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):

Richardson, Texas 75082

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement and accompanying proxy (Proxy Statement) are being furnished to the stockholders of Vistance Networks, Inc., a Delaware corporation (Company or Vistance Networks), 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 2026 Annual Meeting of Stockholders.

Time and Date:1:00 p.m., Eastern Time, on Thursday, May 7, 2026.

Access to the Virtual Meeting: The meeting will be hosted athttps://edge.media-server.com/mmc/p/b9rwqxpm. 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: vistance2026. 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 Vistance Networks, 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 proxy@equiniti.com; (2) by facsimile to 718-765-8730; or (3) by mail to Equiniti Trust Company, LLC, Attn: Proxy Tabulation Department, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120. 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 1, 2026. 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) at the close of business on March 11, 2026 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 common stock as of the record date will be asked:

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To elect eight directors to the Board of Directors, each for a term ending at the 2027 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 vote, on a non-binding advisory basis, on the frequency of future advisory votes on the compensation of our NEOs;

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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 2026; 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 24, 2026. Our 2025 Annual Report to Stockholders (the 2025 Annual Report) accompanies but is not part of these proxy materials.

BY ORDER OF THE BOARD OF DIRECTORS,

Sincerely,

Krista R. Bowen

Secretary

March 23, 2026

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