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Viavi Solutions Inc美股招股说明书(2026-05-20版)

2026-05-20 美股招股说明书 陈曦
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VIAVI SOLUTIONS INC. Common Stock We are offering 11,111,111 shares of our common stock pursuant to this prospectus supplement and theaccompanying prospectus. Our common stock is traded on the Nasdaq Global Select Market under the symbol“VIAV”. The closing price of our common stock on May 18, 2026 was $49.75 per share. (1)For additional information regarding underwriting compensation, see “Underwriting.” We have granted the underwriters an option to purchase 1,666,666 additional shares of our common stock at thepublic offering price, within 30 days from the date of this prospectus supplement. INVESTING IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS AND UNCERTAINTIES.YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES REFERRED TO UNDERTHE HEADING “RISK FACTORS” BEGINNING ON PAGE S-3OF THIS PROSPECTUSSUPPLEMENT, AS WELL AS THE OTHER INFORMATION CONTAINED OR INCORPORATED BYREFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS,BEFORE MAKING A DECISION TO INVEST IN OUR COMMON STOCK. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement orthe accompanying prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock against payment on or about May21, 2026. Needham & Company UBS Investment Bank RosenblattBMO Capital Markets The date of this prospectus supplement is May 19, 2026 Table of Contents Prospectus supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-4USE OF PROCEEDSS-6CAPITALIZATIONS-7UNDERWRITINGS-8LEGAL MATTERSS-18EXPERTSS-18WHERE YOU CAN FIND MORE INFORMATIONS-19INCORPORATION BY REFERENCES-20 Prospectus PageABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2VIAVI SOLUTIONS INC.2RISK FACTORS3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS6SELLING SECURITY HOLDERS7PLAN OF DISTRIBUTION8DESCRIPTION OF CAPITAL STOCK10DESCRIPTION OF OTHER SECURITIES13FORM OF SECURITIES14LEGAL MATTERS16EXPERTS16WHERE YOU CAN FIND MORE INFORMATION17INCORPORATION BY REFERENCE17 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of an automatic shelf registration statement that we filed with the U.S.Securitiesand Exchange Commission (the “SEC”) as a “well-known seasoned issuer” as defined in Rule405 under theSecurities Act of 1933, as amended (the “Securities Act”). Under this automatic shelf registration process, we mayoffer shares of our common stock from time to time under this prospectus supplement and on terms to be determinedby market conditions at the time of the offering. Before buying any of the common stock that we are offering, weurge you to carefully read this prospectus supplement, together with the information incorporated by reference asdescribed under the headings “Where You Can Find More Information” and “Incorporation By Reference” in thisprospectus supplement. These documents contain important information that you should consider when making yourinvestment decision. This document consists of two parts. The first part is this prospectus supplement, which describes the specific termsof this offering and also adds to and updates the information contained in the accompanying prospectus and thedocuments incorporated by reference into this prospectus supplement and the accompanying prospectus. The secondpart, the accompanying prospectus, gives more general information, some of which may not apply to this offering.To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand,and the information contained in the accompanying prospectus or any document incorporated by reference, on theother hand, you should rely on the information in this prospectus supplement. Generally, when we refer to theprospectus, we are referring to this prospectus supplement and the accompanying prospectus combined. We have not, and the underwriters have not, authorized anyone else to provide you with information that is inaddition to or different from that contained or incorporated by reference in this prospectus supplement and theaccompanying prospectus, along with the information contained in any permitted free writing prospectuses we haveauthorized for use in connection with this offering. We take, and the underwriters take, no responsibility for, and canprovide no assurance as to the reliability of, any other information that others may give you. Neither this prospectussupplement nor the accompanying prospectus nor any related issuer free writing prospectus shall constitute an offerto sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is unlawful for such personto make such an offering or solicitation. You should not assume that the information contained i