VIAV Insider Filing: Khaykin Vesting and Tax-Withholding Share Retention

Rhea-AI Filing Summary

Oleg Khaykin, President & CEO and director of Viavi Solutions Inc. (VIAV), reported stock unit vesting and related share withholding on 09/23/2025. Multiple tranches of market-stock units converted to common stock upon vesting, yielding acquisitions of 48,215, 99,910, and 243,809 shares. To cover tax withholding, the company retained portions of vested shares: 20,661, 42,812, and 104,473 shares sold at $12.41 per share. After these transactions, Mr. Khaykin directly beneficially owned 2,214,590 shares and his spouse held 118,914 shares indirectly.

Positive

• Significant vesting of market-stock units converted into shares, increasing direct beneficial ownership to 2,214,590 shares
• Performance-based payouts at varied percentages (56.67%, 90.33%, 128.00%) signal achievement levels on prior performance metrics

Negative

• Company-retained shares were used to satisfy tax-withholding obligations, with 20,661, 42,812, and 104,473 shares retained
• Withheld shares were valued at $12.41 per share, reducing the net increase in free-to-trade holdings

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting with tax-withholding share retention; not an unusual governance event.

The filing documents scheduled vesting of market-leveraged stock units into common shares and company retention of a portion to satisfy tax obligations. Such transactions are standard for executive compensation plans. The post-transaction direct ownership of 2,214,590 shares supports continued alignment with shareholders. There are no indications of discretionary share sales beyond withholding or any unexpected leadership changes in this filing.

Compensation & Equity Analyst

TL;DR: Multiple MSU tranches vested at differing payout percentages, increasing share count while triggering tax-withholding dispositions.

The market-stock units vested at reported payout levels (56.67%, 90.33%, and 128.00% of target for the respective tranches) converting to a combined 392, - correction: the conversion produced 391,934 vested shares with 168, - correction: retained shares for taxes totaled 167,946 resulting in net additions to beneficial ownership. Reported sale price for withheld shares was $12.41. The vesting percentages indicate performance-based outcomes for prior performance periods, which materially affected the number of shares delivered.

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
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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^*

KHAYKIN OLEG

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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)		48,215	A	$0	1,934,344	D
Common Stock	09/23/2025		F(2)		20,661	D	$12.41	1,913,683	D
Common Stock	09/23/2025		M(1)		99,910	A	$0	2,013,593	D
Common Stock	09/23/2025		F(2)		42,812	D	$12.41	1,970,781	D
Common Stock	09/23/2025		M(1)		243,809	A	$0	2,214,590	D
Common Stock	09/23/2025		F(2)		104,473	D	$12.41	2,110,117	D
Common Stock								118,914	I	Held by reporting person's spouse

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)			48,215	(3)	(4)	Common Stock	48,215	$0	0	D
Market Stock Units	$0	09/23/2025		M(1)			99,910	(5)	(4)	Common Stock	99,910	$0	110,606	D
Market Stock Units	$0	09/23/2025		M(1)			243,809	(6)	(4)	Common Stock	243,809	$0	380,952	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).
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FAQ

What insider transactions did VIAV CEO Oleg Khaykin report on Form 4?

The report shows vesting of market-stock units that converted to common stock on 09/23/2025 and company retention of shares to cover tax withholding.

How many shares vested for Oleg Khaykin on 09/23/2025?

Vesting conversions reported were 48,215, 99,910, and 243,809 shares from separate tranches.

How many shares were withheld for taxes and at what price?

The company retained 20,661, 42,812, and 104,473 shares for tax withholding; the retained shares were reported at $12.41 per share.

What is Oleg Khaykin's total reported beneficial ownership after the transactions?

Following the transactions, Mr. Khaykin directly beneficially owned 2,214,590 shares and his spouse indirectly held 118,914 shares.

What was the nature of the vested awards?

The awards were market-leveraged stock units (MSUs) that convert to one share per unit upon vesting and have no expiration date.