Viavi Insider Form 4: RSU/MSU Conversions and ESPP Activity

Rhea-AI Filing Summary

Luke M. Scrivanich, SVP General Manager OSP at Viavi Solutions (VIAV), reported multiple routine equity transactions on 08/28/2025 tied to vesting and tax-withholding. Several restricted stock units (RSUs) and market stock units (MSUs) converted or vested, resulting in acquisitions totaling 45,611 shares from an MSU award and additional RSU conversions of 43,966 shares across installments. The reporting shows shares withheld by the company to cover tax obligations and 1,194 shares purchased under the ESPP. After these transactions, total beneficial ownership positions reported for common stock ranged up to 88,785 shares in aggregate for certain line items. The filing reflects routine compensation vesting and payroll tax settlements rather than open-market discretionary purchases.

Positive

• Participation in equity plans (RSUs, MSUs, ESPP) demonstrates alignment of the executive with shareholder-value incentives
• Vesting executed increases executive ownership without cash outlay by the holder, indicating retention-focused compensation

Negative

• Company withheld shares to cover tax obligations, reducing the net increase in outstanding shares held by the executive
• No open-market purchases reported that would indicate additional insider conviction beyond compensation vesting

Insights

Securities Analyst

TL;DR Routine executive equity vesting and tax-withholding, modest net share increases; not likely material to valuation.

The transactions are primarily vesting of RSUs and MSUs with related tax-withholdings, and a small ESPP purchase. Vesting converted units into common stock at no cash price for the holder, while the company retained shares to satisfy tax liabilities. Reported total beneficial holdings in various lines reach as high as 88,785 shares. For investors, this signals standard equity compensation mechanics rather than insider buying or selling for liquidity, so market impact is likely minimal.

Compensation & Corporate Governance Expert

TL;DR Compensation-driven vesting and tax settlements; consistent with executive incentive realization.

The pattern—annual vesting installments for RSUs and MSUs, no exercise price for units, and company share withholding for taxes—aligns with standard executive equity plans. The disclosure notes RSUs vest in three equal annual installments and MSUs have separate vesting terms. Inclusion of ESPP purchases indicates participation in employee plans. These are governance- and compensation-related disclosures without indication of unusual retention or disposition behavior.

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).

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^*

SCRIVANICH LUKE M

(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 General Manager OSP

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		10,489(1)	A	$0	67,560	D
Common Stock	08/28/2025		F		5,327(2)	D	$11.27	62,233	D
Common Stock	08/28/2025		M		13,636(1)	A	$0	75,869	D
Common Stock	08/28/2025		F		6,925(2)	D	$11.27	68,944	D
Common Stock	08/28/2025		M		19,841(1)	A	$0	88,785	D
Common Stock	08/28/2025		F		10,076(2)	D	$11.27	78,709(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			10,489(1)	(4)	(5)	Common Stock	10,489	$0	0	D
Restricted Stock Unit	$0	08/28/2025		M			13,636(1)	(4)	(5)	Common Stock	13,636	$0	13,636	D
Restricted Stock Unit	$0	08/28/2025		M			19,841(1)	(4)	(5)	Common Stock	19,841	$0	39,682	D
Restricted Stock Unit	$0	08/28/2025		A		45,611		(4)	(5)	Common Stock	45,611	$0	45,611	D
Market Stock Units	$0	08/28/2025		A		45,611		(6)	(7)	Common Stock	45,611	$0	45,611	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 1,194 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.
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FAQ

What transactions did VIAV insider Luke Scrivanich report on 08/28/2025?

The report shows vesting/conversion of RSUs and MSUs, retention of shares by the company for tax withholding, and 1,194 shares purchased via the ESPP.

How many shares resulted from MSU and RSU conversions in the Form 4?

The filing discloses 45,611 shares from MSUs and multiple RSU conversions totaling 43,966 shares across reported line items.

Did the reporting person sell any shares in these transactions?

No open-market sales are reported; the transactions reflect D disposition only for tax-withholding and acquisitions from vesting, not discretionary market sales.

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

The company retained shares to satisfy the reporting person's tax withholding obligations related to the vesting awards; the amount retained did not exceed the tax liability.

Do the transactions include any option exercises or cash purchases?

No option exercises or cash purchases by the insider are reported; RSUs and MSUs converted at $0 per unit and one small ESPP purchase is noted.