VIAV Insider Report: Paul McNab MSUs Vest, Shares Retained for Taxes

Rhea-AI Filing Summary

VIAVI Solutions (VIAV) Form 4: Paul McNab, EVP, Chief Marketing & Strategy Officer, reported multiple transactions on 09/23/2025 related to market stock units and retained shares for tax withholding. Several tranches of market-leveraged stock units vested at differing payout levels: 56.67% (granted Aug 28, 2022), 90.33% (granted Aug 28, 2023) and 128.00% (granted Aug 28, 2024). Following the reported transactions, Mr. McNab beneficially owned 80,954 shares at one point and 68,774 shares at another, with exercised/converted units delivered as common stock at $0 per share and certain shares retained by the company to cover tax withholding at $12.41 per share.

Insights

Financial Analyst

TL;DR: Routine executive equity vesting posted; no new cash purchases disclosed and transactions reflect compensation vesting mechanics.

The filing documents standard vesting and conversion of market stock units into common shares and company retention of shares to satisfy tax-withholding obligations. Vesting percentages are explicitly tied to total stockholder return performance metrics for grants from 2022, 2023 and 2024. The transactions include grant-based conversions at $0 per share and share retentions at $12.41 per share for tax withholding; there is no indicated sale of shares beyond withholding. Impact on outstanding share count and dilution is not provided in this filing.

Corporate Governance Expert

TL;DR: Disclosure shows compensation-aligned vesting; all actions are standard and documented according to Section 16 requirements.

The report clearly ties vesting outcomes to performance-based vesting metrics and discloses the mechanics of tax withholding via share retention. Signature by an attorney-in-fact is present. The filing does not disclose any departures from typical executive compensation practices or any transfers indicating insider selling beyond tax-related retentions.

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

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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^*

McNab Paul

(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)
	EVP, Chief Mktg & Stgy Officer

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)		5,614	A	$0	54,096	D
Common Stock	09/23/2025		F(2)		2,851	D	$12.41	51,245	D
Common Stock	09/23/2025		M(1)		11,633	A	$0	62,878	D
Common Stock	09/23/2025		F(2)		5,908	D	$12.41	56,970	D
Common Stock	09/23/2025		M(1)		23,984	A	$0	80,954	D
Common Stock	09/23/2025		F(2)		12,180	D	$12.41	68,774	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	09/23/2025		M(1)			5,614	(3)	(4)	Common Stock	5,614	$0	0	D
Market Stock Units	$0	09/23/2025		M(1)			11,633	(5)	(4)	Common Stock	11,633	$0	12,879	D
Market Stock Units	$0	09/23/2025		M(1)			23,984	(6)	(4)	Common Stock	23,984	$0	37,478	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.
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FAQ

What transactions did Paul McNab report on VIAV Form 4 dated 09/23/2025?

The filing reports vesting conversions of market stock units into common stock and retention of certain shares to satisfy tax withholding; specific tranche vesting and amounts are disclosed.

How many VIAV shares did Paul McNab beneficially own after these transactions?

The filing shows reported beneficial ownership figures including 80,954 shares, 68,774 shares, 62,878 shares, 56,970 shares, 54,096 shares and 51,245 shares following various transactions.

What vesting payout levels were reported for the market-leveraged stock units?

The filing states vesting at 56.67% of target (grant Aug 28, 2022), 90.33% of target (grant Aug 28, 2023) and 128.00% of target (grant Aug 28, 2024).

Were any shares sold for cash in these reported transactions?

No cash sale transactions are reported; conversions of MSUs occurred at $0 per share and certain shares were retained by the company at $12.41 per share to meet tax-withholding obligations.

Who signed the Form 4 filing for Paul McNab?

The form is signed by Donna T. Rossi, attorney-in-fact, with a signature date of 09/25/2025.