Every 8-K that Vistance Networks, Inc. (VISN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow VISN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full VISN filings page.
Vistance Networks, Inc. (VISN) reported that its Board of Directors has authorized an additional repurchase of up to $150 million of its outstanding common stock under its share repurchase program. This new authorization is in addition to the $100 million program announced on April 30, 2026.
Repurchases may be executed from time to time in the open market, through privately negotiated transactions, block trades, or otherwise, including via trading plans under Rule 10b5-1 and Rule 10b-18. The company states that the timing, method, and amount of repurchases will depend on factors such as market conditions, capital and liquidity needs, and alternative uses for cash. The program does not obligate Vistance to repurchase any specific amount of stock and may be modified, suspended, or discontinued at any time.
Vistance Networks, Inc. reported second‑quarter 2026 results for its remaining Aurora segment, with net sales of $319.6 million, down 1.4% year over year. GAAP income from continuing operations rose to $26.1 million, or $0.06 per diluted share, while non‑GAAP adjusted EBITDA declined to $35.8 million and core non‑GAAP adjusted EBITDA to $45.5 million, which the company links to prior‑year license strength, memory‑chip pricing and stranded costs associated with divestitures.
The company completed the sale of its RUCKUS segment on July 1, 2026 for approximately $1.846 billion in cash and plans a special distribution of $5.00 per share by the end of August 2026. Management expects to have returned $15.00 per share or $3.4 billion to shareholders in 2026, while repaying all debt and redeeming preferred equity. Q2 operating cash flow was $(72.7) million and free cash flow $(74.7) million; the company ended the quarter with $151.6 million in cash and no outstanding borrowings, with total liquidity of about $288.6 million. Aurora’s full‑year 2026 adjusted EBITDA outlook is $200–$225 million, lowered by $25 million due to memory‑chip pricing and availability challenges.
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.
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.
Vistance Networks, Inc. has completed the sale of its RUCKUS reporting segment to Belden Inc. on July 1, 2026. Under the Purchase Agreement dated April 29, 2026, Belden acquired the business on a cash-free, debt-free basis for $1.846 billion in cash, subject to adjustments.
This transaction represents a full divestiture of the RUCKUS segment and brings a substantial cash inflow to Vistance, which may significantly reshape the company’s business mix and financial position going forward.
Vistance Networks, Inc. held its annual stockholder meeting on May 7, 2026, with 225,462,860 common shares eligible to vote. Stockholders re‑elected eight directors for terms ending at the 2027 annual meeting and approved all five proxy proposals.
Investors gave non-binding approval to the compensation of named executive officers and chose annual future say‑on‑pay votes. They also approved additional shares under the 2019 Long‑Term Incentive Plan and ratified Ernst & Young LLP as independent registered public accounting firm for the 2026 fiscal year.
Vistance Networks, Inc. entered into a Purchase Agreement to sell its RUCKUS reporting segment to Belden Inc. for $1.846 billion in cash on a cash-free, debt-free basis, subject to customary adjustments.
Closing is expected in the second half of 2026, after regulatory and other conditions are met and specified carveout financial statements are delivered. The agreement includes employee protections for 12 months, a three-year noncompete and non-solicitation by Vistance regarding the divested business, and mutual indemnities for defined liabilities and tax matters. At closing, the parties will also sign an Intellectual Property Matters Agreement and a Transition Services Agreement covering ownership, cross-licenses of key intellectual property and short-term support services.
Vistance Networks reported strong first quarter 2026 results while continuing a major portfolio reshaping. Net sales rose to $471.8 million, up 21.6% from $388.1 million, driven by double‑digit growth in both the Aurora and RUCKUS segments. Non‑GAAP adjusted EBITDA increased to $87.3 million, an 85.0% year‑over‑year rise, and non‑GAAP adjusted diluted EPS climbed to $0.34 from $0.11.
GAAP income from continuing operations was $231.7 million, down from $341.1 million, while total net income surged to $5,508.0 million, largely reflecting a substantial gain on discontinued operations following the CCS segment sale. The company used approximately $10 billion of CCS sale proceeds to eliminate all long‑term debt and redeem its Series A convertible preferred stock, then paid a $10 per share special distribution on April 27, 2026.
The company signed a definitive agreement to sell its RUCKUS Networks business to Belden for $1.846 billion in cash and is refocusing on the Aurora business, which grew revenue 32.6% and adjusted EBITDA 31.7% year‑over‑year. Management expects Aurora to deliver between $225 million and $250 million of adjusted EBITDA in 2026. Vistance ended the quarter with $2,510.0 million in cash and cash equivalents and announced a new $100 million share repurchase authorization, replacing a prior $50 million program, providing additional flexibility to return capital, although first‑quarter operating cash flow was negative $226.6 million and free cash flow was negative $228.8 million.
Vistance Networks has entered into a definitive agreement to sell its RUCKUS Networks business to Belden Inc. for $1.846 billion in cash, payable at closing. The transaction is expected to close in the second half of 2026, subject to customary closing conditions and regulatory approvals.
Vistance expects net proceeds of about $1.7 billion after taxes and transaction expenses and plans to return a significant portion of excess cash to shareholders via a special distribution within 60 days after closing, with the exact amount and timing to be set by the Board. Management states the deal will let the company focus on its Aurora Networks business and continue investing in next-generation technology. A conference call will discuss the transaction and first quarter 2026 results.
Vistance Networks, Inc. entered into a new senior secured asset-based revolving credit facility for up to $300 million with a syndicate of lenders led by Citibank, N.A. The facility, available to Vistance Networks Holdings, LLC and certain U.S. subsidiaries, can be used for working capital and other general corporate purposes and includes up to $100 million for letters of credit.
The revolver is based on a borrowing base of eligible accounts receivable and inventory in the U.S. and Mexico, may be increased by up to $150 million in incremental commitments, and matures on April 7, 2031. Borrowings bear interest at either Term SOFR plus 1.25%–1.50% or an alternate base rate plus 0.25%–0.50%, with an additional unused line fee of 0.25%–0.375%.
Obligations are guaranteed by the company and certain subsidiaries and secured by substantially all of their assets. The agreement includes customary covenants and events of default and a springing financial covenant requiring a minimum Covenant Fixed Charge Coverage Ratio of 1.00 to 1.00 when excess availability falls below the greater of $30 million and 10% of the lesser of total commitments and the borrowing base.
Vistance Networks reported a transformational 2025, with net sales rising to $1.93 billion, up 39.7% from 2024, and income from continuing operations swinging to $324.3 million from a loss of $206.0 million. Non-GAAP adjusted EBITDA jumped to $292.0 million from $24.5 million, while Core non-GAAP adjusted EBITDA rose to $379.4 million, a 176.1% increase.
Fourth-quarter 2025 net sales grew 23.9% to $514.5 million, though continuing operations posted a GAAP loss of $50.3 million. Non-GAAP adjusted net income for the quarter was $48.4 million, or $0.17 per diluted share.
Cash generation was strong, with 2025 operating cash flow of $322.9 million and free cash flow of $252.6 million. The company ended 2025 with $922.8 million in cash and total liquidity of about $1.51 billion. After completing the $10 billion sale of the CCS segment in January 2026 and using proceeds to repay all debt and redeem preferred equity, Vistance plans a special cash distribution of at least $10 per share by the end of April 2026. For 2026, it guides Core adjusted EBITDA in a range of $350 to $400 million.