VIAVI CEO's stock awards vest into 688K shares

The company retained 294,941 shares to cover the award-holder’s tax liability, at $36.40 per share.

Rhea-AI Filing Summary

VIAVI SOLUTIONS INC. President & CEO Oleg Khaykin reported vesting of three Market Stock Unit tranches on September 22, 2026, converting into 688,308 shares of common stock, one share per unit. The tranches were granted August 28, 2023, August 28, 2024, and August 28, 2025, each at 150.00% of target based on total stockholder return. The company retained 294,941 shares at $36.40 per share to meet the award-holder’s tax withholding obligations; the retained amount did not exceed the tax liability. No Rule 10b5-1 plan is reported.

Insider Trade Summary

688,308 shares exercised/converted

Exercise 9 txns

Insider KHAYKIN OLEG

Role President & CEO

Type	Security	Shares	Price	Value
Exercise	Market Stock Units F1, F3, F4	165,909	$0.00	$0.00
Exercise	Market Stock Units F1, F5, F4	285,714	$0.00	$0.00
Exercise	Market Stock Units F1, F6, F4	236,685	$0.00	$0.00
Exercise	Common Stock F1	165,909	$0.00	$0.00
Tax Withholding	Common Stock F2	71,092	$36.40	$2.59M
Exercise	Common Stock F1	285,714	$0.00	$0.00
Tax Withholding	Common Stock F2	122,429	$36.40	$4.46M
Exercise	Common Stock F1	236,685	$0.00	$0.00
Tax Withholding	Common Stock F2	101,420	$36.40	$3.69M

Holdings After Transaction: Market Stock Units — 506,058 contracts (Direct); Common Stock — 1,778,065 shares (Direct)

Footnotes (6)

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 market stock award. The amount retained by the Company was not in excess of the amount of the tax liability.
3. F3. Shares reflect the vesting of the 3rd tranche of market-leveraged stock units granted on August 28, 2023 at 150.00% of target based on our total stockholder return during the performance periods as stated on the grant agreement.
4. F4. There are no expiration dates on MSUs.
5. F5. Shares reflect the vesting of the 2nd tranche of market-leveraged stock units granted on August 28, 2024 at 150.00% of target based on our total stockholder return during the performance periods as stated on the grant agreement.
6. F6. Shares reflect the vesting of the 1st tranche of market-leveraged stock units granted on August 28, 2025 at 150.00% of target based on our total stockholder return during the performance periods as stated on the grant agreement.

Key Figures

Shares from unit vesting: 688,308 shares Shares retained for tax withholding: 294,941 shares Price per share retained: $36.40 per share +3 more

6 metrics

Shares from unit vesting 688,308 shares Three Market Stock Unit tranches vested September 22, 2026.

Shares retained for tax withholding 294,941 shares Retained by the company on September 22, 2026.

Price per share retained $36.40 per share Shares retained to meet tax withholding obligations.

2023 grant tranche 165,909 shares Third tranche; granted August 28, 2023 at 150.00% of target.

2024 grant tranche 285,714 shares Second tranche; granted August 28, 2024 at 150.00% of target.

2025 grant tranche 236,685 shares First tranche; granted August 28, 2025 at 150.00% of target.

Key Terms

Market Stock Units, total stockholder return, tax withholding obligations

3 terms

Market Stock Units financial

"three tranches of Market Stock Units"

total stockholder return financial

"based on our total stockholder return during the performance periods"

Total stockholder return is the percentage gain or loss an investor would have experienced over a period from both changes in a stock’s price and any cash payouts such as dividends, assuming those payouts are reinvested in the stock. It matters because it shows the complete financial outcome of owning a share — like measuring both a house’s change in sale value and the rent you collected — and lets investors fairly compare performance across companies and time.

tax withholding obligations financial

"meet the tax withholding obligations of the award-holder"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many VIAV shares did CEO Oleg Khaykin receive from vesting?

Oleg Khaykin received 688,308 shares of common stock from the vesting of three Market Stock Unit tranches on September 22, 2026. Each stock unit converts into one share of common stock.

Why were VIAV shares withheld from Oleg Khaykin?

The company retained 294,941 shares at $36.40 per share to meet tax withholding obligations tied to the award vesting. The retained amount did not exceed the tax liability.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/23/2026 - 03:33 PM Accepted by SEC EDGAR 09/23/2026 - 03:33 PM Learn about SEC filing dates

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^*

KHAYKIN OLEG

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/22/2026		M(1)		165,909	A	$0	1,550,607	D
Common Stock	09/22/2026		F(2)		71,092	D	$36.4	1,479,515	D
Common Stock	09/22/2026		M(1)		285,714	A	$0	1,765,229	D
Common Stock	09/22/2026		F(2)		122,429	D	$36.4	1,642,800	D
Common Stock	09/22/2026		M(1)		236,685	A	$0	1,879,485	D
Common Stock	09/22/2026		F(2)		101,420	D	$36.4	1,778,065	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
Market Stock Units	$0	09/22/2026		M(1)			165,909	(3)	(4)	Common Stock	165,909	$0	0	D
Market Stock Units	$0	09/22/2026		M(1)			285,714	(5)	(4)	Common Stock	285,714	$0	190,476	D
Market Stock Units	$0	09/22/2026		M(1)			236,685	(6)	(4)	Common Stock	236,685	$0	315,582	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 market stock award. 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, 2023 at 150.00% 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, 2024 at 150.00% 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, 2025 at 150.00% 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	09/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)