Form 8-K

8-K — VIAVI SOLUTIONS INC.

Accession: 0001628280-26-053381

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0000912093

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — viav-20260805.htm (Primary)

EX-99.1 (viavq4fy268-kex991.htm)

EX-99.2 (viavq4fy268-kex992.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: viav-20260805.htm · Sequence: 1

viav-20260805

0000912093false00009120932026-08-052026-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 5, 2026

VIAVI SOLUTIONS INC.

(Exact name of Registrant as specified in its charter)

Delaware 000-22874 94-2579683

(State or other jurisdiction

of incorporation or organization) (Commission file number) (I.R.S. Employer

Identification Number)

1445 South Spectrum Blvd, Suite 102 Chandler, Arizona 85286

(Address of principal executive offices and Zip Code)

(408) 404-3600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of the exchange on which registered

Common Stock, par value of $0.001 per share VIAV The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 5, 2026, Viavi Solutions Inc. (the “Company”) reported its preliminary results for its fiscal fourth quarter and fiscal year ended June 27, 2026. A copy of the Company’s press release is furnished herewith and attached hereto as Exhibit 99.1.

The information in Item 2.02 and Exhibits 99.1 and 99.2 of this Current Report on Form 8-K is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Beginning in the fourth quarter of fiscal 2026, the Company modified its non-GAAP presentation to exclude employer payroll taxes related to stock-based compensation. Consistent with this modification, employer payroll taxes related to stock-based compensation are no longer allocated to the Company's segment results and are instead included in the “Other Items” column of the segment presentation. Prior-period non-GAAP financial measures and segment results have been recast to conform to the current presentation. Management believes excluding employer payroll taxes related to stock-based compensation aligns the treatment of these taxes, which are highly variable, with the underlying stock-based compensation expense and provides a more consistent measure of operating performance. Accordingly, this modification is intended to enhance investors’ understanding of the Company’s operating performance. These changes have no impact on any of the Company’s previously reported U.S. GAAP results for any period presented. Non-GAAP EPS and other non-GAAP measures under the new methodology, including reconciliations to the most directly comparable GAAP measures, are being furnished in Exhibit 99.2 attached hereto and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

Press release entitled “VIAVI Announces Fiscal Fourth Quarter and Fiscal Year 2026 Results” dated August 05, 2026.

99.2

Reconciliations of GAAP measures to non-GAAP measures

104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VIAVI SOLUTIONS INC.

By: /s/ ILAN DASKAL

Name: ILAN DASKAL

Title: Executive Vice President and Chief Financial Officer

(Duly Authorized Officer and Principal Financial and Accounting Officer)

August 5, 2026

EX-99.1

Filename: viavq4fy268-kex991.htm · Sequence: 2

Document

Exhibit 99.1

VIAVI Announces Fiscal Fourth Quarter and Fiscal Year 2026 Results

Chandler, Arizona, August 5, 2026 — VIAVI (NASDAQ: VIAV) today reported results for its fiscal fourth quarter and fiscal year ended June 27, 2026 with the following highlights.

Fourth Quarter

•Net revenue of $443.1 million, up $152.6 million or 52.5% year-over-year

•GAAP operating margin of 13.8%, up 850 bps year-over-year

•Non-GAAP operating margin of 24.0%, up 960 bps year-over-year

•GAAP net income of $32.7 million, up $24.7 million or 308.8% year-over-year

•Non-GAAP net income of $89.1 million, up $59.4 million or 200.0% year-over-year

•GAAP diluted earnings per share (EPS) of $0.13, up $0.09 or 225.0% year-over-year

•Non-GAAP diluted EPS of $0.34, up $0.21 or 161.5% year-over-year

Fiscal Year 2026

•Net revenue of $1.5 billion, up $434.0 million or 40.0% year-over-year

•GAAP operating margin of 6.9%, up 160 bps year-over-year

•Non-GAAP operating margin of 20.6%, up 630 bps year-over-year

•GAAP net loss of $30.4 million, down $65.2 million or 187.4% year-over-year

•Non-GAAP net income of $243.8 million, up 137.1 or 128.5% year-over-year

•GAAP diluted EPS of $(0.13), down $0.28 or 186.7% year-over-year

•Non-GAAP diluted EPS of $1.00, up $0.53 or 112.8% year-over-year

“VIAVI's fourth quarter and fiscal year 2026 financial performance has exceeded our expectations, driven by strong growth in many of our end markets. Our diversification strategy into datacenter ecosystem and aerospace and defense end markets has been a key growth driver for us during FY26, and we expect this strategy to continue driving our growth for the next several quarters,” said Oleg Khaykin, VIAVI's President and Chief Executive Officer.

Financial Overview:

The tables below (in millions, except percentage and per share data) provide comparisons of quarterly results to prior periods, including sequential quarterly and year-over-year changes. A full reconciliation between the GAAP and non-GAAP measures included in the tables is contained in this release under the section titled “Use of Non-GAAP (Adjusted) Financial Measures.”

Fiscal Fourth Quarter Ended June 27, 2026

GAAP Results

Q4 Q3 Q4 Change

FY 2026 FY 2026 FY 2025 Q/Q Y/Y

Net revenue $ 443.1 $ 406.8 $ 290.5 8.9 % 52.5 %

Gross margin 59.1 % 57.5 % 56.3 % 160 bps 280 bps

Operating margin 13.8 % 6.1 % 5.3 % 770 bps 850 bps

Income from operations $ 61.3 $ 24.8 $ 15.3 147.2 % 300.7 %

Net income per share 0.13 0.03 0.04 333.3 % 225.0 %

Non-GAAP Results

Q4 Q3 Q4 Change

FY 2026 FY 2026 FY 2025 Q/Q Y/Y

Gross margin 62.3 % 62.2 % 60.1 % 10 bps 220 bps

Operating margin 24.0 % 21.2 % 14.4 % 280 bps 960 bps

Income from operations $ 106.4 $ 86.4 $ 41.9 23.1 % 153.9 %

Earnings per share 0.34 0.27 0.13 25.9 % 161.5 %

Net Revenue by Segment

Q4 Q3 Q4 Change

FY 2026 FY 2026 FY 2025 Q/Q Y/Y

Network and Service Enablement $ 353.9 $ 321.5 $ 209.1 10.1 % 69.2 %

Optical Security and Performance Products 89.2 85.3 81.4 4.6 % 9.6 %

Total $ 443.1 $ 406.8 $ 290.5 8.9 % 52.5 %

Fiscal Year Ended June 27, 2026

GAAP Results

FY 2026 FY 2025 Change Y/Y

Net revenue $ 1,518.3 $ 1,084.3 40.0 %

Gross margin 57.7 % 57.3 % 40 bps

Operating margin 6.9 % 5.3 % 160 bps

Income from operations $ 105.1 $ 57.5 82.8 %

Net (loss) income per share (0.13) 0.15 (186.7) %

Non-GAAP Results

FY 2026 FY 2025 Change Y/Y

Gross margin 61.7 % 60.1 % 160 bps

Operating margin 20.6 % 14.3 % 630 bps

Income from operations $ 312.9 $ 155.2 101.6 %

Earnings per share 1.00 0.47 112.8 %

Net Revenue by Segment

FY 2026 FY 2025 Change Y/Y

Network and Service Enablement $ 1,182.9 $ 776.6 52.3 %

Optical Security and Performance Products 335.4 307.7 9.0 %

Total $ 1,518.3 $ 1,084.3 40.0 %

•Americas, Asia-Pacific and EMEA customers represented 45.0%, 30.9% and 24.1%, respectively, of total net revenue for the fiscal year ended June 27, 2026.

•As of June 27, 2026, the Company held $656.7 million in total cash, short-term investments and short-term restricted cash.

•As of June 27, 2026, the Company had $250.0 million aggregate principal amount of 0.625% Senior Convertible Notes and $400.0 million aggregate principal amount of 3.75% Senior Notes with a total net carrying value of $641.9 million.

•During the fiscal quarter and fiscal year ended June 27, 2026, the Company generated $66.7 million and $113.9 million, respectively, of cash flows from operations.

Business Outlook for the First Quarter of Fiscal 2027

For the first quarter of fiscal 2027 ending October 3, 2026, the Company expects net revenue to be between $450 million to $460 million and non-GAAP EPS to be between $0.40 to $0.42.

With respect to our expectations above, the Company has not reconciled GAAP net income (loss) per share to non-GAAP EPS in this press release because it is unable to provide a meaningful or accurate estimate of certain reconciling items described in the “Use of Non-GAAP (Adjusted) Financial Measures” section below and the information is not available without unreasonable effort as a result of the inherent difficulty of forecasting the timing and/or amounts of certain items, including certain charges related to restructuring, acquisition, integration and related charges. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could have a potentially unpredictable and potentially significant impact on our future GAAP financial results. In addition, the Company believes such reconciliations would imply a degree of precision that may be confusing or misleading to investors.

Conference Call

The Company will discuss these results and other related matters at 1:30 p.m. Pacific Time on August 5, 2026 in a live webcast, which will also be archived for replay on the Company’s website at https://investor.viavisolutions.com. The Company will post supplementary slides outlining the Company’s latest financial results on https://investor.viavisolutions.com under the “Quarterly Results” section concurrently with this earnings press release. This press release is being furnished as a Current Report on Form 8-K with the Securities and Exchange Commission, and will be available at www.sec.gov.

About VIAVI Solutions

VIAVI (NASDAQ: VIAV) is a global leader in test and measurement and optical technologies. Our test and measurement, 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.

Learn more about VIAVI at www.viavisolutions.com. Follow us on VIAVI Perspectives, LinkedIn and YouTube.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include any expectation, anticipation or guidance as to future financial performance, including future revenue, gross margin, operating expense, operating margin, profitability targets, cash flow and other financial metrics, as well as the impact and duration of certain trends and market position and conditions, including market stabilization and recovery. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. In particular, the Company’s ability to predict future financial performance continues to be difficult due to, among other things: (a) continuing general limited visibility across many of our product lines; (b) quarter-over-quarter product mix fluctuations, which can materially impact profitability measures due to the broad gross margin ranges across our portfolio; (c) consolidations in our industry and customer base; (d) competitive pressures; (e) unforeseen changes or deceleration in the demand for current and new products, technologies, services, delays or unforeseen events in the roll-out of new industry platforms or evolving technology such as 3D sensing and customer purchasing delays due to macroeconomic conditions, tightening of expenditures or as they assess or transition to such new technologies and/or architectures, all of which limit near-term demand visibility, and could negatively impact potential revenue; (f) continued decline of average selling prices across our businesses; (g) notable seasonality and a significant level of in-quarter book-and-ship business; (h) various product and manufacturing transfers, site consolidations, product discontinuances and restructuring and workforce reduction plans, including the number of employees impacted by a restructuring plan, the estimated expenses the Company will recognize, the timing of these payments and expenses, and anticipated cost savings associated with such plans; (i) challenges in execution of business strategy; (j) financial projections and expectations, including profitability of certain business units, synergies, benefits and other matters related to the acquisition of the high-speed ethernet, network security and channel emulation testing business of Spirent Communications plc; (k) challenges integrating the businesses the Company has acquired and realizing all of the expected benefits and savings; (l) supply chain and materials constraints and the ability of our suppliers and contract manufacturers to meet production and delivery requirements to our forecasted demand; (m) potential disruptions or delays to our manufacturing and operations due to climate conditions and natural disasters in the regions where we operate, such as wildfires, drought conditions and related water shortages in Arizona, as well as wildfires in Northern California and related blackouts and power outages in that region; (n) the uncertain and ongoing impact to our supply chain of geopolitical tensions, such as the ongoing conflict between Russia and Ukraine and the instability in the Middle East, evolving global trade and tariff negotiations and the uncertain tariff landscape, sanctions and other trade measures imposed by domestic and foreign governments, adverse actions and escalating tensions with foreign governments, including China, and the possibility of escalation of “trade wars,” cyber-attacks, and retaliatory measures; (o) the impact of infectious disease outbreaks, epidemics, and pandemics on our financial results, revenues, customer demand, business operations and manufacturing and on the business operations of our customers, contract manufacturers and suppliers; and (p) inherent uncertainty related to global markets, including inflationary pressures, recessions, stock price and equity market volatility, tightening monetary policy and liquidity, and the effect of such markets on demand for our products. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. For more information on the risks and uncertainties associated with the Company’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s filings with the Securities and Exchange Commission, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q. The forward-looking statements contained in this press release are made as of the date thereof and the Company assumes no obligation to update such statements. We have not filed our Form 10-K for the year ended June 27, 2026. As a result, all financial results described in this earnings release should be considered preliminary, and are subject to change to reflect any necessary adjustments or changes in accounting estimates, that are identified prior to the time we file the Form 10-K.

Contact Information

Investors:

Vibhuti Nayar

408-404-6305

vibhuti.nayar@viavisolutions.com

Press:

Amit Malhotra

202-341-8624

amit.malhotra@viavisolutions.com

The following financial tables are presented in accordance with GAAP, unless otherwise specified.

-SELECTED PRELIMINARY FINANCIAL DATA -

VIAVI SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

(unaudited)

PRELIMINARY

Three Months Ended Years Ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Net revenue $ 443.1 $ 290.5 $ 1,518.3 $ 1,084.3

Cost of revenues 168.4 120.2 597.5 443.7

Amortization of acquired technologies 13.0 6.8 45.4 19.5

Gross profit 261.7 163.5 875.4 621.1

Operating expenses:

Research and development 69.8 57.2 262.7 208.7

Selling, general and administrative 124.3 89.7 469.2 349.4

Amortization of other intangibles 7.3 1.5 22.5 4.8

Restructuring and related (benefits) charges (1.0) (0.2) 15.9 0.7

Total operating expenses 200.4 148.2 770.3 563.6

Income from operations 61.3 15.3 105.1 57.5

Interest and other (expense) income, net (7.4) 1.8 (41.4) 11.1

Interest expense (10.4) (7.5) (47.4) (30.0)

Income before income taxes and equity investment earnings 43.5 9.6 16.3 38.6

Provision for income taxes 11.4 2.2 47.5 4.4

Equity investment earnings 0.6 0.6 0.8 0.6

Net income (loss) $ 32.7 $ 8.0 $ (30.4) $ 34.8

Net income (loss) per share:

Basic $ 0.14 $ 0.04 $ (0.13) $ 0.16

Diluted $ 0.13 $ 0.04 $ (0.13) $ 0.15

Shares used in per share calculations:

Basic 239.3 223.2 229.5 222.5

Diluted 261.0 227.0 229.5 225.7

The preliminary financial statements are estimated based on our current information.

VIAVI SOLUTIONS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, unaudited)

PRELIMINARY

June 27, 2026 June 28, 2025

ASSETS

Current assets:

Cash and cash equivalents $ 647.8 $ 423.6

Short-term investments 2.0 1.7

Restricted cash 6.9 3.7

Accounts receivable, net 351.3 261.0

Inventories, net 155.3 117.9

Prepayments and other current assets 93.2 77.3

Total current assets 1,256.5 885.2

Property, plant and equipment, net 224.5 231.9

Goodwill, net 700.7 595.7

Intangibles, net 377.6 131.6

Deferred income taxes 74.5 87.2

Other non-current assets 71.8 62.2

Total assets $ 2,705.6 $ 1,993.8

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 92.2 $ 68.8

Accrued payroll and related expenses 98.4 63.6

Deferred revenue 101.9 74.1

Accrued expenses 27.3 28.7

Short-term debt 244.8 246.2

Other current liabilities 115.9 108.3

Total current liabilities 680.5 589.7

Long-term debt 397.1 396.3

Other non-current liabilities 179.5 227.6

Total liabilities 1,257.1 1,213.6

Total stockholders’ equity 1,448.5 780.2

Total liabilities and stockholders’ equity $ 2,705.6 $ 1,993.8

The preliminary financial statements are estimated based on our current information.

VIAVI SOLUTIONS INC.

REPORTABLE SEGMENT INFORMATION

(in millions, unaudited)

PRELIMINARY

Three Months Ended June 27, 2026

Network and Service Enablement Optical Security and Performance Products

Other Items (1)

Consolidated GAAP Measures

Net revenue $ 353.9 $ 89.2 $ — $ 443.1

Gross profit $ 227.0 $ 49.2 $ (14.5) $ 261.7

Gross margin 64.1 % 55.2 % 59.1 %

Operating income $ 70.7 $ 35.7 $ (45.1) $ 61.3

Operating margin 20.0 % 40.0 % 13.8 %

Three Months Ended June 28, 2025

Network and Service Enablement Optical Security and Performance Products

Other Items (1)

Consolidated GAAP Measures

Net revenue $ 209.1 $ 81.4 $ — $ 290.5

Gross profit $ 130.0 $ 44.5 $ (11.0) $ 163.5

Gross margin 62.2 % 54.7 % 56.3 %

Operating income $ 9.7 $ 32.2 $ (26.6) $ 15.3

Operating margin 4.6 % 39.6 % 5.3 %

Year Ended June 27, 2026

Network and Service Enablement Optical Security and Performance Products

Other Items (1)

Consolidated GAAP Measures

Net revenue $ 1,182.9 $ 335.4 $ — $ 1,518.3

Gross profit $ 762.0 $ 175.2 $ (61.8) $ 875.4

Gross margin 64.4 % 52.2 % 57.7 %

Operating income $ 190.0 $ 122.9 $ (207.8) $ 105.1

Operating margin 16.1 % 36.6 % 6.9 %

Year Ended June 28, 2025

Network and Service Enablement Optical Security and Performance Products

Other Items (1)

Consolidated GAAP Measures

Net revenue $ 776.6 $ 307.7 $ — $ 1,084.3

Gross profit $ 488.0 $ 163.6 $ (30.5) $ 621.1

Gross margin 62.8 % 53.2 % 57.3 %

Operating income $ 42.6 $ 112.6 $ (97.7) $ 57.5

Operating margin 5.5 % 36.6 % 5.3 %

(1) See Reconciliation of GAAP Measures from Continuing Operations to Non-GAAP Measures below for details of Other Items.

The preliminary financial schedules are estimated based on our current information.

Use of Non-GAAP (Adjusted) Financial Measures

The Company provides non-GAAP operating income, non-GAAP operating margin, non-GAAP net income and non-GAAP EPS financial measures as supplemental information regarding the Company’s operational performance and believes providing this additional information allows investors to see Company results through the eyes of management, to evaluate more clearly and consistently the Company’s core operational performance and expenses and evaluate the efficacy of the methodology used by management to measure such performance. The Company uses the measures disclosed in this release to evaluate the Company’s historical and prospective financial performance, as well as its performance relative to its competitors. Specifically, management uses these items to further its own understanding of the Company’s core operating performance, which the Company believes represents its performance in the ordinary, ongoing and customary course of its operations. Accordingly, management excludes from core operating performance items such as those relating to certain purchase price accounting adjustments, amortization of acquisition related intangibles, amortization expense related to acquisition related inventory step-up, stock-based compensation, legal settlements, restructuring, changes in fair value of contingent consideration liabilities, certain investing and acquisition related expenses and other activities and income tax expenses or benefits that management believes are not reflective of such ordinary, ongoing and core operating activities. The non-GAAP adjustments are outlined below.

Cost of revenues, costs of research and development and costs of selling, general and administrative: The Company’s GAAP presentation of gross margin and operating expenses may include (i) additional depreciation and amortization from changes in estimated useful life and the write-down of certain property, plant and equipment and intangibles, (ii) charges such as severance, benefits and outplacement costs related to restructuring plans with a specific and defined term, (iii) costs for facilities not required for ongoing operations, and costs related to the relocation of certain equipment from these facilities and/or contract manufacturer facilities, (iv) stock-based compensation, including related employer payroll taxes, (v) amortization expense related to acquired intangibles, (vi) amortization expense related to acquisition related inventory step-up, (vii) changes in fair value of contingent consideration liabilities, (viii) acquisition related transaction and integration costs related to acquired entities, (ix) significant legal settlements and other contingencies and (x) other charges unrelated to our core operating performance comprised mainly of other costs and contingencies unrelated to current and future operations, including transformational initiatives such as the implementation of simplified automated processes, site consolidations, and reorganizations. The Company excludes these items in calculating non-GAAP operating margin, non-GAAP net income and non-GAAP EPS.

Non-cash interest expense and other expense: The Company excludes certain non-cash interest and other expenses, including loss on debt extinguishment, accretion of debt discount, and other non-cash activities that management believes are not reflective of such ordinary, ongoing and core operating activities, when calculating non-GAAP net income and non-GAAP EPS.

Income tax expense or benefit: The Company excludes certain non-cash tax expense or benefit items, such as (i) the utilization of net operating losses (NOLs) where valuation allowances were released, (ii) intra-period tax allocation benefit and (iii) the tax effect for amortization of non-tax deductible intangible assets, in calculating non-GAAP net income and non-GAAP EPS.

Non-GAAP financial measures are not in accordance with, preferable to, or an alternative for, generally accepted accounting principles in the United States. The GAAP measure most directly comparable to non-GAAP operating income is operating income. The GAAP measure most directly comparable to non-GAAP operating margin is operating margin. The GAAP measure most directly comparable to non-GAAP net income is net income. The GAAP measure most directly comparable to non-GAAP EPS is earnings per share.

VIAVI SOLUTIONS INC.

RECONCILIATION OF GAAP MEASURES FROM CONTINUING OPERATIONS

TO NON-GAAP MEASURES

(in millions, except per share data)

(unaudited)

PRELIMINARY

The following tables reconcile GAAP measures to non-GAAP measures:

Three Months Ended Years Ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Gross Profit Gross Margin Gross Profit Gross Margin Gross Profit Gross Margin Gross Profit Gross Margin

GAAP measures $ 261.7 59.1 % $ 163.5 56.3 % $ 875.4 57.7 % $ 621.1 57.3 %

Stock-based compensation 1.2 0.2 % 1.2 0.4 % 4.4 0.3 % 5.7 0.5 %

Employer payroll tax on employee share-based awards — — % — — % 0.4 — % 0.2 — %

Other charges unrelated to core operating performance (1)

0.3 0.1 % 0.4 0.1 % 5.5 0.3 % 0.8 0.1 %

Amortization of acquisition related inventory step-up — — % 2.6 0.9 % 6.1 0.4 % 4.3 0.4 %

Amortization of intangibles 13.0 2.9 % 6.8 2.4 % 45.4 3.0 % 19.5 1.8 %

Total related to Cost of Revenues 14.5 3.2 % 11.0 3.8 % 61.8 4.0 % 30.5 2.8 %

Non-GAAP measures $ 276.2 62.3 % $ 174.5 60.1 % $ 937.2 61.7 % $ 651.6 60.1 %

Three Months Ended Years Ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Operating Income Operating Margin Operating Income Operating Margin Operating Income Operating Margin Operating Income Operating Margin

GAAP measures $ 61.3 13.8 % $ 15.3 5.3 % $ 105.1 6.9 % $ 57.5 5.3 %

Stock-based compensation 14.2 3.2 % 12.6 4.3 % 55.4 3.6 % 53.1 4.9 %

Employer payroll tax on employee share-based awards 0.2 — % — — % 2.7 0.2 % 1.3 0.1 %

Change in fair value of contingent consideration 8.7 2.0 % (3.4) (1.2) % 33.0 2.2 % (8.3) (0.8) %

Acquisition and integration related charges 0.2 — % 5.6 1.9 % 12.6 0.8 % 22.3 2.1 %

Other charges unrelated to core operating performance (2)

2.5 0.6 % 1.1 0.4 % 14.2 1.0 % 1.3 0.1 %

Amortization of acquisition related inventory step-up — — % 2.6 0.9 % 6.1 0.4 % 4.3 0.4 %

Amortization of intangibles 20.3 4.6 % 8.3 2.9 % 67.9 4.5 % 24.3 2.2 %

Restructuring and related (benefits) charges (1.0) (0.2) % (0.2) (0.1) % 15.9 1.0 % 0.7 0.1 %

Litigation settlement — — % — — % — — % (1.3) (0.1) %

Total related to Cost of Revenues and Operating Expenses 45.1 10.2 % 26.6 9.1 % 207.8 13.7 % 97.7 9.0 %

Non-GAAP measures $ 106.4 24.0 % $ 41.9 14.4 % $ 312.9 20.6 % $ 155.2 14.3 %

Three Months Ended Years Ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Net Income Diluted EPS Net Income Diluted EPS Net (Loss) Income Diluted EPS Net Income Diluted EPS

GAAP measures $ 32.7 $ 0.13 $ 8.0 $ 0.04 $ (30.4) $ (0.13) $ 34.8 $ 0.15

Items reconciling GAAP Net Income (Loss) and EPS to Non-GAAP Net Income and EPS:

Stock-based compensation 14.2 0.05 12.6 0.05 55.4 0.23 53.1 0.23

Employer payroll tax on employee share-based awards 0.2 — — 2.7 0.01 1.3 0.01

Change in fair value of contingent consideration 8.7 0.03 (3.4) (0.01) 33.0 0.14 (8.3) (0.03)

Acquisition and integration related charges 0.2 — 5.6 0.02 12.6 0.05 22.3 0.10

Other charges unrelated to core operating performance (2)

2.5 0.01 1.1 — 14.2 0.06 1.3 0.01

Amortization of acquisition related inventory step-up — — 2.6 0.01 6.1 0.02 4.3 0.02

Amortization of intangibles 20.3 0.08 8.3 0.04 67.9 0.28 24.3 0.11

Restructuring and related (benefits) charges (1.0) — (0.2) — 15.9 0.07 0.7 —

Litigation settlement — — — — — — (1.3) (0.01)

Non-cash interest expense and other expense (3)

10.4 0.04 1.2 0.01 57.0 0.23 4.7 0.02

Provision for (benefits from) income taxes 0.9 — (6.1) (0.03) 9.4 0.04 (30.5) (0.14)

Total related to Net Income and EPS 56.4 0.21 21.7 0.09 274.2 1.13 71.9 0.32

Non-GAAP measures $ 89.1 $ 0.34 $ 29.7 $ 0.13 $ 243.8 $ 1.00 $ 106.7 $ 0.47

Shares used in per share calculation for Non-GAAP EPS 261.0 227.0 242.9 225.7

Note: Certain totals may not add due to rounding.

(1) Included in the three months ended and year ended June 27, 2026 are charges of $0.1 million and $3.7 million, respectively, related to the write off of property, plant and equipment and other charges unrelated to core operating performance.

(2) Included in the three months ended June 27, 2026 are charges of $1.3 million related to the write off of property, plant and equipment, $0.1 million of accelerated depreciation and other charges unrelated to core operating performance. In addition, included in the year ended June 27, 2026 are $4.8 million of losses on disposal of long-lived assets, $2.1 million charge for restoration services for a VIAVI facility impacted by a fire, $0.4 million of accelerated depreciation and other charges unrelated to core operating performance. Included in the year ended June 27, 2025 is a gain of $0.9 million on the sale of assets previously classified as held for sale and other charges unrelated to core operating performance.

(3) The Company incurred losses of $10.5 million and $56.7 million for the three months ended and year ended June 27, 2026, respectively, in connection with the extinguishment of certain 1.625% Senior Convertible Notes and extinguishment of the Term Loan B.

The preliminary financial schedules are estimated based on our current information.

VIAVI SOLUTIONS INC.

RECONCILIATION OF GAAP MEASURES FROM CONTINUING OPERATIONS

TO ADJUSTED EBITDA

(in millions, unaudited)

PRELIMINARY

Three Months Ended Years Ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

GAAP Net income (loss) $ 32.7 $ 8.0 $ (30.4) $ 34.8

Interest and other expense (income), net (1)

7.4 (1.8) 41.4 (11.1)

Interest expense 10.4 7.5 47.4 30.0

Provision for income taxes 11.4 2.2 47.5 4.4

Equity investment earnings (0.6) (0.6) (0.8) (0.6)

Depreciation 10.3 9.6 40.4 38.4

Amortization 20.3 8.3 67.9 24.3

EBITDA 91.9 33.2 213.4 120.2

Restructuring and related (benefits) charges (1.0) (0.2) 15.9 0.7

Stock-based compensation 14.2 12.6 55.4 53.1

Employer payroll tax on employee share-based awards 0.2 — 2.7 1.3

Change in fair value of contingent consideration 8.7 (3.4) 33.0 (8.3)

Acquisition and integration related charges 0.2 5.6 12.6 22.3

Other charges (benefits) unrelated to core operating performance (2)

2.1 1.0 13.4 (0.4)

Amortization of acquisition related inventory step-up — 2.6 6.1 4.3

Adjusted EBITDA $ 116.3 $ 51.4 $ 352.5 $ 193.2

Note: Certain totals may not add due to rounding.

(1) The Company incurred losses of $10.5 million and $56.7 million for the three months and year ended June 27, 2026, respectively, in connection with the extinguishment of certain 1.625% Senior Convertible Notes and extinguishment of the Term Loan B.

(2) Included in the three months ended June 27, 2026 are charges of $1.3 million related to the write off of property, plant and equipment, and other charges unrelated to core operating performance. In addition, included in the year ended June 27, 2026 are $4.8 million of losses on disposal of long-lived assets, $2.1 million charge for restoration services for a VIAVI facility impacted by a fire and other charges unrelated to core operating performance. Included in the year ended June 27, 2025 is a gain of $0.9 million on the sale of assets previously classified as held for sale and other charges unrelated to core operating performance.

The preliminary financial schedules are estimated based on our current information.

EX-99.2

Filename: viavq4fy268-kex992.htm · Sequence: 3

Document

Exhibit 99.2

VIAVI SOLUTIONS INC.

RECONCILIATION OF GAAP MEASURES FROM CONTINUING OPERATIONS

TO NON-GAAP MEASURES (NEW METHODOLOGY)

(in millions, except per share data)

(unaudited)

Three Months Ended Years Ended

March 28, 2026 December 27, 2026 September 27, 2025 June 28, 2025 March 29, 2025 December 28, 2024 September 28, 2024 June 28, 2025 June 29, 2024

Gross Profit Gross Profit Gross Profit Gross Profit Gross Profit Gross Profit Gross Profit Gross Profit Gross Profit

GAAP measures $ 234.1 $ 210.6 $ 169.0 $ 163.5 $ 160.7 $ 160.8 $ 136.1 $ 621.1 $ 575.9

Stock-based compensation 1.1 1.1 1.0 1.2 2.0 1.3 1.2 5.7 4.9

Employer payroll tax on employee share-based awards 0.1 — 0.3 — — — 0.2 0.2 0.2

Other charges (benefits) unrelated to core operating performance 3.8 1.3 0.1 0.4 0.3 — 0.1 0.8 (0.1)

Amortization of acquisition related inventory step-up 0.9 2.6 2.6 2.6 1.7 — — 4.3 —

Amortization of intangibles 13.0 12.5 6.9 6.8 6.1 3.3 3.3 19.5 13.8

Total related to Cost of Revenues 18.9 17.5 10.9 11.0 10.1 4.6 4.8 30.5 18.8

Non-GAAP measures $ 253.0 $ 228.1 $ 179.9 $ 174.5 $ 170.8 $ 165.4 $ 140.9 $ 651.6 $ 594.7

GAAP Gross Margin 57.5 % 57.0 % 56.5 % 56.3 % 56.4 % 59.4 % 57.1 % 57.3 % 57.6 %

Non-GAAP Gross Margin 62.2 % 61.8 % 60.1 % 60.1 % 60.0 % 61.1 % 59.2 % 60.1 % 59.4 %

Three Months Ended Years Ended

March 28, 2026 December 27, 2026 September 27, 2025 June 28, 2025 March 29, 2025 December 28, 2024 September 28, 2024 June 28, 2025 June 29, 2024

Operating Income Operating Income Operating Income Operating Income Operating Income Operating Income Operating Income Operating Income Operating Income

GAAP measures $ 24.8 $ 11.4 $ 7.6 $ 15.3 $ 8.5 $ 22.2 $ 11.5 $ 57.5 $ 20.8

Stock-based compensation 13.9 13.9 13.4 12.6 14.1 13.7 12.7 53.1 49.4

Employer payroll tax on employee share-based awards 0.9 — 1.6 — 0.5 — 0.8 1.3 1.0

Change in fair value of contingent consideration 2.6 10.8 10.9 (3.4) 2.5 (3.9) (3.5) (8.3) (9.5)

Acquisition and integration related charges 0.7 7.8 3.9 5.6 13.3 2.8 0.6 22.3 18.1

Other charges (benefits) unrelated to core operating performance 4.9 6.2 0.6 1.1 0.6 0.1 (0.5) 1.3 2.5

Amortization of acquisition related inventory step-up 0.9 2.6 2.6 2.6 1.7 — — 4.3 —

Amortization of intangibles 20.4 18.8 8.4 8.3 7.3 4.3 4.4 24.3 20.1

Restructuring and related charges (benefits) including employer payroll taxes 17.3 (0.1) (0.3) (0.2) (0.3) 1.2 — 0.7 13.6

Litigation settlement — — — — — — (1.3) (1.3) —

Total related to Cost of Revenues and Operating Expenses 61.6 60.0 41.1 26.6 39.7 18.2 13.2 97.7 95.2

Non-GAAP measures $ 86.4 $ 71.4 $ 48.7 $ 41.9 $ 48.2 $ 40.4 $ 24.7 $ 155.2 $ 116.0

GAAP Operating Margin 6.1 % 3.1 % 2.5 % 5.3 % 3.0 % 8.2 % 4.8 % 5.3 % 2.1 %

Non-GAAP Operating Margin 21.2 % 19.3 % 16.3 % 14.4 % 16.9 % 14.9 % 10.4 % 14.3 % 11.6 %

VIAVI SOLUTIONS INC.

RECONCILIATION OF GAAP MEASURES FROM CONTINUING OPERATIONS

TO NON-GAAP MEASURES (NEW METHODOLOGY)

(in millions, except per share data)

(unaudited)

Three Months Ended Years Ended

March 28, 2026 December 27, 2026 September 27, 2025 June 28, 2025 March 29, 2025 December 28, 2024 September 28, 2024 June 28, 2025 June 29, 2024

Net Income Net (Loss) Income Net (Loss) Income Net Income Net Income Net Income Net (Loss) Income Net Income Net (Loss) Income

GAAP measures $ 6.4 $ (48.1) $ (21.4) $ 8.0 $ 19.5 $ 9.1 $ (1.8) $ 34.8 $ (25.8)