15 unchanged sentences
• Our expectations related to future tax liabilities resulting from future tax legislation;
−Removed: • Our expectations related to macro-economic conditions, including the impact of inflation, fiscal tightening at central banks, changes in foreign exchange rates, the risk of increased tensions and trade actions, including global tariffs, ongoing geopolitical tensions including the conflict between Russia and Ukraine, and political instability and economic uncertainty in the Middle East, on our business, operations and financial results.
+Added: • Our expectations related to macro-economic conditions, including the impact of inflation, fiscal tightening at central banks, changes in foreign exchange rates, the risk of increased tensions and trade actions, including global tariffs, ongoing geopolitical tensions including the conflicts between Russia and Ukraine and in the Middle East, and political instability and economic uncertainty in the Middle East, on our business, operations and financial results.
Management cautions that forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause our actual results to differ materially from those projected in such forward-looking statements.
15 unchanged sentences
• Optical Security and Performance Products (OSP).
−Removed: During the second quarter of fiscal 2026, the NSE business grew year-over-year as a result of our acquisitions of Spirent Communications plc’s (Spirent) high-speed ethernet, network security and channel emulation testing business (collectively, the HSE and CE business) and Inertial Labs, Inc.
−Removed: (Inertial Labs) which contributed net revenues of $43.0 million and $21.1 million, respectively.
−Removed: Additionally, we continue to see demand of lab and production and field products driven by the data center ecosystem.
−Removed: OSP performance improved year-over-year driven by anti-counterfeiting and other products.
+Added: During the third quarter of fiscal 2026, the NSE business grew year-over-year as a result of our acquisition of Spirent Communications plc’s (Spirent) high-speed ethernet, network security and channel emulation testing business (collectively, the HSE and CE business).
+Added: Additionally, we continue to see strong demand for lab and production and field products, driven by the data center ecosystem, as well as demand for our aerospace and defense products.
+Added: OSP performance improved year-over-year driven by anti-counterfeiting and other products (other products include government, industrial and automotive end markets) and 3D Sensing.
Our financial results and long-term growth model will continue to be driven by revenue growth, non-GAAP operating income, non-GAAP operating margin, non-GAAP diluted earnings per share (EPS) and cash flow from operations.
1 unchanged sentence
Looking Ahead
−Removed: As we look forward to the third quarter of fiscal 2026, we expect NSE to be up driven mainly by growth in many of our end markets and the acquisition of Spirent’s HSE and CE business.
+Added: As we look forward to the fourth quarter of fiscal 2026, we expect revenue for VIAVI to be up sequentially driven by continued strength in many of our end markets across NSE and OSP.
Our long-term focus remains on executing against our strategic priorities to drive revenue and earnings growth, capture market share and continue to optimize our capital structure.
3 unchanged sentences
• Extend VIAVI technologies and platforms into lucrative adjacent markets and applications.
−Removed: administration has implemented and could implement further broad-based, updated global tariffs and the situation continues to be dynamic and evolving.
−Removed: As we operate in this challenging environment, we are focused on continuing to deliver our products and services to our customers.
−Removed: Given our global business, tariffs will result in additional cost for us and our suppliers.
+Added: In 2025, the U.S.
+Added: administration imposed additional, broad-based tariffs, under the International Emergency Economic Powers Act (IEEPA), which were then struck down by the U.S.
+Added: Supreme Court as unconstitutional.
+Added: In 2026, the administration then imposed temporary replacement tariffs.
+Added: These, and any other tariffs or other trade actions that may be implemented targeting China or other jurisdictions relevant to VIAVI may increase the cost of certain materials and/or products, thereby adversely affecting our profitability.
We continue to take actions to optimize our supply chain, control costs and implement pricing actions to mitigate the evolving impact from tariffs.
Financial Highlights
−Removed: Second quarter fiscal 2026 results included the following notable items:
+Added: Third quarter fiscal 2026 results included the following notable items:
• Net revenue of $406.8 million, up $122.0 million or 42.8% year-over-year.
−Removed: • GAAP operating margin of 3.1%, down 510 bps year-over-year.
+Added: • GAAP operating margin of 6.1%, up 310 bps year-over-year.
• Non-GAAP operating margin of 21.0%, up 430 bps year-over-year.
−Removed: • GAAP net loss of $48.1 million, down $57.2 million or 628.6% year-over-year.
+Added: • GAAP net income of $6.4 million, down $13.1 million or 67.2% year-over-year.
• Non-GAAP net income of $67.6 million, up $33.7 million or 99.4% year-over-year.
2 unchanged sentences
A reconciliation of GAAP financial measures to Non-GAAP financial measures is provided below (in millions, except EPS amounts) :
−Removed: Three Months Ended Six Months Ended
−Removed: December 27, 2025 December 28, 2024 December 27, 2025 December 28, 2024
+Added: Three Months Ended Nine Months Ended
+Added: March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025
Operating Income Operating Margin Operating Income Operating Margin Operating Income Operating Margin Operating Income Operating Margin
3 unchanged sentences
Acquisition and integration related charges 0.7 0.2 % 13.3 4.7 % 12.4 1.1 % 16.7 2.1 %
−Removed: Other charges (benefits) unrelated to core operating performance (1)
+Added: Other charges unrelated to core operating performance (1)
4.9 1.2 % 0.6 0.2 % 11.7 1.1 % 0.2 — %
1 unchanged sentence
Amortization of intangibles 20.4 5.0 % 7.3 2.5 % 47.6 4.4 % 16.0 2.0 %
−Removed: Restructuring and related (benefits) charges (0.1) — % 1.2 0.4 % (0.4) (0.1) % 1.2 0.2 %
+Added: Restructuring and related charges (benefits) 17.3 4.3 % (0.3) (0.1) % 16.9 1.6 % 0.9 0.1 %
Litigation settlement — — % — — % — — % (1.3) (0.1) %
1 unchanged sentence
Non-GAAP measures $ 85.5 21.0 % $ 47.7 16.7 % $ 204.0 19.0 % $ 112.0 14.1 %
−Removed: Three Months Ended Six Months Ended
−Removed: December 27, 2025 December 28, 2024 December 27, 2025 December 28, 2024
−Removed: Net (Loss) Income Diluted EPS Net Income Diluted EPS Net (Loss) Income Diluted EPS Net Income Diluted EPS
+Added: Three Months Ended Nine Months Ended
+Added: March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025
+Added: Net Income Diluted EPS Net Income Diluted EPS Net (Loss) Income Diluted EPS Net Income Diluted EPS
GAAP measures $ 6.4 $ 0.03 $ 19.5 $ 0.09 $ (63.1) $ (0.28) $ 26.8 $ 0.12
−Removed: Items reconciling GAAP Net (Loss) Income and EPS to Non-GAAP Net Income and EPS:
+Added: Items reconciling GAAP Net Income (Loss) and EPS to Non-GAAP Net Income and EPS:
Stock-based compensation 13.9 0.06 14.1 0.06 41.2 0.17 40.5 0.18
1 unchanged sentence
Acquisition and integration related charges 0.7 — 13.3 0.06 12.4 0.05 16.7 0.08
−Removed: Other charges (benefits) unrelated to core operating performance (1)
+Added: Other charges unrelated to core operating performance (1)
4.9 0.02 0.6 — 11.7 0.05 0.2 —
1 unchanged sentence
Amortization of intangibles 20.4 0.08 7.3 0.03 47.6 0.20 16.0 0.07
−Removed: Restructuring and related (benefits) charges (0.1) — 1.2 0.01 (0.4) — 1.2 0.01
+Added: Restructuring and related charges (benefits) 17.3 0.07 (0.3) — 16.9 0.07 0.9 —
Litigation settlement — — — — — — (1.3) (0.01)
1 unchanged sentence
2.4 0.01 1.3 0.01 46.6 0.20 3.5 0.02
−Removed: Provision for income taxes 0.2 — 1.0 — 10.4 0.05 1.7 0.01
+Added: (Benefit from) provision for income taxes (1.9) (0.01) (26.1) (0.12) 8.5 0.04 (24.4) (0.11)
Total related to Net Income and EPS 61.2 0.24 14.4 0.06 215.3 0.92 48.9 0.22
1 unchanged sentence
Shares used in per share calculation for Non-GAAP EPS 249.5 226.9 236.9 225.2
−Removed: (1) Included in the three and six months ended December 27, 2025 is $3.5 million of losses on disposal of long-lived assets, $2.1 million charge for restoration services for a VIAVI facility impacted by a fire and other charges unrelated to core operating performance.
−Removed: Included in the six months ended December 28, 2024 is a gain of $0.9 million on the sale of assets previously classified as held for sale and other charges unrelated to core operating performance of $0.5 million.
−Removed: (2) The Company incurred losses of $38.7 million and $42.5 million for the three and six months ended December 27, 2025, respectively, in connection with the extinguishment of certain 1.625% Senior Convertible Notes.
+Added: (1) Included in the three months ended March 28, 2026 are charges of $3.9 million related to the write off of property, plant and equipment, $0.3 million of accelerated depreciation and other charges unrelated to core operating performance.
+Added: In addition, included in the nine months ended March 28, 2026 are $3.5 million of losses on disposal of long-lived assets, $2.1 million charge for restoration services for a VIAVI facility impacted by a fire and other charges unrelated to core operating performance.
+Added: Included in the nine months ended March 29, 2025 is a gain of $0.9 million on the sale of assets previously classified as held for sale and other charges unrelated to core operating performance.
+Added: (2) The Company incurred losses of $3.7 million and $46.2 million for the three and nine months ended March 28, 2026, respectively, in connection with the extinguishment of certain 1.625% Senior Convertible Notes and prepayments of the Term Loan B.
Use of Non-GAAP (Adjusted) Financial Measures
−Removed: The Company provides non-GAAP operating income, non-GAAP operating margin, non-GAAP net income and non-GAAP EPS financial measures as supplemental information regarding the Company’s operational performance and believes providing this additional information allows investors to see Company results through the eyes of management, and better to evaluate more clearly and consistently the Company’s core operational performance and expenses and evaluate the efficacy of the methodology used by management to measure such performance.
+Added: The Company provides non-GAAP operating income, non-GAAP operating margin, non-GAAP net income and non-GAAP EPS financial measures as supplemental information regarding the Company’s operational performance and believes providing this additional information allows investors to see Company results through the eyes of management, to evaluate more clearly and consistently the Company’s core operational performance and expenses and evaluate the efficacy of the methodology used by management to measure such performance.
The Company uses the measures disclosed in this Report to evaluate the Company’s historical and prospective financial performance, as well as its performance relative to its competitors.
17 unchanged sentences
The following table summarizes selected Consolidated Statements of Operations items ( in millions ):
−Removed: Three Months Ended Six Months Ended
−Removed: December 27, 2025 December 28, 2024 Change Percent Change December 27, 2025 December 28, 2024 Change Percent Change
+Added: Three Months Ended Nine Months Ended
+Added: March 28, 2026 March 29, 2025 Change Percent Change March 28, 2026 March 29, 2025 Change Percent Change
Segment net revenue:
12 unchanged sentences
Percentage of net revenue 1.8 % 0.4 % 1.4 % 0.4 %
−Removed: Restructuring and related (benefits) charges $ (0.1) $ 1.2 $ (1.3) (108.3) % $ (0.4) $ 1.2 $ (1.6) (133.3) %
+Added: Restructuring and related charges (benefits) $ 17.3 $ (0.3) $ 17.6 (5,866.7) % $ 16.9 $ 0.9 $ 16.0 1,777.8 %
Percentage of net revenue 4.3 % 0.1 % 1.6 % 0.1 %
−Removed: Loss on convertible note extinguishment $ (38.7) $ — $ (38.7) NM $ (42.5) $ — $ (42.5) NM
+Added: Loss on debt extinguishment $ (3.7) $ — $ (3.7) NM $ (46.2) $ — $ (46.2) NM
Percentage of net revenue 0.9 % — % 4.3 % — %
3 unchanged sentences
Percentage of net revenue 3.5 % 2.6 % 3.4 % 2.8 %
−Removed: Provision for income taxes $ 9.7 $ 9.5 $ 0.2 2.1 % $ 28.7 $ 18.5 $ 10.2 55.1 %
+Added: Provision for (benefit from) income taxes $ 7.4 $ (16.3) $ 23.7 (145.4) % $ 36.1 $ 2.2 $ 33.9 1,540.9 %
Percentage of net revenue 1.8 % 5.7 % 3.4 % 0.3 %
−Removed: Equity investment earnings $ 0.3 $ — $ 0.3 NM $ 0.2 $ — $ 0.2 NM
+Added: Equity investment earnings $ — $ — $ — — % $ 0.2 $ — $ 0.2 NM
Percentage of net revenue — % — % — % — %
4 unchanged sentences
Consequently, the following discussion of business segment performance focuses on total net revenue, gross profit and segment operating income consistent with our approach for managing the business.
−Removed: Three and Six Months Ended December 27, 2025 and December 28, 2024
−Removed: Net revenue increased by $98.5 million, or 36.4%, during the three months ended December 27, 2025 compared to the same period a year ago.
−Removed: Our acquisitions of Spirent’s HSE and CE business and Inertial Labs contributed $43.0 million and $21.1 million, respectively, during the three months ended December 27, 2025.
+Added: Three and Nine Months Ended March 28, 2026 and March 29, 2025
+Added: Net revenue increased by $122.0 million, or 42.8%, during the three months ended March 28, 2026 compared to the same period a year ago.
+Added: Our acquisition of Spirent’s HSE and CE business contributed $54.3 million during the three months ended March 28, 2026.
+Added: Inertial Labs contributed $22.6 million during the three months ended March 28, 2026 compared to $7.7 million in the same period a year ago.
Additionally, we continue to see demand of lab and production and field products driven by the data center ecosystem.
−Removed: OSP performance improved year-over-year driven by anti-counterfeiting and other products.
−Removed: Net revenue increased by $159.4 million, or 31.3%, during the six months ended December 27, 2025 compared to the same period a year ago.
−Removed: Our acquisitions of Spirent’s HSE and CE business and Inertial Labs contributed $43.0 million and $39.8 million, respectively, during the six months ended December 27, 2025.
+Added: OSP performance improved year-over-year driven by anti-counterfeiting and other products and 3D Sensing.
+Added: Net revenue increased by $281.4 million, or 35.4%, during the nine months ended March 28, 2026 compared to the same period a year ago.
+Added: Our acquisition of Spirent’s HSE and CE business contributed $97.3 million during the nine months ended March 28, 2026.
+Added: Inertial Labs contributed $62.4 million during the nine months ended March 28, 2026 compared to $7.7 million in the same period a year ago.
Additionally, we continue to see demand of lab and production and field products driven by the data center ecosystem.
−Removed: OSP performance improved year-over-year driven by anti-counterfeiting and other products.
−Removed: Product revenues increased by $91.6 million, or 40.6%, during the three months ended December 27, 2025 compared to the same period a year ago, driven by volume increases in NSE and OSP.
−Removed: Product revenues from Spirent’s HSE and CE business and Inertial Labs contributed $32.9 million and $21.1 million, respectively, during the three months ended December 27, 2025.
−Removed: Product revenues increased by $151.5 million, or 35.8%, during the six months ended December 27, 2025 compared to the same period a year ago, driven by volume increases in NSE and OSP.
−Removed: Product revenues from Inertial Labs and Spirent’s HSE and CE business contributed $39.8 million and $32.9 million, respectively, during the six months ended December 27, 2025.
−Removed: Service revenues increased by $6.9 million, or 15.3%, during the three months ended December 27, 2025 compared to the same period a year ago, driven by a volume increase in NSE.
−Removed: Service revenues from Spirent’s HSE and CE business contributed $10.1 million during the three months ended December 27, 2025.
−Removed: Service revenues increased by $7.9 million, or 9.2%, during the six months ended December 27, 2025 compared to the same period a year ago, driven by a volume increase in NSE.
−Removed: Service revenues from Spirent’s HSE and CE business contributed $10.1 million during the six months ended December 27, 2025.
+Added: OSP performance improved year-over-year driven by anti-counterfeiting and other products and 3D Sensing.
+Added: Product revenues increased by $115.5 million, or 47.8%, during the three months ended March 28, 2026 compared to the same period a year ago, driven by volume increases in NSE and OSP.
+Added: Product revenues from Spirent’s HSE and CE business contributed $41.6 million during the three months ended March 28, 2026.
+Added: Product revenues from Inertial Labs contributed $22.6 million during the three months ended March 28, 2026 compared to $7.7 million in the same period a year ago.
+Added: Product revenues increased by $267.0 million, or 40.2%, during the nine months ended March 28, 2026 compared to the same period a year ago, driven by volume increases in NSE and OSP.
+Added: Product revenues from Spirent’s HSE and CE business contributed $74.5 million during the nine months ended March 28, 2026.
+Added: Product revenues from Inertial Labs contributed $62.4 million during the nine months ended March 28, 2026 compared to $7.7 million in the same period a year ago.
+Added: Service revenues increased by $6.5 million, or 15.0%, during the three months ended March 28, 2026 compared to the same period a year ago, driven by the acquisition of Spirent’s HSE and CE business which contributed $12.7 million offset by a decline primarily in Wireless during the three months ended March 28, 2026.
+Added: Service revenues increased by $14.4 million, or 11.2%, during the nine months ended March 28, 2026 compared to the same period a year ago, driven by the acquisition of Spirent’s HSE and CE business which contributed $22.8 million offset by a decline primarily in Wireless during the nine months ended March 28, 2026.
Going forward, we expect to continue to encounter a number of industry and market risks and uncertainties.
1 unchanged sentence
This may limit our visibility, and consequently, our ability to predict future revenue, seasonality, profitability and general financial performance, which could create period-over-period variability in our financial measures and present foreign exchange rate risks.
−Removed: The recent global tariffs implemented could increase our costs and impact our business.
+Added: Global tariffs could increase our costs and impact our business.
We cannot predict when or to what extent these uncertainties will be resolved.
12 unchanged sentences
The following table presents net revenue by the three geographic regions we operate in and net revenue from countries that exceeded 10% of our total net revenue ( in millions ):
−Removed: Three Months Ended Six Months Ended
−Removed: December 27, 2025 December 28, 2024 December 27, 2025 December 28, 2024
+Added: Three Months Ended Nine Months Ended
+Added: March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025
United States $ 154.0 37.8 % $ 89.9 31.6 % $ 405.3 37.7 % $ 261.4 32.9 %
7 unchanged sentences
Total net revenue $ 406.8 100.0 % $ 284.8 100.0 % $ 1,075.2 100.0 % $ 793.8 100.0 %
−Removed: Net revenue from customers outside the Americas represented 53.7% and 55.2% of net revenue, respectively, during the three and six months ended December 27, 2025.
−Removed: Net revenue from customers outside the Americas represented 57.1% and 59.8% of net revenue, respectively, during the three and six months ended December 28, 2024.
+Added: Net revenue from customers outside the Americas represented 55.1% of net revenue during the three and nine months ended March 28, 2026.
+Added: Net revenue from customers outside the Americas represented 62.0% and 60.6% of net revenue, respectively, during the three and nine months ended March 29, 2025.
We expect revenue from customers outside of the United States to continue to be an important part of our overall net revenue and an increasing focus for net revenue growth opportunities.
Amortization of Acquired Technologies (Cost of revenues)
−Removed: Amortization of acquired technologies within Cost of revenues increased $9.2 million or 278.8% and $12.8 million or 193.9% during the three and six months ended December 27, 2025 compared to the same period a year ago.
+Added: Amortization of acquired technologies within Cost of revenues increased $6.9 million or 113.1% and $19.7 million or 155.1% during the three and nine months ended March 28, 2026 compared to the same period a year ago.
This increase is primarily due to the amortization of intangibles acquired through Spirent’s HSE and CE business and Inertial Labs.
−Removed: Gross margin decreased by 2.4 percentage points during the three months ended December 27, 2025 from 59.4% in the same period a year ago to 57.0% in the current period.
−Removed: The decrease was primarily driven by the increase in amortization of intangibles and amortization of acquisition related inventory step-up.
−Removed: Gross margin decreased by 1.5 percentage points during the six months ended December 27, 2025 from 58.3% in the same period a year ago to 56.8% in the current period.
+Added: Gross margin increased by 1.1 percentage points during the three months ended March 28, 2026 from 56.4% in the same period a year ago to 57.5% in the current period.
+Added: The increase was primarily driven by the higher volume and favorable product mix in NSE partially offset by unfavorable product mix in OSP and an increase in amortization of intangibles.
+Added: Gross margin decreased by 0.5 percentage points during the nine months ended March 28, 2026 from 57.6% in the same period a year ago to 57.1% in the current period.
The decrease was primarily driven by the increase in amortization of intangibles and amortization of acquisition related inventory step-up, partially offset by higher volume and favorable product mix.
2 unchanged sentences
Research and Development
−Removed: Research and Development (R&D) expense increased by $13.8 million, or 26.5% during the three months ended December 27, 2025 compared to the same period a year ago.
+Added: Research and Development (R&D) expense increased by $21.0 million, or 42.0%, during the three months ended March 28, 2026 compared to the same period a year ago.
This increase was primarily due to incremental cost from the acquisitions of Spirent’s HSE and CE business and Inertial Labs.
−Removed: As a percentage of net revenue, R&D expense decreased by 1.4 percentage points during the three months ended December 27, 2025 compared to the same period a year ago.
−Removed: R&D expense increased by $20.4 million, or 20.1% during the six months ended December 27, 2025 compared to the same period a year ago.
+Added: As a percentage of net revenue, R&D expense decreased by 0.1 percentage points during the three months ended March 28, 2026 compared to the same period a year ago.
+Added: R&D expense increased by $41.4 million, or 27.3%, during the nine months ended March 28, 2026 compared to the same period a year ago.
This increase was primarily due to incremental cost from the acquisitions of Spirent’s HSE and CE business and Inertial Labs.
−Removed: As a percentage of net revenue, R&D expense decreased by 1.7 percentage points during the six months ended December 27, 2025 compared to the same period a year ago.
+Added: As a percentage of net revenue, R&D expense decreased by 1.2 percentage points during the nine months ended March 28, 2026 compared to the same period a year ago.
We believe that continuing our investments in R&D is critical to attaining our strategic objectives.
1 unchanged sentence
Selling, General and Administrative
−Removed: Selling, General and Administrative (SG&A) expense increased by $42.8 million, or 50.8%, during the three months ended December 27, 2025 compared to the same period a year ago.
−Removed: This increase was primarily due to the change in fair value of acquisition related contingent consideration, incremental cost from the acquisitions of Spirent’s HSE and CE business and Inertial Labs and higher acquisition and integration related charges.
−Removed: As a percentage of net revenue, SG&A expense increased 3.3 percentage points during the three months ended December 27, 2025 compared to the same period a year ago.
−Removed: SG&A expense increased by $72.9 million, or 46.0%, during the six months ended December 27, 2025 compared to the same period a year ago.
−Removed: This increase was primarily due to the change in fair value of acquisition related contingent consideration, incremental cost from the acquisitions of Spirent’s HSE and CE business and Inertial Labs and higher acquisition and integration related charges.
−Removed: As a percentage of net revenue, SG&A expense increased 3.5 percentage points during the six months ended December 27, 2025 compared to the same period a year ago.
+Added: Selling, General and Administrative (SG&A) expense increased by $12.3 million, or 12.1%, during the three months ended March 28, 2026 compared to the same period a year ago.
+Added: This increase was primarily due to the incremental cost from the acquisitions of Spirent’s HSE and CE business and Inertial Labs partially offset by lower acquisition and integration related charges.
+Added: As a percentage of net revenue, SG&A expense decreased 7.7 percentage points during the three months ended March 28, 2026 compared to the same period a year ago.
+Added: SG&A expense increased by $85.2 million, or 32.8%, during the nine months ended March 28, 2026 compared to the same period a year ago.
+Added: This increase was primarily due the incremental cost from the acquisitions of Spirent’s HSE and CE business and Inertial Labs and the change in fair value of acquisition related contingent consideration.
+Added: As a percentage of net revenue, SG&A expense decreased 0.6 percentage points during the nine months ended March 28, 2026 compared to the same period a year ago.
Amortization of Intangibles (Operating expenses)
−Removed: Amortization of intangibles within Operating expenses increased $5.3 million or 530.0% and $5.7 million or 271.4% during the three and six months ended December 27, 2025 compared to the same period a year ago.
+Added: Amortization of intangibles within Operating expenses increased $6.2 million or 516.7% and $11.9 million or 360.6% during the three and nine months ended March 28, 2026 compared to the same period a year ago.
This increase is primarily due to the amortization of intangibles acquired through Spirent’s HSE and CE business and Inertial Labs, partially offset by certain intangibles becoming fully amortized.
1 unchanged sentence
The Company’s restructuring events are primarily intended to reduce costs, consolidate operations, integrate various acquisitions, streamline product manufacturing and address market conditions.
+Added: During the third quarter of fiscal 2026, management approved a restructuring and workforce reduction plan (the Fiscal 2026 Plan) across our NSE and OSP segments and Corporate 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.
+Added: The Fiscal 2026 Plan includes a global workforce reduction, facilities rationalization and asset write-offs.
+Added: The Company expects approximately 5% of its global workforce to be affected.
+Added: We estimate annualized gross cost savings of approximately $30.0 million upon completion of the Fiscal 2026 plan, excluding any one-time charges as a result of the restructuring activities.
+Added: The Company anticipates the Fiscal 2026 Plan to be substantially complete by the end of calendar year 2026.
During the fourth quarter of fiscal 2024, management approved a restructuring and workforce reduction plan (the Fiscal 2024 Plan) across various functions intended to improve operational efficiencies and better align the Company’s workforce with current business needs.
1 unchanged sentence
We estimate annualized gross cost savings of approximately $25.0 million excluding any one-time charges as a result of the restructuring activities initiated under the Fiscal 2024 Plan.
−Removed: The Company anticipates the Fiscal 2024 Plan to be substantially complete by the end of the third quarter of fiscal 2026.
+Added: The Company anticipates the Fiscal 2024 Plan will be complete by the end of fiscal 2026.
The restructuring and workforce reduction plan initiated in the second quarter of fiscal 2023 (the Fiscal 2023 Plan) across various functions to better align the Company’s workforce with current business needs and strategic growth opportunities was completed in the first quarter of fiscal 2025.
The Fiscal 2023 Plan affected approximately 5% of the Company's workforce and resulted in an estimated annualized gross cost savings of approximately $25.0 million excluding any one-time charges.
−Removed: As of December 27, 2025, our total restructuring accrual was $2.1 million.
−Removed: During the three and six months ended December 27, 2025, the Company recorded restructuring benefits of $0.1 million and $0.4 million, respectively, related to the Fiscal 2024 Plan.
−Removed: During the three and six months ended December 28, 2024, the Company recorded restructuring charges of $1.2 million and $1.4 million, respectively, related to the Fiscal 2024 Plan.
−Removed: During the six months ended December 27, 2024, the Company recorded restructuring benefits of $0.2 million related to the Fiscal 2023 Plan.
−Removed: We estimate future cash payments of $2.1 million under the Fiscal 2024 Plan, funded by operating cash flow.
+Added: As of March 28, 2026, our total restructuring accrual was $16.5 million.
+Added: During the three and nine months ended March 28, 2026, the Company recorded restructuring charges of $17.4 million of employee severance, benefits and outplacement costs related to the Fiscal 2026 Plan.
+Added: During the three and nine months ended March 28, 2026, the Company recorded restructuring benefits of $0.1 million and $0.5 million, respectively, related to the Fiscal 2024 Plan.
+Added: During the three and nine months ended March 29, 2025, the Company recorded restructuring benefits of $0.3 million and charges of $1.1 million, respectively, related to the Fiscal 2024 Plan.
+Added: During the nine months ended March 29, 2025, the Company recorded a restructuring benefit of $0.2 million related to the Fiscal 2023 Plan.
+Added: We estimate future cash payments of $16.3 million and $0.2 million under the Fiscal 2026 Plan and Fiscal 2024 Plan, respectively, funded by operating cash flow.
Refer to “Note 13.
Restructuring and Related Charges” for more information.
−Removed: Loss on Convertible Note Extinguishment
−Removed: During the three months ended December 27, 2025, the Company entered into separate privately-negotiated agreements with certain holders of its 1.625% Senior Convertible Notes due 2026 (2026 Notes).
−Removed: The Company issued 7.9 million shares of its common stock in exchange for $103.5 million principal amount of the 2026 Notes.
−Removed: This exchange transaction was accounted for as a debt extinguishment which resulted in the write-off of unamortized debt discount and issuance costs of $0.5 million on the extinguished notes.
−Removed: The total loss from the exchange was $38.7 million recorded as Loss on convertible note extinguishment in the Consolidated Statements of Operations.
−Removed: During the six months ended December 27, 2025, the Company entered into separate privately-negotiated agreements with certain holders of its 2026 Notes.
−Removed: The Company issued 7.9 million shares of its common stock for $103.5 million principal amount of the 2026 Notes.
−Removed: The Company also issued $100.9 million aggregate principal amount of 0.625% Senior Convertible Notes due 2031 (2031 Notes) to certain holders of the 2026 Notes in exchange for $97.5 million principal amount of the 2026 Notes.
−Removed: These exchange transactions were accounted for as extinguishments which resulted in the write-off of unamortized debt discount and issuance costs of $1.6 million on the extinguished notes.
+Added: Loss on Debt Extinguishment
+Added: During the three months ended March 28, 2026, the Company made prepayments of $150.0 million under the Term Loan Credit Agreement.
+Added: 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.
+Added: The difference between the reacquisition price and the carrying amount of $3.7 million was recorded as Loss on debt extinguishment in the Consolidated Statements of Operations.
+Added: During the nine months ended March 28, 2026, Company made prepayments of $150.0 million under the Term Loan Credit Agreement.
+Added: 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.
+Added: The Company also entered into separate privately-negotiated agreements with certain holders of its 1.625% Senior Convertible Notes due 2026 (2026 Notes).
+Added: The Company issued 7.9 million shares of its common stock for $103.5 million principal amount of the 2026 Notes in December 2025.
+Added: The Company issued $100.9 million aggregate principal amount of its 0.625% Senior Convertible Notes due 2031 (2031 Notes) to certain holders of the 2026 Notes in exchange for $97.5 million principal amount of the 2026 Notes in August 2025.
+Added: These 2026 Notes exchange transactions were accounted for as extinguishments which resulted in the write-off of unamortized debt discount and issuance costs of $1.6 million on the extinguished notes.
Accrued interest of $0.7 million on the 2026 Notes was included in the exchange for the 2031 Notes.
−Removed: The total loss from the exchanges was $42.5 million recorded as Loss on convertible note extinguishment in the Consolidated Statements of Operations.
+Added: The total loss from these extinguishments was $46.2 million recorded as Loss on debt extinguishment in the Consolidated Statements of Operations.
Refer to “Note 11.
1 unchanged sentence
Interest and other income, net
−Removed: Interest and other income, net, remained flat at $3.9 million during the three months ended December 27, 2025 and December 28, 2024, with increase in interest income during the current period due to higher cash balance largely offset by an unfavorable foreign exchange impact as the balance sheet hedging program provided a less favorable offset to the remeasurement of underlying foreign exchange exposures during the current period.
−Removed: Interest and other income, net, was $5.2 million during the six months ended December 27, 2025 compared to $7.1 million during the same period a year ago.
−Removed: This $1.9 million decrease was primarily driven by an unfavorable foreign exchange impact as the balance sheet hedging program provided a less favorable offset to the remeasurement of underlying foreign exchange exposures during the current period.
+Added: Interest and other income, net, was $7.0 million during the three months ended March 28, 2026 compared to $2.2 million during the same period a year ago.
+Added: This $4.8 million change was primarily driven by an increase in other income related to an adjustment to a financing obligation, an increase in interest income due to higher cash balance and favorable foreign exchange impact as the balance sheet hedging program provided more favorable offset to the remeasurement of underlying foreign exchange exposures during the current period.
+Added: Interest and other income, net, was $12.2 million during the nine months ended March 28, 2026 compared to $9.3 million during the same period a year ago.
+Added: This $2.9 million change was primarily driven by an increase in other income related to an adjustment to a financing obligation, an increase in interest income due to higher cash balance offset by an unfavorable foreign exchange impact as the balance sheet hedging program provided a less favorable offset to the remeasurement of underlying foreign exchange exposures during the current period.
Interest Expense
−Removed: Interest expense increased by $7.8 million, or 104.0% during the three months ended December 27, 2025 compared to the same period a year ago.
−Removed: This increase was primarily a result of entering into the Term Loan B with high interest rate and additional amortization of debt issuance costs in the current period partially offset by a decrease in the accretion of debt discount on the 2026 Notes as a result of the debt extinguishments.
−Removed: Interest expense increased by $7.7 million, or 51.3% during the six months ended December 27, 2025 compared to the same period a year ago.
−Removed: This increase was primarily a result of entering into the Term Loan B with high interest rate and additional amortization of debt issuance costs in the current period partially offset by a decrease in the accretion of debt discount on the 2026 Notes as a result of the debt extinguishments.
+Added: Interest expense increased by $6.8 million, or 90.7%, during the three months ended March 28, 2026 compared to the same period a year ago.
+Added: This increase was primarily a result of higher outstanding debt with higher average interest rates as a result of the issuance of Term Loan B and additional amortization of debt issuance costs in the current period partially offset by a decrease in the accretion of debt discount on the 2026 Notes as a result of the debt extinguishments as well as settlement at maturity during the current period.
+Added: Interest expense increased by $14.5 million, or 64.4%, during the nine months ended March 28, 2026 compared to the same period a year ago.
+Added: This increase was primarily a result of higher outstanding debt with higher average interest rates as a result of the issuance of Term Loan B and additional amortization of debt issuance costs in the current period partially offset by a decrease in the accretion of debt discount on the 2026 Notes as a result of the debt extinguishments as well as settlement at maturity during the current period.
Provision for Income Taxes
−Removed: We recorded an income tax provision of $9.7 million and $28.7 million for the three and six months ended December 27, 2025, respectively.
−Removed: We recorded an income tax provision of $9.5 million and $18.5 million for the three and six months ended December 28, 2024, respectively.
−Removed: 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 our forecasted pre-tax income or loss.
−Removed: The income tax provision for the six months ended December 27, 2025, also includes a $9.7 million provision related to a revaluation of our deferred tax assets due to a change in the German corporate income tax rate.
−Removed: The income tax provision recorded differs from the expected tax provision that would be calculated by applying the federal statutory rate to our income from continuing operations before taxes primarily due to changes in the valuation allowance for deferred tax assets attributable to our domestic and foreign income from continuing operations.
−Removed: As of December 27, 2025 and June 28, 2025, our 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.
−Removed: We had $3.6 million accrued for the payment of interest and penalties as of December 27, 2025.
+Added: We recorded an income tax provision of $7.4 million and $36.1 million for the three and nine months ended March 28, 2026, respectively.
+Added: We 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.
+Added: 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 our forecasted pre-tax income and the revaluation of German deferred tax assets.
+Added: 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 our acquisition of Inertial labs and income tax in certain foreign and state jurisdictions based on our forecasted pre-tax income or loss.
+Added: The income tax provision recorded differs from the expected tax provision that would be calculated by applying the federal statutory rate to our income from continuing operations before taxes primarily due to changes in the valuation allowance for deferred tax assets attributable to our domestic and foreign income from continuing operations and revaluation of the German deferred tax assets.
+Added: As of March 28, 2026 and June 28, 2025, our 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.
+Added: We 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 are 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.
2 unchanged sentences
Information related to our operating segments was as follows (in millions) :
−Removed: Three Months Ended Six Months Ended
−Removed: December 27, 2025 December 28, 2024 Change Percentage Change December 27, 2025 December 28, 2024 Change Percentage Change
+Added: Three Months Ended Nine Months Ended
+Added: March 28, 2026 March 29, 2025 Change Percentage Change March 28, 2026 March 29, 2025 Change Percentage Change
Network and Service Enablement
11 unchanged sentences
Network and Service Enablement
−Removed: NSE net revenue increased by $91.6 million, or 45.8%, during the three months ended December 27, 2025 compared to the same period a year ago, primarily driven by higher volume in Lab and Production ($41.3 million contributed by our acquisition of Spirent’s HSE business), Fiber and Access Solutions and Aerospace and Defense ($21.1 million contributed by our acquisition of Inertial Labs), partially offset by lower volume in Wireless.
−Removed: NSE net revenue increased by $148.2 million, or 41.2%, during the six months ended December 27, 2025 compared to the same period a year ago, primarily driven by higher volume in Lab and Production ($41.3 million contributed by our acquisition of Spirent’s HSE business), Aerospace and Defense ($39.8 million contributed by our acquisition of Inertial Labs) and Fiber and Access Solutions, partially offset by lower volume in Wireless.
−Removed: NSE gross margin remained relatively flat with a decrease of 0.1 percentage points during the three months ended December 27, 2025 to 64.7% from 64.8% in the same period a year ago.
−Removed: NSE gross margin increased by 0.9 percentage points during the six months ended December 27, 2025 to 64.0% from 63.1% in the same period a year ago primarily due to higher volume and favorable product mix.
−Removed: NSE operating margin increased by 6.9 percentage points during the three months ended December 27, 2025 to 15.6% from 8.7% in the same period a year ago primarily due to higher volume resulting in operating leverage.
−Removed: NSE operating margin increased by 9.4 percentage points during the six months ended December 27, 2025 to 12.2% from 2.8% in the same period a year ago primarily due to higher volume resulting in operating leverage.
+Added: NSE net revenue increased by $113.3 million, or 54.4%, during the three months ended March 28, 2026 compared to the same period a year ago, primarily driven by higher volume in Lab and Production ($52.5 million contributed by our acquisition of Spirent’s HSE business), Aerospace and Defense ($22.6 million contributed by Inertial Labs during the three months ended March 28, 2026 compared to $7.7 million in the same period a year ago) and Fiber and Access Solutions, partially offset by lower volume in Wireless.
+Added: NSE net revenue increased by $261.5 million, or 46.1%, during the nine months ended March 28, 2026 compared to the same period a year ago, primarily driven by higher volume in Lab and Production ($93.8 million contributed by our acquisition of Spirent’s HSE business), Aerospace and Defense ($62.4 million contributed by Inertial Labs during the nine months ended March 28, 2026 compared to $7.7 million in the same period a year ago) and Fiber and Access Solutions, partially offset by lower volume in Wireless.
+Added: NSE gross margin increased by 2.2 percentage points during the three months ended March 28, 2026 to 65.3% from 63.1% in the same period a year ago primarily due to higher volume and favorable product mix.
+Added: NSE gross margin increased by 1.4 percentage points during the nine months ended March 28, 2026 to 64.5% from 63.1% in the same period a year ago primarily due to higher volume and favorable product mix.
+Added: NSE operating margin increased by 6.8 percentage points during the three months ended March 28, 2026 to 17.2% from 10.4% in the same period a year ago primarily due to higher volume resulting in operating leverage.
+Added: NSE operating margin increased by 8.5 percentage points during the nine months ended March 28, 2026 to 14.1% from 5.6% in the same period a year ago primarily due to higher volume resulting in operating leverage.
Optical Security and Performance Products
−Removed: OSP net revenue increased by $6.9 million, or 9.7%, during the three months ended December 27, 2025 compared to the same period a year ago.
−Removed: This increase was primarily driven by Anti-Counterfeiting and Other revenues.
−Removed: OSP net revenue increased by $11.2 million, or 7.5%, during the six months ended December 27, 2025 compared to the same period a year ago.
−Removed: This increase was primarily driven by Anti-Counterfeiting and Other revenues.
−Removed: OSP gross margin remained relatively flat with an increase of 0.2 percentage points during the three months ended December 27, 2025 to 50.8% from 50.6% in the same period a year ago.
−Removed: OSP gross margin decreased by 1.5 percentage points during the six months ended December 27, 2025 to 51.6% from 53.1% in the same period a year ago primarily due to unfavorable product mix.
−Removed: OSP operating margin increased by 1.0 percentage points during the three months ended December 27, 2025 to 33.4% from 32.4% in the same period a year ago primarily due to higher volume.
−Removed: OSP operating margin decreased by 0.9 percentage points during the six months ended December 27, 2025 to 35.3% from 36.2% in the same period a year ago primarily due to the aforementioned decrease in gross margin.
+Added: OSP net revenue increased by $8.7 million, or 11.4%, during the three months ended March 28, 2026 compared to the same period a year ago, primarily driven by Anti-Counterfeiting and Other revenues.
+Added: OSP net revenue increased by $19.9 million, or 8.8%, during the nine months ended March 28, 2026 compared to the same period a year ago, primarily driven by Anti-Counterfeiting and Other revenues.
+Added: OSP gross margin decreased by 1.3 percentage points during the three months ended March 28, 2026 to 50.3% from 51.6% in the same period a year ago primarily due to unfavorable product mix.
+Added: OSP gross margin decreased by 1.5 percentage points during the nine months ended March 28, 2026 to 51.1% from 52.6% in the same period a year ago primarily due to unfavorable product mix.
+Added: OSP operating margin increased by 1.4 percentage points during the three months ended March 28, 2026 to 35.3% from 33.9% in the same period a year ago primarily due to higher volume.
+Added: OSP operating margin decreased by 0.1 percentage points during the nine months ended March 28, 2026 to 35.3% from 35.4% in the same period a year ago primarily due to the aforementioned decrease in gross margin.
Liquidity and Capital Resources
11 unchanged sentences
• Possible investments or acquisitions of complementary businesses, products or technologies;
−Removed: • Principal payment obligations of our 1.625% Senior Convertible Notes due 2026, our 3.75% Senior Notes due 2029 and 0.625% Senior Convertible Notes due 2031 (together the “Notes”), Term Loan B maturing in 2032 and covenants that restrict our debt level and credit facility capacity;
+Added: • Principal payment obligations of our 3.75% Senior Notes due 2029 and 0.625% Senior Convertible Notes due 2031 (together the “Notes”), Term Loan B maturing in 2032 and covenants that restrict our debt level and credit facility capacity;
• Issuance or repurchase of debt which may include open market purchases of the Notes prior to their maturity and prepayment of Term Loan B;
11 unchanged sentences
Unrealized gains and losses on available-for-sale investments are recorded as Other comprehensive income (loss) and reported as a separate component of stockholders’ equity.
−Removed: As of December 27, 2025, U.S.
+Added: As of March 28, 2026, U.S.
subsidiaries owned approximately 34.1% of our cash and cash equivalents, short-term investments and restricted cash.
−Removed: As of December 27, 2025, the majority of our cash investments have maturities of 90 days or less and are of high credit quality.
+Added: As of March 28, 2026, the majority of our cash investments have maturities of 90 days or less and are of high credit quality.
Nonetheless we could realize investment losses under adverse market conditions.
−Removed: During the three months ended December 27, 2025, we have not realized material investment losses but we can provide no assurance that the value or liquidity of our investments will not be impacted by adverse conditions in the financial markets.
+Added: During the three months ended March 28, 2026, we have not realized material investment losses but we can provide no assurance that the value or liquidity of our investments will not be impacted by adverse conditions in the financial markets.
In addition, we maintain cash balances in operating accounts with third-party financial institutions.
7 unchanged sentences
The Credit Agreement also provides that, under certain circumstances, we may increase the aggregate amount of revolving commitments thereunder by an aggregate amount of up to $100.0 million so long as certain conditions are met.
−Removed: 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.
+Added: 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.
Refer to “Note 11.
4 unchanged sentences
On December 22, 2025, the Company settled $103.5 million principal amount of the 2026 Notes in exchange for 7.9 million shares of its common stock.
−Removed: The 2026 Notes became convertible effective December 15, 2025.
−Removed: 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.
+Added: On March 15, 2026, the outstanding $49.0 million principal amount of the 2026 Notes matured.
+Added: 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.
+Added: 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.
+Added: As a result, the $244.5 million carrying value of the 2031 Notes has been reclassified to short-term debt.
Refer to “Note 11.
1 unchanged sentence
On October 16, 2025, the Company entered into a Term Loan Credit Agreement with Wells Fargo, as administrative agent, and certain lender-related parties.
−Removed: The Term Loan Credit Agreement provides for senior secured term loan of $600 million maturing on October 16, 2032.
+Added: The Term Loan Credit Agreement provided for a senior secured term loan of $600.0 million maturing on October 16, 2032.
The proceeds from the term loans under the Term Loan Credit Agreement were used to finance a portion of the acquisition of Spirent’s HSE and CE business, acquisition related expenses and will be used for general corporate purposes.
−Removed: On January 5, 2026, the Company prepaid $100.0 million of the term loans under the Term Loan Credit Agreement.
+Added: On January 5, 2026, and March 4, 2026, the Company made prepayments of $100.0 million and $50.0 million, respectively, under the Term Loan Credit Agreement.
+Added: 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.
+Added: The total loss from the prepayments was $3.7 million recorded as Loss on debt extinguishment in the Consolidated Statements of Operations.
+Added: Refer to “Note 11.
+Added: Debt” for more information.
Contingent Consideration
−Removed: As of December 27, 2025, the fair value of the contingent consideration liability for Inertial Labs was $139.1 million with $72.5 million and $66.6 million included in Other current liabilities and Other non-current liabilities, respectively, on the Consolidated Balance Sheets.
−Removed: The Company expects to pay the current portion of the contingent consideration liability in the third quarter of fiscal 2026.
−Removed: Cash Flows for the Six Months Ended December 27, 2025
−Removed: As of December 27, 2025, our combined balance of cash and cash equivalents and restricted cash increased by $344.0 million to $776.1 million from $432.1 million as of June 28, 2025.
−Removed: During the six months ended December 27, 2025, Cash provided by operating activities was $73.5 million, consisting of net loss of $69.5 million adjusted for non-cash charges (e.g., depreciation, amortization, stock-based compensation and other non-cash items) totaling $162.9 million, including changes in deferred tax balances, and changes in operating assets and liabilities that used $19.9 million.
−Removed: Changes in our operating assets and liabilities related to an increase in inventory of $24.7 million related to demand changes, an increase in accounts receivable of $24.1 million due to billings outpacing collections, a decrease in deferred revenue of $17.0 million, excluding the impact of deferred revenue from the acquisition of Spirent’s HSE and CE business, due to timing of support billings and project acceptances and an increase in other current and non-current assets of $5.3 million.
−Removed: These were partially offset by an increase in accounts payable of $23.9 million, an increase in accrued payroll and related expenses of $15.8 million due primarily to variable pay and timing of payroll, an increase in accrued expenses and other current and non-current liabilities of $9.6 million and an increase in income taxes payable of $1.9 million.
−Removed: During the six months ended December 27, 2025, Cash used in investing activities was $412.6 million, primarily resulting from $399.3 million used for the acquisition of Spirent’s HSE and CE business, $14.1 million used for capital expenditures and $0.7 million used for the acquisition of Inertial Labs partially offset by $1.5 million in proceeds from the sale of assets.
−Removed: During the six months ended December 27, 2025, Cash provided by financing activities was $680.6 million, primarily resulting from $600 million in proceeds from the issuance of a Term Loan B, $149.1 million in proceeds from the issuance of the 2031 Notes and $2.7 million in proceeds from the issuance of common stock under our employee stock purchase plan.
−Removed: These were partially offset by $30.0 million cash paid to repurchase common stock under our share repurchase program, $22.6 million of debt issuance costs paid in the period and $18.5 million in withholding tax payments on the vesting of restricted stock and performance-based awards.
+Added: As of March 28, 2026, the fair value of the contingent consideration liability for Inertial Labs was $68.2 million with $43.0 million and $25.2 million included in Other current liabilities and Other non-current liabilities, respectively, on the Consolidated Balance Sheets.
+Added: Cash Flows for the Nine Months Ended March 28, 2026
+Added: As of March 28, 2026, our combined balance of cash and cash equivalents and restricted cash increased by $79.2 million to $511.3 million from $432.1 million as of June 28, 2025.
+Added: During the nine months ended March 28, 2026, Cash provided by operating activities was $47.2 million, consisting of net loss of $63.1 million adjusted for non-cash charges (e.g., depreciation, amortization, stock-based compensation and other non-cash items) totaling $233.7 million, including changes in deferred tax balances, and changes in operating assets and liabilities that used $123.4 million.
+Added: Changes in our operating assets and liabilities related to an increase in accounts receivable of $62.5 million due to billings outpacing collections, an increase in inventory of $37.3 million related to demand changes, a decrease in accrued expenses and other current and non-current liabilities of $30.6 million, a decrease in deferred revenue of $13.2 million, excluding the impact of deferred revenue from the acquisition of Spirent’s HSE and CE business, due to timing of support billings and project acceptances and an increase in other current and non-current assets of $5.7 million.
+Added: These were partially offset by an increase in accounts payable of $13.4 million, an increase in accrued payroll and related expenses of $9.1 million due primarily to variable pay and timing of payroll and an increase in income taxes payable of $3.4 million.
+Added: During the nine months ended March 28, 2026, Cash used in investing activities was $417.3 million, primarily resulting from $399.3 million used for the acquisition of Spirent’s HSE and CE business, $20.0 million used for capital expenditures and $0.7 million used for the acquisition of Inertial Labs partially offset by $2.6 million in proceeds from the sale of assets.
+Added: During the nine months ended March 28, 2026, Cash provided by financing activities was $449.2 million, primarily resulting from $600 million in proceeds from the issuance of a Term Loan B, $149.1 million in proceeds from the issuance of the 2031 Notes and $6.5 million in proceeds from the issuance of common stock under our employee stock purchase plan.
+Added: These were partially offset by $199.0 million payments of debt, $30.0 million cash paid to repurchase common stock under our share repurchase program, $29.8 million contingent consideration payment, $23.4 million of debt issuance costs paid, $23.0 million in withholding tax payments on the vesting of restricted stock and performance-based awards and $1.2 million in other financing activities.
Share Repurchase Program
−Removed: During the six months ended December 27, 2025, we repurchased and subsequently retired 2.7 million shares of our common stock for $30.0 million pursuant to our 2022 Repurchase Plan.
−Removed: As of December 27, 2025, the Company had remaining authorization of $168.4 million for future share repurchases under the 2022 Repurchase Plan.
+Added: During the nine months ended March 28, 2026, we repurchased and subsequently retired 2.7 million shares of our common stock for $30.0 million pursuant to our 2022 Repurchase Plan.
+Added: As of March 28, 2026, the Company had remaining authorization of $168.4 million for future share repurchases under the 2022 Repurchase Plan.
Refer to “Note 15.
1 unchanged sentence
Contractual Obligations
−Removed: There were no material changes to our existing contractual commitments during the second quarter of fiscal 2026.
+Added: There were no material changes to our existing contractual commitments during the third quarter of fiscal 2026.
Off-Balance Sheet Arrangements
10 unchanged sentences
and India plans were fully funded while the German plans, which were initially established as “pay-as-you-go” plans, are unfunded.
−Removed: As of December 27, 2025, our pension plans were under-funded by $50.9 million since the post-retirement benefit obligation (PBO) exceeded the fair value of plan assets.
+Added: As of March 28, 2026, our pension plans were under-funded by $48.3 million since the post-retirement benefit obligation (PBO) exceeded the fair value of plan assets.
Pension plan assets are managed by external third parties and we monitor the performance of our investment managers.
−Removed: As of December 27, 2025, the fair value of plan assets had increased approximately 1.2% since June 28, 2025, our most recent fiscal year end.
+Added: As of March 28, 2026, the fair value of plan assets had decreased approximately 3.1% since June 28, 2025, our most recent fiscal year end.
We are also responsible for the non-pension PBO assumed from a past acquisition of $0.3 million.
25 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.