UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 13, 2025

VIAVI SOLUTIONS INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-22874	94-2579683
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(IRS Employer Identification Number)

1445 South Spectrum Blvd, Suite 102 Chandler, Arizona		85286
(Address of Principal Executive Offices)		(Zip Code)

1445 South Spectrum Blvd, Suite 102 Chandler, Arizona 85286

(Address of principal executive offices and Zip Code)

(408) 404-3600

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of the exchange on which registered
Common Stock, $0.001 par value	VIAV	The Nasdaq Stock Market LLC
Common Stock, par value of $0.001 per share	VIAV	The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 13.~~01.~~02 ~~Other~~Unregistered ~~Events~~Sales of Equity Securities.

OnAs previously reported, on August 13, 2025, Viavi Solutions Inc. (the “Company”) entered into privately negotiated exchange and/or subscription agreements with certain holders of its 1.625% Senior Convertible Notes due 2026 (the “2026 Notes”) and certain new investors pursuant to which the Company will issue $250 million aggregate principal amount of its 0.625% Senior Convertible Notes due 2031 (the “New Notes”) consisting of (a) approximately $100.9 million principal amount of New Notes in exchange for approximately $97.5 million principal amount of 2026 Notes (the “Exchange Transactions”) and (b) approximately $149.1 million principal amount of New Notes for cash (the “Subscription Transactions” and together with the Exchange Transactions, the “Transactions”), in each case, pursuant to exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder. Following the closing of the Exchange Transactions, approximately $152.5 million in aggregate principal amount of 2026 Notes will remain outstanding with terms unchanged. The Company expects to use the net proceeds from the Subscription Transactions to repay a portion of the 2026 Notes upon maturity. The Transactions are expected to close concurrently on or about August 20, 2025, subject to customary closing conditions.

AThe ~~copy~~New ofNotes were offered in the ~~form~~Transactions to investors who represented that they are institutional “accredited investors” within the meaning of ~~exchange~~Rule 501 of Regulation D under the Securities Act and “qualified ~~subscription~~institutional ~~agreement,~~buyers” ~~substantially~~as defined in Rule 144A promulgated under the ~~form~~Securities ~~entered~~Act ~~into~~in reliance on ~~August~~the ~~13,~~exemption ~~2025~~from ~~with~~registration provided by Section 4(a)(2) of the ~~exchanging~~Securities ~~holders~~Act. inAny shares of the Company’s common stock that may be ~~Transactions,~~ issued isupon ~~filed~~conversion asof ~~Exhibit~~the ~~10.1~~New ~~hereto~~Notes ~~and~~will ~~incorporated~~be ~~herein~~issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by ~~reference~~the Company exclusively with its security holders. AThe ~~copy~~offer and sale of the ~~form~~New ofNotes ~~subscription~~have ~~agreement,~~not ~~substantially~~been registered inunder the ~~form~~Securities ~~entered~~Act, ~~into~~or onany ~~August~~state 13securities laws, ~~2025~~and ~~with~~unless so registered, the ~~new~~New ~~investors~~Notes may not be offered or sold except pursuant to an exemption from, or in ~~the~~a ~~Subscription~~transaction ~~Transactions~~not subject to, ~~is filed~~the asregistration ~~Exhibit~~requirements ~~10.2~~of ~~hereto~~the Securities Act and ~~incorporated~~applicable ~~herein~~state bysecurities ~~reference~~laws.

~~Item~~In 8exchange for issuing New Notes pursuant to the Exchange Transactions, the Company will receive and cancel the exchanged 2026 Notes.01 The Company will receive gross cash proceeds from the Subscription Transactions of approximately $149.1 ~~Other~~million, ~~Events~~excluding fees and expenses payable by the Company in connection with the Transactions.

OnThe ~~August~~New 14Notes may be converted at any time on or prior to the close of business on the business day immediately preceding December 1, ~~2025~~2030, in multiples of $1,000 principal amount, at the ~~Company~~option ~~issued~~of athe ~~press~~holder only ~~release~~upon ~~announcing~~the occurrence of certain events. During the ~~entry~~periods ~~into~~from, and including, December 1, 2030 until the ~~Transactions~~close of business on the business day immediately preceding the maturity date, holders of the New Notes may convert the New Notes at any time. The ~~information~~holders ~~set~~of ~~forth~~the ~~under~~New ~~Item~~Notes will be entitled to convert the New Notes into cash and shares of the Company’s common stock, if any, based upon an initial conversion rate of 72.5295 shares of the Company’s common stock per $1,000 principal amount of New Notes (which is equal to an initial conversion price of approximately $13.0179 per share of ~~this~~the Company’s common stock, representing an approximately 25% conversion premium based on the closing price of $11.03 per share of ~~Current~~ the ~~Report~~Company’s common stock on August 13, 2025), subject to adjustment as will be provided for in the Indenture. Initially, a maximum of 22,665,450 shares of the Company’s common stock may be issued upon conversion of the New Notes based on the maximum conversion rate for the New Notes, which is ~~incorporated~~subject ~~herein~~to bycustomary ~~reference~~anti-dilution adjustments.

In connection with the issuance of the New Notes, the Company expects to repurchase approximately $30 million of shares of its common stock under the Company’s previously announced board authorization for share repurchases using cash on hand in privately negotiated transactions from certain purchasers of the New Notes through a financial intermediary at a price per share of $11.03, which is equal to the last reported sale price of the common stock on August 13, 2025. In connection with the issuance of the New Notes, the Company has been advised that the placement agent for the Transactions intends to purchase approximately $25 million of shares of the Company’s common stock in privately negotiated transactions from certain purchasers of the New Notes through a financial intermediary at a discount of 5% to the last reported sale price of the Company’s common stock on August 13, 2025. Such purchases by the Company as well as the placement agent of the Company’s common stock could increase (or reduce the size of any decrease in) the market price of the common stock or the New Notes. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Exchange and Subscription Agreement.
10.2		Form of Subscription Agreement.
99.1		Press Release issued by Viavi Solutions Inc. on August 14, 2025.
104		Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Viavi Solutions Inc.
	VIAVI SOLUTIONS INC.
	By:	/s/ Ilan Daskal
	Ilan Daskal
	Name:	Ilan Daskal
	Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)
	Title:	Chief Financial Officer
August 14, 2025
		(Duly Authorized Officer and Principal Financial and Accounting Officer)
August 19, 2025

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