Every material Form 8-K Viavi Solutions filed with the SEC in 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
VIAVI Solutions agreed to exchange $103.463 million of its 1.625% Convertible Senior Notes due 2026 with a limited number of institutional holders for 7,871,043 common shares at $17.88 per share. The exchange is expected to close on or about December 22, 2025, and the company will receive no cash proceeds. It reduces the company's outstanding convertible debt, but it adds new shares that will be issued to these holders.
Exchange covers $103.463 million principal of the 2026 Notes for 7,871,043 shares at $17.88 per share
Expected closing on or about December 22, 2025, subject to customary closing conditions
About $49.037 million of 2026 Notes will remain outstanding after the exchange
Company plans to use the exchange to help prepay at least $100 million of its $600 million Term Loan Credit Facility over the next twelve months
VIAVI reported preliminary results for its fiscal first quarter ended September 27, 2025, with net revenue up 25.6% year over year to $299.1 million, and non-GAAP diluted EPS rising to $0.15 from $0.06. GAAP results were weaker, with a net loss of $21.4 million compared with a $1.8 million loss a year earlier, and the company said the results are preliminary until it files its Form 10-Q. It also guided second-quarter fiscal 2026 net revenue to $360 million to $370 million and non-GAAP EPS to $0.18 to $0.20.
Net revenue of $299.1 million, up from $238.2 million a year earlier and up 3.0% from the prior quarter
GAAP net loss of $21.4 million, or $(0.10) per diluted share, versus a $1.8 million loss, or $(0.01) per share, a year earlier
Non-GAAP diluted EPS of $0.15, up from $0.06; the company cited a $10.9 million change in fair value of a contingent liability among GAAP items
Second-quarter fiscal 2026 outlook: net revenue of $360 million to $370 million and non-GAAP EPS of $0.18 to $0.20
VIAVI completed its acquisition of Spirent Communications' high-speed ethernet, network security and channel emulation testing business from Keysight Technologies on October 16, 2025, for all-cash consideration of $425 million, subject to customary closing adjustments. To help fund the deal, the company borrowed a $600 million senior secured term loan and reduced its revolving credit facility from $300 million to $200 million, which shareholders should weigh alongside the added debt.
All-cash consideration of $425 million, subject to customary closing adjustments
Company expects the business to add approximately $180 million to Network Service Enablement revenue in the first 12 months after closing and to be accretive to non-GAAP EPS 12 months after closing
$600 million senior secured term loan due October 16, 2032, priced at Term SOFR plus 2.25% or 2.50%, with 1.00% per annum quarterly amortization starting March 31, 2026
Revolving credit facility cut from $300 million to $200 million, with maturity extended to October 16, 2030 or a springing date tied to certain existing notes
Viavi Solutions issued $250 million of 0.625% senior convertible notes due March 1, 2031, under an indenture dated August 20, 2025. About $97.5 million of its 1.625% notes due 2026 were exchanged for about $100.9 million of the new notes, and $149.1 million of new notes were sold for cash, with the company expecting to use the net proceeds to repay part of the 2026 notes at maturity. The filing shows added debt and possible future share issuance on conversion, with up to 22,665,450 shares initially issuable.
$250 million aggregate principal of 0.625% senior convertible notes due March 1, 2031, dated August 20, 2025.
About $97.5 million of 1.625% notes due 2026 exchanged for about $100.9 million of new notes.
Gross cash proceeds of about $149.1 million from the subscription transactions, before fees and expenses.
Initial conversion price of about $13.79 per share, a 25% premium to the $11.03 closing price on August 13, 2025; up to 22,665,450 shares initially issuable on conversion.
VIAVI agreed on August 13, 2025 to issue $250 million of 0.625% Senior Convertible Notes due 2031, with about $100.9 million exchanged for $97.5 million of its 2026 notes and about $149.1 million sold for cash. The company expects to use the cash proceeds to repay a portion of the 2026 notes at maturity, and about $152.5 million of 2026 notes will remain outstanding. The company also expects to repurchase about $30 million of its common stock at $11.03 per share, and the placement agent intends to buy about $25 million of shares, which could affect the stock price.
New notes: $250 million principal, 0.625% interest, maturing March 1, 2031; initial conversion price of about $13.79 per share
Exchange: about $100.9 million of new notes for about $97.5 million of 2026 notes; cash subscriptions of about $149.1 million
Share repurchase: about $30 million of common stock at $11.03 per share, equal to the August 13, 2025 closing price
Transactions expected to close on or about August 20, 2025
VIAVI reported preliminary fiscal fourth-quarter and full-year 2025 results, with revenue and profit both higher than a year earlier. The company also guided first-quarter fiscal 2026 net revenue to $290 million-$298 million and non-GAAP EPS to $0.13-$0.14. The company said the results are preliminary because it has not yet filed its Form 10-K.
Fiscal Q4 net revenue was $290.5 million, up 15.3% year-over-year; GAAP net income was $8.0 million versus a loss of $21.7 million a year earlier
Fiscal Q4 non-GAAP diluted EPS was $0.13, up 62.5% year-over-year
Fiscal 2025 net revenue was $1.08 billion, up 8.4%; GAAP net income was $34.8 million
Q1 fiscal 2026 guidance: net revenue of $290 million to $298 million and non-GAAP EPS of $0.13 to $0.14
VIAVI Solutions appointed Richard Burns and Eugenia Corrales as independent directors on July 24, 2025, after the Board increased its size to ten members. Both will serve until the 2025 annual meeting or earlier resignation or removal, and they will receive standard director pay, including an initial pro-rated RSU grant.
Board size fixed at ten members; Richard Burns and Eugenia Corrales appointed effective July 24, 2025
Burns most recently served as President of Teradyne's Semiconductor Test Division since 2020
Corrales was CEO of Nefeli Networks from January 2018 through December 2024
Annual retainer of $70,000 plus committee fees; initial RSU grant pro-rated, with vesting in November 2025
VIAVI reported preliminary third-quarter fiscal 2025 results for the period ended March 29, 2025, with net revenue up 15.8% year over year and GAAP net income of $19.5 million, compared with a net loss a year earlier. The company also expects fourth-quarter net revenue of $278 million to $290 million and non-GAAP EPS of $0.10 to $0.13, below the $0.15 non-GAAP EPS it reported for the third quarter.
Net revenue was $284.8 million, up from $246.0 million a year earlier; GAAP diluted EPS was $0.09 versus a loss of $0.11 per share.
Non-GAAP diluted EPS was $0.15 for the quarter, up from $0.06 a year earlier.
Fourth-quarter fiscal 2025 outlook (quarter ending June 28, 2025): net revenue of $278 million to $290 million and non-GAAP EPS of $0.10 to $0.13.
The company reported $7.8 million of operating cash flow for the quarter and $400.2 million in total cash, short-term investments and restricted cash as of March 29, 2025. The results are preliminary because the Form 10-Q has not yet been f
VIAVI signed an asset purchase agreement with Keysight Technologies to buy the high-speed ethernet and network security business lines of Spirent Communications for a $410 million base price paid at closing, plus $15 million of contingent cash consideration. The deal depends on Keysight's pending acquisition of Spirent and on regulatory approvals, and is expected to close in the second quarter of calendar 2025. VIAVI has also secured commitments for a $425 million senior secured term loan to fund the purchase, and the company expects the business to add about $180 million to its NSE revenue in the first 12 months after closing.
Base purchase price of $410 million paid at closing, plus $15 million contingent on certain metrics before closing
Expected close in the second quarter of calendar 2025, subject to regulatory approvals and closing of Keysight's Spirent acquisition
Committed $425 million senior secured term loan facility to fund the acquisition
Company expects about $180 million of added NSE revenue in the first 12 months after closing and EPS accretion 12 months after closing
VIAVI reported preliminary fiscal second-quarter results for the quarter ended December 28, 2024, with net revenue of $270.8 million, up 6.4% year over year. GAAP net income fell 15.0% to $9.1 million, while non-GAAP diluted EPS rose 18.2% to $0.13. The company also guided third-quarter net revenue to $276 million to $288 million and non-GAAP EPS to $0.10 to $0.13, and said the results are preliminary until it files its Form 10-Q.
Net revenue of $270.8 million, up $16.3 million or 6.4% year over year; Network Enablement revenue rose 15.1% to $179.0 million
GAAP diluted EPS of $0.04, down $0.01 or 20.0% year over year; non-GAAP diluted EPS of $0.13, up $0.02 or 18.2%
Third-quarter fiscal 2025 guidance: net revenue of $276 million to $288 million and non-GAAP EPS of $0.10 to $0.13
Acquisition of Inertial Labs, Inc. completed January 28, 2025; results remain preliminary pending the Form 10-Q
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