PROXY SUMMARY

We provide the below highlights of certain information in this Proxy Statement. As it is only a summary, please refer to the complete Proxy Statement and the 2025 Annual Report before you vote.

The Annual Meeting

Proposals Up for Vote

The following proposals will be voted on at the Annual Meeting.

How to Cast Your Vote

Your vote is important! Please cast your vote and play a part in the future of Vistance Networks.

Stockholders of record, who hold shares registered in their names, can vote by:

The deadline for voting online or by telephone is 11:59 p.m., Eastern Time, on May 6, 2026. If you vote by mail, your proxy card must be received before the Annual Meeting.

Beneficial owners, who own shares through a bank, brokerage firm or other financial institution, can vote by returning the voting instruction form or by following the instructions for voting via telephone or the Internet provided by their bank, broker or other organization. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all your shares.

If you are a stockholder of record or a beneficial owner who has a legal proxy to vote the shares and has registered in advance with Equiniti and received a control number to attend the virtual Annual Meeting, you may choose to vote at the virtual Annual Meeting. Even if you plan to attend our virtual Annual Meeting, please cast your vote as soon as possible.

See the "Questions and Answers About the Annual Meeting and Voting" section for more details.

Board Nominees (page 15)

Vistance Networks' Board of Directors currently has eight members. All eight of our current directors are standing for re-election at the Annual Meeting, each for a one-year term. The following table provides summary information about each director standing for election to the Board of Directors.

L Lead Independent Director

C Chair

Stockholder Outreach Highlights

We regularly meet with investors to discuss a variety of business, industry and competitive dynamics. During the course of these discussions, the Company seeks to gather feedback on its executive compensation and governance programs to ensure that interests are aligned with stockholders.

In 2025, the Company received 57.9% support for its say-on-pay proposal, largely due to the use of cash-based incentive awards for executive compensation in 2024. This level of support was well below historical levels. Due to the change in the program structure, the Board of Directors and the management team initiated proactive outreach to better understand stockholders’ concerns.

To that end, in early 2025, representatives of the Company, as requested by the Chair of the Compensation Committee, spoke with investors representing approximately 48% of Vistance Networks' stockholder base as defined by voting shares outstanding. The Compensation Committee wanted to better understand investors’ perspectives on its executive compensation programs and governance practices. During the course of these discussions, the Company explained the design of its executive compensation programs and how they supported the long-term strategy and stockholder value creation. In addition, the Company solicited feedback on how it can continue to enhance its future compensation programs. The majority of stockholder input confirmed the executive compensation programs currently used by the Company, in which we have reverted to our more traditional use of a combination of time-based and performance-based equity awards. The Compensation Committee invites our stockholders to communicate any concerns or views on executive pay directly to the Board of Directors.

Please refer to “Corporate Governance—Stockholder Communications with Board of Directors” on page 25 for information about communicating with the Board.

Financial Performance Highlights(1)

Executive Compensation Program Highlights (page 37)

Our executive compensation approach is straightforward and supports our pay-for-performance philosophy, and typically includes:

The principal objectives of our NEO pay include:

Elements of our Executive Compensation Program (page 41)

The following table summarizes the primary elements of our executive compensation program for 2025. Please see our Compensation Discussion and Analysis beginning on page 36.

Corporate Governance Highlights (page 15)

We are committed to strong corporate governance, which we believe is important to the success of our business. Our corporate governance practices are described in greater detail in the “Corporate Governance Matters” section. Highlights include:

Corporate Responsibility and Sustainability Highlights

At Vistance Networks, we believe that corporate responsibility and sustainability mean making decisions that have a positive long-term impact on our people, planet, and bottom line. Our company-wide sustainability mission is to enable faster, smarter, and more sustainable solutions while demonstrating the utmost respect for our human and natural resources. Innovative technology, intelligent engineering, and energy efficient design help us accomplish our mission and achieve our goals. Vistance Networks designs and creates sustainable intelligent networks that make our customers more agile, while simultaneously helping preserve the natural ecosystems from which we source our raw materials.

Our company is supported by a strong corporate governance framework and well-defined set of principles and values. Vistance Networks is committed to maintaining the highest ethical standards and conducting business with integrity, honesty, fairness and transparency. Our governance practices continuously evolve in response to global and local changes, with the goal of creating lasting value for our stakeholders, customers and society as well as supporting resilience for our business.

We believe that acting with integrity includes creating a culture that invites and values the unique perspectives and contributions of all employees. We seek to embrace and leverage our diverse employee base and inclusive culture to create a more engaged workforce and enable business success, as well as our employees' professional success.

Vistance Networks' global footprint extends to more than 70 countries, highlighting the importance of measuring and mitigating our environmental impact on a global scale. We continue searching for innovative solutions and improved product design, adjusting our production, distribution and consumption patterns to minimize pressure on Earth’s finite resources.

We are proud of the Company’s significant standing in one of the world’s most vital and dynamic industries. We have made great strides in delivering on our sustainability actions while advancing the industry and creating a better and sustainable tomorrow. For the sake of our current and future generations, we will continue to grow as a sustainable, environmentally conscious business that benefits the whole planet.

Corporate Responsibility and Sustainability (CRS) Oversight

As a global company, Vistance Networks is exposed to risks at many levels. The Board of Directors has ultimate responsibility for CRS policies and practices. The Board’s three standing committees provide oversight and guidance over different aspects of CRS:

In addition, management-led teams devise, steer and execute our sustainability strategy and goals. They do this through an exhaustive system of checks and balances that assist in minimizing social, environmental, physical and ethical risks. The Company’s employees play an essential role in the sustainability program by implementing our sustainability actions and initiatives.

For additional information, which is not incorporated by reference into this Proxy Statement, see our Sustainability pages on the Vistance Networks website: https://www.vistancenetworks.com/sustainability/.

Information on our website is not, and should not be deemed to be, a part of this Proxy Statement, or incorporated by reference into any other filings we made with the Securities and Exchange Commission (Commission).

Corporate Responsibility and Sustainability Key Achievements

*Reported performance covers our activities and achievements within our operational boundaries/footprint in 2025. Reported performance may vary from actual as we finalize the Q4 2025 data. This is due to global energy billing processes—final data will be published on our Sustainability pages on the Vistance Networks website: https://www.vistancenetworks.com/sustainability/.

PROXY STATEMENT

Annual Meeting of Stockholders

May 7, 2026

This Proxy Statement is being furnished to the stockholders of the Company in connection with the solicitation of proxies by the Board of Directors for use at the Annual Meeting, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of 2026 Annual Meeting of Stockholders. The Annual Meeting will be held on May 7, 2026 at 1:00 p.m., Eastern Time. To provide expanded access to our Annual Meeting to stockholders who would not otherwise be able to attend, the 2026 Annual Meeting will be held solely on the Internet by virtual means. Information regarding how to access and vote at or participate in the virtual Annual Meeting is provided herein and in the accompanying Notice of 2026 Annual Meeting of Stockholders.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why did I receive a Notice of Internet Availability of Proxy Materials?

You are receiving this Proxy Statement because you owned shares of Vistance Networks common stock at the close of business on March 11, 2026 (Record Date), and that entitles you to vote at the Annual Meeting. By use of a proxy, you can vote whether or not you attend the Annual Meeting.

We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. On or about March 24, 2026, we mailed a Notice to our stockholders. The Notice contains instructions about how to access our proxy materials and vote via the Internet or telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via e-mail unless you elect otherwise.

Who is entitled to vote at the Annual Meeting?

Holders of our common stock outstanding at the close of business on the Record Date are entitled to vote their shares at the Annual Meeting. As of the Record Date, March 11, 2026, 225,462,860 shares of our common stock were issued and outstanding. Each share of our common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

The presence at the Annual Meeting virtually via the Internet or by proxy of the holders of record of a majority in voting power of the shares entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting.

What will I be voting on at the Annual Meeting and how does the Board recommend that I vote?

The holders of shares of common stock are being asked to consider and vote on the following items:

The Board recommends that you vote:

Each of Kyle D. Lorentzen and Krista R. Bowen has been selected by our Board to serve as a proxy holder for the Annual Meeting. All shares of our common stock represented by properly delivered proxies received in time for the Annual Meeting will be voted at the Annual Meeting by the proxy holders in the manner specified in the proxy by the stockholder. If you sign and return a proxy card without indicating how you want your shares to be voted, the persons named as proxies will vote your shares in accordance with the recommendations of the Board.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Equiniti, you are considered, with respect to those shares, the “stockholder of record.” The Proxy Statement has been or will be sent directly to you. If you are a “stockholder of record,” you can find your voter control number on your original proxy card or Notice of Internet Availability of Proxy Materials. This voter control number will allow you to access, participate in, and vote at our virtual Annual Meeting.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of those shares held in street name. The Proxy Statement has been or will be sent to you by your broker, bank or other holder of record who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote the shares in your account. If you are a “beneficial owner” and you wish to participate in or vote at our virtual Annual Meeting, you will need to obtain a legal proxy from your broker, bank or other holder of record and register for the virtual Annual Meeting in advance with Equiniti. For more information about the registration process, see “How do I vote?” below.

How do I vote?

Stockholder of Record. If you are a stockholder of record, you may vote by using any of the following methods:

Beneficial Owners. If you are a beneficial owner of shares, you may vote by using any of the following methods:

What does it mean if I receive more than one Notice, proxy card or voting instruction form?

If you received more than one Notice, proxy card or voting instruction form, your shares are registered in more than one name or are registered in different accounts. Please follow the voting instructions included in each Notice, proxy card and voting instruction form to ensure that all your shares are voted.

May I change my vote after I have submitted a proxy?

If you are a stockholder of record, you have the power to revoke your proxy at any time by:

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other holder of record.

Who will serve as the proxy tabulator and inspector of election?

A representative from Equiniti will serve as the independent inspector of election and will tabulate votes cast by proxy or in person at the Annual Meeting. We will report the results in a Form 8-K filed with the Commission within four business days of the Annual Meeting.

How will abstentions and “broker non-votes” be counted?

The shares of a stockholder whose ballot on any or all proposals is marked as “abstain” will be included in the number of shares present at the Annual Meeting to determine whether a quorum is present, but they will not be considered votes cast on any proposal. The director nominees will be elected if they receive the majority of the votes cast, so abstentions will have no effect on the outcome of Proposal No. 1. However, since these shares are considered present and entitled to vote, abstentions will have the same effect as a vote against Proposals No. 2, No. 3, No. 4, and No. 5. If you are a beneficial owner of shares and do not provide the record holder of your shares with specific voting instructions, your record holder may vote your shares on the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026 (Proposal No. 6). However, your record holder cannot vote your shares without specific instructions on the election of directors (Proposal No. 1), the advisory vote on the compensation of our NEOs (Proposal No. 2), the frequency of future advisory votes on the compensation of our NEOs (Proposal No. 3), or the vote to approve additional shares under our 2019 Long-Term Incentive Plan (Proposal No. 4). If your record holder does not receive instructions from you on how to vote your shares on Proposals 1, 2, 3 or 4, your record holder will inform the inspector of election that it does not have the authority to vote on that proposal with respect to your shares. This is generally referred to as a “broker non-vote.” Broker non-votes will be counted as present for purposes of determining whether a quorum is present, but they will not be counted in determining the outcome of the vote on Proposals 1, 2, 3 or 4.

What vote is required to approve each proposal?

The following table summarizes the votes required for passage of each proposal and the effect of abstentions and broker non-votes.

Who is paying for the cost of this proxy solicitation?

Our Board is soliciting the proxy accompanying this Proxy Statement. We will pay all proxy solicitation costs. Proxies may be solicited by our officers, directors and employees, none of whom will receive any additional compensation for their services. These solicitations may be made personally or by mail, facsimile, telephone, messenger, email or the Internet. We will pay brokers, banks and certain other holders of record holding shares of common stock in their names or in the names of nominees, but not owning such shares beneficially, for the expense of forwarding solicitation materials to the beneficial owners. The Company has retained Sodali & Co., located at 333 Ludlow Street, 5th Floor, Stamford, Connecticut 06902 (or by email at VISN.info@investor.sodali.com), to assist in the solicitation of proxies from stockholders. Sodali & Co. will receive a solicitation fee of approximately $11,000, plus reimbursement of certain out-of-pocket expenses.

What do I need to do to attend the meeting?

To provide expanded access to the Annual Meeting for stockholders who would not otherwise be able to attend, the Annual Meeting will be held solely on the internet by virtual means. Stockholders will not be able to attend the Annual Meeting in person.

In order to participate in and vote at the virtual Annual Meeting, stockholders of record as of the Record Date can visit the Virtual Meeting Site (https://edge.media-server.com/mmc/p/b9rwqxpm) and enter the Log-In Password (vistance2026) and the 11-digit control number previously provided to stockholders of record on the original proxy card or Notice of Internet Availability of Proxy Materials. Stockholders of record that have misplaced their 11-digit control number should call Equiniti at (800) 937-5449 or (718) 921-8124 in advance of the Annual Meeting to obtain their control number.

Beneficial owners, who own shares beneficially through a broker, bank or other nominee, must provide a legal proxy from such broker, bank or other nominee during registration and will be assigned a control number in order to vote their shares virtually and ask questions at the Annual Meeting. Beneficial owners who are unable to obtain a legal proxy to vote their shares will still be able to attend and listen to the virtual Annual Meeting live via the Virtual Meeting Site (https://edge.media-server.com/mmc/p/b9rwqxpm) as a guest but will not be able to vote their shares or ask any questions.

Instructions on how to connect and attend as a guest, as well as how to demonstrate proof of share ownership and participate live via the Internet, may be requested by e-mailing proxy@equiniti.com.

Will I be able to ask questions at the Annual Meeting?

Yes. We expect that our directors and executive officers, as well as representatives of our independent registered public accounting firm, will attend the virtual Annual Meeting and be available to answer questions. We will provide our stockholders of record and beneficial owners who register in advance in accordance with the instructions provided herein (see “What do I need to do to attend the meeting?” above), the opportunity to ask questions and make statements about a proposal during the formal business of the meeting. Questions and comments of a general nature will be held until after the conclusion of the formal business of the Annual Meeting. Instructions for submitting questions and making statements will be posted on the Virtual Meeting Site. This question and answer session will be conducted in accordance with certain Rules of Conduct. These Rules of Conduct will be posted on the Virtual Meeting Site, and may include certain procedural requirements, such as limiting repetitive or follow-up questions, so that more stockholders will have an opportunity to ask questions.

Is there a list of stockholders entitled to vote at the Annual Meeting?

A list of stockholders entitled to vote at the Annual Meeting will be available to any stockholder, for any purpose germane to the meeting, for a period of ten days ending on the day prior to the meeting, between the hours of 8:00 a.m. and 4:00 p.m., Eastern Time, at our offices at 2601 Telecom Parkway, Richardson, Texas 75082. If you would like to view the stockholder list, please contact our Corporate Secretary to schedule an appointment.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

To reduce costs and reduce the environmental impact of our Annual Meeting, we have adopted a procedure approved by the Commission called “householding.” Under this procedure, stockholders of record who have the same address and last name will receive only a single copy of our Proxy Statement and 2025 Annual Report, unless we have received contrary instructions from such stockholder. Stockholders who participate in householding will continue to receive separate proxy cards and Notices.

We will promptly deliver, upon written or oral request, individual copies of the proxy materials to any stockholder that received a household mailing. If you are a stockholder of record and would like an additional copy of the Proxy Statement or 2025 Annual Report, please contact our Corporate Secretary by mail at 2601 Telecom Parkway, Richardson, Texas 75082 or by phone at (972) 952-9700. If you are a beneficial owner, you may contact the broker or bank where you hold the account.

If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of our Proxy Statement and Annual Report, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact our Corporate Secretary by mail at 2601 Telecom Parkway, Richardson, Texas 75082 or by phone at (972) 952-9700.