Pzena Investment tops 10 % ownership in Varex Imaging filing

Rhea-AI Filing Summary

Pzena Investment Management LLC has filed Amendment No. 1 to Schedule 13G disclosing a passive ownership position in Varex Imaging Corporation (VREX).

• The value-oriented investment adviser now beneficially owns 4,244,977 common shares, representing 10.2 % of VREX’s outstanding stock.
• Sole voting power: 3,108,798 shares; sole dispositive power: the full 4,244,977 shares. No shares are held with shared voting or dispositive authority.
• The filing is made under Rule 13d-1(b) as an institutional investment adviser (IA), indicating the stake is held in the ordinary course of business and not for the purpose of influencing control.
• All shares are held on behalf of clients; no single client owns more than 5 % of the class.
• The filing date of the event is 30 June 2025; signature is dated 3 July 2025 by Chief Legal Risk & Compliance Officer Steven Coffey.

The >10 % threshold places Pzena among the largest institutional holders of VREX, potentially increasing trading liquidity and indicating external confidence in the company’s valuation, although the passive 13G designation suggests no activist intent.

Positive

• Pzena Investment Management’s 10.2 % ownership introduces a respected institutional value investor to VREX’s top holder list, potentially strengthening market confidence.

Negative

• None.

Insights

Securities Analyst

TL;DR: Pzena’s passive 10.2 % stake signals institutional confidence; moderately positive for sentiment.

Pzena, a well-regarded deep-value manager, has accumulated 4.24 M VREX shares. Crossing the 10 % threshold is material because it elevates the firm to a significant shareholder class and must be disclosed. While the filing is passive (13G), the market often interprets a double-digit position by a specialist value investor as a validation of intrinsic value, which can tighten the valuation discount. The absence of shared voting/dispositive power shows centralized control within Pzena, simplifying any future block liquidity events. From a liquidity perspective, VREX now has a long-term holder that may dampen free-float turnover but can also provide price support. Overall, the disclosure is modestly bullish and could improve investor perception.

Corporate Governance Expert

TL;DR: Passive filing limits governance impact; disclosure mainly increases transparency.

Because the Schedule 13G is filed under Rule 13d-1(b), Pzena affirms no intention to influence control, propose directors, or engage in activism. Therefore, immediate governance ramifications are minimal. However, a 10 % holder has the right to engage more actively in the future, and its presence may subtly encourage management accountability. The concentration of ownership also means any future switch from 13G to 13D would be closely watched. At present, impact is mostly informational.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Varex Imaging Corp

(Name of Issuer)

Common Stock

(Title of Class of Securities)

92214X106

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 92214X106

1

Names of Reporting Persons

PZENA INVESTMENT MANAGEMENT LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,108,798.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,244,977.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,244,977.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.2 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Varex Imaging Corp
(b)	Address of issuer's principal executive offices: 1678 S. PIONEER ROAD, 1678 S. PIONEER ROAD, SALT LAKE CITY, UTAH, 84104.
Item 2.
(a)	Name of person filing: Pzena Investment Management, LLC
(b)	Address or principal business office or, if none, residence: 320 Park Avenue, 8th floor New York, NY 10022
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 92214X106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 4,244,977
(b)	Percent of class: 10.2 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 3,108,798
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 4,244,977
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. CLIENTS OF THE FILING INVESTMENT MANAGER HAVE THE RIGHT TO RECEIVE AND THE ULTIMATE POWER TO DIRECT THE RECEIPT OF DIVIDENDS FROM, OR THE PROCEEDS OF SALE OF THE SECURITIES REPORTED ON HEREINABOVE. NO INTEREST OF ANY ONE OF SUCH CLIENTS RELATES TO MORE THAN FIVE PERCENT OF THE CLASS.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PZENA INVESTMENT MANAGEMENT LLC

Signature:	s/Steven Coffey
Name/Title:	Chief Legal Risk Officer & Chief Compliance Officer
Date:	07/03/2025

FAQ

How many VREX shares does Pzena Investment Management now own?

Pzena reports 4,244,977 common shares, equal to 10.2 % of VREX’s outstanding stock.

Does Pzena have activist intentions toward Varex Imaging?

The filing is on Schedule 13G, indicating a passive investment with no intent to influence control.

What voting power does Pzena hold?

Pzena has sole voting power over 3,108,798 shares and no shared voting power.

When was the 10.2 % stake effective?

The event triggering the filing occurred on 30 June 2025; the certification was signed on 3 July 2025.

Why is a 10 % threshold significant for investors?

Crossing 10 % makes the holder a major beneficial owner, often affecting liquidity, sentiment and future governance monitoring.