Vistance Networks, Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)
Documents Filed as Part of this Report:
The following consolidated financial statements of Vistance Networks, Inc. are included under Part II, Item 8:
Reports of Independent Registered Public Accounting Firm
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Statements of Stockholders' Deficit for the Years Ended December 31, 2025, 2024 and 2023
Notes to Consolidated Financial Statements
Financial Statement Schedules
All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
List of Exhibits. See Index of Exhibits included herein.
Index of Exhibits
| Exhibit No. | Description | |
|---|---|---|
| * | 2.1 | Purchase Agreement, dated as of July 18, 2024, by and between Vistance Networks, Inc. (f/k/a CommScope Holding Company, Inc.) and Amphenol Corporation (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2024). |
| * | 2.2 | Purchase Agreement, dated August 3, 2025, by and between Vistance Networks, Inc. (f/k/a CommScope Holding Company, Inc.) and Amphenol Corporation (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36146), filed with the SEC on August 7, 2025). |
| * | 3.1 | Second Amended and Restated Certificate of Incorporation of Vistance Networks, Inc. (f/k/a CommScope Holding Company, Inc.) (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-36146), filed with the SEC on January 15, 2026). |
|---|---|---|
| * | 3.2 | Certificate of Designations Designating Series A Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2019). |
| * | 3.3 | Certificate of Increase of Shares Designated as Series A Convertible Preferred Stock, par value $0.01 (Incorporated by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K (File No. 001-36146), filed with the SEC on February 29, 2024). |
| * | 3.4 | Seventh Amended and Restated By-Laws of Vistance Networks, Inc. (as adopted January 14, 2026) (Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K (File No. 001-36146), filed with the SEC on January 15, 2026). |
| ** | 4.1 | Description of Securities Registered Pursuant to Section 12 of the Exchange Act. |
| * | 10.1 | Form of Long-Term Cash Incentive Award Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 21, 2024).*** |
| * | 10.2 | Form of Success Bonus Agreement between CommScope, LLC and Krista R. Bowen and Charles A. Gilstrap (Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36146), filed with the SEC on October 30, 2025).*** |
| * | 10.3 | Success Bonus Agreement, dated July 22, 2024, between CommScope, LLC and Farid Firouzbakht (Incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-36146), filed with the SEC on August 8, 2024).*** |
| * | 10.4 | Employment Agreement between Charles L. Treadway and CommScope, LLC (f/k/a CommScope, Inc.), dated October 1, 2020 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36146), filed with the SEC on October 1, 2020).*** |
| * | 10.5 | Amendment to Employment Agreement between Charles L. Treadway and CommScope, LLC (f/k/a CommScope, Inc.), dated October 4, 2022 (Incorporated by reference to Exhibit 10.2 of the Registrant’s Annual Report on Form 10-K (File No. 001-36046), filed with the SEC on February 17, 2023).*** |
| * | 10.6 | Employment Agreement between Claudius E. Watts IV and CommScope, LLC (f/k/a CommScope, Inc.), dated October 1, 2020 (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-36146), filed with the SEC on October 1, 2020).*** |
| * | 10.7 | Amendment to Employment Agreement between Claudius E. Watts, IV and CommScope, LLC (f/k/a CommScope, Inc.), dated October 4, 2022 (Incorporated by reference to Exhibit 10.4 of the Registrant’s Annual Report on Form 10-K (File No. 001-36046), filed with the SEC on February 17, 2023).*** |
| * | 10.8 | Form of Severance Protection Agreement among CommScope, LLC (f/k/a CommScope, Inc.) and Kyle D. Lorentzen, Charles A. Gilstrap, Krista R. Bowen, Bartolomeo A. Giordano and Guy Sucharczuk (Incorporated by reference to Exhibit 10.6 of the Registrant’s Annual Report on Form 10-K (File No. 001-36046), filed with the SEC on February 17, 2023).*** |
| * | 10.9 | Severance Protection Agreement between Charles L. Treadway and CommScope, LLC (f/k/a CommScope, Inc.), dated October 4, 2022 (Incorporated by reference to Exhibit 10.7 of the Registrant’s Annual Report on Form 10-K (File No. 001-36046), filed with the SEC on February 17, 2023).*** |
|---|---|---|
| * | 10.10 | Severance Protection Agreement between Claudius E. Watts and CommScope, LLC (f/k/a CommScope, Inc.), dated October 4, 2022 (Incorporated by reference to Exhibit 10.8 of the Registrant’s Annual Report on Form 10-K (File No. 001-36046), filed with the SEC on February 17, 2023).*** |
| * | 10.11 | Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.22 of Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-190354), filed with the SEC on September 12, 2013).*** |
| * | 10.12 | Vistance Networks, Inc. (f/k/a CommScope Holding Company, Inc.) Amended and Restated 2013 Long-Term Incentive Plan (as amended and restated effective February 21, 2017) (Incorporated by reference to Exhibit 10.28 of the Registrant’s Annual Report on Form 10-K (File No. 001-36146), filed with the SEC on February 23, 2017).*** |
| * | 10.13 | Form of Non-Qualified Stock Option Certificate under the Vistance Networks, Inc. (f/k/a CommScope Holding Company, Inc.) 2013 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36146), filed with the SEC on April 30, 2015).*** |
| * | 10.14 | Amendment to Outstanding Options, effective March 7, 2016 (Incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36146), filed with the SEC on April 28, 2016).*** |
| * | 10.15 | Form of Restricted Stock Unit Award Certificate under the Vistance Networks, Inc. (f/k/a CommScope Holding Company, Inc.) 2013 Long-Term Incentive Plan (for grants in 2016 and later) (Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36146), filed with the SEC on April 28, 2016).*** |
| * | 10.16 | Form of Performance Share Unit Award Certificate under the Vistance Networks, Inc. (f/k/a CommScope Holding Company, Inc.) 2013 Long-Term Incentive Plan (for grants in 2016 and later) (Incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36146), filed with the SEC on April 28, 2016).*** |
| * | 10.17 | Form of Non-Qualified Stock Option Certificate under the Vistance Networks, Inc. (f/k/a CommScope Holding Company, Inc.) 2013 Long-Term Incentive Plan (for grants in 2016 and later) (Incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36146), filed with the SEC on April 28, 2016).*** |
| * | 10.18 | Vistance Networks, Inc. (f/k/a CommScope Holding Company, Inc.) Annual Incentive Plan, as amended and restated February 21, 2023. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36046), filed with the SEC on May 4, 2023).*** |
| * | 10.19 | Vistance Networks, Inc. (f/k/a CommScope Holding Company, Inc.) Non-Employee Director Compensation Plan, as amended on February 19, 2019 (Incorporated by reference to Exhibit 10.19 of the Registrant’s Annual Report on Form 10-K (File No. 001-36046), filed with the SEC on February 17, 2023). |
| * | 10.20 | Form of Restricted Stock Unit Award Certificate under the Vistance Networks, Inc. (f/k/a CommScope Holding Company, Inc.) Non-Employee Director Compensation Plan, which is operated as a subplan of the Vistance Networks, Inc. (f/k/a CommScope Holding Company, Inc.) 2019 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.20 of the Registrant’s Annual Report on Form 10-K (File No. 001-36046), filed with the SEC on February 17, 2023). |
| * | 10.21 | Form of Non-Qualified Stock Option Certificate under the Vistance Networks, Inc. (f/k/a CommScope Holding Company, Inc.) Amended and Restated 2013 Long-Term Incentive Plan (for grants to senior executive officers in 2019) (Incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36146), filed with the SEC on August 8, 2019).*** |
| * | 10.22 | Form of Restricted Stock Unit Award Certificate under the Vistance Networks, Inc. (f/k/a CommScope Holding Company, Inc.) Amended and Restated 2019 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (File No. 001-36146), filed with the SEC on October 1, 2020).*** |
| * | 10.23 | Form of Performance Share Unit Award Certificate under the Vistance Networks, Inc. (f/k/a CommScope Holding Company, Inc.) Amended and Restated 2019 Long-Term Incentive Plan (service and average stock price vesting) (Incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K (File No. 001-36146), filed with the SEC on October 1, 2020). *** |
|---|---|---|
| * | 10.24 | Form of Performance Share Unit Award Certificate under the Vistance Networks, Inc. (f/k/a CommScope Holding Company, Inc.) Amended and Restated 2019 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36146), filed with the SEC on May 5, 2022).*** |
| * | 10.25 | Vistance Networks, Inc. (f/k/a CommScope Holding Company, Inc.) Deferred Compensation Plan (as amended and restated effective January 1, 2017) (Incorporated by reference to Exhibit 10.41 of the Registrant’s Annual Report on Form 10-K (File No. 001-36146), filed with the SEC on February 23, 2017).*** |
| * | 10.26 | Vistance Networks, Inc. (f/k/a CommScope Holding Company, Inc.) Amended and Restated 2019 Long-Term Incentive Plan (Incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-265198), filed with the SEC on May 24, 2023).*** |
| * | 18.1 | Preferability Letter from Ernst & Young LLP, Independent Registered Public Accounting Firm (Incorporated by Reference to Exhibit 18.1 of the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36146), filed with the SEC on August 8, 2019). |
| * | 19.1 | Vistance Networks, Inc. (f/k/a CommScope Holding Company, Inc.) Inside Information and Insider Trading Policy, effective May 18, 2023 (including Guidelines for a Rule 10b5-1 Plan) (Incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-36046), filed with the SEC on February 29, 2024). |
| ** | 21.1 | List of Subsidiaries |
| ** | 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm |
| ** | 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a). |
| ** | 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a). |
| ± | 32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32)(ii) of Regulation S-K). |
| * | 97.1 | Vistance Networks, Inc. (f/k/a CommScope Holding Company, Inc.) Compensation Recovery Policy (Incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-36046), filed with the SEC on February 29, 2024). |
| † | 101.INS | Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. |
| † | 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
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- Previously filed
** Filed herewith
*** Management contract or compensatory plan or arrangement.
† In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections.
± In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certification furnished in Exhibit 32.1 hereto is deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certification will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
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