NASDAQ: VIAV

–Next-gen Wireless Networks: 5G+/6G networks, Open Radio Access Network (Open RAN), RAN optimization, private networks, security, and Intelligent Edge; and

–Transform and extend Service Enablement: AIOps, automation, and security.

•Extend VIAVI technologies and platforms into lucrative adjacent markets and applications:

–Expand and grow mission-critical applications such as aerospace and defense, resilient PNT and network security; and

–Leverage VIAVI innovation in optical coating technologies to address high-performance optical applications for aerospace, defense, industrial, and automotive markets.

Our long-term capital allocation strategy, which supports our corporate strategy, is as follows:

•Maintenance and run-rate investments to support operations;

•Organic investments in initiatives to support revenue growth and productivity;

•Execute on debt management strategy;

•Return capital to shareholders through share buybacks;

•Leverage our net operating loss carryforwards (NOLs); and

•Inorganic investments synergistic to business segments.

Although we are working to successfully implement our strategy, internal and/or external factors could impact our ability to meet any, or all, of our objectives. These factors are discussed under Item 1A “Risk Factors” of this Annual Report on Form 10-K.

Business Segments

We operate in two broad business categories: NSE and OSP. Our NSE and OSP businesses are each organized with their own engineering, manufacturing and dedicated sales and marketing groups focused on each of the markets we serve to better support our customers and respond quickly to market needs. In addition, our segments share common corporate services that provide capital, infrastructure, resources and functional support, allowing them to focus on core technological strengths to compete and innovate in their markets.

Network and Service Enablement

Our NSE segment provides an integrated portfolio of test, monitoring, assurance, and resilient PNT solutions that enable and secure critical infrastructure ranging from data center ecosystems and communication networks to military, aerospace, railway and first responder communications.

Our high-speed optical and Ethernet solutions address lab, production and manufacturing environments to ensure that network equipment is designed and built at peak performance to support artificial intelligence (AI) and high-performance computing (HPC) workloads. Following the acquisition of certain businesses of Spirent Communications plc. in October 2025, VIAVI’s combined high-speed Ethernet portfolio addresses layers 0-7 of the OSI protocol stack. Our Lab and Production products also enable testing of high-performance integrated circuits and modules.

Our Fiber products include an extensive range of instruments and systems enabling the construction, inspection, testing, activation, maintenance, troubleshooting, monitoring, sensing and assurance of broadband networks for traditional service providers, hyperscale data centers, pipelines, borders and other critical infrastructure.

Our Wireless products consist of flexible application software, multi-functional hardware, and Lab-as-a-Service (LaaS) / Test-as-a-Service (TaaS) to enable the development of wireless infrastructure products across the entire lifecycle, as well as the buildout and management of next-generation wireless networks, including 5G, 5GA, 6G, and Open RAN networks.

Our Aerospace and Defense business is a leading provider of test equipment for mission critical communication and avionics applications. In addition, we are also a leading provider of products and modules to ensure resilient PNT for commercial and aerospace and defense customers.

Our security portfolio delivers threat detection and prevention, as well as intelligence-driven insights to protect critical infrastructure against evolving cyber and physical threats, including those posed by quantum computers. Our network security testing products emulate security attacks at performance load for testing converged multi-play services, application delivery and network security controls across layers 4-7.

Our AIOps solutions portfolio leverages AI, machine learning and big data analytics and incorporates Agentic AI technology to automate and enhance end-to-end, multi-domain network operations and automation. Our Network Performance and Threat Solutions (NPTS) portfolio helps enterprise IT and security teams monitor and optimize connectivity for their employees and conducts preventative and forensic analysis to address rising network and security challenges from remote work. Our Mission Critical Communications (MCX) portfolio enables Public Safety Networks globally to maintain very high levels of availability and dynamic capacity enhancement

Markets

Our NSE segment provides solutions and services for telecommunications service providers, NEMs, communication integrated circuit developers, cloud operators, semiconductor vendors, transceiver and module developers, data center operators, enterprises, first responders, military, aerospace and critical infrastructure customers.

Customers

NSE customers include telecom and datacom service providers, critical infrastructure operators, semiconductor and network equipment vendors, state and federal agencies, utilities and the armed forces. Examples of our customers include Advanced Micro Devices, Inc., América Móvil, AT&T Inc., British Telecom Openreach, Ciena, Cisco Systems, Inc., Deutsche Telekom AG, Ericsson, Lumen Technologies, Inc., Nokia Corporation and Verizon Communications Inc.

For further information related to our customers, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Item 7 of this Annual Report on Form 10-K.

Competition

NSE competitors include Anritsu Corporation, EXFO Inc., Keysight Technologies Inc., NetScout Systems, Inc., Riverbed Technology, Inc., Rohde & Schwarz and VeEX Inc. While we face multiple competitors for each of our product families, we continue to have one of the broadest portfolios of products and monitoring solutions available in the network and service enablement industry.

Industry Trends for NSE

Rapid growth in demand for network performance, speed and bandwidth is the primary driver for our products. Network service providers, data center operators and their ecosystems are being compelled to upgrade their infrastructure to support the rapid increase in demand for bandwidth and computing power. Service providers and data center operators are investing in new products and technologies that increase the bandwidth and performance of their networks. For wireline operators this means expanding and increasing the fiber bandwidth and for wireless operators it means migrating their networks to the next generations of wireless technologies.

The data center ecosystem, consisting of semiconductor vendors, transceiver and module developers, NEMs, and end users including hyperscalers and data center operators amongst others, is driving rapid change and strong demand in the industry. The rapid buildout of AI data centers and HPC is driving higher speed optical transceivers and increasing number of data center interconnects (DCI) and multi-fiber connectivity.

In the wireless sector, networks are evolving as service providers deploy 5G Standalone (5GSA) with 5G-specific core networks. The industry is conducting research to define the path to 6G along vectors including AI across all network functions, new frequency bands, integrated sensing and communications, multiple access and ray tracing. A range of core technologies have emerged to enable this transformation, including AI-native architectures and open, disaggregated and interoperable networks.

Fiber is increasingly being used for complex applications ranging from hyperscale, DCI, power transmission, and other critical infrastructure. Innovations like multi-fiber connectors and hollow core fiber show promise for data centers, edge computing, quantum communication, defense and other applications.

In aerospace and defense, the increased threat of disruption, jamming, and spoofing of GPS and GNSS signals is driving the need for solutions to mitigate this threat. Resilient PNT is a broad set of technologies and products that are used to achieve these goals. For our avionics products, many governments across the globe are increasing their military and public safety budgets to upgrade aircraft capabilities and communication infrastructure.

Advances in quantum computers raise new cybersecurity concerns. The “harvest now, decrypt later” strategy compels organizations to move beyond theoretical planning and begin implementation. While government and industry bodies have introduced Post-Quantum Cryptography (PQC) algorithms and mandates to protect against quantum attacks, interoperability and scalability remain a challenge. Test and measurement – from Quantum Key Distribution (QKD) and PQC to Key Management System (KMS) interoperability testing – is essential to ensure compliance and readiness in each implementation.

Optical Security and Performance Products

Our OSP segment leverages its core optical coating technologies and volume manufacturing capability to design, manufacture and sell technologies for the anti-counterfeiting, 3D sensing, aerospace, industrial and automotive markets.

Our technologies targeting anti-counterfeiting applications enable a range of intuitive visual color-shifting effects that are easy for consumers to authenticate but difficult for counterfeiters to simulate. These effects, which are delivered through engineered materials including pigments, are formulated into inks used by banknote issuers and security printers worldwide for anti-counterfeiting applications on banknotes and other high-value documents. Our technologies are deployed on the banknotes of more than 100 countries today.

Our innovation in material science and deposition technologies enable precise, high-performance, optical thin-film coatings for a range of applications, including 3D sensing. VIAVI’s offerings for 3D sensing applications include Low Angle Shift (LAS) optical filters that offer the system designer unprecedented control over performance variation and signal-to-noise ratio, especially in 3D depth sensing camera systems. We also leverage our advanced design and manufacturing capabilities to collaborate with customers in the aerospace, industrial and automotive markets. Our offerings to the aerospace market include military-grade, custom thin-film coated optical products. We deliver spectral sensing solutions that include handheld and process near infrared spectrometers for industrial and other applications. Automotive customers utilize our LAS optical filters for LiDAR systems and our innovative special effects pigments for decorative paint applications.

Markets

Our OSP segment delivers overt and covert technologies to protect banknotes and documents of value against counterfeiting, with a primary focus on the currency market. OSP optical thin-film coatings serve a range of markets including 3D sensing, consumer electronics, industrial, government and automotive sensing. Other OSP product lines include near infrared spectrometers for industrial, pharmaceutical and law enforcement applications as well as special effects pigments for the automotive, architectural and sports apparel markets.

Customers

OSP customers include SICPA Holding SA Company (SICPA), Lockheed Martin Corporation and Seiko Epson Corporation.

We have a strategic alliance with SICPA to market our products for banknote anti-counterfeiting applications worldwide. A material reduction in sales, or loss of the relationship with SICPA, may harm our business and operating results as we may be unable to find a substitute marketing and sales partner or develop these capabilities ourselves in a timely manner. For additional information please see the Risk Factor entitled “We may experience increased pressure on our pricing and contract terms due to our reliance on a limited number of customers for a significant portion of our sales” under Item 1A “Risk Factors” included in this Annual Report on Form 10-K.

Competition

OSP competitors include providers of anti-counterfeiting technologies such as Giesecke & Devrient and Crane NXT; special-effect pigments such as GNMI Group and FYOTEC; optical coatings companies such as Materion, Zhejiang Crystal-Optech Co Ltd. and Platinum Optics Technology, Inc.; and manufacturers of passive and other optical components such as Coherent.

Offerings

Our OSP business provides innovative light management technologies for the anti-counterfeiting, consumer electronics, industrial, government and automotive markets.

Anti-Counterfeiting: Our products and technologies are incorporated into inks used by many government and state-owned security printers worldwide for banknote protection. These technologies deliver a range of intuitive overt effects including color shift, depth, and motion that enable the rapid verification of banknotes without requiring a specialized device or reader.

Consumer Electronics and Industrial: Our OSP business manufactures and sells optical filters for 3D sensing products that separate ambient light from incoming data to allow devices to be controlled by a person’s movements or gestures. We provide multicavity and linear variable optical filters on a variety of substrates for applications, including thermal imaging, spectroscopy and pollution monitoring. We also develop and manufacture handheld and process near infrared spectrometers that leverage our linear variable optical filters for use in applications for agriculture, law enforcement, pharmaceutical and other markets.

Government: Our products are used in a variety of government and aerospace applications, including optics for inter-satellite laser communications, guidance systems, laser eye protection and night vision systems. These products, including coatings and optical filters, are optimized for each specific application.

Automotive: For product differentiation and brand enhancement, we provide custom color solutions for a variety of applications to create color effects that emphasize body contours, create dynamic environments or enhance products in motion. Additionally, our optical filters enable automotive sensing applications including LiDAR and in-cabin monitoring.

Industry Trends for OSP

For over 75 years, OSP has developed and deployed capabilities that alter how the light is transmitted, reflected and absorbed, enabling a range of mission critical and high-volume optical applications.

We leverage our capabilities to deliver technologies that enable anti-counterfeiting solutions designed to protect the integrity of banknotes and other documents of value. The wide availability of advanced and relatively low-cost imaging technologies and printing tools presents a consistent threat to the integrity of secure documents, necessitating robust, technically sophisticated and easy to validate anti-counterfeiting features. Our security pigment technologies enable intuitive overt optical effects that consumers can easily and quickly recognize, and that counterfeiters find very difficult to reproduce.

Major trends in banknote design include an interest in incorporating more security features even on lower value denominations, a greater variety of colors, development of eye-catching abstract images and implementing vertical orientation more frequently. Our technologies enable solutions for designers to address these trends.

We also design, manufacture and sell optical filters to improve the performance of optical sensors for a range of applications, including 3D sensing. 3D sensing applications allow consumers to interact with their devices more naturally by enabling electronic devices to accurately measure depth and motion. Our filters play an important role in those applications separating out ambient light from the incoming data used by sensors to make precise measurements. Notably, our patented LAS technology enables our customers to significantly improve the signal-to-noise ratio of their systems and deliver reliable system performance. Through the development of multiple generations of products for 3D sensing and by delivering improved performance and competitive value with each iteration, we believe we have established ourselves as one of the industry’s leading suppliers of high-performance filters enabling depth-sensing systems in consumer electronics.

Major trends in 3D sensing and other applications we target include an ongoing drive toward enabling increased efficiency in size, weight and power (SWaP). As advanced 3D sensing is increasingly deployed in advanced consumer electronics, automobiles and industrial robots, VIAVI’s OSP technologies continue to innovate to enable devices to feature thinner and smaller form factors and power consumption and lower device latency.

In addition, OSP technologies enable a range of other optical applications for customers in the aerospace, defense, automotive, and industrial markets.

Research and Development

We devote substantial resources in Research and Development (R&D) to develop new and innovative products to serve our markets and associated industry standards bodies. In many markets, we provide technology that enables our customers to develop and deploy cutting edge technology capabilities. Once the design of a product is complete, in addition to continuing to add features to those products in support of customer requirements and technology trends, our engineering efforts shift to product maintenance and enhancing both product performance and our ability to manufacture it in greater volume and at lower cost.

In our NSE Segment, we develop instruments and systems used in the development of wireless and fiber communications and data network components, modules and equipment for data center ecosystems and communication networks. We develop portable test equipment and systems and software for field service and deployment technicians supporting service providers, AI data centers and in Network Operation Centers. We develop equipment used to assure precision navigation and timing are maintained in a signal denied environment and provide test equipment for aerospace and defense applications.

In our OSP segment, our R&D efforts concentrate on developing more innovative technologies and products for customers in the anti-counterfeiting, consumer electronics, aerospace, industrial, and automotive markets. Our strength in the banknote anti-counterfeiting market is complemented by our advances in developing novel pigments for a variety of applications. Other areas for OSP include our efforts to leverage our optical coating technology expertise to develop applications for the government and defense markets as well as efforts related to new products for 3D sensing and smartphone sensors. OSP also develops, manufactures and sells a line of handheld and process spectrometers with applications in agriculture, law enforcement, pharmaceuticals and food markets.

Sales, Marketing and Customer Support

Customer service and technical support are integral components of our business strategy to develop and maintain long-term collaborative relationships with our customers. We typically engage customers early in the design phase of their programs and support them throughout product development and volume production. Service and support are provided through our global facilities and those of our authorized partners.

For NSE, we market and sell products to hyperscale data centers, communications service providers (CSPs), NEMs, original equipment manufacturers (OEMs), enterprises, government and defense, distributors and strategic partners worldwide. We have a dedicated sales force organized around each of the markets that we serve that works directly with customers’ executive, technical, manufacturing and purchasing personnel to determine design, performance and cost requirements. We are also supported by a worldwide channel community who support our NSE segment.

OSP sales and marketing efforts are directed primarily toward customers in the consumer electronics, government, commercial aerospace, automotive, biomedical and industrial end markets. OSP maintains a global direct sales organization supported by a team of applications engineers and customer service professionals who assist customers during product design, qualification and production ramp. In some geographic regions and for select products, OSP also utilizes distributors and manufacturers’ representatives. We generally promote our products and capabilities through a combination of direct customer engagement and broader marketing activities, including participation in industry trade shows, technical forums, promotional webinars, development of product demonstrations and evaluation samples and through partnerships.

Acquisitions

As part of our strategy, we are committed to the ongoing evaluation of strategic opportunities and, where appropriate, the acquisition of additional products, technologies or businesses that are complementary to, or strengthen, our existing products.

For further information related to our acquisitions, refer to “Note 5. Acquisitions” under Item 8 of this Annual Report on Form 10-K.

Restructuring Programs

During the third quarter of fiscal 2026, a restructuring plan was announced (the Fiscal 2026 Plan), which is intended to improve operational efficiencies, better align the Company’s workforce with current business needs and strategic growth opportunities and the integration of recently acquired businesses. The Fiscal 2026 Plan included a global workforce reduction, facilities rationalization and asset write-offs. The Company expects approximately 5% of its global workforce to be affected. The Company estimates annualized gross cost savings of approximately $30.0 million upon completion of the Fiscal 2026 plan, excluding any one-time charges, as a result of the restructuring activities. The Company expects that a substantial portion of the plan will be completed by the end of calendar year 2026.

For further information refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Item 7 and “Note 13. Restructuring and Related Charges” under Item 8 of this Annual Report on Form 10-K.

Manufacturing

As of June 27, 2026, we have manufacturing facilities for our NSE and OSP segments located in the United States, France, Germany, the United Kingdom and China. Our contract manufacturing partners have a global footprint that includes facilities in China and Thailand from where we currently source a significant portion of our products and components.

Sources and Availability of Raw Materials

We use various suppliers and contract manufacturers to supply parts and components for the manufacture and support of multiple product lines. Although we seek to maintain at least two sources of supply for materials whenever possible, for certain components we have sole or limited source supply arrangements.

Patents and Proprietary Rights

Intellectual property rights apply to our various products including patents, trade secrets and trademarks. We do not intend to broadly license our intellectual property rights unless we can obtain adequate consideration or enter into acceptable intellectual property cross-licensing agreements. As of June 27, 2026, we own approximately 1,220 U.S. patents and 2,225 foreign patents and have 1,062 patent applications pending throughout the world. The average age of the patents we hold is 10.4 years, which is slightly older than the midpoint of the average 20-year life of a patent.

Backlog

Due to possible changes in product delivery schedules and cancellation of product orders, and because our sales often reflect orders shipped in the same quarter in which they are received, our backlog at any particular date is not necessarily indicative of actual revenue or the level of orders for any succeeding period.

Seasonality

Our business is seasonal, as is typical for our competitors and many large companies. For our NSE segment, revenue is typically higher in the second and fourth fiscal quarters, all else being equal. There is typically a modest end of calendar year customer spending budget that benefits our second fiscal quarter. Telecom and cable spending budgets are typically set at the start of a new calendar year, thus with all else being equal, our third fiscal quarter is NSE’s weakest revenue quarter with spending release benefiting our fourth fiscal quarter.

For our OSP business, given our exposure to the consumer market, namely our 3D sensing products into the smartphone market, OSP revenue is expected to be seasonally higher in the first and second fiscal quarters followed by seasonal demand declines in the third and fourth fiscal quarters.

Human Capital Management

The VIAVI culture is made up of the contributions of our approximately 4,100 employees worldwide (as of June 27, 2026) working across 34 countries. VIAVI is committed to promoting and maintaining an inclusive work environment that provides equal opportunities to everyone. We seek to empower our employees to develop their career through on-the-job experiences, by providing access to ongoing learning and building critical skills. The exposure provided by our graduate programs invites collaboration and innovation, attracting best-in-class talent. We provide managers with comprehensive leadership training through our manager development series.

Our People Strategy

The Chief Executive Officer (CEO) and the Senior Vice President (SVP) of Human Resources are responsible for the development of our People Strategy and execute this with the support of the Executive Management Team. We regularly update and partner with the Compensation Committee of the Board of Directors on human capital matters. The VIAVI People Strategy articulates our talent priorities and provides the road map for the execution of human capital management in support of our business strategy.

Understanding employee experience continues to be an important focus of our People Strategy. Through focused internal employee outreach, we seek to enhance business knowledge, drive organizational awareness and foster cross-functional collaboration. We frequently measure employee sentiment and gather data that provides all employees with insight into our culture, the working environment and our employees’ drivers for engagement.

Business Values and Standards

The VIAVI business values articulate the internal cultural identity for VIAVI employees and provide a shared understanding of expectations across the Company. They represent the principles that help guide us to achieve our objectives globally and the desired operating environment of the employees and management.

The VIAVI Code of Business Conduct captures the broad principles of legal and ethical business conduct embraced by the Company as part of its commitment to integrity. VIAVI expects that all employees will act in a manner that complies both with the letter and spirit of this code of conduct.

Inclusion and Opportunity

VIAVI is committed to fostering, cultivating and preserving a culture of inclusion and opportunity. We believe the unique contributions and capabilities of our employees comprise one of our most valuable assets. We believe the collective sum of our individual differences, life experiences, knowledge, innovation, business acumen and self-expression promotes a culture that enhances our reputation and achievement.

VIAVI has long been committed to ensuring that all individuals have an equal opportunity to enjoy a fair, safe and productive work environment. We are committed to fostering an environment where employees are treated fairly, respectfully and without favoritism. We embrace, encourage and celebrate our employees’ differences and what makes them unique.

Talent Development

Our talent development offerings provide relevant and useful learning resources for our employees, managers and leaders that invite a growth mindset and create an appetite for lifelong learning.

We seek to drive frequent and meaningful talent conversations through Everyday Development, our performance management check-in process. Check-ins ensure that employees are coached and supported throughout the year with relevant and timely discussions on expectations, feedback and development. Both managers and employees have a role to play to ensure that they are connected to the activities that drive our business forward. We aim for a work environment in which our employees can expect to engage regularly with their manager, and to have their support to accelerate their performance and development.

Our global Leadership Development Program continues to provide people managers with the skills to build high performing teams. The program provides a venue for managers to network with their cross functional and global peer group while developing their skills.

We continue to provide guidance and best practices in hybrid working for our employees and managers, which are supported by our Flexible Work policy.

Talent Rewards

Our compensation and benefits programs are designed to recognize our employees' individual performance and contributions to our business results, including competitive base salaries and variable pay for all employees, share-based equity award grants, health and welfare benefits, time-off, development programs and training and opportunities to give back to our communities. We provide talent rewards that are competitive in the marketplace and support equal pay for equal work and pay transparency.

Health and Safety

VIAVI is committed to maintaining an inclusive, supportive, safe and healthy work environment where our employees can thrive. We demand strict compliance with all applicable health and safety regulations, offer robust training to our employees on health and safety matters, maintain controls and proper disposal of hazardous materials and track workplace incidents and injuries. We maintain and regularly update emergency and disaster recovery plans.

The success of our safety program is demonstrated by our best-in-class Total Recordable Injury Rate (TRIR) of only 0.19 injuries per 100 full-time workers per year.

Where You Can Find More Information

Our website address is www.viavisolutions.com, which the Company uses as a means to disclose important information about the Company and comply with its disclosure obligations under Regulation Fair Disclosure. We are subject to the requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act), under which we file annual, quarterly and periodic reports, proxy statements and other information with the SEC, which can be accessed on www.sec.gov. We also make available free of charge all of our SEC filings on our website at www.viavisolutions.com/investors as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. The information contained on any of the websites referenced in this Annual Report on Form 10-K are not part of or incorporated by reference into this or any other report we file with, or furnish to, the SEC.