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. From November 1996 to September 2024, through various amendments of the Equity Participation Plan, the Company increased the maximum number of shares reserved for issuance under this plan to 59,401,000 shares. 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 are counted against the Equity Participation Plan share reserve on a one for one basis and performance-based stock options are calculated assuming “maximum” performance. Shares of the Company’s common stock granted under the Equity Participation Plan as an award other than as an option 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 as two shares for each share of common stock subject to such awards.

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 new 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. From November 1996 to September 2023, through various amendments of the Employee Stock Purchase Plan, the Company increased the maximum number of shares reserved for issuance under the Employee Stock Purchase Plan to 11,950,000 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.

Total stock-based compensation expense recognized in accordance with ASC 718 was as follows:


	Fiscal Years Ended
	March 31, 2025			March 31, 2024			March 31, 2023
	(In thousands)
Stock-based compensation expense before taxes	$	80,385		$	83,631		$	82,112
Related income tax benefits		(2,181	)		(5,292	)		(17,238	)
Stock-based compensation expense, net of taxes	$	78,204		$	78,339		$	64,874

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 $72.9 million, $75.6 million and $75.0 million, and for the Employee Stock Purchase Plan was $7.5 million, $8.0 million and $7.1 million, for fiscal years 2025, 2024 and 2023, respectively. The Company capitalized $8.1 million, $10.7 million and $12.9 million of stock-based compensation expense as a part of property, equipment and satellites, net for fiscal years 2025, 2024 and 2023, respectively. During fiscal year 2025, the Company modified certain RSUs and market-based performance stock options in connection with termination of executives resulting in an insignificant amount of incremental compensation expense.

As of March 31, 2025, total unrecognized compensation cost related to unvested stock-based compensation arrangements granted under the Equity Participation Plan and Inducement Plan (including stock options, market-based performance stock options, RSUs and PSUs) and the Employee Stock Purchase Plan was $125.2 million and $2.9 million, respectively. These costs are expected to be recognized over a weighted average period of 0.6 years, 1.1 years, 2.0 years and 1.7 years, for stock options, market-based performance stock options, 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 typically have a simple four-year vesting schedule (except for one- and three-year vesting schedules for options granted to the members of the Company’s Board of Directors) 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 performance stock options that will become eligible to vest based on the time-based vesting schedule described below is based on a comparison over a four-year performance period of the Company’s TSR to the TSR of the companies included in the S&P Mid Cap 400 Index. The number of options that may become vested and exercisable will range from 0% to 175% of the target number of options based on the Company’s relative TSR ranking for the performance period. The Company’s TSR performance stock options have a four-year time-based vesting schedule and a six-year contractual term. The TSR performance stock options 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 performance stock options to executive officers and certain other high-level employees under the Equity Participation Plan. The price hurdle performance stock options must be vested under both a three-year time-based vesting schedule and a market-based vesting condition in order to become exercisable. The number of options that may become vested and exercisable will range from 0% to 250% of the target number of options granted provided that 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 performance stock options and the price hurdle performance stock options (collectively, the market-based performance stock options) at the grant date using a Monte Carlo simulation. Expense for vested market-based performance stock options 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 market-based performance stock options granted during fiscal year 2025. The weighted average estimated fair value of market-based performance stock options granted during fiscal years 2024 and 2023 was $16.01 and $25.06 per share, respectively, using the 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 2025 was $9.87 and $5.22 per share, respectively, during fiscal year 2024 was $15.73 and $8.79 per share, respectively, and during fiscal year 2023 was $16.49 and $10.30 per share, respectively, using the Black-Scholes model.

The weighted average assumptions (annualized percentages) used in the Black-Scholes model and Monte Carlo simulation were as follows:


	Stock Options									Market-based Performance Stock Options							Employee Stock Purchase Plan
	Fiscal Year 2025			Fiscal Year 2024			Fiscal Year 2023			Fiscal Year 2025	Fiscal Year 2024			Fiscal Year 2023			Fiscal Year 2025			Fiscal Year 2024			Fiscal Year 2023
Volatility		64.5	%		54.2	%		46.4	%	—		56.4	%		49.9	%		97.3	%		66.6	%		60.5	%
Risk-free interest rate		3.5	%		4.2	%		3.4	%	—		4.4	%		3.8	%		4.6	%		5.3	%		3.4	%
Dividend yield		0.0	%		0.0	%		0.0	%	—		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Expected life	5.0 years			5.0 years			5.0 years			—	4.6 years			5.0 years			0.5 years			0.5 years			0.5 years

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 market-based performance options 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 market-based performance stock options represent the expected period of time from the date of grant to the estimated date that the stock 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.

A summary of stock option activity for fiscal year 2025 is presented below:


	Number of Shares			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term in Years		Aggregate Intrinsic Value (In thousands)
Outstanding at March 31, 2024		221,949		$	51.95
Options granted		35,000			17.33
Options expired		(68,231	)		61.67
Options exercised	—			—
Outstanding at March 31, 2025		188,718		$	42.02		2.9	$	—
Vested and exercisable at March 31, 2025		152,718		$	46.72		2.3	$	—

The total intrinsic value of stock options exercised during fiscal years 2025, 2024 and 2023 was zero, an insignificant amount and zero, respectively. 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. The Company recorded no excess tax benefits during fiscal years 2025, 2024 and 2023.

A summary of market-based performance stock option activity for fiscal year 2025 is presented below:


	Number of Shares (1)			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term in Years		Aggregate Intrinsic Value (In thousands)
Outstanding at March 31, 2024		3,356,983		$	31.29
Market-based performance options granted	—			—
Market-based performance options canceled		(793,978	)		33.84
Market-based performance options exercised		—			—
Outstanding at March 31, 2025		2,563,005		$	30.50		3.8	$	—
Vested and exercisable at March 31, 2025		—		$	—		—	$	—

(1)

Number of shares is based on the target number of options under each market-based performance stock option.

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 one-year for certain 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 2025, 2024 and 2023, the Company recognized $56.6 million, $57.4 million and $59.1 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 2025, 2024 and 2023 was $15.77, $29.21 and $35.04, respectively.

A summary of RSU activity for fiscal year 2025 is presented below:


	Number of Shares			Weighted Average Grant Date Fair Value per Share
Outstanding at March 31, 2024		4,020,734		$	37.11
Awarded		3,704,379			15.77
Forfeited		(391,204	)		25.09
Vested		(1,575,356	)		37.67
Outstanding at March 31, 2025		5,758,553		$	24.05
Vested and deferred at March 31, 2025		206,332		$	50.44

The total fair value of shares vested related to RSUs during the fiscal years 2025, 2024 and 2023 was $15.3 million, $34.1 million and $46.9 million, respectively.

Performance-based restricted stock units. During fiscal year 2025, the Company granted performance-based restricted stock units with a market condition (such as stock price milestone) (market condition PSUs) and performance-based restricted stock units with a performance condition (such as an operational milestone) (performance condition PSUs) to executive officers and certain other high-level employees under the Equity Participation Plan and Inducement Plan. The Company’s market condition PSUs cliff vest at the end of three years and the Company's performance condition PSUs have a one year performance-based vesting period and a three-year time-based vesting schedule. The number of shares of market condition PSUs that will become eligible to vest is based on a comparison over a three-year performance period of the Company’s TSR to the TSR of the companies included in the Russell 3000 Index. The final number of market condition PSUs that will be issued will range from 0% to 175% of the target number of PSUs based on the Company’s relative TSR ranking for the performance period. The final number of shares of performance condition PSUs that will be issued will range from 0% to 175% of the target number of PSUs depending on 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 year 2025, the Company recognized $5.1 million in stock-based compensation expense related to all PSUs, for which the expense for performance condition PSUs was based on an estimated weighted average performance multiplier of approximately 150%.

The per unit weighted average grant date fair value of PSUs granted during fiscal year 2025 was $18.13.

A summary of PSU activity for fiscal year 2025 is presented below:


	Number of Shares (1)			Weighted Average Grant Date Fair Value per Share
Outstanding at March 31, 2024	—			$	—
Awarded		635,585			18.13
Forfeited		(25,847	)		18.24
Vested	—			—
Outstanding at March 31, 2025		609,738		$	18.13

(1)

Number of shares is based on the target number of PSUs under each market condition PSU and performance condition PSU. Based on an estimated weighted average performance multiplier of approximately 150%, approximately 400,000 of performance condition PSUs are expected to time vest over the next three years.