NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Meeting Information

Dear Fellow Stockholder:

You are cordially invited to attend our 2026 annual meeting of stockholders, which will be held on September 3, 2026 at 8:30 a.m. Pacific Time. This year’s annual meeting will be a completely virtual meeting of stockholders to provide a convenient and consistent experience to all stockholders regardless of location. To participate, vote or submit questions during the annual meeting via live webcast, please visit: www.virtualshareholdermeeting.com/VSAT2026. There will not be a physical location for the annual meeting. We are holding the annual meeting for the following purposes:

These items are fully described in the proxy statement, which is part of this notice. We have not received notice of other matters that may be properly presented at the annual meeting.

All stockholders of record as of July 15, 2026, the record date, are entitled to vote at the annual meeting. Your vote is very important. Whether or not you expect to attend the virtual annual meeting, please vote via one of the methods specified below as soon as possible to ensure that your shares are represented at the annual meeting.

How to Vote Prior to the Annual Meeting

Call the telephone number specified on your proxy card or voting instruction form provided by your bank or broker				Sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided				Follow the instructions in your proxy card or voting instruction form to vote at www.proxyvote.com prior to 11:59 p.m. Eastern Time on September 2, 2026

Carlsbad, California

July 27, 2026

YOUR VOTE IS IMPORTANT.

WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING,

PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD.

TABLE OF CONTENTS

The Board of Directors of Viasat, Inc. (the Board) is soliciting the enclosed proxy for use at the annual meeting of stockholders to be held on September 3, 2026 at 8:30 a.m. Pacific Time, and at any adjournments or postponements of the meeting, for the purposes set forth in the notice of annual meeting of stockholders. This year’s annual meeting will be a completely virtual meeting of stockholders and will be accessible via the internet at www.virtualshareholdermeeting.com/VSAT2026.

GENERAL INFORMATION

About the Annual Meeting and Voting

Why am I receiving this proxy statement?

We sent you this proxy statement and the enclosed proxy card because Viasat’s Board is soliciting your proxy to vote at the 2026 annual meeting of stockholders. This proxy statement summarizes the information you need to know to vote at the annual meeting. All stockholders who find it convenient to do so are cordially invited to attend the virtual annual meeting. However, you do not need to attend the meeting to vote your shares. Instead, you may simply sign, date and return the enclosed proxy card or voting instruction form provided by your bank or broker, or follow the instructions specified in your proxy card or voting instruction form to vote by telephone or via the internet.

We intend to begin mailing this proxy statement, the attached notice of our annual meeting and the enclosed proxy card on or about July 27, 2026 to all stockholders who owned Viasat common stock on the record date, July 15, 2026, and are thus entitled to vote at the annual meeting. On this record date, there were approximately 137,755,490 shares of Viasat common stock outstanding. Common stock is our only class of stock entitled to vote. Along with this proxy statement, we are also sending our fiscal year 2026 annual report, which includes our financial statements.

What am I voting on?

The items of business scheduled to be voted on at the annual meeting are:

We will also consider any other business that properly comes before the annual meeting.

How does the Board recommend that I vote?

Our Board unanimously recommends that you vote:

How many votes do I have?

You are entitled to one vote for every share of Viasat common stock that you own as of July 15, 2026.

GENERAL INFORMATION • About the Annual Meeting and Voting

How do I vote by proxy?

Your vote is important. Whether or not you plan to attend the virtual annual meeting, we urge you to sign, date and return the enclosed proxy card or voting instruction form provided by your bank or broker as soon as possible to ensure that your vote is recorded promptly. Returning the proxy card or voting instruction form will not affect your right to attend or vote your shares at the annual meeting.

If you complete and submit your proxy card or voting instruction form, the persons named as proxies will vote your shares in accordance with your instructions. If you submit a proxy card or voting instruction form but do not fill out the voting instructions, your shares will be voted in accordance with the recommendations made by the Board.

If any other matters are properly presented for voting at the annual meeting, or any adjournments or postponements of the annual meeting occur, the proxy card or voting instruction form will confer discretionary authority on the individuals named as proxies to vote your shares in accordance with their best judgment. As of the date of this proxy statement, we have not received notice of other matters that may properly be presented for voting at the annual meeting.

May I revoke my proxy?

If you give us your proxy, you may revoke it at any time before your proxy is voted at the annual meeting. You may revoke your proxy in any of the following three ways:

If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other financial institution, you must contact your broker, bank or financial institution to revoke any prior instructions.

What if my shares are held by a broker, bank or other financial institution?

If you are the beneficial owner of shares held by a broker, bank or other financial institution, then your shares are held in “street name” and the organization holding your shares is considered to be the stockholder of record for purposes of voting at the annual meeting. As the beneficial owner, you have the right to direct your broker, bank or other financial institution regarding how to vote your shares. You are also invited to attend the virtual annual meeting. However, you will need the control number included on your voting instruction form provided by your bank or broker to be able to vote your shares or submit questions.

Can I vote via the internet or by telephone?

You may vote your shares via the internet or by telephone by following the instructions provided on your proxy card or voting instruction form. If your shares are registered in the name of a broker, bank or other financial institution, you may also be eligible to vote your shares electronically over the internet or by telephone if your financial institution makes such options available.

How can I attend the annual meeting?

We will be hosting the 2026 annual meeting live via the internet and you will not be able to attend in person. Our Board annually considers the appropriate format of our annual meeting, and concluded that a virtual meeting would allow stockholders from around the world to participate and ask questions, and for us to give thoughtful responses.

You are entitled to attend the annual meeting only if you were a Viasat stockholder or joint holder as of the record date, July 15, 2026, or you hold a valid proxy for the annual meeting. A stockholder can listen to and participate in the annual meeting live via the internet at www.virtualshareholdermeeting.com/VSAT2026. Stockholders may begin submitting written questions at 8:30 a.m. Pacific Time on September 3, 2026. Stockholders may also vote during the annual meeting. You will need the control number included on your proxy card or voting instruction form provided by your bank or broker to be able to vote your shares or submit questions. Instructions on how to participate, ask questions and access technical support are available at www.virtualshareholdermeeting.com/VSAT2026.

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GENERAL INFORMATION • About the Annual Meeting and Voting

What constitutes a quorum?

A quorum is present when at least a majority of the outstanding shares entitled to vote are represented at the annual meeting either in person or by proxy. Holders will be deemed present “in person” at the annual meeting by visiting www.virtualshareholdermeeting.com/VSAT2026 on the day of the annual meeting and properly registering their attendance by using the control number provided on your proxy card or voting instruction form provided by your bank or broker. This year, approximately 68,877,746 shares must be represented to constitute a quorum at the meeting and permit us to conduct our business.

What vote is required to approve each proposal?

In the election of directors, the three nominees for director who receive the highest number of affirmative votes will be elected as directors. All other proposals require the affirmative vote of a majority of the votes cast on that proposal. Voting results will be tabulated and certified by Broadridge Financial Solutions.

What will happen if I abstain from voting or fail to vote?

Shares held by persons attending the annual meeting but not voting, and shares represented by proxies that reflect abstentions as to a particular proposal will be counted as present for purposes of determining the presence of a quorum.

Similarly, shares represented by proxies that reflect a “broker non-vote” will be counted for purposes of determining whether a quorum exists. A broker non-vote occurs when a broker, bank or other financial institution holding shares in street name for a beneficial owner has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares for a particular proposal. Under the rules of various national and regional securities exchanges, the organization that holds your shares in street name has discretionary authority to vote only on routine matters and cannot vote on non-routine matters. The only proposal at the meeting that is considered a routine matter under applicable rules is the proposal to ratify the appointment of PricewaterhouseCoopers as Viasat’s independent registered public accounting firm for the 2027 fiscal year. Therefore, unless you provide voting instructions to the broker, bank or other financial institution holding shares on your behalf, they will not have discretionary authority to vote your shares on any of the other proposals described in this proxy statement. Please vote your proxy or provide voting instructions to the broker, bank or other financial institution holding your shares so your vote on the other proposals will be counted.

In tabulating the voting results for each proposal, neither abstentions nor shares that constitute broker non-votes are considered votes cast on that proposal. Because abstentions and broker non-votes will not be considered votes cast, abstentions and broker non-votes will not affect the outcome of any matter being voted on at the meeting, assuming that a quorum is obtained.

Who is soliciting these proxies and who is paying the solicitation costs?

We will pay the entire cost of soliciting these proxies, including the preparation, assembly, printing and mailing of this proxy statement and any additional solicitation material that we may provide to stockholders. In addition to the mailing of the notices and these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy and solicitation materials to stockholders.

We intend to file a proxy statement and WHITE proxy card with the SEC in connection with our solicitation of proxies for our 2027 Annual Meeting of Stockholders. Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed by Viasat with the SEC without charge from the SEC’s website at: www.sec.gov.

GENERAL INFORMATION • About the Annual Meeting and Voting

I share an address with another stockholder, but we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

If you share an address with another stockholder, you may receive only one set of proxy materials unless you have provided contrary instructions. The rules promulgated by the Securities and Exchange Commission, or SEC, permit companies, brokers, banks or other financial institutions to deliver a single copy of a proxy statement and annual report to households at which two or more stockholders reside. This practice, known as “householding,” is designed to reduce duplicate mailings, save significant printing and postage costs, and conserve natural resources. Stockholders will receive only one copy of our proxy statement and annual report if they share an address with another stockholder, have been previously notified of householding by their broker, bank or other financial institution, and have consented to householding, either affirmatively or implicitly by not objecting to householding. If you would like to opt out of householding for future mailings, or if you currently receive multiple copies of our annual reports and proxy statements and would prefer to receive a single copy in the future, please contact your broker, bank or financial institution. You may also obtain a separate annual report or proxy statement without charge by sending a written request to Viasat, Inc., Attention: Investor Relations, 6155 El Camino Real, Carlsbad, California 92009, by email at ir@viasat.com or by telephone at (760) 476-2633. We will promptly send additional copies of the annual report or proxy statement upon receipt of such request.

Important notice regarding the availability of proxy materials for the Viasat annual meeting of stockholders to be held on September 3, 2026

Under rules adopted by the SEC, we are also furnishing proxy materials to our stockholders via the internet. This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the annual meeting and help conserve natural resources. This proxy statement and our annual report to stockholders are available on the Investor Relations section of our website at investors.viasat.com. If you are a stockholder of record, you can elect to access future proxy statements and annual reports electronically by marking the appropriate box on your proxy card. Choosing to receive your future proxy materials electronically will help us conserve natural resources and reduce the costs of printing and distributing our proxy materials. If you choose this option, your choice will remain in effect until you notify our transfer agent, Computershare, by mail that you wish to resume mail delivery of these documents. If you hold your shares in street name, please refer to the information provided by your broker, bank or other financial institution for instructions on how to elect this option.

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the relevant information you should consider. Please read the entire proxy statement before voting.

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

We are dedicated to maintaining the highest standards of business integrity. We believe that adherence to sound principles of corporate governance, through a system of checks, balances and personal accountability is vital to protecting Viasat’s reputation, assets, investor confidence and customer loyalty. Above all, the foundation of Viasat’s integrity is our commitment to sound corporate governance. Our Corporate Governance Guidelines and Guide to Business Conduct can be found on the Investor Relations section of our website at investors.viasat.com.

Board Responsibilities

Primary Responsibilities

The Board of Directors is the company’s governing body and is responsible for assuring that the long-term interests of the stockholders are being served. The Board is also responsible for overseeing Viasat’s Chief Executive Officer and other senior management in the competent and ethical operation of the company on a day-to-day basis. To satisfy their duties, directors are expected to take a proactive, focused approach to their position, and set standards to ensure that the company is committed to business success by maintaining the highest standards of responsibility and ethics.

Risk Oversight

We take a comprehensive approach to risk management which is reflected in the reporting processes by which our management provides timely and comprehensive information to the Board to support the Board’s role in oversight, approval and decision-making.

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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS • Board Leadership and Independence

Board Leadership and Independence

Enhanced Board Leadership Structure. The Board regularly evaluates its leadership structure to ensure the best interests of the company and its stockholders are represented. The Board leadership structure is currently comprised of (1) a combined Chairman of the Board and Chief Executive Officer and (2) a Lead Independent Director. In response to stockholder feedback, the role of Lead Independent Director was established to provide strong independent leadership for the Board. The Lead Independent Director’s responsibilities include presiding over all meetings of the Board at which the Chairman is not present, calling meetings of independent directors and functioning as a liaison with the Chairman.

The Board believes that a Lead Independent Director, coupled with the combined Chairman and Chief Executive Officer positions, provides the most efficient and effective leadership model for Viasat. As the individual primarily responsible for the day-to-day management of the company’s business operations, our Chief Executive Officer is best positioned to provide clear insight and direction on business strategies and plans to both the Board and management. A single person, acting in the capacities of Chairman and Chief Executive Officer, promotes unity of vision and leadership, which allows for a single, clear focus for management to execute the company’s business strategies and plans. Together with a Lead Independent Director, this leadership structure allows the Board to exercise independent oversight while enabling direct access to information related to the day-to-day management of the company’s business operations.

Majority Independent Board. The criteria established by The Nasdaq Stock Market, or Nasdaq, for director independence include various objective standards and a subjective test. The subjective test requires that each independent director does not have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Under the objective standards, a member of the Board is not considered independent if, for example, he or she is (1) an employee of Viasat, or (2) a partner in, or a controlling stockholder or an executive officer of, an entity to which Viasat made, or from which Viasat received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year.

None of our existing directors were disqualified from independent status under the objective standards, other than Mr. Dankberg and Mr. Baldridge, who do not qualify as independent because they are or were recently Viasat employees. The subjective evaluation of director independence by the Board was made in the context of the objective standards by taking into account the standards in the objective tests, and reviewing and discussing additional information provided by the directors and the company with regard to each director’s business and personal activities as they may relate to Viasat and Viasat’s management.

As a result of this evaluation, the Board affirmatively determined that each existing member of the Board other than Mr. Dankberg and Mr. Baldridge is independent under the criteria established by Nasdaq for director independence. In addition to the Board level standards for director independence, all members of the Audit Committee, Compensation and Human Resources Committee, and Nomination, Evaluation and Corporate Governance Committee qualify as independent directors as defined by Nasdaq.

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS • Board Committee Composition

Board Committee Composition

As of the date of this proxy statement, our Board has the following four standing committees: (1) Audit Committee, (2) Compensation and Human Resources Committee, (3) Nomination, Evaluation and Corporate Governance Committee, and (4) Banking and Finance Committee, as well as a Strategic Review Committee (see below). The current membership and the function of each of the committees are described below. Each of the standing committees operates under a written charter which can be found on the Investor Relations section of our website at investors.viasat.com. During our fiscal year ended March 31, 2026, the Board held six meetings. During this period, all of the directors then serving on the Board attended or participated in at least 75% of the aggregate of the total number of meetings and the total number of meetings held by all standing committees of the Board on which each such director served. Although we do not have a formal policy regarding attendance by members of our Board at our annual meeting of stockholders, we encourage the attendance of our directors and director nominees at our annual meeting, and historically more than a majority have done so. Six of the seven directors then serving on our Board attended last year’s annual meeting of stockholders.

Audit Committee. The Audit Committee is responsible for reviewing the professional services provided by our independent registered public accounting firm, the independence of such independent registered public accounting firm from our management, and our annual and quarterly financial statements. The Audit Committee also reviews such other matters with respect to our accounting, auditing and financial reporting practices and procedures as it may find appropriate or that may be brought to the attention of the Audit Committee. The Board has determined that two members of our Audit Committee are “audit committee financial experts” as defined by the rules of the SEC. The responsibilities and activities of the Audit Committee are described in greater detail in the Audit Committee Report.

Compensation and Human Resources Committee. The Compensation and Human Resources Committee is responsible for designing and evaluating our compensation plans, policies and programs, including the compensation of our executive officers. In carrying out these responsibilities, the Compensation and Human Resources Committee is responsible for advising and consulting with the officers regarding managerial personnel and development, and for reviewing and, as appropriate, recommending to the Board policies, practices and procedures relating to the compensation of our non-employee directors, executive officers and other managerial employees. The objectives of the Compensation and Human Resources Committee are to encourage high performance, promote accountability and assure that employee interests are aligned with the interests of our stockholders. For additional information concerning the role and responsibilities of the Compensation and Human Resources Committee, see the Compensation Discussion and Analysis section of this proxy statement.

Nomination, Evaluation and Corporate Governance Committee. The Nomination, Evaluation and Corporate Governance Committee is responsible for developing and recommending to the Board a set of corporate governance guidelines and principles, providing oversight of the process for the self-assessment by the Board and each of its committees, reviewing and recommending nominees for election as directors and committee members, conducting the evaluation of our Chief Executive Officer, and advising the Board with respect to Board and committee composition.

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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS • Board Evaluation and Refreshment

Banking and Finance Committee. The Banking and Finance Committee is responsible for overseeing certain aspects of corporate finance for the company, and reviewing and making recommendations to the Board about the company’s financial affairs and policies, including short and long-term financing plans, objectives and principles, borrowings or the issuance of debt and equity securities.

Board Evaluation and Refreshment

The Nomination, Evaluation and Corporate Governance Committee, or NECG Committee, is responsible for reviewing and assessing the appropriate skills and characteristics required of Board members in the context of the current size and membership of the Board. This includes assessing whether the Board possesses the appropriate business acumen, range of perspectives, integrity, and personal skills and experience in technology, finance, marketing, international business, financial reporting and other areas to deliver the high standard of governance expected by our stockholders.

Our Board and the NECG Committee understand the importance of following robust processes for Board evaluation and refreshment. The NECG Committee annually reviews the skills and characteristics of the Board to ensure they align with the current needs of our company. Additionally, the Board completes an annual self-evaluation of its performance and the performance of its committees, facilitated by the NECG Committee. The results of these evaluations help to inform whether the Board is equipped to provide comprehensive and effective oversight.

The Board aims to maintain a balance between institutional knowledge on the Board, which comes in the form of longer-tenured directors, and fresh perspectives added through newly appointed directors. As a result, the Board has not imposed a hard limit on director tenure, as it believes that would artificially deprive the Board of the valuable contributions of its most experienced directors. Instead, the Board evaluates the mix of director tenures as a component of the broader evaluation and composition review process.

The Board’s approach to evaluation and refreshment has led to the addition of five new independent directors since the beginning of fiscal year 2025, which has provided valuable expertise on areas of strategic importance such as defense and national security, consumer product development, connected and autonomous vehicles, capital allocation, and AI infrastructure and communications networks.

In recommending candidates for election to the Board, the NECG Committee considers nominees recommended by directors, management and stockholders using the same criteria to evaluate all candidates. The NECG Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees. The NECG Committee reviews each candidate’s qualifications, including whether a candidate possesses any of the specific qualities and skills desirable in certain members of the Board. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate. Upon selection of a qualified candidate, the NECG Committee recommends the candidate for consideration by the full Board.

The NECG Committee will consider candidates recommended by any stockholder who has held our common stock for at least one year and who holds a minimum of 1% of our outstanding shares. When submitting candidates for nomination, stockholders must follow the notice procedures and provide the information specified in the section titled Other Matters. In addition, the recommendation must include the following: (1) the name and address of the stockholder and the beneficial owner (if any) on whose behalf the nomination is proposed, (2) a detailed resume of the nominee, and the signed consent of the nominee to serve if elected, (3) the stockholder’s reason for making the nomination, including an explanation of why the stockholder believes the nominee is qualified for service on our Board, (4) proof of the number of shares of our common stock owned by the record owner and the beneficial owner (if any) on whose behalf the record owner is proposing the nominee, (5) a description of any arrangements or understandings between the stockholder, the nominee and any other person regarding the nomination, (6) a description of any material interest of the stockholder and the beneficial owner (if any) on whose behalf the nomination is proposed, and (7) information regarding the nominee that would be required to be included in our proxy statement by the rules of the SEC, including the nominee’s age, business experience, directorships, and involvement in legal proceedings during the past ten years.

Communications with the Board

Any stockholder wishing to communicate with any of our directors regarding corporate matters may write to the director, c/o General Counsel, Viasat, Inc., 6155 El Camino Real, Carlsbad, California 92009. The General Counsel will forward such communications to each member of our Board; provided that, if in the opinion of the General Counsel it would be inappropriate to send a particular stockholder communication to a specific director, such communication will only be sent to the remaining directors. Certain correspondence such as spam, junk mail, mass mailings, product complaints or inquiries, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate material may be forwarded elsewhere within the company for review and possible response.

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS • Stockholder Engagement

Stockholder Engagement

Stockholder engagement is a critical aspect of our corporate governance practices and one of our top priorities. Our management team regularly engages with our stockholders to proactively understand their perspectives on our business and strategy, and governance and compensation programs, and to address any concerns they may have. During fiscal year 2026, we engaged in substantive conversations with stockholders representing approximately 57% of our total outstanding common stock.

Actions Taken in Response to Stockholder Feedback

Our Board has demonstrated responsiveness to feedback received during stockholder discussions through the changes we have made to our compensation programs and corporate governance practices. For example, based on stockholder feedback, we implemented a performance-based equity program to further align executive compensation with long-term stockholder interests. To further strengthen the independent oversight of our Board, we appointed a Lead Independent Director. We also modified how bonus targets are set and bonuses are calculated, and enhanced our peer group disclosure to provide additional transparency. A summary of the Board’s responsiveness to stockholder feedback is included below.

We are committed to continuing an active dialogue with our stockholders to ensure that the Board’s decisions are informed by investor feedback, and that we continue to evolve our corporate governance practices and compensation programs to best support long-term stockholder value creation.

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PROPOSAL 1

Election of Directors

Overview

In accordance with our certificate of incorporation, we divide our Board of Directors into three classes, with each class consisting, as nearly as may be possible, of one-third of the total number of directors. We elect one class of directors to serve a three-year term at each annual meeting of stockholders. At this year’s annual meeting of stockholders, we will elect three Class III directors to hold office until the 2029 annual meeting. At next year’s annual meeting of stockholders, we will elect four Class I directors to hold office until the 2030 annual meeting, and the following year, we will elect three Class II directors to hold office until the 2031 annual meeting. Thereafter, elections will continue in a similar manner at subsequent annual meetings. Each elected director will continue to serve until his or her successor is duly elected or appointed.

The Board unanimously nominated Mark Dankberg, William LaPlante and Michael Paull as Class III nominees for election to the Board. Unless proxy cards are otherwise marked, the persons named as proxies will vote all proxies received “FOR” the election of Messrs. Dankberg, LaPlante and Paull. If any director nominee is unable or unwilling to serve as a nominee at the time of the annual meeting, the persons named as proxies may vote either (1) for a substitute nominee designated by the present Board to fill the vacancy or (2) for the balance of the nominees, leaving a vacancy. Alternatively, the Board may reduce the size of the Board. The Board has no reason to believe that any of the nominees will be unable or unwilling to serve if elected as a director.

The following table sets forth the age, the positions currently held with Viasat, the year in which the current term will expire, and the class of director of each nominee to be elected at the annual meeting or director whose term of office will extend beyond the annual meeting.

PROPOSAL 1 • Election of Directors

Class III Directors Nominated for Election at this Annual Meeting

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PROPOSAL 1 • Election of Directors

Class I Directors with Terms Expiring in 2027

PROPOSAL 1 • Election of Directors

Class II Directors with Terms Expiring in 2028

Recommendation of the Board

The Board unanimously recommends that you vote “FOR” the election of Messrs. Dankberg, LaPlante and Paull.

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PROPOSAL 2

Ratification of Appointment of Independent Registered Public Accounting Firm

Overview

The Audit Committee has selected PricewaterhouseCoopers LLP as Viasat’s independent registered public accounting firm for our fiscal year ending March 31, 2027. PricewaterhouseCoopers has served as our independent registered public accounting firm since the fiscal year ended March 31, 1992. Representatives of PricewaterhouseCoopers are expected to be present at the annual meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Stockholder ratification of the selection of PricewaterhouseCoopers as our independent registered public accounting firm is not required by our bylaws or otherwise. However, we are submitting the selection of PricewaterhouseCoopers to the stockholders for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers, and may retain that firm or another without re-submitting the matter to the stockholders. Even if the selection is ratified, the Audit Committee may, in its discretion, direct the appointment of a different firm at any time during the year if it determines that such a change would be in the best interests of the company and its stockholders.

Principal Accountant Fees and Services

The following is a summary of the PricewaterhouseCoopers fees for professional services rendered for the fiscal years ended March 31, 2026 and March 31, 2025:

Audit Fees. This category includes the audit of our annual consolidated financial statements and the audit of our internal control over financial reporting, review of financial statements included in our Form 10-Q quarterly reports, and services that are normally provided by the independent registered public accounting firm in connection with regulatory filings or engagements, as well as issuance of the standalone financial statements required per our debt arrangements.

Audit-Related Fees. This category consists of assurance and related services provided by PricewaterhouseCoopers that are reasonably related to the performance of the audit or review of our consolidated financial statements, and are not reported above as Audit Fees. These services include work performed in connection with registration statements such as issuance of comfort letters, accounting consultations in connection with acquisitions, and consultations concerning financial accounting and reporting standards.

Tax Fees. This category consists of professional services rendered by PricewaterhouseCoopers, primarily in connection with tax compliance, tax planning and tax advice activities. These services include assistance with the preparation of tax returns, claims for refunds, value added tax compliance, and consultations on state, local and international tax matters.

All Other Fees. This category consists of fees for products and services other than the services reported above, including fees for subscription to PricewaterhouseCoopers’ online research tool.

PROPOSAL 2 • Ratification of Appointment of Independent Registered Public Accounting Firm

Pre-Approval Policy of the Audit Committee

The Audit Committee has established a policy that all audit and permissible non-audit services provided by our independent registered public accounting firm will be pre-approved by the Audit Committee. These services may include audit services, audit-related services, tax services and other services. The Audit Committee considers whether the provision of each non-audit service is compatible with maintaining the independence of the independent registered public accounting firm. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval policy, and the fees for the services performed to date. During fiscal year 2026, the fees paid to PricewaterhouseCoopers shown in the table above were pre-approved in accordance with this policy.

Recommendation of the Board

The Board unanimously recommends that you vote “FOR” the ratification of the appointment of PricewaterhouseCoopers as Viasat’s independent registered public accounting firm for fiscal year 2027.

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PROPOSAL 3

Advisory Vote On Executive Compensation

Overview

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we are providing Viasat stockholders with an opportunity to cast an advisory vote to endorse or not endorse the compensation of our Named Executive Officers (identified in the Summary Compensation Table) as disclosed in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the design and effectiveness of our executive compensation program. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the compensation philosophy, policies and practices described in this proxy statement.

Stockholder Engagement and Responsiveness. Our management team regularly engages with our stockholders to proactively understand their perspectives on our business and strategy and our governance and compensation practices, and to address any concerns they may have. During fiscal year 2026, we engaged in substantive conversations with stockholders representing approximately 57% of our total outstanding common stock.

Our Board has demonstrated responsiveness to feedback received during our discussions with stockholders through the changes we have made to our executive compensation program over the years, as described further below under “Compensation Discussion and Analysis” beginning on p. 20.

We are committed to continuing an active dialogue with our stockholders to ensure that the Board’s decisions are informed by investor feedback, and that we continue to evolve our corporate governance practices and compensation programs to best support long-term value creation.

Executive Compensation Philosophy. Our executive compensation program has been designed to encourage high performance, promote accountability and align the interests of our executive officers with the interests of our stockholders by linking a substantial portion of their total direct compensation to our performance. The program is designed to reward superior performance and provide financial consequences for underperformance. The program is also designed to attract, retain and motivate a talented team of executive officers with superior ability, experience and leadership to grow our business and build stockholder value. We urge our stockholders to read the “Compensation Discussion and Analysis” section of this proxy statement, which describes in more detail how our compensation policies and practices operate and are designed to achieve our compensation objectives, as well as the “Summary Compensation Table” and other related compensation tables and disclosures, which provide detailed information on the compensation of our Named Executive Officers. We believe that our executive compensation program fulfills these objectives and that the compensation of our Named Executive Officers is instrumental in contributing to Viasat’s long-term success.

We request stockholder approval, on an advisory basis, of the compensation of our Named Executive Officers, as disclosed in our proxy statement for the 2026 annual meeting of stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related compensation tables and disclosures.

While this advisory vote is non-binding, our Board values the opinions that our stockholders express in their votes and will, as a matter of good corporate practice, take into account the outcome of the vote when considering future compensation decisions.

Consistent with the preference of our stockholders as reflected in our prior non-binding advisory vote on the frequency of future say-on-pay votes, we will continue to hold an advisory say-on-pay vote on an annual basis unless otherwise disclosed. Following this year’s advisory vote, the next scheduled advisory say-on-pay vote will take place at our 2027 annual meeting of stockholders.

Recommendation of the Board

The Board unanimously recommends that you vote “FOR” the approval of the compensation of our Named Executive Officers as disclosed in this proxy statement.

OWNERSHIP OF SECURITIES

Beneficial Ownership Table

The following table sets forth information known to us regarding the ownership of Viasat common stock as of July 1, 2026 by (1) each director, (2) each of the Named Executive Officers identified in the Summary Compensation Table, (3) all directors and executive officers of Viasat as a group, and (4) all other stockholders known by us to be beneficial owners of more than 5% of Viasat common stock.

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OWNERSHIP OF SECURITIES • Beneficial Ownership Table

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and beneficial owners of more than 10% of Viasat common stock to file reports of ownership and changes in ownership with the SEC. These persons are required to furnish us with copies of all forms that they file. Based solely on our review of copies of these forms in our possession, or in reliance upon written representations from our directors and executive officers, we believe that all of our directors, executive officers and greater than 10% beneficial owners complied with the Section 16(a) filing requirements during the fiscal year ended March 31, 2026, with the following exceptions:

Late reports were filed on behalf of Messrs. Blair, Chandran, Dankberg, Dodd, C. Miller, M. Miller and Palmer, and Ms. Duffy with respect to performance stock units, which should have been reported on the certification date of such awards in May 2025, but were instead reported on June 7, 2025 together with regularly scheduled restricted stock unit vesting.

In addition, late reports were filed on behalf of Messrs. LaPlante and Paull with respect to administrative delays, including the unavailability of required EDGAR access codes and the coordination of filings to be submitted concurrently.

EXECUTIVE COMPENSATION

QUICK REFERENCE GUIDE:

Compensation Discussion and Analysis

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EXECUTIVE COMPENSATION • Compensation Discussion and Analysis

Business Overview and Fiscal Year 2026 Performance Highlights

We are an innovative, global provider of communications technologies and services, focused on making connectivity accessible, available and secure for current and future customers worldwide. By leveraging our own satellite fleet and its advantages, existing national operator partnerships, plus coverage and capacity from leading third-party satellites and constellations, our services are designed to provide customers with the essential capacity density, market access, speed, bandwidth and responsiveness they need. Our end-to-end multi-band platform of satellites, ground infrastructure and user terminals enables us to provide a wide array of cost-effective, high-quality broadband, narrowband and other connectivity solutions to aviation, maritime, enterprise, consumer, military and government users around the globe, whether on the ground, in the air or at sea. In addition, our government business includes a portfolio of communications gateways; situational awareness and command and control products and services; satellite communication products and services across various frequency bands; and cybersecurity and information assurance products and services. We believe that our diversification strategy—anchored in a broad portfolio of customer-centric products and services and supported by our fleet of broadband and narrowband satellites—our vertical integration and our ability to effectively cross-deploy technologies between government and commercial applications and segments as well as across different geographic markets, provide us with a strong foundation to sustain and enhance our leadership in advanced communications and networking technologies.

Performance Highlights

Our fiscal year 2026 financial results are largely consistent with our expectations and plans entering the year, despite headwinds from the U.S. Government shutdown during the latter half of the fiscal year. We are pleased with our operational and financial performance, as well as the accomplishments of our teams as we compete and win in attractive growth markets. Highlights for the year include:

Executive Compensation Decisions Informed by Stockholder Feedback

Our management team regularly engages with our stockholders to proactively understand their perspectives on our business and strategy and governance and compensation practices, and to address any concerns they may have. During fiscal year 2026, we engaged in substantive conversations with stockholders representing approximately 57% of our total outstanding common stock.

EXECUTIVE COMPENSATION • Compensation Discussion and Analysis

Our Board and our Compensation and Human Resources Committee, or the Committee, have demonstrated responsiveness to feedback received during these discussions through the changes we have made to our executive compensation program over time, as described below.

Overview and Objectives of Executive Compensation Program

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EXECUTIVE COMPENSATION • Compensation Discussion and Analysis

Compensation Objectives

The objectives of our executive compensation program are premised on the following three fundamental principles, each of which is discussed below: (1) a significant portion of executive compensation should be performance-based, linking the achievement of company objectives and individual objectives; (2) the financial interests of our executive management and our stockholders should be aligned; and (3) the executive compensation program should be structured so that we can compete in the marketplace in hiring and retaining top level executives with compensation that is competitive and fair. Because our executive compensation program is designed to reward prudent business judgment and promote disciplined progress towards longer-term company goals, we believe that our balanced compensation policies and practices do not encourage unnecessary and excessive risk-taking by employees that could reasonably be expected to have a material adverse effect on us.

Performance-Based Compensation. We strongly believe that a significant amount of executive compensation should be designed to reward superior performance, and we believe that our executive officers should be accountable for the overall performance of our business as well as their individual performance. To achieve this objective, we have structured our compensation program so that executive compensation is tied, in large part, directly to both company-wide and individual performance. For example, and as discussed specifically below, annual bonuses are based on, among other things, pre-established corporate financial performance metrics and individual performance. Also, as described below, executive officers receive long-term incentive awards, including time-based and performance-based awards. A significant portion of the total direct compensation for our Named Executive Officers is delivered as incentive-based compensation, including long-term equity and cash performance awards. Total incentive-based compensation, defined as the sum of annual bonus and long-term incentive awards granted in fiscal year 2026, represented approximately 91% and 83% of total direct compensation for our Chief Executive Officer and Named Executive Officers, respectively.

Alignment with Stockholder Interests. We believe that executive compensation and stockholder interests should be linked, and our compensation program is designed so that the financial interests of our executive officers are closely aligned with the interests of our stockholders. We accomplish this objective in multiple ways. First, a significant portion of our Named Executive Officer compensation is linked to achievement of rigorous financial, operational and stock price performance metrics. Second, we have adopted stock ownership guidelines that require our executive officers to own a significant amount of Viasat stock. Third, we grant long-term incentive awards as a significant part of our executive compensation program. Fourth, we’ve adopted a CEO stock holding requirement for which our CEO must hold vested or exercised stock awards for 12 months following a vesting or settlement date. We have also adopted a clawback policy to allow the Committee to recover incentive compensation (including time-based and performance-based cash and equity awards) from an executive officer in the event of a financial restatement resulting from such executive officer’s misconduct, as further described below. We also maintain a compensation recovery policy as required by Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the corresponding rules adopted by Nasdaq, which provides for the mandatory recovery of certain erroneously awarded incentive compensation from our officers in the event of an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws.

EXECUTIVE COMPENSATION • Compensation Discussion and Analysis

Structure Allows Competitive and Fair Compensation Packages. We believe our success depends to a significant degree on our ability to attract and retain highly skilled personnel. Stockholders are accordingly best served when we can attract and retain talented executives with compensation packages that are competitive and fair. Therefore, we strive to create compensation packages for our executive officers that deliver compensation that is comparable to the total compensation opportunities delivered by the companies with which we compete for executive talent.

Decision-Making Processes and Criteria

The Committee is responsible for determining our overall executive compensation philosophy, and for evaluating and recommending certain components of executive officer compensation to our Board for approval. The Committee acts under a written charter adopted and approved by our Board and may, in its discretion, obtain the assistance of outside advisors, including compensation consultants, legal counsel and accounting and other advisors. Pursuant to its charter, the Committee is authorized to review and approve the compensation of the company’s Chief Executive Officer and other executive officers. Each member of the Committee qualifies as a “non-employee director” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, and as independent within the meaning of the corporate governance standards of Nasdaq. A copy of the Committee charter can be found on the Investor Relations section of our website at investors.viasat.com.

In fiscal year 2026, the Committee again engaged the executive compensation consulting firm, Compensia, to provide analysis and advice on matters relating to executive officer compensation and benefits practices. After conducting an evaluation using the factors established by the SEC and Nasdaq, the Committee determined that Compensia is independent and that there is no conflict of interest arising from the work performed by Compensia during fiscal year 2026.

Because our executive compensation program relies on the use of three relatively straightforward elements (base salary, annual bonuses and long-term cash and equity awards), the process for determining executive compensation remains fairly consistent across each element. In determining each element of executive compensation, the Committee generally considers each of the following factors:

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EXECUTIVE COMPENSATION • Compensation Discussion and Analysis

Peer Group Selection Process. As part of the process of determining executive compensation, the Committee reviews competitive executive compensation data of relevant companies from across the industries in which we primarily operate. Through a thorough annual evaluation process, the Committee identifies the appropriate group of companies to reference as a peer group for compensation comparison purposes. The peer group was selected based on a variety of factors, including industry, revenue, business model and market capitalization. The Committee also reviewed competitive market information from the Radford McLagan Compensation Database, a globally recognized source of market information of participating companies in the technology sector. An overview of the key criteria considered and process followed by the Committee to determine the appropriate peer group is summarized below:

For fiscal year 2026 compensation decisions, the Committee approved a peer group consisting of the following companies:

In evaluating our peer group for fiscal year 2026, the Committee made several changes, including removing Juniper Networks, Inc. and Spirit Aerosystems Holdings, Inc., and adding Extreme Networks, Inc. and Viavi Solutions Inc. The resulting peer group for fiscal year 2026 was comprised of companies with revenues generally ranging within 0.25x and 2.5x of Viasat’s

EXECUTIVE COMPENSATION • Compensation Discussion and Analysis

revenues for the most recently completed fiscal year, with Viasat placing in approximately the 74^th percentile among the nineteen peer group companies, based on the data available to the Committee at the time the peer group was selected.

For fiscal year 2027, the Committee approved Compensia’s proposal to make further adjustments to maintain ongoing alignment with selection criteria and remove Equinix Inc., Palo Alto Networks Inc., and Transdigm Group, Inc. While the annual revenue of these three companies are within the defined range of the peer group revenue selection criteria, the market value of their outstanding common equity and the resulting ratio of market value-to-revenue were significantly greater than that of Viasat and the remaining peers. These three companies were replaced with AeroVironment, Inc., Kratos Defense & Security Solutions, Inc., Leonardo DRS, Inc., Skyworks Solutions, Inc. and StandardAero, Inc. As a result of these changes, the peer group for fiscal year 2027 is more closely aligned with our business through the addition of four companies in the Aerospace & Defense sector and one company in the Technology sector.

Individual Performance and Contributions. The Committee assesses individual executive performance and contributions. The individual performance assessments made by the Committee are based in part on input from executive management. As part of our executive compensation process, our Chief Executive Officer provides input to the Committee on the individual performance and contributions of our executive officers other than himself. With respect to assessing the individual performance of our Chief Executive Officer, the Committee relies on an annual assessment completed by our Nomination, Evaluation and Corporate Governance Committee. While the Committee believes input from management and outside advisors is valuable, the Committee makes its recommendations and decisions based on its independent analysis and assessment.

Company Financial Market Performance. A major principle of our executive compensation philosophy is the belief that a significant amount of executive compensation should be performance-based. The Committee relies on financial and market metrics and predefined goals to ensure we pay for performance.

Company Strategic Positioning. Given the importance of the long-term performance of the company, the current strategic positioning of the company is also a significant factor in the assessment of our executive compensation program and the determination of executive compensation components. The Committee considers the strategic positioning of the company as a basis for determining base salaries, annual bonuses, equity award allocations and other executive compensation.

Total Executive Compensation.  The Committee assesses each of the individual pay elements that constitute target total direct compensation, which we define as the sum of base salary, target annual bonus, and target annual long-term incentive opportunity. This focus on the individual pay elements ensures that the resulting pay mix of cash-to-stock and fixed-to-variable compensation are appropriate for business and talent objectives and in relation to observed market practices and stockholder expectations. In terms of the competitiveness of executive compensation, the Committee’s primary focus is on target total direct compensation rather than the individual compensation elements. Our goal is to provide a comprehensive and compelling executive compensation opportunity to each of our Named Executive Officers. This approach provides the Committee with the flexibility to set market-competitive compensation opportunities that reflect the skills and experience of our Named Executive Officers. We incorporate market compensation data from our peer group and from the Radford McLagan Compensation Database as discussed above in this section. Market data sets the parameters of compensation for each job. The Committee then determines the value for each individual Named Executive Officer based on its assessment of performance and individual contributions.

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EXECUTIVE COMPENSATION • Compensation Discussion and Analysis

Affordability. Prior to completing its executive compensation review and evaluation, the Committee confirms that proposed cash compensation, which for fiscal year 2026 included base salary, annual bonus and long-term cash incentive awards, is affordable under and consistent with Viasat’s financial results. With respect to long-term incentive awards granted as equity, the Committee confirms the availability and affordability of shares prior to granting the equity awards to our executive officers. To the extent the Committee determines that an individual pay element or a combination of pay elements of executive compensation is not affordable, appropriate adjustments are made prior to final approval by the Committee and any subsequent recommendation to the Board. As a result of this evaluation in fiscal year 2026, due to constraints on our share reserve under our equity plan during fiscal year 2026, the Committee determined to grant a portion of the performance-based long-term incentive awards to our Named Executive Officers in the form of performance cash awards. These awards represented 25% of the target long-term incentive opportunity at the time they were initially reviewed by the Committee. However, based on an increase in the fair value of stock awards between the planning date and final grant date, the grant date fair value represented approximately 13% of the total long-term incentive opportunity provided to our Named Executive Officers in fiscal year 2026.

The Role of Stockholder Feedback. As described above, our management team regularly engages with our stockholders to proactively understand their perspectives on our business and strategy, and corporate governance and compensation practices, and to address any concerns they may have. We also hold annual non-binding advisory say-on-pay votes on our Named Executive Officer compensation, with the most recent say-on-pay vote held in September 2025, with over 95% of stockholder votes cast in favor of our say-on-pay proposal. As the Committee evaluated our executive compensation policies and practices throughout fiscal year 2026, they were mindful of the level of support for the say-on-pay vote held at our annual meeting in September 2025 and the input our stockholders expressed for our compensation philosophy and objectives. The Committee will continue to consider the outcome of future say-on-pay votes and material stockholder feedback when making future compensation decisions for executive officers.

Determination of Compensation. The Committee and the Board hold several meetings each year for the review, evaluation and determination of executive compensation. The Committee determines the appropriate compensation for each individual executive officer after considering the factors described in the preceding paragraphs.

The Committee relies on multiple inputs to set executive compensation for our Named Executive Officers. As discussed in “Total Executive Compensation” above, the Committee exercises business judgement and its experience in formulating and finalizing compensation decisions. Other inputs include competitive compensation market data, company and individual performance, leadership qualities, individual contributions, operational results, business responsibilities, experience, career with the company, current compensation arrangements, long-term potential to enhance stockholder value, and input it receives from its independent compensation consultant. While competitive compensation market data paid by other companies is one of the many factors the Committee considers in assessing the reasonableness of compensation, we do not attempt to maintain a certain target percentile within a peer group or otherwise rely entirely on that data to determine executive officer compensation. Instead, we incorporate flexibility into our executive compensation program and in the assessment and decision-making processes responding to and adjusting for the evolving business environment, including our internal needs and objectives and the expectations and feedback of our stockholders.

Compensation Program Elements

The elements of our executive compensation program are the following: base salary, annual bonuses, long-term incentive compensation in the form of equity awards and, for fiscal year 2026, performance cash awards, and certain other benefits that are generally available to all our employees.

Base Salary. In evaluating base salaries, the Committee primarily considers (1) executive compensation survey results from Radford, which generally reports a compensation range for each position, (2) compensation data of our peer group companies prepared and analyzed by its compensation consultant, and (3) individual performance and contributions. In evaluating individual executive performance and contributions, the Committee considers to what extent the executive officer:

EXECUTIVE COMPENSATION • Compensation Discussion and Analysis

The following table sets forth the base salaries for fiscal years 2025 and 2026 for each of our Named Executive Officers. The effective date for base salary adjustments for our Named Executive Officers in fiscal year 2026 was December 1, 2025, which was the same as the effective date for all other U.S. employees that received a base salary increase as part of our annual process.

Annual Bonuses. Consistent with our overall compensation objectives of linking compensation to performance, aligning executive compensation with stockholder interests, and attracting and retaining top level executive officers in our industry, the Committee approved annual bonuses for fiscal year 2026 to our Named Executive Officers. In determining annual bonus awards, the Board and the Committee considered industry compensation surveys, compensation data from peer group companies and achievement of certain company and individual performance objectives. Target bonus opportunities for our Named Executive Officers, as set forth in the table below, are determined by the Committee primarily based on industry compensation surveys and validated with compensation data from peer group companies and have an established maximum bonus payout opportunity of 200% of each executive officer’s target bonus. The Committee also considers the expected contributions of each executive officer toward the overall success of the company.

The Board and the Committee also retain discretion to take additional factors into account in determining final annual bonus awards (such as market conditions, key awards, total executive compensation, strategic positioning, additional company financial metrics or extraordinary individual contributions) and may make bonus payouts above or below the target bonus opportunities, to the extent appropriate. The use of business judgment and the backstop that positive and negative discretion provide ensure bonus decisions and outcomes align with the best interests of the company and our stockholders.

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EXECUTIVE COMPENSATION • Compensation Discussion and Analysis

Named Executive Officers Annual Metric Selection and Bonus Determination. For fiscal year 2026, the Committee relied on performance assessment and decision-making processes that considered corporate financial and individual performance results. Results for the corporate financial modifier and the individual modifier are calculated separately and combined using their assigned weightings of 70% and 30%, respectively. The sum of the weighted performance modifiers creates the “Combined Performance Modifier”. Each Named Executive Officer’s target bonus is multiplied by the Combined Performance Modifier to generate a “Formula Bonus Award”. The Committee reviews and applies adjustments as necessary to the Formula Bonus Award, which is approved following a final review as each Named Executive Officer’s “Earned Bonus Award”.

Corporate Financial Performance Objectives (70% of Annual Bonus Determination). For fiscal year 2026, the Committee selected revenue, Adjusted EBITDA, and New Contract Awards as our corporate financial performance bonus metrics. These metrics reflect our operating plan priorities of top line growth, margin expansion, and securing customer commitments to buy our products and services in future years. The goals underlying these metrics were reviewed and approved by the Committee at the beginning of the fiscal year. Year-over-year performance comparisons of our goals using the same metrics can be misleading given non-linear growth and volatility in the internal and external factors that influence the Committee’s performance expectations.

The table below summarizes the primary design features of our fiscal year 2026 bonus plan and applicable weighted results for each metric, which collectively determine the corporate financial performance portion of total bonus funding for fiscal year 2026. Corporate financial performance as a percentage of total target bonus funding is weighted 70%, with the balance tied to individual performance. Actual bonus funding for corporate financial performance can range from 0% to 200%, depending on results. Threshold, target, and maximum bonus funding levels for corporate financial performance are set at 50%, 100%, and 200%, respectively. The Committee, acting under delegation of authority from the Board, determined that the company’s achievement relative to the pre-established objectives described below was 121%. By multiplying the corporate financial performance bonus funding of 121% by its assigned weight of 70%, the portion of fiscal year 2026 bonus earned for corporate financial performance was 84.7%.

EXECUTIVE COMPENSATION • Compensation Discussion and Analysis

Individual Performance Objectives (30% of Annual Bonus Determination). Individual leadership and strategic objectives are determined by the Committee, with the objectives for the Named Executive Officers (other than our Chief Executive Officer) based on input and recommendations from our Chief Executive Officer. Individual leadership and strategic objectives for our Chief Executive Officer are determined by the Committee based on the recommendation of the Nomination, Evaluation and Corporate Governance Committee. Metrics are qualitative in nature; each Named Executive Officer’s attainment of individual performance objectives, while made in the context of such pre-established objectives, is based upon an evaluation of individual performance by the Committee.

The Committee applied a consistent approach when making bonus decisions for the Named Executive Officers and considered its ability to apply negative discretion to ensure final bonus decisions are aligned with the best interests of the company and its shareholders. Additionally, the Committee assessed the year-over-year change in annual bonus awards and the effect of bonus awards on total direct compensation (defined as the sum of base salary, bonus, and the target value of long-term incentive awards) positioning for each Named Executive Officer, ensuring final decisions reflected our pay-for-performance philosophy in absolute and relative terms and were appropriate given the value of each executive officer’s contributions. The Committee did not exercise discretion, except for minor adjustments for rounding that are identified below in “Fiscal Year 2026 Earned Bonus Awards”.

Chief Executive Officer Annual Bonus Determination. To determine our Chief Executive Officer’s individual performance achievement for the leadership and strategic objectives in fiscal year 2026, the Committee relied on an assessment of our Chief Executive Officer’s performance completed by the Nomination, Evaluation and Corporate Governance Committee. The criteria used by the Nomination, Evaluation and Corporate Governance Committee included the following:

The Nomination, Evaluation and Corporate Governance Committee evaluated our Chief Executive Officer’s leadership and strategic performance during fiscal year 2026 in the context of the company’s strong financial results relative to the pre-established, objective financial criteria described above, and noted, among other things, the following achievements:

Based on the accomplishments set forth above, as well as the achievement of other leadership and strategic objectives, the Nomination, Evaluation and Corporate Governance Committee awarded Mr. Dankberg 120% credit for the achievement of individual performance objectives. The Committee relied on the foregoing evaluations in determining Mr. Dankberg’s final annual bonus award.

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EXECUTIVE COMPENSATION • Compensation Discussion and Analysis

Other Named Executive Officers Annual Bonus Results. In evaluating the individual performance of our other Named Executive Officers, the Committee placed special emphasis on the leadership provided by each Named Executive Officer in the achievement of financial, critical non-financial, operational and strategic business objectives on an enterprise level and across their respective areas of accountability during fiscal year 2026. In particular, the Committee considered each individual’s contributions during fiscal year 2026 to achieving strong financial results and key strategic and developmental objectives, including record revenue and awards, execution on synergy and strategic opportunities though methodical Inmarsat integration, strengthening our capital structure and investing in profitable, sustainable growth, and building depth and capabilities across their teams. In addition, the Committee considered the following critical outcomes for each Named Executive Officer in determining his individual performance modifier for purposes of the final annual bonus payouts:

Based on the accomplishments detailed above and the extensive feedback provided by our Chief Executive Officer, the Committee assigned our other Named Executive Officers individual performance scores of approximately 120% to 160% (before the application of the individual performance modifier’s weighting of 30%), reflecting the individual and collective strength and value of their contributions to our fiscal year 2026 success.

Fiscal Year 2026 Earned Bonus Awards. Based upon our financial results for fiscal year 2026 relative to the pre-established financial objectives described above and the Committee’s evaluation of our corporate achievements and individual executive performance, the Committee, acting under delegation of authority from the Board, approved the bonuses in the table below for our Named Executive Officers for fiscal year 2026:

Additional Fiscal Year 2026 Special Performance and Recognition Awards. The Committee awarded special awards to Messrs. Chandran, Blair and Chase during fiscal year 2026 in recognition of their extraordinary contributions. The award values are disclosed in the “Summary Compensation Table” for each Named Executive Officer and in the “Grants of Plan-based Awards in Fiscal Year 2026” table for Mr. Chase. These special awards are summarized below.

EXECUTIVE COMPENSATION • Compensation Discussion and Analysis

The Committee met to review and discuss Mr. Chandran’s performance as defined by his supplemental bonus goals during fiscal year 2026. The Committee determined Mr. Chandran was successful in achieving the supplemental bonus goals and approved the payment to Mr. Chandran of his supplemental bonus.

Long-Term Cash and Equity Incentive Compensation. Consistent with our belief that long-term compensation is a key component of an effective executive compensation program at growth-oriented technology companies, particularly one with non-linear growth, our Committee, acting under delegation of authority from the Board, approved long-term cash and equity incentive awards to our executive officers in fiscal year 2026. The Committee determined the target long-term incentive award levels for fiscal year 2026 in a manner consistent with the determination of base salary and annual bonuses. The Committee considered (1) the industry compensation data described above, (2) individual performance and contributions, (3) total executive compensation, (4) stockholder feedback on our executive compensation program, and (5) the availability and affordability of shares for equity awards in determining equity compensation for our executive officers. In determining the availability and affordability of shares for the fiscal year 2026 long-term incentive awards for our executive officers, the Committee also considered:

Based on the factors discussed above, our Committee, acting under delegation of authority from the Board, approved long-term incentive awards in the form of time-based restricted stock units, performance-based restricted stock units and long-term performance cash awards for our Named Executive Officers in fiscal year 2026. In addition, Messrs. Dankberg and Blair each received a one-time equity award in one of our subsidiaries, Snappi Holdco, Inc.

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EXECUTIVE COMPENSATION • Compensation Discussion and Analysis

Restricted Stock Units. Our Committee believes that time-based restricted stock units that vest over a multi-year period in equal annual installments based on continued employment provide a strong retentive tool for our Named Executive Officers, helping to ensure their continued motivation and service over a multi-year period. Prior to June 2024, restricted stock units granted to our Named Executive Officers vested over four years, which was revised to a standard three-year vesting schedule commencing with the restricted stock units granted to our Named Executive Officers in June 2024. For fiscal year 2026, approximately 50% of the value of the long-term incentive awards at the time they were initially reviewed by the Committee (and approximately 54% of the grant date fair value based on the increase in the fair value of stock awards between the planning date and final grant date) was granted in the form of restricted stock units. These percentages (and the percentages discussed in “Performance Stock Units and Performance Cash Awards” below) exclude the value of special awards described in “Additional Fiscal Year 2026 Special Performance and Recognition Awards”.

In addition, the Named Executive Officers may also be eligible for accelerated vesting of all or a portion of their restricted stock units in accordance with the terms of their severance agreements and change in control severance agreements, as described below.

Performance Stock Units and Performance Cash Awards. Consistent with previous years, in fiscal year 2026 the Committee granted a substantial portion of the long-term incentives to our Named Executive Officers in the form of performance-based awards. Prior to June 2024, performance-based equity incentives granted to our Named Executive Officers were awarded in the form of performance stock options, but the Committee determined that issuing awards in the form of performance stock units maintained the right incentive structure while having a less dilutive impact under our equity program. The Committee also determined that the performance-based long-term incentive awards granted to our Named Executive Officers in fiscal year 2026 would be delivered in the form of performance stock unit awards and long-term performance cash awards, each representing approximately 25% of the Named Executive Officer’s total target long-term incentive awards for such fiscal year, which are described below. The use of performance cash awards as part of the long-term incentives during fiscal year 2026 was driven by share constraints under our equity plan.

EXECUTIVE COMPENSATION • Compensation Discussion and Analysis

The performance stock units granted in fiscal year 2026 are eligible to be earned, in part, based on Viasat’s cumulative Adjusted EBITDA performance for the three-year period ending March 31, 2028, and the performance cash awards granted in fiscal year 2026 are eligible to be earned, in part, based on Viasat’s free cash flow performance for the three-year period ending March 31, 2028. Consistent with previous years, the Committee also selected relative total shareholder return (“TSR”) as an additional performance condition for the performance stock units and performance cash awards granted to our Named Executive Officers in fiscal year 2026. The final portion of those awards earned based on Adjusted EBITDA or free cash flow performance during the three-year period ending March 31, 2028, as applicable, will be subject to a modifier (positive or negative) based on Viasat’s relative TSR performance for such period. The Committee believes that TSR is a strong indicator of long-term stockholder value creation and on a relative basis measures performance on a market adjusted basis. The inclusion of the TSR modifier in each of these awards is designed to further align executive pay with stockholder value creation by adjusting the final award value to be delivered when Viasat’s TSR during the applicable measurement period underperforms or outperforms the TSR of companies in the Russell 3000 Index.

Cumulative Adjusted EBITDA and Total Shareholder Return (TSR) Performance Stock Units Granted to Named Executive Officers in August 2025. 

Approximately 25% of the value of the long-term incentive awards at the time they were initially reviewed by the Committee (and approximately 33% of the grant date fair value based on the increase in the fair value of stock awards between the planning date and final grant date) granted to our Named Executive Officers during fiscal year 2026 were in the form of performance stock units that are eligible to vest, in part, based on Viasat’s cumulative Adjusted EBITDA during each of three annual performance periods ending March 31, 2026, 2027 and 2028, and, in part, based on Viasat’s relative TSR performance as compared to the Russell 3000 Index during the three-year performance period ending March 31, 2028, subject to the Named Executive Officer’s continued service through the vesting date. For these performance stock units, the Committee selected cumulative Adjusted EBITDA as the financial metric, which the Committee believes is tailored to the company’s strategic priorities, will reward strong operational performance, and balance driving both short- and long-term performance. For more information on the performance stock units granted during fiscal year 2026, see the Grants of Plan-Based Awards in Fiscal Year 2026 table below.

The performance stock units will be eligible to vest based on cumulative Adjusted EBITDA on a linear scale and as described below. The “Achievement Percentage” for financial performance above or below “Target” and within “Threshold” and “Maximum” will be calculated using interpolation.

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EXECUTIVE COMPENSATION • Compensation Discussion and Analysis

The total achievement level based on cumulative Adjusted EBITDA performance will be subject to adjustment based on relative TSR performance for the three-year performance period ending March 31, 2028, as described below, and the Named Executive Officer’s continued service through the vesting date.