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  4. [Form 4] VIAVI SOLUTIONS INC. Insider Trading Activity

Viavi exec vests 53,634 RSUs, gets new stock units

VIAVI SOLUTIONS INC.

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

Rhea-AI Filing Summary

VIAVI SOLUTIONS INC. (VIAV) reported insider equity activity by Gary W. Staley, SVP Global Sales NSE, on August 28, 2026. Several Restricted Stock Unit awards vested and were converted into a total of 53,634 shares of common stock. To cover related tax liabilities, the company withheld 21,106 shares of common stock at $36.54 per share. Staley also received new grants of 12,782 Restricted Stock Units and 12,782 Market Stock Units, each convertible into an equal number of common shares, with RSUs vesting annually in three equal installments and no expiration dates for either RSUs or MSUs.

Positive

  • None.

Negative

  • None.
Insider Staley Gary W
Role SVP Global Sales NSE
Type Security Shares Price Value
Exercise Restricted Stock Unit F1, F4, F5 15,151 $0.00 $0.00
Exercise Restricted Stock Unit F1, F4, F5 22,046 $0.00 $0.00
Exercise Restricted Stock Unit F1, F4, F5 16,437 $0.00 $0.00
Grant/Award Restricted Stock Units F4, F5 12,782 $0.00 $0.00
Grant/Award Market Stock Units F6, F7 12,782 $36.54 $467K
Exercise Common Stock F1 15,151 $0.00 $0.00
Tax Withholding Common Stock F2 5,962 $36.54 $218K
Exercise Common Stock F1 22,046 $0.00 $0.00
Tax Withholding Common Stock F2 8,676 $36.54 $317K
Exercise Common Stock F1 16,437 $0.00 $0.00
Tax Withholding Common Stock F2, F3 6,468 $36.54 $236K
Holdings After Transaction: Restricted Stock Unit — 54,917 contracts (Direct); Restricted Stock Units — 12,782 contracts (Direct); Market Stock Units — 12,782 contracts (Direct); Common Stock — 168,993 shares (Direct)
Footnotes (7)
  1. F1. Each stock unit converts upon vesting into one share of common stock.
  2. F2. 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. F3. Total includes an exempt purchase of 198 shares under the ESPP plan on July 31, 2026.
  4. F4. Units subject to the Award shall vest annually in three equal installments.
  5. F5. There are no expiration dates on RSUs.
  6. F6. See Exhibit 99 - FY27 MSU for vesting schedule and terms.
  7. F7. There are no expiration dates on MSUs.
RSUs converted into Common Stock 53,634 shares Total RSU-derived common shares from three M-code derivative exercises on August 28, 2026
Tax-withholding shares 21,106 shares Total Common Stock retained by VIAVI to satisfy tax liabilities on August 28, 2026
Tax-withholding price $36.54 per share Price used for F-code tax-withholding transactions in Common Stock
RSU grant 12,782 Restricted Stock Units New RSU award granted on August 28, 2026, vesting in three equal annual installments
MSU grant 12,782 Market Stock Units New MSU award granted on August 28, 2026, each tied to one share of Common Stock
Individual RSU conversion blocks 15,151; 22,046; 16,437 shares Three separate RSU tranches converted into Common Stock on August 28, 2026
Individual tax-withholding blocks 5,962; 8,676; 6,468 shares Three F-code Common Stock tax-withholding transactions at $36.54 per share
ESPP purchase 198 shares Exempt ESPP purchase included in total holdings as of July 31, 2026
Restricted Stock Unit financial
"Each stock unit converts upon vesting into one share of common stock."
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
"See Exhibit 99 - FY27 MSU for vesting schedule and terms."
tax withholding obligations financial
"retained by the Company in order to meet the tax withholding obligations"
Employee Stock Purchase Plan (ESPP) financial
"includes an exempt purchase of 198 shares under the ESPP plan"
Exercise or conversion of derivative security financial
"transaction code "M" described as Exercise or conversion of derivative security"

FAQ

What insider transactions did VIAV executive Gary W. Staley report on August 28, 2026?
Gary W. Staley reported vesting and conversion of 53,634 Restricted Stock Units into common stock and company withholding of 21,106 shares to satisfy tax liabilities, plus new grants of 12,782 RSUs and 12,782 Market Stock Units, each tied to an equal number of common shares.

How many VIAV Restricted Stock Units vested and converted into common stock in this Form 4?
A total of 53,634 RSUs vested and converted into 53,634 shares of VIAVI common stock, in three blocks of 15,151, 22,046, and 16,437 shares, each RSU converting into one share of common stock upon vesting.

How many VIAV shares were withheld for taxes and at what price in this filing?
To meet tax withholding obligations on the vesting awards, VIAVI retained a total of 21,106 shares of common stock from Gary W. Staley at a reported price of $36.54 per share, as tax-withholding transactions coded "F" in the Form 4.

What new equity awards did VIAV grant to Gary W. Staley in this Form 4?
Gary W. Staley received new grants of 12,782 Restricted Stock Units and 12,782 Market Stock Units, each award corresponding to an equal number of underlying shares of VIAVI common stock. The RSU award vests annually in three equal installments and has no expiration date.

Are VIAV RSUs and Market Stock Units reported here subject to expiration dates?
The filing states that there are no expiration dates on the Restricted Stock Units and no expiration dates on the Market Stock Units reported, meaning these derivative awards remain outstanding until they vest or are otherwise settled under their terms.

Did the VIAV Form 4 mention any ESPP activity for Gary W. Staley?
A footnote discloses that the total reported holdings include an exempt purchase of 198 shares under the Employee Stock Purchase Plan (ESPP) on July 31, 2026, in addition to the RSU- and MSU-related transactions reported for August 28, 2026.

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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*
Staley Gary W
(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 Global Sales NSE
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2026		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 Stock08/28/2026M15,151(1)A$0151,616D
Common Stock08/28/2026F5,962(2)D$36.54145,654D
Common Stock08/28/2026M22,046(1)A$0167,700D
Common Stock08/28/2026F8,676(2)D$36.54159,024D
Common Stock08/28/2026M16,437(1)A$0175,461D
Common Stock08/28/2026F6,468(2)D$36.54168,993(3)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit$008/28/2026M15,151(1) (4) (5)Common Stock15,151$00D
Restricted Stock Unit$008/28/2026M22,046(1) (4) (5)Common Stock22,046$022,045D
Restricted Stock Unit$008/28/2026M16,437(1) (4) (5)Common Stock16,437$032,872D
Restricted Stock Units$008/28/2026A12,782 (4) (5)Common Stock12,782$012,782D
Market Stock Units$008/28/2026A12,782 (6) (7)Common Stock12,782$36.5412,782D
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. Total includes an exempt purchase of 198 shares under the ESPP plan on July 31, 2026.
4. Units subject to the Award shall vest annually in three equal installments.
5. There are no expiration dates on RSUs.
6. See Exhibit 99 - FY27 MSU for vesting schedule and terms.
7. There are no expiration dates on MSUs.
/s/ Donna T. Rossi, attorney-in-fact08/31/2026
** 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)

Source: View Original Filing on SEC EDGAR