What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-08-11 compared with 2024-08-16 · 35 added, 24 removed, 139 unchanged (30% of the section changed)

CONTROLS AND PROCEDURES

(a) EVALUATION OF DISCLOSURE CONTROL AND PROCEDURES

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The SEC defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms.

7 unchanged sentences

Based on its evaluation under the framework in the Internal Control-Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of June 28, 2025.

In accordance with guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.

Our management’s evaluation of internal control over financial reporting excluded the internal control activities of Inertial Labs, Inc.

(Inertial Labs), which we acquired on January 28, 2025, as discussed in “Note 5.

Acquisitions” under Item 8 of this Annual Report on Form 10-K.

We have included the financial results of Inertial Labs in the Consolidated Financial Statements from the date of acquisition.

Total revenues of Inertial Labs subject to the Company’s internal control over financial reporting represented approximately 2.3% of our consolidated revenue for the fiscal year ended June 28, 2025.

Total assets of Inertial Labs subject to the Company’s internal control over financial reporting represented approximately 2.1% of our consolidated total assets as of June 28, 2025.

Inertial Lab’s goodwill and intangible assets were subject to our management’s evaluation of internal control over financial reporting.

Our management has concluded that, as of June 28, 2025, our internal control over financial reporting was effective at the reasonable assurance level based on these criteria.

The effectiveness of the Company’s internal control over financial reporting as of June 28, 2025 has been audited by our independent registered public accounting firm PricewaterhouseCoopers LLP, as stated in their report which appears in this Annual Report on Form 10-K under Item 8 “Financial Statements and Supplementary Information.”

2 unchanged sentences

(d) LIMITATIONS ON EFFECTIVENESS OF CONTROLS

Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud.

Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal control will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

1 unchanged sentence

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Accordingly, our disclosure controls and procedures and our internal controls provide reasonable assurance of achieving their objectives.

Accordingly, our disclosure controls and procedures and our internal control provide reasonable assurance of achieving their objectives.

OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

On May 14, 2024 , Ralph Rondinone , Senior Vice President , Global Operations of VIAVI, entered into a prearranged trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of an indeterminable number of shares of common stock.

Rondinone’s plan begins on May 14, 2024, and expires when all of the shares are sold or on February 6, 2026 , whichever occurs first.

The earliest date that sales could occur under this plan is August 13, 2024.

On May 15, 2024 , Masood Jabbar , Director of VIAVI, entered into a prearranged trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 120,000 shares of common stock.

Mr Jabbar’s plan begins on May 15, 2024, and expires when all of the shares are sold or on January 21, 2025 , whichever occurs first.

The earliest date that sales could occur under this plan is August 14, 2024.

None of VIAVI’s other directors or Section 16 officers adopted , modified or terminated a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a “non-Rule” 10b5–1 trading arrangement, as those terms are defined in Regulation S-K, Item 408, during the fiscal quarter ended June 29, 2024.

None of VIAVI’s directors or Section 16 officers adopted , modified or terminated a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a “non-Rule” 10b5–1 trading arrangement, as those terms are defined in Regulation S-K, Item 408, during the fiscal quarter ended June 28, 2025.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

12 unchanged sentences

Information required by this item is incorporated by reference to the sections entitled “Compensation Discussion and Analysis,” “Executive Compensation and Other Information,” “Proposal 1:

Election of Directors—Director Compensation,” “Corporate Governance—Board Oversight of Risk,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report” in the Proxy Statement.

Election of Directors—Director Compensation,” “Corporate Governance—Risk Oversight,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report” in the Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information regarding security ownership of certain beneficial owners and management is incorporated by reference to the section entitled “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

Information regarding the Company’s stockholder approved and non-approved equity compensation plans is incorporated by reference to the section entitled “Equity Compensation Plans” in the Proxy Statement.

Information regarding the Company’s stockholder approved and non-approved equity compensation plans is incorporated by reference to the section entitled “Executive Compensation and Other Information—Equity Compensation Plans” in the Proxy Statement.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information required by this item is incorporated by reference to the sections entitled “Certain Related Party Transactions,” and “Corporate Governance—Director Independence” in the Proxy Statement.

Information required by this item is incorporated by reference to the sections entitled “Certain Relationships and Related Person Transactions,” and “Corporate Governance—Director Independence” in the Proxy Statement.

PRINCIPAL ACCOUNTING FEES AND SERVICES

5 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Consolidated Statements of Operations — Years Ended June 29, 2024, July 1, 2023 and July 2 , 2022

Consolidated Statements of Comprehensive (Loss) Income — Years Ended June 29, 2024, July 1, 2023 and July 2 , 2022

Consolidated Balance Sheets —June 29, 2024 and July 1, 2023

Consolidated Statements of Cash Flows — Years Ended June 29, 2024, July 1, 2023 and July 2 , 2022

Consolidated Statements of Stockholders’ Equity — Years Ended June 29, 2024, July 1, 2023 and July 2 , 2022

Consolidated Statements of Operations — Years Ended June 28 , 2025 , June 29, 2024 and July 1, 2023

Consolidated Statements of Comprehensive Income (Loss) — Years Ended June 28, 2025, June 29, 2024 and July 1, 2023

Consolidated Balance Sheets — Ju ne 28, 2025 and June 29, 2024

Consolidated Statements of Cash Flows — Years Ended June 28, 2025, June 29, 2024 and July 1, 2023

Consolidated Statements of Stockholders’ Equity — Years Ended June 28, 2025, June 29, 2024 and July 1, 2023

Notes to Consolidated Financial Statements

7 unchanged sentences

Exhibit Description Form Exhibit Filing Date Herewith Not Filed

Separation and Distribution Agreement, dated as of July 31, 2015, by and among JDS Uniphase Corporation, Lumentum Holdings Inc.

and Lumentum Operations LLC

8-K 2.3 8/5/2015

Fourth Restated Certificate of Incorporation

32 unchanged sentences

8-K 10.1 6/22/2020

2003 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement

8-K 10.2 6/22/2020

Credit Agreement, dated as of December 30, 2021, among Viavi Solutions Inc.

8 unchanged sentences

10-Q 10.5 2/2/2024

2003 Equity Incentive Plan Form of Notice and Restricted Stock Unit Agreement

10-Q 10.1 11/1/2024

Asset Purchase Agreement by and between Viavi Solutions Inc.

and Keysight Technologies, Inc., dated as of March 2, 2025

10-Q 10.1 5/2/2025

First Amendment to Asset Purchase Agreement by and between Viavi Solutions Inc.

and Keysight Technologies, Inc.

dated May 28, 2025

Viavi Solutions Inc.

Insider Trading Policy

10-K 19.1 8/16/2024

Subsidiaries of Viavi Solutions Inc.

9 unchanged sentences

Compensation Recovery Policy

10-K 19.1 8/16/2024

101.SCH Inline XBRL Taxonomy Extension Schema Document X

20 unchanged sentences

/s/ LAURA BLACK Director August 11, 2025

/s/ TOR BRAHAM Director August 15, 2024

/s/ RICHARD JOHN BURNS Director August 11, 2025

Richard John Burns

/s/ DONALD COLVIN Director August 11, 2025

Donald Colvin

/s/ EUGENIA M.

CORRALES Director August 11, 2025

/s/ DOUGLAS GILSTRAP Director August 11, 2025

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures