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
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Date of Report (Date of earliest event reported): May 11, 2026 |
AST SpaceMobile, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-39040 |
84-2027232 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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Midland Intl. Air & Space Port 2901 Enterprise Lane |
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Midland, Texas |
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79706 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (432) 276-3966 |
(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:
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Title of each class
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Trading Symbol(s) |
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Name of each exchange on which registered
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Class A common stock, par value $0.0001 per share |
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ASTS |
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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 2.02. Results of Operations and Financial Condition.
On May 11, 2026, AST SpaceMobile, Inc. (“AST SpaceMobile” or the “Company”) issued a press release announcing financial results for the three months ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1.
The information included in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
AST SpaceMobile is also furnishing a First Quarter 2026 Business Update, dated May 11, 2026 (the “Presentation”), attached as Exhibit 99.2 to this Current Report on Form 8-K, which may be referred to on the Company’s first quarter 2026 conference call to be held on May 11, 2026. The Presentation will also be available on the Company’s website at www.ast-science.com.
The information included in this Item 7.01 and in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No. |
Description |
99.1 |
Press Release dated May 11, 2026 |
99.2 |
First Quarter 2026 Business Update |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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PRESS RELEASE |
EXHIBIT 99.1 |

AST SpaceMobile Provides Business Update and First Quarter 2026 Results
Network deployment continues with next orbital launch in mid-June with BlueBird 8, BlueBird 9 and BlueBird 10 on a Falcon 9 launch vehicle
Vertical integration reaching scale with BlueBird 11 through BlueBird 33 in advanced stages of production and assembly
Achieved 98.9 Mbps peak data speeds using in-orbit Block 1 BlueBird satellite over international waters
FCC authorizes commercial SpaceMobile Service in the United States with grant of Supplemental Coverage from Space for direct-to-device broadband connectivity
MIDLAND, Texas, May 11, 2026 – AST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS), the company building the first and only space-based cellular broadband network accessible directly by everyday smartphones, and designed for both commercial and government applications, is providing its business update and results for the first quarter ended March 31, 2026.
“AST SpaceMobile is accelerating manufacturing, regulatory progress, commercial partnerships, and government programs, furthering our position as the only technology positioned to capture the massive direct to device broadband opportunity in full,” commented Abel Avellan, AST SpaceMobile’s Chairman and Chief Executive Officer. “BlueBird 8, BlueBird 9, and BlueBird 10 will be launched into low Earth orbit in mid-June and we are in advanced stages of production and assembly of BlueBird 11 through BlueBird 33.”
“Our network deployment for 2026 is targeting approximately 45 satellites in orbit, supported by our manufacturing cadence and multi-partner launch strategy” added Avellan. “We have a robust global spectrum portfolio, the industry’s largest global commercial ecosystem, and a fortress balance sheet, positioning us for success as we create the space-based cellular broadband market.”
Business Update
•Network deployment targeting approximately 45 BlueBird satellites in orbit during 2026, supported by our manufacturing cadence and agreements with multiple launch providers, including Blue Origin, SpaceX, and others
oBlueBird 8, BlueBird 9, and BlueBird 10 on track for delivery to Cape Canaveral and an expected orbital launch in mid-June on a Falcon 9 launch vehicle
oVertically integrated production, supported by over 500,000 sq ft of manufacturing and operations space, is reaching scale with BlueBird 11 through BlueBird 33 in advanced stages of production and assembly and phased arrays completed through BlueBird 28
oBlueBird 6 continues to operate as expected following successful deployment of the largest-ever phased array in low Earth orbit
•Continued momentum of network deployment and commercialization efforts across partner ecosystem ahead of scaled commercial service activation, beginning with scaled ground integration efforts in the United States, Canada, United Kingdom, India, Brazil, Spain, Germany, France, Romania, Saudi Arabia, Japan, New Zealand, the Philippines, Cote d’Ivoire, Kenya, Nigeria, and Senegal, targeting a combined population of 2.9 billion people
oFCC grant of Supplemental Coverage from Space authorizes provision of commercial SpaceMobile Service in the United States for direct-to-device broadband connectivity leveraging a network of up to 248 satellites
oCommercial partner ecosystem continues to expand through agreements with Telus in Canada in addition to existing partner Bell Canada and Axian Telecom in Africa, in addition to existing partners Vodacom, Orange and MTN – totaling nearly 60 global mobile network operator partners who cover over 3 billion subscribers
•New record achieved with 98.9 Mbps peak data speeds from in-orbit Block 1 BlueBird satellite directly to an unmodified smartphone over international waters
oBlock 2 BlueBird satellite in orbit today is expected to nearly double the peak data speeds recently achieved using our on-orbit Block 1 BlueBird satellites
oDeveloping AI edge computing and AI spectrum management features for on-orbit capabilities, with BlueBird integration targeted by year-end
•On track to achieve full year 2026 revenue guidance of $150.0 million to $200.0 million, primarily driven by mobile network partners and the U.S. Government
oFirst quarter revenue was $14.7 million, consistent with plans for quarterly revenue ramp during 2026
oApproximately half of the full year 2026 revenue guidance is expected to be achieved from existing contracted revenue backlog
oWon three new awards since March 2026 with the U.S. Government, through prime contractors, as a result of successful on-orbit milestone activities
•Company has the key assets – intellectual property, partnerships, balance sheet cash, access to shared MNO and MSS spectrum, over 500,000 square feet of manufacturing and operations space globally – to build and launch over 100 BlueBird satellites to enable global coverage of SpaceMobile Service
oDedicated micron production facility in Texas is now fully operational, with capacity to support over 10 satellites’ worth of microns per month
oInnovative technology backed by shared MNO spectrum, controlled MSS spectrum, and IP with approximately 3,900 patent and patent pending claims
oRobust balance sheet with approximately $3.5 billion in cash, cash equivalents, and restricted cash as of March 31, 2026
First Quarter 2026 Financial Highlights
•First quarter revenue of $14.7 million driven by gateway deliveries and U.S. Government milestones met
•Total operating expenses for the first quarter of 2026 were $164.1 million, including $73.0 million of depreciation and amortization and stock-based compensation expense. This represents an increase of $37.5 million as compared to $126.6 million in the fourth quarter of 2025 due to a $37.9 million increase in engineering services costs, a $17.4 million increase in general and administrative costs, and a $1.9 million increase in depreciation and amortization expense, partially offset by a $17.8 million decrease in cost of revenues mainly attributable to decreased volume of gateway deliveries and a $1.9 million decrease in research and development costs
•Adjusted operating expenses(1) for the first quarter of 2026 were $91.2 million, a decrease of $4.5 million as compared to $95.7 million in the fourth quarter of 2025 due to a $17.6 million decrease in Adjusted cost of revenues(1) and a $1.9 million decrease in research and development costs, partially offset by a $9.2 million increase in Adjusted engineering services costs(1) and a $5.8 million increase in Adjusted general and administrative costs(1). Our Adjusted operating expenses, excluding Adjusted cost of revenues(1) for the first quarter of 2026 was $79.8 million, compared to $66.8 million in the fourth quarter of 2025
•As of March 31, 2026, we had cash, cash equivalents, and restricted cash of approximately $3.5 billion
•As of March 31, 2026, we had incurred approximately $1.8 billion of gross capitalized property and equipment costs and accumulated depreciation and amortization of $191.0 million. The capitalized costs include costs of satellite materials for BlueBird satellites, advance launch payments, capital advances, Block 1 and BlueWalker 3 satellites, assembly and integration facilities including assembly and test equipment, and ground antennas
(1) See “Non-GAAP Financial Measures” below for additional information. See reconciliation of Adjusted operating expenses to Total operating expenses; Adjusted cost of revenues to Cost of revenues; Adjusted engineering services costs to Engineering services costs; Adjusted general and administrative costs to General and administrative costs; and Adjusted operating expenses, excluding Adjusted cost of revenues to Total operating expenses in the tables accompanying this press release.
Non-GAAP Financial Measures
We refer to certain non-GAAP financial measures in this press release, including Adjusted operating expenses; Adjusted cost of revenues; Adjusted engineering services costs; Adjusted general and administrative costs; and Adjusted operating expenses, excluding Adjusted cost of revenues. We believe these non-GAAP financial measures are useful measures across time in evaluating our operating performance as we use these measures to manage the business, including in preparing our annual operating budget and financial projections. These non-GAAP financial measures have no standardized meaning prescribed by U.S. GAAP, and therefore have limits in their usefulness to investors. Because of the non-standardized definitions, these measures may not be comparable to the calculation of similar measures of other companies and are presented solely to provide investors with useful information to more fully understand how management assesses performance. These measures are not, and should not be viewed as, a substitute for their most directly comparable GAAP measures. Reconciliation of non-GAAP financial measures and the most directly comparable GAAP financial measures are included in the tables accompanying this press release.
Conference Call Information
AST SpaceMobile will hold a quarterly business update conference call at 5:00 p.m. (Eastern Time) on Monday, May 11, 2026. The call will be accessible via a live webcast on the Events page of AST SpaceMobile’s Investor Relations website at https://ast-science.com/investors/. An archive of the webcast will be available shortly after the call.
About AST SpaceMobile
AST SpaceMobile is building the first and only global cellular broadband network in space to operate directly with standard, unmodified mobile devices based on our extensive IP and patent portfolio, and designed for both commercial and government applications. Our engineers and space scientists are on a mission to eliminate the connectivity gaps faced by today’s five billion mobile subscribers and finally bring broadband to the billions who remain unconnected. For more information, follow AST SpaceMobile on YouTube, X (Formerly Twitter), LinkedIn and Facebook. Watch this video for an overview of the SpaceMobile mission.
Forward-Looking Statements
This communication contains “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results of AST SpaceMobile to differ materially from those expected and projected. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “would,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside AST SpaceMobile’s control and are difficult to predict.
Factors that could cause such differences include, but are not limited to: (i) expectations regarding AST SpaceMobile’s strategies and future financial performance, including AST’s future business plans or objectives, expected functionality of the SpaceMobile Service, anticipated timing of the launch of the Block 2 BlueBird satellites, anticipated demand and acceptance of mobile satellite services, prospective performance and commercial opportunities and competitors, the timing of obtaining regulatory approvals, ability to finance its research and development activities, commercial partnership acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and AST SpaceMobile’s ability to invest in growth initiatives; (ii) the negotiation of definitive agreements with mobile network operators relating to the SpaceMobile Service that would supersede preliminary agreements and memoranda of understanding and the ability to enter into commercial agreements with other parties or government entities; (iii) the ability of AST SpaceMobile to grow and manage growth profitably and retain its key employees and AST SpaceMobile’s responses to actions of its competitors and its ability to effectively compete; (iv) changes in applicable laws or regulations; (v) the possibility that AST SpaceMobile may be adversely affected by other economic, business, and/or competitive factors; (vi) the outcome of any legal proceedings that may be instituted against AST SpaceMobile; and (vii) other risks and uncertainties indicated in the Company’s filings with the Securities and Exchange Commission (“SEC”), including those in the Risk Factors section of AST SpaceMobile’s Form 10-K filed with the SEC on March 2, 2026.
AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors in AST SpaceMobile’s Form 10-K
filed with the SEC on March 2, 2026. AST SpaceMobile’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Investor Contact:
investors@ast-science.com
Media Contact:
Allison Worldwide
ASTSpaceMobile@allisonpr.com
First Quarter 2026 Financial Results
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands, except share data)
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As of |
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March 31, 2026 |
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December 31, 2025 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
3,029,591 |
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$ |
2,335,683 |
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Restricted cash |
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873 |
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877 |
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Accounts receivable, net (includes related party accounts receivable of $10,095 and $2,091 at March 31, 2026 and December 31, 2025, respectively) |
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27,453 |
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37,726 |
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Inventory |
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16,756 |
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12,007 |
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Prepaid expenses |
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10,673 |
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11,955 |
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Other current assets |
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67,253 |
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60,264 |
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Total current assets |
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3,152,599 |
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2,458,512 |
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Non-current assets: |
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Restricted cash |
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428,400 |
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443,400 |
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Property and equipment, net |
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1,638,262 |
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1,398,761 |
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Intangible assets, net |
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267,693 |
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245,093 |
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Operating lease right-of-use assets, net |
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19,316 |
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19,420 |
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Other non-current assets (includes related party loan receivable of $18,481 and $18,187 at March 31, 2026 and December 31, 2025, respectively) |
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544,871 |
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449,201 |
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TOTAL ASSETS |
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$ |
6,051,141 |
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$ |
5,014,387 |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
60,850 |
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$ |
46,763 |
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Accrued expenses and other current liabilities |
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72,715 |
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69,246 |
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Current contract liabilities |
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25,861 |
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19,887 |
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Current operating lease liabilities |
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3,038 |
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2,449 |
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Current portion of long-term debt |
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8,236 |
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11,999 |
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Total current liabilities |
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170,700 |
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150,344 |
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Non-current liabilities: |
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Warrant liabilities |
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- |
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7,471 |
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Non-current operating lease liabilities |
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16,838 |
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17,479 |
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Non-current contract liabilities |
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207,093 |
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207,093 |
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Long-term debt, net |
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2,963,296 |
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2,207,583 |
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Other non-current liabilities |
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32,386 |
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32,092 |
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Total liabilities |
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3,390,313 |
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2,622,062 |
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Commitments and contingencies |
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Stockholders' Equity: |
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Class A Common Stock, $.0001 par value; 800,000,000 shares authorized; 298,454,029 and 285,449,911 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively. |
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27 |
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27 |
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Class B Common Stock, $.0001 par value; 200,000,000 shares authorized; 11,215,111 and 11,227,292 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively. |
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3 |
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4 |
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Class C Common Stock, $.0001 par value; 125,000,000 shares authorized; 78,163,078 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively. |
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8 |
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8 |
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Additional paid-in capital |
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3,100,929 |
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2,671,770 |
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Accumulated other comprehensive income |
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1,105 |
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1,351 |
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Accumulated deficit |
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(1,022,697 |
) |
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(831,685 |
) |
Noncontrolling interest |
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581,453 |
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550,850 |
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Total stockholders' equity |
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2,660,828 |
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2,392,325 |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
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$ |
6,051,141 |
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$ |
5,014,387 |
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AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in thousands, except share and per share data)
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For the Three Months ended March 31, |
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2026 |
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2025 |
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Revenues: |
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Products revenues (includes related party revenues of $7,852 and $0 for the three months ended March 31, 2026 and 2025, respectively) |
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$ |
13,406 |
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$ |
375 |
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Services revenues |
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1,329 |
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343 |
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Total revenues |
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14,735 |
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718 |
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Operating expenses: |
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Cost of revenues (exclusive of items shown separately below) |
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Cost of revenues - products (includes related party cost of revenues of $4,870 and $0 for the three months ended March 31, 2026 and 2025, respectively) |
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11,063 |
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- |
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Cost of revenues - services |
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586 |
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- |
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Engineering services costs |
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84,097 |
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27,204 |
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General and administrative costs |
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43,657 |
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|
18,384 |
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Research and development costs |
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7,129 |
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7,135 |
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Depreciation and amortization |
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17,615 |
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|
10,958 |
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Total operating expenses |
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164,147 |
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63,681 |
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Other (expense) income: |
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Loss on remeasurement of warrant liabilities |
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(1,174 |
) |
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(3,206 |
) |
Interest expense |
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(24,278 |
) |
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|
(4,736 |
) |
Interest income |
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|
26,998 |
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|
8,196 |
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Other (expense) income, net |
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|
(100,546 |
) |
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|
(751 |
) |
Total other (expense) income, net |
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(99,000 |
) |
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|
(497 |
) |
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Loss before income tax expense |
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|
(248,412 |
) |
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|
(63,460 |
) |
Income tax expense |
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(1,169 |
) |
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|
(168 |
) |
Net loss before allocation to noncontrolling interest |
|
|
(249,581 |
) |
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(63,628 |
) |
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Net loss attributable to noncontrolling interest |
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|
(58,569 |
) |
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|
(17,922 |
) |
Net loss attributable to common stockholders |
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$ |
(191,012 |
) |
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$ |
(45,706 |
) |
Net loss per share attributable to holders of Class A Common Stock |
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|
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Basic and diluted |
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$ |
(0.66 |
) |
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$ |
(0.20 |
) |
Weighted-average number of shares |
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|
|
|
|
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Basic and diluted |
|
|
290,689,457 |
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|
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223,974,396 |
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AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
(Dollars in thousands)
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For the Three Months ended March 31, |
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2026 |
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2025 |
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Net loss before allocation to noncontrolling interest |
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$ |
(249,581 |
) |
|
$ |
(63,628 |
) |
Other comprehensive (loss) income |
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Foreign currency translation adjustments |
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(368 |
) |
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382 |
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Total other comprehensive (loss) income |
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(368 |
) |
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382 |
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Total comprehensive loss before allocation to noncontrolling interest |
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(249,949 |
) |
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(63,246 |
) |
Comprehensive loss attributable to noncontrolling interest |
|
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(58,691 |
) |
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(17,814 |
) |
Comprehensive loss attributable to common stockholders |
|
$ |
(191,258 |
) |
|
$ |
(45,432 |
) |
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
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For the Three Months ended March 31, |
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2026 |
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2025 |
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Cash flows from operating activities: |
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Net loss before allocation to noncontrolling interest |
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$ |
(249,581 |
) |
|
$ |
(63,628 |
) |
Adjustments to reconcile net loss before noncontrolling interest to cash used in operating activities: |
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Depreciation and amortization |
|
|
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17,615 |
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|
|
10,958 |
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Amortization of debt issuance costs |
|
|
|
2,046 |
|
|
|
309 |
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Amortization of debt commitment fee |
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|
|
2,200 |
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|
|
- |
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Write off of unamortized debt issuance costs |
|
|
|
63 |
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|
|
- |
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Loss on disposal of property and equipment |
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|
|
1,842 |
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|
|
- |
|
Induced conversion expense on convertible notes |
|
|
|
88,654 |
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|
|
- |
|
Loss on remeasurement of warrant liabilities |
|
|
|
1,174 |
|
|
|
3,206 |
|
Stock-based compensation |
|
|
|
55,353 |
|
|
|
7,826 |
|
Non-cash interest expense |
|
|
|
698 |
|
|
|
497 |
|
Non-cash interest income |
|
|
|
(301 |
) |
|
|
- |
|
Loss from equity method investment |
|
|
|
4,908 |
|
|
|
- |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
Accounts receivable |
|
|
|
10,273 |
|
|
|
1,275 |
|
Prepaid expenses and other current assets |
|
|
|
(5,816 |
) |
|
|
9,345 |
|
Inventory |
|
|
|
(4,749 |
) |
|
|
(9 |
) |
Accounts payable and accrued expenses |
|
|
|
24,048 |
|
|
|
715 |
|
Contract liabilities |
|
|
|
5,974 |
|
|
|
(210 |
) |
Other assets and liabilities |
|
|
|
(2,459 |
) |
|
|
1,170 |
|
Net cash used in operating activities |
|
|
|
(48,058 |
) |
|
|
(28,546 |
) |
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
|
(261,599 |
) |
|
|
(120,456 |
) |
Capital advances to Ligado |
|
|
|
(100,000 |
) |
|
|
- |
|
Purchase of spectrum intangibles |
|
|
|
(17,664 |
) |
|
|
- |
|
Net cash used in investing activities |
|
|
|
(379,263 |
) |
|
|
(120,456 |
) |
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
Proceeds from debt |
|
|
|
1,060,608 |
|
|
|
449,248 |
|
Repayments of debt |
|
|
|
(18,213 |
) |
|
|
(65 |
) |
Payment for debt issuance costs |
|
|
|
(3,070 |
) |
|
|
(6,400 |
) |
Proceeds from issuance of common stock |
|
|
|
80,723 |
|
|
|
56,265 |
|
Payments for third party equity issuance costs |
|
|
|
(458 |
) |
|
|
(1,463 |
) |
Issuance of equity under employee stock plan |
|
|
|
2,499 |
|
|
|
4,181 |
|
Employee taxes paid for stock-based compensation awards |
|
|
|
(20,070 |
) |
|
|
(1,373 |
) |
Purchase of capped call transactions |
|
|
|
- |
|
|
|
(44,528 |
) |
Proceeds from share issuances to repurchase 2032 4.25% Convertible Notes |
|
|
|
180,537 |
|
|
|
- |
|
Payments for repurchase of 2032 4.25% Convertible Notes |
|
|
|
(180,537 |
) |
|
|
- |
|
Proceeds from share issuances to repurchase 2032 2.375% Convertible Notes |
|
|
|
433,739 |
|
|
|
- |
|
Payments for repurchase of 2032 2.375% Convertible Notes |
|
|
|
(430,424 |
) |
|
|
- |
|
Net cash provided by financing activities |
|
|
|
1,105,334 |
|
|
|
455,865 |
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
|
891 |
|
|
|
61 |
|
|
|
|
|
|
|
|
|
Net increase in cash, cash equivalents and restricted cash |
|
|
|
678,904 |
|
|
|
306,924 |
|
Cash, cash equivalents and restricted cash, beginning of period |
|
|
|
2,779,960 |
|
|
|
567,534 |
|
Cash, cash equivalents and restricted cash, end of period |
|
|
$ |
3,458,864 |
|
|
$ |
874,458 |
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
Non-cash activities |
|
|
|
|
|
|
|
Right-of-use assets obtained in exchange for operating lease liabilities |
|
|
$ |
310 |
|
|
$ |
- |
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
Purchases of property and equipment in accounts payable and accrued expenses |
|
|
$ |
55,161 |
|
|
$ |
12,906 |
|
PIK interest paid through issuance of PIK notes |
|
|
|
- |
|
|
|
497 |
|
Convertible notes settled by issuance of Class A Common Stock |
|
|
|
- |
|
|
|
139,620 |
|
Spectrum intangibles acquisition costs accrued or paid by issuance of shares |
|
|
|
10,575 |
|
|
|
- |
|
Settlement of warrant liabilities by issuing shares |
|
|
|
8,645 |
|
|
|
- |
|
Cash paid for: |
|
|
|
|
|
|
|
Interest |
|
|
$ |
10,650 |
|
|
$ |
3,887 |
|
Income taxes, net |
|
|
|
1,016 |
|
|
|
700 |
|
AST SPACEMOBILE, INC.
RECONCILIATION OF GAAP REPORTED TO NON-GAAP ADJUSTED MEASURES (UNAUDITED)
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2026 |
|
|
|
GAAP Reported |
|
|
Stock-Based Compensation Expense |
|
|
Adjusted |
|
Cost of revenues (exclusive of items shown below) |
|
$ |
11,649 |
|
|
$ |
(266 |
) |
|
$ |
11,383 |
|
Engineering services costs |
|
|
84,097 |
|
|
$ |
(39,209 |
) |
|
|
44,888 |
|
General and administrative costs |
|
|
43,657 |
|
|
|
(15,878 |
) |
|
|
27,779 |
|
Research and development costs |
|
|
7,129 |
|
|
|
|
|
|
7,129 |
|
Depreciation and amortization |
|
|
17,615 |
|
|
|
|
|
|
17,615 |
|
Total operating expenses |
|
$ |
164,147 |
|
|
$ |
(55,353 |
) |
|
$ |
108,794 |
|
Less: Depreciation and amortization |
|
|
|
|
|
|
|
|
(17,615 |
) |
Adjusted operating expenses |
|
|
|
|
|
|
|
|
91,179 |
|
Less: Adjusted cost of revenues |
|
|
|
|
|
|
|
|
(11,383 |
) |
Adjusted operating expenses, excluding Adjusted cost of revenues |
|
|
|
|
|
|
|
$ |
79,796 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended December 31, 2025 |
|
|
|
GAAP Reported |
|
|
Stock-Based Compensation Expense |
|
|
Adjusted |
|
Cost of revenues (exclusive of items shown below) |
|
$ |
29,413 |
|
|
$ |
(459 |
) |
|
$ |
28,954 |
|
Engineering services costs |
|
|
46,164 |
|
|
|
(10,428 |
) |
|
|
35,736 |
|
General and administrative costs |
|
|
26,231 |
|
|
|
(4,265 |
) |
|
|
21,966 |
|
Research and development costs |
|
|
9,057 |
|
|
|
|
|
|
9,057 |
|
Depreciation and amortization |
|
|
15,717 |
|
|
|
|
|
|
15,717 |
|
Total operating expenses |
|
$ |
126,582 |
|
|
$ |
(15,152 |
) |
|
$ |
111,430 |
|
Less: Depreciation and amortization |
|
|
|
|
|
|
|
|
(15,717 |
) |
Adjusted operating expenses |
|
|
|
|
|
|
|
|
95,713 |
|
Less: Adjusted cost of revenues |
|
|
|
|
|
|
|
|
(28,954 |
) |
Adjusted operating expenses, excluding Adjusted cost of revenues |
|
|
|
|
|
|
|
$ |
66,759 |
|
Adjusted operating expenses; Adjusted cost of revenues; Adjusted engineering services costs; Adjusted general and administrative costs; and Adjusted operating expenses, excluding Adjusted cost of revenues are alternative financial measures used by management to evaluate our operating performance as a supplement to our most directly comparable U.S. GAAP financial measure. We define Adjusted operating expenses as Total operating expenses adjusted to exclude amounts of stock-based compensation expense and depreciation and amortization expense. We define Adjusted cost of revenues, Adjusted engineering services costs, and Adjusted general and administrative costs, as cost of revenues, engineering services costs, and general and administrative costs, respectively, adjusted to exclude stock-based compensation expenses. We define Adjusted operating expenses, excluding Adjusted cost of revenues as Total operating expenses adjusted to exclude amounts of stock-based compensation expense, depreciation and amortization expense, and Adjusted cost of revenues.
We believe Adjusted operating expenses; Adjusted cost of revenues; Adjusted engineering services costs; Adjusted general and administrative costs; and Adjusted operating expenses, excluding Adjusted cost of revenues are useful measures across time in evaluating our operating performance as we use these measures to manage the business, including in preparing our annual operating budget and financial projections. Adjusted operating expenses; Adjusted cost of revenues; Adjusted engineering services costs; Adjusted general and administrative costs; and Adjusted operating expenses, excluding Adjusted cost of revenues are non-GAAP financial measures that have no standardized meaning prescribed by U.S. GAAP, and therefore have limits in their usefulness to investors. Because of the non-standardized definitions, these measures may not be comparable to the calculation of similar measures of other companies and are presented solely to provide investors with useful information to more fully understand how management assesses performance. These measures are not, and should not be viewed as, a substitute for their most directly comparable GAAP measure of Total operating expenses, Cost of revenues, Engineering services costs, and General and administrative costs.

BUSINESS UPDATE FIRST QUARTER 2026 May 11, 2026 NASDAQ: ASTS

Forward Looking Statements This communication contains “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results of AST SpaceMobile to differ materially from those expected and projected. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “would,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside AST SpaceMobile’s control and are difficult to predict. Factors that could cause such differences include, but are not limited to: (i) expectations regarding AST SpaceMobile’s strategies and future financial performance, including AST’s future business plans or objectives, expected functionality of the SpaceMobile Service, anticipated timing of the launch of the Block 2 BlueBird satellites, anticipated demand and acceptance of mobile satellite services, prospective performance and commercial opportunities and competitors, the timing of obtaining regulatory approvals, ability to finance its research and development activities, commercial partnership acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and AST SpaceMobile’s ability to invest in growth initiatives; (ii) the negotiation of definitive agreements with mobile network operators relating to the SpaceMobile Service that would supersede preliminary agreements and memoranda of understanding and the ability to enter into commercial agreements with other parties or government entities; (iii) the ability of AST SpaceMobile to grow and manage growth profitably and retain its key employees and AST SpaceMobile’s responses to actions of its competitors and its ability to effectively compete; (iv) changes in applicable laws or regulations; (v) the possibility that AST SpaceMobile may be adversely affected by other economic, business, and/or competitive factors; (vi) the outcome of any legal proceedings that may be instituted against AST SpaceMobile; and (vii) other risks and uncertainties indicated in the Company’s filings with the Securities and Exchange Commission (SEC), including those in the Risk Factors section of AST SpaceMobile’s Form 10-K filed with the SEC on March 2, 2026. AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors in AST SpaceMobile’s Form 10-K filed with the SEC on March 2, 2026. AST SpaceMobile’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Use of Non-GAAP Financial Measures We refer to certain non-GAAP financial measures in this press release, including Adjusted operating expenses; Adjusted cost of revenues; Adjusted engineering services costs; Adjusted general and administrative costs; and Adjusted operating expenses, excluding Adjusted cost of revenues. We believe these non-GAAP financial measures are useful measures across time in evaluating our operating performance as we use these measures to manage the business, including in preparing our annual operating budget and financial projections. These non-GAAP financial measures have no standardized meaning prescribed by U.S. GAAP, and therefore have limits in their usefulness to investors. Because of the non-standardized definitions, these measures may not be comparable to the calculation of similar measures of other companies and are presented solely to provide investors with useful information to more fully understand how management assesses performance. These measures are not, and should not be viewed as, a substitute for their most directly comparable GAAP measures. Reconciliation of non-GAAP financial measures and the most directly comparable GAAP financial measures are included in the tables accompanying this press release. Industry and Market Data This presentation includes market data and other statistical information from sources believed to be reliable, including independent industry publications, governmental publications or other published independent sources. Although AST SpaceMobile believes these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness. Trademarks and Trade Names AST SpaceMobile owns or has rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with AST SpaceMobile, or an endorsement or sponsorship by or of AST SpaceMobile. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that AST SpaceMobile will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names.

SPACE-BASED CELLULAR BROADBAND NETWORK BUILDING THE FIRST AND ONLY

KEY HIGHLIGHTS Network deployment targeting approximately 45 BlueBird satellites in orbit during 2026, supported by our manufacturing cadence and agreements with multiple launch providers, including Blue Origin, SpaceX, and others Company has the key assets – intellectual property, partnerships, balance sheet cash, access to shared MNO and MSS spectrum, over 500,000 square feet of manufacturing and operations space globally – to build and launch over 100 BlueBird satellites to enable global coverage of SpaceMobile Service Continued momentum of network deployment and commercialization efforts across partner ecosystem ahead of scaled commercial service activation, beginning with scaled ground integration efforts in the United States, Canada, United Kingdom, India, Brazil, Spain, Germany, France, Romania, Saudi Arabia, Japan, New Zealand, the Philippines, Cote d’Ivoire, Kenya, Nigeria, and Senegal, targeting a combined population of 2.9 billion people On track to achieve full year 2026 revenue guidance of $150.0 million to $200.0 million, primarily driven by mobile network partners and the U.S. Government New record achieved with 98.9 Mbps peak data speeds from in-orbit Block 1 BlueBird satellite directly to an unmodified smartphone over international waters Robust balance sheet with approximately $3.5 billion in cash, cash equivalents, and restricted cash as of March 31, 2026

Vertically integrated production, supported by over 500,000 sq ft of manufacturing and operations space, is reaching scale with BlueBird 11 through BlueBird 33 in advanced stages of production and assembly and phased arrays completed through BlueBird 28 BlueBird 6 continues to operate as expected following successful deployment of the largest-ever phased array in low Earth orbit BlueBird 8, BlueBird 9, and BlueBird 10 on track for delivery to Cape Canaveral and an expected orbital launch in mid-June on a Falcon 9 launch vehicle Network deployment targeting approximately 45 BlueBird satellites in orbit during 2026, supported by our manufacturing cadence and agreements with multiple launch providers, including Blue Origin, SpaceX, and others BLUEBIRD 8, BlueBird 9, AND bluebird 10 ORBITAL LAUNCH EXPECTED IN MID-JUNE ADVANCED STAGES OF PHASED ARRAY ASSEMBLY IN TEXAS

6 Scaling ground network integration efforts AS PART OF NETWORK DEPLOYMENT United States Population: 344M Germany Population: 83M Saudi Arabia Population: 38M Nigeria Population: 238M Canada Population: 39M Romania Population: 19M Japan Population: 121M Cote d’Ivoire Population: 30M United Kingdom Population: 68M France Population: 65M India Population: 1,464M Senegal Population: 19M Spain Population: 47M Brazil Population: 219M Kenya Population: 58M New Zealand Population: 5M The Philippines Population: 122M Population data from GSMA (as of Q1 2026) ONGOING GROUND NETWORK INTEGRATION POPULATION REACH OF 2.9 BILLION PEOPLE

98.9 Mbps NEW RECORD HIGH – PEAK DATA SPEEDS OF 98.9 MBPS ON BLOCK 1 SATELLITE Speed test conducted in May 2026

FCC grant of Supplemental Coverage from Space authorizes provision of commercial SpaceMobile Service in the United States for direct-to-device broadband connectivity leveraging a network of up to 248 satellites Commercial partner ecosystem continues to expand through agreements with Telus in Canada in additional to existing partner Bell Canada and Axian Telecom in Africa, in addition to existing partners Vodacom, Orange and MTN – totaling nearly 60 global mobile network operator partners who cover over 3 billion subscribers Continued momentum of network deployment and commercialization efforts across partner ecosystem ahead of scaled commercial service activation Potential coverage Nearly 60 MNO partners with over 3 billion subscribers globally

Won three new awards since March 2026 with the U.S. Government, through prime contractors, as a result of successful on-orbit milestone activities First quarter revenue was $14.7 million, consistent with plans for quarterly revenue ramp during 2026 Approximately half of the full year 2026 revenue guidance is expected to be achieved from existing contracted revenue backlog On track to achieve full year 2026 revenue guidance of $150.0 million to $200.0 million, primarily driven by mobile network partners and the U.S. Government BlueBird 6 continues to operate as expected following successful deployment of the largest-ever phased array in low Earth orbit

IN ADVANCED STAGES OF PRODUCTION AND ASSEMBLY THROUGH BLUEBIRD 33, WITH PHASED ARRAYS COMPLETED THROUGH BLUEBIRD 28

ADDITIONAL SITE EXPANSION AT MIDLAND CAMPUS Dedicated micron production facility in Texas is now fully operational, with capacity to support over 10 satellites’ worth of microns per month Innovative technology backed by shared MNO spectrum, controlled MSS spectrum, and IP with approximately 3,900 patent and patent pending claims Robust balance sheet with approximately $3.5 billion in cash, cash equivalents, and restricted cash as of March 31, 2026 DEDICATED MICRON PRODUCTION FACILITY NOW FULLY OPERATIONAL Company has the key assets – intellectual property, partnerships, balance sheet cash, access to shared MNO and MSS spectrum, over 500,000 square feet of manufacturing and operations space globally – to build and launch over 100 BlueBird satellites to enable global coverage of SpaceMobile Service

Enabling true space-based cellular broadband, not just basic texting Car ~100 sq. ft. Block 2 satellite ~2,400 sq. ft. Block 1 satellite ~700 sq. ft. Human ~6 feet tall On orbit today, growing to 10,000 microns with the successful deployment of approximately 45 satellites by year-end 2026 AST’s differentiated satellite technology begins with its microns. Microns are the ~9 sq. ft. modular building blocks of the BlueBird satellites, comprised of many antennas roughly the size of small satellites in orbit today Used to form a phased array for one Block 2 BlueBird satellite BlueBirds are designed for D2D from inception, increasing on-orbit redundancy and resilience while enabling efficient manufacturing scale ~2,400 sq. ft. in size enables digital beamforming across multiple different frequencies 1 Largest commercial communications array ever deployed in low Earth orbit (LEO) Micron ~9 sq. ft. 200+ microns 650+ microns Purpose-built Largest in LEO1 End result ABILITY TO deploy more microns to orbit, faster and cheaper, on larger arrays than any satellite manufacturer in history

1,150 MHz low and mid-band tunable MNO spectrum globally 45 MHz of MSS mid band spectrum access in North America 60 MHz of AST SpaceMobile-licensed S-band spectrum priority rights globally Allocated spectrum of 50+ MNO partners 80+ MHz of spectrum in the U.S. for satellite and terrestrial usage Comprehensive Global Spectrum Strategy with Shared MNO Frequencies and Controlled MSS Frequencies

Note: Plans for expected satellite(s) ready to ship as of May 11, 2026. The timing of shipment of the Block 2 BlueBird satellites are contingent on a number of factors including satisfactory and timely completion of the assembly and testing of the Block 2 BlueBird satellites, regulatory approvals for the shipment, many of which are beyond our control. Launch # 1 2 3 4 5 6 7 8 9 10 11 12 13 Microns For Phased Array Completed Satellite(s) Ready to Ship Satellite Completion Date Sep 2025 (BB6) Dec 2025 (BB7) May 2026 (BB8-10) Jun 2026 Jul 2026 Jul 2026 Aug 2026 Sep 2026 Oct 2026 Nov 2026 Dec 2026 Jan 2027 Feb 2027 target of approximately 45 satellites in orbit DURING 2026 Approximately 45 satellites

$M Non-GAAP. See appendix for a reconciliation. Adjusted operating expenses is equal to total operating expense adjusted to exclude depreciation and amortization and stock based-compensation expense. Depreciation and amortization for the three months ended March 31, 2026 and December 31, 2025 was $17.6 million and $15.7 million, respectively. Stock-based compensation for the three months ended March 31, 2026 and December 31, 2025 consisted of $39.2 million and $10.4 million of engineering services costs, $15.9 million and $4.3 million of general and administrative costs, and $0.3 million and $0.5 million of cost of revenues, respectively. Non-GAAP. See appendix for a reconciliation. Adjusted operating expenses, excluding Adjusted cost of revenues is equal to total operating expense adjusted to exclude depreciation and amortization expense, stock based-compensation expense, and Adjusted cost of revenues. Adjusted operating expenses in Q1 2026 and Q4 2025 included cost of revenue related to our products and services revenue during the quarter. If you further adjust for these costs, our Adjusted operating expenses, excluding Adjusted cost of revenues were closer to $79.8 million during Q1 2026 and $66.8 million during Q4 2025, respectively. Gross property and equipment as of March 31, 2026, December 31, 2025, and March 31, 2025 was approximately $1,829.3 million, $1,572.5 million, and $584.1 million, respectively. Accumulated depreciation and amortization as of March 31, 2026, December 31, 2025, and March 31, 2025 was approximately $191.0 million, $173.7 million, and $133.3 million, respectively. Cash Position as of March 31, 2026 and December 31, 2025 includes $429.3 million and $444.3 million of restricted cash, respectively. Adj. Operating Expenses1 Capital Expenditures3 Liquidity4 $M $B $66.82 $79.82 $28.9 OPERATING AND CAPITAL METRICS

RECONCILIATION TO NON-GAAP MEASURES Adj. operating expenses - 3 months ended Stock-based compensation for the three months ended March 31, 2026, December 31, 2025, and March 31, 2025 consisted of $39.2 million, $10.4 million, and $4.0 million of engineering services costs, $15.9 million, $4.3 million, and $3.8 million of general and administrative costs, and $0.3 million, $0.5 million, and $0.0 million of cost of revenues, respectively. Adjusted cost of revenues is equal to cost of revenues adjusted to exclude stock based-compensation expense. ($ in thousands) Mar 31, ‘26 Dec 31, ‘25 Mar 31, ‘25 Cost of revenues (exclusive of items shown below) 11,649 29,413 - Engineering services costs 84,097 46,164 27,204 General and administrative costs 43,657 26,231 18,384 Research and development costs 7,129 9,057 7,135 Depreciation and amortization 17,615 15,717 10,958 Total operating expenses 164,147 126,582 63,681 Less: Depreciation and amortization (17,615) (15,717) (10,958) Less: Stock-based compensation expense 1 (55,353) (15,152) (7,826) Total adj. operating expenses 91,179 95,713 44,897 Less: Adjusted cost of revenues2 (11,383) (28,954) - Total adj. operating expenses, excluding Adjusted cost of revenues 79,796 66,759 44,897
