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VIAVI retains 35,421 executive shares for taxes

The retained shares addressed award-related tax withholding, and the amount did not exceed the tax liability.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

VIAVI Solutions Inc. (VIAV) executive Paul McNab, EVP, Chief Mktg & Stgy Officer, had 19,318, 28,108 and 22,188 market stock units vest on September 22, 2026; each unit converts into one common share. The company retained 9,829, 14,302 and 11,290 shares for tax withholding, at a reported $36.40 per share. The retained amount did not exceed the tax liability.

Positive

  • None.

Negative

  • None.
Insider McNab Paul
Role EVP, Chief Mktg & Stgy Officer
Type Security Shares Price Value
Exercise Market Stock Units F1, F3, F4 19,318 $0.00 $0.00
Exercise Market Stock Units F1, F5, F4 28,108 $0.00 $0.00
Exercise Market Stock Units F1, F6, F4 22,188 $0.00 $0.00
Exercise Common Stock F1 19,318 $0.00 $0.00
Tax Withholding Common Stock F2 9,829 $36.40 $358K
Exercise Common Stock F1 28,108 $0.00 $0.00
Tax Withholding Common Stock F2 14,302 $36.40 $521K
Exercise Common Stock F1 22,188 $0.00 $0.00
Tax Withholding Common Stock F2 11,290 $36.40 $411K
Holdings After Transaction: Market Stock Units — 48,325 contracts (Direct); Common Stock — 59,832 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.
Common shares acquired on vesting 19,318 shares Third tranche of market-leveraged stock units granted August 28, 2023
Common shares acquired on vesting 28,108 shares Second tranche of market-leveraged stock units granted August 28, 2024
Common shares acquired on vesting 22,188 shares First tranche of market-leveraged stock units granted August 28, 2025
Shares retained for tax withholding 9,829 shares Reported September 22, 2026
Shares retained for tax withholding 14,302 shares Reported September 22, 2026
Shares retained for tax withholding 11,290 shares Reported September 22, 2026
Tax-withholding share price $36.40 per share Reported for the tax-withholding transactions on September 22, 2026
Market Stock Units technical
"Each stock unit converts upon vesting into one share of common stock"
market-leveraged stock units technical
"3rd tranche of market-leveraged stock units granted on August 28, 2023"
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 VIAVI shares did Paul McNab receive from vested market stock units?

McNab reported vesting of 19,318, 28,108 and 22,188 market stock units on September 22, 2026; each unit converts into one common share.

How many VIAVI shares were retained for tax withholding?

VIAVI retained 35,421 shares in three reported amounts: 9,829, 14,302 and 11,290 shares, each reported at $36.40 per share. The retained amount did not exceed the award-holder's tax liability.

What were the grant dates and performance terms for McNab's VIAVI stock-unit tranches?

The tranches were granted on August 28, 2023, August 28, 2024 and August 28, 2025, each at 150.00% of target based on total stockholder return during the performance periods.

Were the VIAVI transactions reported under a Rule 10b5-1 plan?

No Rule 10b5-1 plan is reported for the transactions.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
McNab Paul

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief Mktg & Stgy Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock09/22/2026M(1)19,318A$044,957D
Common Stock09/22/2026F(2)9,829D$36.435,128D
Common Stock09/22/2026M(1)28,108A$063,236D
Common Stock09/22/2026F(2)14,302D$36.448,934D
Common Stock09/22/2026M(1)22,188A$071,122D
Common Stock09/22/2026F(2)11,290D$36.459,832D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Market Stock Units$009/22/2026M(1)19,318 (3) (4)Common Stock19,318$00D
Market Stock Units$009/22/2026M(1)28,108 (5) (4)Common Stock28,108$018,739D
Market Stock Units$009/22/2026M(1)22,188 (6) (4)Common Stock22,188$029,586D
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-fact09/23/2026
** Signature of Reporting PersonDate
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)

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