Form 4: Viasat SVP & General Counsel Reports Significant Stock Transactions, Including RSU Vesting and Tax Withholding

Viasat's SVP and General Counsel, Robert James Blair, reported multiple transactions involving Viasat common stock and restricted stock units, including the vesting of performance-based awards and shares withheld for tax purposes.

Summary

• Robert James Blair, Senior Vice President and General Counsel of Viasat Inc. (VSAT), reported changes in his beneficial ownership of company securities.
• On June 7, 2025, Mr. Blair acquired a total of 9,932 shares of Viasat common stock (3,681 shares and 6,251 shares) through the exercise/conversion of restricted stock units (RSUs) at a price of $0.
• Concurrently, 3,555 shares (1,318 shares and 2,237 shares) were disposed of on June 7, 2025, at a price of $9.21 per share; these shares were withheld by Viasat to satisfy tax withholding obligations related to the RSU vesting and were not sold by Mr. Blair.
• On May 14, 2025, Mr. Blair acquired 18,750 performance-based restricted stock units after the Compensation and Human Resources Committee of Viasat's Board of Directors determined that the financial performance goals for fiscal year 2025 had been met.
• These newly acquired performance-based RSUs are scheduled to vest in three substantially equal annual installments beginning on June 7, 2025.
• Following these transactions, Mr. Blair directly beneficially owns 63,306 shares of Viasat common stock.
• Additionally, Mr. Blair indirectly beneficially owns 4,045 shares of common stock through a 401(k) plan, which includes 1,747 shares acquired since his last ownership report.
• His holdings also include 1,331 shares purchased under the Viasat Employee Stock Purchase Plan on January 31, 2025.
• Mr. Blair holds remaining unvested restricted stock units, including 7,362 and 12,499 units from previous grants, in addition to the 18,750 new performance-based units.

Sentiment

Score: 7

Explanation: The report indicates positive performance (meeting financial goals for performance-based RSUs) and routine insider stock transactions, including compensation and tax-related adjustments. No significant negative events are reported, suggesting a generally positive but not transformative update.

Positives

• The grant of 18,750 performance-based restricted stock units signifies that Viasat met its financial performance goals for fiscal year 2025, indicating strong company performance.
• The continued vesting of RSUs and participation in employee stock plans (ESPP, 401k) by a senior executive demonstrates ongoing alignment of management's interests with shareholder value and confidence in the company's future.

Negatives

• A portion of the vested shares (3,555 shares) was withheld by the Issuer to cover tax obligations, which is a standard practice but reduces the immediate net share gain for the reporting person.

Risks

• All restricted stock units are subject to forfeiture in the event of termination of employment or service with the Issuer, linking compensation directly to continued service.
• The vesting of performance-based restricted stock units is contingent upon the company meeting specific financial performance goals, introducing a performance-related risk for the employee's compensation.

Future Outlook

The vesting schedule for the newly granted performance-based restricted stock units indicates future share issuances to the reporting person over the next three years, contingent on continued employment. The meeting of FY2025 financial performance goals suggests a positive operational outlook for the company's recent fiscal year.

Management Comments

• "This entry represents the number of shares of Viasat, Inc. common stock withheld by the Issuer to satisfy the tax withholding obligation of the Reporting Person. These shares were not sold by the Reporting Person but were instead offset from the total number of vested shares received by the Reporting Person from the Issuer."
• "On May 14, 2025, the Compensation and Human Resources Committee of the Issuer's Board of Directors determined that the financial performance goals had been met."

Industry Context

This document details insider stock transactions, which are specific to the individual executive and the company. While it doesn't provide broad industry trends, the achievement of financial performance goals by Viasat, a satellite communications company, suggests effective operational execution within its competitive sector.

Comparison to Industry Standards

• This document is an insider transaction report (Form 4) and does not contain sufficient financial or operational data to conduct a detailed comparison to industry standards or specific comparable companies/projects. It primarily reports changes in an executive's beneficial ownership of company securities.

Stakeholder Impact

• Shareholders: The achievement of FY2025 financial performance goals, as evidenced by the vesting of performance-based RSUs, could be viewed positively as it indicates effective operational execution and management alignment.
• Employees: The vesting of RSUs and participation in employee stock plans are integral parts of executive compensation and retention strategies, potentially boosting morale and aligning interests.

Next Steps

• Future vesting of 18,750 performance-based restricted stock units in three substantially equal annual installments beginning June 7, 2025.
• Future vesting of remaining restricted stock units from the June 7, 2023 grant on the second, third, and fourth anniversaries of the grant date.

Key Dates

Recommendation

Keywords

Viasat, VSAT, Form 4, insider transaction, beneficial ownership, restricted stock units, RSU, stock compensation, executive compensation, tax withholding, performance-based RSU, Robert James Blair