Viasat Revises Stockholder Agreements and Director Resigns

Viasat Inc. (NASDAQ:VSAT), a global communications company with a market capitalization of $1.31 billion and current trading price of $10.08, announced on Monday significant changes to its corporate governance structure, according to a recent 8-K filing with the Securities and Exchange Commission (SEC). InvestingPro analysis indicates the company currently maintains a healthy liquidity position with a current ratio of 1.72, though it operates with substantial debt following its strategic acquisitions. The Carlsbad, California-based firm entered into new Stockholder Agreements with certain former shareholders and experienced a departure from its Board of Directors.

The new agreements, effective May 21, 2025, supersede previous arrangements made with the former sellers— Apax (HN:IBC), CPP Investment Board Private Holdings (4) Inc., Ontario Teachers’ Pension Plan Board, and WP Triton Co-Invest, L.P.—following Viasat’s acquisition of Inmarsat in 2023. This acquisition contributed to Viasat’s total debt position of $7.45 billion, though InvestingPro data shows the company maintains annual revenues of $4.52 billion. These agreements mandate that as long as the former sellers hold a specified minimum percentage of Viasat’s outstanding Common Shares, they will vote in line with the Board’s recommendations, subject to certain exceptions. Additionally, the agreements impose transfer restrictions and customary standstill limitations on the shareholders.

Concurrent with the establishment of these new agreements, the Former Stockholders Agreement, which granted the right to appoint up to two directors to the Board based on shareholding percentages, was terminated. This change signifies a shift in the influence of former sellers over board composition.

In a related development, Andrew Sukawaty, a director of Viasat, resigned from the Board and all relevant committees effective immediately on May 21, 2025. Viasat clarified that Mr. Sukawaty’s resignation was not due to any disagreement with the company regarding its operations, policies, or practices. The company expressed its gratitude for Mr. Sukawaty’s contributions during his tenure.

The financial implications of these governance changes were not disclosed in the filing. The full text of the new Stockholder Agreements has been filed as exhibits to the SEC report and is incorporated by reference.

This announcement comes as Viasat continues to navigate the complex landscape of global communications, following its strategic acquisition of Inmarsat, which aimed to create a communications powerhouse capable of delivering advanced broadband services worldwide. While the company is not currently profitable, InvestingPro analysts project a return to profitability this fiscal year. For deeper insights into Viasat’s financial health and growth prospects, investors can access the comprehensive Pro Research Report, which provides detailed analysis of the company’s market position and future potential.

The information for this report is based on the statements provided in the SEC filing by Viasat Inc.

In other recent news, ViaSat Inc. reported its fourth-quarter fiscal year 2025 results, surpassing revenue expectations by generating $1.15 billion, compared to the forecast of $1.13 billion. The company also reported a narrower-than-expected loss per share of $0.02, against an anticipated loss of $0.59. Needham analysts have adjusted their outlook on ViaSat, cutting the stock price target to $16 from $19, while maintaining a Buy rating. The analysts noted that ViaSat’s revenue increased by 1.4% compared to consensus estimates, although it was down 0.3% year-over-year.

ViaSat’s adjusted EBITDA for the quarter was $375 million, contributing to a fiscal year total of $1.55 billion. The company showed significant growth in the Government Satellite Communications and Digital Airware Technologies sectors, with year-over-year increases of 16% and 11%, respectively. However, these gains were partially offset by a 9% decline in the Commercial Communications sector. ViaSat’s management has set financial guidance for fiscal year 2026, projecting low single-digit percentage growth in revenue and flat EBITDA levels.

Analysts from Needham attributed the moderated growth projections to current satellite capacity limitations, expected to persist until the operational launch of the ViaSat-3 satellites. Despite these constraints, ViaSat’s competitive advantages in In-Flight Connectivity and Defense Technology are believed to support ongoing growth. The company plans to inflect free cash flow in the second half of the fiscal year and is targeting debt reduction to approximately three times leverage.

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