VIAVI (VIAV) CEO Oleg Khaykin Exercises Awards, Sells $10.7M in Shares

What Happened

Oleg Khaykin, President & CEO of VIAVI Solutions (VIAV), had market‑leveraged stock units (MSUs) convert into common shares on 2026-09-22. A total of 688,308 shares were issued upon conversion (three tranches: 165,909; 285,714; 236,685). To satisfy tax withholding obligations, the company retained (disposed of) 294,941 of those shares at $36.40 per share, resulting in cash value withheld of $10,735,853. There was no exercise price charged for the conversions (reported as $0), and some report lines show the derivative conversion/disposition entries.

Key Details

• Transaction date: 2026-09-22; Form filed 2026-09-23 (filed next day; appears timely).
• Conversion (M): 688,308 shares issued in total (165,909; 285,714; 236,685) at $0 exercise price.
• Tax/payment withholding (F): 294,941 shares withheld/retained by the company at $36.40 = $10,735,853.
• Footnotes: MSUs convert 1:1 on vesting (F1); company retained shares to meet tax withholding, not in excess of tax liability (F2). Vesting reflected tranches from 2023, 2024 and 2025 grants at 150% of target based on TSR (F3, F5, F6). MSUs have no expiration (F4).
• Shares owned after transaction: not specified in the provided filing details.

Context

• These were derivative/unit conversions (MSUs) that vested and converted to shares; the company’s retention of shares to cover taxes is a routine cashless/withholding settlement rather than an open-market sale by the insider.
• The withholding generated the reported "disposed" dollar amounts; this is common for equity awards and does not necessarily signal a change in the insider’s view of the company.