VIAVI Insider Filing: Khaykin Converts RSUs, MSUs; Shares Withheld at $11.27

Rhea-AI Filing Summary

Oleg Khaykin, President & CEO of VIAVI Solutions (VIAV), reported multiple equity transactions on 08/28/2025. Restricted stock units (RSUs) and market stock units (MSUs) vested and/or were issued, resulting in conversions totaling reported common shares across several grants: 85,081; 110,606; 126,984; plus previously reported awards totaling 315,582 RSUs and 473,372 MSUs. Certain shares (36,458; 47,395; 54,413) were retained by the company to satisfy tax-withholding obligations at a price of $11.27 per share. The filing shows the reporting person beneficially owning 1,886,129 common shares directly, plus 118,914 shares indirectly held by the reporting person’s spouse, and notes 656 shares purchased under the ESPP.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting and tax-withholding sales; no novel governance issues disclosed.

The Form 4 documents standard equity compensation activity for the CEO, showing multiple RSU vesting events and MSU awards converting to common stock on 08/28/2025. The company withheld shares to meet tax obligations, a common administrative action; the withheld amounts and ESPP purchase quantity are explicitly reported. There are no disclosures of option exercises with cash proceeds, no pledges, and no indication of change in control or extraordinary transfers. For governance, this is a normal compensation-related filing with transparent reporting of post-transaction beneficial ownership figures.

Executive Compensation Analyst

TL;DR: Significant equity-based compensation vested and MSUs granted; withholding sales were executed to satisfy tax liabilities.

The filing quantifies material equity compensation mechanics: multiple RSU tranches converted to shares (85,081; 110,606; 126,984) and MSU awards totaling 473,372 underlying shares per the FY26 MSU exhibit reference. The RSUs vest in annual installments per the explanation and have no expiration; MSUs likewise cite no expiration. The reported withholding sales at $11.27 per share reduced direct holdings by the specified amounts and the reporting person retains substantial direct and indirect ownership positions. This is a compensation and retention event rather than a liquidity-driven sale.

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^*

KHAYKIN OLEG

(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)

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

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		85,081(1)	A	$0	1,786,805	D
Common Stock	08/28/2025		F		36,458(2)	D	$11.27	1,750,347	D
Common Stock	08/28/2025		M		110,606(1)	A	$0	1,860,953	D
Common Stock	08/28/2025		F		47,395(2)	D	$11.27	1,813,558	D
Common Stock	08/28/2025		M		126,984(1)	A	$0	1,940,542	D
Common Stock	08/28/2025		F		54,413(2)	D	$11.27	1,886,129(3)	D
Common Stock								118,914	I	Held by reporting person's spouse

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			85,081(1)	(4)	(5)	Common Stock	85,081	$0	0	D
Restricted Stock Unit	$0	08/28/2025		M			110,606(1)	(4)	(5)	Common Stock	110,606	$0	110,606	D
Restricted Stock Unit	$0	08/28/2025		M			126,984(1)	(4)	(5)	Common Stock	126,984	$0	253,968	D
Restricted Stock Unit	$0	08/28/2025		A		315,582		(4)	(5)	Common Stock	315,582	$0	315,582	D
Market Stock Units	$0	08/28/2025		A		473,372		(6)	(7)	Common Stock	473,372	$0	473,372	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 656 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.
* 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.
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FAQ

What transactions did Oleg Khaykin report on Form 4 for VIAV?

He reported RSU vesting and MSU awards on 08/28/2025, share withholdings for taxes, and an ESPP purchase of 656 shares.

How many shares does the filing show Oleg Khaykin beneficially owning after the transactions?

The filing reports 1,886,129 shares directly and 118,914 shares indirectly held by his spouse.

Why were some shares disposed of in the Form 4?

Shares were retained/sold by the company to satisfy tax-withholding obligations related to RSU vesting; amounts retained equal the tax liability.

At what price were the withheld shares recorded in the filing?

Withheld shares for tax were recorded at $11.27 per share.

Are there expiration dates on the RSUs or MSUs reported?

The filing states there are no expiration dates on RSUs or MSUs.