AST SpaceMobile (ASTS) COO adjusts 348K shares after 50K-count error

Rhea-AI Filing Summary

AST SpaceMobile’s Chief Operating Officer reported a tax-related share withholding and corrected a past share count error. On 09/15/2024, 25,575 shares of Class A Common Stock were withheld at $29.83 per share to cover taxes upon vesting of Restricted Stock Units tied to 50,000 shares, leaving a net 24,425 shares from that grant. After this transaction, the officer directly holds 348,232 Class A shares. The filing also explains that a Form 4 filed on September 17, 2024, and subsequent Forms 4 had overstated the officer’s direct Class A Common Stock holdings by 50,000 shares due to an administrative error, which this amendment corrects.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gupta Shanti B.

(Last) (First) (Middle)

C/O AST SPACEMOBILE, INC., MIDLAND AIR &

SPACE PORT, 2901 ENTERPRISE LANE

(Street)

MIDLAND TX 79706

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AST SpaceMobile, Inc. [ ASTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/17/2024

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/15/2024		F		25,575(1)	D	$29.83	348,232(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a payment of tax liability by withholding securities incident to the vesting of Restricted Stock Units representing 50,000 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of shares of 24,425 shares.

2. Reporting person's direct holdings in the Form 4 filed on September 17, 2024 inadvertently overstated his direct holdings of Class A Common Stock by 50,000 shares due to an administrative error. This 50,000-share overstatement with respect to Class A Common Stock was also reflected in reporting person's subsequent Forms 4.

	/s/ Shanti Gupta	01/26/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did ASTS’s COO report in this Form 4/A?

The Chief Operating Officer reported a tax withholding transaction in which 25,575 shares of Class A Common Stock were surrendered at $29.83 per share to satisfy tax obligations related to vesting Restricted Stock Units.

How many ASTS shares does the reporting officer own after this transaction?

Following the reported transaction, the officer directly owns 348,232 shares of AST SpaceMobile Class A Common Stock.

What is the significance of the 50,000-share figure mentioned in the ASTS Form 4/A?

The filing states that an earlier Form 4 filed on September 17, 2024 overstated the officer’s direct Class A Common Stock holdings by 50,000 shares due to an administrative error, and that this overstatement was also carried into subsequent Forms 4.

What does the transaction code “F” mean in the ASTS Form 4/A table?

Transaction code "F" indicates a payment of tax liability by withholding shares that were otherwise due upon vesting of equity awards, in this case Restricted Stock Units tied to 50,000 shares.

Did the ASTS Form 4/A involve new open-market purchases or sales?

No, the filing describes a tax withholding related to the vesting of Restricted Stock Units and an administrative correction to previously overstated direct share holdings, rather than an open-market trade.

Why was this ASTS Form 4/A filed as an amendment?

It was filed to amend a prior Form 4 because the earlier report and subsequent Forms 4 had overstated direct Class A share holdings by 50,000 shares, which the company attributes to an administrative error.