RUCKUS sale nets $1.846B cash for Vistance Networks (NASDAQ: VISN)

Rhea-AI Filing Summary

Vistance Networks completed the sale of its RUCKUS Networks business to Belden for $1.846 billion in cash and provided unaudited pro forma financials showing the company without this divested segment. The sale is treated as a discontinued operation because it represents a strategic shift for the business.

On a pro forma basis, total assets as of March 31, 2026 are $6.15 billion, including $4.15 billion of cash and cash equivalents. For the year ended December 31, 2025, pro forma net sales from continuing operations are $1.24 billion, with net income from continuing operations attributable to common stockholders of $207.9 million, or $0.95 basic and $0.90 diluted earnings per share. For the three months ended March 31, 2026, pro forma net income from continuing operations attributable to common stockholders is $211.6 million, or $0.94 basic and $0.89 diluted per share.

The company expects to distribute a significant portion of the net sale proceeds to shareholders as a special distribution within 60 days after closing, with the exact amount and timing to be determined by the board. Vistance has also entered into a transition service agreement with Belden, and the pro forma statements include transaction-related tax, fee and bonus adjustments but exclude any special distribution.

Insights

Equity analyst

Large business sale brings $1.846B cash and reshapes Vistance’s profile, but long-term impact depends on post-sale strategy and capital deployment.

Vistance Networks sold its RUCKUS Networks segment to Belden for $1.846 billion in cash, a major portfolio change that qualifies as a discontinued operation. Pro forma financials recast results to show the remaining businesses, with RUCKUS removed under ASC 205 guidance.

Post-transaction, pro forma total assets rise to about $6.15 billion, including $4.15 billion in cash and cash equivalents as of March 31, 2026. For 2025, continuing operations generate pro forma net sales of $1.24 billion and net income to common of $207.9 million, or $0.90 diluted EPS.

The company plans a significant special distribution of sale proceeds within 60 days after closing, with the final amount subject to board decision. Future disclosures will clarify how much capital is returned versus retained to fund growth, which will shape the post-RUCKUS earnings and risk profile.

8-K Event Classification

2 items: 2.01, 9.01

2 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

RUCKUS sale consideration: $1.846 billion cash Pro forma cash: $4.1483 billion Pro forma total assets: $6.1483 billion +4 more

7 metrics

RUCKUS sale consideration $1.846 billion cash Cash consideration received for sale of Ruckus

Pro forma cash $4.1483 billion Cash and cash equivalents as of March 31, 2026 pro forma

Pro forma total assets $6.1483 billion Total assets as of March 31, 2026 pro forma

2025 pro forma net sales $1.2448 billion Net sales from continuing operations for year ended December 31, 2025

2025 pro forma net income to common $207.9 million Net income from continuing operations attributable to common stockholders, 2025

Q1 2026 pro forma net income to common $211.6 million Net income from continuing operations attributable to common stockholders, three months ended March 31, 2026

Q1 2026 pro forma diluted EPS $0.89 per share Earnings per share from continuing operations, diluted, three months ended March 31, 2026

Key Terms

discontinued operations, Transition service agreement, Article 11 of Regulation S-X, Transaction Accounting Adjustments, +2 more

6 terms

discontinued operations financial

"the Sale met the criteria under Accounting Standards Codification (“ASC”) 205-20... for discontinued operations"

Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.

Transition service agreement financial

"In conjunction with the Sale, the Company entered into a Transition service agreement (“TSA”)."

Article 11 of Regulation S-X regulatory

"The unaudited pro forma condensed consolidated financial statements were prepared in accordance with Article 11 of Regulation S-X."

Transaction Accounting Adjustments financial

"Article 11 of Regulation S-X requires that pro forma financial information include the following pro forma adjustments... Transaction Accounting Adjustments"

Autonomous Entity Adjustments financial

"Autonomous Entity Adjustments Adjustments that are necessary to reflect the operations and financial position of the registrant as an autonomous entity"

special distribution financial

"The Company expects to distribute a significant portion of the net proceeds to shareholders as a special distribution within 60 days"

A special distribution is a one-time cash or asset payout a company gives to shareholders outside its regular dividend schedule, similar to receiving an unexpected bonus check. Investors care because it can signal extra cash or proceeds from an asset sale, temporarily boost returns, and change a company’s value per share or taxable income, so it affects portfolio income and the stock’s short-term price direction.

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FAQ

What major transaction did Vistance Networks (VISN) complete involving the RUCKUS business?

Vistance Networks completed the sale of its RUCKUS Networks business to Belden Inc. for $1.846 billion in cash. RUCKUS provided wireless networking solutions, and the divestiture is significant enough to be treated as a discontinued operation under accounting rules.

How will the RUCKUS sale proceeds affect Vistance Networks (VISN) shareholders?

Vistance Networks expects to distribute a significant portion of the RUCKUS sale’s net proceeds to shareholders as a special distribution within 60 days after closing. The exact distribution amount and timing will be determined by the board after considering relevant factors.

What do the pro forma 2025 results show for Vistance Networks (VISN) after the RUCKUS sale?

On a pro forma basis for 2025, Vistance’s continuing operations report net sales of $1.2448 billion and net income from continuing operations attributable to common stockholders of $207.9 million, equivalent to $0.95 basic and $0.90 diluted earnings per share.

What are Vistance Networks’ (VISN) pro forma Q1 2026 earnings from continuing operations?

For the three months ended March 31, 2026, pro forma net income from continuing operations attributable to Vistance common stockholders is $211.6 million. This equates to $0.94 basic earnings per share and $0.89 diluted earnings per share from continuing operations.

How did the RUCKUS sale change Vistance Networks’ (VISN) pro forma balance sheet?

As of March 31, 2026, pro forma total assets are $6.1483 billion, including $4.1483 billion of cash and cash equivalents. Retained earnings increase to $3.4059 billion, reflecting the gain on the sale net of fees, bonuses, and estimated taxes.

What transition arrangements exist between Vistance Networks (VISN) and Belden after the RUCKUS sale?

Vistance entered a Transition Service Agreement with Belden, providing and receiving certain post-closing services. The initial term covers up to nine months for some services, with an option for a three-month renewal, and generates additional transition service agreement income for Vistance.

0001517228false00015172282026-07-012026-07-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2026

Vistance Networks, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-36146	27-4332098
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2601 Telecom Parkway Richardson, Texas		75082
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 952-9700

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		VISN		The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01. Completion of Acquisition or Disposition of Assets.

As set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 2026 (the “Original Form 8-K”), Vistance Networks, Inc., a Delaware corporation (the “Company” or “Vistance”) completed the previously announced sale of its RUCKUS reporting segment (the “Business”) to Belden, Inc., a Delaware corporation (“Belden”) on July 1, 2026, pursuant to the Purchase Agreement (the “Purchase Agreement”), dated as of April 29, 2026, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2026. This Amendment No.1 on Form 8-K/A amends the Original Form 8-K to include Item 9.01 as set forth herein.

Item 9.01. Financial Statements and Exhibits.

(b)Unaudited Pro Forma Condensed Consolidated Financial Information

The following unaudited pro forma condensed consolidated financial statements of Vistance reflecting the disposition of the Business pursuant to the Purchase Agreement, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference:

•Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2026;

•Unaudited Pro Forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and the years ended December 31, 2025, 2024 and 2023; and

•Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.

(d) Exhibits

The following exhibits are hereby filed as part of this Current Report on Form 8-K.

Exhibit.	Description.
99.1	Vistance Networks, Inc. Unaudited Pro Forma Condensed Consolidated Financial Information
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 8, 2026			Vistance Networks, Inc.
		By:	/s/ Kyle D. Lorentzen
			Name:	Kyle D. Lorentzen
			Title:	Executive Vice President and
				Chief Financial Officer

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On July 1, 2026, Vistance Networks, Inc. (“Vistance Networks”, or the “Company”) completed the sale of its RUCKUS Networks business (“Ruckus Business” or “Ruckus”) to Belden Inc. (“Belden” or the “Buyer”) for $1.846 billion in cash (the “Ruckus Sale Transaction” or the “Sale”). Ruckus provides wireless networks for enterprises and service providers. Product offerings include indoor cellular solutions such as indoor and outdoor Wi-Fi and long-term evolution (LTE) access points, access and aggregation switches; an Internet of Things suite, on-premises and cloud-based control and management systems; and software and software-as-a-service applications addressing security, location, reporting and analytics.

The following unaudited pro forma condensed consolidated financial statements were derived from the historical consolidated financial statements of Vistance Networks, which were prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). The unaudited pro forma condensed consolidated financial statements were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated financial statements were prepared for illustrative and informational purposes only and are not intended to represent what Vistance Networks’ results of operations or financial position would have been had the Sale occurred on the dates indicated. The unaudited pro forma condensed consolidated financial statements should not be considered indicative of Vistance Networks’ future results of operations or financial position. The actual financial position and results of operations may differ significantly from the unaudited pro forma condensed consolidated financial statements presented herein due to a variety of factors.

The unaudited pro forma condensed consolidated financial statements as of and for the three months ended March 31, 2026 have been derived from the historical unaudited condensed consolidated financial statements of Vistance Networks, included in Vistance Networks’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Securities and Exchange Commission (“SEC”) on April 30, 2026. The unaudited pro forma condensed consolidated financial statements for the years ended December 31, 2025, 2024 and 2023 have been derived from the historical audited consolidated financial statements of Vistance Networks, included in Vistance Networks’ Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026. The unaudited pro forma condensed consolidated financial statements and accompanying notes should be read in conjunction with Vistance Networks’ historical consolidated financial statements and accompanying notes.

The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2026 and for the years ended December 31, 2025, 2024 and 2023 reflect pro forma results of Vistance Networks’ operations as if the Sale had occurred on January 1, 2023. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2026, gives effect to the Sale as if it had occurred on that date. The adjustments in the “Other Separation Adjustments” column in the unaudited pro forma condensed consolidated statements of operations give effect to the Other Separation Adjustments as if they occurred on January 1, 2025. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2026, gives effect to the Other Separation Adjustments as if they had occurred on that date.

The Sale represents a strategic shift that has a material effect on Vistance Networks’ operations and financial results. Accordingly, in the second quarter of 2026, the Sale met the criteria under Accounting Standards Codification (“ASC”) 205-20, Presentation of Financial Statements, for discontinued operations, and the Company will present the Sale as a discontinued operation in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026. The Company believes that the adjustments included within the “Discontinued Operations of the Ruckus Business” column of the unaudited pro forma condensed consolidated financial statements are consistent with the guidance for discontinued operations under GAAP. Vistance Networks’ current estimates on a discontinued operations basis are subject to change as the Company finalizes discontinued operations accounting to be reported in its Annual Report on Form 10-K for the year ended December 31, 2026.

Article 11 of Regulation S-X requires that pro forma financial information include the following pro forma adjustments to the historical financial statements of the registrant as follows:

•Transaction Accounting Adjustments:

oAdjustments that reflect only the application of required accounting to the acquisition, disposition, or other transaction.

•Autonomous Entity Adjustments:

oAdjustments that are necessary to reflect the operations and financial position of the registrant as an autonomous entity when the registrant was previously part of another entity.

1

In addition, Regulation S-X permits registrants to reflect adjustments that depict synergies or dis-synergies of the acquisitions and dispositions for which pro forma effect is being given in the disclosures as management adjustments.

The following unaudited pro forma condensed consolidated statements of operations and unaudited pro forma condensed consolidated balance sheet reflect the following transactions in conjunction with the Ruckus Sale Transaction:

•Discontinued Operations of the Ruckus Business:

oThe historical financial results directly attributable to Ruckus in accordance with ASC 205

•Other Separation Adjustments:

oCash proceeds from the Sale

oEstimated unaccrued one-time bonus and transaction costs

oEstimated taxes payable Vistance Networks will owe as a result of the Sale

The Company expects to distribute a significant portion of the net proceeds to shareholders as a special distribution within 60 days following the closing of the Sale. The exact amount and timing of the distribution will be determined by the Board after closing and taking into account all relevant factors. Accordingly, no amounts related to the special distribution are reflected in the unaudited pro forma condensed consolidated financial statements.

The unaudited pro forma condensed consolidated financial statements do not contain any autonomous entity adjustments or potential synergies or dis-synergies that may occur in connection with the Sale.

2

Vistance Networks, Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of March 31, 2026

(In millions, except share amounts)

				Pro Forma Transaction Accounting Adjustments
	Historical Vistance Networks			Discontinued Operations of the Ruckus Business (a)			Other Separation Adjustments			Notes		Pro Forma
Assets
Cash and cash equivalents	$	2,510.0		$	(191.7)		$	1,830.0		(b)		$	4,148.3
Accounts receivable, net		377.4			(108.9)			-					268.5
Inventories, net		336.9			(81.7)			-					255.2
Prepaid expenses and other current assets		99.5			(4.1)			-					95.4
Total current assets	$	3,323.8		$	(386.4)		$	1,830.0				$	4,767.4
Property, plant and equipment, net		56.3			(7.9)			-					48.4
Goodwill		764.6			(495.9)			-					268.7
Other intangible assets, net		805.0			(107.6)			-					697.4
Deferred income taxes		303.9			(99.5)			-					204.4
Other noncurrent assets		189.4			(27.4)			-					162.0
Total assets	$	5,443.0		$	(1,124.7)		$	1,830.0				$	6,148.3
Liabilities and Stockholders’ Equity
Accounts payable	$	164.6		$	(39.2)		$	-					125.4
Accrued and other liabilities		334.0			(154.3)			73.8		(c)(h)(i)			253.5
Total current liabilities	$	498.6		$	(193.5)		$	73.8				$	378.9
Deferred income taxes		69.4			(1.5)			-					67.9
Other noncurrent liabilities		280.5			(125.0)			-					155.5
Total liabilities	$	848.5		$	(320.0)		$	73.8				$	602.3
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value: Authorized shares 1,300,000,000; Issued and outstanding shares: 225,513,374		2.5			-			-					2.5
Additional paid-in capital		2,491.7			-			-					2,491.7
Retained earnings		2,454.4			(804.7)			1,756.2		(e)			3,405.9
Accumulated other comprehensive income		1.1			-			-					1.1
Treasury stock, at cost: 19,766,856 shares		(355.2)			-			-					(355.2)
Total stockholders' equity		4,594.5			(804.7)			1,756.2					5,546.0
Total liabilities and stockholders' equity	$	5,443.0		$	(1,124.7)		$	1,830.0				$	6,148.3

See notes to unaudited pro forma condensed consolidated financial statements

3

Vistance Networks, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the three months ended March 31, 2026

(In millions, except per share amounts)

				Pro Forma Transaction Accounting Adjustments
	Historical Vistance Networks			Discontinued Operations of the Ruckus Business (a)			Notes		Other Separation Adjustments			Notes		Pro Forma
Net sales	$	471.8		$	(173.4)				$	-				$	298.4
Cost of sales		238.1			(55.9)					-					182.2
Gross profit		233.7			(117.5)					-					116.2
Transition service agreement income		1.1			-					-					1.1
Operating expenses:
Selling, general and administrative		109.2			(53.6)					-					55.6
Research and development		58.2			(25.3)					-					32.9
Amortization of purchased intangible assets		34.1			(12.5)					-					21.6
Restructuring costs, net		9.6			(3.0)					-					6.6
Total operating expenses		211.1			(94.4)					-					116.7
Operating income		23.7			(23.1)					-					0.6
Other income, net		2.1			(0.4)					-					1.7
Interest income		20.7			-					-					20.7
Income from continuing operations before income taxes		46.5			(23.5)					-					23.0
Income tax benefit		185.2			5.1		(f)			-					190.3
Income from continuing operations		231.7			(18.4)					-					213.3
Series A convertible preferred stock dividends		(1.7)			-					-					(1.7)
Net income from continuing operations attributable to common stockholders	$	230.0		$	(18.4)				$	-				$	211.6
Earnings per share from continuing operations
Basic	$	1.02										(j)		$	0.94
Diluted	$	0.97										(j)		$	0.89
Weighted average shares outstanding:
Basic		225.2										(j)			225.2
Diluted		237.9										(j)			237.9

See notes to unaudited pro forma condensed consolidated financial statements

4

Vistance Networks, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2025

(In millions, except per share amounts)

				Pro Forma Transaction Accounting Adjustments
	Historical Vistance Networks			Discontinued Operations of the Ruckus Business (a)			Notes		Other Separation Adjustments			Notes		Pro Forma
Net sales	$	1,931.6		$	(686.8)				$	-				$	1,244.8
Cost of sales		975.7			(230.4)					-					745.3
Gross profit		955.9			(456.4)					-					499.5
Transition service agreement income		35.5			-					16.1		(d)			51.6
Operating expenses:
Selling, general and administrative		497.4			(193.6)					2.4		(h)			306.2
Research and development		283.5			(118.4)					-					165.1
Amortization of purchased intangible assets		138.4			(49.9)					-					88.5
Restructuring costs, net		19.7			(3.4)					-					16.3
Other		4.8			-					-					4.8
Total operating expenses		943.8			(365.3)					2.4					580.9
Operating income (loss)		47.6			(91.1)					13.7					(29.8)
Other expense, net		(9.4)			1.8					-					(7.6)
Interest income		16.7			-					-					16.7
Income (loss) from continuing operations before income taxes		54.9			(89.3)					13.7					(20.7)
Income tax benefit		269.4			31.2		(f)			(3.1)		(g)			297.5
Income from continuing operations		324.3			(58.1)					10.6					276.8
Series A convertible preferred stock dividends		(68.9)			-					-					(68.9)
Net income from continuing operations attributable to common stockholders	$	255.4		$	(58.1)				$	10.6				$	207.9
Earnings per share from continuing operations
Basic	$	1.16										(j)		$	0.95
Diluted	$	1.11										(j)		$	0.90
Weighted average shares outstanding:
Basic		219.5										(j)			219.5
Diluted		230.0										(j)			230.0

See notes to unaudited pro forma condensed consolidated financial statements

5

Vistance Networks, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2024

(In millions, except per share amounts)

				Pro Forma Transaction Accounting Adjustments
	Historical Vistance Networks			Discontinued Operations of the Ruckus Business (a)			Notes		Pro Forma
Net sales	$	1,382.6		$	(521.2)				$	861.4
Cost of sales		777.5			(223.7)					553.8
Gross profit		605.1			(297.5)					307.6
Transition service agreement income		24.5			-					24.5
Operating expenses:
Selling, general and administrative		472.0			(152.3)					319.7
Research and development		247.5			(94.5)					153.0
Amortization of purchased intangible assets		165.1			(49.9)					115.2
Restructuring costs, net		36.7			(1.9)					34.8
Total operating expenses		921.3			(298.6)					622.7
Operating loss		(291.7)			1.1					(290.6)
Other income, net		7.9			(0.8)					7.1
Interest income		10.9			-					10.9
Loss from continuing operations before income taxes		(272.9)			0.3					(272.6)
Income tax benefit		66.9			(2.2)		(f)			64.7
Loss from continuing operations		(206.0)			(1.9)					(207.9)
Series A convertible preferred stock dividends		(65.2)			-					(65.2)
Net loss from continuing operations attributable to common stockholders	$	(271.2)		$	(1.9)				$	(273.1)
Loss per share from continuing operations
Basic	$	(1.27)					(j)		$	(1.27)
Diluted	$	(1.27)					(j)		$	(1.27)
Weighted average shares outstanding:
Basic		214.4					(j)			214.4
Diluted		214.4					(j)			214.4

See notes to unaudited pro forma condensed consolidated financial statements

6

Vistance Networks, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2023

(In millions, except per share amounts)

				Pro Forma Transaction Accounting Adjustments
	Historical Vistance Networks			Discontinued Operations of the Ruckus Business (a)			Notes		Pro Forma
Net sales	$	1,863.8		$	(739.4)				$	1,124.4
Cost of sales		963.5			(283.7)					679.8
Gross profit		900.3			(455.7)					444.6
Transition service agreement income		-			-					-
Operating expenses:
Selling, general and administrative		512.4			(174.2)					338.2
Research and development		318.8			(111.2)					207.6
Amortization of purchased intangible assets		227.0			(49.9)					177.1
Restructuring costs, net		29.4			(3.2)					26.2
Asset impairments		472.3			-					472.3
Total operating expenses		1,559.9			(338.5)					1,221.4
Operating loss		(659.6)			(117.2)					(776.8)
Other income, net		75.5			0.3					75.8
Interest income		11.1			-					11.1
Loss from continuing operations before income taxes		(573.0)			(116.9)					(689.9)
Income tax expense		(79.8)			23.8		(f)			(56.0)
Loss from continuing operations		(652.8)			(93.1)					(745.9)
Series A convertible preferred stock dividends		(61.8)			-					(61.8)
Net loss from continuing operations attributable to common stockholders	$	(714.6)		$	(93.1)				$	(807.7)
Loss per share from continuing operations
Basic	$	(3.39)					(j)		$	(3.83)
Diluted	$	(3.39)					(j)		$	(3.83)
Weighted average shares outstanding:
Basic		210.9					(j)			210.9
Diluted		210.9					(j)			210.9

See notes to unaudited pro forma condensed consolidated financial statements

7

Vistance Networks, Inc.

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

1. BASIS OF PRESENTATION

The historical financial information as of and for the three months ended March 31, 2026, has been derived from and should be read in conjunction with the historical unaudited condensed consolidated financial statements of Vistance Networks, included in Vistance Networks’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, and the assumptions outlined in Note 2 below. The historical financial information for the years ended December 31, 2025, 2024 and 2023 has been derived from and should be read in conjunction with the historical audited consolidated financial statements of Vistance Networks, included in Vistance Networks’ Annual Report on Form 10-K for the year ended December 31, 2025, and the assumptions outlined in Note 2 below.

2. PRO FORMA ADJUSTMENTS AND ASSUMPTIONS

The following adjustments have been reflected in the unaudited pro forma condensed consolidated financial statements:

a)The “Discontinued Operations of the Ruckus Business” column in the unaudited pro forma condensed consolidated financial statements represents the historical financial results directly attributable to Ruckus in accordance with ASC 205.

b)The unaudited pro forma condensed consolidated balance sheet reflects the cash consideration received in exchange for the sale of Ruckus, as follows:

	Amount
Cash consideration received for sale of Ruckus	$	1,846.0
Investment banker fees owed upon closing		(16.0)
Pro forma adjustment to cash and cash equivalents	$	1,830.0

c)Estimated unaccrued one-time transaction costs of $16.4 were recorded as an accrual in the unaudited pro forma condensed consolidated balance sheet within accrued and other liabilities. These costs consist of accounting, financial, and legal advisory fees.

d)In conjunction with the Sale, the Company entered into a Transition service agreement (“TSA”). Under the TSA, the Company will provide and receive certain post-closing services on a transitional basis. The TSA has an initial term of up to 9 months for certain services and provides for options to extend services for one renewal term of three months. For services provided, a pro forma adjustment recognizing the related monthly fixed fee income was included in transition services agreement income of $16.1 for the year ended December 31, 2025. The adjustment reflects only the initial contractual term of the TSA and excludes any renewal periods.

e)The adjustment made to retained earnings in the unaudited pro forma condensed consolidated balance sheet consists of the following adjustments:

	Amount
Cash consideration received for sale of Ruckus	$	1,846.0
Estimated unaccrued one-time transaction costs		(16.4)
Investment banker fees owed upon closing		(16.0)
One-time transaction bonus costs		(2.4)
Estimated taxes payable from the Sale		(55.0)
Pro forma adjustment to retained earnings	$	1,756.2

f)The income tax impacts of discontinued operations have been estimated using the applicable statutory income tax rate in the respective jurisdictions, adjusted for effective tax rate impacts related to permanent differences and income tax credits. The estimated income tax adjustments are subject to change and actual amounts will differ from the results reflected herein.

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Vistance Networks, Inc.

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

g)Represents the tax impact of the pro forma Other Separation Adjustments at the applicable blended statutory income tax rates.

h)Estimated unaccrued one-time bonus costs of $2.4 were recorded as an accrual in the unaudited pro forma condensed consolidated balance sheet within accrued and other liabilities. These one-time costs were directly attributed to the Sale and were paid by the Company following the Sale.

The adjustment to selling, general and administrative of $2.4 in the unaudited proforma condensed consolidated statement of operations for the year ended December 31, 2025 reflects the one-time bonus costs assuming payment made on January 1, 2025.

i)Represents taxes payable adjustment of $55.0 within accrued and other liabilities in the unaudited pro forma condensed consolidated balance sheet for the expected income tax payable due as a result of the gain on Sale. The current tax payable on the gain is reduced by tax attributes utilized in the current year. The estimated tax impact is subject to change and the actual impact could differ from the results reflected herein.

j)The following table summarizes the unaudited pro forma net earnings (loss) from continuing operations per share for the three months ended March 31, 2026 and years ended December 31, 2025, 2024 and 2023:

	Three Months Ended March 31, 2026			Year Ended December 31, 2025			Year Ended December 31, 2024			Year Ended December 31, 2023
Numerator:
Income (loss) from continuing operations attributable to common stockholders	$	211.6		$	207.9		$	(273.1)		$	(807.7)
Denominator:
Weighted average common shares outstanding - basic		225.2			219.5			214.4			210.9
Dilutive effect of equity-based awards		8.0			10.5			-			-
Dilutive effect of as-if converted Series A convertible preferred stock		4.7			-			-			-
Weighted average common shares outstanding - diluted		237.9			230.0			214.4			210.9
Basic:
Earnings (loss) from continuing operations per share	$	0.94		$	0.95		$	(1.27)		$	(3.83)
Diluted:
Earnings (loss) from continuing operations per share	$	0.89		$	0.90		$	(1.27)		$	(3.83)

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