Form 4: Viasat Executive James Dodd Reports Routine Stock Transactions and RSU Vesting

Viasat Inc.'s President of Commercial Services, James Michael Dodd, has reported several routine transactions involving Viasat common stock and restricted stock units, primarily related to compensation vesting and tax withholding.

Summary

• James Michael Dodd, President of Commercial Services at Viasat Inc. (VSAT), reported changes in his beneficial ownership of company securities.
• On June 7, 2025, Mr. Dodd acquired 4,418 shares of Viasat common stock at a price of $0, resulting from the conversion of restricted stock units (RSUs).
• Concurrently, 1,768 shares were disposed of at $9.21 per share to satisfy tax withholding obligations related to the RSU vesting.
• An additional 6,251 shares of common stock were acquired at $0 on June 7, 2025, also from RSU conversion.
• Another 2,501 shares were disposed of at $9.21 per share on June 7, 2025, for tax withholding purposes.
• Following these transactions, Mr. Dodd directly beneficially owns 40,909 shares of common stock.
• He also indirectly owns 3,865 shares through a 401(k) plan, which includes 1,940 shares acquired since his last ownership report.
• Regarding derivative securities, 4,418 restricted stock units were converted to common stock on June 7, 2025, leaving 8,834 RSUs.
• On May 14, 2025, Mr. Dodd was granted 18,750 performance-based restricted stock units, with the Compensation and Human Resources Committee determining that the financial performance goals for fiscal year 2025 had been met.
• Another 6,251 restricted stock units were converted to common stock on June 7, 2025, leaving 12,499 RSUs.
• The original restricted stock unit grant of 17,670 units on June 7, 2023, vests at a rate of 1/4 on the 13th month anniversary and 1/4 on each of the second, third, and fourth anniversaries of the grant date.
• The performance-based restricted stock units granted on June 7, 2024, vest in three substantially equal annual installments beginning on June 7, 2025.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive due to the meeting of performance goals for RSUs and the routine nature of the transactions, indicating standard executive compensation processes are proceeding as planned. There are no negative implications from the reported dispositions as they are for tax purposes.

Positives

• The Compensation and Human Resources Committee determined that the financial performance goals for the 2025 fiscal year, tied to performance-based restricted stock units, were met, indicating strong company performance in that area.
• The acquisition of shares through RSU vesting increases the executive's direct ownership in the company, aligning interests with shareholders.
• The executive acquired additional shares through the Viasat 401(k) Plan, demonstrating continued investment in the company.

Negatives

• The disposition of shares was solely for tax withholding purposes, which is a routine event and not an open-market sale by the executive.

Risks

• Restricted stock units are subject to forfeiture in the event of termination of employment or service with the Issuer until they are vested.

Future Outlook

The future outlook indicates continued vesting of restricted stock units, with the original grant vesting over four years and performance-based units vesting in three annual installments starting June 7, 2025, contingent on continued employment.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions related to executive compensation and does not provide broader industry context or trends. It reflects standard practices for equity-based compensation within publicly traded companies.

Corporate Governance

Stakeholder Impact

• Shareholders: The report details executive compensation, which is a component of overall company expenses and governance. The meeting of performance goals for RSUs could be viewed positively as it indicates achievement of internal targets.
• Employees: The report highlights the structure of executive equity compensation, which may reflect broader compensation philosophies within the company.

Next Steps

• Continued vesting of the original restricted stock unit grant on its second, third, and fourth anniversaries of the June 7, 2023, grant date.
• Subsequent annual installments of vesting for the performance-based restricted stock units granted on June 7, 2024, following the first installment on June 7, 2025.

Key Dates

Keywords

Viasat, VSAT, Form 4, Insider Trading, Stock Ownership, Restricted Stock Units, Executive Compensation, Beneficial Ownership, Tax Withholding