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VIASAT INC

For the period ended Sep 30, 2024. Filed Nov 8, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 8, 2024

VSAT$74.37+16.3%Stored close · as of Nov 9, 2026

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Item 5. Other Information

During the three months ended September 30, 2024, no director or officer, as defined in Rule 16a-1(f), adopted orterminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K.

We have entered into (or intend to enter into) a Severance Agreement and/or a Change in Control Severance Agreement, effective as of December 1, 2024, with each of our named executive officers: Mark Dankberg, Chairman of the Board and Chief Executive Officer, K. Guru Gowrappan, President, Garrett L. Chase, Chief Financial Officer, Shawn Duffy, Chief Accounting Officer, Kevin Harkenrider, Executive Vice President and Chief Corporate Officer and Craig Miller, President, Global Space Networks. Each of these agreements will have a term of one year, subject to automatic one-year extensions; however, the agreement with Ms. Duffy will only extend beyond December 31, 2025 upon mutual agreement, and otherwise will be a qualifying termination and termination of her role with Viasat. These Severance Agreements and Change in Control Severance Agreements will supersede any prior severance or change in control severance agreements with each of the named executive officers.

Pursuant to the Severance Agreements, in the event of the executive’s qualifying termination, the executive will receive (i) a lump sum cash payment equal to (A) the sum of his or her annual base salary plus his or her target annual bonus, multiplied by (B) his or her severance multiple (200% in the case of Mr. Dankberg and Ms. Duffy, and 100% in the case of the other executive officers), (ii) continuation of health and other benefits for a period of 18 months following the date of termination, and (iii) accelerated vesting of a portion of the executive’s outstanding equity awards (generally the portion that would have vested in accordance with the terms of the applicable award agreements during the 12 months following the date of termination). Pursuant to the Change in Control Severance Agreements, in the event of the executive’s qualifying termination within the two months prior to or 18 months following a change in control of Viasat, the executive will generally receive the severance described above, except that the executive’s severance multiple will be increased (to 300% in the case of Mr. Dankberg and to 200% in the case of the other executive officers) and he or she will be entitled to full vesting of any outstanding equity awards. The executives must execute a general release of claims in favor of Viasat as a condition to receiving any severance benefits.

The preceding descriptions of the Severance Agreements and Change in Control Severance Agreements with our executive officers do not purport to be complete and are qualified in their entirety by reference to the complete text of these agreements, copies of which are filed as Exhibits 10.7, 10.8 and 10.9 to this Quarterly Report on Form 10-Q and are incorporated by reference herein.

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