[8-K] AST SpaceMobile, Inc. Reports Material Event
Rhea-AI Filing Summary
AST SpaceMobile, Inc. completed a private offering of $1.0 billion of 2.25% convertible senior notes due 2036, with an additional $150 million option for initial purchasers. The notes are unsecured, pay semiannual interest, and are convertible into Class A common stock at an initial price of about $116.30 per share, a 20% premium to the prior $96.92 share price.
The company expects net proceeds of roughly $983.7 million, to be used for general corporate purposes, including global spectrum deployment, AI-related commercialization, government space opportunities, debt reduction, and investments in its SpaceMobile service. In related transactions, AST SpaceMobile priced two registered direct offerings totaling about 6.3 million shares at $96.92 per share, primarily to fund cash repurchases of approximately $46.5 million of 4.25% convertible notes and $250.0 million of 2.375% convertible notes.
After these repurchases, about $3.5 million of the 4.25% notes and $325.0 million of the 2.375% notes will remain outstanding, while the company removes roughly $300 million of debt, about 5.2 million underlying shares, and approximately $51.4 million of remaining interest obligations.
Positive
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Insights
AST SpaceMobile raises $1.0B in new converts while retiring $300M of older notes.
AST SpaceMobile issued
In tandem, the company plans to repurchase roughly
The press releases note that hedge unwinds and related trading by existing noteholders around
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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).
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Item 1.01 Entry into a Material Definitive Agreement.
Indenture and Notes
On February 17, 2026, AST SpaceMobile, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $1.0 billion aggregate principal amount of 2.25% Convertible Senior Notes due 2036 (the “Notes”). Pursuant to the purchase agreement between the Company and the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within the period from, and including, the date the Notes are first issued to, and including, February 20, 2026, up to an additional $150,000,000 principal amount of Notes (the “Notes Option”). The Notes issued on February 17, 2026 do not include any Notes purchased pursuant to the Notes Option. The Notes were issued pursuant to an indenture, dated February 17, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are general unsecured obligations of the Company and will mature on April 15, 2036, unless earlier converted or repurchased. Interest on the Notes will accrue at a rate of 2.25% per year from February 17, 2026 and will be payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding January 15, 2036 only under the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “Measurement Period”) in which the “trading price” (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of the Class A Common Stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events as set forth in the Indenture. On or after January 15, 2036 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes, at any time, in integral multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing conditions. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of Class A Common Stock or a combination of cash and shares of Class A Common Stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture.
The conversion rate for the Notes will initially be 8.5982 shares of Class A Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $116.30 per share of Class A Common Stock. The initial conversion price of the Notes represents a premium of approximately 20% above the last reported sale price of the Class A Common Stock on the Nasdaq Global Select Market on February 11, 2026. The conversion rate for the Notes is subject to adjustment in some events in accordance with the terms of the Indenture but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date of the Notes, the Company will, under certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate event.
The Company may not redeem the Notes prior to the maturity date, and no sinking fund is provided for the Notes.
If the Company undergoes a “fundamental change” (as defined in the Indenture), then, subject to certain conditions and except as described in the Indenture, holders may require the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable. The following events are considered “events of default” under the Indenture:
| ● | default in any payment of interest on any Note when due and payable and the default continues for a period of 30 days; | |
| ● | default in the payment of principal of any Note when due and payable at its stated maturity, upon any required repurchase, upon declaration of acceleration or otherwise; | |
| ● | failure by the Company to comply with its obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s conversion right and such failure continues for five business days; | |
| ● | failure by the Company to give (i) a fundamental change notice or notice of a make-whole fundamental change, in either case when due and such failure continues for five business days or (ii) notice of a specified corporate transaction when due and such failure continues for three business days; | |
| ● | failure by the Company to comply with its obligations in respect of any consolidation, merger or sale of assets; | |
| ● | failure by the Company for 60 days after written notice from the trustee or the holders of at least 25% in principal amount of the Notes then outstanding has been received to comply with any of the Company’s other agreements contained in the Notes or the Indenture; | |
| ● | default by the Company or any of its “significant subsidiaries” (as defined in the Indenture) with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed with principal amount in excess of $50.0 million (or its foreign currency equivalent) in the aggregate of the Company and/or any of the Company’s significant subsidiaries, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such debt when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 45 days after written notice to the Company by the trustee or to the Company and the trustee by holders of at least 25% in aggregate principal amount of the Notes then outstanding in accordance with the Indenture; and | |
| ● | certain events of bankruptcy, insolvency or reorganization of the Company or any of the Company’s significant subsidiaries. |
In case certain events of bankruptcy, insolvency or reorganization occur with respect to the Company, 100% of the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will automatically become due and payable. If an event of default with respect to the Notes (other than certain events of bankruptcy, insolvency or reorganization with respect to the Company) occurs and is continuing, the trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the trustee, may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the outstanding Notes to be due and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company so elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the first 365 days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the Notes.
The Indenture provides that the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its subsidiaries, taken as a whole, to, another person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly owned subsidiaries but, for the avoidance of doubt, in the case of any such sale, conveyance, transfer or lease, the transferee shall not succeed to, and the Company shall not be discharged from, its obligations under the Notes or the Indenture) (a “Business Combination Event”), unless (i) the resulting, surviving or transferee person (if not the Company) is a “qualified successor entity” (as defined in the Indenture) organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such successor entity (if not the Company) expressly assumes by supplemental indenture all of the Company’s obligations under the Notes and the Indenture; and (ii) immediately after giving effect to such transaction, no default or event of default has occurred and is continuing under the Indenture. Upon any such Business Combination Event, the successor entity (if not the Company) shall succeed to, and may exercise every right and power of, the Company’s under the Indenture, and the Company shall be discharged from its obligations under the Notes and the Indenture except in the case of any such lease.
A copy of the Indenture is attached hereto as Exhibit 4.1 (including the form of the Notes attached hereto as Exhibit 4.2) and is incorporated herein by reference (and this description is qualified in its entirety by reference to such document).
The Company’s net proceeds from the Offering were approximately $983.7 million, after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for general corporate purposes, including without limitation, accelerating the deployment of the Company’s controlled spectrum bands on a global basis, monetizing the capabilities of the Company’s proprietary technology to capture the evolving commercial opportunities related to artificial intelligence, enhancing investment in government space opportunities in the U.S., reducing higher interest debt, and pursuing opportunistic investments to accelerate the Company’s SpaceMobile Service and capabilities.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Notes were resold by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated February 11, 2026, by and among the Company and the representatives of the initial purchasers.
The Notes and the shares of Class A Common Stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
To the extent that any shares of Class A Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Class A Common Stock. Initially, a maximum of 11,865,355 shares of Class A Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 10.3177 shares of Class A Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions, and assuming the Notes Option is exercised in full.
Item 8.01 Other Events.
On February 12, 2026, the Company issued a press release announcing the pricing of the Notes and a press release relating to the pricing of its registered direct offerings of Class A Common Stock and concurrent repurchases of a portion of its 4.25% convertible senior notes due 2032 and 2.375% convertible senior notes due 2032. Copies of the press releases are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements including statements concerning the Offering of the Notes and the anticipated use of proceeds from the Offering. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements represent the Company’s current beliefs, estimates and assumptions only as of the date of this Current Report on Form 8-K and information contained in this Current Report on Form 8-K should not be relied upon as representing the Company’s estimates as of any subsequent date. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Risks include, but are not limited to, market risks, trends and conditions. These risks are not exhaustive. Further information on these and other risks that could affect the Company’s results is included in its filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 (as amended), its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, and the future reports that it may file from time to time with the SEC. The Company assumes no obligation to, and does not currently intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Indenture, dated as of February 17, 2026, by and between AST SpaceMobile, Inc. and U.S. Bank Trust Company, National Association, as Trustee | |
| 4.2 | Form of Global Note, representing AST SpaceMobile, Inc.’s 2.25% Convertible Senior Notes due 2036 (included as Exhibit A to the Indenture filed as Exhibit 4.1) | |
| 99.1 | Press release titled “AST SpaceMobile Announces Pricing of Private Offering of $1.0 Billion of Convertible Senior Notes Due 2036”, dated February 12, 2026 | |
| 99.2 | Press release titled “AST SpaceMobile Prices Repurchases of Convertible Senior Notes to be Funded By Concurrent Registered Direct Offerings of Class A Common Stock”, dated February 12, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AST SPACEMOBILE, INC. | ||
| Date: February 17, 2026 | By: | /s/ Andrew M. Johnson |
Andrew M. Johnson Chief Financial Officer and Chief Legal Officer | ||
Exhibit 99.1
AST SpaceMobile Announces Pricing of Private Offering of $1.0 Billion of Convertible Senior Notes Due 2036
MIDLAND, Texas—(BUSINESS WIRE) – AST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS), the company building the first and only space-based cellular broadband network accessible directly by everyday smartphones, designed for both commercial and government applications, today announced the pricing of $1.0 billion aggregate principal amount of 2.250% convertible senior notes due 2036 (the “Notes”) in a private offering (the “Notes Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The sale of the Notes to the initial purchasers is expected to settle on February 17, 2026, subject to customary closing conditions.
The Notes have an initial conversion price of approximately $116.30 per share of AST SpaceMobile’s Class A common stock, which represents a premium of approximately 20% to the last reported sale price of AST SpaceMobile’s Class A common stock on February 11, 2026.
Option to Purchase Additional Notes:
AST SpaceMobile also granted the initial purchasers of the Notes in the Notes Offering an option to purchase, for settlement within the period from, and including, the date the Notes are first issued to, and including, February 20, 2026, up to an additional $150.0 million aggregate principal amount of Notes.
Use of Proceeds:
AST SpaceMobile estimates that the net proceeds from the Notes Offering will be approximately $983.7 million (or approximately $1,131.4 million if the initial purchasers’ option to purchase additional Notes is exercised in full), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by AST SpaceMobile. AST SpaceMobile intends to use the net proceeds from the Notes Offering for general corporate purposes, including without limitation, accelerating the deployment of AST SpaceMobile’s controlled spectrum bands on a global basis, monetizing the capabilities of AST SpaceMobile’s proprietary technology to capture the evolving commercial opportunities related to artificial intelligence, enhancing investment in government space opportunities in the U.S, reducing higher interest debt, and pursuing opportunistic investments to accelerate AST SpaceMobile’s SpaceMobile Service and capabilities.
Additional Details of the Notes:
The Notes will be senior, unsecured obligations of AST SpaceMobile. The Notes will accrue interest at an annual rate of 2.250%, payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. The Notes will mature on April 15, 2036, unless earlier converted or repurchased.
Prior to the close of business on the business day immediately preceding January 15, 2036, noteholders will have the right to convert their Notes only upon the satisfaction of specified conditions and during certain periods. On or after January 15, 2036 and until the close of business on the second scheduled trading day immediately preceding April 15, 2036, noteholders may convert their Notes at any time regardless of these conditions. The initial conversion rate will be 8.5982 shares of AST SpaceMobile’s Class A common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $116.30 per share of AST SpaceMobile’s Class A common stock, which represents a premium of approximately 20% over the last reported sale price of $96.92 per share of AST SpaceMobile’s Class A common stock on the Nasdaq Global Select Market on February 11, 2026), subject to adjustment in certain circumstances. AST SpaceMobile will settle conversions of Notes by paying or delivering, as the case may be, cash, shares of AST SpaceMobile’s Class A common stock, or a combination thereof, at AST SpaceMobile’s election.
The Notes will not be redeemable at AST SpaceMobile’s option prior to April 15, 2036, and no sinking fund is provided for the Notes.
Noteholders will have the right, subject to certain conditions and exceptions described in the indenture governing the Notes (the “indenture”), to require AST SpaceMobile to repurchase for cash all or a portion of their Notes upon the occurrence of a fundamental change (as defined in the indenture) at a purchase price of 100% of their principal amount plus accrued and unpaid interest, if any, to, but excluding, the relevant repurchase date. In addition, following certain corporate events that occur prior to April 15, 2036, AST SpaceMobile will, in certain circumstances, increase the conversion rate for a noteholder who elects to convert its Notes in connection with such corporate events.
The Notes are only being offered and will only be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. Neither the Notes nor the shares of AST SpaceMobile’s Class A common stock potentially issuable upon conversion of the Notes, if any, have been, or will be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, such registration requirements.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the Notes or any shares of AST SpaceMobile’s Class A common stock potentially issuable upon conversion of the Notes and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.
Registered Direct Offerings/Existing Convertible Notes Repurchases:
In a separate press release, AST SpaceMobile also announced today the pricing of its two previously announced separate, registered direct offerings (the “Registered Direct Offerings”). AST SpaceMobile has agreed to sell an aggregate of 6,337,964 shares of its Class A common stock in the Registered Direct Offerings, consisting of 1,862,741 shares of its Class A common stock to holders of its existing 4.25% convertible senior notes due 2032 (the “4.25% Convertible Notes”) and 4,475,223 shares of its Class A common stock to holders of its existing 2.375% convertible senior notes due 2032 (the “2.375% Convertible Notes” and together with the 4.25% Convertible Notes, the “Existing Notes”), respectively. The issuance and sale of the shares of AST SpaceMobile’s Class A common stock are scheduled to settle on February 20, 2026, subject to customary closing conditions.
AST SpaceMobile intends to use the net proceeds from the relevant Registered Direct Offering, together with cash on hand, to repurchase for cash approximately $46.5 million aggregate principal amount of its 4.25% Convertible Notes and $250.0 million aggregate principal amount of its 2.375% Convertible Notes, respectively, as described below.
Concurrently with the pricing of the Notes Offering and the Registered Direct Offerings, AST SpaceMobile entered into separate, privately negotiated transactions with a limited number of holders of its Existing Notes to repurchase for cash approximately $46.5 million aggregate principal amount of its 4.25% Convertible Notes and $250.0 million aggregate principal amount of its 2.375% Convertible Notes (the “Existing Convertible Notes Repurchases”). The Existing Convertible Notes Repurchases will in each case be subject to closing conditions that may not be satisfied. In addition, following completion of the Notes Offering, AST SpaceMobile may repurchase additional Existing Notes of either or both series.
In connection with the Existing Convertible Notes Repurchases, certain holders of the Existing Notes that participate in such repurchases may purchase or sell shares of AST SpaceMobile’s Class A common stock in the open market or enter into or unwind various derivative transactions with respect to AST SpaceMobile’s Class A common stock to unwind any hedge positions they may have with respect to such Existing Notes or to hedge or unwind their exposure in connection with such repurchases. The amount of AST SpaceMobile’s Class A common stock to be sold or purchased by such holders or the notional number of shares of AST SpaceMobile’s Class A common stock underlying such derivative transactions may be substantial in relation to the historic average daily trading volume of AST SpaceMobile’s Class A common stock. These activities may adversely affect the trading price of AST SpaceMobile’s Class A common stock and the trading price of the Notes and Existing Notes. AST SpaceMobile cannot predict the magnitude of such market activities or the overall effect they will have on the price of the Notes, the Existing Notes or AST SpaceMobile’s Class A common stock.
The completion of the Notes Offering is not contingent on the completion of either Registered Direct Offering or any Existing Convertible Notes Repurchases and the completion of the Registered Direct Offerings and the Existing Convertible Notes Repurchases are not contingent on the completion of the Notes Offering. Each Registered Direct Offering and the Existing Convertible Notes Repurchases to be funded by such offering are cross-conditional.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any shares of AST SpaceMobile’s Class A common stock in the Registered Direct Offerings. This press release does not constitute an offer to buy, or a solicitation of any offer to sell, any Existing Notes.
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 enable 4G and 5G space-based cellular broadband to every device, everywhere, for today’s nearly 6 billion mobile subscribers globally.
Forward-Looking Statements
This communication contains “forward-looking statements” that are not historical facts, including statements concerning the completion of the Notes Offering, the granting of an option to purchase additional Notes, the expected use of the net proceeds from the Notes Offering, and the concurrent Registered Direct Offerings of AST SpaceMobile’s Class A common stock and separate Existing Convertible Notes Repurchases. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “anticipates,” “expects,” “intends,” “may,” “will,” “potential,” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Such risks include, but are not limited to, whether AST SpaceMobile will consummate the Notes Offering, the Registered Direct Offerings and/or the Existing Convertible Notes Repurchases, prevailing market conditions, the anticipated principal amount of the Notes, which could differ based upon the exercise of the initial purchasers’ option to purchase additional Notes, the anticipated use of the net proceeds from the Notes Offering, which could change as a result of market conditions or for other reasons, whether AST SpaceMobile will consummate the Registered Direct Offerings and/or the Existing Convertible Notes Repurchases, the effects of entering into these transactions, and the impact of general economic, industry or political conditions in the United States or internationally.
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 for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025, its Form 10-Q for the fiscal quarter ended March 31, 2025 filed with the SEC on May 12, 2025, its Form 10-Q for the fiscal quarter ended June 30, 2025 filed with the SEC on August 11, 2025, as amended on September 12, 2025, its Form 10-Q for the fiscal quarter ended September 30, 2025 filed with the SEC on November 10, 2025 and the future reports that it may file from time to time with the SEC. 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:
Scott Wisniewski
investors@ast-science.com
Media Contacts:
Allison
Eva Murphy Ryan
917-547-7289
AstSpaceMobile@allisonpr.com
Exhibit 99.2
AST SpaceMobile Prices Repurchases of Convertible Senior Notes to be Funded By Concurrent Registered Direct Offerings of Class A Common Stock
Repurchasing approximately $300 million principal amount of existing convertible senior notes and removing approximately 5.2 million underlying shares as well as approximately $51.4 million of remaining interest
Issuing approximately 6.3 million shares to participating note holders to fund the repurchase
MIDLAND, Texas—(BUSINESS WIRE)—AST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS), the company building the first and only space-based cellular broadband network accessible directly by everyday smartphones, designed for both commercial and government applications, today announced the pricing of cash repurchases (the “Repurchases”) of approximately $46.5 million aggregate principal amount of its 4.25% convertible senior notes due 2032 (the “4.25% Convertible Notes”) and $250.0 million of its 2.375% convertible senior notes due 2032 (the “2.375% Convertible Notes” and, together with the 4.25% Notes, the “Existing Notes”) and its offering of approximately 6.3 million shares of its Class A common stock to holders of Existing Notes participating in the Repurchases in two separate direct placements registered under the Securities Act of 1933, as amended (the “Registered Direct Offerings”).
With this series of transactions, AST SpaceMobile will issue approximately 1.15 million incremental shares to the underlying shares of the Existing Notes being repurchased while removing approximately $300 million of debt from the balance sheet and approximately $51.4 million of remaining interest. Both the closing of the Repurchases and the Registered Direct Offerings are expected to take place on or about February 20, 2026. Each Registered Direct Offering and the Repurchases of the relevant series of Existing Notes to be funded by such offering are cross-conditional.
Repurchases of Existing Notes
AST SpaceMobile intends to use the net proceeds from the relevant Registered Direct Offering, together with cash on hand, to repurchase approximately $46.5 million principal amount of the 4.25% Convertible Notes and $250.0 million principal amount of the 2.375% Convertible Notes, respectively, for cash pursuant to separate, privately negotiated transactions with a limited number of holders of such Existing Notes. After giving effect to the Repurchases, approximately $3.5 million aggregate principal amount of the 4.25% Convertible Notes will remain outstanding and $325.0 million aggregate principal amount of the 2.375% Convertible Notes will remain outstanding.
Based on the initial conversion rate of 37.0535 shares of Class A common stock per $1,000 principal amount of 4.25% Convertible Notes and 13.8750 shares of Class A common stock per $1,000 principal amount of 2.375% Convertible Notes, subject in each case to customary anti-dilution adjustment provisions, approximately 5.2 million shares of Class A common stock underlying the repurchased Existing Notes will be unreserved after giving effect to the Repurchases and will be available for future issuance.
As part of the Repurchases of the 2.375% Convertible Notes, AST SpaceMobile did not terminate or amend the existing capped call transactions previously entered into in connection with the issuance of such notes, which will remain outstanding upon the completion of this transaction, but AST SpaceMobile may do so in the future. These existing capped call transactions are expected to reduce potential dilution and/or offset certain cash payments upon a conversion of the 2.375% Convertible Notes.
In connection with the Repurchases, certain holders of the Existing Notes that participate in the Repurchases may purchase or sell shares of AST SpaceMobile’s Class A common stock in the open market or enter into or unwind various derivative transactions with respect to AST SpaceMobile’s Class A common stock to unwind any hedge positions they may have with respect to the Existing Notes or to hedge or unwind their exposure in connection with the Repurchases.
The amount of AST SpaceMobile’s Class A common stock to be sold or purchased by such holders or the notional number of shares of AST SpaceMobile’s Class A common stock underlying such derivative transactions may be substantial in relation to the historic average daily trading volume of AST SpaceMobile’s Class A common stock. These activities may adversely affect the trading price of AST SpaceMobile’s Class A common stock. AST SpaceMobile cannot predict the magnitude of such market activities or the overall effect they will have on the price of its Class A common stock.
Registered Direct Offerings
AST SpaceMobile has agreed to sell approximately 1.9 million shares of its Class A common stock to holders of the 4.25% Convertible Notes and approximately 4.5 million shares of its Class A common stock to holders of the 2.375% Convertible Notes, in each case at a price of $96.92 per share in cash. AST SpaceMobile intends to use the net proceeds, together with cash on hand, from the relevant Registered Direct Offering to repurchase approximately $46.5 million principal amount of the 4.25% Convertible Notes and $250.0 million principal amount of the 2.375% Convertible Notes, respectively, for cash in the Repurchases described above.
The Registered Direct Offerings are being made pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission (the “SEC”). Each Registered Direct Offering is being made only by means of a prospectus supplement and an accompanying prospectus. An electronic copy of each preliminary prospectus supplement, together with the accompanying prospectus, is available on the SEC’s website at www.sec.gov. Alternatively, copies of each preliminary prospectus supplement, together with the accompanying prospectus, and when available, each final prospectus supplement can be obtained by contacting: AST SpaceMobile, Inc., Midland International Air & Space Port, 2901 Enterprise Lane, Midland, Texas 79706, Attention: Secretary or (432) 276-3966.
UBS Investment Bank is acting as placement agent and financial advisor and ICR Capital LLC is acting as financial advisor for the placements.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any shares of AST SpaceMobile’s Class A common stock, nor will there be any sale of any of AST SpaceMobile’s securities in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful. This press release does not constitute an offer to buy, or a solicitation of any offer to sell, any Existing Notes.
Concurrent New Convertible Notes Offering
In a separate press release, AST SpaceMobile also announced today the pricing of its previously announced private offering of $1.0 billion aggregate principal amount of 2.250% convertible senior notes due 2036 (the “New Notes”). AST SpaceMobile granted the initial purchasers an option to purchase, for settlement within the period from, and including, the date the New Notes are first issued to, and including, February 20, 2026, up to an additional $150.0 million aggregate principal amount of New Notes. The issuance and sale of the New Notes are scheduled to settle on February 17, 2026, subject to customary closing conditions.
The completion of each Registered Direct Offering and the Repurchases is not contingent on the completion of the offering of the New Notes and the completion of the offering of New Notes is not contingent on the completion of either Registered Direct Offering or any of the Repurchases. Each Registered Direct Offering and the Repurchases of the relevant series of Existing Notes to be funded by such offering are cross-conditional. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any New Notes or shares of AST SpaceMobile’s Class A common stock, if any, issuable upon conversion of the New Notes.
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 enable 4G and 5G space-based cellular broadband to every device, everywhere, for today’s nearly 6 billion mobile subscribers globally.
Forward-Looking Statements
This communication contains “forward-looking statements” that are not historical facts, including statements concerning the completion of the Registered Direct Offerings, the Repurchases and the offering of New Notes, the expected use of the net proceeds from the Registered Direct Offerings and the potential impact of AST SpaceMobile’s anticipated repurchase of the Existing Notes and the completion, timing and size of the offering of New Notes. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “expects,” “intends,” “may,” “will,” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Such risks include, but are not limited to, whether AST SpaceMobile will consummate the Registered Direct Offerings or the Repurchases, prevailing market conditions, the anticipated principal amount of the Existing Notes that will be repurchased in separately negotiated transactions with a limited number of holders of such notes, the anticipated use of the net proceeds from the Registered Direct Offerings, whether AST SpaceMobile will consummate the offering of New Notes and the impact of general economic, industry or political conditions in the United States or internationally.
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 for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025, its Form 10-Q for the fiscal quarter ended March 31, 2025 filed with the SEC on May 12, 2025, its Form 10-Q for the fiscal quarter ended June 30, 2025 filed with the SEC on August 11, 2025, as amended on September 12, 2025, its Form 10-Q for the fiscal quarter ended September 30, 2025 filed with the SEC on November 10, 2025 and the future reports that it may file from time to time with the SEC. 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:
Scott Wisniewski
investors@ast-science.com
Media Contacts:
Allison
Eva Murphy Ryan
917-547-7289
AstSpaceMobile@allisonpr.com
FAQ
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What are the key terms of ASTS’s 2.25% convertible senior notes due 2036?
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