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The Vanguard Group filed Amendment No. 11 to a Schedule 13G/A reporting 0 shares (0%) beneficial ownership of Vistance Networks Inc Common Stock. The filing explains an internal realignment that disaggregated certain subsidiaries' holdings in accordance with SEC Release No. 34-39538, and states those subsidiaries will report separately. The amendment is signed by Ashley Grim, Head of Global Fund Administration, dated 03/27/2026.
Vistance Networks is asking stockholders to vote at its virtual 2026 annual meeting on May 7, 2026. Proposals include electing eight directors, approving executive pay on an advisory basis, choosing an annual say‑on‑pay frequency, adding shares to the 2019 Long‑Term Incentive Plan, and ratifying Ernst & Young as auditor.
In 2025, net sales were $1,931.6 million, income from continuing operations was $324.3 million, Adjusted EBITDA was $1,334.0 million, and the year‑end stock price was $18.13, all sharply higher than 2024. Above‑target Adjusted EBITDA and strategic goals drove 210% annual incentive payouts and strong vesting of performance share units.
The Board highlights a mostly independent slate, majority voting, annual director elections, stock ownership guidelines, and a clawback and anti‑hedging policy. After only 57.9% support on the 2024 say‑on‑pay vote, directors conducted outreach with holders of about 48% of voting shares and reverted to a heavier mix of performance‑based equity. The proxy also emphasizes broad ESG initiatives, including reduced greenhouse gas emissions and expanded ethics and compliance programs.
Vistance Networks, Inc. senior vice president Charles A. Gilstrap reported an acquisition of 677 shares of common stock on a grant or award basis at a price of $0.00 per share. After this award, his directly held common stock ownership increased to 276,117 shares.
The 677-share award reflects additional performance share units earned for a performance period that ended on December 31, 2025 and is scheduled to vest on June 1, 2026, subject to continued employment. Footnotes also describe previously granted restricted stock units and performance share units with vesting dates through June 1, 2028.
Vistance Networks, Inc. reported that executive Krista R. Bowen, SVP, GC & Chief Admin Officer, received a grant/award acquisition of 757 shares of common stock on 02/24/2026 at $0.00 per share, increasing her directly held common stock to 358,554 shares.
Vistance Networks, Inc. executive Sucharczuk Guy, SVP & President of Aurora Networks, acquired 2,184 shares of common stock through a grant/award on 02/24/2026 at $0.0000 per share, increasing his direct holdings to 693,763 shares.
The new shares relate to additional performance share units earned based on actual performance for a period ending on 12/31/2025, and are scheduled to vest on 06/01/2026 subject to his continued employment. Footnotes also describe previously granted restricted stock units and performance share units with vesting dates in 2026–2028.
Vistance Networks, Inc. EVP & CFO Kyle David Lorentzen reported an equity award rather than an open-market trade. On 02/24/2026, he acquired 5,181 shares of common stock at $0.00 per share as a grant tied to performance share units. Following this award, he directly owns 2,055,307.465 shares, including multiple blocks of restricted and performance share units that vest between 06/01/2026 and 06/01/2028, subject to continued employment.
Vistance Networks, Inc. director Watts Claudius E. IV reported an equity award tied to prior performance share grants. On 02/24/2026, he acquired 2,365 additional performance share units of common stock at a price of $0.00 per share as a grant/award, not an open-market purchase.
These additional units were earned based on the company’s satisfaction of performance criteria for a period that ended on 12/31/2025 and are scheduled to vest on 06/01/2026, subject to his continued employment. Following this grant, he holds 1,463,475 shares and units directly, and 10,000 shares are held indirectly through the Watts Family Foundation.
Vistance Networks, Inc. reported that President and CEO Charles L. Treadway received an award of 18,171 shares of common stock on February 24, 2026, at a stated price of $0.00 per share, classified as a grant or award acquisition. These additional performance share units were earned based on actual performance and are scheduled to vest on June 1, 2026, subject to his continued employment. Following this award, he directly holds a total of 6,146,080 shares, which includes previously granted restricted stock units and performance share units with various vesting dates through 2028.
Vistance Networks reported a transformational 2025, with net sales rising to $1.93 billion, up 39.7% from 2024, and income from continuing operations swinging to $324.3 million from a loss of $206.0 million. Non-GAAP adjusted EBITDA jumped to $292.0 million from $24.5 million, while Core non-GAAP adjusted EBITDA rose to $379.4 million, a 176.1% increase.
Fourth-quarter 2025 net sales grew 23.9% to $514.5 million, though continuing operations posted a GAAP loss of $50.3 million. Non-GAAP adjusted net income for the quarter was $48.4 million, or $0.17 per diluted share.
Cash generation was strong, with 2025 operating cash flow of $322.9 million and free cash flow of $252.6 million. The company ended 2025 with $922.8 million in cash and total liquidity of about $1.51 billion. After completing the $10 billion sale of the CCS segment in January 2026 and using proceeds to repay all debt and redeem preferred equity, Vistance plans a special cash distribution of at least $10 per share by the end of April 2026. For 2026, it guides Core adjusted EBITDA in a range of $350 to $400 million.
Northwestern Mutual Investment Services Inc. reported a proposed sale of 662,733 shares of Common Stock, listed under COMM, in a Form 144 filing dated 06/02/2025.
The entry lists the sale as Non-Cash Compensation tied to Vistance Networks, Inc. with an additional note referencing 01/09/2026 and "Annual Vesting of Granted Shares throughout Employment."