VISN 10-K & 10-Q changes, risk factors and insider trading

The successful execution of our CommScope NEXT transformation plan is key to the long-term success of our business.

Difficulties may be encountered in the realignment of manufacturing capacity and capabilities among our global manufacturing facilitiesoperations, andincluding our contract manufacturersmanufacturers, that could adversely affect our ability to meet customer demand for our products.

Our business strategy hascould historically relied,rely, in part, on acquisitions to create growth. We may not fully realize anticipated benefits from past or future acquisitions or investments in other companies.

Climate change may have a long-terman impact on our business.

LaborDisruptions unrestin labor, including strikes or work stoppages, could have a material adverse effect on our business, results of operations and financial condition.

Our significant international operations expose us to economic, political, foreign exchange rate and other risks.

Our significant international operations expose us to increased challenges in complying with anti-corruption laws and regulations of the U.S. government and various other international jurisdictions.

We do not intend to pay regular dividends on our common stock and, consequently, the ability of investors to achieve a return on their investment in the ordinary course will depend on appreciation in the price of our common stock.

Our performance is dependent on third parties’ capital spending for constructing, rebuilding, maintaining or upgrading data, communication and entertainment networks, which can be volatile and difficult to forecast. Capital spending in the communications industry is cyclical and can be curtailed or deferred on short notice. We experienced a decrease in customer capital spending in 2024, which negatively impacted our results of operations, and while we experienced an increase in customer demand in 2025, we may continue to experience significant fluctuations in sales and operating income due to the volatility in our industry. A variety of factors affect the timing and amount of capital spending in the communications industry, including:

customer acceptance of new technologies and services offeredoffered, including solutions that have little or no impact on the environment;

Our customer base includes direct customers, original equipment manufacturers (OEMs) and channel partners, which include distributors, system integrators, value-added resellersresellers, MSPs, service providers and sales representatives. For the year ended December 31, 2024,2025, we derived approximately 19%35% of our consolidated net sales from our top two direct customers.customer. The concentration of our net sales with these key customers subjects us to a variety of risks, including:

We currently believe that our existing cash and cash equivalents, combined with availability under our asset-based revolving credit facility (Revolving Credit Facility),equivalents will be sufficient to meet our presently anticipated future cash needs for at least the next twelve months. However, we currently anticipate adding modest leverage to the business, although the form and amount of any such leverage has not yet been determined, and longer-term may be required to obtain additional financing in the future to addresssupport our liquidity needs, and subjectcapital-structure to market conditions, we may from time to time seek to amend, refinance, restructure, exchange or repurchase our outstanding indebtedness and/or raise additional equity or other financing.objectives. Any debt we incur in the future may have terms (including cash interest rate, financial covenants and covenants limiting our operating flexibility or ability to obtain additional financings) that are not favorable to us, and any such additional equity financing may dilute the economic and/or voting interests of our existing stockholders, may be preferred in right of payment to our outstanding common stock or confer other privileges to the holders and may contain financial or operational covenants that restrict our operating flexibility or ability to obtain additional financings. Furthermore, our failure to obtain any necessary financing, amendment, refinancing, restructuring, exchange or repurchasesfinancing could have a material and adverse effect on our results of operations, cash flows, financial condition and liquidity.

We may experience volatility in cash flows between periods due to, among other reasons, variability in the timing of vendor payments and customer receipts. We may, from time to time, seek to obtain alternative sources of financing, by borrowing additional amounts under our Revolving Credit Facility, issuing debt or equity securities or incurring other indebtedness, if market conditions are favorable, utilizing trade credit, selling assets (including businesses or business lines) or securitizing receivables to meet future cash needs or to reduce our borrowing costs. Any issuance of equity or debt may be for cash or in exchange for our outstanding securities or indebtedness, or a combination thereof.

We have substantial balances of goodwill and identified intangible assets. As of December 31, 2024,2025, goodwill and identified intangible assets represented approximately 47%32% of our total assets.assets (excluding assets held for sale). We are required to test goodwill for possible impairment on the same date each year and on an interim basis if there are indicators of a possible impairment. We have recognized substantial impairment charges related to goodwill, including $571.4$472.3 million in 2023 and $1,119.6 million in 2022.2023. For the 20242025 annual impairment test, we determined that the fair value of our reporting units exceeded the carrying value and that no impairment existed. In the future, if we are unable to improve our results of operations and cash flows, or other indicators of impairment exist, such as a sustained significant decline in our share price and market capitalization, we may incur material charges against earnings relating to our remaining goodwill.

We are dependent on certain raw materials and components linked to the commodity markets, and our profitability may be materially affected by changes in the market price. The principal raw materials and components we purchase are aluminum, copper, steel, bimetals, optical fiber, plastics and other polymers, capacitors, memory devices and silicon chips. Prices for aluminum, copper, steel, silicon, fluoropolymerssilicon and certain other polymersmemory have experienced significant volatility in the past as a result of changes in the levels of global demand, supply disruptions, including port, transportation and distribution delays or interruptions, and other factors. As a result, in the past we saw significant increases in costs that negatively impacted our results of operations. We adjusted our prices for most of our products, but if we see significant increases in costs again, we may have to adjust prices in the future. Delays in implementing price increases or a failure to achieve market acceptance of price increases has in the past, and could in the future, have a material adverse impact on our results of operations. Conversely, in an environment of falling commodities prices, we may be unable to sell higher-cost inventory before implementing price decreases, which could have a material adverse impact on our business, financial condition and results of operations.

We also utilize a limited number of key suppliers for logistics support of certain of our raw material and component purchases, including certain semiconductors, memory devices and chip capacitors, polymers, copper rod, copper and aluminum tapes, fine aluminum wire, steel wire, optical fiber, circuit boards and other electronic components, subassemblies and modules. Certain of our suppliers are sole source suppliers, and a number of our agreements with suppliers are short-term in nature. Our reliance on sole or limited suppliers and our reliance on subcontractors involves several risks, including a potential inability to obtain an adequate supply of required materials, components and other products, and reduced control over pricing, quality, terms and conditions of purchase and timely delivery. Coming out of the COVID-19 pandemic, we saw shortages in supply of memory devices, capacitors and silicon chips that negatively impacted our ability to deliver on a timely basis and increased our product costs, which unfavorably impacted our results of operations, financial condition and cash flows and increased our risk of excess and obsolescence component inventory.

We also source many of our components from international markets. Any change in the laws and policies of the U.S. or other countries affecting trade, including pursuant to policies of the newcurrent U.S. administration, is a risk to us. To the extent there are unfavorable changes imposed by the U.S. or other countries and/or retaliatory actions taken by trading partners, such as the addition of new tariffs or trade restrictions, we may experience material adverse impacts on earnings. For a more complete discussion of our risks related to tariffs and trade restrictions, see the risk factor, “Additional tariffs or a global trade war could increase the cost of our products, which could adversely impact the competitiveness of our products” under our “International Risk Factors” in this Item 1A. Risk Factors section.

The successful execution of our CommScope NEXT transformation plan is key to the long-term success of our business.

Over the last several years, we have been executing under a business transformation initiative called CommScope NEXT, designed to drive stakeholder value. CommScopeOur NEXTtransformation initiative could result in changes to our business that may result in a number of risks and uncertainties, including the following: lost customers or reduced sales volumes if customers do not accept higher pricing, our new product offerings or if we discontinue or divest of product lines; higher one-time costs such as restructuring costs and transaction, transformation and integration costs; the loss of key management and other employees if we are not successful in getting employee buy-in for CommScopeour NEXTtransformation initiative; and additional supply chain disruptions or higher costs of supplies if we do not successfully execute our projects related to direct and indirect procurement. The implementation of CommScopeour NEXTtransformation initiative may take longer than anticipated, and once implemented, we may not realize, in full or in part, the anticipated benefits or such benefits may be realized more slowly than anticipated. Any failure to realize benefits could have a material adverse effect on our business, financial condition, results of operations, cash flows and stock price.

Difficulties may be encountered in the realignment of manufacturing capacity and capabilities among our global manufacturing facilitiesoperations, andincluding our contract manufacturersmanufacturers, that could adversely affect our ability to meet customer demand for our products.

We periodically realign manufacturing capacity among our globalmanufacturing facilitiesfacility and contract manufacturers in order to reduce costs by improving manufacturing efficiency and to strengthen our long-term competitive position. The implementation of these strategic initiatives may include significant shifts of production capacity among facilities and contract manufacturers. For example, in the past, we have transitioned manufacturing for certain products in response to newly enacted tariffs. In addition, in response to intermittent shutdowns of our facilities during the COVID-19 pandemic, we transitioned certain manufacturing to less impacted facilities. These changes are time-consuming and costly, and changes in our contract manufacturers or manufacturing locations may cause significant interruptions in supply if the manufacturers have difficulty manufacturing products to our specifications. There are significant risks inherent in the implementation of these initiatives, including our failure to ensure the following: adequate inventory on hand or production capacity to meet customer demand while capacity is being shifted among facilities; maintaining product quality as a result of shifting capacity; adequate raw material and other service providers to meet the needs at the new production locations; ability to successfully remove, transport and re-install equipment; and availability of adequate supervisory, production and support personnel to accommodate the shifted production. In the event manufacturing realignment initiatives are not successfully implemented, we could experience lost future sales and increased operating costs, as well as customer relations problems, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

To better optimize our portfolio of products, we have recently divested the Home NetworksCCS segment, the OWN segment and the DAS business unit, the OneCell business and the Home business, and we may in the future decide to separate, discontinue or divest of other businesses or product lines that we believe are not core to CommScope’sour business, or where we believe the separation, discontinuation or divestiture will be accretive to stakeholders. A plan to separate, discontinue or divest a business or product line is complex in nature and can be affected by unanticipated developments or changes, including changes in the macroeconomic, regulatory or political environment, changes in credit or equity markets or changes in other market conditions.

Our business strategy hascould historically relied,rely, in part, on acquisitions to create growth. We may not fully realize anticipated benefits from past or future acquisitions or investments in other companies.

Since 2021, we have been engaged in a transformation initiative referred to as CommScope NEXT, which is designed to drive shareholder value through three pillars: profitable growth, operational efficiency and portfolio optimization. We believe these efforts are criticalcontinue to making us more competitive and allowing us to invest in growth, de-leverage our indebtedness and maximize stockholder and other stakeholder value in the future. In 2022, CommScope NEXT generated positive impactsfocus on net sales, profitability and cash flow from our execution on pricing initiatives, capacity expansion and operational efficiencies. In 2023, we experienced headwinds related to a slow-down in spending by our customers as discussed further below, but we continued to execute under CommScope NEXT to improve our profitability and cash flows by continuing to drivedriving operational efficiencies and focusingother oncost savings initiatives, as well as portfolio optimization, all of which is enablingenabled us to take advantage of the recovery in demand that we beganstarted to see beginning in late 2024.2024 Toand thatcontinuing end,through 2025. We continue to analyze the impacts of the recently announced tariffs under the current U.S. administration; however, we believe we have a manageable plan in place to prepare for potential impacts. Our approach of focusing on matters in our control has driven improved results in 2025 and will remain our focus into 2026. As a result, we incurred $36.7$19.7 million, $25.1$36.7 million and $41.8$29.4 million of net restructuring costs and $63.4$29.9 million, $27.1$63.4 million and $35.1$27.1 million of transaction, transformation and integration costs during the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively, primarily related to CommScopeour NEXTtransformation initiatives.initiative. We expect to continue to incur such costs induring 20252026 as we continue executing on CommScopeour NEXTtransformation initiatives,initiative, and the resulting charges and cash requirements could be material.

Unless otherwise noted, the following discussions relate solely to our continuing operations. As a result, we are reporting financial performance based on the following remaining threereportable operatingsegments: segments, which excludes the OWN segment, DAS business unit in NICSRUCKUS and Home business: Connectivity and Cable Solutions (CCS), NICS and ANS.Aurora. For further discussion of the discontinued operations related to our CCS segment, OWN segment, DAS business unit and Home business, see Note 4 in the Notes to Consolidated Financial Statements included elsewhere in the Annual Report on Form 10-K.

Core financial measures reflect the results of the CCS, NICSRUCKUS and ANSAurora segments, in the aggregate, and exclude general corporate costs that were previously allocated to the CCS segment, OWN segment,segment and DAS business unit and Home segment,unit, since these costs were not directly attributable to these discontinued operations. Beginning in the first quarter of 2024,2025, these costs related to the HomeOWN segment and DAS business unit have been reallocated to our remaining segments. These costs related to the OWNCCS segment and DAS business unit will be reallocated to our remaining segments beginning in the first quarter of 2025.2026. See “Segment Results” section below for the aggregation of our Core financial measures.

Net sales in 20242025 decreasedincreased $359.4$549.0 million, or 7.9%,39.7%, compared to the prior year primarily driven by decreasedincreased sales volumesvolumes, aspartially certainoffset customersby reducedlower purchases as they right-size their inventoriespricing and othersunfavorable pausedproduct capital spending and lower pricing.mix. The decreaseincrease was driven by lowerhigher net sales in the ANSAurora segment of $260.5$396.9 million and the NICSRUCKUS segment of $220.7$152.6 million, partially offset by higher net sales of $121.8 million in the CCS segment.million. For further details by segment, see the discussion of “Segment Results” below.

From a regional perspective in 2024,2025, net sales decreasedincreased in the U.S. by $248.1$458.2 million, the Caribbean and Latin American (CALA) region by $78.0 million and the Europe, Middle East and Africa (EMEA) region by $43.1$64.8 million, and increased in Canada by $7.5 million and the Asia Pacific (APAC) region by $2.3$30.0 million and Canada by $5.5 million, partially offset by a decrease in the Caribbean and Latin American (CALA) region by $9.5 million. Net sales to customers located outside of the U.S. comprised 34.3%28.5% of total net sales for 20242025 compared to 34.1%33.3% for 2023.2024. Foreign exchange rate changes did not have a material impact on our net sales during 2024.2025. For additional information on regional sales by segment, see discussion of Segment Results below and Note 1817 in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Gross profit decreasedincreased in 20242025 compared to the prior year primarily due to lowerhigher net sales volumes, partially offset by lower pricingpricing, unfavorable product mix and higher input costs, partially offset by favorable product mix.costs.

Transition service agreement income (TSA)

Transition service agreement (TSA) income is related to the Amphenol TSA executed in conjunction with the closing of the transactions to divest of the OWN segment and DAS business unit and the OneCell business, as well as the TSA we entered into with Vantiva in conjunction with the closing of the transaction to divest of the Home business in January 2024.business. Under the TSA agreement,TSAs, we providedprovide (and in some instances received)receive certain post-closing support on a transitional basis. As of the endyear ofended December 31, 2024, the servicesmajority forof the Vantiva haveTSA services had ceased. For additional information related to the TSAs, see Note 4 in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

For 2024,2025, selling, general and administrative (SG&A) expense decreasedincreased by $27.7$25.4 million compared to 2023,2024, primarily due to cost saving initiatives and lower bad debt expense of $11.6 million, partially offset by higher transaction, transformation, and integration costs of $36.2 million and higher variable incentive compensation expense of $14.3$42.0 million.million Weand expecthigher realization of cost savings in the prior year related to continueour totransformation incurinitiative, partially offset by lower transaction, transformation and integration costs inof 2025$33.5 and the resulting charges and cash requirements could be material.million.

Research and development (R&D) expense for 20242025 increased by $36.0 million due to higher spending within both the RUCKUS and Aurora segments, but decreased byas $66.9a millionpercentage of sales, compared to the prior year primarily due to lower spending within all segments.year. R&D activities generally involve ensuring that our products are capable of meeting the evolving technological needs of our customers, bringing new products to market and modifying existing products to better serve our customers.

Amortization of purchased intangible assets, Restructuring costs, net and Asset impairmentsOther

The net restructuring costs recorded in 20242025 were primarily related to CommScopeour NEXT.transformation initiative. For the year ended December 31, 2024,2025, our net restructuring costs were $36.7$19.7 million and we paid $28.9$9.5 million to settle restructuring liabilities. We expect to make cash payments of $4.0$4.6 million in 20252026 and $0.3 million during 2027 to settle CommScopeour NEXTtransformation restructuring actions. Additional restructuring actions related to CommScopeour NEXTtransformation initiative are expected to be identified, and the resulting charges and cash requirements could be material.

Interest expense and Interest income

For 2024,2025, we recognized an income tax expensebenefit of $51.7$269.4 million on a pretax lossincome of $409.3$54.9 million. OurFor taxthe expenseyear onended aDecember pretax31, loss2025, wasour income taxes were less than the statutory rate of 21.0% in 2024 primarily21% due to the unfavorable impact related to an additional net $135.2$259.8 million of tax benefit from the release of a valuation allowance recordedas duringwell as the year. Our tax expensebenefit wasassociated also impacted unfavorably by the U.S. anti-deferral provisions and non-creditable withholding taxes, partially offset by tax benefits related towith federal tax credits. Offsetting these benefits for the year ended December 31, 2025, were non-deductible employee compensation expense of $25.6 million and the unfavorable impacts of U.S. anti-deferral provisions. See Note 1413 in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for more discussion of our income tax expense.taxes.

The corporate and other line item above primarily reflects general corporate costs that were previously allocated to the OWN segment,segment and DAS business unit and Home segment.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 2024,2025, the corporate and other costs related to the HomeOWN segment and DAS business unit have been reallocated to our remaining segments and partially offset by income from the VantivaAmphenol TSA. The corporate and other costs related to the OWNCCS segment and DAS business unit will be reallocated to our remaining segments beginning in the first quarter of 2025.2026.

Net sales for the NICSRUCKUS segment decreasedincreased in 20242025 compared to the prior year primarily due to lowerhigher sales volumes of our Ruckus products driven by lower demand and channel inventory digestion.pricing. From a regional perspective in 2024,2025, net sales decreasedincreased in the U.S. by $140.2$91.1 million, the EMEA region by $47.8$37.5 million, the APAC region by $27.0$19.3 million andmillion, Canada by $8.7$4.2 million,million but increased inand the CALA region by $3.0$0.5 million compared to the prior year. Foreign exchange rate changes did not have a material impact on NICSRUCKUS segment net sales during 2024.2025.

For 2024,2025, NICSRUCKUS segment operating income and adjusted EBITDA decreasedincreased compared to the prior year primarily due to lowerhigher sales volumes and E&O reserves recorded for excess inventory,pricing, partially offset by lowerhigher SG&A, R&D costs and favorableinput product mix.costs. In 2024,2025, compared to the prior year, NICSRUCKUS segment operating income was unfavorably impacted by anthe increasepretax loss of $3.2$4.8 million inon transaction,the transformation and integrations costs and a reductionsale of $3.5our millionOneCell inbusiness gainswhich related to the settlement of an intellectual property litigation claim received in the prior year. These unfavorable impacts were partially offset by a reduction of $4.6 million in restructuring costs. Transaction, transformation and integration costs, intellectual property litigation costs and restructuring costs areis not reflected in adjusted EBITDA. See “Reconciliation of Segment Adjusted EBITDA” within this Management’s Discussion and Analysis of Financial Condition and Results of Operations, below.

Net sales for our ANSAurora segment decreasedincreased in 20242025 compared to the prior year primarily due to lowerhigher sales volume asfrom certainan customersincrease havein paused spending as they right-size their inventory levels.demand. From a regional perspective in 2024,2025, net sales decreasedincreased in the U.S. by $223.4$367.1 million, the EMEA region by $32.0$27.8 million, the APAC region by $10.7 million and Canada by $1.3 million, but decreased in the CALA region by $30.8$10.0 million, but increased in the APAC region by $15.8 million and Canada by $9.9 million compared to the prior year.million. Foreign exchange rate changes did not have a material impact on ANSAurora segment net sales during 2024.2025.

ExcludingFor the prior year goodwill impairment charge of $472.3 million from operating loss, for 2024,2025, ANS segment operating lossincome and adjusted EBITDA were negatively impacted by lower sales volumes and unfavorable product mix, partially offset by benefits from lower SG&A, input and R&D costs,increased compared to the prior year. The reductions in SG&A costs wereyear primarily due to costhigher savingssales initiatives.volumes, partially offset by higher SG&A, R&D and input costs and unfavorable product mix. For 2025, ANS segment operating lossincome was favorably impacted by a reduction of $63.1 millionreductions in amortization expense, partially offset by an increaseexpense of $37.8$21.7 million, restructuring costs of $21.7 million inand transaction, transformation and integration costs of $13.8 million. Amortization expense, restructuring costs.costs and transaction, transformation and integration costs and are not reflected in adjusted EBITDA. Also see “Reconciliation of Segment Adjusted EBITDA” within this Management’s Discussion and Analysis of Financial Condition and Results of Operations, below.

Liquidity and Capital Resources 2

The following narrative is an analysis of the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025. The discussion is provided to increase the understanding of, and should be read in conjunction with, the unaudited condensed consolidated financial statements and accompanying notes included in this report, as well as the audited consolidated financial statements, related notes thereto and management’s discussion and analysis of financial condition and results of operations, including management’s discussion and analysis regarding the application of critical accounting policies and the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2025 (2025 Annual Report).

We are a global provider of infrastructureintelligent solutionsnetwork for communication, data center and entertainment networks.solutions. Our solutions for wired and wireless networks enable service providers, including cable, telephone and digital broadcast satellite operators and media programmers, to deliver media, voice,voice and 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.services. Our solutions are complemented by services including technical support, systems design and integration. We are a leader in digital video and IP television distribution systems, broadband access infrastructure platforms and equipment that delivers data and voice networks to homes. Our global leadership position is built upon innovative technology, broad solution offerings, high-quality and cost-effective customer solutions, and global manufacturing and distribution scale.

Following the divestiture of the Connectivity and Cable Solutions (CCS) segment that was completed on January 9, 2026, we initiated a new restructuring plan to right-size itsour cost structure and align operations with itsour revised business scope. As a result of this transaction, the new restructuring plan and our prior transformation initiative, we incurred $9.6$8.4 million and $11.2$15.1 million of net restructuring costs and $10.7$7.6 million and $4.3$5.6 million of transaction, transformation and integration costs for the three and six months ended June 30, 2026, respectively. We incurred $1.6 million and $11.5 million of net restructuring costs and $12.3 million and $10.0 million of transaction, transformation and integration costs during the three and six months ended MarchJune 31, 2026 and30, 2025, respectively. We expect to continue to incur such costs during the remainder of 2026 as we continue executing on our current transformation initiative, and the resulting charges and cash requirements could be material.

In addition to the divestiture of the CCS segment, we completed the divestitures of our Home Networks (Home) business, Outdoor Wireless Networks (OWN) segment and Distributed Antenna Systems (DAS) business unit during 2025 and 2024. Unless otherwise noted, the following discussions relate solely to our continuing operations. For further discussion of the discontinued operations related to our CCS segment, OWN segment, DAS business unit and Home business, see Note 2 in the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in the Annual Report on Form 10-K.herein.

Our continuing operations results include general corporate costs that were previously allocated to the RUCKUS segment, CCS segment, OWN segment and DAS business unit. These indirect costs, reflected on the corporate and other line item within our segment information below, are 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 our remaining segments and partially offset by income from our transition service agreement with Amphenol Corporation (Amphenol TSA). The corporate and other costs related to the CCS segment have been reallocated to our remaining segments and partially offset by income from ourthe Amphenol TSA beginning in the first quarter of 2026. Beginning in the third quarter of 2026, the corporate and other costs related to the RUCKUS segment will be reallocated to our remaining segment and partially offset by income from the Transition Service Agreement with Belden (Belden TSA).

Additionally, below we refer to certain supplementary Core financial measures, which reflect the results of the RUCKUS and Aurora segments, in the aggregate,segment and exclude general corporate costs that were previously allocated to the RUCKUS segment, CCS segment, OWN segment and DAS business unit, since these costs were not directly attributable to the discontinued operations. The Core results represent the business results as currently managed and reported by the Company. Future results and the composition of any business divested in the future may vary and differ materially from the presentation of the Core financial measures. See the “Segment Results” section below for thea aggregationbreakdown of Aurora’s results which represent our Core financial measures.measures, and corporate and other costs which include the general corporate costs that were previously allocated to the divestitures.

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED MARCHJUNE 31,30, 2026 WITH THE THREE AND SIX MONTHS ENDED MARCHJUNE 31,30, 2025

Core financial measures reflect the results of the RUCKUS and Aurora segments, in the aggregate,segment and exclude general corporate costs that were previously allocated to the RUCKUS segment, CCS segment, OWN segment and DAS business unit, since these costs were not directly attributable to these discontinued operations. Beginning in the first quarter of 2025, these costs related to the OWN segment and DAS business unit have been reallocated to our remaining segments and partially offset by income from ourthe Amphenol TSA. These costs related to the CCS segment have been reallocated to our remaining segments and partially offset by income from ourthe Amphenol TSA beginning in the first quarter of 2026. SeeBeginning “Segment Results” section below forin the aggregationthird quarter of 2026, these costs related to the RUCKUS will be reallocated to our Coreremaining financialsegment measures.and partially offset by income from the Belden TSA.

From a regional perspective, for the three months ended March 31, 2026 compared to the prior year period, net sales increased in the U.S. by $63.6 million, the Europe, Middle East and Africa (EMEA) region by $19.3 million and the Asia Pacific (APAC) region by $14.4 million, but decreased in Canada by $9.0 million and the Caribbean and Latin America (CALA) region by $4.6 million. Net sales to customers located outside of the U.S. comprised 30.5%19.2% and 19.1% of total net sales for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to 32.0%21.2% and 24.3% for the three and six months ended MarchJune 31,30, 2025.2025, respectively. Foreign exchange rate changes did not have a material impact on our net sales during the three or six months ended MarchJune 31,30, 2026 compared to the prior year period.periods. For additional information on regional sales by segment, see “Segment Results” below and Note 6 in the Notes to Unaudited Condensed Consolidated Financial Statements included herein.

Gross profit increaseddecreased by $36.1$35.3 million and $20.8 million, for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the prior year periodperiods primarily due to increasedunfavorable netproduct sales volumesmix and lower pricing, partially offset by lower input costs. For the six months ended June 30, 2026, gross profit was also favorably impacted by an increase in sales volume compared to the prior year period.

For the three months ended March 31, 2026, selling,Selling, general and administrative (SG&A) expense increaseddecreased by $0.3$15.6 million,million butand decreased$27.5 asmillion afor percentagethe ofthree sales,and six months ended June 30, 2026, respectively, compared to the prior year period.periods. TheFor increasethe three and six months ended June 30, 2026, the decrease was primarily due to increaseddecreased variable incentive compensation expense of $2.2$7.6 million and $8.2 million, respectively, and decreased legal expense of $4.9 million and $11.5 million, respectively, partially offset by higher transaction costs of $6.4 million, mostly offset by a reduction in legal expense of $6.6$1.9 million and various2.3 othermillion, costs.respectively.

Research and development (R&D) expense for the three and six months ended MarchJune 31,30, 2026 decreased by $8.0$12.3 million and $18.4 million, respectively, due to lower spending within both the RUCKUS and Aurora segments,segment compared to the prior year period.periods. R&D activities generally involve ensuring that our products are capable of meeting the evolving technological needs of our customers, bringing new products to market and modifying existing products to better serve our customers.

For the three and six months ended MarchJune 31,30, 2026, amortization of purchased intangible assets was lower compared to the prior year periodperiods because certain of our intangible assets became fully amortized.

The net restructuring costs recorded in the three and six months ended MarchJune 31,30, 2026 were primarily related to our new restructuring plan to right-size our cost structure and align operations with our revised business scope. For the three and six months ended MarchJune 31,30, 2026, our net restructuring costs were $9.6$8.4 million and $15.1 million, respectively, and we paid $6.1$4.6 million and $9.9 million, respectively, to settle restructuring liabilities. We expect to make cash payments of $7.0$6.6 million in the remainder of 2026 and $0.7$0.9 million during 2027 to settle our restructuring actions. Additional restructuring actions related to our restructuring efforts are expected to be identified, and the resulting charges and cash requirements could be material.

Foreign currency gain (loss) includes the net foreign currency gains and losses resulting from the settlement of receivables and payables, foreign currency contracts and short-term intercompany advances in a currency other than the subsidiary’s functional currency. The change in foreign currency gain (loss) for the three and six months ended MarchJune 31,30, 2026 compared to the prior year periodperiods was primarily driven by certain unhedged currencies.

In connection with the sale of the CCS segment that was completed on January 9, 2026, we repaid our third‑party debt at closing, and all interest expense was reported within discontinued operations. However, we expect to incur interest expense in the future. The increase in interest income compared to the prior year periodperiods was primarily driven by interest earned on the net proceeds related to the sale of the CCS segment.

For the three and six months ended MarchJune 31,30, 2026, we recognized an income tax benefit of $185.2$28.7 million on a pretax loss of $2.6 million and an income tax benefit of $22.3 million on pretax income of $46.5$20.4 million.million, respectively. Our income taxes were less than the statutory rate of 21.0% for the three and six months ended MarchJune 31,30, 2026, primarily due to $196.6$21.0 million and $21.2 million, respectively, of tax benefit associated with the Company’s equity compensation plan. Additionally, we recognized $7.1 million of tax benefit recognizedfor ineach of the quarterthree associatedand withsix amonths taxended planningJune strategy.30, 2026 related to remeasuring certain net deferred taxes. Offsetting these benefits for the three and six months ended June 30, 2026, were the unfavorable impacts of U.S. anti-deferral provisions.

For the three and six months ended MarchJune 31,30, 2025, we recognized income tax expense of $2.5 million on pretax income of $8.4 million and an income tax benefit of $357.5$359.2 million on a pretax loss of $16.4.$20.8 million, respectively. Our income taxes for the three and six months ended MarchJune 31,30, 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.credits, as well as $361.1 million associated with a tax planning strategy for the six months ended June 30, 2025. Offsetting these benefits for the three and six months ended June 30, 2025, 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.

Aurora’s results represent our Core financial measures reflect the results of the RUCKUS and Aurora segments, in the aggregate, and exclude general corporate costs that were previously allocated to the CCS segment, OWNRUCKUS segment and DASCCS business unit,segment, since these costs were not directly attributable to these discontinued operations.

The corporate and other line item above primarily reflects general corporate costs that were previously allocated to the CCS segment, OWNRUCKUS segment and DASCCS business unit.segment. 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 our 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 our remaining segments and partially offset by income from the Amphenol TSA beginning in the first quarter of 2026. Beginning in the third quarter of 2026, the corporate and other costs related to the RUCKUS segment will be reallocated to our remaining segment and partially offset by income from the Belden TSA.

For the three months ended MarchJune 31,30, 2026, net sales decreased in the Aurora segment compared to the prior year period primarily due to unfavorable product mix, lower pricing and lower sales volume. For the six months ended June 30, 2026, net sales increased in the Aurora segment compared to the prior year period primarily due to higher sales volumes in Access Technologies,volume, partially offset by unfavorable product mix and lower pricing. From a regional perspective, for the three months ended MarchJune 31,30, 2026, Aurora segment net sales decreased in the EMEA region by $4.8 million and Canada by $2.7 million, but increased in the U.S. by $3.5 million, the APAC region by $0.4 million and the CALA region by $0.3 million, compared to the prior year period. For the six months ended June 30, 2026 compared to the prior year period, net sales increased in the U.S. by $83.2 million, the EMEA region by $4.5$86.7 million and the APAC region by $1.2$1.6 million, but decreased in Canada by $8.7$11.4 million andmillion, the CALA region by $6.8$6.5 million,million compared toand the priorEMEA yearregion period.by $0.3 million. Foreign exchange rate changes did not have a material impact on our Aurora segment net sales during the three or six months ended MarchJune 31,30, 2026.2026 compared to the prior year periods.

For the three and six months ended MarchJune 31,30, 2026, Aurora segment operating income and adjusted EBITDA increaseddecreased compared to the prior year periodperiods primarily duedriven toby unfavorable product mix, lower pricing, lower sales volume and higher salesSG&A, volumespartially offset by lower input costs and lower R&D costs,costs. partiallyFor offsetthe six months ended June 30, 2026, Aurora segment operating income and adjusted EBITDA were also favorably impacted by lower pricing, higher SG&Asales and input costs and unfavorable product mix.volume. For the three and six months ended MarchJune 31,30, 2026, Aurora segment operating income was unfavorably impacted by increases in restructuring costs of $6.4 million and $3.1 million, respectively, and transaction, transformation and integration costs of $3.0 million and $4.8 million, respectively. Aurora segment operating income was favorably impacted by reductionsdecreases in amortization expense of $3.4 million, restructuring costs of $3.3$2.4 million and $5.8 million, respectively, for the three and six months ended June 30, 2026. Restructuring costs, transaction, transformation and integration costs of $1.8 million. Amortization expense, restructuring costs and transaction,amortization transformation and integration costsexpense are not reflected in adjusted EBITDA. See “Reconciliation of Segment Adjusted EBITDA” below.

Includes cash and cash equivalents in assets held for sale of $168.4$38.0 million as of June 30, 2026 and $309.2 million as of December 31, 2025.

Working capital is net of assets and liabilities held for sale and consists of current assets of $3,323.8$938.3 million less current liabilities of $498.6$405.5 million as of MarchJune 31,30, 2026 and current assets of $1,471.7$1,171.6 million less current liabilities of $711.6$468.1 million as of December 31, 2025.

In connection with the sale of the CCS segment on January 9, 2026, on the closing date, we (i) repaid in full all outstanding indebtedness using a portion of the proceeds from the transaction and terminated all outstanding commitments under eachthe ofprior ourrevolving Priorcredit Revolving Credit Agreementagreement dated as of April 4, 2019,2019. andWe ourentered Priorinto Terma Loannew senior secured asset-based revolving credit facility (Revolving Credit Agreement, dated as of December 17, 2024 and (iiFacility) satisfied and discharged the indentures governing the Notes and redeemed all outstanding Notes on JanuaryApril 26,7, 2026 using a portion of the proceeds from the transaction.2026.

Total capitalization includes stockholders’ equity (deficit) for both periods presented, and also includes long-term debt and Series A Convertible Preferred Stock (Convertible Preferred Stock) as of December 31, 2025.

Our principal sources of liquidity on a short-term basis are cash and cash equivalents and cash flows provided by operations. On a long-term basis, our potential sources of liquidity also include raising capital through the issuance of equity and/or debt. On April 7, 2026, we 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 our 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 forFor further discussion of the New Revolving Credit Facility.Facility, see Note 5 in the Notes to Unaudited Condensed Consolidated Financial Statements included herein.

The primary uses of liquidity include working capital requirements, capital expenditures, business separation transaction costs, transformation costs, restructuring costs, litigation settlements, income tax payments andpayments, other contractual obligations.obligations, and periodic repurchases of our outstanding common stock.

Working capital, net of assets and liabilities held for sale and excluding cash and cash equivalents, increased during the threesix months ended MarchJune 31,30, 2026 compared to the fourth quarter of 2025 primarily due to increases in prepaid expenses and inventory balances and a decrease in accounts payableaccrued and other liabilities.liabilities, partially offset by increased accounts payable. The net decrease in total capitalization during the threesix months ended MarchJune 31,30, 2026 is primarily driven by the repayment of debt in connection with the sale of the CCS segment, partially offset by net income reflected for the period.

During the threesix months ended MarchJune 31,30, 2026, the increase in net cash used in operating activities compared to the prior year period was primarily driven by a higher use of cash from working capital and higher variable incentive compensation payments,payments and cash taxes paid, partially offset by lower interest and cash taxes paid in the current year period compared to the prior year period.

During the threesix months ended MarchJune 31,30, 2026, the increase in cash generated by investing activities compared to the prior year period was primarily driven by $10,460.4net proceeds of $10,541.7 million of net proceeds related to the sale of the CCS segment to Amphenol in the current year period compared to net proceeds of $2,034.5 million of net proceeds related to the sale of the OWN segment and DAS business unit and $7.3 million related to the sale of the OneCell business to Amphenol in the prior year period. The net cash generated by investing activities also benefited from favorable impacts due to decreased capital expenditures of $2.2$4.2 million compared to the prior year period.

During the threesix months ended MarchJune 31,30, 2026, in connection with sale of the CCS segment, we repaid in full all outstanding indebtedness using a portion of the proceeds from the transaction which included repayment of our then-existing 2029 Term Loan in an aggregate outstanding principal amount of $3,150 million and the redemption of all outstanding Notes including (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. We also recorded a loss of $11.3 million on the extinguishment of debt for the threesix months ended MarchJune 31,30, 2026. In addition, on the closing date, we redeemedpaid $1,278.7 million of cash to redeem 100% of the Convertible Preferred Stock for $1.3 billion of cash.Stock.

During the threesix months ended MarchJune 31,30, 2025, we repurchased $299.0 million in aggregate principal amount of our 2029 Secured Notes and repurchased in full the $1,500.0 million outstanding amount of our 2026 Secured Notes. We also borrowed $50.0 million and repaid $250.0 million of outstanding borrowings under our Prior Revolving Credit Facility during the threesix months ended MarchJune 31,30, 2025. In connection with the debt refinancing completed in December 31, 2024, we paid $5.7 million of debt issuance costs during the three months ended March 31, 2025.

During the threesix months ended MarchJune 31,30, 2026, we received proceeds of $1.8 million related to the exercise of stock options. In addition, during the six months ended June 30, 2026, employees surrendered shares of our common stock to satisfy their tax withholding requirements on vested restricted stock units (RSUs) and performance share units (PSUs), which reduced cash flows by $20.4$43.2 million compared to $1.5$10.9 million in the prior year period.

We also believe presenting these non-GAAP results for the twelve months ended MarchJune 31,30, 2026 provides an additional tool for assessing our recent performance. Such amounts are unaudited and are derived by subtracting the data for the threesix months ended MarchJune 31,30, 2025 from the data for the year ended December 31, 2025 and then adding the data for the threesix months ended MarchJune 31,30, 2026.

These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control, including, without limitation, the occurrence of any event, change or other circumstances that could give rise to the termination of the purchase agreement for the Ruckus transaction; the inability to complete the proposed transaction due to the failure to satisfy any of the conditions to completion of the proposed transaction, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction; the effect of the announcement of the proposed transaction on the Company’s relationships, operating results and business generally; the risk that the proposed transaction will not be consummated in a timely manner; exceeding the expected costs of the transaction; our dependence on customers’ capital spending on data, communication and entertainment equipment, which could be negatively impacted by a regional or global economic downturn, among other factors; the potential impact of higher than normal inflation; concentration of sales among a limited number of customers and channel partners; risks associated with our sales through channel partners; changes to the regulatory environment in which we and our customers operate; changes in technology; industry competition and the ability to retain customers through product innovation, introduction, and marketing; changes in cost and availability of key rawcomponents, materials,including componentsmemory and commoditieschips, and the potential effect on customer pricing and timing of delivery of products to customers; risks related to our ability to implement price increases on our products and services; risks associated with our dependence on a limited number of key suppliers for certain raw materials and components; risks related to the successful execution of our transformationinitiatives initiativerelated andto otherstranded costcosts saving initiativesreductions; potential difficulties in realigning global manufacturing capacity and capabilities amongbetween our global manufacturing facility orand thosefacilities of our contract manufacturers that may affect our ability to meet customer demands for products; possible future restructuring actions; the risk that our manufacturing operations, including our contract manufacturers on which we rely, encounter capacity, production, quality, financial or other difficulties causing difficulty in meeting customer demands; our ability to incur indebtedness at acceptable interest rates or at all; our ability to generate cash to service any future indebtedness; the ability to recognize the expected benefits of the sale of the CCS segment and prior sale transactions, including the expected financial performance of Vistance Networks following the transaction and prior sale transactions; the effect of the proposed transaction and prior sale transactions on the ability of Vistance Networks to retain and hire key personnel and maintain relationships with its key business partners and customers, and others with whom it does business, or on its operating results and businesses generally; the response of Vistance Network’s competitors, creditors and prior stakeholders to the proposed transaction and prior sale transactions; potential litigation relating to the proposed transaction and prior sale transactions; our ability to integrate and fully realize anticipated benefits from prior or future divestitures, acquisitions or equity investments; possible future additional impairment charges for fixed or intangible assets, including goodwill; our ability to attract and retain qualified key employees; labor unrest; product quality or performance issues, including those associated with our suppliers or contract manufacturers, and associated warranty claims; our ability to maintain effective management information technology systems and to successfully implement major systems initiatives; cyber-securitycyber security incidents, including data security breaches, ransomware or computer viruses; the use of open standards; the long-term impact of climate change; significant international operations exposing us to economic risks like variability in foreign exchange rates and inflation, as well as politicalpolitical, geopolitical and other risks, including the impact of wars, regional conflicts and terrorism; our ability to comply with governmental anti-corruption laws and regulations worldwide; the impact of export and import controls and sanctions worldwide on our supply chain and ability to compete in international markets; changes in the laws and policies in the U.S. affecting trade, including the risk and uncertainty related to tariffs or potential trade wars and potential changes to laws and policies, that may impact our products and costs; the costs of protecting or defending intellectual property; costs and challenges of compliance with domestic and foreign social and environmental laws; the impact of litigation and similar regulatory proceedings in which we are involved or may become involved, including the costs of such litigation; the scope, duration and impact of disease outbreaks and pandemics, such as COVID-19, on our business, including employees, sites, operations, customers, supply chain logistics and the global economy; our stock price volatility; income tax rate variability and ability to recover amounts recorded as deferred tax assets; and other factors beyond our control.