Form 4: VIAVI CEO Oleg Khaykin Sells 74,315 Shares

VIAVI Solutions Inc. President and CEO Oleg Khaykin reported the sale of 74,315 shares of common stock at a weighted average price of $26.48 per share, executed under a Rule 10b5-1 plan.

Summary

• Oleg Khaykin, President & CEO and Director of VIAVI Solutions Inc., sold 74,315 shares of common stock.
• The shares were sold at a weighted average price of $26.48 per share, with individual trades ranging from $26.32 to $26.67.
• The transaction was executed on February 4, 2026, under a pre-arranged Rule 10b5-1(c) trading plan.
• Following the sale, Mr. Khaykin directly beneficially owns 1,849,437 shares and indirectly owns 40,238 shares through his spouse.
• The total beneficial ownership includes an exempt purchase of 2,561 shares under the Employee Stock Purchase Plan (ESPP) on January 30, 2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. While an insider sale by the CEO could be seen as a negative, its execution under a Rule 10b5-1 plan suggests a pre-planned financial management decision rather than a reaction to new, adverse information.

Positives

• The sale was conducted under a Rule 10b5-1 trading plan, indicating it was pre-scheduled and not based on immediate, non-public information.
• Mr. Khaykin retains a substantial direct and indirect beneficial ownership of 1,889,675 shares in VIAVI Solutions Inc. after the transaction.
• An exempt purchase of 2,561 shares under the ESPP plan on January 30, 2026, indicates continued participation in employee stock programs.

Negatives

• A significant insider sale of 74,315 shares by the President and CEO could be perceived negatively by some investors, despite being part of a 10b5-1 plan.

Future Outlook

No forward-looking statements or guidance are provided in this Form 4 filing.

Industry Context

StockSavvy.ai notes that insider sales, even those executed under a Rule 10b5-1 plan, are routinely monitored by investors for insights into management's perception of future company performance. While a 10b5-1 plan mitigates concerns about opportunistic selling, the volume and frequency of such sales across the executive team can still influence market sentiment, particularly in the technology and communications test and measurement industry where VIAVI operates, which is sensitive to economic cycles and technological shifts.

Comparison to Industry Standards

• StockSavvy.ai observes that insider selling under Rule 10b5-1 plans is a common practice among executives in publicly traded companies, including those in the technology sector like VIAVI. This allows executives to diversify their holdings and manage personal finances while avoiding accusations of trading on material non-public information.
• For instance, executives at peer companies such as Keysight Technologies (KEYS) or Anritsu Corporation also frequently utilize 10b5-1 plans for stock dispositions.
• The sale of 74,315 shares by VIAVI's CEO represents a relatively small percentage of his total beneficial ownership (approximately 3.8%), which is generally within the typical range for routine diversification or liquidity events, rather than a signal of a lack of confidence in the company's long-term prospects.

Related Party Transactions

• The sale of common stock by the CEO to the open market is a related party transaction by definition of an insider transaction.
• Indirect beneficial ownership of 40,238 shares held by the reporting person's spouse.

Stakeholder Impact

• Shareholders: May interpret the sale as a slight negative signal, though the 10b5-1 plan mitigates concerns. The CEO's continued significant ownership may reassure long-term investors.
• Employees: No direct impact mentioned, but the ESPP purchase indicates continued employee participation in stock ownership.

Next Steps

• The reporting person undertakes to provide full information regarding the number of shares and prices at which the transaction was effected upon request to the SEC staff, the issuer, or a security holder.

Key Dates

Recommendation

The insider sale by CEO Oleg Khaykin, while significant in volume, was executed under a pre-arranged Rule 10b5-1 plan, which typically signals a planned diversification or liquidity event rather than a reaction to new negative information. Given his substantial remaining direct and indirect holdings in VIAVI Solutions Inc., this transaction does not fundamentally alter the investment thesis. Therefore, a 'hold' recommendation is appropriate, advising investors to maintain their current positions while monitoring future company performance and insider activity.

Keywords

VIAVI Solutions Inc., VIAV, Oleg Khaykin, Insider Trading, Form 4, Stock Sale, CEO, Director, Rule 10b5-1, Common Stock