Note 8 — Common Stock and Stock Plans

From time to time, the Company files universal shelf registration statements with the SEC for the future sale of an unlimited amount of common stock, preferred stock, debt securities, depositary shares, warrants and rights, which securities may be offered from time to time, separately or together, directly by the Company, by selling security holders, or through underwriters, dealers or agents at amounts, prices, interest rates and other terms to be determined at the time of the offering.

In November 1996, the Company adopted the 1996 Equity Participation Plan (the Equity Participation Plan). The Equity Participation Plan provides for the grant to executive officers, other eligible employees, consultants and non-employee directors of the Company a broad variety of stock-based compensation alternatives such as nonqualified stock options, incentive stock options, RSUs and performance awards. Following the approval of the amended Equity Participation Plan at the 2025 Annual Meeting of Stockholders, the number of shares available for issuance under the amended Equity Participation Plan is (i) 6,410,000 shares, plus (ii) the number of shares, if any, subject to awards outstanding under the former Equity Participation Plan on July 1, 2025 or granted under the amended Equity Participation Plan after such date that again become available for issuance in accordance with the share counting provisions of the amended Equity Participation Plan, based on the deduction from the share reserve originally taken with respect to such awards. The Company believes that such awards align the interests of its executive officers, employees, consultants and non-employee directors with those of its stockholders. Shares of the Company’s common stock granted under the Equity Participation Plan in the form of stock options or stock appreciation right or as a stock appreciation right with a per share purchase price lower than 100% of fair market value on the date of grant are counted against the Equity Participation Plan share reserve on a one-for-one basis, and PSOs and PSUs are calculated assuming “maximum” performance.

In September 2024, the Company adopted the 2024 Employment Inducement Incentive Award Plan (the Inducement Plan). The Inducement Plan provided for RSU and market condition PSU grants to the Company's Senior Vice President and Chief Financial Officer. The maximum number of shares reserved for issuance under this plan is 377,500. Shares of the Company’s common stock granted under the Inducement Plan as RSUs are counted against the Inducement Plan share reserve on a one-for-one basis and market condition PSU grants are calculated assuming “maximum” performance.

In November 1996, the Company adopted the Viasat, Inc. Employee Stock Purchase Plan (the Employee Stock Purchase Plan) to assist employees in acquiring a stock ownership interest in the Company and to encourage them to remain in the employment of the Company. The Employee Stock Purchase Plan is intended to qualify under Section 423 of the Internal Revenue Code. The number of shares reserved for issuance under the Employee Stock Purchase Plan is 16,950,000 shares. To facilitate participation for employees located outside of the United States in light of non-U.S. law and other considerations, the amended Employee Stock Purchase Plan also provides for the grant of purchase rights that are not intended to be tax-qualified. The Employee Stock Purchase Plan permits eligible employees to purchase common stock at a discount through payroll deductions during specified six-month offering periods. No employee may purchase more than $25,000 worth of stock in any calendar year. The price of shares purchased under the Employee Stock Purchase Plan is equal to 85% of the fair market value of the common stock on the first or last day of the offering period, whichever is lower.

In accordance with ASC 718, the Company recognizes excess tax benefits or deficiencies on vesting or settlement of awards as discrete items within income tax benefit or provision within net income (loss) and the related cash flows classified within operating activities.

The compensation cost that has been charged against income for the Equity Participation Plan and Inducement Plan under ASC 718 was $73.5 million, $72.9 million and $75.6 million, and for the Employee Stock Purchase Plan was $7.5 million, $7.5 million and $8.0 million, for fiscal years 2026, 2025 and 2024, respectively. The Company capitalized $9.6 million, $8.1 million and $10.7 million of stock-based compensation expense as a part of property, equipment and satellites, net for fiscal years 2026, 2025 and 2024, respectively. During fiscal years 2026 and 2025, the Company modified certain RSUs, PSUs and PSOs in connection with termination of executives, resulting in an insignificant amount of incremental compensation expense for each of the periods.

As of March 31, 2026, total unrecognized compensation cost related to unvested stock-based compensation arrangements granted under the Equity Participation Plan and Inducement Plan (including stock options, PSOs, RSUs and PSUs) and the Employee Stock Purchase Plan was $159.2 million and $2.5 million, respectively. These costs are expected to be recognized over a weighted average period of 2.1 years, 0.5 years, 1.8 years and 1.5 years, for stock options, PSOs, RSUs and PSUs, respectively, under the Equity Participation Plan and the Inducement Plan, and less than six months under the Employee Stock Purchase Plan.

Stock options, market-based performance stock options and employee stock purchase plan. The Company’s stock options (primarily granted to the members of the Company's Board of Directors) typically have a simple one- or three-year vesting schedule and a six-year contractual term. The Company grants total shareholder return (TSR) performance stock options to executive officers under the Equity Participation Plan. The number of shares of TSR PSOs that will become vested and exercisable will range from 0% to 175% of the target number of options based on the time-based vesting schedule described below and is based on a comparison over the performance period of the Company’s TSR to the TSR of the companies included in an index. The Company’s TSR PSOs have a four-year time-based vesting schedule and a six-year contractual term. The TSR PSOs must be vested under both the time-based vesting schedule and the performance-based vesting conditions in order to become exercisable. In fiscal year 2024, the Company granted price hurdle PSOs to executive officers and certain other high-level employees under the Equity Participation Plan. The price hurdle PSOs must be vested under both a three-year time-based vesting schedule and a market-based vesting condition in order to become exercisable and have a six-year contractual term. The number of options that may become vested and exercisable will range from 0% to 250% of the target number of options granted depending on whether the forty-five calendar day trailing average market closing price of the Company's common stock ending on and including such date equals or exceeds certain levels. The Company estimates the fair value of the TSR PSOs and the price hurdle PSOs (collectively, the PSOs) at the grant date using a Monte Carlo simulation. Expense for vested PSOs with a market condition that vest is recognized regardless of the actual outcome achieved and is recognized on a graded-vesting basis.

There were no PSOs granted during fiscal years 2026 and 2025. The estimated weighted average fair value of PSOs granted during fiscal year 2024 was $16.01 using a Monte Carlo simulation.

The weighted average estimated fair value of stock options granted and shares issued under the Employee Stock Purchase Plan during fiscal year 2026 was $5.79 and $9.31 per share, respectively, during fiscal year 2025 was $9.87 and $5.22 per share, respectively, and during fiscal year 2024 was $15.73 and $8.79 per share, respectively, using a Black-Scholes model.

The Company’s expected volatility is a measure of the amount by which its stock price is expected to fluctuate over the expected term of the stock-based award. The estimated volatilities for stock options and PSOs are based on the historical volatility calculated using the daily stock price of the Company’s stock over a recent historical period equal to the expected term. The risk-free interest rate that the Company uses in determining the fair value of its stock-based awards is based on the implied yield on U.S. Treasury zero-coupon issues with remaining terms equivalent to the expected term of its stock-based awards. The expected terms or lives of stock options and PSOs represent the expected period of time from the date of grant to the estimated date that the options under the Company’s Equity Participation Plan would be fully exercised. The expected term assumption is estimated based primarily on the options’ vesting terms and remaining contractual life and employees’ expected exercise and post-vesting employment termination behavior.

The total intrinsic value of stock options exercised during fiscal years 2026, 2025 and 2024 was an insignificant amount, zero and an insignificant amount, respectively. The total intrinsic value of PSOs exercised during fiscal year 2026 was $3.7 million. All options issued under the Company’s Equity Participation Plan have an exercise price equal to the fair market value of the Company’s stock on the date of the grant. For all options exercised, the Company recorded no tax benefits during fiscal years 2026, 2025 and 2024.

Restricted stock units. RSUs represent a right to receive shares of common stock at a future date determined in accordance with the participant’s award agreement. There is no exercise price and no monetary payment required for receipt of RSUs or the shares issued in settlement of the award. Instead, consideration is furnished in the form of the participant’s services to the Company. RSUs generally vest over three or four years (except for a one-year vesting schedule for RSUs granted to the members of the Company’s Board of Directors). Compensation cost for these awards is based on the fair value on the date of grant and is recognized as compensation expense on a straight-line basis over the requisite service period. For fiscal years 2026, 2025 and 2024, the Company recognized $67.0 million, $56.6 million and $57.4 million, respectively, in stock-based compensation expense related to RSU awards.

The per unit weighted average grant date fair value of RSUs granted during fiscal years 2026, 2025 and 2024 was $27.49, $15.77 and $29.21, respectively.

The total fair value of shares vested related to RSUs during the fiscal years 2026, 2025 and 2024 was $47.3 million, $15.3 million and $34.1 million, respectively.

Performance-based restricted stock units. Beginning fiscal year 2025, the Company granted performance-based restricted stock units with a market condition (such as stock price milestone) (market condition PSUs), performance-based restricted stock units with a performance condition (such as an operational milestone) (performance condition PSUs) and performance-based restricted stock units with a performance condition and TSR modifier (performance condition with TSR modifier PSUs) to executive officers and certain other high-level employees under the Equity Participation Plan and Inducement Plan. The Company’s PSUs have a one- or three-year performance-based vesting period and generally time-vest over approximately three years. The number of shares of PSUs that will become eligible to vest is somewhere in the range of 0% to 200% of the target number of PSUs based on either the comparison over the performance period of the Company’s TSR to the TSR of the companies included in an index and/or the Company's performance for a given fiscal year period against pre-established targets. PSUs must be vested under both the time-based vesting schedule and the performance-based vesting conditions in order to be issued. PSUs represent a right to receive shares of common stock at a future date determined in accordance with the participant’s award agreement and achievement of performance-based vesting conditions. There is no exercise price and no monetary payment required for receipt of PSUs or the shares issued in settlement of the award. Instead, consideration is furnished in the form of the participant’s services to the Company. The Company estimates the fair value of market condition PSUs at the grant date using a Monte Carlo simulation. The expense for market condition PSUs that vest is recognized regardless of the actual outcome achieved and is recognized on a graded-vesting basis. Compensation cost for performance condition PSUs is based on the fair value on the date of grant. Expense for performance condition PSUs that vest is recognized each period based on a probability assessment of the expected outcome of the performance targets with a final adjustment upon measurement at the end of the performance period and is recognized on a graded-vesting basis. During fiscal years 2026 and 2025, the Company recognized $3.9 million and $5.1 million, respectively, in stock-based compensation expense related to PSUs.

The per unit weighted average grant date fair value of PSUs granted during fiscal years 2026 and 2025 was $33.04 and $18.13, respectively.

The total fair value of shares vested related to PSUs during the fiscal year 2026 was an insignificant amount.