Viasat (NASDAQ: VSAT) adds two independent directors in deal with Carronade

Rhea-AI Filing Summary

Viasat, Inc. expanded its Board of Directors by appointing Shekar Ayyar as an independent Class II director, with a term through the 2028 annual meeting, and Jinhy Yoon as an independent Class I director, with a term through the 2027 annual meeting. Following these additions, the Board has 10 directors, 8 of whom are independent, and both new directors will serve on the Strategic Review Committee. Viasat also entered into a Cooperation Agreement with Carronade Capital Management and its investor group, under which the investors agreed to voting commitments, customary standstill obligations and mutual non-disparagement provisions for a defined standstill period tied to the 2027 annual meeting and the 2026 annual meeting anniversary.

Insights

Governance and activism analyst

Viasat adds two independent directors and formalizes an activist cooperation framework.

Viasat is broadening its board and strategic oversight by adding Shekar Ayyar and Jinhy Yoon as independent directors and placing them on the Strategic Review Committee. Both bring experience in technology, M&A, capital allocation and communications infrastructure.

The Cooperation Agreement with Carronade Capital Management secures voting commitments, standstill obligations and mutual non-disparagement for a defined period. This arrangement can stabilize governance dynamics while an ongoing strategic review proceeds, with the agreement set to terminate upon specified triggers such as an Extraordinary Transaction or further board expansion.

For investors, the key elements are the increased proportion of independent directors and the formalized relationship with an engaged shareholder. Future company filings describing the strategic review’s conclusions or any Extraordinary Transaction will clarify how this governance structure translates into operational or portfolio changes.

8-K Event Classification

4 items: 1.01, 5.02, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Board size: 10 directors Independent directors: 8 independent directors Ayyar board term end: 2028 annual meeting +4 more

7 metrics

Board size 10 directors Total Viasat directors after appointing Ayyar and Yoon

Independent directors 8 independent directors Independence count after new appointments

Ayyar board term end 2028 annual meeting Class II director term for Shekar Ayyar

Yoon board term end 2027 annual meeting Class I director term for Jinhy Yoon

Assets under management $3.5 billion Carronade Capital assets under management

Investments overseen $30 billion Debt and equity investments overseen by Jinhy Yoon at PIMCO

Altair sale value $10+ billion Approximate sale price of Altair Engineering to Siemens cited in background

Key Terms

Cooperation Agreement, Strategic Review Committee, standstill obligations, Standstill Period, +2 more

6 terms

Cooperation Agreement regulatory

"the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with Carronade Capital Management"

A cooperation agreement is a formal contract between two or more organizations that lays out who will do what, how resources and responsibility are shared, how benefits or costs are divided, and how disputes or exits are handled. Like two chefs agreeing on a shared recipe and kitchen duties, it matters to investors because it can create new revenue paths, shift costs or risks, affect who controls key assets or technologies, and change a company’s future growth prospects.

Strategic Review Committee governance

"Mr. Ayyar and Ms. Yoon were each appointed to serve on the Strategic Review Committee of the Board"

standstill obligations regulatory

"the Investor Group agreed to abide by certain voting commitments, customary standstill obligations and mutual non-disparagement provisions"

Standstill Period regulatory

"which obligations will remain in effect until the earlier of (i) the date that is thirty (30) calendar days prior ... (the “Standstill Period”)"

Extraordinary Transaction regulatory

"the announcement of the execution of definitive transaction documents with respect to an Extraordinary Transaction (as such term is defined in the Cooperation Agreement)"

Regulation FD Disclosure regulatory

"Item 7.01. Regulation FD Disclosure. On May 7, 2026, the Company issued a press release"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

Understanding 8-K Material Events →

VIASAT INC false 0000797721 0000797721 2026-05-06 2026-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 6, 2026

VIASAT, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-21767		33-0174996
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

6155 El Camino Real

Carlsbad, California 92009

(Address of principal executive office, including zip code)

Registrant’s telephone number, including area code: (760) 476-2200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		VSAT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

The information set forth in Item 5.02 related to the Cooperation Agreement (as defined below) is incorporated by reference herein.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 6, 2026, the Board of Directors (the “Board”) of Viasat, Inc. (the “Company”) appointed Shekar Ayyar to serve as an independent Class II director with an initial term expiring at the Company’s 2028 annual meeting of stockholders and Jinhy Yoon as an independent Class I director, with an initial term expiring at the Company’s 2027 annual meeting of stockholders (“2027 Annual Meeting”). With the appointment of Mr. Ayyar and Ms. Yoon, the Board now consists of ten members, eight of whom are independent directors.

Shekar Ayyar is Chairman and Chief Executive Officer of Arrcus, Inc., a networking software company focused on AI infrastructure, data centers and communications networks. He is a seasoned technology executive with significant experience leading growth businesses and strategic initiatives across cloud, networking and communications infrastructure. He previously held senior leadership roles at VMware, including as Executive Vice President and General Manager of the company’s Telco and Edge Cloud business and as Executive Vice President of Strategy and Corporate Development. He also served on the board of Altair Engineering, seeing it through its $10+ billion sale to Siemens. Mr. Ayyar holds a Ph.D. and M.S. in Electrical Engineering from Johns Hopkins University, an MBA from The Wharton School of the University of Pennsylvania, and a bachelor’s degree in electrical engineering from the Indian Institute of Technology, Bombay.

Jinhy Yoon is a public company director and investor with more than 20 years of experience driving shareholder value through disciplined capital allocation, balance sheet optimization and strategic transactions. She currently serves on the Board of Directors of Clear Channel Outdoor and previously served on the Board of Intelsat S.A., where she served on the Audit and Compensation Committees and oversaw financial reporting and internal controls, helping to guide the company through its sale to SES S.A. in July 2025. Ms. Yoon previously spent 14 years at PIMCO, where she was an Executive Vice President and Credit Analyst and served as Sector Lead for Technology, Media, and Telecommunications, overseeing approximately $30 billion in debt and equity investments. She holds a J.D. from Columbia University School of Law and a B.A. in Accounting from University of Notre Dame.

Mr. Ayyar and Ms. Yoon will be compensated under the Company’s non-employee director compensation policy as in effect from time to time, as most recently described in the Company’s 2025 proxy statement filed with the Securities and Exchange Commission on July 25, 2025. Mr. Ayyar and Ms. Yoon will also enter into the Company’s standard form of director and officer indemnification agreement. In connection with their appointments, Mr. Ayyar and Ms. Yoon were each appointed to serve on the Strategic Review Committee of the Board.

Other than the Cooperation Agreement, there is no other arrangement or understanding pursuant to which Mr. Ayyar or Ms. Yoon will be appointed as a director of the Company. There are no related person transactions between the Company and either of Mr. Ayyar or Ms. Yoon.

Also on May 6, 2026, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with Carronade Capital Management, LP (“Carronade”) and the other persons and entities listed on Schedule A thereto (together with Carronade, the “Investor Group”) regarding the appointment of Mr. Ayyar and Ms. Yoon and the expansion of the size of the Board as described above. Also pursuant to the Cooperation Agreement, the Investor Group agreed to abide by certain voting commitments, customary standstill obligations and mutual non-disparagement provisions, which obligations will remain in effect until the earlier of (i) the date that is thirty (30) calendar days prior to the last day of the advance notice period for the submission by stockholders of non-proxy access director nominations for the 2027 Annual Meeting or (ii) the date that is one hundred (100) days prior to the first anniversary of the Company’s 2026 annual meeting of stockholders (the “Standstill Period”). Unless otherwise mutually agreed in writing by each party, the Cooperation Agreement will terminate on the earliest to occur of (x) the termination of the Standstill Period, (y) the announcement of the execution of definitive transaction documents with respect to an Extraordinary Transaction (as such term is defined in the Cooperation Agreement) that requires shareholder approval, and (z) an increase in the size of the Board to more than ten (10) directors.

The foregoing summary of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On May 7, 2026, the Company issued a press release announcing the appointments of Mr. Ayyar and Ms. Yoon to the Board and the entry into the Cooperation Agreement. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Cooperation Agreement, dated as of May 6, 2026, by and among Viasat, Inc., Carronade Capital Management, LP and the other persons and entities listed on Schedule A thereto.
99.1		Press Release dated May 7, 2026 of Viasat, Inc.
104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Viasat, Inc.
Date: May 7, 2026				By:		/s/ Brett Church
				Name:		Brett Church
				Title:		Associate General Counsel

Exhibit 99.1

Viasat Announces Appointment of Shekar Ayyar and Jinhy Yoon to Board of Directors

and Enters into Cooperation Agreement with Carronade Capital Management

CARLSBAD, Calif., May 7, 2026 – Viasat, Inc. (NASDAQ: VSAT) today announced the appointment of Shekar Ayyar, Chairman and Chief Executive Officer of Arrcus, Inc., and Jinhy Yoon, former EVP at PIMCO, to its Board of Directors (the “Board”) and Strategic Review Committee, effective immediately, and the entry into a cooperation agreement (the “Agreement”) with Carronade Capital Management, LP (“Carronade Capital”). Following the appointments of Mr. Ayyar and Ms. Yoon, the Viasat Board will be comprised of 10 directors, 8 of whom are independent.

“On behalf of the Board, we are pleased to welcome Shekar and Jinhy to Viasat,” said Mark Dankberg, Chairman and CEO, Viasat. “Shekar is a seasoned technology executive with deep operating experience at scale across enterprise software, cloud, networking and communications infrastructure, with significant public company M&A experience spanning financial valuation frameworks and strategy, including his role on the board of Altair seeing it through its $10+ billion sale to Siemens. Jinhy brings strong financial, governance and capital allocation experience to the Board, advising on and structuring billions of dollars in public debt issuances and working extensively with executive teams on strategic transactions and risk management, including playing a key role in guiding Intelsat through the successful completion of its sale to SES S.A. Their strategic, operational, financial and governance experience will be valuable as the Board continues to prioritize unlocking what we believe is the tremendous potential of our underlying businesses.”

“We appreciate the constructive dialogue we have had with Carronade Capital over the past year and are pleased to have reached this agreement, which we believe is in the best interests of Viasat and all of its shareholders,” said Mark Dankberg. “The Board remains focused on overseeing the execution of the Company’s strategy and service entry of the ViaSat-3 constellation in order to drive value for our employees, customers, and shareholders.”

“We have long recognized the substantial intrinsic value embedded across Viasat’s businesses, including the underappreciated Defense and Advanced Technologies business and a leading market position in global MSS spectrum,” said Dan Gropper, Managing Partner of Carronade Capital. “It is our continued belief that the ongoing strategic review coupled with disciplined execution and careful capital allocation can help unlock substantial value.”

“Carronade believes the addition of these two new directors to the Board’s Strategic Review Committee demonstrates a renewed commitment to unlocking substantial shareholder value. We look forward to collaborating with the Board to advance the review process already underway and to drive meaningful value creation across Viasat’s businesses for the benefit of all shareholders,” said Stas Futoransky, Partner of Carronade Capital.

Under the terms of the Agreement, Carronade Capital has agreed to customary standstill, voting and other provisions. The full Agreement will be filed as an exhibit to a Current Report on Form 8-K with the U.S. Securities and Exchange Commission.

About Shekar Ayyar

Shekar Ayyar is Chairman and Chief Executive Officer of Arrcus, Inc., a networking software company focused on AI infrastructure, data centers and communications networks. He is a seasoned technology executive with significant experience leading growth businesses and strategic initiatives across cloud, networking and communications infrastructure. He previously held senior leadership roles at VMware, including as Executive Vice President and General Manager of the company’s Telco and Edge Cloud business and as Executive Vice President of Strategy and Corporate Development. He also served on the board of Altair Engineering, overseeing its $10 billion sale to Siemens.

Mr. Ayyar holds a Ph.D. and M.S. in Electrical Engineering from Johns Hopkins University, an MBA from The Wharton School of the University of Pennsylvania, and a bachelor’s degree in electrical engineering from the Indian Institute of Technology, Bombay.

About Jinhy Yoon

Jinhy Yoon is a public company director and investor with more than 20 years of experience driving shareholder value through disciplined capital allocation, balance sheet optimization and strategic transactions. She currently serves on the Board of Directors of Clear Channel Outdoor and previously served on the Board of Intelsat S.A., where she served on the Audit and Compensation Committees and oversaw financial reporting and internal controls, helping to guide the company through its sale to SES S.A. in July 2025.

Ms. Yoon previously spent 14 years at PIMCO, where she was an Executive Vice President and Credit Analyst and served as Sector Lead for Technology, Media, and Telecommunications, overseeing approximately $30 billion in debt and equity investments. She holds a J.D. from Columbia University School of Law and a B.A. in Accounting from the University of Notre Dame.

About Viasat

Viasat is a global communications company that believes everyone and everything in the world can be connected. With offices in 24 countries around the world, our mission shapes how consumers, businesses, governments and militaries around the world communicate and connect. Viasat is developing the ultimate global communications network to power high-quality, reliable, secure, affordable, fast connections to positively impact people’s lives anywhere they are — on the ground, in the air or at sea — while building a sustainable future in space. In May 2023, Viasat completed its acquisition of Inmarsat, combining the teams, technologies and resources of the two companies to create a new global communications partner. Learn more at www.viasat.com, the Viasat News Room or follow us on LinkedIn, X, Instagram, Facebook, Bluesky, Threads, and YouTube.

About Carronade Capital Management, LP (“Carronade Capital”)

Carronade Capital is a multi-strategy investment firm based in Darien, Connecticut with approximately $3.5 billion in assets under management that focuses on process driven investments in catalyst-rich situations. Carronade Capital, founded in 2019 by industry veteran Dan Gropper, currently employs 17 team members. Carronade Capital was launched on July 1, 2020. Dan Gropper brings with him more than three decades of special situations experience serving in senior roles at distinguished investment firms, including Elliott Management Corporation, Fortress Investment Group and Aurelius Capital Management, LP.

Viasat, Inc. Contacts

Dan Bleier / Scott Goryl, Corporate Communications, PR@Viasat.com

Lisa Curran / Peter Lopez, Investor Relations, IR@viasat.com

Forward-Looking Statements

This press release contains forward-looking statements regarding future events, our future results, the potential of our underlying businesses and expected shareholder value, that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements are based on current expectations, estimates, forecasts and projections about the industries in which we operate and the beliefs and assumptions of our management. We use words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “goal,” “drive,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” variations of such words and similar expressions to identify forward-looking statements. In addition, statements regarding projections of earnings, revenue, costs or other financial items; anticipated trends in our business or key markets; growth opportunities; the ability to successfully compete in our target markets and durability or strengthening of competitive advantages; the construction, completion, testing, launch, commencement of commercial service, expected performance and benefits of satellites and satellite payloads (including satellites planned or under construction) and the timing thereof; the expected capacity, coverage, service speeds and other features of our satellites, and the cost, economics and benefits associated therewith; anticipated subscriber growth; introduction and integration of multi-orbit capabilities; future economic conditions; the development, customer acceptance and anticipated performance of our technologies, products or services; plans, objectives and strategies for future operations; ability to drive capital efficiency and improved resource utilization; the number of additional aircraft or vessels anticipated to be put into service with our connectivity systems; expected revenue streams from the Ligado settlement; and other characterizations of future events or circumstances, are forward-looking statements. Readers are cautioned that these forward-looking statements are

only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Factors that could cause actual results to differ materially include: our ability to realize the anticipated benefits of any existing or future satellite; unexpected expenses related to our satellite projects; risks associated with the construction, launch and operation of satellites, including the effect of any anomaly, launch, operational or deployment failure or degradation in satellite performance; capacity constraints in our business in the lead-up to the launch of services on new satellites; increasing levels of competition in our target markets; our ability to successfully implement our business plan on our anticipated timeline or at all; our ability to successfully develop, introduce and sell new technologies, products and services; audits by the U.S. Government; changes in the global business environment and economic conditions (including U.S. Government shutdowns); delays in approving U.S. Government budgets and cuts in government defense expenditures; our reliance on U.S. Government contracts, and on a small number of contracts which account for a significant percentage of our revenues; reduced demand for products and services as a result of continued constraints on capital spending by customers; changes in relationships with, or the financial condition of, key customers or suppliers; our reliance on a limited number of third parties to manufacture and supply our products; introduction of new technologies and other factors affecting the communications and defense industries generally; the effect of adverse regulatory changes (including changes affecting spectrum availability or permitted uses) on our ability to sell or deploy our products and services; changes in the way others use spectrum; our inability to access additional spectrum, use spectrum for additional purposes, and/or operate satellites at additional orbital locations; competing uses of the same spectrum or orbital locations that we utilize or seek to utilize; the effect of changes to global tax laws; our level of indebtedness and ability to comply with applicable debt covenants; our involvement in litigation, including intellectual property claims and litigation to protect our proprietary technology; compliance by Ligado with the terms of the Ligado settlement; our dependence on a limited number of key employees; and other factors identified under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 as updated in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 and our other filings with the Securities and Exchange Commission (the SEC). Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update any forward-looking statements for any reason.

FAQ

What did Viasat (VSAT) announce regarding its Board of Directors?

Viasat appointed Shekar Ayyar as an independent Class II director and Jinhy Yoon as an independent Class I director. Their appointments expand the Board to 10 members, 8 of whom are independent, and both will serve on the Board’s Strategic Review Committee.

What is the Cooperation Agreement between Viasat (VSAT) and Carronade Capital?

Viasat entered into a Cooperation Agreement with Carronade Capital Management and an investor group. The investors agreed to voting commitments, customary standstill obligations and mutual non-disparagement provisions, all in connection with the new board appointments and for a specified standstill period.

How does the Cooperation Agreement affect Viasat’s Board structure?

The Cooperation Agreement is tied to appointing Shekar Ayyar and Jinhy Yoon and expanding the Board to 10 directors. It will terminate if the Board increases beyond 10 members, upon certain Extraordinary Transactions, or when the defined standstill period ends under its terms.

What experience do Viasat’s new directors bring to the VSAT Board?

Shekar Ayyar is a technology executive with cloud, networking and M&A experience, including involvement in a more than $10 billion sale at Altair. Jinhy Yoon offers capital allocation and governance expertise, having overseen about $30 billion in investments during her tenure at PIMCO.

How long will the standstill obligations last under Viasat’s Cooperation Agreement?

The standstill obligations last through a defined Standstill Period, ending on the earlier of a date tied to the 2027 annual meeting’s nomination notice window or 100 days before the first anniversary of Viasat’s 2026 annual meeting, unless terminated earlier under specified triggers.

Did Viasat (VSAT) disclose any financial results in this 8-K filing?

No. The disclosure focuses on board appointments, the Strategic Review Committee and the Cooperation Agreement with Carronade Capital. It does not present revenue, earnings, or other financial performance metrics within the provided content.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 15.9 KB

Agreements & Contracts

• EX-10.1 EX-10.1 83.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB