As previously reported, on August 13, 2025, Viavi Solutions Inc. (the "Company") entered into privately negotiated exchange and/or subscription agreements with certain holders of its 1.625% Senior Convertible Notes due 2026 (the "2026 Notes") and certain new investors pursuant to which the Company will issue $250 million aggregate principal amount of its 0.625% Senior Convertible Notes due 2031 (the "New Notes") consisting of (a) approximately $100.9 million principal amount of New Notes in exchange for approximately $97.5 million principal amount of 2026 Notes (the "Exchange Transactions") and (b) approximately $149.1 million principal amount of New Notes for cash (the "Subscription Transactions" and together with the Exchange Transactions, the "Transactions"), in each case, pursuant to exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations thereunder.

The New Notes were offered in the Transactions to investors who represented that they are institutional "accredited investors" within the meaning of Rule 501 of Regulation D under the Securities Act and "qualified institutional buyers" as defined in Rule 144A promulgated under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. Any shares of the Company's common stock that may be issued upon conversion of the New Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. The offer and sale of the New Notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, the New Notes may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

In exchange for issuing New Notes pursuant to the Exchange Transactions, the Company will receive and cancel the exchanged 2026 Notes. The Company will receive gross cash proceeds from the Subscription Transactions of approximately $149.1 million, excluding fees and expenses payable by the Company in connection with the Transactions.

The New Notes may be converted at any time on or prior to the close of business on the business day immediately preceding December 1, 2030, in multiples of $1,000 principal amount, at the option of the holder only upon the occurrence of certain events. During the periods from, and including, December 1, 2030 until the close of business on the business day immediately preceding the maturity date, holders of the New Notes may convert the New Notes at any time. The holders of the New Notes will be entitled to convert the New Notes into cash and shares of the Company's common stock, if any, based upon an initial conversion rate of 72.5295 shares of the Company's common stock per $1,000 principal amount of New Notes (which is equal to an initial conversion price of approximately $13.79 per share of the Company's common stock, representing an approximately 25% conversion premium based on the closing price of $11.03 per share of the Company's common stock on August 13, 2025), subject to adjustment as will be provided for in the Indenture. Initially, a maximum of 22,665,450 shares of the Company's common stock may be issued upon conversion of the New Notes based on the maximum conversion rate for the New Notes, which is subject to customary anti-dilution adjustments.