Form 4: VIAVI Officer Converts Stock Units, Adjusts Holdings

VIAVI Solutions EVP Paul McNab converted market stock units into common stock and sold shares to cover tax obligations.

Summary

• Paul McNab, Executive Vice President, Chief Marketing & Strategy Officer of VIAVI Solutions Inc., reported transactions involving the conversion of market stock units (MSUs) into common stock.
• A total of 41,231 shares of common stock were acquired through the vesting and conversion of MSUs on September 23, 2025.
• These acquisitions included 5,614 shares from a 2022 grant, 11,633 shares from a 2023 grant, and 23,984 shares from a 2024 grant.
• A total of 20,939 shares of common stock were disposed of at a price of $12.41 per share to satisfy tax withholding obligations related to the vesting of these awards.
• Following these reported transactions, McNab directly beneficially owns 68,774 shares of VIAVI Solutions Inc. common stock.
• McNab also beneficially owns 50,357 derivative securities (Market Stock Units) following these transactions.

Sentiment

Score: 7

Explanation: The vesting of market-leveraged stock units, particularly one tranche at 128% of target, indicates the company met or exceeded performance metrics tied to total stockholder return, which is a positive sign for the company's operational and market performance. The share dispositions are routine tax-related sales.

Positives

• The vesting of market-leveraged stock units indicates the achievement of performance targets based on the company's total stockholder return.
• The first tranche of MSUs granted on August 28, 2024, vested at 128.00% of its target, reflecting strong performance against the set metrics.
• The second tranche of MSUs granted on August 28, 2023, vested at 90.33% of its target, demonstrating solid performance.

Negatives

• A significant number of shares (20,939) were sold to cover tax withholding obligations, which reduces the officer's direct beneficial ownership.

Future Outlook

NA

Industry Context

This filing details routine executive compensation activities, specifically the vesting and conversion of performance-based equity awards, which is a common practice across various industries to align executive incentives with shareholder returns. The use of market-leveraged stock units tied to total stockholder return is a standard mechanism in the technology sector.

Comparison to Industry Standards

• The use of market-leveraged stock units (MSUs) tied to total stockholder return is a standard executive compensation mechanism, similar to practices at companies like Cisco Systems (CSCO) or Juniper Networks (JNPR) in the technology sector, aiming to incentivize long-term performance.
• The vesting percentages (56.67%, 90.33%, 128.00%) reflect the company's performance against pre-defined targets, which is a common feature in performance-based equity awards across publicly traded companies.
• The disposition of shares to cover tax withholding obligations upon vesting is a routine and legally mandated practice for equity compensation, consistent with how executives at companies such as Microsoft (MSFT) or Apple (AAPL) manage their restricted stock units (RSUs) or performance stock units (PSUs).

Stakeholder Impact

• Shareholders: The vesting of performance-based equity awards suggests that the company's total stockholder return met or exceeded certain targets, which could be viewed positively.
• Employees (specifically Paul McNab): The transactions represent a realization of compensation tied to company performance.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation activities, specifically the vesting of market-leveraged stock units and subsequent tax-related share dispositions. While the vesting at 128% of target for one tranche is positive, indicating strong performance against specific metrics, these transactions do not introduce new fundamental information about the company's operations, financial health, or strategic direction that would warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate as the filing confirms ongoing executive compensation practices without providing catalysts for significant price movement.

Keywords

VIAVI Solutions, VIAV, Paul McNab, Insider Transaction, SEC Form 4, Executive Compensation, Equity Vesting, Market Stock Units, Tax Withholding