AST SpaceMobile CEO enters $146.7M forward deal

AST SpaceMobile Chief Executive Officer Abel Avellan, through AA Gables 2, LLC, entered into a variable prepaid forward contract covering up to 2,500,000 shares of Class A Common Stock.

Rhea-AI Filing Summary

AST SpaceMobile Chief Executive Officer Abel Avellan, through AA Gables 2, LLC, entered into a variable prepaid forward contract covering up to 2,500,000 shares of Class A Common Stock. The contract is structured in four components of up to 625,000 shares each, settling on specified dates in March 2028.

The settlement share amount will depend on the volume-weighted average price on each valuation date, with a floor price of $59.58 and a cap price of $111.72. AA Gables 2 received an upfront cash payment of about $146.7 million and pledged 2,500,000 common units of AST & Science, LLC as collateral, while retaining voting rights in the pledged securities.

Insider Trade Summary

Other: 2,500,000 shares

Other 1 txn

Insider Avellan Abel Antonio

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Other	Forward contract (obligation to sell)	2,500,000	$0.00	$0.00

Holdings After Transaction: Forward contract (obligation to sell) — 2,500,000 contracts (Indirect, See Footnote)

Footnotes (6)

1. F1. On June 22, 2026, AA Gables 2, LLC ("AA Gables 2") entered into a master confirmation, supplemental confirmation and pricing notice under Rule 144 under the Securities Act of 1933, as amended, in respect of a variable prepaid forward transaction (the "Forward Contract") with an unaffiliated dealer covering up to a maximum of 2,500,000 shares of the Issuer's Class A Common Stock (the "Subject Shares"). The Forward Contract obligates AA Gables 2 to deliver to the dealer up to the Subject Shares (or at AA Gables 2's election, an equivalent amount of cash) on specified dates in March of 2028. The transaction is divided into four components, each comprising up to 625,000 shares of Class A Common Stock (the "Component Shares").
2. F2. (Continued from Footnote 1) The number of Component Shares (or the equivalent amount of cash if AA Gables 2 elects cash settlement), to be delivered to the dealer on the related settlement date will be based on the volume-weighted average price per share of Class A Common Stock on the related valuation date (the "Settlement Price").
3. F3. The number of shares of Class A Common Stock (or, in each case, the equivalent amount of cash if AA Gables 2 elects cash settlement), to be delivered to the dealer at settlement will be determined as follows: (A) if the Settlement Price is less than or equal to $59.58 (the "Floor Price"), AA Gables 2 will deliver the Component Shares; (B) if the Settlement Price is less than or equal to $111.72 (the "Cap Price"), but greater than the Floor Price, AA Gables 2 will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and
4. F4. (Continued from Footnote 3) (C) if the Settlement Price is greater than the Cap Price, AA Gables 2 will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price.
5. F5. In exchange for assuming these obligations, AA Gables 2 received an upfront aggregate cash payment of approximately $146.7 million. AA Gables 2 has pledged 2,500,000 common units of AST & Science, LLC (the "Pledged Securities") to secure its obligations under the Forward Contract. AA Gables 2 will retain voting rights in the Pledged Securities during the term of the Forward Contract.
6. F6. Mr. Avellan is the sole member and managing member of AA Gables 2.

Key Figures

Forward contract size: 2,500,000 shares Upfront cash payment: $146.7 million Component share blocks: 625,000 shares +5 more

8 metrics

Forward contract size 2,500,000 shares Maximum Class A Common Stock covered

Upfront cash payment $146.7 million Aggregate cash to AA Gables 2 for forward contract

Component share blocks 625,000 shares Each of four components under the forward

Floor Price $59.58 Settlement formula threshold per share

Cap Price $111.72 Upper threshold in settlement formula

Pledged units 2,500,000 units Common units of AST & Science, LLC pledged as collateral

Settlement timing March 2028 Specified settlement dates for the forward

Restructuring shares tagged 2,500,000 shares Classified as restructuring in transaction summary

Key Terms

variable prepaid forward transaction, Rule 144, Floor Price, Cap Price, +2 more

6 terms

variable prepaid forward transaction financial

"in respect of a variable prepaid forward transaction (the "Forward Contract") with an unaffiliated dealer"

A variable prepaid forward transaction is a way for a large shareholder to get cash now by agreeing to deliver a variable number of shares or cash later based on the stock’s future price. Think of it like borrowing against a house where repayment can be made either in money or by handing over part of the house depending on its future value. It matters to investors because it changes potential share supply, can signal insider liquidity needs, and creates contingent claims that may affect stock price and voting control.

Rule 144 regulatory

"entered into a master confirmation, supplemental confirmation and pricing notice under Rule 144 under the Securities Act"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

Floor Price financial

"if the Settlement Price is less than or equal to $59.58 (the "Floor Price"), AA Gables 2 will deliver"

The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.

Cap Price financial

"if the Settlement Price is less than or equal to $111.72 (the "Cap Price"), but greater than the Floor Price"

volume-weighted average price financial

"will be based on the volume-weighted average price per share of Class A Common Stock on the related valuation date"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

Pledged Securities financial

"AA Gables 2 has pledged 2,500,000 common units of AST & Science, LLC (the "Pledged Securities")"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did AST SpaceMobile (ASTS) report for Abel Avellan?

AST SpaceMobile reported that AA Gables 2, LLC, an entity controlled by CEO Abel Avellan, entered a variable prepaid forward contract on up to 2,500,000 Class A shares, receiving about $146.7 million upfront and pledging equivalent common units as collateral.

How many AST SpaceMobile (ASTS) shares are covered by the new forward contract?

The forward contract covers up to 2,500,000 shares of AST SpaceMobile’s Class A Common Stock. It is divided into four components, each comprising up to 625,000 shares, with final settlement based on future share prices in March 2028.

When will the AST SpaceMobile (ASTS) forward contract reported by Avellan settle?

The forward contract entered into by AA Gables 2, LLC is scheduled to settle on specified dates in March 2028. On each settlement date, the actual number of shares or cash delivered will depend on the volume-weighted average price of the stock.

What cash proceeds did AA Gables 2 receive in the AST SpaceMobile (ASTS) transaction?

AA Gables 2, LLC received an upfront aggregate cash payment of approximately $146.7 million for entering into the variable prepaid forward. In return, it agreed to deliver up to 2,500,000 shares or equivalent cash at future settlement dates.

How is the number of AST SpaceMobile (ASTS) shares delivered under the forward contract determined?

The number of shares delivered depends on the Settlement Price versus a $59.58 floor and $111.72 cap. Different formulas apply below the floor, between floor and cap, and above the cap, adjusting how many shares or cash AA Gables 2 must deliver.

What collateral secures the AST SpaceMobile (ASTS) variable prepaid forward transaction?

AA Gables 2 pledged 2,500,000 common units of AST & Science, LLC as collateral to secure its obligations under the forward contract. AA Gables 2 retains voting rights in these pledged securities during the term of the agreement, despite the pledge.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/23/2026 - 06:14 AM EDT Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Avellan Abel Antonio

(Last) (First) (Middle)

C/O AST SPACEMOBILE, INC., MIDLAND INTL.

AIR & SPACE PORT, 2901 ENTERPRISE LANE

(Street)

MIDLAND TEXAS 79706

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026

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

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

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

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

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
Forward contract (obligation to sell)	(1)(2)(3)(4)(5)	06/22/2026		J/K		2,500,000		(1)(2)(3)(4)(5)	(1)(2)(3)(4)(5)	Class A Common Stock	2,500,000	(1)(2)(3)(4)(5)	2,500,000	I	See Footnote(6)

Explanation of Responses:

1. On June 22, 2026, AA Gables 2, LLC ("AA Gables 2") entered into a master confirmation, supplemental confirmation and pricing notice under Rule 144 under the Securities Act of 1933, as amended, in respect of a variable prepaid forward transaction (the "Forward Contract") with an unaffiliated dealer covering up to a maximum of 2,500,000 shares of the Issuer's Class A Common Stock (the "Subject Shares"). The Forward Contract obligates AA Gables 2 to deliver to the dealer up to the Subject Shares (or at AA Gables 2's election, an equivalent amount of cash) on specified dates in March of 2028. The transaction is divided into four components, each comprising up to 625,000 shares of Class A Common Stock (the "Component Shares").

2. (Continued from Footnote 1) The number of Component Shares (or the equivalent amount of cash if AA Gables 2 elects cash settlement), to be delivered to the dealer on the related settlement date will be based on the volume-weighted average price per share of Class A Common Stock on the related valuation date (the "Settlement Price").

3. The number of shares of Class A Common Stock (or, in each case, the equivalent amount of cash if AA Gables 2 elects cash settlement), to be delivered to the dealer at settlement will be determined as follows: (A) if the Settlement Price is less than or equal to $59.58 (the "Floor Price"), AA Gables 2 will deliver the Component Shares; (B) if the Settlement Price is less than or equal to $111.72 (the "Cap Price"), but greater than the Floor Price, AA Gables 2 will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and

4. (Continued from Footnote 3) (C) if the Settlement Price is greater than the Cap Price, AA Gables 2 will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price.

5. In exchange for assuming these obligations, AA Gables 2 received an upfront aggregate cash payment of approximately $146.7 million. AA Gables 2 has pledged 2,500,000 common units of AST & Science, LLC (the "Pledged Securities") to secure its obligations under the Forward Contract. AA Gables 2 will retain voting rights in the Pledged Securities during the term of the Forward Contract.

6. Mr. Avellan is the sole member and managing member of AA Gables 2.

	/s/ Abel Avellan	06/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)