05/19/2026 | Press release | Distributed by Public on 05/19/2026 14:18
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Per Share
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Total
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Public offering price
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$
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$
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Underwriting discounts and commissions(1)
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$
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$
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Proceeds, before expenses, to us
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$
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$
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(1)
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For additional information regarding underwriting compensation, see "Underwriting."
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Stifel
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Needham & Company
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Page
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ABOUT THIS PROSPECTUS SUPPLEMENT
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S-ii
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PROSPECTUS SUPPLEMENT SUMMARY
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S-1
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RISK FACTORS
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S-3
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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S-4
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USE OF PROCEEDS
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S-6
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CAPITALIZATION
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S-7
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UNDERWRITING
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S-8
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LEGAL MATTERS
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S-17
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EXPERTS
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S-17
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WHERE YOU CAN FIND MORE INFORMATION
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S-18
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INCORPORATION BY REFERENCE
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S-19
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Page
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ABOUT THIS PROSPECTUS
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1
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PROSPECTUS SUMMARY
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2
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VIAVI SOLUTIONS INC.
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2
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RISK FACTORS
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3
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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4
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USE OF PROCEEDS
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6
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SELLING SECURITY HOLDERS
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7
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PLAN OF DISTRIBUTION
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8
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DESCRIPTION OF CAPITAL STOCK
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10
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DESCRIPTION OF OTHER SECURITIES
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13
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FORM OF SECURITIES
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14
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LEGAL MATTERS
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16
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EXPERTS
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16
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WHERE YOU CAN FIND MORE INFORMATION
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17
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INCORPORATION BY REFERENCE
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17
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Network and Service Enablement (NSE); and
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Optical Security and Performance Products (OSP).
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10,322,494 shares of common stock underlying restricted stock awards and performance-based awards outstanding;
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22,665,450 shares reserved for future issuance pursuant to the conversion of our outstanding convertible senior notes; and
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18,583,476 shares of common stock available for future grant of equity awards under our equity incentive plans, including our employee stock purchase plan.
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Financial projections and expectations, including profitability of certain business units, synergies, benefits and other matters related to completed and contemplated acquisitions and strategic transactions, plans to reduce costs and improve efficiencies including through restructuring programs, the effects of seasonality on certain business units, the consolidation of the communication industry and continued reliance on key customers for a significant portion of our revenue, future sources of revenue, competition and pricing pressures, the future impact of certain accounting pronouncements, and our estimation of the potential impact and materiality of litigation;
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Sufficiency of our sources of funding for working capital, capital expenditures, contractual obligations, acquisitions, stock repurchases, debt repayments and other matters;
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Our expectations regarding demand for our products and services, including industry trends and technological advancements that may drive such demand, the role we will play in those advancements and our ability to benefit from such advancements;
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Our plans for growth and innovation opportunities;
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Our plans for continued development, use and protection of our intellectual property;
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Our strategies for achieving our current business objectives, including related risks and uncertainties;
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Our plans or expectations relating to investments, execution of capital allocation and debt management strategies, acquisitions, partnerships and other strategic opportunities;
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Our research and development plans and investments and the expected impact of such plans on our financial performance;
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Our expectations related to our products, including costs associated with the development of new products, product yields, quality and other issues;
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Our expectations regarding the impact of tariffs and our strategies for mitigating such impact;
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Our expectations related to future tax liabilities resulting from future tax legislation;
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Our expectations related to macro-economic conditions, including the impact of inflation, fiscal tightening at central banks, changes in foreign exchange rates, the risk of increased tensions and trade actions, including global tariffs, ongoing geopolitical tensions, including the conflicts between Russia and Ukraine and in the Middle East, and political instability and economic uncertainty in the Middle East, on our business, operations and financial results; and
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Our expectations regarding use of proceeds from this offering.
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As of March 28, 2026
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($ in millions)
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Actual
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As Adjusted(1)
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Cash and Cash Equivalents
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$499
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$534
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Indebtedness(2):
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Term Loan B
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450
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0
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3.75% Senior Notes
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400
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400
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0.625% Senior Convertible Notes
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250
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250
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Total Indebtedness
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1,100
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650
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Total Stockholders' Equity
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847
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1,332
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Total capitalization
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$1,947
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$1,982
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(1)
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Assumes that the gross proceeds from the offering will be used to repay the $450 million aggregate principal amount of Term Loan B, and pay accrued interest, related premiums, fees and expenses in connection therewith.
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(2)
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Indebtedness amounts are presented at aggregate principal amount outstanding and do not reflect unamortized debt issuance costs. As of March 28, 2026, unamortized debt issuance costs associated with our outstanding Term Loan B, 3.75% Senior Notes and 0.625% Senior Convertible Notes was $10.6 million, $3.1 million and $5.5 million, respectively. In accordance with Financial Accounting Standards Board Accounting Standards Codification 835-30, such amounts are presented as a direct deduction from the carrying amount of the related debt on our consolidated balance sheet.
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Name
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Number of
Shares
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Stifel, Nicolaus & Company, Incorporated
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Needham & Company, LLC
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UBS Securities LLC
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Total
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Total
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Per Share
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Without Option to
Purchase
Additional Shares
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With Option to
Purchase
Additional Shares
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Public offering price
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$
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$
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$
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Underwriting discounts and commissions
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$
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$
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$
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Proceeds, before estimated expenses, to us
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$
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$
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$
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(a)
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to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;
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(b)
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fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the underwriters; or
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(c)
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in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
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(a)
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to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;
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(b)
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to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or
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(c)
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in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000 (the "FSMA"),
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(a)
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to any person which is a professional client as defined under the FinSA;
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(b)
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to fewer than 500 persons (other than professional clients as defined under the FinSA), subject to obtaining the prior consent of the underwriters for any such offer; or
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(c)
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in any other circumstances falling within Article 36 FinSA in connection with Article 44 of the Swiss Financial Services Ordinance,
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does not constitute a disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the "Corporations Act");
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has not been, and will not be, lodged with the Australian Securities and Investments Commission (the "ASIC"), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document for the purposes of the Corporations Act; and
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may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, available under section 708 of the Corporations Act (the "Exempt Investors").
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(a)
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to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the "SFA")) pursuant to Section 274 of the SFA;
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(b)
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to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA; or
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(c)
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otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
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(a)
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a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
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(b)
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a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares of our common stock pursuant to an offer made under Section 275 of the SFA except:
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(i)
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to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
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(ii)
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where no consideration is or will be given for the transfer;
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(iii)
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where the transfer is by operation of law;
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(iv)
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as specified in Section 276(7) of the SFA; or
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(v)
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as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.
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Section 96 (1) (a)
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the offer, transfer, sale, renunciation or delivery is to:
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(i)
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persons whose ordinary business, or part of whose ordinary business, is to deal in securities, as principal or agent;
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(ii)
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the South African Public Investment Corporation;
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(iii)
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persons or entities regulated by the Reserve Bank of South Africa;
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(iv)
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authorised financial service providers under South African law;
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(v)
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financial institutions recognised as such under South African law;
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(vi)
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a wholly-owned subsidiary of any person or entity contemplated in (ii), (iv) or (v), acting as agent in the capacity of an authorized portfolio manager for a pension fund, or as manager for a collective investment scheme (in each case duly registered as such under South African law); or
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(vii)
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any combination of the persons in (i) to (vi); or
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Section 96 (1) (b)
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the total contemplated acquisition cost of the securities, for any single addressee acting as principal is equal to or greater than ZAR1,000,000 or such higher amount as may be promulgated by notice in the Government Gazette of South Africa pursuant to section 96(2)(a) of the South African Companies Act.
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Our Annual Report on Form 10-K for the fiscal year ended June 28, 2025;
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Our Quarterly Reports on Form 10-Q for the quarters ended September 27, 2025, December 27, 2025 and March 28, 2026;
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The information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended June 28, 2025 from our definitive proxy statement on Schedule 14A, filed with the SEC on October 3, 2025;
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Our Current Reports on Form 8-K filed on July 30, 2025 (as amended on August 18, 2025), August 14, 2025, August 19, 2025, August 25, 2025, October 16, 2025, November 18, 2025, December 16, 2025, January 28, 2026 (Item 2.05 only) and May 18, 2026; and
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The description of our common stock contained in our Registration Statement on Form 8-A, filed with the SEC on November 15, 1993, as updated by the description of our capital stock included in Exhibit 4.6 to our Annual Report on Form 10-K for the fiscal year ended June 27, 2020 filed with the SEC on August 24, 2020, together with any subsequent amendment or report filed for the purpose of updating such description.
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Page
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ABOUT THIS PROSPECTUS
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1
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PROSPECTUS SUMMARY
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2
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VIAVI SOLUTIONS INC.
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2
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RISK FACTORS
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3
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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4
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USE OF PROCEEDS
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6
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SELLING SECURITY HOLDERS
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7
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PLAN OF DISTRIBUTION
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8
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DESCRIPTION OF CAPITAL STOCK
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10
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DESCRIPTION OF OTHER SECURITIES
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13
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FORM OF SECURITIES
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14
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LEGAL MATTERS
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16
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EXPERTS
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WHERE YOU CAN FIND MORE INFORMATION
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17
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INCORPORATION BY REFERENCE
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17
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TABLE OF CONTENTS
TABLE OF CONTENTS
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Network and Service Enablement (NSE); and
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Optical Security and Performance Products (OSP).
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TABLE OF CONTENTS
TABLE OF CONTENTS
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Financial projections and expectations, including profitability of certain business units, synergies, benefits and other matters related to the acquisition of the high-speed ethernet, network security and channel emulation testing business lines of Spirent Communications plc, plans to reduce costs and improve efficiencies including through restructuring programs, the effects of seasonality on certain business units, the consolidation of the communication industry and continued reliance on key customers for a significant portion of our revenue, future sources of revenue, competition and pricing pressures, the future impact of certain accounting pronouncements, and our estimation of the potential impact and materiality of litigation;
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Sufficiency of our sources of funding for working capital, capital expenditures, contractual obligations, acquisitions, stock repurchases, debt repayments and other matters;
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•
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Our expectations regarding demand for our products and services, including industry trends and technological advancements that may drive such demand, the role we will play in those advancements and our ability to benefit from such advancements;
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•
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Our plans for growth and innovation opportunities;
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•
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Our plans for continued development, use and protection of our intellectual property;
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•
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Our strategies for achieving our current business objectives, including related risks and uncertainties;
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•
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Our plans or expectations relating to investments, execution of capital allocation and debt management strategies, acquisitions, partnerships and other strategic opportunities;
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•
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Our research and development plans and investments and the expected impact of such plans on our financial performance;
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•
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Our expectations related to our products, including costs associated with the development of new products, product yields, quality and other issues;
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•
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Our expectations regarding the impact of tariffs and our strategies for mitigating such impact;
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•
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Our expectations related to future tax liabilities resulting from future tax legislation; and
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•
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Our expectations related to macro-economic conditions, including the impact of inflation, fiscal tightening at central banks, changes in foreign exchange rates, the risk of increased tensions and trade actions, including global tariffs, ongoing geopolitical tensions including the conflict between Russia and Ukraine and the instability in the Middle East, on our business, operations and financial results.
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1,000,000,000 shares are designated as common stock; and
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1,000,000 shares are designated as preferred stock.
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prior to the date of the transaction, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
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upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
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at or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.
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shares of common stock;
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shares of preferred stock;
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depositary shares;
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debt securities;
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warrants;
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purchase contracts;
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rights; and
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units.
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Our Annual Report on Form 10-K for the fiscal year ended June 28, 2025;
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Our Current Report on Form 8-K filed on July 30, 2025; and
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The description of our common stock contained in our Registration Statement on Form 8-A, filed with the SEC on November 15, 1993, as updated by the description of our capital stock included in Exhibit 4.6 to our Annual Report on Form 10-K for the fiscal year ended June 27, 2020 filed with the SEC on August 24, 2020, together with any subsequent amendment or report filed for the purpose of updating such description.
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TABLE OF CONTENTS
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Stifel
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Needham & Company
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