VIAV: Other company developments

ITEM 8.01 Other Events. Underwriting Agreement On May 19, 2026, Viavi Solutions Inc. (the “ Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Needham & Company, LLC (“Needham & Company”), as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the public offering, issuance and sale (the “ Offering”) of 11,111,111 shares of the Company’s common stock, par value $0.001 per share (“ Common Stock”), at a public offering price of $45.00 per share of Common Stock. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase up to an additional 1,666,666 shares of Common Stock at the public offering price, less underwriting discounts and commissions (the “Option”), which the Underwriters exercised in full on May 20, 2026. The net proceeds to the Company from the Offering are approximately $557.2 million, which includes the proceeds from the exercise of the Option, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company currently intends to use the net proceeds from the Offering to repay the $450 million aggregate principal amount of the Company’s 7-year term loan facility entered into in March 2025. Any excess net proceeds are expected to be used for working capital or for other general corporate purposes. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Ac