Form 4: Viasat EVP and CTO Mark Miller Reports Significant Equity Transactions, Including RSU Vesting and Share Transfers

Viasat Inc.'s Executive Vice President and Chief Technical Officer, Mark J. Miller, reported multiple equity transactions, including the vesting of restricted stock units, tax-related share dispositions, and a gift of shares to a family trust.

Summary

• Mark J. Miller, EVP and Chief Technical Officer of Viasat Inc. (VSAT), reported changes in his beneficial ownership of company stock.
• On June 7, 2025, Miller acquired 4,418 shares of common stock upon the vesting and conversion of restricted stock units (RSUs) at a price of $0.
• Concurrently, 1,735 shares were disposed of at $9.21 to satisfy tax withholding obligations related to the RSU vesting.
• An additional 7,353 shares of common stock were acquired on June 7, 2025, from the vesting and conversion of other RSUs at a price of $0.
• Another 2,894 shares were disposed of at $9.21 for tax withholding purposes related to this second RSU vesting.
• On June 7, 2025, Miller disposed of 7,142 shares via a gift to The Miller Family Trust at a price of $0, with the Trust subsequently acquiring these shares indirectly.
• On May 14, 2025, Miller acquired 22,059 performance-based restricted stock units (RSUs) after the Compensation and Human Resources Committee determined that the financial performance goals for the 2025 fiscal year had been met.
• As of the reporting date, Miller beneficially owns 358,824 shares indirectly through The Miller Family Trust and 5,111 shares indirectly through a 401(k) plan.
• The reported ownership also includes 1,331 shares purchased under the Viasat Employee Stock Purchase Plan on January 31, 2025, and 1,656 shares acquired under the Viasat 401(k) Plan since the last ownership report.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The report indicates that the company met its financial performance goals for the 2025 fiscal year, leading to the vesting of performance-based RSUs for a key executive. This suggests good operational performance. While there are dispositions for tax and a gift, these are routine and do not indicate a negative outlook from the executive.

Positives

• The vesting of restricted stock units indicates that performance goals, including financial performance goals for the 2025 fiscal year, were met, reflecting positively on the company's operational and financial execution.
• The acquisition of shares through RSU vesting and employee plans (ESPP, 401k) demonstrates continued executive equity ownership and alignment with shareholder interests.
• The grant of new performance-based RSUs (22,059 units) on June 7, 2024, with vesting contingent on future performance, incentivizes long-term executive performance.

Negatives

• A significant number of shares (1,735 and 2,894) were disposed of to cover tax withholding obligations, which, while not a sale by the reporting person, reduces direct beneficial ownership.
• A gift of 7,142 shares to a family trust represents a disposition from direct beneficial ownership, although the shares remain indirectly owned by the reporting person through the trust.

Risks

• Restricted stock units are subject to forfeiture in the event of termination of employment or service with the Issuer, which is a standard risk associated with such compensation.

Future Outlook

The performance-based restricted stock units granted on June 7, 2024, are set to vest in three substantially equal annual installments beginning on June 7, 2025, subject to continued employment. Other RSU grants will continue to vest according to their original schedules.

Management Comments

• The Compensation and Human Resources Committee of the Issuer's Board of Directors determined that the financial performance goals for the 2025 fiscal year had been met, enabling the vesting of performance-based restricted stock units.

Industry Context

This Form 4 filing reflects routine executive compensation and equity management activities common across publicly traded companies, particularly in the technology and telecommunications sectors. The vesting of performance-based awards indicates the company's achievement of internal financial targets, which is a positive signal within the industry.

Related Party Transactions

• A gift of 7,142 shares of common stock from Mark J. Miller to The Miller Family Trust.

Stakeholder Impact

• Shareholders: The report indicates continued alignment of executive incentives with company performance through equity awards and the achievement of financial performance goals.
• Employees: The mention of the Viasat Employee Stock Purchase Plan and 401(k) plan highlights avenues for broader employee equity participation.

Next Steps

• Future vesting of the remaining restricted stock units according to their respective schedules, including the performance-based RSUs vesting in three annual installments starting June 7, 2025.

Key Dates

Keywords

Viasat, VSAT, Form 4, Insider Trading, Restricted Stock Units, RSU, Executive Compensation, Stock Ownership, Mark Miller, Equity Transactions, Employee Stock Purchase Plan, 401(k) Plan