Viavi Insider Activity: 193,774 Shares Held After 08/28/2025 Vesting

Rhea-AI Filing Summary

Gary W. Staley, SVP Global Sales of Viavi Solutions Inc. (VIAV), reported multiple transactions dated 08/28/2025 on Form 4. The filing shows conversions/vesting of restricted stock units and market stock units into common stock and related share dispositions to satisfy tax withholding. Specific movements include acquisitions (reported as "M" or "A") of 11,655, 15,151, and 22,046 common shares via unit conversions and an award of 49,309 MSUs/units. Offsetting dispositions (reported as "F") total 19,225 shares sold at $11.27 per share, with the company withholding certain shares to meet tax obligations. The Form 4 lists total beneficial ownership following these transactions as 193,774 shares.

Positive

• Substantial vesting of long-term awards: conversion/vesting of 11,655, 15,151, 22,046 RSU shares and an award of 49,309 MSUs increases alignment of executive with shareholder outcomes
• Transparent tax-withholding disclosure: filing explicitly states shares were retained only to meet tax obligations and were not in excess of the tax liability

Negative

• Share dispositions totaling 19,225 shares were reported (4,587; 5,962; 8,676) sold at $11.27, reducing net share count available to the reporting person
• No material operational or financial context provided in the filing—transactions are compensation-related and do not include commentary on company performance

Insights

Financial Analyst

TL;DR Insider reported vesting of awards with tax-related share withholding and sales of 19,225 shares at $11.27, leaving 193,774 shares owned.

The transactions appear to reflect routine equity compensation activity: multiple restricted stock units and market stock units converted or granted on 08/28/2025, and share dispositions primarily to satisfy tax withholding and related transactions reported at $11.27 per share. The net effect increased shares available from vested units while some shares were removed through withholding/sales. This is a compensation realization event rather than an operational or financing change for the company.

Corporate Governance Expert

TL;DR Report documents standard executive award vesting and company tax withholding; no indication of a material governance concern.

The filing details scheduled vesting and MSU award activity with accompanying share retention for tax obligations. The explanation states retained shares were not in excess of the tax liability and that units vest annually in three equal installments where applicable. These disclosures align with typical executive compensation mechanics and do not, by themselves, signal governance irregularities or unusual insider trading patterns.

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).

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 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 Global Sales NSE

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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	08/28/2025		M		11,655(1)	A	$0	175,802	D
Common Stock	08/28/2025		F		4,587(2)	D	$11.27	171,215	D
Common Stock	08/28/2025		M		15,151(1)	A	$0	186,366	D
Common Stock	08/28/2025		F		5,962(2)	D	$11.27	180,404	D
Common Stock	08/28/2025		M		22,046(1)	A	$0	202,450	D
Common Stock	08/28/2025		F		8,676(2)	D	$11.27	193,774(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	$0	08/28/2025		M			11,655(1)	(4)	(5)	Common Stock	11,655	$0	0	D
Restricted Stock Unit	$0	08/28/2025		M			15,151(1)	(4)	(5)	Common Stock	15,151	$0	15,151	D
Restricted Stock Unit	$0	08/28/2025		M			22,046(1)	(4)	(5)	Common Stock	22,046	$0	44,091	D
Restricted Stock Unit	$0	08/28/2025		A		49,309		(4)	(5)	Common Stock	49,309	$0	49,309	D
Market Stock Units	$0	08/28/2025		A		49,309		(6)	(7)	Common Stock	49,309	$0	49,309	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. The amount retained by the Company was not in excess of the amount of the tax liability.

3. Total includes 941 shares purchased pursuant to the ESPP plan.

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 - FY26 MSU for vesting schedule and terms.

7. There are no expiration dates on MSUs.

	/s/ Donna T. Rossi, attorney-in-fact	09/02/2025
	** 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

Who filed the Form 4 for VIAV and what is their role?

Gary W. Staley, SVP Global Sales of Viavi Solutions Inc., is the reporting person.

What transactions did the insider report on 08/28/2025 for VIAV?

The Form 4 reports conversions/vestings of 11,655, 15,151, and 22,046 units into common stock, an award/assignment of 49,309 MSUs, and dispositions of 19,225 shares sold at $11.27.

How many shares does the reporting person beneficially own after the reported transactions?

The filing lists total beneficial ownership following the reported transactions as 193,774 shares.

Why were some shares retained by the company according to the filing?

The filing states shares were retained by the company to meet the tax withholding obligations of the award-holder and the amount retained was not in excess of the tax liability.

Were any expiration dates noted for the restricted or market stock units?

The filing states there are no expiration dates on the RSUs specified and on the MSUs.