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VIAVI SOLUTIONS INC.

For the period ended Mar 28, 2026. Filed Apr 30, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 28, 2026 · Filed Apr 30, 2026

VIAV$28.47+8.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-12-27; filed 2026-01-29.

0001628280-26-004138

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-28; filed 2026-04-30.

0001628280-26-028926

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 184 previous paragraphs and 184 current paragraphs.

108 unchanged; 58 reworded; 16 added; 17 removed; 1 previous and 2 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (16)

Current report

In 2025, the U.S. administration imposed additional, broad-based tariffs, under the International Emergency Economic Powers Act (IEEPA), which were then struck down by the U.S. Supreme Court as unconstitutional. In 2026, the administration then imposed temporary replacement tariffs. These, and any other tariffs or other trade actions that may be implemented targeting China or other jurisdictions relevant to VIAVI may increase the cost of certain materials and/or products, thereby adversely affecting our profitability. We continue to take actions to optimize our supply chain, control costs and implement pricing actions to mitigate the evolving impact from tariffs.

Current report

•Net revenue of $406.8 million, up $122.0 million or 42.8% year-over-year.

Current report

•GAAP net income of $6.4 million, down $13.1 million or 67.2% year-over-year.

Current report

•Non-GAAP net income of $67.6 million, up $33.7 million or 99.4% year-over-year.

Current report

Three and Nine Months Ended March 28, 2026 and March 29, 2025

Current report

Net revenue increased by $122.0 million, or 42.8%, during the three months ended March 28, 2026 compared to the same period a year ago. Our acquisition of Spirent’s HSE and CE business contributed $54.3 million during the three months ended March 28, 2026. Inertial Labs contributed $22.6 million during the three months ended March 28, 2026 compared to $7.7 million in the same period a year ago. Additionally, we continue to see demand of lab and production and field products driven by the data center ecosystem. OSP performance improved year-over-year driven by anti-counterfeiting and other products and 3D Sensing.

Current report

Net revenue increased by $281.4 million, or 35.4%, during the nine months ended March 28, 2026 compared to the same period a year ago. Our acquisition of Spirent’s HSE and CE business contributed $97.3 million during the nine months ended March 28, 2026. Inertial Labs contributed $62.4 million during the nine months ended March 28, 2026 compared to $7.7 million in the same period a year ago. Additionally, we continue to see demand of lab and production and field products driven by the data center ecosystem. OSP performance improved year-over-year driven by anti-counterfeiting and other products and 3D Sensing.

Current report

Service revenues increased by $6.5 million, or 15.0%, during the three months ended March 28, 2026 compared to the same period a year ago, driven by the acquisition of Spirent’s HSE and CE business which contributed $12.7 million offset by a decline primarily in Wireless during the three months ended March 28, 2026.

Current report

Service revenues increased by $14.4 million, or 11.2%, during the nine months ended March 28, 2026 compared to the same period a year ago, driven by the acquisition of Spirent’s HSE and CE business which contributed $22.8 million offset by a decline primarily in Wireless during the nine months ended March 28, 2026.

Current report

During the three months ended March 28, 2026, the Company made prepayments of $150.0 million under the Term Loan Credit Agreement. The prepayments were accounted for as partial extinguishments, with the carrying amount of the portion of debt prepaid, including the proportionate unamortized debt issuance costs, derecognized. The difference between the reacquisition price and the carrying amount of $3.7 million was recorded as Loss on debt extinguishment in the Consolidated Statements of Operations.

Current report

NSE gross margin increased by 1.4 percentage points during the nine months ended March 28, 2026 to 64.5% from 63.1% in the same period a year ago primarily due to higher volume and favorable product mix.

Current report

OSP operating margin increased by 1.4 percentage points during the three months ended March 28, 2026 to 35.3% from 33.9% in the same period a year ago primarily due to higher volume.

Current report

On March 15, 2026, the outstanding $49.0 million principal amount of the 2026 Notes matured. Nearly all holders of the 2026 Notes chose to convert and the settlement of the conversion resulted in a cash payment of $49.4 million, including $49.0 million in principal and $0.4 million in accrued interest, and the issuance of 1.8 million shares of its common stock for conversion value above par.

Current report

During the third quarter of fiscal 2026, the closing price of the Company’s common stock exceeded 130% of the applicable conversion price of the 2031 Notes, on at least 20 of the last 30 consecutive trading days of the calendar quarter, causing the 2031 Notes to be convertible by their holders for the period April 1, 2026 to June 30, 2026. As a result, the $244.5 million carrying value of the 2031 Notes has been reclassified to short-term debt.
Removed paragraphs (17)

Previous report

The U.S. administration has implemented and could implement further broad-based, updated global tariffs and the situation continues to be dynamic and evolving. As we operate in this challenging environment, we are focused on continuing to deliver our products and services to our customers. Given our global business, tariffs will result in additional cost for us and our suppliers. We continue to take actions to optimize our supply chain, control costs and implement pricing actions to mitigate the evolving impact from tariffs.

Previous report

•Net revenue of $369.3 million, up $98.5 million or 36.4% year-over-year.

Previous report

•GAAP net loss of $48.1 million, down $57.2 million or 628.6% year-over-year.

Previous report

•Non-GAAP net income of $51.5 million, up $22.1 million or 75.2% year-over-year.

Previous report

Three and Six Months Ended December 27, 2025 and December 28, 2024

Previous report

Net revenue increased by $98.5 million, or 36.4%, during the three months ended December 27, 2025 compared to the same period a year ago. Our acquisitions of Spirent’s HSE and CE business and Inertial Labs contributed $43.0 million and $21.1 million, respectively, during the three months ended December 27, 2025. Additionally, we continue to see demand of lab and production and field products driven by the data center ecosystem. OSP performance improved year-over-year driven by anti-counterfeiting and other products.

Previous report

Net revenue increased by $159.4 million, or 31.3%, during the six months ended December 27, 2025 compared to the same period a year ago. Our acquisitions of Spirent’s HSE and CE business and Inertial Labs contributed $43.0 million and $39.8 million, respectively, during the six months ended December 27, 2025. Additionally, we continue to see demand of lab and production and field products driven by the data center ecosystem. OSP performance improved year-over-year driven by anti-counterfeiting and other products.

Previous report

Service revenues increased by $6.9 million, or 15.3%, during the three months ended December 27, 2025 compared to the same period a year ago, driven by a volume increase in NSE. Service revenues from Spirent’s HSE and CE business contributed $10.1 million during the three months ended December 27, 2025.

Previous report

Service revenues increased by $7.9 million, or 9.2%, during the six months ended December 27, 2025 compared to the same period a year ago, driven by a volume increase in NSE. Service revenues from Spirent’s HSE and CE business contributed $10.1 million during the six months ended December 27, 2025.

Previous report

NSE gross margin remained relatively flat with a decrease of 0.1 percentage points during the three months ended December 27, 2025 to 64.7% from 64.8% in the same period a year ago.

Previous report

OSP gross margin remained relatively flat with an increase of 0.2 percentage points during the three months ended December 27, 2025 to 50.8% from 50.6% in the same period a year ago.

Previous report

OSP operating margin increased by 1.0 percentage points during the three months ended December 27, 2025 to 33.4% from 32.4% in the same period a year ago primarily due to higher volume.

Previous report

The 2026 Notes became convertible effective December 15, 2025. On January 12, 2026, the Company delivered notification that upon conversion from note holders, the principal amount will be paid in cash with the remaining amount settled with its shares of common stock.
Reworded paragraphs (58)

Previous wording

•Our expectations related to macro-economic conditions, including the impact of inflation, fiscal tightening at central banks, changes in foreign exchange rates, the risk of increased tensions and trade actions, including global tariffs, ongoing geopolitical tensions including the conflict between Russia and Ukraine, and political instability and economic uncertainty in the Middle East, on our business, operations and financial results.

Current wording

•Our expectations related to macro-economic conditions, including the impact of inflation, fiscal tightening at central banks, changes in foreign exchange rates, the risk of increased tensions and trade actions, including global tariffs, ongoing geopolitical tensions including the conflicts between Russia and Ukraine and in the Middle East, and political instability and economic uncertainty in the Middle East, on our business, operations and financial results.

Previous wording

During the second quarter of fiscal 2026, the NSE business grew year-over-year as a result of our acquisitions of Spirent Communications plc’s (Spirent) high-speed ethernet, network security and channel emulation testing business (collectively, the HSE and CE business) and Inertial Labs, Inc. (Inertial Labs) which contributed net revenues of $43.0 million and $21.1 million, respectively. Additionally, we continue to see demand of lab and production and field products driven by the data center ecosystem. OSP performance improved year-over-year driven by anti-counterfeiting and other products.

Current wording

During the third quarter of fiscal 2026, the NSE business grew year-over-year as a result of our acquisition of Spirent Communications plc’s (Spirent) high-speed ethernet, network security and channel emulation testing business (collectively, the HSE and CE business). Additionally, we continue to see strong demand for lab and production and field products, driven by the data center ecosystem, as well as demand for our aerospace and defense products. OSP performance improved year-over-year driven by anti-counterfeiting and other products (other products include government, industrial and automotive end markets) and 3D Sensing.

Previous wording

As we look forward to the third quarter of fiscal 2026, we expect NSE to be up driven mainly by growth in many of our end markets and the acquisition of Spirent’s HSE and CE business. Our long-term focus remains on executing against our strategic priorities to drive revenue and earnings growth, capture market share and continue to optimize our capital structure. We remain positive on our long-term growth drivers and will continue to focus on executing our strategic priorities over the long-term to:

Current wording

As we look forward to the fourth quarter of fiscal 2026, we expect revenue for VIAVI to be up sequentially driven by continued strength in many of our end markets across NSE and OSP. Our long-term focus remains on executing against our strategic priorities to drive revenue and earnings growth, capture market share and continue to optimize our capital structure. We remain positive on our long-term growth drivers and will continue to focus on executing our strategic priorities over the long-term to:

Previous wording

Second quarter fiscal 2026 results included the following notable items:

Current wording

Third quarter fiscal 2026 results included the following notable items:

Previous wording

•GAAP operating margin of 3.1%, down 510 bps year-over-year.

Current wording

•GAAP operating margin of 6.1%, up 310 bps year-over-year.

Previous wording

•Non-GAAP operating margin of 19.3%, up 440 bps year-over-year.

Current wording

•Non-GAAP operating margin of 21.0%, up 430 bps year-over-year.

Previous wording

•GAAP diluted EPS of $(0.21), down $0.25 or 625.0% year-over-year.

Current wording

•GAAP diluted EPS of $0.03, down $0.06 or 66.7% year-over-year.

Previous wording

•Non-GAAP diluted EPS of $0.22, up $0.09 or 69.2% year-over-year.

Current wording

•Non-GAAP diluted EPS of $0.27, up $0.12 or 80.0% year-over-year.

Previous wording

(1)Included in the three and six months ended December 27, 2025 is $3.5 million of losses on disposal of long-lived assets, $2.1 million charge for restoration services for a VIAVI facility impacted by a fire and other charges unrelated to core operating performance. Included in the six months ended December 28, 2024 is a gain of $0.9 million on the sale of assets previously classified as held for sale and other charges unrelated to core operating performance of $0.5 million.

Current wording

(1)Included in the three months ended March 28, 2026 are charges of $3.9 million related to the write off of property, plant and equipment, $0.3 million of accelerated depreciation and other charges unrelated to core operating performance. In addition, included in the nine months ended March 28, 2026 are $3.5 million of losses on disposal of long-lived assets, $2.1 million charge for restoration services for a VIAVI facility impacted by a fire and other charges unrelated to core operating performance. Included in the nine months ended March 29, 2025 is a gain of $0.9 million on the sale of assets previously classified as held for sale and other charges unrelated to core operating performance.

Previous wording

(2)The Company incurred losses of $38.7 million and $42.5 million for the three and six months ended December 27, 2025, respectively, in connection with the extinguishment of certain 1.625% Senior Convertible Notes.

Current wording

(2)The Company incurred losses of $3.7 million and $46.2 million for the three and nine months ended March 28, 2026, respectively, in connection with the extinguishment of certain 1.625% Senior Convertible Notes and prepayments of the Term Loan B.

Previous wording

The Company provides non-GAAP operating income, non-GAAP operating margin, non-GAAP net income and non-GAAP EPS financial measures as supplemental information regarding the Company’s operational performance and believes providing this additional information allows investors to see Company results through the eyes of management, and better to evaluate more clearly and consistently the Company’s core operational performance and expenses and evaluate the efficacy of the methodology used by management to measure such performance. The Company uses the measures disclosed in this Report to evaluate the Company’s historical and prospective financial performance, as well as its performance relative to its competitors. Specifically, management uses these items to further its own understanding of the Company’s core operating performance, which the Company believes represents its performance in the ordinary, ongoing and customary course of its operations. Accordingly, management excludes from core operating performance items such as those relating to certain purchase price accounting adjustments, amortization of acquisition related intangibles, amortization expense related to acquisition related inventory step-up, stock-based compensation, legal settlements, restructuring, changes in fair value of contingent consideration liabilities, certain investing and acquisition related expenses and other activities and income tax expenses or benefits that management believes are not reflective of such ordinary, ongoing and core operating activities. The non-GAAP adjustments are outlined below.

Current wording

The Company provides non-GAAP operating income, non-GAAP operating margin, non-GAAP net income and non-GAAP EPS financial measures as supplemental information regarding the Company’s operational performance and believes providing this additional information allows investors to see Company results through the eyes of management, to evaluate more clearly and consistently the Company’s core operational performance and expenses and evaluate the efficacy of the methodology used by management to measure such performance. The Company uses the measures disclosed in this Report to evaluate the Company’s historical and prospective financial performance, as well as its performance relative to its competitors. Specifically, management uses these items to further its own understanding of the Company’s core operating performance, which the Company believes represents its performance in the ordinary, ongoing and customary course of its operations. Accordingly, management excludes from core operating performance items such as those relating to certain purchase price accounting adjustments, amortization of acquisition related intangibles, amortization expense related to acquisition related inventory step-up, stock-based compensation, legal settlements, restructuring, changes in fair value of contingent consideration liabilities, certain investing and acquisition related expenses and other activities and income tax expenses or benefits that management believes are not reflective of such ordinary, ongoing and core operating activities. The non-GAAP adjustments are outlined below.

Previous wording

Product revenues increased by $91.6 million, or 40.6%, during the three months ended December 27, 2025 compared to the same period a year ago, driven by volume increases in NSE and OSP. Product revenues from Spirent’s HSE and CE business and Inertial Labs contributed $32.9 million and $21.1 million, respectively, during the three months ended December 27, 2025.

Current wording

Product revenues increased by $115.5 million, or 47.8%, during the three months ended March 28, 2026 compared to the same period a year ago, driven by volume increases in NSE and OSP. Product revenues from Spirent’s HSE and CE business contributed $41.6 million during the three months ended March 28, 2026. Product revenues from Inertial Labs contributed $22.6 million during the three months ended March 28, 2026 compared to $7.7 million in the same period a year ago.

Previous wording

Product revenues increased by $151.5 million, or 35.8%, during the six months ended December 27, 2025 compared to the same period a year ago, driven by volume increases in NSE and OSP. Product revenues from Inertial Labs and Spirent’s HSE and CE business contributed $39.8 million and $32.9 million, respectively, during the six months ended December 27, 2025.

Current wording

Product revenues increased by $267.0 million, or 40.2%, during the nine months ended March 28, 2026 compared to the same period a year ago, driven by volume increases in NSE and OSP. Product revenues from Spirent’s HSE and CE business contributed $74.5 million during the nine months ended March 28, 2026. Product revenues from Inertial Labs contributed $62.4 million during the nine months ended March 28, 2026 compared to $7.7 million in the same period a year ago.

Previous wording

Going forward, we expect to continue to encounter a number of industry and market risks and uncertainties. For example, uncertainty around the timing of our customers’ procurement decisions on infrastructure maintenance and upgrades and decisions on new infrastructure investments or uncertainty about speed of adoption of 5G technology at a commercially viable scale. This may limit our visibility, and consequently, our ability to predict future revenue, seasonality, profitability and general financial performance, which could create period-over-period variability in our financial measures and present foreign exchange rate risks. The recent global tariffs implemented could increase our costs and impact our business.

Current wording

Going forward, we expect to continue to encounter a number of industry and market risks and uncertainties. For example, uncertainty around the timing of our customers’ procurement decisions on infrastructure maintenance and upgrades and decisions on new infrastructure investments or uncertainty about speed of adoption of 5G technology at a commercially viable scale. This may limit our visibility, and consequently, our ability to predict future revenue, seasonality, profitability and general financial performance, which could create period-over-period variability in our financial measures and present foreign exchange rate risks. Global tariffs could increase our costs and impact our business.

Previous wording

Net revenue from customers outside the Americas represented 53.7% and 55.2% of net revenue, respectively, during the three and six months ended December 27, 2025. Net revenue from customers outside the Americas represented 57.1% and 59.8% of net revenue, respectively, during the three and six months ended December 28, 2024.

Current wording

Net revenue from customers outside the Americas represented 55.1% of net revenue during the three and nine months ended March 28, 2026. Net revenue from customers outside the Americas represented 62.0% and 60.6% of net revenue, respectively, during the three and nine months ended March 29, 2025.

Previous wording

Amortization of acquired technologies within Cost of revenues increased $9.2 million or 278.8% and $12.8 million or 193.9% during the three and six months ended December 27, 2025 compared to the same period a year ago. This increase is primarily due to the amortization of intangibles acquired through Spirent’s HSE and CE business and Inertial Labs.

Current wording

Amortization of acquired technologies within Cost of revenues increased $6.9 million or 113.1% and $19.7 million or 155.1% during the three and nine months ended March 28, 2026 compared to the same period a year ago. This increase is primarily due to the amortization of intangibles acquired through Spirent’s HSE and CE business and Inertial Labs.

Previous wording

Gross margin decreased by 2.4 percentage points during the three months ended December 27, 2025 from 59.4% in the same period a year ago to 57.0% in the current period. The decrease was primarily driven by the increase in amortization of intangibles and amortization of acquisition related inventory step-up.

Current wording

Gross margin increased by 1.1 percentage points during the three months ended March 28, 2026 from 56.4% in the same period a year ago to 57.5% in the current period. The increase was primarily driven by the higher volume and favorable product mix in NSE partially offset by unfavorable product mix in OSP and an increase in amortization of intangibles.

Previous wording

Gross margin decreased by 1.5 percentage points during the six months ended December 27, 2025 from 58.3% in the same period a year ago to 56.8% in the current period. The decrease was primarily driven by the increase in amortization of intangibles and amortization of acquisition related inventory step-up, partially offset by higher volume and favorable product mix.

Current wording

Gross margin decreased by 0.5 percentage points during the nine months ended March 28, 2026 from 57.6% in the same period a year ago to 57.1% in the current period. The decrease was primarily driven by the increase in amortization of intangibles and amortization of acquisition related inventory step-up, partially offset by higher volume and favorable product mix.

Previous wording

Research and Development (R&D) expense increased by $13.8 million, or 26.5% during the three months ended December 27, 2025 compared to the same period a year ago. This increase was primarily due to incremental cost from the acquisitions of Spirent’s HSE and CE business and Inertial Labs. As a percentage of net revenue, R&D expense decreased by 1.4 percentage points during the three months ended December 27, 2025 compared to the same period a year ago.

Current wording

Research and Development (R&D) expense increased by $21.0 million, or 42.0%, during the three months ended March 28, 2026 compared to the same period a year ago. This increase was primarily due to incremental cost from the acquisitions of Spirent’s HSE and CE business and Inertial Labs. As a percentage of net revenue, R&D expense decreased by 0.1 percentage points during the three months ended March 28, 2026 compared to the same period a year ago.

Previous wording

R&D expense increased by $20.4 million, or 20.1% during the six months ended December 27, 2025 compared to the same period a year ago. This increase was primarily due to incremental cost from the acquisitions of Spirent’s HSE and CE business and Inertial Labs. As a percentage of net revenue, R&D expense decreased by 1.7 percentage points during the six months ended December 27, 2025 compared to the same period a year ago.

Current wording

R&D expense increased by $41.4 million, or 27.3%, during the nine months ended March 28, 2026 compared to the same period a year ago. This increase was primarily due to incremental cost from the acquisitions of Spirent’s HSE and CE business and Inertial Labs. As a percentage of net revenue, R&D expense decreased by 1.2 percentage points during the nine months ended March 28, 2026 compared to the same period a year ago.

Previous wording

Selling, General and Administrative (SG&A) expense increased by $42.8 million, or 50.8%, during the three months ended December 27, 2025 compared to the same period a year ago. This increase was primarily due to the change in fair value of acquisition related contingent consideration, incremental cost from the acquisitions of Spirent’s HSE and CE business and Inertial Labs and higher acquisition and integration related charges. As a percentage of net revenue, SG&A expense increased 3.3 percentage points during the three months ended December 27, 2025 compared to the same period a year ago.

Current wording

Selling, General and Administrative (SG&A) expense increased by $12.3 million, or 12.1%, during the three months ended March 28, 2026 compared to the same period a year ago. This increase was primarily due to the incremental cost from the acquisitions of Spirent’s HSE and CE business and Inertial Labs partially offset by lower acquisition and integration related charges. As a percentage of net revenue, SG&A expense decreased 7.7 percentage points during the three months ended March 28, 2026 compared to the same period a year ago.

Previous wording

SG&A expense increased by $72.9 million, or 46.0%, during the six months ended December 27, 2025 compared to the same period a year ago. This increase was primarily due to the change in fair value of acquisition related contingent consideration, incremental cost from the acquisitions of Spirent’s HSE and CE business and Inertial Labs and higher acquisition and integration related charges. As a percentage of net revenue, SG&A expense increased 3.5 percentage points during the six months ended December 27, 2025 compared to the same period a year ago.

Current wording

SG&A expense increased by $85.2 million, or 32.8%, during the nine months ended March 28, 2026 compared to the same period a year ago. This increase was primarily due the incremental cost from the acquisitions of Spirent’s HSE and CE business and Inertial Labs and the change in fair value of acquisition related contingent consideration. As a percentage of net revenue, SG&A expense decreased 0.6 percentage points during the nine months ended March 28, 2026 compared to the same period a year ago.

Previous wording

Amortization of intangibles within Operating expenses increased $5.3 million or 530.0% and $5.7 million or 271.4% during the three and six months ended December 27, 2025 compared to the same period a year ago. This increase is primarily due to the amortization of intangibles acquired through Spirent’s HSE and CE business and Inertial Labs, partially offset by certain intangibles becoming fully amortized.

Current wording

Amortization of intangibles within Operating expenses increased $6.2 million or 516.7% and $11.9 million or 360.6% during the three and nine months ended March 28, 2026 compared to the same period a year ago. This increase is primarily due to the amortization of intangibles acquired through Spirent’s HSE and CE business and Inertial Labs, partially offset by certain intangibles becoming fully amortized.

Previous wording

During the fourth quarter of fiscal 2024, management approved a restructuring and workforce reduction plan (the Fiscal 2024 Plan) across various functions intended to improve operational efficiencies and better align the Company’s workforce with current business needs. The Company expects approximately 7% of its global workforce to be affected, impacting both segments and corporate functions. We estimate annualized gross cost savings of approximately $25.0 million excluding any one-time charges as a result of the restructuring activities initiated under the Fiscal 2024 Plan. The Company anticipates the Fiscal 2024 Plan to be substantially complete by the end of the third quarter of fiscal 2026.

Current wording

During the fourth quarter of fiscal 2024, management approved a restructuring and workforce reduction plan (the Fiscal 2024 Plan) across various functions intended to improve operational efficiencies and better align the Company’s workforce with current business needs. The Company expects approximately 7% of its global workforce to be affected, impacting both segments and corporate functions. We estimate annualized gross cost savings of approximately $25.0 million excluding any one-time charges as a result of the restructuring activities initiated under the Fiscal 2024 Plan. The Company anticipates the Fiscal 2024 Plan will be complete by the end of fiscal 2026.

Previous wording

As of December 27, 2025, our total restructuring accrual was $2.1 million.

Current wording

As of March 28, 2026, our total restructuring accrual was $16.5 million.

Previous wording

During the three and six months ended December 27, 2025, the Company recorded restructuring benefits of $0.1 million and $0.4 million, respectively, related to the Fiscal 2024 Plan. During the three and six months ended December 28, 2024, the Company recorded restructuring charges of $1.2 million and $1.4 million, respectively, related to the Fiscal 2024 Plan. During the six months ended December 27, 2024, the Company recorded restructuring benefits of $0.2 million related to the Fiscal 2023 Plan.

Current wording

During the three and nine months ended March 28, 2026, the Company recorded restructuring charges of $17.4 million of employee severance, benefits and outplacement costs related to the Fiscal 2026 Plan. During the three and nine months ended March 28, 2026, the Company recorded restructuring benefits of $0.1 million and $0.5 million, respectively, related to the Fiscal 2024 Plan. During the three and nine months ended March 29, 2025, the Company recorded restructuring benefits of $0.3 million and charges of $1.1 million, respectively, related to the Fiscal 2024 Plan. During the nine months ended March 29, 2025, the Company recorded a restructuring benefit of $0.2 million related to the Fiscal 2023 Plan.

Previous wording

We estimate future cash payments of $2.1 million under the Fiscal 2024 Plan, funded by operating cash flow.

Current wording

We estimate future cash payments of $16.3 million and $0.2 million under the Fiscal 2026 Plan and Fiscal 2024 Plan, respectively, funded by operating cash flow.

Previous wording

During the six months ended December 27, 2025, the Company entered into separate privately-negotiated agreements with certain holders of its 2026 Notes. The Company issued 7.9 million shares of its common stock for $103.5 million principal amount of the 2026 Notes. The Company also issued $100.9 million aggregate principal amount of 0.625% Senior Convertible Notes due 2031 (2031 Notes) to certain holders of the 2026 Notes in exchange for $97.5 million principal amount of the 2026 Notes. These exchange transactions were accounted for as extinguishments which resulted in the write-off of unamortized debt discount and issuance costs of $1.6 million on the extinguished notes. Accrued interest of $0.7 million on the 2026 Notes was included in the exchange for the 2031 Notes. The total loss from the exchanges was $42.5 million recorded as Loss on convertible note extinguishment in the Consolidated Statements of Operations.

Current wording

During the nine months ended March 28, 2026, Company made prepayments of $150.0 million under the Term Loan Credit Agreement. The prepayments were accounted for as partial extinguishments, with the carrying amount of the portion of debt prepaid, including the proportionate unamortized debt issuance costs, derecognized. The Company also entered into separate privately-negotiated agreements with certain holders of its 1.625% Senior Convertible Notes due 2026 (2026 Notes). The Company issued 7.9 million shares of its common stock for $103.5 million principal amount of the 2026 Notes in December 2025. The Company issued $100.9 million aggregate principal amount of its 0.625% Senior Convertible Notes due 2031 (2031 Notes) to certain holders of the 2026 Notes in exchange for $97.5 million principal amount of the 2026 Notes in August 2025. These 2026 Notes exchange transactions were accounted for as extinguishments which resulted in the write-off of unamortized debt discount and issuance costs of $1.6 million on the extinguished notes. Accrued interest of $0.7 million on the 2026 Notes was included in the exchange for the 2031 Notes. The total loss from these extinguishments was $46.2 million recorded as Loss on debt extinguishment in the Consolidated Statements of Operations.

Previous wording

Interest and other income, net, remained flat at $3.9 million during the three months ended December 27, 2025 and December 28, 2024, with increase in interest income during the current period due to higher cash balance largely offset by an unfavorable foreign exchange impact as the balance sheet hedging program provided a less favorable offset to the remeasurement of underlying foreign exchange exposures during the current period.

Current wording

Interest and other income, net, was $7.0 million during the three months ended March 28, 2026 compared to $2.2 million during the same period a year ago. This $4.8 million change was primarily driven by an increase in other income related to an adjustment to a financing obligation, an increase in interest income due to higher cash balance and favorable foreign exchange impact as the balance sheet hedging program provided more favorable offset to the remeasurement of underlying foreign exchange exposures during the current period.

Previous wording

Interest and other income, net, was $5.2 million during the six months ended December 27, 2025 compared to $7.1 million during the same period a year ago. This $1.9 million decrease was primarily driven by an unfavorable foreign exchange impact as the balance sheet hedging program provided a less favorable offset to the remeasurement of underlying foreign exchange exposures during the current period.

Current wording

Interest and other income, net, was $12.2 million during the nine months ended March 28, 2026 compared to $9.3 million during the same period a year ago. This $2.9 million change was primarily driven by an increase in other income related to an adjustment to a financing obligation, an increase in interest income due to higher cash balance offset by an unfavorable foreign exchange impact as the balance sheet hedging program provided a less favorable offset to the remeasurement of underlying foreign exchange exposures during the current period.

Previous wording

Interest expense increased by $7.8 million, or 104.0% during the three months ended December 27, 2025 compared to the same period a year ago. This increase was primarily a result of entering into the Term Loan B with high interest rate and additional amortization of debt issuance costs in the current period partially offset by a decrease in the accretion of debt discount on the 2026 Notes as a result of the debt extinguishments.

Current wording

Interest expense increased by $6.8 million, or 90.7%, during the three months ended March 28, 2026 compared to the same period a year ago. This increase was primarily a result of higher outstanding debt with higher average interest rates as a result of the issuance of Term Loan B and additional amortization of debt issuance costs in the current period partially offset by a decrease in the accretion of debt discount on the 2026 Notes as a result of the debt extinguishments as well as settlement at maturity during the current period.

Previous wording

Interest expense increased by $7.7 million, or 51.3% during the six months ended December 27, 2025 compared to the same period a year ago. This increase was primarily a result of entering into the Term Loan B with high interest rate and additional amortization of debt issuance costs in the current period partially offset by a decrease in the accretion of debt discount on the 2026 Notes as a result of the debt extinguishments.

Current wording

Interest expense increased by $14.5 million, or 64.4%, during the nine months ended March 28, 2026 compared to the same period a year ago. This increase was primarily a result of higher outstanding debt with higher average interest rates as a result of the issuance of Term Loan B and additional amortization of debt issuance costs in the current period partially offset by a decrease in the accretion of debt discount on the 2026 Notes as a result of the debt extinguishments as well as settlement at maturity during the current period.

Previous wording

We recorded an income tax provision of $9.7 million and $28.7 million for the three and six months ended December 27, 2025, respectively. We recorded an income tax provision of $9.5 million and $18.5 million for the three and six months ended December 28, 2024, respectively.

Current wording

We recorded an income tax provision of $7.4 million and $36.1 million for the three and nine months ended March 28, 2026, respectively. We recorded an income tax benefit of $16.3 million and an income tax provision of $2.2 million for the three and nine months ended March 29, 2025, respectively.

Previous wording

The income tax provision for the three and six months ended December 27, 2025 and December 28, 2024, primarily relates to income tax in certain foreign jurisdictions based on our forecasted pre-tax income or loss. The income tax provision for the six months ended December 27, 2025, also includes a $9.7 million provision related to a revaluation of our deferred tax assets due to a change in the German corporate income tax rate.

Current wording

The income tax provision for the three and nine months ended March 28, 2026, primarily relates to income tax in certain foreign jurisdictions based on our forecasted pre-tax income and the revaluation of German deferred tax assets. The income tax benefit for the three months and the income tax provision for the nine months ended March 29, 2025, primarily relates to the release of valuation allowance related to our acquisition of Inertial labs and income tax in certain foreign and state jurisdictions based on our forecasted pre-tax income or loss.

Previous wording

The income tax provision recorded differs from the expected tax provision that would be calculated by applying the federal statutory rate to our income from continuing operations before taxes primarily due to changes in the valuation allowance for deferred taxassets attributable to our domestic and foreign income from continuing operations.

Current wording

The income tax provision recorded differs from the expected tax provision that would be calculated by applying the federal statutory rate to our income from continuing operations before taxes primarily due to changes in the valuation allowance for deferred taxassets attributable to our domestic and foreign income from continuing operations and revaluation of the German deferred tax assets.

Previous wording

Asof December 27, 2025 and June 28, 2025, our unrecognized tax benefits (net of Federal benefits) totaled $42.8 million and $42.4 million, respectively, and are included in deferred taxes and other non-current tax liabilities. We had $3.6 million accrued for the payment of interest and penalties as of December 27, 2025. The timing and resolution of income tax examinations are uncertain, and the amounts ultimately paid, if any, upon resolution of issues raised by the taxing authorities maydiffer from the amounts accrued for each year. Although we do not expect that our balance of gross unrecognized taxbenefits will change materially in the next 12 months, given the uncertainty in the development of ongoing income tax examinations, we are unable to estimate the full range of possible adjustments to this balance.

Current wording

Asof March 28, 2026 and June 28, 2025, our unrecognized tax benefits (net of Federal benefits) totaled $42.9 million and $42.4 million, respectively, and are included in deferred taxes and other non-current tax liabilities. We had $3.5 million accrued for the payment of interest and penalties as of March 28, 2026. The timing and resolution of income tax examinations are uncertain, and the amounts ultimately paid, if any, upon resolution of issues raised by the taxing authorities maydiffer from the amounts accrued for each year. Although we do not expect that our balance of gross unrecognized taxbenefits will change materially in the next 12 months, given the uncertainty in the development of ongoing income tax examinations, we are unable to estimate the full range of possible adjustments to this balance.

Previous wording

NSE net revenue increased by $91.6 million, or 45.8%, during the three months ended December 27, 2025 compared to the same period a year ago, primarily driven by higher volume in Lab and Production ($41.3 million contributed by our acquisition of Spirent’s HSE business), Fiber and Access Solutions and Aerospace and Defense ($21.1 million contributed by our acquisition of Inertial Labs), partially offset by lower volume in Wireless.

Current wording

NSE net revenue increased by $113.3 million, or 54.4%, during the three months ended March 28, 2026 compared to the same period a year ago, primarily driven by higher volume in Lab and Production ($52.5 million contributed by our acquisition of Spirent’s HSE business), Aerospace and Defense ($22.6 million contributed by Inertial Labs during the three months ended March 28, 2026 compared to $7.7 million in the same period a year ago) and Fiber and Access Solutions, partially offset by lower volume in Wireless.

Previous wording

NSE net revenue increased by $148.2 million, or 41.2%, during the six months ended December 27, 2025 compared to the same period a year ago, primarily driven by higher volume in Lab and Production ($41.3 million contributed by our acquisition of Spirent’s HSE business), Aerospace and Defense ($39.8 million contributed by our acquisition of Inertial Labs) and Fiber and Access Solutions, partially offset by lower volume in Wireless.

Current wording

NSE net revenue increased by $261.5 million, or 46.1%, during the nine months ended March 28, 2026 compared to the same period a year ago, primarily driven by higher volume in Lab and Production ($93.8 million contributed by our acquisition of Spirent’s HSE business), Aerospace and Defense ($62.4 million contributed by Inertial Labs during the nine months ended March 28, 2026 compared to $7.7 million in the same period a year ago) and Fiber and Access Solutions, partially offset by lower volume in Wireless.

Previous wording

NSE gross margin increased by 0.9 percentage points during the six months ended December 27, 2025 to 64.0% from 63.1% in the same period a year ago primarily due to higher volume and favorable product mix.

Current wording

NSE gross margin increased by 2.2 percentage points during the three months ended March 28, 2026 to 65.3% from 63.1% in the same period a year ago primarily due to higher volume and favorable product mix.

Previous wording

NSE operating margin increased by 6.9 percentage points during the three months ended December 27, 2025 to 15.6% from 8.7% in the same period a year ago primarily due to higher volume resulting in operating leverage.

Current wording

NSE operating margin increased by 6.8 percentage points during the three months ended March 28, 2026 to 17.2% from 10.4% in the same period a year ago primarily due to higher volume resulting in operating leverage.

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Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

During the third quarter of fiscal 2026, management approved a restructuring and workforce reduction plan (the Fiscal 2026 Plan) across our NSE and OSP segments and Corporate functions intended to improve operational efficiencies, better align the Company’s workforce with current business needs and strategic growth opportunities and includes integration of recently acquired businesses. The Fiscal 2026 Plan includes a global workforce reduction, facilities rationalization and asset write-offs. The Company expects approximately 5% of its global workforce to be affected. We estimate annualized gross cost savings of approximately $30.0 million upon completion of the Fiscal 2026 plan, excluding any one-time charges as a result of the restructuring activities. The Company anticipates the Fiscal 2026 Plan to be substantially complete by the end of calendar year 2026.

Current report — wording carried from elsewhere

OSP gross margin decreased by 1.5 percentage points during the nine months ended March 28, 2026 to 51.1% from 52.6% in the same period a year ago primarily due to unfavorable product mix.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

During the three months ended December 27, 2025, the Company entered into separate privately-negotiated agreements with certain holders of its 1.625% Senior Convertible Notes due 2026 (2026 Notes). The Company issued 7.9 million shares of its common stock in exchange for $103.5 million principal amount of the 2026 Notes. This exchange transaction was accounted for as a debt extinguishment which resulted in the write-off of unamortized debt discount and issuance costs of $0.5 million on the extinguished notes. The total loss from the exchange was $38.7 million recorded as Loss on convertible note extinguishment in the Consolidated Statements of Operations.