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American Tower (AMT) unit discloses 2,288,621-share AST SpaceMobile block sale

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

American Tower Corporation’s subsidiary ATC TRS II LLC sold 2,288,621 Class A shares of AST SpaceMobile, Inc. in a sale coded “S” on December 9, 2025 at a price of $69.75 per share, executed as a block trade with Barclays Capital Inc. After this transaction, ATC TRS II LLC indirectly holds 211,379 AST SpaceMobile Class A shares and 2,170,657 AST & Science LLC common units plus an equal number of AST SpaceMobile Class B shares. These common units, together with the corresponding Class B shares, can be redeemed at any time on a one-to-one basis for the same number of Class A shares and do not expire.

Positive

  • None.

Negative

  • None.

Insights

Large shareholder sells 2,288,621 AST SpaceMobile Class A shares but keeps a sizable convertible stake.

ATC TRS II LLC, a wholly owned subsidiary of American Tower Corporation, reported selling 2,288,621 AST SpaceMobile Class A shares at a price of $69.75 per share on December 9, 2025, coded as a sale (“S”). The transaction was executed as a block trade with Barclays Capital Inc., indicating the shares were placed with one or more institutional buyers rather than sold piecemeal in the market.

After the sale, ATC TRS II LLC still indirectly holds 211,379 AST SpaceMobile Class A shares and 2,170,657 AST & Science LLC common units with an equal number of AST SpaceMobile Class B shares. The disclosure states that each common unit, together with a corresponding Class B share, may be redeemed at any time on a one‑to‑one basis for AST SpaceMobile Class A shares, and that these common units do not expire, leaving American Tower’s subsidiary with a continuing economic interest.

The remarks also note that the reporting person may be deemed part of a stockholder group under a stockholders’ agreement and disclaims beneficial ownership of securities reported by any other person except to the extent of its pecuniary interest. Overall, this is a notable shift in how a major holder is balancing its exposure to AST SpaceMobile while retaining substantial potential equity through the redeemable units and Class B shares.

Insider AMERICAN TOWER CORP /MA/
Role Insider
Sold 2,288,621 shs ($159.63M)
Type Security Shares Price Value
Sale Class A Common Stock 2,288,621 $69.75 $159.63M
holding Common Units -- -- --
holding Class B Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 211,379 shares (Indirect, See Explanation of Responses); Common Units — 2,170,657 shares (Indirect, See Explanation of Responses); Class B Common Stock — 2,170,657 shares (Indirect, See Explanation of Responses)
Footnotes (1)
  1. Represents shares of Class A Common Stock ("Class A Shares") of AST SpaceMobile, Inc. (the "Issuer") held by ATC TRS II LLC ("TRS II"), a wholly owned subsidiary of American Tower Corporation (together with TRS II, the "Reporting Persons"), sold pursuant to a block trade with Barclays Capital Inc. TRS II directly holds 2,170,657 common units ("Common Units") of AST & Science LLC ("AST LLC") and an equal number of Class B Common Stock of the Issuer ("Class B Shares"). The Common Units, together with an equal number of Class B Shares, may be redeemed by TRS II at any time for Class A Shares on a one-to-one basis. The Common Units do not expire.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
AMERICAN TOWER CORP /MA/
(Last) (First) (Middle)
222 BERKELEY ST.
(Street)
BOSTON MA 02116
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AST SpaceMobile, Inc. [ ASTS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% owner group
3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/09/2025 S 2,288,621(1) D $69.75 211,379 I See Explanation of Responses
Class B Common Stock 2,170,657(2) I See Explanation of Responses
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units (3) (3) (3) Class A Common Stock 2,170,657 2,170,657 I See Explanation of Responses
Explanation of Responses:
1. Represents shares of Class A Common Stock ("Class A Shares") of AST SpaceMobile, Inc. (the "Issuer") held by ATC TRS II LLC ("TRS II"), a wholly owned subsidiary of American Tower Corporation (together with TRS II, the "Reporting Persons"), sold pursuant to a block trade with Barclays Capital Inc.
2. TRS II directly holds 2,170,657 common units ("Common Units") of AST & Science LLC ("AST LLC") and an equal number of Class B Common Stock of the Issuer ("Class B Shares").
3. The Common Units, together with an equal number of Class B Shares, may be redeemed by TRS II at any time for Class A Shares on a one-to-one basis. The Common Units do not expire.
Remarks:
The Reporting Person may be deemed to be a member of a group (for purposes of Rule 13d-3 under the Exchange Act) with the other stockholders of the Issuer party to the Stockholders' Agreement, dated April 6, 2021, filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on April 12, 2021, as amended and restated by the Amended and Restated Stockholders' Agreement, dated June 5, 2024, filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on June 7, 2024, and the First Amendment to Amended and Restated Stockholders' Agreement, dated as of February 5, 2025, filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on February 7, 2025. The Reporting Person disclaims beneficial ownership of any securities reported by any person except to the extent of its pecuniary interest therein.
/s/ Rodney M. Smith, By: Executive Vice President, Chief Financial Officer and Treasurer, American Tower Corporation 12/11/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did American Tower’s ATC TRS II LLC report regarding AST SpaceMobile (ASTS)?

ATC TRS II LLC reported a sale of 2,288,621 AST SpaceMobile Class A shares on December 9, 2025, recorded as a sale transaction coded “S.”

At what price did ATC TRS II LLC sell its AST SpaceMobile Class A shares?

The 2,288,621 AST SpaceMobile Class A shares were sold at a price of $69.75 per share in a single block trade.

How many AST SpaceMobile Class A shares does ATC TRS II LLC own after this sale?

Following the sale, ATC TRS II LLC indirectly owns 211,379 AST SpaceMobile Class A shares.

What AST & Science LLC common units and Class B shares does ATC TRS II LLC hold?

ATC TRS II LLC directly holds 2,170,657 AST & Science LLC common units and an equal number of AST SpaceMobile Class B shares.

Can the AST & Science LLC common units and AST SpaceMobile Class B shares be converted into Class A shares?

Yes. Each common unit, together with a corresponding Class B share, may be redeemed by ATC TRS II LLC at any time for one AST SpaceMobile Class A share, on a one‑to‑one basis, and the common units do not expire.

How was the AST SpaceMobile share sale by ATC TRS II LLC executed?

The 2,288,621 Class A shares were sold in a block trade with Barclays Capital Inc..

What is ATC TRS II LLC’s relationship to American Tower Corporation (AMT)?

ATC TRS II LLC is described as a wholly owned subsidiary of American Tower Corporation.