Ast Spacemobile Inc SEC Filings

AST SpaceMobile insider Abel Avellan, through his entity AA Gables, LLC, amended a previously disclosed variable prepaid forward contract covering up to 2,500,000 shares of the company’s Class A common stock. The contract is split into four components of up to 625,000 shares each, with settlement now scheduled on specified dates in March 2027.

The number of shares (or equivalent cash, at AA Gables’ election) to be delivered will depend on the volume-weighted average share price relative to a Floor Price of $56.0564 and a Cap Price of $79.6590. In connection with this amendment, AA Gables received an additional cash payment of approximately $10.7 million, on top of the $42.0 million received when the forward was originally entered into. AA Gables has pledged 2,500,000 common units of AST & Science, LLC as collateral but retains voting rights in these pledged securities during the term of the contract.

AST SpaceMobile, Inc. has filed a Form S-8 to register an additional 10,000,000 shares of its Class A common stock for issuance under its Amended and Restated 2024 Incentive Award Plan. Stockholders approved the amended plan on November 21, 2025, increasing the share pool available for equity-based awards to employees, directors and other eligible participants. The filing also incorporates by reference the company’s latest annual, quarterly and current reports and includes standard exhibits such as its charter documents, the full text of the incentive plan, legal opinions and auditor consent.

AST SpaceMobile, Inc. reported that stockholders approved its Amended and Restated 2024 Incentive Award Plan at a special meeting. The plan adds 10,000,000 shares of Class A common stock reserved for equity awards and extends the plan’s expiration from July 29, 2034 to October 6, 2035, unless ended earlier by the board.

Stockholders of all three classes of common stock voted, with 153,102,460 shares represented, accounting for 80.2% of the company’s total voting power and establishing a quorum. The proposal passed with 819,647,361 votes for, 36,483,937 against, and 438,864 abstentions, confirming strong support for increasing the share pool and extending the life of the incentive plan.

AST SpaceMobile, Inc. (ASTS)40,000 shares of Class A Common Stock at an exercise price of $0.0641 per share, resulting in the acquisition of these shares. Following this transaction, the officer directly beneficially owned 44,750 shares of Class A Common Stock. The options exercised related to AST LLC Incentive Equity Options that are exercisable for units ultimately redeemable for Class A Common Stock, and a remaining 339,912 derivative securities were reported as beneficially owned indirectly.

AST SpaceMobile (ASTS) is offering 2,048,849 shares of Class A common stock at $78.61 per share in a registered direct placement. The company expects net proceeds of about $160.2 million, which, together with cash on hand, will fund the repurchase of $50,000,000 principal amount of its 4.25% Convertible Notes for an aggregate cash price of approximately $161.1 million. The repurchase and this placement are cross-conditional.

Shares outstanding immediately following this placement are stated as 252,560,668. Settlement is expected on or about October 29, 2025 (T+5). Concurrently, the company is separately offering 2.00% convertible senior notes due 2036 in an aggregate principal amount of $1,000,000,000 (with an option for up to an additional $150,000,000) to qualified institutional buyers under Rule 144A, not contingent on this equity placement. The initial conversion rate for the new notes is 10.3845 shares per $1,000 (conversion price ~$96.30, a ~22.5% premium to $78.61).

AST SpaceMobile reported Q3 2025 results with revenue of $14,739, split between $7.0 million from U.S. government-related services and $7.7 million from resale of gateway equipment and services. Net loss attributable to common stockholders was $122,874.

Liquidity strengthened: cash and cash equivalents were $1,204,282 as of September 30, 2025, and total assets reached $2,550,902. Long-term debt, net of issuance costs, was $697,628. Contract liabilities were $66.6 million as of quarter end, reflecting advance payments for future SpaceMobile Service and gateway-related obligations.

The company executed major capital actions: issued $575,000 of 2032 2.375% convertible notes in July; repurchased portions of the 2032 4.25% notes in July and October (principal $225,000, $135,000, and $50,000) via cross-conditional equity offerings; and, subsequent to quarter end, issued $1,150,000 of 2036 2.00% notes. Non-operating results included induced conversion charges and a change in warrant fair value.

AST SpaceMobile, Inc. reported that it issued a press release announcing financial results for the three and nine months ended September 30, 2025. The company also furnished a Third Quarter 2025 Business Update, both dated November 10, 2025.

The press release is provided as Exhibit 99.1 and the business update presentation as Exhibit 99.2. These materials are being furnished, not filed, under the Exchange Act. The presentation may be discussed on the company’s third quarter 2025 conference call and will be available on its website.

AST SpaceMobile reported that subsidiary BackstopCo, LLC entered a cash‑collateralized term loan with UBS AG, Stamford Branch for $420.0 million. The loan bears a floating rate of Term SOFR + 2.0% and matures on the earlier of October 31, 2028 or acceleration under the agreement. It may be prepaid in whole or in part without penalty, subject to any breakage costs.

The facility is secured by a first‑priority lien on substantially all of BackstopCo’s assets and requires BackstopCo to maintain cash or cash equivalents in a collateral account equal to at least 102.0% of the outstanding principal. AST SpaceMobile, Inc. is not a borrower or guarantor. AST LLC provides a limited “bad boy” guaranty with recourse limited to its equity in BackstopCo. The agreement includes customary covenants on indebtedness, liens, investments, asset sales, mergers, affiliate transactions, dividends, and customary events of default, including change in control and insolvency.

AST SpaceMobile (ASTS) announced financing actions. The company repurchased $50.0 million principal of its 4.25% convertible notes due 2032 for an aggregate repurchase price of approximately $161.1 million. The buyback was funded with a registered direct sale of 2,048,849 Class A shares at $78.61 per share that closed on October 29, 2025.

Separately, initial purchasers exercised in full their option to buy an additional $150,000,000 of AST SpaceMobile’s 2.00% Convertible Senior Notes due 2036. After this option closing, a total of $1,150,000,000 aggregate principal amount of these notes is outstanding. Based on the initial maximum conversion rate of 12.7210 shares per $1,000 principal amount, a maximum of 14,629,150 Class A shares may initially be issued upon conversion, subject to customary anti-dilution adjustments.