AST SpaceMobile cuts 2032 convertible notes with cash, equity

Rhea-AI Filing Summary

AST SpaceMobile, Inc. disclosed that on February 20 and 23, 2026 it completed cash repurchases of approximately $46.5 million principal of its 4.25% convertible senior notes due 2032 and $250.0 million principal of its 2.375% convertible senior notes due 2032 in privately negotiated deals with noteholders.

The company paid about $180.5 million in cash for the 4.25% notes and about $433.7 million for the 2.375% notes, with the latter amount including accrued interest. These repurchases were funded using cash on hand and net proceeds from concurrent registered direct offerings of 1,862,741 and 4,475,223 Class A shares at $96.92 per share.

Insights

Capital structure analyst

AST SpaceMobile reshapes its balance sheet by swapping equity proceeds and cash for convertible debt.

AST SpaceMobile executed privately negotiated repurchases of $46.5 million principal of 4.25% convertible notes and $250.0 million principal of 2.375% convertible notes, both due 2032. Cash paid was approximately $180.5 million and $433.7 million, respectively, with the latter figure including accrued interest.

The company funded these transactions with cash on hand and net proceeds from two registered direct equity offerings totaling 1,862,741 and 4,475,223 Class A shares at $96.92 per share. This shifts part of the capital structure from convertible debt toward common equity plus reduced cash balances.

The net effect on investors depends on the relative importance of lower outstanding convertible principal versus added share issuance and cash usage. Future filings covering periods after February 23, 2026 will show how interest expense and share count evolve following these actions.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

What debt did ASTS repurchase according to the February 2026 8-K?

AST SpaceMobile repurchased approximately $46.5 million principal of 4.25% convertible senior notes due 2032 and $250.0 million principal of 2.375% convertible senior notes due 2032. These were privately negotiated transactions with a limited number of existing noteholders.

How much cash did ASTS pay to repurchase its convertible notes?

The company paid about $180.5 million in cash for the 4.25% convertible notes and about $433.7 million for the 2.375% convertible notes. The latter amount includes accrued and unpaid interest on those repurchased 2.375% notes as described.

How did ASTS fund the repurchase of its convertible notes?

AST SpaceMobile funded the repurchases using cash on hand and net proceeds from previously announced concurrent registered direct offerings of Class A common stock. Those equity offerings, combined with existing cash, provided the capital to pay the aggregate repurchase prices to the noteholders.

What equity offerings did ASTS complete to support these transactions?

The company completed two registered direct offerings of Class A common stock, issuing 1,862,741 shares and 4,475,223 shares. Each tranche was sold at a price of $96.92 per share, with closings on February 20 and February 23, 2026, respectively.

Who participated in ASTS’s note repurchases and equity offerings?

The repurchases were conducted in separate, privately negotiated transactions with a limited number of existing noteholders, defined as the Holders. In connection with the equity offerings, the company entered into separate, privately negotiated share purchase agreements with these same Holders.

Under what SEC registration did ASTS conduct the equity offerings?

The equity offerings were made under an automatic shelf registration statement, File No. 333-281939, effective when filed on September 5, 2024. They relied on a base prospectus and related preliminary and final prospectus supplements dated February 11, 2026, plus pricing term sheets filed as free writing prospectuses.

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Accepted by SEC EDGAR 02/23/2026 - 05:03 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2026

AST SpaceMobile, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39040		84-2027232
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification No.)

Midland International Air & Space Port 2901 Enterprise Lane Midland, Texas		79706
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (432) 276-3966

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		ASTS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On February 20 and February 23, 2026, AST SpaceMobile, Inc. (the “Company”) completed the repurchase of approximately $46.5 million principal amount of its outstanding 4.25% convertible senior notes due 2032 (the “4.25% Convertible Notes”) and $250.0 million principal amount of its outstanding 2.375% convertible senior notes due 2032 (the “2.375% Convertible Notes” and together with the 4.25% Convertible Notes, the “Existing Notes”), respectively, in separate, privately negotiated repurchase transactions with a limited number of holders of the Existing Notes (the “Holders”) for an aggregate repurchase price in cash of approximately $180.5 million for the 4.25% Convertible Notes and approximately $433.7 million for the 2.375% Convertible Notes (collectively, the “Repurchases”), which includes accrued and unpaid interest on the repurchased 2.375% Convertible Notes but is net of accrued and unpaid interest from, and including, the settlement date of the relevant Repurchases to, but excluding, March 1, 2026 on the repurchased 4.25% Convertible Notes.

The Repurchases were funded, together with cash on hand, with the net proceeds from the Company’s previously announced concurrent registered direct offerings of (i) 1,862,741 shares of its Class A common stock (the “Class A Common Stock”) and (ii) 4,475,223 shares of Class A Common Stock (collectively, the “Shares”), in each case, at a price of $96.92 per share, which closed, respectively, on February 20 and February 23, 2026 (collectively, the “Equity Offerings”). In connection with the Equity Offerings, the Company entered into separate, privately negotiated share purchase agreements with the Holders.

The Equity Offerings were made pursuant to preliminary prospectus supplements, each dated February 11, 2026, and filed with the Securities and Exchange Commission (the “SEC”) on February 11, 2026, pricing term sheets, each dated February 11, 2026, and filed with the SEC as free writing prospectuses on February 12, 2026, final prospectus supplements, each dated February 11, 2026, and filed with the SEC on February 13, 2026, and the base prospectus, dated September 5, 2024, filed as part of the Company’s automatic shelf registration statement (File No. 333-281939) that became effective under the Securities Act of 1933, as amended (the “Securities Act”), when filed with the SEC on September 5, 2024.

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 23, 2026	By:	/s/ Andrew M. Johnson
			Andrew M. Johnson
			Executive Vice President, Chief Financial Officer and Chief Legal Officer

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