Vistance Networks, Inc. 8-KCurrent Reports (8-K / ad hoc)

Financial Statements

Item 8.01. Other Events. On October 14, 2026, Vistance Networks, Inc. (the “Company”) announced in a press release that its Board of Directors has declared the payment of a one-time special cash distribution (the “Special Distribution”). The Special Distribution of $1.50 per share will be paid on November 6, 2026, to stockholders of record of the Company at the close of business on October 26, 2026. Pursuant to Nasdaq Rule 11140(b)(2), because the amount of the Special Distribution will be 25% or greater of the value of the Company’s common stock, the ex-dividend date will be November 9, 2026, the first business day following the payment date. A copy of the press release announcing the Special Distribution is attached hereto as Exhibit 99.1. U.S. Federal Tax Treatment of the Special Distribution The Company does not believe it has a meaningful amount of current and accumulated “earnings and profits.” As such, the Company currently expects that, for U.S. federal income tax purposes, the Special Distribution will be treated, first, as a return of capital to shareholders to the extent of their tax basis in their Company stock, and, thereafter, as capital gain from the sale or exchange of Company stock. The expected tax treatment of the Special Distribution is based upon currently available information and is subject to change. To the extent the Company has current or accumulated earnings and profits, as determined under U.S. federal income tax principles, the Special Distribution will be treated as a dividend. Within forty-five days following the Special Distribution, the Company will prepare and file in accordance with Treasury Regulations (including by posting a copy on the investor relations section of its website) an IRS Form 8937 reflecting the tax treatment of the Special Distribution, which may be based on available estimates and updated following a final determination. The information set forth above is provided only for general use and does not constitute a complete description of all of the U.S. federal or other tax consequences of the Special Distribution. Shareholders should consult their own tax advisors concerning such consequences.