VIAVI (VIAV) CEO Oleg Khaykin Exercises Awards, Shares Withheld for Taxes

What Happened

• Oleg Khaykin, President & CEO and Director of VIAVI Solutions (VIAV), had multiple derivative awards convert/vest on 2026-08-28. A total of 342,784 stock units were converted (exercise/conversion, code M) into common shares at $0.00 exercise price. The company withheld 146,884 shares to satisfy tax-withholding obligations (codes F) for a combined cash value of $5,326,573 (three withholdings: 47,395 @ $36.54 = $1,731,813; 54,413 @ $36.54 = $1,988,251; 45,076 @ $35.64 = $1,606,509).
• In addition, Khaykin was granted award units on the same date: 92,963 and 139,444 share units (total 232,407) reported as grants/awards (code A), each with $0.00 purchase price (these are RSU/MSU awards).

Key Details

• Transaction date: August 28, 2026; Form filed August 31, 2026 (filing appears timely).
• Conversion/vesting: 110,606 + 126,984 + 105,194 = 342,784 units converted at $0.00.
• Tax withholding/dispositions: 47,395 shares @ $36.54, 54,413 shares @ $36.54, 45,076 shares @ $35.64; total withheld 146,884 shares for $5,326,573.
• Grants/awards received: 92,963 and 139,444 units (total 232,407), $0.00 exercise price.
• Footnotes: units convert to one share on vesting (F1); shares retained by company to meet tax withholding and not in excess of tax liability (F2); units vest annually in three equal installments (F3); RSUs/MSUs have no expiration dates (F4, F6); see Exhibit 99 for FY27 MSU vesting schedule and terms (F5).
• Shares owned after the transactions: not specified in the provided filing.

Context

• These transactions reflect vesting/conversion of restricted or performance stock units and related withholding to cover taxes rather than open-market sales. The withheld-share disposals (code F) are routine tax-withholding actions, not market sales for cash (they reduce the net shares received).
• Transaction codes: M = exercise/conversion of derivative; F = shares surrendered/withheld to pay tax liabilities; A = grant/award. Such vesting and withholding are common in executive compensation and should be interpreted as routine, not necessarily a signal of the CEO’s view on the stock.