Viavi (VIAV) Insider Report: RSU Vesting and Tax Withholding Details

Rhea-AI Filing Summary

Ilan Daskal, EVP and CFO of Viavi Solutions (VIAV), received and settled equity awards tied to his compensation. On 08/28/2025, 55,115 restricted stock units (RSUs) converted into 55,115 shares of common stock and 24,857 shares were surrendered to the company to satisfy tax-withholding obligations from an RSU vesting, leaving 30,258 shares beneficially owned in the non-derivative table after the sale/withholding. The filing also reports outstanding equity awards: 110,228 RSU-equivalent shares reported following the conversion event and additional award balances of 142,258 RSUs and 142,258 market stock units (MSUs), each noted as having no expiration and vesting per the award schedules. The filing was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Significant equity alignment: Executive retains substantial outstanding RSU and MSU balances (142,258 RSUs and 142,258 MSUs) that align management incentives with shareholder value.
• Standard tax-withholding treatment: A portion of vested shares (24,857) were retained to satisfy tax obligations, indicating routine net-share settlement rather than unusual disposition.

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider received a large RSU vesting and used a portion of shares to cover tax withholding; sizable remaining equity awards remain outstanding.

The transaction shows a routine conversion of RSUs into common stock with 55,115 units converting and 24,857 shares retained by the company for tax withholding, consistent with standard post-vesting procedures. The remaining reported beneficial ownership figures and outstanding RSU/MSU balances (110,228, 142,258, and 142,258) indicate continued equity alignment with management compensation. There is no indication of open-market purchases or sales beyond the tax-withholding disposition; price disclosure of the disposed shares is $11.27, which is the only cash consideration noted.

Corporate Governance Expert

TL;DR: Transactions reflect routine executive equity vesting and tax withholding, with multi-year award schedules remaining in place.

The filing documents standard award mechanics: annual vesting installments for RSUs and MSUs with no expiration dates on those units. The disclosure that certain shares were retained to meet tax liabilities confirms customary net-share settlement rather than selling in open market. The presence of large outstanding award balances suggests continued long-term incentive exposure to shareholders, and there are no governance flags such as unusual dispositions, transfers to related parties, or evidence of hedging arrangements disclosed in this form.

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

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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).

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^*

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)
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		55,115(1)	A	$0	55,115	D
Common Stock	08/28/2025		F		24,857(2)	D	$11.27	30,258	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			55,115(1)	(3)	(4)	Common Stock	55,115	$0	110,228	D
Restricted Stock Unit	$0	08/28/2025		A		142,258		(3)	(4)	Common Stock	142,258	$0	142,258	D
Market Stock Units	$0	08/28/2025		A		142,258		(5)	(6)	Common Stock	142,258	$0	142,258	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
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FAQ

What equity transactions did Ilan Daskal report on Form 4 for VIAV?

The Form 4 reports conversion of 55,115 RSUs into common stock and the company retained 24,857 shares to satisfy tax withholding; 30,258 shares are shown as owned after the disposition.

How many outstanding RSUs and MSUs does the filing show for the reporting person?

The filing lists 110,228 RSU-equivalent shares after conversion and additional award balances of 142,258 RSUs and 142,258 MSUs outstanding.

Was there any cash consideration disclosed for the disposed shares?

Yes; the disposed shares used for tax withholding are associated with a price of $11.27 in the non-derivative table.

Do the RSUs or MSUs have expiration dates?

The filing states there are no expiration dates on the reported RSUs and MSUs.

Did the filing indicate any unusual transfers or related-party transactions?

No. The Form 4 shows routine vesting and tax-withholding operations and does not disclose transfers to related parties or hedging arrangements.