VIAVI SOLUTIONS INC. Files 8-K: Material Agreement & Equity Update

TL;DR

VIAVI filed an 8-K on 12/15/25 for a material agreement and equity sales.

AI Summary

On December 15, 2025, VIAVI SOLUTIONS INC. filed an 8-K report detailing a material definitive agreement. The filing also covers unregistered sales of equity securities and includes financial statements and exhibits. The company, formerly known as JDS Uniphase Corp /CA/, is incorporated in Delaware and headquartered in Chandler, Arizona.

Why It Matters

This 8-K filing signals significant corporate activity, potentially involving new agreements, equity transactions, and updated financial information that could impact investors' understanding of the company's current status.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and unregistered equity sales, which can introduce complexities and potential risks related to the terms of the agreement and the nature of the equity transactions.

Key Numbers

• 000-22874 — SEC File Number (Identifies the company's filing history with the SEC.)
• 94-2579683 — IRS Employer Identification Number (Unique tax identification number for the company.)

Key Players & Entities

• VIAVI SOLUTIONS INC. (company) — Registrant
• JDS Uniphase Corp /CA/ (company) — Former company name
• December 15, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Chandler, Arizona (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — registered Common Stock, par value of $0.001 per share VIAV The Nasdaq Stock Mar
• $103.463 million — nts, the Company has agreed to exchange $103.463 million aggregate principal amount of 2026 Note
• $17.88 — the "Exchange") at a price per share of $17.88. The Exchange is expected to close on
• $49.037 million — y following the Exchange, approximately $49.037 million in aggregate principal amount of the 20

Filing Documents

• ef20061280_8k.htm (8-K) — 32KB
• ef20061280_ex10-1.htm (EX-10.1) — 112KB
• ef20061280_ex99-1.htm (EX-99.1) — 8KB
• image00001.jpg (GRAPHIC) — 3KB
• 0001140361-25-045595.txt ( ) — 312KB
• viav-20251215.xsd (EX-101.SCH) — 4KB
• viav-20251215_lab.xml (EX-101.LAB) — 21KB
• viav-20251215_pre.xml (EX-101.PRE) — 16KB
• ef20061280_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On December 15, 2025, Viavi Solutions Inc. (the "Company") entered into separate, privately negotiated agreements (the "Exchange Agreements") with a limited number of existing holders (the "Transaction Participants") of the Company's currently outstanding 1.625% Convertible Senior Notes due 2026 (the "2026 Notes"). The Transaction Participants are institutional "accredited investors" (within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act")), and "qualified institutional buyers" (as defined in Rule 144A under the Securities Act). Pursuant to the Exchange Agreements, the Company has agreed to exchange $103.463 million aggregate principal amount of 2026 Notes held by the Transaction Participants for an aggregate of 7,871,043 shares ("Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock," and such exchange, the "Exchange") at a price per share of $17.88. The Exchange is expected to close on or about December 22, 2025, subject to customary closing conditions. Immediately following the Exchange, approximately $49.037 million in aggregate principal amount of the 2026 Notes will remain outstanding. The Company will not receive any cash proceeds from the Exchange. The Shares are expected to be issued to the Transaction Participants in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company is relying on this exemption from registration based in part on representations made by the Transaction Participants in the Exchange Agreements.

02

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.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Exchange Agreement. 99.1 Press Release issued on December 16, 2025. 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) December 16, 2025

View Full Filing

View this 8-K filing on SEC EDGAR