VIAV Insider Report: MSU Vesting and Tax-Withheld Shares Disclosed

Rhea-AI Filing Summary

Kevin Christopher Siebert, SVP General Counsel & Secretary of VIAVI Solutions (VIAV), reported multiple equity award transactions occurring on 09/23/2025. Several market stock units (MSUs) vested and converted into shares: 4,623, 9,580 and 19,752 units, with conversion percentages of 56.67%, 90.33% and 128.00% of target for grants made in 2022, 2023 and 2024, respectively. To cover tax withholding on the vesting events the company retained 1,392, 2,884 and 6,313 shares at a price of $12.41 per share. After the reported transactions Mr. Siebert beneficially owned 94,525 shares of common stock. The filing states the shares withheld did not exceed the tax liability and that each stock unit converts into one share upon vesting.

Positive

• Transparency: Detailed disclosure of MSU vesting amounts and tax-withholding actions provides clear insider activity information
• Alignment: Continued equity ownership of 94,525 shares suggests sustained executive alignment with shareholder interests
• Performance-based awards: Vesting percentages (56.67%, 90.33%, 128.00%) show outcomes tied to total shareholder return metrics

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider vesting and tax-withholding transactions; modest net increase in direct holdings, no unusual trading.

The reported transactions reflect the scheduled vesting of market-leveraged stock units awarded across 2022–2024 and routine company share retention to satisfy tax-withholding obligations at $12.41 per share. Vesting occurred at differing payout percentages (56.67%, 90.33%, 128.00%), producing 34, - see numbers converted into 34, - totaling 34, - underlying shares across tranches; after withholding the reporting person holds 94,525 shares. These are compensation-driven equity events rather than open-market purchases or sales, so they are unlikely to materially alter capital structure or signal a change in company outlook.

Corporate Governance Expert

TL;DR: Governance standard: equity compensation vested and withheld for taxes, disclosed per Section 16 reporting requirements.

The Form 4 documents vesting of MSUs with explicit performance outcomes and confirms the company withheld shares to meet tax liabilities without exceeding the obligation. The disclosure follows standard practice for senior executives receiving market-based performance awards and provides transparency on beneficial ownership changes. No indications of insider-driven open-market dispositions or unusual timing are present in the filing text.

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
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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^*

Siebert Kevin Christopher

(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 Gen. Counsel & Secretary

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)		4,623	A	$0	75,782	D
Common Stock	09/23/2025		F(2)		1,392	D	$12.41	74,390	D
Common Stock	09/23/2025		M(1)		9,580	A	$0	83,970	D
Common Stock	09/23/2025		F(2)		2,884	D	$12.41	81,086	D
Common Stock	09/23/2025		M(1)		19,752	A	$0	100,838	D
Common Stock	09/23/2025		F(2)		6,313	D	$12.41	94,525	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)			4,623	(3)	(4)	Common Stock	4,623	$0	0	D
Market Stock Units	$0	09/23/2025		M(1)			9,580	(5)	(4)	Common Stock	9,580	$0	10,606	D
Market Stock Units	$0	09/23/2025		M(1)			19,752	(6)	(4)	Common Stock	19,752	$0	30,864	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 VIAV insider Kevin Siebert report on this Form 4?

The Form 4 reports the vesting and conversion of market stock units into 4,623, 9,580 and 19,752 shares and company retention of 1,392, 2,884 and 6,313 shares to cover tax withholding.

How many shares does Kevin Siebert beneficially own after the reported transactions?

Following the transactions disclosed on the Form 4 the reporting person beneficially owned 94,525 shares of VIAVI common stock.

At what price were shares withheld for tax withholding?

The company retained withheld shares at a price of $12.41 per share to satisfy tax obligations related to the vesting awards.

Were the vested awards performance-based and how did they pay out?

Yes. The MSUs vested at performance levels of 56.67% (2022 grant), 90.33% (2023 grant) and 128.00% (2024 grant) of target, as stated in the filing.

Do the disclosed transactions represent open-market trades?

No. The filings show conversion of compensation awards into shares and company withholding for taxes, not open-market purchases or sales.