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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Market Stock Units | 48,215 | $0.00 | -- |
| Exercise | Market Stock Units | 99,910 | $0.00 | -- |
| Exercise | Market Stock Units | 243,809 | $0.00 | -- |
| Exercise | Common Stock | 48,215 | $0.00 | -- |
| Tax Withholding | Common Stock | 20,661 | $12.41 | $256K |
| Exercise | Common Stock | 99,910 | $0.00 | -- |
| Tax Withholding | Common Stock | 42,812 | $12.41 | $531K |
| Exercise | Common Stock | 243,809 | $0.00 | -- |
| Tax Withholding | Common Stock | 104,473 | $12.41 | $1.30M |
| holding | Common Stock | -- | -- | -- |
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.
