Company Announcements

CHANDLER, Ariz. , May 19, 2026 /PRNewswire/ -- (NASDAQ: VIAV) Viavi Solutions Inc. ("VIAVI") today announced the pricing of an underwritten public offering of 11,111,111 shares of its common stock at a price to the public of $45.00 per share, before underwriting fees. The gross proceeds to VIAVI from the offering, before deducting underwriting fees and other offering expenses payable by VIAVI, are expected to be approximately $500 million. The offering is expected to close on May 21, 2026, subject to customary closing conditions. Additionally, VIAVI has granted the underwriters a 30-day option to purchase up to an additional 1,666,666 shares of common stock from VIAVI at the public offering price, less underwriting fees. All of the shares of common stock in the offering will be sold by VIAVI.

VIAVI intends to use the net proceeds of the offering to repay the $450 million aggregate principal amount of its Term Loan B. Any excess net proceeds will be used to fund working capital or for other general corporate purposes.

Stifel and Needham & Company are acting as joint book-running managers for the offering. UBS Investment Bank is also acting as a bookrunner for the offering. B. Riley Securities, Northland Capital Markets, Rosenblatt, and BMO Capital Markets are acting as co-managers.

The securities described above are being offered by VIAVI pursuant to a shelf registration statement (including a base prospectus) on Form S-3 (File No. 333-289490) filed by VIAVI on August 11, 2025 with the Securities and Exchange Commission (SEC), which was automatically effective upon filing. A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed, and a final prospectus supplement and accompanying prospectus relating to the offering will be filed, with the SEC and can be accessed for free on the SEC's website at http://www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus relating to the offering, when available, may be obtained from: Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720 or by email at [email protected]; Needham and Company, LLC, Attention: 250 Park Avenue, 10^th Floor, New York, NY 10177, Attn: Prospectus Department, by telephone at (800) 903-3268 or by email at [email protected]; or UBS Securities LLC, Attention: Prospectus Department, UBS Investment Bank, 11 Madison Avenue, New York, New York 10010 or by email at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About VIAVI

VIAVI (NASDAQ: VIAV) is a global leader in test and measurement and optical technologies. Our test, monitoring, assurance, and resilient position, navigation and timing solutions enable and secure critical infrastructure ranging from data center ecosystems and communication networks to military, aerospace, railway and first responder communications. In addition, we develop and advance technologies used in high-volume optical applications across anti-counterfeiting, consumer electronics, aerospace, industrial and automotive end markets.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Examples of such statements include, but are not limited to, statements relating to VIAVI's expectations regarding the timing, gross proceeds and completion of the offering and the anticipated use of proceeds. Such statements are based on management's current expectations, but actual results may differ materially due to various risks and uncertainties, including, but not limited to, risks and uncertainties related to market and other conditions, and the satisfaction of customary closing conditions related to the offering. There can be no assurance that VIAVI will be able to complete the offering on the anticipated terms, or at all. You should not place undue reliance on these forward-looking statements. Additional risks and uncertainties relating to the offering, VIAVI and its business can be found under the heading "Risk Factors" in VIAVI's Quarterly Report on Form 10-Q for the quarter ended March 28, 2026, which was filed with the SEC on April 30, 2026, and other filings with the SEC, and in the preliminary prospectus supplement related to the offering filed with the SEC on May 19, 2026. Any forward-looking statements that VIAVI makes in this press release speak only as of the date of this press release. VIAVI assumes no obligation to update its forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.

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SOURCE VIAVI Financials