VSAT restates equity plans, raises incentive pool to 100,000,000 shares

Rhea-AI Filing Summary

Viasat, Inc. reported amendments to its equity plans and director compensation through a restated equity plan that became effective upon stockholder approval at the Annual Meeting. The company extended the period for granting incentive stock options by one year, moving the deadline from 2034 to 2035, and increased the maximum number of shares available for incentive stock options to 100,000,000 shares. Separate plan documents—the 1996 Equity Participation Plan and the Employee Stock Purchase Plan—were amended and restated effective September 4, 2025. The filing is dated September 5, 2025 and is signed by Brett Church, Associate General Counsel.

Positive

• Restated Equity Plan became effective upon stockholder approval, showing shareholder support
• Extended incentive option grant period to 2035, giving management a longer time horizon for compensation planning
• Increased maximum option pool to 100,000,000 shares, enabling broader equity-based incentives

Negative

• Large increase to 100,000,000 shares could create meaningful dilution if fully issued
• Longer option grant window to 2035 may delay transparency on ultimate share issuance and expense recognition

Insights

Corporate Governance Counsel

Board extended option grant window and expanded the equity pool.

The extension of the incentive option grant period to 2035 and the increase to 100,000,000 shares provide the board with a longer runway and greater capacity to grant equity-based compensation to executives and employees under the Restated Equity Plan.

This change depends on continued shareholder approval and could affect dilution and voting dynamics; monitor implementation through proxy disclosures and future grant schedules over the next 12–24 months.

Compensation Analyst

Significant increase in available option shares raises dilution considerations.

Raising the maximum issuance to 100,000,000 shares materially increases the pool for incentive stock options, which may be used for recruitment, retention, and long-term incentive programs.

Watch actual grant volumes and share usage rates in upcoming filings and quarterly reports to assess near-term dilution and expense impact, particularly within the next four fiscal quarters.

VIASAT INC false 0000797721 0000797721 2025-09-04 2025-09-04

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): September 4, 2025

VIASAT, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		000-21767		33-0174996
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

6155 El Camino Real

Carlsbad, California 92009

(Address of Principal Executive Offices, Including Zip Code)

(760) 476-2200

(Registrant’s Telephone Number, Including Area Code)

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))

(Title of Each Class)		(Trading Symbol)		(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the annual meeting of stockholders (the “Annual Meeting”) of Viasat, Inc. (“Viasat”) held on September 4, 2025 (the “Restatement Effective Date”), Viasat’s stockholders approved the amendment and restatement of the 1996 Equity Participation Plan of Viasat, Inc. (the “1996 Plan”, and as amended and restated, the “Restated Equity Plan”). The Restated Equity Plan was previously approved by the Board of Directors of Viasat (the “Board”), and implemented the following changes: (1) set the number of shares available for future issuance from and after the Restatement Effective Date at (A) 6,410,000 shares, plus (B) the number of shares, if any, subject to awards outstanding under the 1996 Plan on July 1, 2025 or granted after such date that again become available for issuance on or after July 1, 2025 in accordance with the share counting provisions of the Restated Equity Plan based on the deduction from the share reserve originally taken with respect to such awards; (2) removed the fungible share counting ratio for new awards granted under the Restated Equity Plan; (3) removed non-employee director compensation provisions setting forth the initial and annual grants to Viasat’s non-employee directors, and (4) extended the period during which incentive stock options may be granted from 2034 to 2035 and increased the maximum number of shares that may be issued upon the exercise of incentive stock options granted under the Restated Equity Plan to 100,000,000 shares. The Restated Equity Plan became effective upon stockholder approval at the Annual Meeting.

The preceding description of the Restated Equity Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Restated Equity Plan, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.

Also at the Annual Meeting, Viasat’s stockholders approved the amendment and restatement of the Viasat, Inc. Employee Stock Purchase Plan (as amended and restated, the “Restated Purchase Plan”). The Restated Purchase Plan was previously approved by the Board and increased the maximum number of shares of common stock that may be issued under the Restated Purchase Plan by 5,000,000 shares to a total of 16,950,000 shares. The Restated Purchase Plan became effective upon stockholder approval at the Annual Meeting.

The preceding description of the Restated Purchase Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Restated Purchase Plan, which is filed as Exhibit 10.2 to this report and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, Viasat’s stockholders voted on the following five proposals and cast their votes as follows:

Proposal 1: To elect Richard Baldridge and Sean Pak to serve as Class II Directors.

Nominee		For		Withheld		Broker Non-Votes
Richard Baldridge		93,856,135		6,121,794		20,078,710
Sean Pak		83,544,805		16,433,124		20,078,710

Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as Viasat’s independent registered public accounting firm for the fiscal year ending March 31, 2026.

For		Against		Abstentions		Broker Non-Votes
117,873,269		1,661,026		522,344		0

Proposal 3: To conduct an advisory vote on executive compensation.

For		Against		Abstentions		Broker Non-Votes
94,363,820		4,413,521		1,200,588		20,078,710

Proposal 4: To approve an amendment and restatement of the 1996 Equity Participation Plan.

For		Against		Abstentions		Broker Non-Votes
77,530,367		21,883,946		563,616		20,078,710

Proposal 5: To approve an amendment and restatement of the Employee Stock Purchase Plan.

For		Against		Abstentions		Broker Non-Votes
99,252,742		294,428		430,759		20,078,710

Item 9.01 Financial Statements and Exhibits.

Exhibits.

Exhibit Number		Description of Exhibit
10.1		1996 Equity Participation Plan of Viasat, Inc. (As Amended and Restated Effective September 4, 2025)
10.2		Employee Stock Purchase Plan of Viasat, Inc. (As Amended and Restated Effective September 4, 2025)
104		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.

Date: September 5, 2025				Viasat, Inc.
				By:		/s/ Brett Church
						Brett Church
						Associate General Counsel

FAQ

What did Viasat (VSAT) change in its equity plans?

Viasat extended the incentive stock option grant period to 2035 and increased the maximum shares for incentive options to 100,000,000 under the Restated Equity Plan.

When did the amended equity plans take effect for VSAT?

The Restated Equity Plan became effective upon stockholder approval; the 1996 Equity Participation Plan and the Employee Stock Purchase Plan were amended and restated effective September 4, 2025.

Who signed the 8-K filing for VSAT and when?

The filing is dated September 5, 2025 and is signed by Brett Church, Associate General Counsel.

Does the filing disclose immediate option grants or grant amounts?

No specific new grants, grant schedules, or amounts were disclosed; the filing reports amendments to plan terms and maximum share capacity.

What investor impacts should be monitored after this VSAT filing?

Monitor future filings for actual grant volumes, share usage against the 100,000,000 cap, and any changes to dilution or compensation expense in upcoming quarterly reports.