Vistance Networks, Inc.

1. BACKGROUND AND BASIS OF PRESENTATION

Background

The Company’s solutions for wired and wireless networks enable service providers including cable, telephone and digital broadcast satellite operators and media programmers, to deliver media, voice, Internet Protocol (IP) data services and Wi-Fi to their subscribers and allow enterprises to experience constant wireless and wired connectivity across complex and varied networking environments. The Company’s solutions are complemented by services including technical support, systems design and integration. The Company is a leader in digital video and IP television (IPTV) distribution systems, broadband access infrastructure platforms and equipment that delivers data and voice networks to homes. The Company’s global leadership position is built upon innovative technology, broad solution offerings, high-quality and cost-effective customer solutions, and global manufacturing and distribution scale.

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair presentation of the interim period financial statements. The results of operations for these interim periods are not necessarily indicative of the results of operations to be expected for any future period or the full fiscal year. Certain prior year amounts have been reclassified to conform to the current year presentation.

The unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States (U.S.) for interim financial information and are presented in accordance with the applicable requirements of Regulation S-X. Accordingly, these financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the 2025 Annual Report). The significant accounting policies followed by the Company are set forth in Note 2 within the Company’s audited consolidated financial statements included in the 2025 Annual Report. There were no material changes in the Company’s significant accounting policies during the three months ended March 31, 2026.

Concentrations of Risk and Related Party Transactions

Net sales to Comcast Corporation and affiliates (Comcast) accounted for approximately 39% and 21% of the Company’s total net sales during thethree months ended March 31, 2026 and 2025, respectively. Net sales to TD Synnex Corporation (TD Synnex)accounted for 12% of the Company’s total net sales during the three months ended March 31, 2025. Other than Comcast and TD Synnex, no direct customer accounted for 10% or more of the Company’s net sales during thethree months ended March 31, 2026 or 2025. Accounts receivable from Comcast and TD Synnex Corporation represented approximately 44% and 10%, respectively, of the Company’s accounts receivable as of March 31, 2026. Other than Comcast and TD Synnex, no direct customer accounted for 10% or more of the Company’s accounts receivable as of March 31, 2026. Comcast is a customer of the Aurora and RUCKUS segments, and TD Synnex is a customer of the RUCKUS segment.

The Company relies on sole suppliers or a limited group of suppliers for certain key components, subassemblies and modules and a limited group of contract manufacturers to manufacture a significant portion of its products. Any disruption or termination of these arrangements could have a material adverse impact on the Company’s results of operations.

Other than transactions related to the Series A Convertible Preferred Stock (Convertible Preferred Stock) through the redemption date and the Company’s continuing involvement with Vantiva SA (Vantiva) discussed in Note 2, there wereno material related party transactions during thethree months ended March 31, 2026.

Commitments and Contingencies

Product Warranties

The Company recognizes a liability for the estimated claims that may be paid under its customer assurance-type warranty agreements to remedy potential deficiencies of quality or performance of the Company’s products. These product warranties extend over various periods, depending on the product subject to the warranty and the terms of the individual agreements. The Company records a provision for estimated future warranty claims as cost of sales based upon the historical relationship of warranty claims to sales and specifically identified warranty issues. The Company bases its estimates on assumptions that are believed to be reasonable under the circumstances and revises its estimates, as appropriate, when events or changes in circumstances indicate that revisions may be necessary. Such revisions may be material.

The following table summarizes the activity in the product warranty accrual, included in accrued and other liabilities and other noncurrent liabilities on the Condensed Consolidated Balance Sheets:

Legal Proceedings

The Company is party to certain intellectual property claims and also periodically receives notices asserting that its products infringe on another party’s patents and other intellectual property rights. These claims and assertions, whether against the Company directly or against its customers, could require the Company to pay damages or royalties, stop offering the relevant products and/or cease other activities. The Company may also be called upon to indemnify certain customers for costs related to products sold to such customers. The outcome of these claims and notices is uncertain, and a reasonable estimate of the loss from unfavorable outcomes in certain of these matters either cannot be determined or is estimated at the minimum amount of a range of estimates. The actual loss, through settlement or trial, could be material and may vary significantly from the Company’s estimates. From time to time, the Company may also be involved as a plaintiff in certain intellectual property claims. Gain contingencies, if any, are recognized when they are realized.

The Company is also either a plaintiff or a defendant in certain other pending legal matters in the normal course of business. Management believes none of these other pending legal matters will have a material adverse effect on the Company’s business or financial condition upon final disposition.

The Company is subject to various federal, state, local and foreign laws and regulations governing the use, discharge, disposal and remediation of hazardous materials. Compliance with current laws and regulations has not had, and is not expected to have, a material adverse effect on the Company’s financial condition or results of operations.

Restricted Cash

As a result of the termination of the Company’s term loan, the Company collateralized its outstanding letters of credit with cash deposits held by the issuing banks. These deposits were restricted as to withdrawal and were not available for general corporate purposes until the related letters of credit were reduced, expired or otherwise terminated. As of March 31, 2026, restricted cash totaled $56.5 million, of which $11.4 million and $45.1 million were included in prepaid expenses and other current assets and other noncurrent assets, respectively, in the accompanying Condensed Consolidated Balance Sheets.

Subsequent to March 31, 2026, upon entering into the Company’s asset‑based revolving credit facility in April 2026, the Company satisfied the applicable collateral requirements for its outstanding letters of credit, and the related cash deposits were returned and the restrictions released.

Asset Impairments

Goodwill

Goodwill is tested for impairment annually or at other times if events have occurred or circumstances exist that indicate the carrying value of the reporting unit may exceed its fair value. There wereno goodwill impairments identified during thethree months ended March 31, 2026 or 2025.

As of the last annual impairment test on October 1, 2025, the implied fair value of the Aurora reporting unit exceeded its carrying amount by approximately 9%. Considering the low headroom going forward for the Aurora reporting unit, there is a risk for future impairment in the event of further declines in general economic, market or business conditions or any significant unfavorable change in the forecasted cash flows, weighted average cost of capital or growth rates. If current and long-term projections for the Aurora reporting unit are not realized or decrease materially, the Company may be required to recognize additional goodwill impairment charges, and these charges could be material to the results of operations.

Long-lived Assets

Long-lived assets, which include property, plant and equipment, intangible assets with finite lives and right of use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable, based on the undiscounted cash flows expected to be derived from the use and ultimate disposition of the assets. Assets identified as impaired are adjusted to their estimated fair value. Equity investments without readily determinable fair values are evaluated each reporting period for impairment based on a qualitative assessment and are then measured at fair value if an impairment is determined to exist. Other than certain assets impaired as a result of restructuring actions and as part of discontinued operations, there wereno definite-lived intangible or other long-lived asset impairments identified during thethree months ended March 31, 2026 or 2025.

Income Taxes

For the three months ended March 31, 2026, the Company recognized an income tax benefit of $185.2 million on pretax income of $46.5 million. The Company’s income taxes were less than the statutory rate of 21.0%for the three months ended March 31, 2026, primarily due to$196.6 million of tax benefit recognized in the quarter associated with a tax planning strategy.

For the three months ended March 31, 2025, the Company recognized an income tax benefit of $357.5 million ona pretax loss of $16.4 million. The Company’s income taxes for the three months ended March 31, 2025, were favorably impacted by$361.1 million of tax benefit recognized in the quarter associated with a tax planning strategy, as well as the tax benefit related to federal tax credits. Offsetting these benefits were the unfavorable impacts of $29.6 million of an additional valuation allowance recorded in the quarter related to current year federal and state interest limitation carryforwards and U.S. anti-deferral provisions.

Earnings (Loss) Per Share

Basic earnings (loss) per share (EPS) from continuing operations is computed by dividing income (loss) from continuing operations, less any dividends and deemed dividends related to the Convertible Preferred Stock, by the weighted average number of common shares outstanding during the period. The numerator in diluted EPS from continuing operations is based on the basic EPS from continuing operations numerator, adjusted to add back any dividends and deemed dividends related to the Convertible Preferred Stock, subject to antidilution requirements. The denominator used in diluted EPS from continuing operations is based on the basic EPS computation plus the effect of potentially dilutive common shares related to the Convertible Preferred Stock and equity-based compensation plans, subject to antidilution requirements.

Basic EPS from discontinued operations is computed by dividing income (loss) from discontinued operations, net of income taxes, by the weighted average number of common shares outstanding during the period. The numerator in diluted EPS from discontinued operations is the same as the basic EPS from discontinued operations numerator. The denominator used in diluted EPS from discontinued operations is based on the basic EPS computation plus the effect of potentially dilutive common shares related to the Convertible Preferred Stock and equity-based compensation plans, subject to antidilution requirements.

For the three months ended March 31, 2026 and 2025,2.6 million and 7.7 million, respectively, of outstanding equity-based compensation awards were not included in the computation of diluted EPS because the effect was antidilutive or the performance conditions were not met.

The following table presents the basis for the EPS computations (in millions, except per share data):

Recent Accounting Pronouncements

Adopted During the Three Months Ended March 31, 2026

In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The new guidance is expected to provide decision-useful information to investors and other financial statement users while reducing the time and effort necessary to analyze and estimate credit losses for current accounts receivable and current contract assets. The amendments in this update introduce a practical expedient when applying the guidance related to the estimation of expected credit losses for current accounts receivable and current contract assets resulting from transactions arising from contracts with customers. The guidance is effective for the Company on a prospective basis, beginning January 1, 2026 for the interim and annual periods. The Company has elected to apply this practical expedient to determine expected credit losses for current accounts receivable and contract assets, assuming conditions as of the balance sheet date do not change for the remaining life of the asset. The adoption of ASU 2025-05 did not have a material impact on the Company’s condensed consolidated financial statements or disclosures.

Issued but Not Adopted

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The new guidance addresses various technical corrections, clarifications, and minor improvements to the ASC. The ASU addresses 33 issues, primarily clarifying existing guidance, correcting errors, or making minor improvements to enhance the understandability and application of the ASC. The amendments are varied in nature and may impact the application of guidance in areas where the original guidance was unclear. The guidance is effective for the Company beginning January 1, 2027 for the interim and annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the condensed consolidated financial statements.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The new guidance aims to enhance the clarity and navigability of guidance related to interim disclosures. This guidance clarifies when the guidance in ASC Topic 270 is applicable and specifies the disclosures required during interim reporting periods. The amendments clarify that ASC Topic 270 applies to all entities that provide interim financial statements and notes in accordance with generally accepted accounting principles (GAAP). The ASU provides a comprehensive list of interim disclosures required by GAAP, which is intended to improve efficiency in using the ASC. This list clarifies existing requirements and does not aim to expand or reduce current interim disclosure obligations. The guidance is effective for the Company beginning January 1, 2028 for the interim and annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the condensed consolidated financial statements.

In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The new guidance establishes authoritative guidance for business entities on the recognition, measurement, and presentation of government grants defined as a transfer of a monetary asset or tangible non-monetary asset, other than an exchange transaction, from a government to a business entity. The guidance is effective for the Company beginning January 1, 2029 for the interim and annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the condensed consolidated financial statements.

In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging(Topic 815): Hedge Accounting Improvements. The new guidance clarifies certain aspects of hedge accounting guidance and addresses incremental hedge accounting issues arising from the global reference rate reform initiative. The ASU aims to align hedge accounting more closely with the economics of an entity’s risk management activities, enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions. The guidance is effective for the Company beginning January 1, 2027 for the interim and annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the condensed consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The new guidance refines the scope of Topic 815 by providing clarification regarding the contracts subject to derivative accounting. The guidance also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract. The guidance is effective for the Company on a prospective or modified retrospective basis, beginning January 1, 2027 for the interim and annual periods. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the condensed consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The new guidance modernizes the accounting for software costs and provides the following criteria for capitalization of software costs: (1) management has authorized and committed to funding the software project; and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The guidance is effective for the Company on a prospective, modified prospective or retrospective basis, beginning January 1, 2028 for the interim and annual periods. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the condensed consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The new guidance improves disclosures for expenses of public entities and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions. Coupled with recent standards that enhanced the disaggregation of revenue and income tax information, the disaggregated expense information required by these amendments will enable investors to better understand the major components of an entity’s income statement. The guidance is effective for the Company on a prospective or retrospective basis, as of January 1, 2027 for the annual period. Early adoption is permitted. As this ASU relates to disclosures only, there will be no impact to the Company’s results of operations and financial condition.

2. DIVESTITURES

CCS Segment:

On January 9, 2026, the Company completed the previously announced sale of the CCS segment to Amphenol Corporation (Amphenol), a Delaware corporation, pursuant to the Purchase Agreement dated August 3, 2025, in exchange for net cash consideration of $10.5 billion. The proceeds are net of $81.3 million of transaction expenses and $204.4 million of cash included in the assets sold. The CCS segment provides wired infrastructure for data centers, enterprises and service providers on a global scale.

The CCS segment met the “held for sale” criteria per ASC 360-10 in the fourth quarter of 2025, and the Company determined, qualitatively and quantitatively, that this transaction represented a strategic shift that would have a major effect on its operations and financial results. As such, the results of operations directly attributable to the CCS segment have been reclassified to discontinued operations per ASC 205-20 on the Condensed Consolidated Statements of Operations, retrospectively for all periods presented beginning in the fourth quarter of 2025. In addition, all assets and liabilities of the CCS segment were classified as assets and liabilities held for sale on the Condensed Consolidated Balance Sheets as of December 31, 2025. Upon the closing of the transaction, the Company recognized a gain of $5.4 billion on the disposal of the CCS segment, which is included in income (loss) from discontinued operations, net of income taxes, on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2026.

In connection with the transaction, on the closing date, the Company repaid in full all outstanding indebtedness using a portion of the proceeds from the transaction and terminated all outstanding commitments under each of its then-existing (x) revolving credit agreement, dated as of April 4, 2019 (as amended, the Prior Revolving Credit Agreement), which provided for a senior secured asset-based revolving credit facility in an aggregate principal amount of up to $750.0 million (the Prior Revolving Credit Facility), and (y) term loan credit agreement, dated as of December 17, 2024(as amended, the Prior Term Loan Credit Agreement), which provided for a senior secured term loan credit facility (the 2029 Term Loan) in an aggregate outstanding principal amount of $3,150 million. Also, the Company satisfied and discharged the indentures governing the (1) $1,000.0 million in outstanding aggregate principal amount of the 2031 Secured Notes, (2) $951.0 million in outstanding aggregate principal amount of the 2029 Secured Notes, (3) $641.6 million in outstanding aggregate principal amount of the 2028 Notes, (4) $866.9 million in outstanding aggregate principal amount of the 8.25% 2027 Notes and (5) $750.0 million in outstanding aggregate principal amount of the 5.00% 2027 Notes (collectively, the Notes). On the closing date of the transaction, notices of full redemption were issued to holders of all of the outstanding Notes, calling all outstanding Notes for redemption on January 26, 2026 using a portion of the proceeds from the transaction, and all outstanding Notes were redeemed on January 26, 2026. The Company subsequently wrote-off $101.3 million ofunamortized debt issuance costs and original issuance discount associated with the debt redemption which were recorded in interest expense within income (loss) from discontinued operations, net of income taxes, on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2026. The Company also recorded a loss of $11.3 million on the extinguishment of debt which was recorded in other expense within income (loss) from discontinued operations, net of income taxes, on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2026.

In addition, on the closing date of the transaction, the Company redeemed 100% of the Convertible Preferred Stock for $1.3 billion of cash in accordance with the terms of the Certificate of Designations. Simultaneously with the consummation of the redemption, the Investment Agreement, dated as of November 8, 2018, by and among the Company and Carlyle Partners VII S1 Holdings, L.P. (Carlyle) pursuant to which such Convertible Preferred Stock was initially purchased, and all rights and obligations of the parties under the Investment Agreement, were terminated.

In connection with the transaction, the Company entered into a Transition Service Agreement (Amphenol TSA) (as described below under “Transition Service Agreements”).

OWN Segment and DAS business unit:

In January 2025, the Company completed the sale of the OWN segment and the DAS business unit to Amphenol, pursuant to the Purchase Agreement dated July 18, 2024, in exchange for net cash consideration of $2.0 billion. The proceeds are net of $9.1 million of transaction expenses and $83.2 million of cash included in the assets sold.

The OWN segment and DAS business unit met the “held for sale” criteria per ASC 360-10 in the third quarter of 2024, and the Company determined, qualitatively and quantitatively, that this transaction represented a strategic shift that would have a major effect on the Company’s operations and financial results. As such, the results of operations directly attributable to the OWN segment and DAS business unit have been reclassified to discontinued operationsper ASC 205-20 on the Condensed Consolidated Statements of Operations, retrospectively for all periods presented beginning in the third quarter of 2024. Upon the closing of the transaction on January 31, 2025, the Company recognized a gain of $498.2 million on the disposal of the OWN segment and DAS business unit, which is included in income (loss) from discontinued operations, net of income taxes, on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2025.

In connection with the transaction, the Company entered into several contractual arrangements with Amphenol, including the Amphenol TSA (as described below under “Transition Service Agreements”), Manufacturing Supply Agreement (Amphenol MSA), Sales and Supply Agreement and a Master Professional Services Agreement.

Under the Amphenol MSA, the Company continues to manufacture and supply certain products to the divested business. Under the terms of the Amphenol MSA, the Company was obligated to provide manufacturing services for a period of up to twelve months following the closing date of the transaction, unless earlier terminated by the parties. The agreement was entered into to facilitate the operational transition and ensure continuity of supply for Amphenol’s customers. Pursuant to the Amphenol MSA, the Company acquired components directly from Amphenol and was also responsible for procuring certain components from suppliers for the manufacturing of finished goods at the direction of Amphenol. As the Company does not obtain control of these components before they were transferred to Amphenol, the Company accounts for revenue associated with such components on a net basis. For the three months ended March 31, 2026 and 2025, the Company recognized net revenues of $(0.2) million and $1.6 million under the Amphenol MSA presented within income (loss) from discontinued operations, net of income taxes, on the Condensed Consolidated Statements of Operations.

The Sales and Supply Agreement and Master Professional Services Agreement, enable the companies to act as both a buyer and seller of each other’s products and services in instances where those offerings might be integral to the Company’s remaining operations. The Sales and Supply Agreement is effective for a term of thirty-six months and the Master Professional Services Agreement term is indefinite, unless either of the agreements are terminated early. The Company has evaluated these arrangements and concluded that while they represent ongoing business activity, they do not constitute a continuation of the disposed business. Accordingly, revenues and expenses generated from these agreements are presented within income (loss) from continuing operations on the Condensed Consolidated Statements of Operations.

Home Networks business:

The Company completed the sale of the Home business to Vantiva SA (Vantiva) in January 2024. The Home business qualified as “held for sale” per ASC 360-10 in the fourth quarter of 2023 and was classified as a discontinued operation per ASC 205-20, as the Company determined, qualitatively and quantitatively, that this transaction represented a strategic shift that would have a major effect on the Company’s operations and financial results.

Following the closing of the transaction, the Company entered into a Transition Service Agreement (Vantiva TSA), whereby the Company provided and received certain post-closing support on a transitional basis (as described below under “Transition Service Agreements”), and a Supply Agreement with Vantiva (Vantiva Supply Agreement), whereby the Company sold certain retained inventory at cost, or market price if below cost, for a period of two years.

The following table presents the summarized components of income (loss) from discontinued operations, net of income taxes, for the three months ended March 31, 2026 and 2025:

(1)

In connection with the sale of the CCS segment that was completed on January 9, 2026, the terms of the Purchase Agreement with Amphenol required that the CCS segment be transferred on a debt‑free basis, and therefore, the Company repaid its third‑party borrowings at closing using a portion of the proceeds from the sale of the CCS segment. Accordingly, all third-party debt obligations remained classified as long-term debt on the Condensed Consolidated Balance Sheets as of December 31, 2025. However, in accordance with accounting guidance, interest expense on debt that is required to be repaid as a direct result of a disposal transaction that qualifies as a discontinued operation is reported within discontinued operations. Because the closing of the divestiture required repayment of all outstanding third‑party debt due to the contractual requirement to deliver the business debt‑free, all interest expense, including thewrite-off of $101.3 million ofunamortized debt issuance costs and original issuance discount associated with the debt redemption, has been presented within discontinued operations for all years presented.

(2)

Other expense, net includes a lossof $11.3 million on the extinguishment of debt, for the three months ended March 31, 2026, associated with the divestiture of the CCS segment.

The following table presents balance sheet information for assets and liabilities held for sale related to the discontinued operations:

The following table presents the details of the gain on disposal of the CCS segment and the OWN segment and DAS business unit, collectively:

(1)

Includesthe reclassifications of foreign currency translation, defined benefit plan activity and hedging instrument amounts from accumulated other comprehensive income (loss) on the Condensed Consolidated Balance Sheets related to the divestiture of the CCS segment during the first quarter of 2026. Includes the reclassification of foreign currency translation from accumulated other comprehensive income (loss) on the Condensed Consolidated Balance Sheets related to the divestiture of the OWN segment and DAS business unit during the first quarter of 2025.

The cash flows related to discontinued operations have not been segregated on the Condensed Consolidated Statements of Cash Flows, and accordingly, they include the results from continuing and discontinued operations. The following table summarizes the Company’s cash inflows related to the ongoing activities of the discontinued operations, including the Amphenol and Vantiva TSAs, as described below, and inventory sales resulting from the Amphenol MSA and Vantiva Supply Agreement, as described above:

The following table summarizes significant non-cash operating items of the discontinued operations included on the Condensed Consolidated Statements of Cash Flows:

Transition Service Agreements

In conjunction with the closing of the sale of the OWN segment and DAS business unit, the Company entered into the Amphenol TSA. The terms of the Amphenol TSA vary based on the services provided thereunder and provide options to extend services for up to two renewal terms of three months each. Subsequent to the closing of the sale of the CCS segment, the Company extended the Amphenol TSA, including a reverse TSA for which the Company receives specified transition services from Amphenol for a defined transition period, with the ability to continue certain services for limited additional periods in accordance with the applicable services schedules. The Company is responsible for fees and related third‑party costs incurred in connection with the provision of such services, including applicable taxes, and may incur incremental costs if services are continued beyond the initial transition period. For the three months ended March 31, 2026 and 2025, the Company recognized income of $1.1 million and $7.1 million, respectively, under the Amphenol TSA. For the three months ended March 31, 2025, the Company recognized income of $1.6 million under the Vantiva TSA. TSA income is included in transition service agreement income within income (loss) from continuing operations on the Condensed Consolidated Statements of Operations. For the three months ended March 31, 2026, the Company incurred costs of $4.0 million under the reverse TSA, which is primarily included in selling, general and administrative expenses within income (loss) from continuing operations on the Condensed Consolidated Statements of Operations.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregated Net Sales

See Note 6 for the presentation of net sales by segment and geographic region.

Allowance for Doubtful Accounts

Customer Contract Balances

The following table provides the balance sheet location and amounts of contract assets, or unbilled accounts receivable, and contract liabilities, or deferred revenue, from contracts with customers:

There were no material changes to contract asset balances for the three months ended March 31, 2026 as a result of changes in estimates or impairments. The change in the contract liability balance from December 31, 2025 to March 31, 2026 was primarily due to upfront support billings to be recognized over the support term. During the three months ended March 31, 2026, the Company recognized $38.6 million of revenue related to contract liabilities recorded as of December 31, 2025.

4. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

Inventories

Accrued and Other Liabilities

Operating Lease Information

Accumulated Other Comprehensive Income (Loss) (AOCI (AOCL))

The following table presents changes in AOCI (AOCL), net of tax:

During the three months ended March 31, 2026, the reclassification of foreign currency translation, defined benefit plan activity and hedging instrument amounts from net AOCI (AOCL) related to the divestiture of the CCS segment during the first quarter of 2026. During the three months ended March 31, 2025, the reclassification of foreign currency translation amount from net AOCI (AOCL) related to the divestiture of the OWN segment and DAS business during the first quarter of 2025. The reclassified amounts resulting from the divestitures were recorded in the gain (loss) on disposal included in income (loss) from discontinued operations, net of income taxes, on the Condensed Consolidated Statements of Operations. See Note 2 for further discussion of the Company’s divestitures.

Cash Flow Information

5. FINANCING

In connection with the sale of the CCS segment that was completed on January 9, 2026, the Company repaid in full all outstanding indebtedness. For further discussion of the debt repayment and the divestiture of the CCS segment, see Note 2 in these condensed consolidated financial statements.

In addition, on April 7, 2026, the Company entered into a revolving credit agreement providing for a senior secured asset-based revolving credit facility (the New Revolving Credit Facility) available to the Company and certain of its U.S. subsidiaries designated as co-borrowers therein, in an aggregate principal amount of up to $300.0 million, subject to borrowing base availability. See Note 8 for further discussion of the New Revolving Credit Facility.

6. SEGMENTS AND GEOGRAPHIC INFORMATION

The following is a brief description of the activities of the Company’s business segments:

RUCKUS- The segment provides wireless networks for enterprises and service providers. Product offerings include indoor cellular solutions such as indoor and outdoor Wi-Fi and LTE access points, access and aggregation switches; an Internet of Things suite, on-premises and cloud-based control and management systems; and software and software-as-a-service applications addressing security, location, reporting and analytics.

Aurora -The segment’s product solutions include cable modem termination systems, video infrastructure, public key infrastructure solutions, distribution and transmission equipment and cloud solutions that enable facility-based service providers to construct a state-of-the-art residential and metro distribution network.

The following table provides summary financial information by reportable segment:

(1)

Assets related to reportable segments largely include accounts receivable, inventories, property, plant and equipment, goodwill, intangible assets and certain limited other assets. All other items, except cash and cash equivalents and deferred income tax assets, are reflected in divested and other business assets. Accounts receivable and inventory are ascribed based on underlying sales or activity. Property, plant and equipment are attributed to a particular business segment based on that item’s primary user and reflect an allocation of certain corporate-shared assets. Intangible assets and goodwill are directly associated with a particular reporting unit and attributed on that basis.

(2)

The divested and other business assets line item above reflects certain inventory retained by the Company related to continuing involvement in divested businesses pursuant to the Amphenol MSA, as discussed in Note 2, as well as other corporate assets. As of March 31, 2026, inventory of $7.0 million related to the OWN segment and DAS business unit and $4.1 million related to the Passive Optical Network (PON) business line within the CCS segment that was not divested with the sale of the CCS segment. As of December 31, 2025, inventory of $16.6 million related to the OWN segment and DAS business unit, $4.4 million related to the PON business line and $36.3 million related to corporate and other assets.

The Company organizes its business segments based on the nature of products and services offered. Segment information is presented on the same basis that the Company’s Chief Executive Officer, who is the chief operating decision-maker, uses to manage its segments, evaluate financial results and make key operating decisions. The Company’s measurement of segment performance is adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization). The Company defines adjusted EBITDA as operating income (loss), adjusted to exclude depreciation, amortization of intangible assets, restructuring costs, asset impairments, equity-based compensation, transaction, transformation and integration costs and other items that the Company believes are useful to exclude in the evaluation of operating performance from period to period because these items are not representative of the Company’s recurring business.

These financial metrics are used to view operating trends, perform analytical comparisons and benchmark performance between periods and among geographic regions and monitor budget-to-actual variances on a monthly basis. To manage operations and make decisions regarding resource allocations, the Company’s chief operating decision-maker is regularly provided and reviews expense information at a consolidated level for each segment. Each segment has a manager responsible for executing the Company’s strategic initiatives.

The following table provides net sales, cost of sales, total operating expenses, adjusted EBITDA, depreciation expense and additions to property, plant and equipment by reportable segment for the three months ended March 31, 2026:

The following table provides net sales, cost of sales, total operating expenses, adjusted EBITDA, depreciation expense and additions to property, plant and equipment by reportable segment for the three months ended March 31, 2025:

(1)

The corporate and other category above primarily reflects general corporate costs that were previously allocated to the CCS segment, OWN segment and DAS business unit. These indirect expenses have been classified as continuing operations, since the costs were not directly attributable to these discontinued operations. Beginning in the first quarter of 2025, the corporate and other costs related to the OWN segment and DAS business unit have been reallocated to the Company’s remaining segments and partially offset by income from the Amphenol TSA. The corporate and other costs related to the CCS segment have been reallocated to the Company’s remaining segments and partially offset by income from the Amphenol TSA beginning in the first quarter of 2026.

Sales to customers located outside of the U.S. comprised 30.5% of total net sales for the three months ended March 31, 2026, compared to 32.0% of total net sales for the three months ended March 31, 2025. Sales by geographic region, based on the destination of product shipments or service provided, were as follows:

7. RESTRUCTURING COSTS

The Company incurs costs associated with restructuring initiatives intended to improve overall operating performance and profitability. The costs related to restructuring actions are generally cash-based and primarily consist of employee-related costs, which include severance and other one-time termination benefits.

In addition to the employee-related costs, the Company records other costs associated with restructuring actions, such as the gain or loss on the sale of facilities and impairment costs arising from unutilized real estate or equipment. The Company attempts to sell or lease this unutilized space, but additional impairment charges may be incurred related to these or other excess assets.

The Company’s net pretax restructuring activity included inrestructuring costs, net on the Condensed Consolidated Statements of Operations, by segment, was as follows:

(1)

The corporate and other line item above reflects general corporate restructuring costs that were previously allocated to the CCS segment, OWN segment and DAS business unit. Beginning in the first quarter of 2025, the corporate and other costs related to the OWN segment and DAS business unit have been reallocated to the Company’s remaining segments and partially offset by income from the Amphenol TSA. The corporate and other costs related to the CCS segment have been reallocated to the Company’s remaining segments and partially offset by income from the Amphenol TSA beginning in the first quarter of 2026.

Restructuring liabilities were included in the Company’s Condensed Consolidated Balance Sheets as follows:

Vistance Restructuring Actions

During 2025, the Company substantially completed a restructuring program that was initiated in prior periods. As of December 31, 2025, the Company had accrued liabilities of $4.2 million related to this program, consisting of employee-related costs. These remaining obligations are expected to be settled in 2027.

Following the divestiture of the CCS segment that was completed on January 9, 2026, the Company initiated a new restructuring plan to right-size its cost structure and align operations with its revised business scope.

The following table presents activity in the Company’s accrued restructuring liabilities for the periods presented. The roll forward reflects a combined presentation of the remaining liabilities associated with the prior restructuring program and liabilities recognized under restructuring plans initiated in 2026:

The Company expects to make cash payments of $7.0 million during the remainder of 2026 and $0.7 million during 2027 to settle these restructuring actions. Additional restructuring actions are expected to be identified, and the resulting charges and cash requirements could be material.

8. SUBSEQUENT EVENTS

On April 7, 2026, the Company declared a one-time special cash distribution (the Special Distribution). The Special Distribution of $10.00 per share was paid on April 27, 2026, to stockholders of record of the Company’s common stock at the close of business on April 17, 2026.

In addition, on April 7, 2026, the Company entered into a revolving credit agreement with Citibank, N.A., as administrative agent and collateral agent, and the other lenders party thereto (the New Revolving Credit Agreement) providing for the New Revolving Credit Facility available to the Company and certain of its U.S. subsidiaries designated as co-borrowers therein, in an aggregate principal amount of up to $300.0 million (of which up to $100.0 million is available for letters of credit), subject to borrowing base availability.

On April 29, 2026, the Company’s board of directors approved a new share repurchase program, replacing the previous program, authorizing, but not obligating the repurchase of up to an aggregate of $100.0 million of the Company’s outstanding common stock. Repurchases under the stock repurchase programs may be made at management’s discretion from time to time on the open market, in privately negotiated transactions or otherwise, in each case subject to compliance with all Securities and Exchange Commission rules and other legal requirements and may be made in part under one or more Rule 10b5-1 and Rule 10b-18 plans, which permit stock repurchases at times when we might otherwise be precluded from doing so. The method, timing and amount of shares repurchased under the repurchase program will depend on several factors, including capital and liquidity requirements, market conditions and alternative uses for cash. The repurchase program does not have a set expiration date, but may be modified, suspended or discontinued at any time.

On April 29, 2026, the Company entered into a definitive agreement (Agreement) with Belden Inc., a Delaware corporation (Belden), pursuant to which Belden has agreed to acquire the Company’s RUCKUS segment in exchange for $1.846 billion in cash, to be paid by Belden upon closing. The Company expects to incur approximately $150 million in transaction-related expenses and taxes. The sale is expected to close in the second half of 2026, subject to customary closing conditions, including receipt of applicable regulatory approvals. The RUCKUS segment provides wireless networks for enterprises and service providers.

The divestiture of the RUCKUS segment is expected to meet the “held for sale” criteria per ASC 360-10 in the second quarter of 2026, and the Company has determined that it represents a strategic shift that will have a major effect on the Company’s operations. As such, the results of operations of the RUCKUS segment will be reclassified to discontinued operations per ASC 205-20 on the Condensed Consolidated Statements of Operations retrospectively for all periods presented beginning in the second quarter of 2026. In addition, the assets and liabilities of the RUCKUS segment will be presented separately on the Condensed Consolidated Balance Sheets for both current and prior periods beginning in the second quarter of 2026.