VIAV Form 4: MSU Vesting Converts to Shares; Company Withholds for Taxes

Rhea-AI Filing Summary

VIAVI SOLUTIONS INC. (VIAV) Form 4 reports officer Luke M. Scrivanich received multiple tranches of market stock units that converted to common shares on 09/23/2025. Several awards vested at different performance payout levels: 56.67%, 90.33% and 128.00% of target, reflecting total stockholder return performance for grant dates in 2022, 2023 and 2024. The filing shows a series of non-cash acquisitions (market stock units converting to shares) and related company-held share dispositions to satisfy tax-withholding obligations at $12.41 per share. Holdings after the reported transactions are disclosed per line item.

Positive

• Performance-based vesting: MSUs vested at differentiated payout levels (56.67%, 90.33%, 128.00%), showing alignment of pay with shareholder-return performance
• Transparent tax withholding: Company retained shares to meet tax obligations and states retained amount was not in excess of the tax liability

Negative

• Share retention for taxes: Company-held dispositions to satisfy withholding reduced the reporting person's net increase in beneficially owned shares
• Market sales reported: Dispositions at $12.41 per share occurred as part of withholding rather than voluntary sale, which may obscure precise realized proceeds for the reporting person

Insights

Financial Analyst

TL;DR: Officer received vested performance stock units at varied payout levels; transactions are largely compensatory, not market-driven.

The Form 4 documents routine equity compensation events: market stock units (MSUs) vested and converted into common stock on 09/23/2025 at differing payout percentages (56.67%, 90.33%, 128.00% of target) tied to total shareholder return metrics. The company retained shares to satisfy tax-withholding obligations at $12.41 per share. These are non-derivative and derivative conversions tied to prior grants rather than open-market purchases or sales, so immediate market impact is typically limited.

Corporate Governance Expert

TL;DR: Vesting schedule and tax-withholding reflect standard executive compensation governance practices.

The filing clarifies that MSUs granted across 2022-2024 vested in tranches with documented performance outcomes and that retained shares were not in excess of tax liabilities. The disclosure is specific about vesting percentages and retention for tax purposes, indicating compliance with compensation-plan procedures and transparent reporting under Section 16.

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).

1. Name and Address of Reporting Person^*

SCRIVANICH LUKE M

(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 General Manager OSP

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)		5,944	A	$0	72,780	D
Common Stock	09/23/2025		F(2)		3,019	D	$12.41	69,761	D
Common Stock	09/23/2025		M(1)		12,317	A	$0	82,078	D
Common Stock	09/23/2025		F(2)		6,255	D	$12.41	75,823	D
Common Stock	09/23/2025		M(1)		25,396	A	$0	101,219	D
Common Stock	09/23/2025		F(2)		12,897	D	$12.41	88,322	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)			5,944	(3)	(4)	Common Stock	5,944	$0	0	D
Market Stock Units	$0	09/23/2025		M(1)			12,317	(5)	(4)	Common Stock	12,317	$0	13,637	D
Market Stock Units	$0	09/23/2025		M(1)			25,396	(6)	(4)	Common Stock	25,396	$0	39,682	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).
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 Luke M. Scrivanich report on Form 4 for VIAV?

Answer: The Form 4 reports conversion of market stock units into common shares on 09/23/2025 and company retention of shares to satisfy tax-withholding obligations.

How did the MSUs vest for the grants noted in the VIAV Form 4?

Answer: Vesting payout levels were 56.67% for the 2022 grant tranche, 90.33% for the 2023 tranche, and 128.00% for the 2024 tranche, based on total shareholder return metrics.

Did the company sell any shares on behalf of the reporting person in this filing?

Answer: Yes, the company retained shares to meet tax-withholding obligations; retained share amounts were not in excess of the tax liability and dispositions are shown at $12.41 per share.

What was the effect on beneficial ownership after the reported transactions?

Answer: The filing lists the amount of shares beneficially owned following each reported transaction line (for example, 101,219 shares in one line item after conversions).