Vistance Networks, Inc 8-K, filed Nov 5, 2026

Vistance Networks, Inc. (VISN)

8-K 2026-11-05 For: 2026-11-05

Added on November 05, 2026

About this 8-K

Vistance Networks, Inc filed this 8-K on November 5, 2026.

Vistance Networks revised adjusted EBITDA guidance to $180 million to $200 million as customer demand moved into 2027. It reported Q3 net sales of $319.7 million and adjusted EBITDA of $56.6 million, and authorized an additional $100 million share repurchase. AI summary

Items reported

Item 2.02: Financial results
Item 8.01: Other events
Item 9.01: Financial statements and exhibits

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Delaware	001-36146	27-4332098
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2601 Telecom Parkway Richardson, Texas		75082
(Address of Principal Executive Offices)		(Zip Code)


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Exhibit.		Description.
99.1		Vistance Networks, Inc. press release, dated November 5, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).


Dated: November 5, 2026		Vistance Networks, Inc.

	By:	/s/ Kyle D. Lorentzen
		Name:	Kyle D. Lorentzen
		Title:	Executive Vice President and
			Chief Financial Officer


Summary of Consolidated Results
	Q3		Q3			% Change
	2026		2025			YOY
	(in millions, except per share amounts)
Net sales	$	319.7	$	337.8			(5.4	)%
GAAP income (loss) from continuing operations		54.7		(18.9	)	NM
GAAP income (loss) from continuing operations per diluted share		0.24		(0.16	)	NM
Non-GAAP adjusted EBITDA (1)		56.6		24.8			128.2
Aurora operating income		23.0		25.5			(9.8	)
Aurora non-GAAP adjusted EBITDA (1) (2)		56.8		54.1			5.0
Non-GAAP adjusted net income per diluted share (1)		0.23		0.06			283.3

NM – Not meaningful
(1) See “Non-GAAP Financial Measures” below.
(2) Reflects the results of Aurora, our reportable segment, which represent substantially all of our net sales and exclude general corporate costs that were previously allocated to the divested RUCKUS and CCS segments because they were not directly attributable to the divested segments.


					% Change
	Q3 2026		Q3 2025		YOY
United States	$	252.9	$	274.6		(7.9	)	%
Europe, Middle East and Africa		26.6		15.2		75.0
Asia Pacific		18.5		16.6		11.4
Caribbean and Latin America		10.3		16.3		(36.8	)
Canada		11.4		15.1		(24.5	)
Total net sales	$	319.7	$	337.8		(5.4	)	%


Vistance Networks, Inc.
Condensed Consolidated Statements of Operations
(Unaudited -- In millions, except per share amounts)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2026			2025			2026			2025
Net sales	$	319.7		$	337.8		$	937.7		$	897.5
Cost of sales		207.3			217.4			596.2			527.2
Gross profit		112.4			120.4			341.5			370.3
Transition service agreement income		7.6			8.6			9.2			27.6
Operating expenses:
Selling, general and administrative		48.6			74.8			168.3			222.0
Research and development		27.4			42.6			91.1			124.7
Amortization of purchased intangible assets		19.0			21.6			59.6			66.8
Restructuring costs, net		2.1			1.6			17.2			13.1
Other		—			(0.1	)		—			4.8
Total operating expenses		97.1			140.5			336.2			431.4
Operating income (loss)		22.9			(11.5	)		14.5			(33.5	)
Other income (expense), net		(0.2	)		0.1			3.2			(6.2	)
Interest expense		(0.9	)		—			(1.7	)		—
Interest income		12.9			3.9			39.1			11.4
Income (loss) from continuing operations before income taxes		34.7			(7.5	)		55.1			(28.3	)
Income tax (expense) benefit		20.0			(11.4	)		42.3			347.8
Income (loss) from continuing operations		54.7			(18.9	)		97.4			319.5
Income from discontinued operations, net of income tax expense of $300.9, $27.9, $1,474.7 and $478.1, respectively		975.9			127.3			6,736.3			604.7
Net income		1,030.6			108.4			6,833.7			924.2
Series A convertible preferred stock dividends		—			(17.3	)		(1.7	)		(51.3	)
Deemed dividend on redemption of Series A convertible preferred stock		0.1			—			(11.8	)		—
Net income attributable to common stockholders	$	1,030.7		$	91.1		$	6,820.2		$	872.9

Basic:
Earnings (loss) from continuing operations per share	$	0.24		$	(0.16	)	$	0.37		$	1.23
Earnings from discontinued operations per share		4.35			0.57			29.85			2.76
Earnings per share	$	4.59		$	0.41		$	30.22		$	3.99

Diluted:
Earnings (loss) from continuing operations per share	$	0.24		$	(0.16	)	$	0.36		$	1.17
Earnings from discontinued operations per share		4.30			0.57			29.12			2.20
Earnings per share	$	4.54		$	0.41		$	29.48		$	3.37

Weighted average shares outstanding:
Basic		224.7			221.5			225.7			218.7
Diluted (a)		226.9			221.5			231.3			274.1
(a) Calculation of diluted earnings per share:
Net income attributable to common stockholders (basic and diluted)	$	1,030.7		$	91.1		$	6,820.2		$	872.9

Weighted average shares (basic)		224.7			221.5			225.7			218.7
Dilutive effect of equity-based awards		2.2			—			5.6			10.2
Dilutive effect of as-if converted Series A convertible preferred stock		—			—			—			45.2
Denominator (diluted)		226.9			221.5			231.3			274.1

See notes to unaudited condensed consolidated financial statements included in our Form 10-Q.


Vistance Networks, Inc.
Condensed Consolidated Balance Sheets
(In millions, except share amounts)

	Unaudited September 30, 2026			December 31, 2025
Assets
Cash and cash equivalents	$	683.1		$	613.5
Accounts receivable, net of allowance for credit losses of $0.5 and $1.2, respectively		290.0			273.4
Inventories, net		357.8			238.7
Prepaid expenses and other current assets		89.6			46.0
Current assets held for sale		—			4,624.6
Total current assets		1,420.5			5,796.2
Property, plant and equipment, net of accumulated depreciation of $129.7 and $134.7, respectively		44.6			50.3
Goodwill		268.7			268.7
Other intangible assets, net		659.3			719.1
Deferred income taxes		305.6			1,722.3
Other noncurrent assets		119.8			118.4
Noncurrent assets held for sale		—			696.0
Total assets	$	2,818.5		$	9,371.0
Liabilities and Stockholders' Equity (Deficit)
Accounts payable	$	178.8		$	161.4
Accrued and other liabilities		176.0			306.7
Current liabilities held for sale		—			1,027.4
Total current liabilities		354.8			1,495.5
Long-term debt		—			7,260.2
Deferred income taxes		64.4			67.3
Other noncurrent liabilities		165.7			153.4
Noncurrent liabilities held for sale		—			120.0
Total liabilities		584.9			9,096.4
Commitments and contingencies
Series A convertible preferred stock, $0.01 par value		—			1,278.7
Stockholders' equity (deficit):
Preferred stock, $0.01 par value: Authorized shares: 200,000,000;
Issued and outstanding shares: None and 1,278,653, respectively, Series A convertible preferred stock		—			—
Common stock, $0.01 par value: Authorized shares: 1,300,000,000; Issued and outstanding shares: 212,979,678 and 223,260,316, respectively		2.5			2.4
Additional paid-in capital		2,511.6			2,487.9
Retained earnings (accumulated deficit)		259.3			(3,040.8	)
Accumulated other comprehensive income (loss)		1.4			(118.7	)
Treasury stock, at cost: 39,678,750 shares and 18,665,426 shares, respectively		(541.2	)		(334.9	)
Total stockholders' equity (deficit)		2,233.6			(1,004.1	)
Total liabilities and stockholders' equity (deficit)	$	2,818.5		$	9,371.0

See notes to unaudited condensed consolidated financial statements included in our Form 10-Q.


Vistance Networks, Inc.
Condensed Consolidated Statements of Cash Flows (1)
(Unaudited -- In millions)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2026			2025			2026			2025
Operating Activities:
Net income	$	1,030.6		$	108.4		$	6,833.7		$	924.2
Adjustments to reconcile net income to net cash generated by (used in) operating activities:
Depreciation and amortization		22.2			74.7			84.7			227.9
Equity-based compensation		7.6			10.7			23.7			27.3
Deferred income taxes		154.8			31.4			1,390.8			32.7
(Gain) loss on disposal of discontinued operations		(1,256.4	)		0.2			(8,265.7	)		(869.0	)
Noncash write-off of unamortized DFF and OID		0.5			—			101.8			—
Changes in assets and liabilities:
Accounts receivable		(5.0	)		(108.8	)		(45.0	)		(347.3	)
Inventories		(43.9	)		22.5			(159.9	)		(67.5	)
Prepaid expenses and other assets		141.8			(72.8	)		(42.8	)		(148.9	)
Accounts payable and other liabilities		(109.1	)		82.3			(292.1	)		208.2
Other		(0.6	)		2.8			13.9			54.0
Net cash generated by (used in) operating activities		(57.5	)		151.4			(356.9	)		41.6
Investing Activities:
Additions to property, plant and equipment		(0.2	)		(16.4	)		(4.4	)		(44.5	)
Proceeds from sale of property, plant and equipment		—			—			—			10.0
Net proceeds from divestitures		1,868.1			0.1			12,409.8			2,041.9
Other		1.9			—			1.9			—
Net cash generated by (used in) investing activities		1,869.8			(16.3	)		12,407.3			2,007.4
Financing Activities:
Long-term debt repaid		—			—			(7,370.8	)		(2,049.0	)
Long-term debt proceeds		—			—			—			50.0
Debt issuance costs		(0.7	)		—			(3.3	)		(5.7	)
Redemption of Series A convertible preferred stock		—			—			(1,278.7	)		—
Special distributions paid to common shareholders		(1,118.9	)		—			(3,435.2	)		—
Dividends paid on Series A convertible preferred stock		—			—			(1.7	)		—
Proceeds from the issuance of common shares under equity-based compensation plans		0.1			—			1.9			—
Tax withholding payments for vested equity-based compensation awards		(4.5	)		(0.3	)		(47.7	)		(11.2	)
Repurchases of common stock		(157.0	)		—			(157.0	)		—
Net cash used in financing activities		(1,281.0	)		(0.3	)		(12,292.5	)		(2,015.9	)
Effect of exchange rate changes on cash and cash equivalents		0.2			(0.6	)		2.4			8.9
Change in cash and cash equivalents		531.5			134.2			(239.7	)		42.0
Cash and cash equivalents at beginning of period		151.6			571.1			922.8			663.3
Cash and cash equivalents at end of period	$	683.1		$	705.3		$	683.1		$	705.3

(1) The cash flows related to discontinued operations have not been segregated. Accordingly, the Condensed Consolidated Statements of Cash Flows include the results of continuing and discontinued operations.

See notes to unaudited condensed consolidated financial statements included in our Form 10-Q.


Vistance Networks, Inc.
Reconciliation of GAAP Measures to Non-GAAP Adjusted Measures
(Unaudited -- In millions, except per share amounts)

	Three Months Ended
	September 30,
	2026			2025
Income (loss) from continuing operations, as reported	$	54.7		$	(18.9	)
Income tax expense (benefit), as reported		(20.0	)		11.4
Interest income, as reported		(12.9	)		(3.9	)
Interest expense, as reported		0.9			—
Other (income) expense, as reported		0.2			(0.1	)
Operating income (loss), as reported	$	22.9		$	(11.5	)
Adjustments:
Amortization of purchased intangible assets		19.0			21.6
Restructuring costs, net		2.1			1.6
Equity-based compensation		7.4			7.2
Transaction, transformation and integration costs		2.3			1.3
Depreciation		2.9			4.7
Other		—			(0.1	)
Total adjustments to operating income (loss)		33.7			36.3
Non-GAAP adjusted EBITDA	$	56.6		$	24.8

Income (loss) from continuing operations, as reported	$	54.7		$	(18.9	)
Adjustments:
Total pretax adjustments to adjusted EBITDA		30.8			31.6
Pretax amortization of debt issuance costs and OID (1)		0.7			—
Tax effects of adjustments and other tax items (2)		(33.2	)		5.0
Non-GAAP adjusted net income	$	53.0		$	17.7
GAAP income (loss) from continuing operations per diluted share, as reported (3)	$	0.24		$	(0.16	)
Non-GAAP adjusted net income per diluted share (4)	$	0.23		$	0.06

(1) Included in interest expense.
(2) The tax rates applied to adjustments reflect the tax expense or benefit based on the tax jurisdiction of the entity generating the adjustment. There are certain items for which we expect little or no tax effect.
(3) For the three months ended September 30, 2025, GAAP income (loss) from continuing operations per diluted share was calculated using income (loss) from continuing operations in the numerator, and includes the impact of the Series A convertible preferred stock dividend.
(4) Diluted shares used in the calculation of non-GAAP adjusted diluted income per share are 226.9 million and 277.7 million for the three months ended September 30, 2026 and 2025, respectively.

See “Non-GAAP Financial Measures” above.


Vistance Networks, Inc.
Sales by Region
(Unaudited -- In millions)

Sales by Region
					% Change
	Q3 2026		Q3 2025		YOY
United States	$	252.9	$	274.6		(7.9	)	%
Europe, Middle East and Africa		26.6		15.2		75.0
Asia Pacific		18.5		16.6		11.4
Caribbean and Latin America		10.3		16.3		(36.8	)
Canada		11.4		15.1		(24.5	)
Total net sales	$	319.7	$	337.8		(5.4	)	%


Vistance Networks, Inc.
Segment Information
(Unaudited -- In millions)

Segment Net Sales
							% Change
	Q3 2026			Q3 2025			YOY
Aurora (1)	$	319.8		$	337.8			(5.3	)	%
Corporate and other (2)		(0.1	)		—		NM
Total net sales	$	319.7		$	337.8			(5.4	)	%


Segment Adjusted EBITDA (3)
							% Change
	Q3 2026			Q3 2025			YOY
Aurora (1)	$	56.8		$	54.1			5.0		%
Corporate and other (4)		(0.2	)		(29.3	)		(99.3	)
Total segment adjusted EBITDA	$	56.6		$	24.8			128.2		%


(1) Reflects the results of Aurora, our reportable segment, which represent substantially all of our net sales and exclude general corporate costs that were previously allocated to the divested RUCKUS and CCS segments because they were not directly attributable to the divested segments.
(2) Includes certain revenues reflected within continuing operations related to products associated with businesses affected by prior divestiture transactions. Such amounts continue to be reported within continuing operations based on the terms of the underlying transactions.
(3) See “Non-GAAP Financial Measures” above.
(4) Primarily reflects general corporate costs that were previously allocated to the divested RUCKUS and CCS segments. These indirect expenses have been classified as continuing operations because they were not directly attributable to the divested segments. The costs previously allocated to the CCS segment were reallocated to our remaining segments and partially offset by income under the Amphenol transition service agreement (TSA) beginning in the first quarter of 2026. Beginning in the third quarter of 2026, the costs previously allocated to the RUCKUS segment were reallocated to our remaining segment and partially offset by income under the Belden TSA.


Vistance Networks, Inc.
Reconciliation of GAAP to Segment Adjusted EBITDA
(Unaudited -- In millions)

Third Quarter 2026 Segment Adjusted EBITDA Reconciliation

	Aurora			Corporate and other (1)			Total
Operating income (loss), as reported	$	23.0		$	(0.1	)	$	22.9
Amortization of purchased intangible assets		19.0			—			19.0
Restructuring costs, net		2.1			—			2.1
Equity-based compensation		7.4			—			7.4
Transaction, transformation and integration costs		2.3			—			2.3
Depreciation		2.9			—			2.9
Segment adjusted EBITDA	$	56.8			(0.2	)	$	56.6
Segment adjusted EBITDA % of sales		17.8	%	NM				17.7	%


Third Quarter 2025 Segment Adjusted EBITDA Reconciliation
	Aurora			Corporate and other (1)			Total
Operating income (loss), as reported	$	25.5		$	(37.0	)	$	(11.5	)
Amortization of purchased intangible assets		21.4			0.2			21.6
Restructuring costs, net		0.5			1.1			1.6
Equity-based compensation		2.9			4.3			7.2
Transaction, transformation and integration costs		0.3			1.0			1.3
Depreciation		3.6			1.1			4.7
Other		—			(0.1	)		(0.1	)
Segment adjusted EBITDA	$	54.1		$	(29.3	)	$	24.8
Segment adjusted EBITDA % of sales		16.0	%	NM				7.3	%

(1) The corporate and other category above primarily reflects general corporate costs that were previously allocated to the divested RUCKUS and CCS segments. These indirect expenses have been classified as continuing operations because they were not directly attributable to the divested segments. The costs previously allocated to the CCS segment were reallocated to our remaining segments and partially offset by income under the Amphenol TSA beginning in the first quarter of 2026. Beginning in the third quarter of 2026, the costs previously allocated to the RUCKUS segment were reallocated to our remaining segment and partially offset by income under the Belden TSA.

NM – Not meaningful
Components may not sum to total due to rounding.
See “Non-GAAP Financial Measures” above.


Vistance Networks, Inc.
Free Cash Flow
(Unaudited -- In millions)

Free Cash Flow (1)
	Q3 2025			Q4 2025			Q1 2026			Q2 2026			Q3 2026
Cash flow from operations	$	151.4		$	281.3		$	(226.6	)	$	(72.7	)	$	(57.5	)
Capital expenditures		(16.4	)		(25.8	)		(2.2	)		(2.0	)		(0.2	)
Free cash flow	$	135.0		$	255.5		$	(228.8	)	$	(74.7	)	$	(57.7	)

(1) The cash flows related to discontinued operations have not been segregated. Accordingly, the Condensed Consolidated Statements of Cash Flows include the results of continuing and discontinued operations.


Vistance Networks, Inc.
Adjusted Gross Profit and Adjusted Operating Expense
(Unaudited -- In millions)

GAAP to Non-GAAP Adjusted Gross Profit
	Q3 2025			Q4 2025			Q1 2026			Q2 2026			Q3 2026
Gross profit, as reported	$	120.4		$	129.2		$	116.3		$	112.9		$	112.4
Equity-based compensation		—			0.1			0.1			(0.1	)		0.1
Adjusted gross profit	$	120.4		$	129.3		$	116.4		$	112.8		$	112.5
Adjusted gross profit as % of sales		35.6	%		37.2	%		39.0	%		35.3	%		35.2	%

GAAP to Non-GAAP Adjusted Operating Expense
	Q3 2025			Q4 2025			Q1 2026			Q2 2026			Q3 2026
Selling, general and administrative, as reported	$	74.8		$	81.9		$	55.5		$	64.1		$	48.6
Research and development, as reported		42.6			40.4			32.9			30.8			27.4
Operating expenses	$	117.4		$	122.3		$	88.4		$	94.9		$	76.0
Equity-based compensation		7.2			7.3			4.3			6.8			7.3
Transaction, transformation and integration costs		1.3			8.9			4.5			7.6			2.3
Adjusted operating expense	$	108.9		$	106.1		$	79.6		$	80.5		$	66.4
Adjusted operating expense as % of sales		32.2	%		30.5	%		26.7	%		25.2	%		20.8	%


Components may not sum to total due to rounding.
See “Non-GAAP Financial Measures” above.