Vistance Networks, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant☒Filed by a Party other than the Registrant☐

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 24, 2025

Dear CommScope Stockholders,

2024 marked a transformational period for CommScope. We strengthened all our business segments, ending the year in a significantly better position than we began. Despite challenging market conditions over the past two years, we have focused on what we can control. I am pleased to report that our hard work and dedication have strategically positioned CommScope for substantial growth in 2025 and beyond as market conditions improve.

Through our CommScope NEXT program, we effectively managed operating costs, improved our debt situation, leveraged our unique R&D strengths, seized strategic advantages in emerging technologies such as GenAI and fiber to the node/curb/building/home (FTTx), and focused on businesses poised to boost future profitability. We experienced significant growth in the data center space, where our fiber infrastructure solutions are well positioned to power the ongoing deployments of the next generation of cloud and hyperscale data centers, including those powering advanced AI applications.

In 2024, CommScope (including the Outdoor Wireless Networks (OWN) segment and Distributed Antenna Systems (DAS) business unit) reported net sales of $5.47 billion, a 5% decrease from the previous year. However, our Adjusted EBITDA for the full year (including OWN and DAS) was $1,095.1 million, reflecting a 10% increase from the prior year. Notably, our 2024 performance was marked by sequential quarterly improvements in Adjusted EBITDA from the first to the fourth quarter. These results underscore general improvement in markets where we compete and our internal focus on performance. CommScope is well positioned to emerge stronger and more innovative as our markets recover.

One of our major achievements in 2024 was the exceptional performance of our Connectivity and Cable Solutions (CCS) business. Our dedication to efficiency, innovative products and solutions, superior service and quality culminated in a robust financial performance throughout the year and contributed significantly to our year-over-year gains in Adjusted EBITDA of $220 million, or 55%.

On the Enterprise side, explosive investment in cloud and hyperscale data centers—including those powering next-generation AI applications—drove remarkable revenue growth, growing our data center business by 73%. Our 2024 investments in additional production capacity positioned us perfectly as a preferred partner for our GenAI data center customers. Consequently, CCS Adjusted EBITDA improved 55% in 2024, and CCS is entering 2025 with significant momentum. I look forward to the team continuing to build on their success in 2024 and drive ongoing growth.

Another noteworthy development in 2024 was the announcement of the sale of our OWN segment and DAS business unit to Amphenol, which closed in January 2025. The $2.1 billion of proceeds from this sale allowed us to pay down debt, and improved our ability to get favorable terms in refinancing and extending of our maturities from 2025 and 2026, to 2029 and 2031. This move has brought greater stability to our day-to-day operations and customers’ confidence in CommScope’s long standing partnership.

As a result of these developments, as well as many others throughout the year, CommScope is well positioned to deliver on customers’ needs for differentiated products and solutions as market conditions improve. The 2025 outlook includes continued large-scale investment in data center infrastructure, which would support continued growth in our CCS business particularly. By continuing to focus on what we can control through our CommScope NEXT program, CommScope enters 2025 ready to build on our 2024 successes and deliver meaningful shareholder value in the coming years.

We deeply appreciate your ongoing support.

Sincerely,

Charles L. Treadway

President and Chief Executive Officer

3642 E. US Highway 70

Claremont, North Carolina 28610

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement and accompanying proxy (Proxy Statement) are being furnished to the stockholders of CommScope Holding Company, Inc., a Delaware corporation (Company or CommScope), in connection with the solicitation of proxies by the Board of Directors of the Company (Board or Board of Directors) for use at the Annual Meeting of Stockholders, and at any adjournment or postponement thereof (Annual Meeting), for the purposes set forth in this Notice of 2025 Annual Meeting of Stockholders.

Time and Date:1:00 p.m., Eastern Time, on Thursday, May 8, 2025.

Access to the Virtual Meeting: The meeting will be hosted at https://web.lumiconnect.com/285972254. The meeting will begin promptly at 1:00 p.m., Eastern Time, and online access will open 15 minutes prior to allow time to login. The log-in password is: commscope2025. You will also need your voter control number, which, if you are a stockholder of record, you can find on your original proxy card or Notice of Internet Availability of Proxy Materials.

If you hold your shares in “street name” through an intermediary, such as a bank or broker, you must register in advance in order to ask questions or vote your shares at the Annual Meeting. In order to register, you must first obtain proof of your proxy power (legal proxy) reflecting the number of shares of CommScope Holding Company, Inc. common stock you held as of the Record Date (as defined herein). You then must submit a request for registration to Equiniti Trust Company, LLC (Equiniti): (1) by email to helpAST@equiniti.com; (2) by facsimile to 718-765-8730; or (3) by mail to Equiniti Trust Company, LLC, Attn: Proxy Tabulation Department, 48 Wall Street, Floor 23, New York, NY 10005. Requests for registration must be labeled as “Legal Proxy,” must include your legal proxy along with your name and email address, and must be received by Equiniti no later than 5:00 p.m., Eastern Time, on May 2, 2025. You will receive a confirmation email from Equiniti of your registration, which will include your voter control number.

Who Can Vote: Only holders of our common stock, par value $0.01 per share (common stock), and shares of Series A Convertible Preferred Stock, liquidation preference $1,000 per share (Series A Convertible Preferred Stock) at the close of business on March 12, 2025 will be entitled to receive notice of, and to vote at, the Annual Meeting.

Proxy Voting: Your Vote is Important. Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares via the Internet, by telephone, or, if you request printed copies of the proxy materials by mail, by signing, dating and returning the enclosed proxy card or voting instruction form will save the expenses and extra work of solicitation. If you request printed copies of the proxy materials by mail and you wish to vote by mail, we have enclosed an envelope, postage prepaid if mailed in the United States. Submitting your proxy now will not prevent you from voting your shares at the meeting, as your proxy is revocable at your option. You may revoke your proxy at any time before it is voted by delivering to the Company a subsequently executed proxy or a written notice of revocation or by voting at the Annual Meeting by following the instructions above under “Access to the Virtual Meeting” and voting your shares virtually via the virtual meeting platform (attendance without casting a ballot will not, by itself, constitute revocation of a proxy).

Items of Business:

The holders of shares of Series A Convertible Preferred Stock will be asked:

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To elect two directors designated by The Carlyle Group (Carlyle), each for a term ending at the 2026 Annual Meeting of Stockholders or until his or her successor is elected and qualified to serve.

The holders of shares of common stock and shares of Series A Convertible Preferred Stock, voting together as a single class, will be asked:

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To elect eight directors to the Board of Directors, each for a term ending at the 2026 Annual Meeting of Stockholders or until his or her successor is elected and qualified to serve;

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To approve, on a non-binding advisory basis, the compensation of our named executive officers (NEOs), as described in this Proxy Statement;

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To approve additional shares under our 2019 Long-Term Incentive Plan;

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To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025; and

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To transact any other business that may properly come before the Annual Meeting.

Proxy Statement and Annual Report: A Notice of Internet Availability of Proxy Materials (Notice) or this Proxy Statement are first being mailed on or about March 25, 2025. Our 2024 Annual Report to Stockholders (the 2024 Annual Report) accompanies but is not part of these proxy materials.

BY ORDER OF THE BOARD OF DIRECTORS,

Sincerely,

Justin C. Choi

Secretary

March 24, 2025

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