What changed in this filing

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Item 1. Financial Statements

2026-04-30 compared with 2026-01-29 · 223 added, 215 removed, 819 unchanged (35% of the section changed)

3 unchanged sentences

(in millions, except per share data)

Three Months Ended Six Months Ended

December 27, 2025 December 28, 2024 December 27, 2025 December 28, 2024

Three Months Ended Nine Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Product revenue $ 357.0 $ 241.5 $ 931.7 $ 664.7

11 unchanged sentences

Amortization of other intangibles 7.4 1.2 15.2 3.3

Restructuring and related (benefits) charges ( 0.1 ) 1.2 ( 0.4 ) 1.2

Restructuring and related charges (benefits) 17.3 ( 0.3 ) 16.9 0.9

Total operating expenses 209.3 152.2 569.9 415.4

Income from operations 24.8 8.5 43.8 42.2

Loss on convertible note extinguishment (Note 11) ( 38.7 ) — ( 42.5 ) —

Loss on debt extinguishment (Note 11) ( 3.7 ) — ( 46.2 ) —

Interest and other income, net 7.0 2.2 12.2 9.3

Interest expense ( 14.3 ) ( 7.5 ) ( 37.0 ) ( 22.5 )

(Loss) income before income taxes and equity investment earnings ( 38.7 ) 18.6 ( 41.0 ) 25.8

Provision for income taxes 9.7 9.5 28.7 18.5

Income (loss) before income taxes and equity investment earnings 13.8 3.2 ( 27.2 ) 29.0

Provision for (benefit from) income taxes 7.4 ( 16.3 ) 36.1 2.2

Equity investment earnings — — 0.2 —

Net (loss) income $ ( 48.1 ) $ 9.1 $ ( 69.5 ) $ 7.3

Net (loss) income per share:

Net income (loss) $ 6.4 $ 19.5 $ ( 63.1 ) $ 26.8

Net income (loss) per share:

Basic $ 0.03 $ 0.09 $ ( 0.28 ) $ 0.12

5 unchanged sentences

VIAVI SOLUTIONS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in millions)

Three Months Ended Six Months Ended

December 27, 2025 December 28, 2024 December 27, 2025 December 28, 2024

Net (loss) income $ ( 48.1 ) $ 9.1 $ ( 69.5 ) $ 7.3

Other comprehensive income (loss):

Three Months Ended Nine Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Net income (loss) $ 6.4 $ 19.5 $ ( 63.1 ) $ 26.8

Other comprehensive (loss) income:

Net change in cumulative translation adjustment, net of tax ( 7.5 ) 13.9 ( 6.3 ) 2.9

Amortization of net actuarial losses and other pension adjustments — — 0.1 0.2

Net change in accumulated other comprehensive income (loss) 5.8 ( 41.2 ) 1.3 ( 10.8 )

Comprehensive loss $ ( 42.3 ) $ ( 32.1 ) $ ( 68.2 ) $ ( 3.5 )

Net change in accumulated other comprehensive (loss) income ( 7.5 ) 13.9 ( 6.2 ) 3.1

Comprehensive (loss) income $ ( 1.1 ) $ 33.4 $ ( 69.3 ) $ 29.9

The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.

2 unchanged sentences

(in millions, except share and par value data)

December 27, 2025 June 28, 2025

March 28, 2026 June 28, 2025

Current assets:

27 unchanged sentences

Preferred stock, $ 0.001 par value;

1 million shares authorized, no shares issued or outstanding at December 27, 2025 and June 28, 2025

1 million shares authorized, no shares issued or outstanding at March 28, 2026 and June 28, 2025

Common stock, $ 0.001 par value;

1 billion shares authorized;

231 million shares at December 27, 2025 and 223 million shares at June 28, 2025, issued and outstanding

234 million shares at March 28, 2026 and 223 million shares at June 28, 2025, issued and outstanding

Additional paid-in capital 70,683.5 70,517.9

7 unchanged sentences

(in millions)

Six Months Ended

December 27, 2025 December 28, 2024

Nine Months Ended

March 28, 2026 March 29, 2025

OPERATING ACTIVITIES:

4 unchanged sentences

Stock-based compensation 41.2 40.5

Loss on convertible note extinguishment 42.5 —

Loss on debt extinguishment 46.2 —

Amortization of debt issuance costs 4.9 5.5

19 unchanged sentences

Proceeds from the sale of assets 2.6 4.7

Acquisition of business ( 399.3 ) —

Acquisitions, net of acquired cash and holdbacks ( 399.3 ) ( 117.9 )

Purchase price adjustment related to business acquisition ( 0.7 ) —

3 unchanged sentences

Proceeds from issuance of debt $ 749.1 $ —

Repayment of debt ( 199.0 ) —

Payment of debt issuance costs ( 23.4 ) —

1 unchanged sentence

Withholding tax payment on vesting of restricted stock and performance- based awards ( 23.0 ) ( 13.1 )

Cash paid to third parties in convertible note extinguishment ( 1.0 ) —

Payment of financing obligations ( 0.2 ) ( 0.2 )

Proceeds from employee stock purchase plan 6.5 6.0

Payment of acquisition related contingent consideration ( 29.8 ) —

Other financing activities — 0.2

1 unchanged sentence

Effect of exchange rates on cash, cash equivalents and restricted cash $ 0.1 $ ( 0.9 )

Net increase in cash, cash equivalents and restricted cash 344.0 14.6

Net increase (decrease) in cash, cash equivalents and restricted cash 79.2 ( 99.1 )

Cash, cash equivalents and restricted cash at the beginning of the period (1)

2 unchanged sentences

(1) These amounts include both current and non-current balances of restricted cash totaling $ 8.5 million and $ 10.5 million as of June 28, 2025 and June 29, 2024, respectively.

(2) These amounts include both current and non-current balances of restricted cash totaling $ 10.6 million and $ 8.4 million as of December 27, 2025 and December 28, 2024, respectively.

(2) These amounts include both current and non-current balances of restricted cash totaling $ 12.3 million and $ 8.5 million as of March 28, 2026 and March 29, 2025, respectively.

The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.

2 unchanged sentences

(in millions)

Three Months Ended December 27, 2025

Three Months Ended March 28, 2026

Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total

Shares Amount

Balance at September 27, 2025 223.2 $ 0.2 $ 70,517.5 $ ( 69,679.5 ) $ ( 114.3 ) $ 723.9

Net loss — — — ( 48.1 ) — ( 48.1 )

Other comprehensive income — — — — 5.8 5.8

Balance at December 27, 2025 231.4 $ 0.2 $ 70,670.2 $ ( 69,727.6 ) $ ( 108.5 ) $ 834.3

Net income — — — 6.4 — 6.4

Other comprehensive loss — — — — ( 7.5 ) ( 7.5 )

Shares issued under employee stock plans, net of tax 0.7 — ( 0.7 ) — — ( 0.7 )

1 unchanged sentence

Convertible note extinguishment (Note 11) 1.8 — — — — —

Balance at December 27, 2025 231.4 $ 0.2 $ 70,670.2 $ ( 69,727.6 ) $ ( 108.5 ) $ 834.3

Three Months Ended December 28, 2024

Balance at March 28, 2026 233.9 $ 0.2 $ 70,683.5 $ ( 69,721.2 ) $ ( 116.0 ) $ 846.5

Three Months Ended March 29, 2025

Additional Paid-In Capital

1 unchanged sentence

Accumulated Other Comprehensive Loss

Balance at September 28, 2024 221.8 $ 0.2 $ 70,480.2 $ ( 69,664.7 ) $ ( 113.6 ) $ 702.1

Balance at December 28, 2024 222.1 $ 0.2 $ 70,493.0 $ ( 69,655.6 ) $ ( 154.8 ) $ 682.8

Net income — — — 19.5 — 19.5

Other comprehensive loss — — — — ( 41.2 ) ( 41.2 )

Other comprehensive income — — — — 13.9 13.9

Shares issued under employee stock plans, net of tax 1.1 — ( 1.5 ) — — ( 1.5 )

Stock-based compensation — — 14.1 — — 14.1

Balance at December 28, 2024 222.1 $ 0.2 $ 70,493.0 $ ( 69,655.6 ) $ ( 154.8 ) $ 682.8

Six Months Ended December 27, 2025

Balance at March 29, 2025 223.2 $ 0.2 $ 70,505.6 $ ( 69,636.1 ) $ ( 140.9 ) $ 728.8

Nine Months Ended March 28, 2026

Additional Paid-In Capital

3 unchanged sentences

Net loss — — — ( 63.1 ) — ( 63.1 )

Other comprehensive income — — — — 1.3 1.3

Other comprehensive loss — — — — ( 6.2 ) ( 6.2 )

Shares issued under employee stock plans, net of tax 3.7 — ( 16.5 ) — — ( 16.5 )

2 unchanged sentences

Convertible note extinguishment (Note 11) 9.7 — 140.7 — — 140.7

Balance at December 27, 2025 231.4 $ 0.2 $ 70,670.2 $ ( 69,727.6 ) $ ( 108.5 ) $ 834.3

Six Months Ended December 28, 2024

Balance at March 28, 2026 233.9 $ 0.2 $ 70,683.5 $ ( 69,721.2 ) $ ( 116.0 ) $ 846.5

Nine Months Ended March 29, 2025

Additional Paid-In Capital

3 unchanged sentences

Net income — — — 26.8 — 26.8

Other comprehensive loss — — — — ( 10.8 ) ( 10.8 )

Other comprehensive income — — — — 3.1 3.1

Shares issued under employee stock plans, net of tax 3.3 — ( 7.1 ) — — ( 7.1 )

1 unchanged sentence

Repurchase of common stock ( 2.0 ) — 0.3 ( 16.4 ) — ( 16.1 )

Balance at December 28, 2024 222.1 $ 0.2 $ 70,493.0 $ ( 69,655.6 ) $ ( 154.8 ) $ 682.8

Balance at March 29, 2025 223.2 $ 0.2 $ 70,505.6 $ ( 69,636.1 ) $ ( 140.9 ) $ 728.8

The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.

3 unchanged sentences

The financial information for Viavi Solutions Inc.

(VIAVI, also referred to as the Company, we, our and us) for the three and six months ended December 27, 2025 and December 28, 2024 is unaudited and includes all normal and recurring adjustments the Company’s management considers necessary for a fair statement of the financial information set forth herein.

(VIAVI, also referred to as the Company, we, our and us) for the three and nine months ended March 28, 2026 and March 29, 2025 is unaudited and includes all normal and recurring adjustments the Company’s management considers necessary for a fair statement of the financial information set forth herein.

The accompanying Consolidated Financial Statements are presented in accordance with accounting principles generally accepted in the United States of America (U.S.

3 unchanged sentences

For further information please refer to the Consolidated Financial Statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 28, 2025.

There have been no material changes to the Company’s accounting policies during the three and six months ended December 27, 2025 as compared to the significant accounting policies presented in “Note 1.

There have been no material changes to the Company’s accounting policies during the three and nine months ended March 28, 2026 as compared to the significant accounting policies presented in “Note 1.

Basis of Presentation” of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report for the year ended June 28, 2025 on Form 10-K, filed with the SEC on August 11, 2025.

1 unchanged sentence

GAAP for complete financial statements.

The results for the three and six months ended December 27, 2025 and December 28, 2024 may not be indicative of results for the fiscal year ending June 27, 2026 or any future periods.

The results for the three and nine months ended March 28, 2026 and March 29, 2025 may not be indicative of results for the fiscal year ending June 27, 2026 or any future periods.

The Company utilizes a 52-53 week fiscal year ending on the Saturday closest to June 30th.

31 unchanged sentences

This guidance is effective for annual periods beginning after December 15, 2024 (fiscal 2026 for the Company).

The Company is evaluating the impact of adopting this new accounting guidance on its Consolidated Financial Statements.

The Company expects to adopt the guidance on a prospective basis for the fiscal year ending June 27, 2026, and the adoption is anticipated to result in expanded disclosures in the Company’s annual financial statements.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements-Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative .

6 unchanged sentences

Earnings Per Share

The following table sets forth the computation of basic and diluted net (loss) income per share ( in millions, except per share data ):

Three Months Ended Six Months Ended

December 27, 2025 December 28, 2024 December 27, 2025 December 28, 2024

Net (loss) income $ ( 48.1 ) $ 9.1 $ ( 69.5 ) $ 7.3

The following table sets forth the computation of basic and diluted net income (loss) per share ( in millions, except per share data ):

Three Months Ended Nine Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Net income (loss) $ 6.4 $ 19.5 $ ( 63.1 ) $ 26.8

Weighted-average shares outstanding:

Basic 232.0 222.6 226.2 222.2

Diluted shares - Convertible Notes 9.9 — — —

Effect of dilutive securities from stock-based compensation plans 7.6 4.3 — 3.0

Diluted 249.5 226.9 226.2 225.2

Net (loss) income per share:

Net income (loss) per share:

Basic $ 0.03 $ 0.09 $ ( 0.28 ) $ 0.12

1 unchanged sentence

In periods where the Company recognized a net loss, the impact of potentially dilutive outstanding stock-based awards and the “in-the money” conversion benefit feature above the conversion price of the 1.625 % Senior Convertible Notes due 2026 (2026 Notes) and 0.625 % Senior Convertible Notes due 2031 (2031 Notes) of $ 13.19 and $ 13.79 per share, respectively, have been excluded from the calculation of diluted loss per share as their inclusion would have an antidilutive effect.

The following table represents potential common shares that were not included in the computation of the diluted net (loss) income per share because their effect would have been anti-dilutive ( in millions ):

Three Months Ended Six Months Ended

December 27, 2025

December 28, 2024 December 27, 2025

December 28, 2024

The following table represents potential common shares that were not included in the computation of the diluted net income (loss) per share because their effect would have been anti-dilutive ( in millions ):

Three Months Ended Nine Months Ended

March 28, 2026

March 29, 2025 March 28, 2026

March 29, 2025

Restricted stock units — — 0.6 1.2

3 unchanged sentences

The Company’s accumulated other comprehensive loss consists of the accumulated net unrealized gains or losses on available-for-sale investments, foreign currency translation adjustments and change in unrealized components of defined benefit obligations.

For the six months ended December 27, 2025, the changes in accumulated other comprehensive loss, net of tax, by component were as follows ( in millions ):

For the nine months ended March 28, 2026, the changes in accumulated other comprehensive loss, net of tax, by component were as follows ( in millions ):

Unrealized losses on available-for sale investments Foreign currency translation adjustments Change in unrealized components of defined benefit obligations Total

Beginning balance as of June 28, 2025 $ ( 5.3 ) $ ( 97.5 ) $ ( 7.0 ) $ ( 109.8 )

Other comprehensive income — 1.2 — 1.2

Other comprehensive loss — ( 6.3 ) — ( 6.3 )

Amounts reclassified out of accumulated other comprehensive loss — — 0.1 0.1

Net current-period other comprehensive income — 1.2 0.1 1.3

Ending balance as of December 27, 2025 $ ( 5.3 ) $ ( 96.3 ) $ ( 6.9 ) $ ( 108.5 )

Net current-period other comprehensive (loss) income — ( 6.3 ) 0.1 ( 6.2 )

Ending balance as of March 28, 2026 $ ( 5.3 ) $ ( 103.8 ) $ ( 6.9 ) $ ( 116.0 )

High-speed Ethernet, Network Security and Channel Emulation Testing Business

21 unchanged sentences

Property, plant and equipment, net 2.9

Goodwill 111.3

Identified intangible assets acquired 314.2

5 unchanged sentences

Total purchase consideration $ 399.3

(1) Goodwill at acquisition date of $ 111.3 million increased by $ 0.3 million for measurement period adjustments.

(2) Represents the current portion of deferred revenue.

29 unchanged sentences

The net cash paid for the acquisition, with purchase price adjustment, was $ 121.6 million, which reflects the cash paid less cash acquired of $ 16.5 million.

From the contingent consideration of $ 175.0 million, $ 3.4 million shall be set aside for the payment of retention bonuses over the four-year earn-out period to key personnel and service providers, contingent on continued service to the Company.

From the contingent consideration of $ 175.0 million, $ 3.4 million was set aside for the payment of retention bonuses over the four-year earn-out period to key personnel and service providers, contingent on continued service to the Company.

Any forfeited amount will be removed from the retention bonus pool and re-distributed to the shareholders of Inertial Labs upon the achievement of the earn-out targets.

2 unchanged sentences

The Company paid $ 3.7 million in our fourth fiscal quarter of 2025 comprised of the net working capital holdback of $ 3.0 million and $ 0.7 million of the purchase price adjustment of $ 1.4 million.

The remainder of the purchase price adjustment of $ 0.7 million was paid in the first quarter of fiscal 2026 and refund of prepaid tax of $ 0.6 million is expected to be paid in fiscal 2026.

The remainder of the purchase price adjustment of $ 0.7 million was paid in the first quarter of fiscal 2026 and refund of prepaid tax of $ 0.6 million is expected to be paid in calendar 2026.

In addition, the Company held back $ 15.0 million for indemnity claims.

During the three months ended March 28, 2026, the indemnity holdback amount was reduced by $ 1.1 million from noncash financing activities.

The acquisition met the definition of a business and has been accounted for in accordance with the authoritative guidance on business combinations;

42 unchanged sentences

The total purchase consideration included approximately $ 49.9 million paid in cash at closing and additional contingent consideration of up to $ 117.0 million.

Acquisition related Contingent Consideration

Refer to “Note 8.

Fair Value Measurements” for information on the contingent consideration activity for the three and nine months ended March 28, 2026.

VIAVI SOLUTIONS INC.

3 unchanged sentences

Gross receivables include both billed and unbilled receivables (including Contract assets).

As of December 27, 2025 and June 28, 2025, the Company had total unbilled receivables of $ 14.1 million.

As of March 28, 2026 and June 28, 2025, the Company had total unbilled receivables of $ 17.2 million and $ 14.1 million.

The Company also has short-term and long-term deferred revenues related to undelivered product and professional services, consisting of installations and consulting engagements, which are recognized as the Company's performance obligations under the contract are completed and accepted by the customer.

The following table presents the activity related to deferred revenue ( in millions ):

December 27, 2025

Three Months Ended Six Months Ended

March 28, 2026

Three Months Ended Nine Months Ended

Deferred revenue:

6 unchanged sentences

(1) This amount includes the effect of foreign currency exchange rate fluctuations.

(2) This amount includes deferred revenue at acquisition date and measurement period adjustments.

Refer to “Note 5.

2 unchanged sentences

Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, adjustments for revenue that have not materialized, and currency fluctuations.

The value of the transaction price allocated to remaining performance obligations as of December 27, 2025, was $ 492.5 million.

The value of the transaction price allocated to remaining performance obligations as of March 28, 2026, was $ 533.8 million.

The Company expects to recognize approximately 92 % of remaining performance obligations as revenue within the next 12 months, and the remainder thereafter.

2 unchanged sentences

June 28, 2025 Charged to Costs and Expenses Deductions (1)

December 27, 2025

March 28, 2026

Allowance for credit losses $ 1.9 $ 1.2 $ ( 0.6 ) $ 2.5

2 unchanged sentences

The following table presents the components of inventories, net ( in millions ):

December 27, 2025 June 28, 2025

March 28, 2026 June 28, 2025

Finished goods $ 61.2 $ 52.5

6 unchanged sentences

The following table presents the components of prepayments and other current assets ( in millions ):

December 27, 2025 June 28, 2025

March 28, 2026 June 28, 2025

Refundable income taxes $ 24.7 $ 32.0

6 unchanged sentences

The following table presents the components of other non-current assets ( in millions ):

December 27, 2025 June 28, 2025

March 28, 2026 June 28, 2025

Operating right-of-use (ROU) assets $ 41.9 $ 34.1

8 unchanged sentences

The following table presents the components of other current liabilities ( in millions ):

December 27, 2025 June 28, 2025

March 28, 2026 June 28, 2025

Fair value of contingent consideration (Note 8) $ 43.0 $ 41.5

Acquisition related holdback and related accruals 16.5 16.5

Restructuring accrual (Note 13) 16.5 3.5

Interest payable 13.4 5.1

2 unchanged sentences

Warranty accrual 6.7 5.9

Restructuring accrual (Note 13) 2.1 3.5

Fair value of forward contracts 2.1 3.1

5 unchanged sentences

The following table presents components of other non-current liabilities ( in millions ):

December 27, 2025 June 28, 2025

Fair value of contingent consideration (Note 8) $ 66.6 $ 75.9

March 28, 2026 June 28, 2025

Pension and post-employment benefits $ 51.2 $ 54.1

1 unchanged sentence

Operating lease liabilities 30.6 24.1

Fair value of contingent consideration (Note 8) 25.2 75.9

Financing obligation 13.6 15.5

7 unchanged sentences

Short-Term Investments

As of December 27, 2025, the Company’s short-term investments of $ 1.9 million were primarily related to the deferred compensation plan, of which $ 1.7 million was invested in equity securities.

As of March 28, 2026, the Company’s short-term investments of $ 1.8 million were primarily related to the deferred compensation plan, of which $ 1.7 million was invested in equity securities.

As of June 28, 2025, the Company’s short-term investments of $ 1.7 million were primarily related to the deferred compensation plan, of which $ 1.6 million was invested in equity securities.

4 unchanged sentences

This investment is carried at cost and because the investment does not have a readily determinable fair value it will be adjusted for changes resulting from observable price changes under the Measurement Alternative methodology.

There were no impairments or adjustments to the carrying value for the three and six months ended December 27, 2025.

There were no impairments or adjustments to the carrying value for the three and nine months ended March 28, 2026.

Equity Investment

2 unchanged sentences

Under the equity method, the Company recognizes income or loss from its pro-rata share of Sensorsan’s net income or loss, which changes the carrying value of the Sensorsan investment.

The Company’s share of Sensorsan’s net income for the three and six months ended December 27, 2025 was $ 0.3 million and $ 0.2 million, respectively.

As of December 27, 2025 and June 28, 2025, the carrying value of the Company’s investment in Sensorsan was $ 1.4 million and $ 1.3 million, respectively, included in Other non-current assets on the Consolidated Balance Sheets.

The Company’s share of Sensorsan’s net income for the nine months ended March 28, 2026 was $ 0.2 million.

As of March 28, 2026 and June 28, 2025, the carrying value of the Company’s investment in Sensorsan was $ 1.4 million and $ 1.3 million, respectively, included in Other non-current assets on the Consolidated Balance Sheets.

The Company sells certain products to Sensorsan.

During the three and six months ended December 27, 2025, revenue from sales to Sensorsan was $ 0.8 million and $ 1.2 million, respectively.

During the three and nine months ended March 28, 2026, revenue from sales to Sensorsan was $ 0.9 million and $ 2.1 million, respectively.

VIAVI SOLUTIONS INC.

5 unchanged sentences

The Company does not use these foreign currency forward contracts for trading purposes.

As of December 27, 2025, the Company had forward contracts that were effectively closed but not settled with the counterparties as of the balance sheet date.

As of March 28, 2026, the Company had forward contracts that were effectively closed but not settled with the counterparties as of the balance sheet date.

Therefore, the fair value of these contracts of $ 1.4 million and $ 2.1 million is reflected as Prepayments and other current assets and Other current liabilities on the Consolidated Balance Sheets, respectively.

2 unchanged sentences

therefore, the fair value of the contracts is not significant.

As of December 27, 2025 and June 28, 2025, the notional amounts of the forward contracts that the Company held to purchase foreign currencies were $ 62.6 million and $ 60.4 million, respectively, and the notional amounts of forward contracts that the Company held to sell foreign currencies were $ 46.3 million and $ 24.1 million, respectively.

As of March 28, 2026 and June 28, 2025, the notional amounts of the forward contracts that the Company held to purchase foreign currencies were $ 59.3 million and $ 60.4 million, respectively, and the notional amounts of forward contracts that the Company held to sell foreign currencies were $ 48.4 million and $ 24.1 million, respectively.

The change in the fair value of these foreign currency forward contracts is recorded as gain or loss in the Consolidated Statements of Operations as a component of Interest and other income, net.

The cash flows related to the settlement of foreign currency forward contracts are classified as operating activities.

The foreign exchange forward contracts incurred gains of $ 0.6 million and $ 0.4 million for the three and six months ended December 27, 2025, respectively, and losses of $ 4.7 million and $ 3.3 million for the three and six months ended December 28, 2024, respectively.

The foreign exchange forward contracts incurred losses of $ 0.7 million and $ 0.3 million for the three and nine months ended March 28, 2026, respectively, and incurred a gain of $ 0.5 million and a loss of $ 2.8 million for the three and nine months ended March 29, 2025.

Fair Value Measurements

22 unchanged sentences

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis, along with their classification by level of input for the periods presented ( in millions ):

December 27, 2025 June 28, 2025

March 28, 2026 June 28, 2025

Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3

14 unchanged sentences

(1) Included in Other non-current assets on the Consolidated Balance Sheets.

(2) Includes, as of December 27, 2025, $ 550.2 million in Cash and cash equivalents, $ 4.4 million in Restricted cash and $ 3.5 million in Other non-current assets on the Consolidated Balance Sheets.

(2) Includes, as of March 28, 2026, $ 263.1 million in Cash and cash equivalents, $ 6.7 million in Restricted cash and $ 2.9 million in Other non-current assets on the Consolidated Balance Sheets.

Includes, as of June 28, 2025, $ 222.4 million in Cash and cash equivalents, $ 3.5 million in Restricted cash and $ 3.1 million in Other non-current assets on the Consolidated Balance Sheets.

2 unchanged sentences

(5) Included in Other current liabilities on the Consolidated Balance Sheets.

(6) As of December 27, 2025 and June 28, 2025, includes certain amounts in Other current liabilities and Other non-current liabilities on the Consolidated Balance Sheets.

(6) As of March 28, 2026 and June 28, 2025, includes certain amounts in Other current liabilities and Other non-current liabilities on the Consolidated Balance Sheets.

Contingent Consideration

As of December 27, 2025, the fair value of the contingent consideration liability for Inertial Labs was $ 139.1 million, compared to $ 128.3 million at September 27, 2025 and $ 117.1 million at June 28, 2025.

The increases of $ 10.8 million and $ 22.0 million, respectively, are included in SG&A in the Consolidated Statements of Operations for the three and six months ended December 27, 2025.

As of December 27, 2025, $ 72.5 million and $ 66.6 million of the liability are included in Other current liabilities and Other non-current liabilities, respectively, on the Consolidated Balance Sheets.

The Company expects to pay the current portion of the contingent consideration liability in the third quarter of fiscal 2026.

As of March 28, 2026, the fair value of the contingent consideration liability for Inertial Labs was $ 68.2 million, compared to $ 139.1 million at December 27, 2025 and $ 117.1 million at June 28, 2025.

As of March 28, 2026, $ 43.0 million and $ 25.2 million of the liability are included in Other current liabilities and Other non-current liabilities, respectively, on the Consolidated Balance Sheets.

During the three months ended March 28, 2026, the Company made a contingent consideration payment of $ 73.5 million for Inertial Labs, of which acquisition date fair value of $ 29.8 million was classified as a financing outflow and the remaining classified as an operating activity within Accrued expenses and other current and non-current liabilities in the Consolidated Statements of Cash Flows.

The earn-out period for Jackson Labs ended on December 31, 2025.

The Company was not required to make a contingent consideration payment as the revenue targets were not met.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 27, 2025 and September 27, 2025, there was no contingent consideration liability for Jackson Labs.

The Company recorded a benefit of $ 0.3 million in SG&A in the Consolidated Statements of Operations for the six months ended December 27, 2025, from the change in fair value measurement of the earn-out liability.

The earn-out period for Jackson Labs ended on December 31, 2025.

The Company is not required to make a contingent consideration payment as the revenue targets were not met.

The Company recorded charges of $ 2.6 million and $ 24.3 million, respectively, from the change in fair value measurement of the contingent consideration liabilities within SG&A in the Consolidated Statements of Operations for the three and nine months ended March 28, 2026.

Instrument Measured at Fair Value on Non-recurring Basis

6 unchanged sentences

The Company’s debt measured at fair value for the periods presented is as follows ( in millions ):

December 27, 2025 June 28, 2025

March 28, 2026 June 28, 2025

Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3

7 unchanged sentences

Total $ 1,471.2 $ — $ 1,471.2 $ — $ 625.6 $ — $ 625.6 $ —

(1) The 2026 Notes were settled upon maturity on March 15, 2026.

See “Note 11.

Debt”, for further discussion of the Company’s debt.

The following table presents changes in goodwill allocated to the Company’s reportable segments (in millions) :

3 unchanged sentences

111.3 — 111.3

Measurement period adjustments (1)

Currency translation ( 5.5 ) — ( 5.5 )

Balance as of December 27, 2025 $ 662.2 $ 42.2 $ 704.4

Balance as of March 28, 2026 $ 659.6 $ 42.2 $ 701.8

(1) Goodwill at acquisition date and adjustments.

Refer to “Note 5.

2 unchanged sentences

In the fourth quarter of fiscal 2025, the Company performed a qualitative assessment of goodwill impairment and concluded that it was more likely than not that the fair value of each reporting unit exceeded its carrying amount and that no indication of impairment existed.

There were no events or changes in circumstances that triggered an impairment review during the three and six months ended December 27, 2025.

There were no events or changes in circumstances that triggered an impairment review during the three and nine months ended March 28, 2026.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables present details of the Company’s acquired developed technology, customer relationships and other intangibles as of December 27, 2025 and June 28, 2025 ( in millions ):

As of December 27, 2025 Weighted-Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net

The following tables present details of the Company’s acquired developed technology, customer relationships and other intangibles as of March 28, 2026 and June 28, 2025 ( in millions ):

As of March 28, 2026 Weighted-Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net

Acquired developed technology 4.7 years $ 667.9 $ ( 448.8 ) $ 219.1

7 unchanged sentences

Total intangibles $ 787.6 $ ( 656.0 ) $ 131.6

(1) Other intangibles consist of patents, proprietary know-how and trade secrets, trademarks and trade names.

The following table presents the amortization recorded relating to acquired developed technology, customer relationships and other intangibles ( in millions ):

Three Months Ended Six Months Ended

December 27, 2025 December 28, 2024 December 27, 2025 December 28, 2024

Cost of revenues $ 12.5 $ 3.3 $ 19.4 $ 6.6

Operating expenses 6.3 1.0 7.8 2.1

Total amortization of intangible assets $ 18.8 $ 4.3 $ 27.2 $ 8.7

Based on the carrying amount of acquired developed technology, customer relationships and other intangibles as of December 27, 2025, and assuming no future impairment of the underlying assets, the estimated future amortization is as follows ( in millions ):

(1) Other intangibles consist of proprietary know-how and trade secrets, trademarks and trade names.

Amortization expense related to intangibles was $ 20.4 million and $ 7.3 million for the three months ended March 28, 2026 and March 29, 2025, respectively, and $ 47.6 million and $ 16.0 million for the nine months ended March 28, 2026 and March 29, 2025, respectively.

Based on the carrying amount of acquired developed technology, customer relationships and other intangibles as of March 28, 2026, and assuming no future impairment of the underlying assets, the estimated future amortization is as follows ( in millions ):

Remainder of 2026 $ 20.2

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 27, 2025 and June 28, 2025, the Company’s debt on the Consolidated Balance Sheets, net of unamortized debt discount and issuance costs, is as follows ( in millions ):

December 27, 2025 June 28, 2025

As of March 28, 2026 and June 28, 2025, the Company’s debt on the Consolidated Balance Sheets, net of unamortized debt discount and issuance costs, is as follows ( in millions ):

March 28, 2026 June 28, 2025

Principal amount of 0.625 % Senior Convertible Notes

$ 49.0 $ 250.0

Unamortized 1.625 % Senior Convertible Notes debt discount

( 0.1 ) ( 3.3 )

Unamortized 0.625 % Senior Convertible Notes debt issuance cost

Term Loan B 4.5 —

Short-term debt $ 53.4 $ 246.2

Principal amount of 1.625 % Senior Convertible Notes

Unamortized 1.625 % Senior Convertible Notes debt discount

Unamortized 1.625 % Senior Convertible Notes debt issuance cost

Short-term debt $ 244.5 $ 246.2

Principal amount of 3.75 % Senior Notes

$ 400.0 $ 400.0

Unamortized 3.75 % Senior Notes debt issuance cost

3 unchanged sentences

Long-term debt $ 836.3 $ 396.3

The Company was in compliance with all debt covenants as of December 27, 2025 and June 28, 2025.

For additional debt transaction entered after December 27, 2025, refer to “Note 20.

Subsequent Events” for more information.

The Company was in compliance with all debt covenants as of March 28, 2026 and June 28, 2025.

On October 16, 2025, concurrent with the closing of the acquisition of Spirent’s HSE and CE business, the Company entered into a $ 600 million senior secured term loan credit agreement (Term Loan Credit Agreement) with Wells Fargo Bank, National Association (Wells Fargo), as administrative agent, and other lenders.

3 unchanged sentences

The debt issuance costs were capitalized in Long-term debt on the Consolidated Balance Sheets and will be amortized to interest expense using the straight-line method until maturity.

The term loans bear interest at rates based on SOFR or a specified base rate plus applicable margins with interest payment frequency at the Company’s election.

The term loans bear interest at rates based on Term Secured Overnight Financing Rate (SOFR) or a specified base rate plus applicable margins with interest payment frequency at the Company’s election.

The term loans require quarterly principal payments of 1.0 % per annum, commencing on March 31, 2026.

4 unchanged sentences

The Term Loan Credit Agreement includes customary events of default, and customary rights and remedies upon the occurrence of any event of default thereunder, including rights to accelerate the loans and realize upon the collateral securing the obligations under the Term Loan Credit Agreement and any related guarantees thereof.

As of December 27, 2025, the interest rate for the borrowings under the term loans was 6.39 %, which approximated the effective interest rate and the expected remaining term is 6.8 years.

On January 5, 2026, and March 4, 2026, the Company made prepayments of $ 100.0 million and $ 50.0 million, respectively, of the term loans under the Term Loan Credit Agreement.

The prepayments were accounted for as partial extinguishments, with the carrying amount of the portion of debt prepaid, including the proportionate unamortized debt issuance costs, derecognized, and any difference between the reacquisition price and the carrying amount recognized as a loss on debt extinguishment.

The Company recorded a loss of $ 3.7 million within Loss on debt extinguishment in the Consolidated Statements of Operations.

With these prepayments, VIAVI is no longer required to make quarterly principal payments of 1.0 % per annum since the prepayments exceeded the total required amortization over the life of the loan.

As of March 28, 2026, the interest rate for the borrowings under the term loans was 6.17 %, which approximated the effective interest rate and the expected remaining term is 6.6 years.

0.625 % Senior Convertible Notes (2031 Notes)

3 unchanged sentences

Accrued interest of $ 0.7 million on the 2026 Notes was included in the exchange for the 2031 Notes.

The total loss from the exchange was $ 3.8 million recorded as Loss on convertible note extinguishment in the Consolidated Statements of Operations.

The total loss from the exchange was $ 3.8 million recorded as Loss on debt extinguishment in the Consolidated Statements of Operations.

Concurrent with the transactions discussed above, the Company repurchased and subsequently retired 2.7 million shares of its common stock for $ 30.0 million under the 2022 Repurchase Plan.

5 unchanged sentences

The initial conversion price represents a 25.0 % premium to the closing price of the Company’s common stock on the pricing date, August 13, 2025, which will be subject to customary anti-dilution adjustments.

As of December 27, 2025, the expected remaining term of the 2031 Notes is 5.2 years.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During the third quarter of fiscal 2026, the closing price of the Company’s common stock exceeded 130 % of the applicable conversion price of the 2031 Notes, on at least 20 of the last 30 consecutive trading days of the calendar quarter, causing the 2031 Notes to be convertible by their holders for the period April 1, 2026 to June 30, 2026.

While the last two trading days of the calendar quarter ending March 31, 2026 were after the Balance Sheet date, the pricing trigger was met for the calendar quarter.

As a result, the $ 244.5 million carrying value of the 2031 Notes has been reclassified to short-term debt.

As of March 28, 2026, the expected remaining term of the 2031 Notes is 4.9 years.

1.625 % Senior Convertible Notes (2026 Notes)

4 unchanged sentences

The increase in principal and coupon interest, along with the increased option value, totaled $ 14.6 million and is a direct reduction from the carrying amount of the debt on the Consolidated Balance Sheets.

This amount will be accreted as an adjustment to interest expense on a straight-line basis and will accrete up to the full face value of the 2026 Notes at maturity.

This amount has been accreted as an adjustment to interest expense on a straight-line basis up to the full face value of the 2026 Notes through maturity on March 15, 2026.

The proceeds of the 2023 Subscription Transactions amounted to $ 113.8 million after issuance costs of $ 4.2 million.

The exchange resulted in $ 2.2 million of the issuance costs recorded as Loss on convertible note modification in the Consolidated Statements of Operations.

The remaining issuance costs of $ 2.0 million, as well as $ 0.3 million of unamortized costs carried over from the 2024 Notes at the exchange date were capitalized within Long-term debt (as a contra-balance) on the Consolidated Balance Sheets and will be amortized to interest expense using the straight-line method until maturity.

The 2026 Notes are an unsecured obligation of the Company and bear interest at an annual rate of 1.625 %, payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2023.

The 2026 Notes will mature on March 15, 2026 unless earlier converted, redeemed or repurchased.

As of December 27, 2025, the expected remaining term of the 2026 Notes is less than 0.2 years.

The remaining issuance costs of $ 2.0 million, as well as $ 0.3 million of unamortized costs carried over from the 2024 Notes at the exchange date were capitalized within Long-term debt (as a contra-balance) on the Consolidated Balance Sheets and were amortized to interest expense using the straight-line method until maturity on March 15, 2026.

On August 20, 2025, as part of the 2025 Exchange Transaction, the Company exchanged $ 97.5 million aggregate principal amount of the 2026 Notes for $ 100.9 million aggregate principal amount of the 2031 Notes.

On December 15, 2025 the Company entered into separate privately-negotiated agreements with certain holders of its 2026 Notes.

On December 15, 2025, the Company entered into separate privately-negotiated agreements with certain holders of the 2026 Notes.

On December 22, 2025, the Company settled $ 103.5 million principal amount of 2026 Notes in exchange for an aggregate of 7.9 million shares of its common stock, par value $ 0.001 per share.

2 unchanged sentences

The exchange did not qualify as an induced conversion.

The Company recorded a loss on debt extinguishment of $ 38.7 M, representing the excess of the fair value of the shares issued over the carrying amount of the notes extinguished and transaction costs associated with the settlement.

The loss is presented as Loss on convertible note extinguishment in the Company’s Consolidated Statements of Operations.

After the transaction, the outstanding aggregate principal amount of the 2026 Notes was $ 49.0 M with terms unchanged.

During the periods from, and including, December 15, 2025 until the close of business on the business day immediately preceding March 15, 2026, holders may convert the 2026 Notes at any time.

The Company has not received any conversion requests by holders as of December 27, 2025.

The Company recorded a loss on debt extinguishment of $ 38.7 million, representing the excess of the fair value of the shares issued over the carrying amount of the notes extinguished and transaction costs associated with the settlement.

The loss is presented as Loss on debt extinguishment in the Company’s Consolidated Statements of Operations.

On March 15, 2026, the outstanding $ 49.0 million principal amount of the 2026 Notes matured.

Nearly all holders of the 2026 Notes chose to convert and the settlement of the conversion resulted in a cash payment of $ 49.4 million, including $ 49.0 million in principal and $ 0.4 million in accrued interest, and the issuance of 1.8 million shares of its common stock for conversion value above par.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3.75 % Senior Notes (2029 Notes)

4 unchanged sentences

The 2029 Notes will mature on October 1, 2029 unless earlier redeemed or repurchased.

As of December 27, 2025, the expected remaining term of the 2029 Notes is 3.8 years.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of March 28, 2026, the expected remaining term of the 2029 Notes is 3.5 years.

1.00 % Senior Convertible Notes (2024 Notes)

15 unchanged sentences

(i) if the amounts outstanding are denominated in U.S.

Dollars, at a per annum rate equal to either, at the Company’s election, Term Secured Overnight Financing Rate (SOFR) plus a margin of 1.50 % to 2.00 % per annum, or a specified base rate plus a margin of 0.50 % to 1.00 %, in each case, depending on the average excess availability under the facility, (ii) if the amounts outstanding are denominated in Sterling, at a per annum rate equal to the Sterling Overnight Interbank Average Rate (SONIA) plus a margin of 1.50 % to 2.00 %, depending on the average excess availability under the facility, (iii) if the amounts outstanding are denominated in Euros, at a per annum rate equal to the Euro Interbank Offered Rate plus a margin of 1.50 % to 2.00 %, depending on the average excess availability under the facility, or (iv) if the amounts outstanding are denominated in Canadian Dollars, at a per annum rate equal to either, at the Company’s election, the adjusted Term Canadian Overnight Repo Rate Average (CORRA) plus a margin of 1.50 % to 2.00 %, or a specified base rate plus a margin of 0.50 % to 1.00 %, in each case, depending on the average excess availability under the facility.

Dollars, at a per annum rate equal to either, at the Company’s election, SOFR plus a margin of 1.50 % to 2.00 % per annum, or a specified base rate plus a margin of 0.50 % to 1.00 %, in each case, depending on the average excess availability under the facility, (ii) if the amounts outstanding are denominated in Sterling, at a per annum rate equal to the Sterling Overnight Interbank Average Rate (SONIA) plus a margin of 1.50 % to 2.00 %, depending on the average excess availability under the facility, (iii) if the amounts outstanding are denominated in Euros, at a per annum rate equal to the Euro Interbank Offered Rate plus a margin of 1.50 % to 2.00 %, depending on the average excess availability under the facility, or (iv) if the amounts outstanding are denominated in Canadian Dollars, at a per annum rate equal to either, at the Company’s election, the adjusted Term Canadian Overnight Repo Rate Average (CORRA) plus a margin of 1.50 % to 2.00 %, or a specified base rate plus a margin of 0.50 % to 1.00 %, in each case, depending on the average excess availability under the facility.

The covenants of the Credit Agreement include customary restrictive covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens and make certain acquisitions, investments, asset dispositions and restricted payments.

In addition, the Credit Agreement contains certain financial covenants that require the Company to maintain a fixed charge coverage ratio of at least 1.00 to 1.00 if excess availability under the facility is less than the greater of 10 % of the lesser of maximum revolver amount and borrowing base and $ 13.3 million.

As of December 27, 2025, we had no borrowings under this facility and our available borrowing capacity was approximately $ 183.7 million, net of outstanding standby letters of credit of $ 3.8 million.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of March 28, 2026, we had no borrowings under this facility and our available borrowing capacity was approximately $ 182.7 million, net of outstanding standby letters of credit of $ 3.8 million.

Interest Expense

The following table presents the interest expense for contractual interest, amortization of debt issuance cost, accretion of debt discount and other ( in millions ):

Three Months Ended Six Months Ended

December 27, 2025 December 28, 2024 December 27, 2025 December 28, 2024

Three Months Ended Nine Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Interest expense-contractual interest $ 12.1 $ 4.8 $ 29.4 $ 14.3

7 unchanged sentences

Lease expense and cash flow information related to our operating leases is as follows ( in millions ):

Three Months Ended Six Months Ended

December 27, 2025 December 28, 2024 December 27, 2025 December 28, 2024

Three Months Ended Nine Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Operating lease costs (1)

2 unchanged sentences

Operating ROU assets obtained in exchange for operating lease obligations $ 6.0 $ 4.4 $ 16.6 $ 7.1

(1) Total variable lease costs were immaterial during the three and six months ended December 27, 2025 and December 28, 2024.

(1) Total variable lease costs were immaterial during the three and nine months ended March 28, 2026 and March 29, 2025.

The total operating lease costs were included in Cost of revenues, R&D, and SG&A in the Consolidated Statements of Operations.

As of December 27, 2025 and December 28, 2024, the weighted-average remaining lease term was 5.7 years and 6.0 years, respectively, and the weighted-average discount rate was 6.2 % and 5.7 %, respectively.

Future minimum operating lease payments as of December 27, 2025 are as follows ( in millions ):

As of March 28, 2026 and March 29, 2025, the weighted-average remaining lease term was 5.6 years and 6.0 years, respectively, and the weighted-average discount rate was 6.3 % and 5.8 %, respectively.

Future minimum operating lease payments as of March 28, 2026 are as follows ( in millions ):

Operating Leases

15 unchanged sentences

Fiscal 2026 Plan

During the fourth quarter of fiscal 2024, management approved a restructuring and workforce reduction plan (the Fiscal 2024 Plan) across our NSE and Optical Security and Performance Products (OSP) segments and Corporate (Corp) functions intended to improve operational efficiencies and better align the Company’s workforce with current business needs.

The Company expects approximately 7 % of its global workforce to be affected.

During the third quarter of fiscal 2026, management approved a restructuring and workforce reduction plan (the Fiscal 2026 Plan) across our NSE and Optical Security and Performance Products (OSP) segments and Corporate (Corp) functions intended to improve operational efficiencies, better align the Company’s workforce with current business needs and strategic growth opportunities and includes integration of recently acquired businesses.

The Fiscal 2026 Plan includes a global workforce reduction, facilities rationalization and asset write-offs.

The Company anticipates the Fiscal 2026 Plan to be substantially complete by the end of calendar year 2026.

During the three months ended March 28, 2026 , the Company recognized restructuring charges of $ 17.4 million of employee severance, benefits and outplacement costs recorded within Restructuring and related charges (benefits) in the Consolidated Statements of Operations.

In addition, the Company recognized Fiscal 2026 Plan charges of $ 3.6 million and $ 0.3 million related to property, plant and equipment recorded within Cost of revenues and SG&A, respectively, and $ 0.3 million of accelerated depreciation recorded within SG&A, each in the Consolidated Statements of Operations.

Fiscal 2024 Plan

During the fourth quarter of fiscal 2024, management approved a restructuring and workforce reduction plan (the Fiscal 2024 Plan) across our NSE and OSP segments and Corp functions intended to improve operational efficiencies and better align the Company’s workforce with current business needs.

Restructuring activity related to the OSP segment was complete during fiscal 2025.

The Company anticipates the Fiscal 2024 Plan to be substantially complete by the end of the third quarter of fiscal 2026.

The Company anticipates the Fiscal 2024 Plan will be complete by the end of fiscal 2026.

A summary of the activity in the restructuring accrual is outlined below (in millions) :

Balance as of June 28, 2025 (1)

Restructuring and related benefits Cash settlements Foreign currency translation adjustments Balance as of December 27, 2025

Restructuring and related charges (benefits) Cash settlements Foreign currency translation adjustments Balance as of March 28, 2026 (1)

Fiscal 2026 Plan

NSE/Corp $ — $ 15.6 $ ( 0.7 ) $ ( 0.2 ) $ 14.7

OSP — 1.8 ( 0.2 ) — 1.6

Fiscal 2026 Plan — 17.4 ( 0.9 ) ( 0.2 ) 16.3

Fiscal 2024 Plan

NSE/Corp 3.5 ( 0.5 ) ( 2.7 ) ( 0.1 ) 0.2

Fiscal 2024 Plan 3.5 ( 0.5 ) ( 2.7 ) ( 0.1 ) 0.2

$ 3.5 $ 16.9 $ ( 3.6 ) $ ( 0.3 ) $ 16.5

(1) Included in Other current liabilities on the Consolidated Balance Sheet as of December 27, 2025 and June 28, 2025.

The Company recorded an income tax provision of $ 9.7 million and $ 28.7 million for the three and six months ended December 27, 2025, respectively.

The Company recorded an income tax provision of $ 9.5 million and $ 18.5 million for the three and six months ended December 28, 2024, respectively.

The income tax provision for the three and six months ended December 27, 2025 and December 28, 2024 primarily relates to income tax in certain foreign jurisdictions based on the Company’s forecasted pre-tax income or loss.

The income tax provision for the six months ended December 27, 2025 also includes a $ 9.7 million charge related to the revaluation of the Company’s deferred tax assets resulting from a change in the German corporate income tax rate.

(1) Included in Other current liabilities on the Consolidated Balance Sheets as of March 28, 2026 and June 28, 2025.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company recorded an income tax provision of $ 7.4 million and $ 36.1 million for the three and nine months ended March 28, 2026, respectively.

The Company recorded an income tax benefit of $ 16.3 million and an income tax provision of $ 2.2 million for the three and nine months ended March 29, 2025, respectively.

The income tax provision for the three and nine months ended March 28, 2026 primarily relates to income tax in certain foreign jurisdictions based on the Company’s forecasted pre-tax income or loss and revaluation of the Company’s German deferred tax assets.

The income tax benefit for the three months and the income tax provision for the nine months ended March 29, 2025 primarily relates to the release of valuation allowance related to the acquisition of Inertial labs and income tax in certain foreign and state jurisdictions based on the Company’s forecasted pre-tax income or loss.

The income tax provision recorded differs from the expected tax provision that would be calculated by applying the federal statutory rate to the Company’s income from continuing operations before taxes primarily due to the changes in valuation allowance for deferred tax assets attributable to the Company’s domestic and foreign income from continuing operations and the revaluation of the German deferred tax assets.

As of December 27, 2025 and June 28, 2025, the Company’s unrecognized tax benefits (net of Federal benefits) totaled $ 42.8 million and $ 42.4 million, respectively, and are included in deferred taxes and other non-current tax liabilities.

The Company had $ 3.6 million accrued for the payment of interest and penalties as of December 27, 2025.

As of March 28, 2026 and June 28, 2025, the Company’s unrecognized tax benefits (net of Federal benefits) totaled $ 42.9 million and $ 42.4 million, respectively, and are included in deferred taxes and other non-current tax liabilities.

The Company had $ 3.5 million accrued for the payment of interest and penalties as of March 28, 2026.

The timing and resolution of income tax examinations is uncertain, and the amounts ultimately paid, if any, upon resolution of issues raised by the taxing authorities may differ from the amounts accrued for each year.

Although the Company does not expect that our balance of gross unrecognized tax benefits will change materially in the next 12 months, given the uncertainty in the development of ongoing income tax examinations, the Company is unable to estimate the full range of possible adjustments to this balance.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stockholders' Equity

Issuance of Common Stock

During the three and six months ended December 27, 2025, the Company issued 7.9 million shares of its common stock to certain holders of the 2026 Notes in a debt extinguishment transaction.

Refer to “Note 11.

Debt” for more details.

During the three months ended March 28, 2026, the Company issued approximately 1.8 million shares of its common stock in connection with the settlement of the remaining 2026 Notes.

During the nine months ended March 28, 2026, the Company issued approximately 9.7 million shares of its common stock related to the settlement of the 2026 Notes, including 7.9 million shares issued in December 2025 and 1.8 million shares issued in March 2026.

Repurchase of Common Stock

2 unchanged sentences

The timing of repurchases under the plan will depend upon business and financial market conditions.

During the six months ended December 27, 2025, the Company repurchased and subsequently retired 2.7 million shares of its common stock for $ 30.0 million under the 2022 Repurchase Plan.

As of December 27, 2025, the Company had remaining authorization of $ 168.4 million for future share repurchases under the 2022 Repurchase Plan.

During the nine months ended March 28, 2026, the Company repurchased and subsequently retired 2.7 million shares of its common stock for $ 30.0 million under the 2022 Repurchase Plan.

As of March 28, 2026, the Company had remaining authorization of $ 168.4 million for future share repurchases under the 2022 Repurchase Plan.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock-Based Compensation

8 unchanged sentences

In addition, the actual number of shares awarded upon vesting of performance-based grants may vary from the target shares depending upon the achievement of the relevant performance or market-based conditions.

During the six months ended December 27, 2025 and December 28, 2024, the Company granted 3.8 million and 4.3 million time-based restricted stock awards, respectively.

The aggregate grant-date fair value of time-based restricted stock awards granted during the six months ended December 27, 2025 and December 28, 2024 were estimated to be $ 46.8 million and $ 37.3 million, respectively.

During the six months ended December 27, 2025 and December 28, 2024, the Company granted 1.2 million and 1.5 million performance-based awards, respectively.

There were less than 0.1 million and no performance-based shares attained over target during the six months ended December 27, 2025 and December 28, 2024, respectively.

The aggregate grant-date fair value of performance-based awards granted during the six months ended December 27, 2025 and December 28, 2024 were estimated to be $ 16.3 million and $ 15.1 million, respectively.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 27, 2025, $ 90.8 million of unrecognized stock-based compensation costs remain to be amortized.

The impact on the Company’s results of operations of recording stock-based compensation by function for the three and six months ended December 27, 2025 and December 28, 2024, is as follows (in millions) :

Three Months Ended Six Months Ended

December 27, 2025 December 28, 2024 December 27, 2025 December 28, 2024

During the nine months ended March 28, 2026 and March 29, 2025, the Company granted 3.9 million and 4.5 million time-based restricted stock awards, respectively.

The aggregate grant-date fair value of time-based restricted stock awards granted during the nine months ended March 28, 2026 and March 29, 2025 were estimated to be $ 47.8 million and $ 39.5 million, respectively.

During the nine months ended March 28, 2026 and March 29, 2025, the Company granted 1.2 million and 1.5 million performance-based awards, respectively.

There were less than 0.1 million and no performance-based shares attained over target during the nine months ended March 28, 2026 and March 29, 2025, respectively.

The aggregate grant-date fair value of performance-based awards granted during the nine months ended March 28, 2026 and March 29, 2025 were estimated to be $ 16.3 million and $ 15.1 million, respectively.

As of March 28, 2026, $ 77.6 million of unrecognized stock-based compensation costs remain to be amortized.

The impact on the Company’s results of operations of recording stock-based compensation by function for the three and nine months ended March 28, 2026 and March 29, 2025, is as follows (in millions) :

Three Months Ended Nine Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Cost of revenues $ 1.1 $ 2.0 $ 3.2 $ 4.5

2 unchanged sentences

Total stock-based compensation expense $ 13.9 $ 14.1 $ 41.2 $ 40.5

Approximately $ 1.1 million and $ 1.3 million of stock-based compensation was capitalized to inventory as of December 27, 2025 and December 28, 2024, respectively.

Approximately $ 1.2 million and $ 1.3 million of stock-based compensation was capitalized to inventory as of March 28, 2026 and March 29, 2025, respectively.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Employee Pension and Other Benefit Plans

3 unchanged sentences

Benefits are generally based upon years of service and compensation or stated amounts for each year of service.

As of December 27, 2025, the U.K.

As of March 28, 2026, the U.K.

and India plans were fully funded while the other plans were unfunded.

1 unchanged sentence

For unfunded plans, the Company pays the post-retirement benefits when due.

During the six months ended December 27, 2025, the Company contributed $ 0.7 million to the U.K.

During the nine months ended March 28, 2026, the Company contributed $ 1.0 million to the U.K.

plan and $ 4.8 million to the other plans.

1 unchanged sentence

The following table presents the components of net periodic cost for the pension and benefits plans ( in millions ):

Three Months Ended Six Months Ended

December 27, 2025 December 28, 2024 December 27, 2025 December 28, 2024

Three Months Ended Nine Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Interest cost $ 0.8 $ 0.8 $ 2.4 $ 2.4

6 unchanged sentences

At a minimum, the Company evaluates these assumptions annually and makes changes as necessary.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Based on actuarial assumptions, the Company expects to incur cash outlays of approximately $ 7.6 million related to its defined benefit pension plans during fiscal 2026 to make current benefit payments and fund future obligations.

As of December 27, 2025, approximately $ 3.0 million had been incurred.

As of March 28, 2026, approximately $ 5.8 million had been incurred.

These payments have been estimated based on the same assumptions used to measure the Company’s projected benefit obligation at June 28, 2025.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Commitments and Contingencies

11 unchanged sentences

Outstanding Letters of Credit, Performance Bonds and Other Claims

As of December 27, 2025, the Company had standby letters of credit of $ 8.6 million and performance bonds and other claims of $ 2.0 million collateralized by restricted cash.

As of March 28, 2026, the Company had standby letters of credit of $ 10.3 million and performance bonds and other claims of $ 2.0 million collateralized by restricted cash.

Product Warranties

The following table presents the changes in the Company’s warranty reserve during the three and six months ended December 27, 2025 ( in millions ):

December 27, 2025

Three Months Ended Six Months Ended

The following table presents the changes in the Company’s warranty reserve during the three and nine months ended March 28, 2026 ( in millions ):

March 28, 2026

Three Months Ended Nine Months Ended

Balance as of beginning of period $ 7.0 $ 6.7

1 unchanged sentence

Utilization of reserve ( 0.6 ) ( 1.6 )

Adjustments to pre-existing warranties (includes changes in estimates) ( 0.1 ) ( 0.1 )

Acquisition — 0.6

16 unchanged sentences

The CODM uses segment operating margin to make budgeting and forecasting decisions and to assess the performance of our segments, primarily by monitoring actual results versus the prior year, the annual budget and forecasted results.

In addition, the CODM reviews inventory levels by segment.

In addition, the CODM reviews inventory levels and certain other current assets by segment.

The Company allocates corporate-level operating expenses to its segment results, except for certain non-core operating and non-operating activities as discussed below.

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables present information on the Company’s reportable segments for the three and six months ended December 27, 2025 and December 28, 2024 ( in millions ):

Three Months Ended December 27, 2025

The following tables present information on the Company’s reportable segments for the three and nine months ended March 28, 2026 and March 29, 2025 ( in millions ):

Three Months Ended March 28, 2026

Network and Service Enablement Optical Security and Performance Products Total

10 unchanged sentences

Unallocated other expenses ( 60.7 )

Loss on convertible note extinguishment ( 38.7 )

Loss on debt extinguishment ( 3.7 )

Interest and other income, net 7.0

Interest expense ( 14.3 )

Loss before income taxes and equity investment earnings $ ( 38.7 )

Income before income taxes and equity investment earnings $ 13.8

(1) Other segment items represents allocation of corporate level operating expenses.

Three Months Ended December 28, 2024

Three Months Ended March 29, 2025

Network and Service Enablement Optical Security and Performance Products Total

17 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Six Months Ended December 27, 2025

Nine Months Ended March 28, 2026

Network and Service Enablement Optical Security and Performance Products Total

10 unchanged sentences

Unallocated other expenses ( 160.2 )

Loss on convertible note extinguishment ( 42.5 )

Loss on debt extinguishment ( 46.2 )

Interest and other income, net 12.2

2 unchanged sentences

(1) Other segment items represents allocation of corporate level operating expenses.

Six Months Ended December 28, 2024

Nine Months Ended March 29, 2025

Network and Service Enablement Optical Security and Performance Products Total

2 unchanged sentences

Service revenue

129.1 — 129.1

Net revenue $ 567.5 $ 226.3 $ 793.8

13 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents information on the assets of the Company’s reportable segments at December 27, 2025 and June 28, 2025 ( in millions ):

December 27, 2025 June 28, 2025

Network and Service Enablement $ 98.2 $ 74.4

Optical Security and Performance Products 42.8 43.5

The following table presents information on the assets of the Company’s reportable segments at March 28, 2026 and June 28, 2025 ( in millions ):

March 28, 2026 June 28, 2025

NSE $ 107.9 $ 74.4

OSP 40.0 43.5

Total inventories, net 147.9 117.9

Prepayments and other current assets - NSE (1)

Assets not attributed to segments 2,364.5 1,870.1

Total assets $ 2,527.8 $ 1,993.8

(1) The amount presented represents the prepayments and other current assets attributed to NSE that are reviewed by the CODM.

Other NSE related prepayments and current assets are not included as they are not part of the CODM’s measure of segment assets.

VIAVI SOLUTIONS INC.

4 unchanged sentences

For example, certain customers may request shipment of the Company’s product to a contract manufacturer in one country, which may differ from the location of their end customers.

The following table presents net revenue by the three geographic regions in which the Company operates and net revenue from countries that exceeded 10% of the Company’s total net revenue for the three and six months ended December 27, 2025 and December 28, 2024 (in millions):

The following table presents net revenue by the three geographic regions in which the Company operates and net revenue from countries that exceeded 10% of the Company’s total net revenue for the three and nine months ended March 28, 2026 and March 29, 2025 (in millions):

Three Months Ended

December 27, 2025 December 28, 2024

March 28, 2026 March 29, 2025

Product Revenue Service Revenue Total Product Revenue Service Revenue Total

8 unchanged sentences

Total net revenue $ 357.0 $ 49.8 $ 406.8 $ 241.5 $ 43.3 $ 284.8

Six Months Ended

December 27, 2025 December 28, 2024

Nine Months Ended

March 28, 2026 March 29, 2025

Product Revenue Service Revenue Total Product Revenue Service Revenue Total

8 unchanged sentences

Total net revenue $ 931.7 $ 143.5 $ 1,075.2 $ 664.7 $ 129.1 $ 793.8

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Subsequent Events

On January 5, 2026, the Company prepaid $ 100.0 million of term loans under the Term Loan Credit Agreement.

The prepayment was accounted for as a partial extinguishment, with the carrying amount of the portion of debt prepaid, including the proportionate unamortized debt issuance costs, derecognized, and any difference between the reacquisition price and the carrying amount recognized as a loss on extinguishment of debt.

2026 Notes Retirement Notification

The 2026 Notes became convertible effective December 15, 2025.

On January 12, 2026, the Company delivered notification that upon conversion from note holders, the principal amount will be paid in cash with the remaining amount settled with its shares of common stock.

Restructuring Plan

On January 23, 2026, the Company approved a restructuring plan (the Plan) to improve operational efficiencies, better align the Company’s workforce with current business needs and strategic growth opportunities and includes integration of recently acquired businesses.

The Plan includes a global workforce reduction, facilities rationalization and asset write-offs.

The Company expects approximately 5 % of its global workforce to be affected.

The Company estimates it will incur total charges of approximately $ 32 million in connection with the Plan, including approximately $ 24 million in cash expenditures, primarily related to employee severance and related costs.

The Company expects to recognize the majority of these charges by the end of June 2026 with the Plan substantially completed by the end of calendar 2026.

The Company anticipates the Plan to result in approximately $ 30 million in annualized cost savings upon completion.

The amount and timing of the financial impact may differ from the initial estimates provided.

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-Q

Item 1. Financial Statements