Vistance Networks Q3 sales fall 5.4% to $320M

The board added up to $100 million in repurchase authority as management set 2026 Aurora adjusted EBITDA guidance at $180 million to $200 million.

Available on EDGAR 11/05/2026 - 07:12 AM EST Accepted by SEC EDGAR 11/05/2026 - 07:11 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Vistance Networks, Inc. (VISN) reported third-quarter 2026 net sales of $319.7 million, down 5.4% year over year, and GAAP income from continuing operations of $54.7 million versus a loss of $18.9 million a year earlier. Consolidated non-GAAP adjusted EBITDA was $56.6 million, up 128.2%. Operating cash flow was $(57.5) million, including continuing and discontinued operations.

At September 30, 2026, cash and cash equivalents were $683.1 million, with no outstanding borrowings under the asset-based revolving credit facility. Total liquidity was approximately $842.0 million. Management set 2026 Aurora adjusted EBITDA guidance at $180 million to $200 million, citing customer demand pushed into 2027.

Through October 30, 2026, the company had used $225 million under existing repurchase programs to buy back 28.9 million shares, approximately 13% of shares outstanding at the end of Q2, inclusive of shares that vested with the RUCKUS transaction in the third quarter. The board authorized up to an additional $100 million, in addition to $250 million in prior authorizations. Repurchases may be made in open-market or privately negotiated transactions; the program does not obligate the company to repurchase any particular amount and may be modified, suspended or discontinued.

1 point · 0 major

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Rhea-AI Sentiment measures something else, the tone of the wording.

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0 major · 2 points

How the balance works

Positive

• Moderate pointConsolidated non-GAAP adjusted EBITDA rose 128.2% to $56.6 million.

Negative

• Moderate pointNet sales declined 5.4% to $319.7 million year over year.
• Moderate pointOperating cash flow was $(57.5) million used, versus $151.4 million generated; includes discontinued operations.

Filing Explained

For the third quarter, the company reported net income of $1,030.6 million. Income from continuing operations was $54.7 million, so the total net-income figure is not the result from the continuing business alone.

8-K Event Classification

3 items: 2.02, 8.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Net sales: $319.7 million GAAP income from continuing operations: $54.7 million Non-GAAP adjusted EBITDA: $56.6 million +5 more

8 metrics

Net sales $319.7 million Third quarter 2026; down 5.4% year over year

GAAP income from continuing operations $54.7 million Third quarter 2026; versus a loss of $18.9 million in the prior-year quarter

Non-GAAP adjusted EBITDA $56.6 million Third quarter 2026; up 128.2% year over year

Operating cash flow $(57.5) million Third quarter 2026; includes continuing and discontinued operations

Cash and cash equivalents $683.1 million As of September 30, 2026

Aurora adjusted EBITDA guidance $180 million to $200 million Full-year 2026

Additional repurchase authorization Up to $100 million In addition to $250 million in prior authorizations

Repurchases through October 30, 2026 $225 million; 28.9 million shares Approximately 13% of shares outstanding at the end of Q2, inclusive of shares that vested with the RUCKUS transaction in the third quarter

Key Terms

non-GAAP adjusted EBITDA, free cash flow, asset-based revolving credit facility, Rule 10b5-1 plans, +1 more

5 terms

non-GAAP adjusted EBITDA financial

"Non-GAAP adjusted EBITDA increased 128.2% to $56.6 million"

Non-GAAP adjusted EBITDA is a measure of a company's profitability that shows earnings before interest, taxes, depreciation, and amortization, with certain adjustments made to exclude irregular or non-recurring expenses and income. It provides a clearer picture of ongoing operational performance by filtering out items that might distort the core business results. Investors use it to better compare how well different companies are performing without the noise of one-time events.

free cash flow financial

"Free cash flow used in the third quarter of 2026 was $57.7 million"

Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.

asset-based revolving credit facility financial

"no outstanding borrowings under its asset-based revolving credit facility"

A loan arrangement where a lender agrees to make funds available up to a set limit that a borrower can draw, repay, and draw again, with the amount available tied to the value of specific assets (like inventory, receivables, or equipment) pledged as collateral. It matters to investors because it provides flexible working capital while limiting risk exposure: the company can fund growth or cover shortfalls quickly, but borrowing capacity can shrink if asset values fall.

Rule 10b5-1 plans regulatory

"enter into Rule 10b-18 and/or Rule 10b5-1 plans to facilitate repurchases"

A Rule 10b5-1 plan is a prearranged schedule that lets company insiders buy or sell stock at set times or prices, set up when they do not possess confidential information. It acts like an automatic thermostat for trades, reducing the risk that otherwise-timed transactions could be accused of insider trading. Investors care because such plans increase transparency about insider activity and signal when insider trades are routine rather than reactive to private news.

stranded costs financial

"memory chip pricing and stranded costs were more than offset"

Costs or investments that a company cannot recover because changes in regulation, market conditions, technology, or demand make the assets or business assumptions obsolete or unprofitable. They typically arise when previously allowed ways of recouping costs (for example regulated rates, exclusive market position, or expected future cash flows) are removed or evaporate, leaving assets on the books that must be written down or paid for without corresponding revenue. Distinction: stranded costs are not merely past expenses (sunk costs) but are expenditures or expected recoveries that become unrecoverable due to external change and often prompt accounting write‑downs or regulatory recovery proceedings.

Earnings Snapshot

Net sales: $319.7 million · Guidance included

Third quarter 2026

Net sales $319.7 million -5.4% year over year

GAAP income from continuing operations $54.7 million From a loss of $18.9 million

Non-GAAP adjusted EBITDA $56.6 million +128.2% year over year

Aurora non-GAAP adjusted EBITDA $56.8 million +5.0% year over year

GAAP income from continuing operations per diluted share $0.24 From $(0.16) in the prior-year quarter

Guidance

2026 Aurora adjusted EBITDA: $180 million to $200 million.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were VISN's third-quarter 2026 sales and adjusted EBITDA?

VISN reported net sales of $319.7 million, down 5.4% year over year, and non-GAAP adjusted EBITDA of $56.6 million, up 128.2%. GAAP income from continuing operations was $54.7 million, versus a loss of $18.9 million in the prior-year quarter.

What is VISN's 2026 adjusted EBITDA outlook?

Management set 2026 Aurora adjusted EBITDA guidance at $180 million to $200 million. The company said the revision primarily reflects customer demand being pushed out into 2027.

How much is VISN authorized to repurchase?

The board authorized up to an additional $100 million of common-stock repurchases, in addition to $250 million in prior authorizations. Repurchases may be made in open-market or privately negotiated transactions, and the program may be modified, suspended or discontinued.

How did VISN's Aurora orders and backlog compare with last year?

Aurora orders increased 41% year over year, while backlog totaled $410 million, up 3% from the same period last year.

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

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false000151722800015172282026-11-052026-11-05

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): November 5, 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 2.02. Results of Operations and Financial Condition.

On November 5, 2026, Vistance Networks, Inc. (the “Company” or “Vistance Networks”) issued a press release relating to its financial results for the third quarter of 2026. A copy of the press release, which is incorporated by reference herein, is attached hereto as Exhibit 99.1. Following the publication of the press release, the Company will host an earnings call during which its financial results for the third quarter of 2026 will be discussed.

The foregoing information (including the exhibit hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 8.01. Other Events

On November 5, 2026, the Company announced that the Board has authorized an additional repurchase of up to an aggregate of $100 million of the Company’s outstanding common stock (the “Repurchase Program”). This Repurchase Program is in addition to the $100 million repurchase program that was announced on April 30, 2026, and the $150 million repurchase program that was announced on August 26, 2026.

Any share repurchases under the Repurchase Program will be made in accordance with applicable securities laws in either open market or privately negotiated transactions. The Company may also, from time to time, enter into Rule 10b-18 and/or Rule 10b5-1 plans to facilitate repurchases of its shares under the Repurchase Program. The method, timing and amount of shares repurchased under the Repurchase Program will depend on several factors, including capital and liquidity requirements, market conditions and alternative uses for cash. The Repurchase Program does not obligate the Company to acquire any particular amount of its common stock, and the Repurchase Program may be modified, suspended or discontinued at any time.

Item 9.01. Financial Statements and Exhibits.

Exhibit.		Description.
99.1		Vistance Networks, Inc. press release, dated November 5, 2026
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: November 5, 2026			Vistance Networks, Inc.
		By:	/s/ Kyle D. Lorentzen
			Name:	Kyle D. Lorentzen
			Title:	Executive Vice President and
				Chief Financial Officer

Exhibit 99.1

Vistance Networks Reports Third Quarter 2026 Results

Third Quarter Highlights

•Net sales of $319.7 million

•GAAP income from continuing operations of $54.7 million

•Non-GAAP adjusted EBITDA of $56.6 million (1)

•Aurora Networks "Aurora" operating income of $23.0 million

•Aurora non-GAAP adjusted EBITDA of $56.8 million* (1)

•Cash flow used in operations of $(57.5) million and free cash flow of $(57.7) million (2)

* Reflects the results of Aurora, our reportable segment, which represent substantially all of our net sales and exclude general corporate costs that were previously allocated to the divested RUCKUS and CCS segments because they were not directly attributable to the divested segments. See the segment comparison tables below showing the breakdown of Aurora’s results and the corporate and other costs previously allocated to the divested RUCKUS and CCS segments.

(1) See “Non-GAAP Financial Measures” and “Reconciliation of GAAP Measures to Non-GAAP Adjusted Measures” below.

(2) The cash flows related to discontinued operations have not been segregated. Accordingly, this cash flow information includes the results of continuing and discontinued operations.

Richardson, TX, November 5, 2026 — Vistance Networks, Inc. (NASDAQ: VISN), a global leading provider of intelligent network solutions, today reported results for the quarter ended September 30, 2026.

Summary of Consolidated Results
		Q3				Q3				% Change
		2026				2025				YOY
		(in millions, except per share amounts)
Net sales		$	319.7			$	337.8				(5.4	)%
GAAP income (loss) from continuing operations			54.7				(18.9	)		NM
GAAP income (loss) from continuing operations per diluted share			0.24				(0.16	)		NM
Non-GAAP adjusted EBITDA (1)			56.6				24.8				128.2
Aurora operating income			23.0				25.5				(9.8	)
Aurora non-GAAP adjusted EBITDA (1) (2)			56.8				54.1				5.0
Non-GAAP adjusted net income per diluted share (1)			0.23				0.06				283.3
NM – Not meaningful
(1) See “Non-GAAP Financial Measures” below.
(2) Reflects the results of Aurora, our reportable segment, which represent substantially all of our net sales and exclude general corporate costs that were previously allocated to the divested RUCKUS and CCS segments because they were not directly attributable to the divested segments.

“During the third quarter, we continued to make progress across our Vistance Networks business, supported by ongoing DOCSIS 4.0 deployments and adoption of our next-generation intelligent amplifiers. While memory chip pressures and customer deployment timing continue to impact near-term performance, we remain confident in the long-term demand for our products and opportunities to expand our portfolio. We are also pleased with the significant value we have returned to shareholders following the divestitures of our CCS and RUCKUS businesses. Including our recently announced $1.50 per share special distribution, we will have distributed $16.50 per share in 2026. As of October 30, 2026, we repurchased $225 million of stock under our existing stock repurchase programs. With a strong, debt-free balance sheet, we are well positioned to continue investing in our business and creating additional value,” said Chuck Treadway, President and Chief Executive Officer.

“Aurora Networks delivered $320 million of revenue and $57 million of Adjusted EBITDA in the third quarter. This was generally aligned with our expectations as memory chip pricing and stranded costs were more than offset by a lower variable compensation. Looking ahead, we are revising our full-year adjusted EBITDA guidance to $180 million to $200 million, primarily resulting from customer demand being pushed out into 2027. We remain confident in the underlying demand for our products and are focused on managing costs, maintaining financial flexibility and positioning the business to capitalize on longer-term network upgrade opportunities," said Kyle Lorentzen, Chief Financial Officer.

Through October 30th, the Company has utilized $225 million of the authorization to buy back 28.9 million shares or approximately 13% of the outstanding shares at the end of the second quarter, inclusive of shares that vested with the Ruckus transaction in the third quarter.

Third Quarter Results and Comparisons

Net sales in the third quarter of 2026 decreased 5.4% year-over-year to $319.7 million with decreases in the United States (U.S.), the Caribbean and Latin America (CALA) region and Canada, partially offset by increases in the Europe, Middle East and Africa (EMEA) region and the Asia Pacific (APAC) region.

Income from continuing operations of $54.7 million, or $0.24 per diluted share, in the third quarter of 2026, increased compared to loss from continuing operations of $18.9 million, or $(0.16) per diluted share in the same prior year period. Non-GAAP adjusted net income for the third quarter of 2026 was $53.0 million, or $0.23 per diluted share, increased compared to $17.7 million, or $0.06 per diluted share, in the same prior year period.

Aurora operating income decreased $2.5 million or 9.8% to $23.0 million in the third quarter compared to $25.5 million in the same prior year period.

Aurora non-GAAP adjusted EBITDA increased 5.0% to $56.8 million in the third quarter of 2026 compared to $54.1 million in the same prior year period. Aurora non-GAAP adjusted EBITDA as a percentage of net sales increased to 17.8% in the third quarter of 2026 compared to 16.0% in the same prior year period. Non-GAAP adjusted EBITDA increased 128.2% to $56.6 million in the third quarter of 2026 compared to $24.8 million in the same prior year period. Non-GAAP adjusted EBITDA as a percentage of net sales increased to 17.7% in the third quarter of 2026 compared to 7.3% in the same prior year period.

Third Quarter Comparisons

Sales by Region

										% Change
		Q3 2026				Q3 2025				YOY
United States		$	252.9			$	274.6				(7.9	)	%
Europe, Middle East and Africa			26.6				15.2				75.0
Asia Pacific			18.5				16.6				11.4
Caribbean and Latin America			10.3				16.3				(36.8	)
Canada			11.4				15.1				(24.5	)
Total net sales		$	319.7			$	337.8				(5.4	)	%

Segment Net Sales

										% Change
		Q3 2026				Q3 2025				YOY
Aurora (1)		$	319.8			$	337.8				(5.3	)	%
Corporate and other (2)			(0.1	)			—			NM
Total net sales		$	319.7			$	337.8				(5.4	)	%

Segment Operating Income (Loss)

										% Change
		Q3 2026				Q3 2025				YOY
Aurora (1)		$	23.0			$	25.5				(9.8	)	%
Corporate and other (3)			(0.1	)			(37.0	)			(99.7	)
Total operating income (loss)		$	22.9			$	(11.5	)		NM

Segment Adjusted EBITDA (See “Non-GAAP Financial Measures,” below)

										% Change
		Q3 2026				Q3 2025				YOY
Aurora (1)		$	56.8			$	54.1				5.0		%
Corporate and other (3)			(0.2	)			(29.3	)			(99.3	)
Total segment adjusted EBITDA		$	56.6			$	24.8				128.2		%
NM – Not meaningful
(1) Reflects the results of Aurora, our reportable segment, which represent substantially all of our net sales and exclude general corporate costs that were previously allocated to the divested RUCKUS and CCS segments because they were not directly attributable to the divested segments.
(2) Includes certain revenues reflected within continuing operations related to products associated with businesses affected by prior divestiture transactions. Such amounts continue to be reported within continuing operations based on the terms of the underlying transactions.
(3) Primarily reflects general corporate costs that were previously allocated to the divested RUCKUS and CCS segments. These indirect expenses have been classified as continuing operations because they were not directly attributable to the divested segments. The costs previously allocated to the CCS segment were reallocated to our remaining segments and partially offset by income under the Amphenol TSA beginning in the first quarter of 2026. Beginning in the third quarter of 2026, the costs previously allocated to the RUCKUS segment were reallocated to our remaining segment and partially offset by income under the Belden TSA.

Net Sales, Cash Flow and Balance Sheet

•Aurora net sales of $319.8 million decreased 5.3% compared with the same prior year period driven by a decrease in the legacy business, partially offset by an increase in the Access Technologies business.

•Aurora orders increased 41% compared with the same prior year period, while backlog totaled $410 million, up 3% compared with the same prior year period.

•GAAP cash flow used in operations in the third quarter of 2026 was $57.5 million.

•Free cash flow used in the third quarter of 2026 was $57.7 million after adjusting operating cash flow for $0.2 million of additions to property, plant and equipment. The cash flows related to discontinued operations have not been segregated. Accordingly, this cash flow information includes the results of continuing and discontinued operations.

•The Company ended the quarter with $683.1 million in cash and cash equivalents.

•As of September 30, 2026, the Company had no outstanding borrowings under its asset-based revolving credit facility and had availability of $158.9 million, after taking into account the borrowing base limitations and outstanding letters of credit. The Company ended the quarter with total liquidity of approximately $842.0 million.

Stock Repurchase Plan

In addition, the Company announced that its Board of Directors has approved a share repurchase program authorizing the Company to repurchase up to an aggregate of $100 million of its outstanding shares of common stock. The $100 million repurchase authorization is in addition to the $250 million in aggregate repurchase authorizations that were previously announced by the Company. The Company may repurchase shares in the open market, in privately negotiated transactions or in such other manners as determined by the Company, including through repurchase plans complying with the rules and regulations of the Securities and Exchange Commission (the “SEC”). The method, timing and amount of any repurchases made under the share repurchase program will depend on a variety of factors, including capital and liquidity requirements, market conditions and alternative uses for cash. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and the program may be modified, suspended or discontinued at any time.

Conference Call, Webcast and Investor Presentation

As previously announced, Vistance Networks will host a conference call today at 8:30 a.m. ET in which management will discuss third quarter of 2026 results. The conference call will also be webcast.

The live, listen-only audio of the call will be available through a link on the Events and Presentations page of Vistance Networks’ Investor Relations website.

A webcast replay will be archived on Vistance Networks’ website for a limited period of time following the conference call.

During the conference call, the Company may discuss and answer questions concerning business and financial developments and trends that have occurred after quarter-end. The Company’s responses to questions, as well as other matters discussed during the conference call, may contain or constitute information that has not been disclosed previously.

About Vistance Networks:

Vistance Networks (NASDAQ: VISN) shapes the future of communications technology, pushing past what is possible. We deliver solutions that bring reliability and performance to a world always in motion. Our global team of innovators and employees are trusted advisors who listen to customers first, then deliver value. Discover more at www.vistancenetworks.com. Follow us on LinkedIn.

Investor Contact:
Jenny Thompson
Jenny.Thompson@VistanceNetworks.com

News Media Contact: Luke Hamer
Luke.Hamer@VistanceNetworks.com

Non-GAAP Financial Measures

Management believes that presenting certain non-GAAP financial measures enhances an investor’s understanding of our financial performance. Management further believes that these financial measures are useful in assessing Vistance Networks’ operating performance from period to period by excluding certain items that we believe are not representative of our core business. Management also uses certain of these financial measures for business planning purposes and in measuring Vistance Networks’ performance relative to that of its competitors. Management believes these financial measures are commonly used by investors to evaluate Vistance Networks’ performance and that of its competitors. However, Vistance Networks’ use of certain non-GAAP terms may vary from that of others in its industry. Non-GAAP financial measures should not be considered as alternatives to operating income (loss), net income (loss), cash flow from operations or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance, operating cash flows or liquidity. A reconciliation of each of the non-GAAP measures discussed herein to their most comparable GAAP measures is below.

Forward Looking Statements

This press release includes certain statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect our current views with respect to future events and financial performance. These forward-looking statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “potential,” “anticipate,” “should,” “could,” “designed to,” “foreseeable future,” “believe,” “think,” “scheduled,” “outlook,” “target,” “guidance” and similar expressions, although not all forward-looking statements contain such terms. This list of indicative terms and phrases is not intended to be all-inclusive.

These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control, including, without limitation, our dependence on customers’ capital spending on data, communication and entertainment equipment, which could be negatively impacted by a regional or global economic downturn, among other factors; the potential impact of higher than normal inflation; concentration of sales among a limited number of customers; risks associated with our sales through channel partners; changes to the regulatory environment in which we and our customers operate; changes in technology; industry competition and the ability to retain customers through product innovation, introduction, and marketing; changes in cost and availability of key components, including memory chips, and the potential effect on customer pricing and timing of delivery of products to customers; risks related to our ability to implement price increases on our products and services; risks associated with our dependence on a limited number of key suppliers for certain components; risks related to the successful execution of our initiatives related to stranded costs reductions; potential difficulties in realigning manufacturing capacity and capabilities between our manufacturing facility and facilities of our contract manufacturers that may affect our ability to meet customer demands

for products; possible future restructuring actions; the risk that our manufacturing operations, including our contract manufacturers on which we rely, encounter capacity, production, quality, financial or other difficulties causing difficulty in meeting customer demands; our ability to access available credit or otherwise obtain financing on acceptable terms or at all; our ability to generate cash to service any future indebtedness; our ability to fully realize anticipated benefits from prior or future divestitures, acquisitions or equity investments; possible future additional impairment charges for fixed or intangible assets, including goodwill; our ability to attract and retain qualified key employees; labor unrest; product quality or performance issues, including those associated with our suppliers or contract manufacturers, and associated warranty claims; our ability to maintain effective management information technology systems and to successfully implement major systems initiatives; cyber security incidents, including data security breaches, ransomware or computer viruses; the use of open standards; the long-term impact of climate change; significant international operations exposing us to economic risks like variability in foreign exchange rates and inflation, as well as political, geopolitical and other risks, including the impact of wars, regional conflicts and terrorism; our ability to comply with governmental anti-corruption laws and regulations worldwide; the impact of export and import controls and sanctions worldwide on our supply chain and ability to compete in international markets; changes in the laws and policies in the U.S. affecting trade, including the risk and uncertainty related to tariffs or potential trade wars and potential changes to laws and policies, that may impact our products and costs; the costs of protecting or defending intellectual property; costs and challenges of compliance with domestic and foreign social and environmental laws; the impact of litigation and similar regulatory proceedings in which we are involved or may become involved, including the costs of such litigation; the scope, duration and impact of disease outbreaks and pandemics, such as COVID-19, on our business, including employees, sites, operations, customers, supply chain logistics and the global economy; our stock price volatility; income tax rate variability and ability to recover amounts recorded as deferred tax assets; and other factors beyond our control.

These and other factors are discussed in greater detail under the heading "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2025, and may be updated from time to time in our annual reports, quarterly reports, current reports and other filings we make with the Securities and Exchange Commission. Although the information contained in this press release represents our best judgment as of the date of this release based on information currently available and reasonable assumptions, we can give no assurance that the expectations will be attained or that any deviation will not be material. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date made. We are not undertaking any duty or obligation to update this information to reflect developments or information obtained after the date of this press release, except to the extent required by law.

—END—

Vistance Networks, Inc.
Condensed Consolidated Statements of Operations
(Unaudited -- In millions, except per share amounts)
		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2026				2025				2026				2025
Net sales		$	319.7			$	337.8			$	937.7			$	897.5
Cost of sales			207.3				217.4				596.2				527.2
Gross profit			112.4				120.4				341.5				370.3
Transition service agreement income			7.6				8.6				9.2				27.6
Operating expenses:
Selling, general and administrative			48.6				74.8				168.3				222.0
Research and development			27.4				42.6				91.1				124.7
Amortization of purchased intangible assets			19.0				21.6				59.6				66.8
Restructuring costs, net			2.1				1.6				17.2				13.1
Other			—				(0.1	)			—				4.8
Total operating expenses			97.1				140.5				336.2				431.4
Operating income (loss)			22.9				(11.5	)			14.5				(33.5	)
Other income (expense), net			(0.2	)			0.1				3.2				(6.2	)
Interest expense			(0.9	)			—				(1.7	)			—
Interest income			12.9				3.9				39.1				11.4
Income (loss) from continuing operations before income taxes			34.7				(7.5	)			55.1				(28.3	)
Income tax (expense) benefit			20.0				(11.4	)			42.3				347.8
Income (loss) from continuing operations			54.7				(18.9	)			97.4				319.5
Income from discontinued operations, net of income tax expense    of $300.9, $27.9, $1,474.7 and $478.1, respectively			975.9				127.3				6,736.3				604.7
Net income			1,030.6				108.4				6,833.7				924.2
Series A convertible preferred stock dividends			—				(17.3	)			(1.7	)			(51.3	)
Deemed dividend on redemption of Series A convertible preferred stock			0.1				—				(11.8	)			—
Net income attributable to common stockholders		$	1,030.7			$	91.1			$	6,820.2			$	872.9
Basic:
Earnings (loss) from continuing operations per share		$	0.24			$	(0.16	)		$	0.37			$	1.23
Earnings from discontinued operations per share			4.35				0.57				29.85				2.76
Earnings per share		$	4.59			$	0.41			$	30.22			$	3.99
Diluted:
Earnings (loss) from continuing operations per share		$	0.24			$	(0.16	)		$	0.36			$	1.17
Earnings from discontinued operations per share			4.30				0.57				29.12				2.20
Earnings per share		$	4.54			$	0.41			$	29.48			$	3.37
Weighted average shares outstanding:
Basic			224.7				221.5				225.7				218.7
Diluted (a)			226.9				221.5				231.3				274.1
(a) Calculation of diluted earnings per share:
Net income attributable to common stockholders (basic and diluted)		$	1,030.7			$	91.1			$	6,820.2			$	872.9
Weighted average shares (basic)			224.7				221.5				225.7				218.7
Dilutive effect of equity-based awards			2.2				—				5.6				10.2
Dilutive effect of as-if converted Series A convertible preferred stock			—				—				—				45.2
Denominator (diluted)			226.9				221.5				231.3				274.1
See notes to unaudited condensed consolidated financial statements included in our Form 10-Q.

Vistance Networks, Inc.
Condensed Consolidated Balance Sheets
(In millions, except share amounts)
		Unaudited September 30, 2026				December 31, 2025
Assets
Cash and cash equivalents		$	683.1			$	613.5
Accounts receivable, net of allowance for credit losses    of $0.5 and $1.2, respectively			290.0				273.4
Inventories, net			357.8				238.7
Prepaid expenses and other current assets			89.6				46.0
Current assets held for sale			—				4,624.6
Total current assets			1,420.5				5,796.2
Property, plant and equipment, net of accumulated depreciation    of $129.7 and $134.7, respectively			44.6				50.3
Goodwill			268.7				268.7
Other intangible assets, net			659.3				719.1
Deferred income taxes			305.6				1,722.3
Other noncurrent assets			119.8				118.4
Noncurrent assets held for sale			—				696.0
Total assets		$	2,818.5			$	9,371.0
Liabilities and Stockholders' Equity (Deficit)
Accounts payable		$	178.8			$	161.4
Accrued and other liabilities			176.0				306.7
Current liabilities held for sale			—				1,027.4
Total current liabilities			354.8				1,495.5
Long-term debt			—				7,260.2
Deferred income taxes			64.4				67.3
Other noncurrent liabilities			165.7				153.4
Noncurrent liabilities held for sale			—				120.0
Total liabilities			584.9				9,096.4
Commitments and contingencies
Series A convertible preferred stock, $0.01 par value			—				1,278.7
Stockholders' equity (deficit):
Preferred stock, $0.01 par value: Authorized shares: 200,000,000;
Issued and outstanding shares: None and 1,278,653, respectively, Series A convertible preferred stock			—				—
Common stock, $0.01 par value: Authorized shares: 1,300,000,000;    Issued and outstanding shares: 212,979,678 and 223,260,316,    respectively			2.5				2.4
Additional paid-in capital			2,511.6				2,487.9
Retained earnings (accumulated deficit)			259.3				(3,040.8	)
Accumulated other comprehensive income (loss)			1.4				(118.7	)
Treasury stock, at cost: 39,678,750 shares and    18,665,426 shares, respectively			(541.2	)			(334.9	)
Total stockholders' equity (deficit)			2,233.6				(1,004.1	)
Total liabilities and stockholders' equity (deficit)		$	2,818.5			$	9,371.0
See notes to unaudited condensed consolidated financial statements included in our Form 10-Q.

Vistance Networks, Inc.
Condensed Consolidated Statements of Cash Flows (1)
(Unaudited -- In millions)
		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2026				2025				2026				2025
Operating Activities:
Net income		$	1,030.6			$	108.4			$	6,833.7			$	924.2
Adjustments to reconcile net income to net cash generated    by (used in) operating activities:
Depreciation and amortization			22.2				74.7				84.7				227.9
Equity-based compensation			7.6				10.7				23.7				27.3
Deferred income taxes			154.8				31.4				1,390.8				32.7
(Gain) loss on disposal of discontinued operations			(1,256.4	)			0.2				(8,265.7	)			(869.0	)
Noncash write-off of unamortized DFF and OID			0.5				—				101.8				—
Changes in assets and liabilities:
Accounts receivable			(5.0	)			(108.8	)			(45.0	)			(347.3	)
Inventories			(43.9	)			22.5				(159.9	)			(67.5	)
Prepaid expenses and other assets			141.8				(72.8	)			(42.8	)			(148.9	)
Accounts payable and other liabilities			(109.1	)			82.3				(292.1	)			208.2
Other			(0.6	)			2.8				13.9				54.0
Net cash generated by (used in) operating activities			(57.5	)			151.4				(356.9	)			41.6
Investing Activities:
Additions to property, plant and equipment			(0.2	)			(16.4	)			(4.4	)			(44.5	)
Proceeds from sale of property, plant and equipment			—				—				—				10.0
Net proceeds from divestitures			1,868.1				0.1				12,409.8				2,041.9
Other			1.9				—				1.9				—
Net cash generated by (used in) investing activities			1,869.8				(16.3	)			12,407.3				2,007.4
Financing Activities:
Long-term debt repaid			—				—				(7,370.8	)			(2,049.0	)
Long-term debt proceeds			—				—				—				50.0
Debt issuance costs			(0.7	)			—				(3.3	)			(5.7	)
Redemption of Series A convertible preferred stock			—				—				(1,278.7	)			—
Special distributions paid to common shareholders			(1,118.9	)			—				(3,435.2	)			—
Dividends paid on Series A convertible preferred stock			—				—				(1.7	)			—
Proceeds from the issuance of common shares under equity-based    compensation plans			0.1				—				1.9				—
Tax withholding payments for vested equity-based compensation    awards			(4.5	)			(0.3	)			(47.7	)			(11.2	)
Repurchases of common stock			(157.0	)			—				(157.0	)			—
Net cash used in financing activities			(1,281.0	)			(0.3	)			(12,292.5	)			(2,015.9	)
Effect of exchange rate changes on cash and cash equivalents			0.2				(0.6	)			2.4				8.9
Change in cash and cash equivalents			531.5				134.2				(239.7	)			42.0
Cash and cash equivalents at beginning of period			151.6				571.1				922.8				663.3
Cash and cash equivalents at end of period		$	683.1			$	705.3			$	683.1			$	705.3
(1) The cash flows related to discontinued operations have not been segregated. Accordingly, the Condensed Consolidated Statements of Cash Flows include the results of continuing and discontinued operations.
See notes to unaudited condensed consolidated financial statements included in our Form 10-Q.

Vistance Networks, Inc.
Reconciliation of GAAP Measures to Non-GAAP Adjusted Measures
(Unaudited -- In millions, except per share amounts)
		Three Months Ended
		September 30,
		2026				2025
Income (loss) from continuing operations, as reported		$	54.7			$	(18.9	)
Income tax expense (benefit), as reported			(20.0	)			11.4
Interest income, as reported			(12.9	)			(3.9	)
Interest expense, as reported			0.9				—
Other (income) expense, as reported			0.2				(0.1	)
Operating income (loss), as reported		$	22.9			$	(11.5	)
Adjustments:
Amortization of purchased intangible assets			19.0				21.6
Restructuring costs, net			2.1				1.6
Equity-based compensation			7.4				7.2
Transaction, transformation and integration costs			2.3				1.3
Depreciation			2.9				4.7
Other			—				(0.1	)
Total adjustments to operating income (loss)			33.7				36.3
Non-GAAP adjusted EBITDA		$	56.6			$	24.8
Income (loss) from continuing operations, as reported		$	54.7			$	(18.9	)
Adjustments:
Total pretax adjustments to adjusted EBITDA			30.8				31.6
Pretax amortization of debt issuance costs and OID (1)			0.7				—
Tax effects of adjustments and other tax items (2)			(33.2	)			5.0
Non-GAAP adjusted net income		$	53.0			$	17.7
GAAP income (loss) from continuing operations per    diluted share, as reported (3)		$	0.24			$	(0.16	)
Non-GAAP adjusted net income per diluted share (4)		$	0.23			$	0.06
(1) Included in interest expense.
(2) The tax rates applied to adjustments reflect the tax expense or benefit based on the tax jurisdiction of the entity generating the adjustment. There are certain items for which we expect little or no tax effect.
(3) For the three months ended September 30, 2025, GAAP income (loss) from continuing operations per diluted share was calculated using income (loss) from continuing operations in the numerator, and includes the impact of the Series A convertible preferred stock dividend.
(4) Diluted shares used in the calculation of non-GAAP adjusted diluted income per share are 226.9 million and 277.7 million for the three months ended September 30, 2026 and 2025, respectively.
See “Non-GAAP Financial Measures” above.

Vistance Networks, Inc.
Sales by Region
(Unaudited -- In millions)
Sales by Region
										% Change
		Q3 2026				Q3 2025				YOY
United States		$	252.9			$	274.6				(7.9	)	%
Europe, Middle East and Africa			26.6				15.2				75.0
Asia Pacific			18.5				16.6				11.4
Caribbean and Latin America			10.3				16.3				(36.8	)
Canada			11.4				15.1				(24.5	)
Total net sales		$	319.7			$	337.8				(5.4	)	%

Vistance Networks, Inc.
Segment Information
(Unaudited -- In millions)
Segment Net Sales
										% Change
		Q3 2026				Q3 2025				YOY
Aurora (1)		$	319.8			$	337.8				(5.3	)	%
Corporate and other (2)			(0.1	)			—			NM
Total net sales		$	319.7			$	337.8				(5.4	)	%
Segment Adjusted EBITDA (3)
										% Change
		Q3 2026				Q3 2025				YOY
Aurora (1)		$	56.8			$	54.1				5.0		%
Corporate and other (4)			(0.2	)			(29.3	)			(99.3	)
Total segment adjusted EBITDA		$	56.6			$	24.8				128.2		%
(1) Reflects the results of Aurora, our reportable segment, which represent substantially all of our net sales and exclude general corporate costs that were previously allocated to the divested RUCKUS and CCS segments because they were not directly attributable to the divested segments.
(2) Includes certain revenues reflected within continuing operations related to products associated with businesses affected by prior divestiture transactions. Such amounts continue to be reported within continuing operations based on the terms of the underlying transactions.
(3) See “Non-GAAP Financial Measures” above.
(4) Primarily reflects general corporate costs that were previously allocated to the divested RUCKUS and CCS segments. These indirect expenses have been classified as continuing operations because they were not directly attributable to the divested segments. The costs previously allocated to the CCS segment were reallocated to our remaining segments and partially offset by income under the Amphenol transition service agreement (TSA) beginning in the first quarter of 2026. Beginning in the third quarter of 2026, the costs previously allocated to the RUCKUS segment were reallocated to our remaining segment and partially offset by income under the Belden TSA.

Vistance Networks, Inc.
Reconciliation of GAAP to Segment Adjusted EBITDA
(Unaudited -- In millions)
Third Quarter 2026 Segment Adjusted EBITDA Reconciliation
		Aurora				Corporate and other (1)				Total
Operating income (loss), as reported		$	23.0			$	(0.1	)		$	22.9
Amortization of purchased intangible assets			19.0				—				19.0
Restructuring costs, net			2.1				—				2.1
Equity-based compensation			7.4				—				7.4
Transaction, transformation and integration costs			2.3				—				2.3
Depreciation			2.9				—				2.9
Segment adjusted EBITDA		$	56.8				(0.2	)		$	56.6
Segment adjusted EBITDA % of sales			17.8	%		NM					17.7	%

Third Quarter 2025 Segment Adjusted EBITDA Reconciliation
		Aurora				Corporate and other (1)				Total
Operating income (loss), as reported		$	25.5			$	(37.0	)		$	(11.5	)
Amortization of purchased intangible assets			21.4				0.2				21.6
Restructuring costs, net			0.5				1.1				1.6
Equity-based compensation			2.9				4.3				7.2
Transaction, transformation and integration costs			0.3				1.0				1.3
Depreciation			3.6				1.1				4.7
Other			—				(0.1	)			(0.1	)
Segment adjusted EBITDA		$	54.1			$	(29.3	)		$	24.8
Segment adjusted EBITDA % of sales			16.0	%		NM					7.3	%
(1) The corporate and other category above primarily reflects general corporate costs that were previously allocated to the divested RUCKUS and CCS segments. These indirect expenses have been classified as continuing operations because they were not directly attributable to the divested segments. The costs previously allocated to the CCS segment were reallocated to our remaining segments and partially offset by income under the Amphenol TSA beginning in the first quarter of 2026. Beginning in the third quarter of 2026, the costs previously allocated to the RUCKUS segment were reallocated to our remaining segment and partially offset by income under the Belden TSA.
NM – Not meaningful
Components may not sum to total due to rounding.
See “Non-GAAP Financial Measures” above.

Vistance Networks, Inc.
Free Cash Flow
(Unaudited -- In millions)
Free Cash Flow (1)
		Q3 2025				Q4 2025				Q1 2026				Q2 2026			Q3 2026
Cash flow from operations		$	151.4			$	281.3			$	(226.6	)		$	(72.7	)	$	(57.5	)
Capital expenditures			(16.4	)			(25.8	)			(2.2	)			(2.0	)		(0.2	)
Free cash flow		$	135.0			$	255.5			$	(228.8	)		$	(74.7	)	$	(57.7	)
(1) The cash flows related to discontinued operations have not been segregated. Accordingly, the Condensed Consolidated Statements of Cash Flows include the results of continuing and discontinued operations.

Vistance Networks, Inc.
Adjusted Gross Profit and Adjusted Operating Expense
(Unaudited -- In millions)
GAAP to Non-GAAP Adjusted Gross Profit
	Q3 2025			Q4 2025			Q1 2026			Q2 2026			Q3 2026
Gross profit, as reported	$	120.4		$	129.2		$	116.3		$	112.9		$	112.4
Equity-based compensation		—			0.1			0.1			(0.1	)		0.1
Adjusted gross profit	$	120.4		$	129.3		$	116.4		$	112.8		$	112.5
Adjusted gross profit as % of sales		35.6	%		37.2	%		39.0	%		35.3	%		35.2	%
GAAP to Non-GAAP Adjusted Operating Expense
	Q3 2025			Q4 2025			Q1 2026			Q2 2026			Q3 2026
Selling, general and administrative, as reported	$	74.8		$	81.9		$	55.5		$	64.1		$	48.6
Research and development, as reported		42.6			40.4			32.9			30.8			27.4
Operating expenses	$	117.4		$	122.3		$	88.4		$	94.9		$	76.0
Equity-based compensation		7.2			7.3			4.3			6.8			7.3
Transaction, transformation and integration costs		1.3			8.9			4.5			7.6			2.3
Adjusted operating expense	$	108.9		$	106.1		$	79.6		$	80.5		$	66.4
Adjusted operating expense as % of sales		32.2	%		30.5	%		26.7	%		25.2	%		20.8	%
Components may not sum to total due to rounding.
See “Non-GAAP Financial Measures” above.

Vistance Networks, Inc.
Reconciliation of GAAP Measures to Non-GAAP Adjusted Measures
(Unaudited -- In millions)
Adjusted EBITDA Outlook Reconciliation
	Outlook Range
	2026
Aurora operating income	$	40		$	52
Adjustments:
Amortization of purchased intangible assets		80			80
Equity-based compensation		20			22
Restructuring costs, net and transaction and transformation costs		28			32
Depreciation		12			14
Total adjustments to operating income		140			148
Aurora adjusted EBITDA	$	180		$	200
Our actual results may be impacted by additional events for which information is not currently available, such as additional restructuring activities, asset impairments, additional transaction, transformation and integration costs and other gains or losses related to events that are not currently known or measurable.
See "Forward-Looking Statements" and "Non-GAAP Financial Measures" above.

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