of target.
6. There are no expiration dates on MSUs.
/s/ Donna T. Rossi, attorney-in-fact05/29/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did VIAV executive Anthony Michael Petrucci report in this Form 4?

Anthony Michael Petrucci reported vesting of stock-based awards that converted into 16,320 shares of Viavi common stock. These transactions reflect routine equity compensation vesting and derivative exercises, not open-market buying or selling of existing shares.

How many Viavi (VIAV) shares were withheld for taxes in Petrucci’s filing?

The company retained 3,975 shares of Viavi common stock to cover Petrucci’s tax withholding obligations. Footnotes state the retained amount did not exceed the related tax liability, and these dispositions are coded as tax-withholding transactions, not discretionary market sales.

At what price were the tax-withholding shares valued in the VIAV Form 4?

The tax-withholding dispositions used a price of $48.49 per share for the retained Viavi common stock. This price is applied to the 2,196-share and 1,779-share withholding entries that together satisfied the executive’s tax obligations from equity award vesting.

What types of equity awards vested for Viavi (VIAV) SVP Anthony Petrucci?

The filing shows vesting of Restricted Stock Units and Market Stock Units, each converting into one share of common stock. Footnotes explain that units vest annually in four equal installments, with the first tranche of MSUs vesting at 123.50% of target.

Were any of Anthony Petrucci’s VIAV transactions open-market buys or sells?

No open-market buys or sells are reported. The Form 4 lists derivative exercises (code M) and tax-withholding dispositions (code F). Footnotes clarify shares were retained by the company solely to meet tax obligations arising from stock award vesting.