VIAVI Solutions Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

VIAVI signed a big deal, sold some stock, and took on debt. Watch this.

AI Summary

On August 20, 2025, VIAVI Solutions Inc. entered into a material definitive agreement, likely related to financing or a significant transaction. The company also reported on the creation of a direct financial obligation and unregistered sales of equity securities. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This 8-K filing indicates significant corporate activity for VIAVI Solutions Inc., including a new material agreement and potential equity issuances, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement, creation of financial obligations, and unregistered sales of equity, all of which can introduce financial and operational risks.

Key Players & Entities

• VIAVI SOLUTIONS INC. (company) — Registrant
• August 20, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 000-22874 (filing_id) — SEC file number
• 94-2579683 (tax_id) — IRS Employer Identification Number
• 1445 South Spectrum Blvd , Suite 102 Chandler , Arizona 85286 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — registered Common Stock, par value of $0.001 per share VIAV The Nasdaq Stock Mar
• $250 million — i Solutions Inc. (the "Company") issued $250 million aggregate principal amount of its 0.625
• $100.9 million — stee. The Company issued approximately $100.9 million aggregate principal amount of New Notes
• $97.5 million — New Notes in exchange for approximately $97.5 million aggregate principal amount of its 1.625
• $149.1 million — pany also issued and sold approximately $149.1 million aggregate principal amount of New Notes
• $149.1 m — scription Transactions of approximately $149.1 million, excluding fees and expenses paya
• $1,000 — hares of the Company's common stock per $1,000 principal amount of New Notes (which is
• $13.79 — itial conversion price of approximately $13.79 per share of the Company's common stock
• $11.03 — n premium based on the closing price of $11.03 per share of the Company's common stock
• $75 million — all the outstanding New Notes, at least $75 million aggregate principal amount of New Notes

Filing Documents

• ny20053306x3_8k.htm (8-K) — 37KB
• ny20053306x3_ex4-1.htm (EX-4.1) — 642KB
• 0001140361-25-032510.txt ( ) — 923KB
• viav-20250820.xsd (EX-101.SCH) — 4KB
• viav-20250820_lab.xml (EX-101.LAB) — 21KB
• viav-20250820_pre.xml (EX-101.PRE) — 16KB
• ny20053306x3_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 20, 2025, in connection with the consummation of previously announced private transactions, Viavi Solutions Inc. (the "Company") issued $250 million aggregate principal amount of its 0.625% Senior Convertible Notes due 2031 (the "New Notes") under an Indenture, dated August 20, 2025 (the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Company issued approximately $100.9 million aggregate principal amount of New Notes in exchange for approximately $97.5 million aggregate principal amount of its 1.625% Senior Convertible Notes due 2026 (the "2026 Notes") pursuant to privately negotiated agreements entered into with certain holders of 2026 Notes (the "Exchange Transactions"). The Company also issued and sold approximately $149.1 million aggregate principal amount of New Notes for cash pursuant to privately negotiated agreements (the "Subscription Transactions" and, together with the Exchange Transactions, the "Transactions"). The New Notes were offered, issued and sold in the Transactions to investors who represented that they are institutional "accredited investors" within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and "qualified institutional buyers" as defined in Rule 144A promulgated under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. Any shares of the Company's common stock that may be issued upon conversion of the New Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. The offer and sale of the New Notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, the New Notes may not be offered or sold except pursuant to an exemption from, or in a transaction not

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as of August 20, 2025, between Viavi Solutions Inc. and U.S. Bank Trust Company, National Association, as Trustee. 4.2 Form of 0.625% Senior Convertible Notes due 2031 (included as part of Exhibit 4.1). 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document. Signature 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. VIAVI SOLUTIONS INC. By: /s/ Ilan Daskal Name: Ilan Daskal Title: Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer) August 25, 2025

View Full Filing

View this 8-K filing on SEC EDGAR