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  4. [8-K] Vistance Networks, Inc. Reports Material Event

Vistance Networks (NASDAQ: VISN) declares $5 per share special payout

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Vistance Networks reported governance and capital return actions. Joanne M. Maguire retired from the Board of Directors effective August 4, 2026; the company states her decision was not due to any disagreement with the company, management or the Board. The Board size was reduced to seven members and current director Thomas J. Manning was appointed to the Nominating & Corporate Governance Committee.

The Board declared a one-time special cash distribution of $5.00 per share, payable on August 27, 2026 to stockholders of record as of August 17, 2026. Because the distribution equals 25% or greater of the value of the common stock, the ex-dividend date will be August 28, 2026. The payment will be funded with cash proceeds from the July 1, 2026 sale of the Ruckus Networks business to Belden Inc. The company currently expects the distribution to be treated first as a return of capital up to each shareholder’s tax basis and then as capital gain, with any portion attributable to earnings and profits taxed as a dividend, and plans to file IRS Form 8937 within forty-five days to outline the tax treatment.

Positive

  • $5.00 per share one-time special cash distribution, representing a cash return of at least 25% of the stock’s value to shareholders and funded from proceeds of the Ruckus Networks business sale.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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, and exhibit attachments filed with this report.
Special cash distribution $5.00 per share One-time special cash distribution declared on common stock
Record date August 17, 2026 Stockholders of record eligible for the special cash distribution
Payment date August 27, 2026 Date the special cash distribution will be paid
Ex-dividend date August 28, 2026 Set under Nasdaq Rule 11140(b)(2) as first business day after payment
Distribution threshold 25% or greater Relative size of special distribution to stock value triggering ex-dividend timing
Ruckus Networks sale date July 1, 2026 Closing date of sale of Ruckus Networks business to Belden Inc.
special cash distribution financial
"declared a special cash distribution of $5.00 per share, payable on August 27, 2026"
A special cash distribution is a one-time payment made to shareholders, separate from regular dividend payments, often representing a share of profits or assets. It acts like a bonus or extra reward, giving investors immediate cash instead of reinvesting in the company. This can be important to investors because it provides quick income and may signal changes in the company's financial situation.
ex-dividend date financial
"the ex-dividend date shall be August 28, 2026, the first business day"
The ex-dividend date is the date when a stock starts trading without the value of its next dividend payment included. If you buy the stock on or after this date, you won't receive that upcoming dividend; only those who owned the stock before this date are entitled to it. It matters to investors because it determines who is eligible to receive the dividend and can influence the stock’s price around that time.
return of capital financial
"expected to be treated, first, as a return of capital to shareholders"
Return of capital is when an investor receives money from their investment that is not considered profit or earnings but rather a portion of the original amount they invested. It’s similar to getting back part of your initial savings rather than gains from it. This matters because it can affect how much money an investor still has in the investment and may have tax implications.
earnings and profits financial
"does not believe it has a meaningful amount of current and accumulated earnings and profits"
Earnings and profits describe the money a business keeps after covering its costs and expenses; 'earnings' usually means the final bottom-line amount while 'profits' can refer to that or to earlier stages after some costs are deducted. Investors watch these figures as a measure of a company's ability to grow, pay dividends and justify its stock price—think of it like a household’s leftover income after all bills, savings and necessary spending are paid.
IRS Form 8937 regulatory
"will prepare and file an IRS Form 8937 reflecting the tax treatment"
Nasdaq Rule 11140(b)(2) regulatory
"Pursuant to Nasdaq Rule 11140(b)(2), since the amount of the special cash distribution"

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FAQ

What special cash distribution did Vistance Networks (VISN) approve?
Vistance Networks’ Board approved a one-time special cash distribution of $5.00 per share on its common stock. It will be paid on August 27, 2026 to shareholders of record as of August 17, 2026, with an ex-dividend date of August 28, 2026.

How will the Vistance Networks (VISN) special distribution be funded?
The special cash distribution will be funded with cash proceeds from the sale of Vistance Networks’ Ruckus Networks business to Belden Inc. on July 1, 2026. The filing does not disclose the total sale proceeds or distribution amount in aggregate.

What is the ex-dividend date for Vistance Networks (VISN) special distribution and why?
The ex-dividend date will be August 28, 2026, the first business day after the payment date. Under Nasdaq Rule 11140(b)(2), distributions of 25% or greater of a stock’s value use an ex-dividend date after payment rather than before the record date.

How may the Vistance Networks (VISN) special distribution be treated for U.S. tax purposes?
The company currently expects the distribution to be treated first as a return of capital up to shareholders’ tax basis, then as capital gain. Any portion attributable to earnings and profits would be taxed as a dividend. An IRS Form 8937 will be filed within forty-five days.

What board and committee changes did Vistance Networks (VISN) announce?
Joanne M. Maguire retired as a director effective August 4, 2026, and her decision was not due to any disagreement with the company. The Board was reduced to seven members, and Thomas J. Manning was appointed to the Nominating & Corporate Governance Committee.
0001517228false00015172282026-08-042026-08-04

 

 

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): August 4, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 4, 2026, Joanne M. Maguire notified the Board of Directors of Vistance Networks, Inc. (the “Company”) that she will be retiring as a director of the Company, effective immediately. Ms. Maguire’s decision to retire was not because of any disagreement with the Company, management or the Board of Directors. As a result of Ms. Maguire’s retirement, the size of the Board of Directors was reduced to seven members and Thomas J. Manning, a current director of the Company, was appointed to the Nominating & Corporate Governance Committee of the Board of Directors.

Item 8.01. Other Events.

On August 6, 2026, Vistance Networks, Inc. (the “Company”) announced in a press release that its Board of Directors has declared the payment of a one-time special cash distribution (the “Special Distribution”). The Special Distribution of $5.00 per share will be paid on August 27, 2026, to stockholders of record of the Company at the close of business on August 17, 2026. Pursuant to Nasdaq Rule 11140(b)(2), since the amount of the Special Distribution will be 25% or greater of the value of the Company’s common stock, the ex-dividend date shall be August 28, 2026, the first business day following the payment date. A copy of the press release announcing the Special Distribution is attached hereto as Exhibit 99.1.

U.S. Federal Tax Treatment of the Special Distribution

The Company does not believe it has a meaningful amount of current and accumulated “earnings and profits.” As such, the Company currently expects that, for U.S. federal income tax purposes, the Special Distribution will be treated, first, as a return of capital to shareholders to the extent of their tax basis in their Company stock, and, thereafter, as capital gain from the sale or exchange of Company stock.

The expected tax treatment of the Special Distribution is based upon currently available information and is subject to change. To the extent the Company has current or accumulated earnings and profits, as determined under U.S. federal income tax principles, the Special Distribution will be treated as a dividend.

Within forty-five days following the Special Distribution, the Company will prepare and file in accordance with Treasury Regulations (including by posting a copy on the investor relations section of its website) an IRS Form 8937 reflecting the tax treatment of the Special Distribution, which may be based on available estimates and updated following a final determination.

The information set forth above is provided only for general use and does not constitute a complete description of all of the U.S. federal or other tax consequences of the Special Distribution. Shareholders should consult their own tax advisors concerning such consequences.

Item 9.01. Financial Statements and Exhibits.

 

Exhibit.

 

Description.

99.1

 

Vistance Networks, Inc. press release, dated August 6, 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: August 6, 2026

 

 

Vistance Networks, Inc.

 

 

 

 

 

 

 

By:

/s/ Kyle D. Lorentzen

 

 

 

Name:

Kyle D. Lorentzen

 

 

 

Title:

Executive Vice President and

 

 

 

 

Chief Financial Officer

 

 

 

 

 

 

 

 

img215501911_0.jpg

Vistance Networks Board Approves Special Distribution

Richardson, TX, August 6, 2026 – Vistance Networks (NASDAQ: VISN) (“Vistance” or the “Company”), a global provider of intelligent network solutions, today announced its Board of Directors (the “Board”) declared a special cash distribution of $5.00 per share, payable on August 27, 2026, to holders of record of its common stock as of the close of business on August 17, 2026.

Pursuant to Nasdaq Rule 11140(b)(2), since the amount of the special cash distribution will be 25% or greater of the value of the Company’s common stock, the ex-dividend date shall be August 28, 2026, the first business day following the payment date.

The Company will fund the payment of the distribution with cash proceeds received in connection with the sale of its Ruckus Networks business to Belden Inc. on July 1, 2026.

—END—

 

Vistance Networks, Aurora Networks, and their logos are trademarks of Vistance Networks, Inc. and/or its affiliates in the U.S. and other countries. For additional trademark information see https://www.vistancenetworks.com. All other product names, trademarks and registered trademarks are property of their respective owners.

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.

 

Financial Contact:

Jenny Thompson

Jenny.Thompson@vistancenetworks.com

This press release includes forward-looking statements that are based on information currently available to management, management’s beliefs, as well as on a number of assumptions concerning future events. Forward-looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors, which could cause the actual results to differ materially from those currently expected. In providing forward-looking statements, the company does not intend, and is not undertaking any obligation or duty, to update these statements as a result of new information, future events or otherwise.

 

Source: Vistance Networks

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents

Press Releases

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