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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Market Stock Units | 5,944 | $0.00 | -- |
| Exercise | Market Stock Units | 12,317 | $0.00 | -- |
| Exercise | Market Stock Units | 25,396 | $0.00 | -- |
| Exercise | Common Stock | 5,944 | $0.00 | -- |
| Tax Withholding | Common Stock | 3,019 | $12.41 | $37K |
| Exercise | Common Stock | 12,317 | $0.00 | -- |
| Tax Withholding | Common Stock | 6,255 | $12.41 | $78K |
| Exercise | Common Stock | 25,396 | $0.00 | -- |
| Tax Withholding | Common Stock | 12,897 | $12.41 | $160K |
Footnotes (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. 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. There are no expiration dates on MSUs. 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. 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.
