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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September
25, 2026
AST
SpaceMobile, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39040 |
|
84-2027232 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
Midland
International Air & Space Port
2901
Enterprise Lane
Midland,
Texas 79706
(Address
of Principal Executive Offices) (Zip Code)
(432)
276-3966
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A common stock, par value $0.0001 per share |
|
ASTS |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
September 25, 2026, the Compensation Committee of the Board of Directors of AST SpaceMobile, Inc. (the “Company”) adopted
the Company’s Senior Management Change of Control Severance Policy (the “COC Severance Policy”). The COC Severance
Policy is intended to provide eligible employees of the Company with reasonable financial security in their employment and position with
the Company, without distraction from uncertainties regarding their employment created by the possibility of a potential or actual change
of control of the Company.
The
COC Severance Policy applies to the Company’s Chief Executive Officer, the Company’s President and all Executive Vice Presidents
and Senior Vice Presidents (each, an “Eligible Employee”), which includes all of the Company’s named executive officers.
An
Eligible Employee is entitled to benefits under the COC Severance Policy in the event of a termination of the Eligible Employee’s
employment with the Company by the Company without “Cause” or by the Eligible Employee for “Constructive Discharge”
either (a) on or before the first anniversary of the date of a “Change of Control” (as such terms are defined in the COC
Severance Policy) or (b) in certain circumstances, within 180 days prior to the date that the Change of Control occurs (a “Qualifying
Termination”).
In
the event of a Qualifying Termination, an Eligible Employee will receive a lump sum cash payment equal to: (i) a multiple (which is 2.0
for the Chief Executive Officer and 1.5 for all other Eligible Employees) times the sum of the Eligible Employee’s annual base
salary and annual target performance bonus, (ii) a pro rata portion of the Eligible Employee’s annual target performance bonus
for the fiscal year in which the termination occurs, and (iii) the difference between the monthly COBRA rate and the active employee
premium rate for the applicable group health coverage (i.e., medical, dental and vision) as elected by the Eligible Employee (for the
Eligible Employee and his or her eligible dependents) at the time of the Qualifying Termination multiplied by a number of months equal
to 24 for the Chief Executive Officer and 18 for each other Eligible Employee. An Eligible Employee’s right to receive this payment
and benefits is subject to his or her execution of a general release of claims against the Company.
In
addition, the COC Severance Policy provides that all outstanding performance-based equity awards granted after the effective date of
the COC Severance Policy shall be converted in their entirety to time-based equity awards upon the occurrence of a Change of Control
based on the assumption that the performance goals are achieved at target; provided, however, that if the transaction price in a Change
of Control transaction is below a share price vesting condition, the performance-based equity awards subject to such share price vesting
condition will be forfeited as of the Change of Control. The vesting of performance-based equity awards that are converted to time-based
equity awards shall occur upon the same vesting schedule upon which the former performance metrics would have been measured and shall
vest in full upon a Qualifying Termination. Additionally, if an Eligible Employee incurs a Qualifying Termination, all outstanding time-based
equity awards, including converted performance-based equity awards, that are held by an Eligible Employee and were granted after the
effective date of the COC Severance Policy shall become fully vested and all forfeiture restrictions shall lapse.
If
an Eligible Employee is entitled to a payment or benefit whether payable under the COC Severance Policy or any other plan, arrangement
or agreement with the Company that is subject to the excise tax imposed on certain so-called “excess parachute payments”
under Section 4999 of the Internal Revenue Code of 1986, as amended, such payment or benefit will be reduced to the maximum amount that
may be paid without being subject to such excise tax, but only if the after-tax benefit of the reduced amount is greater than the after-tax
benefit of the unreduced amount.
The
COC Severance Policy does not change the terms of any plans or arrangements that may provide for severance benefits in case of a termination
of employment not in connection with a Change of Control. The COC Severance Policy also includes provisions intended to avoid duplication
of benefits with the severance benefits that otherwise may be payable under any other plan or arrangement upon a Qualifying Termination.
The
above summary is qualified by reference to the text of the COC Severance Policy that is filed herewith as Exhibit 10.1 and incorporated
herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
AST SpaceMobile, Inc. Senior Management Change of Control Severance Policy |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
AST
SPACEMOBILE, INC. |
| |
|
|
| Date:
September 28, 2026 |
By: |
/s/
Andrew M. Johnson |
| |
|
Andrew
M. Johnson |
| |
|
Executive
Vice President, Chief Financial Officer and Chief Legal Officer |
