ASTS Form 4: 93,750 PSUs Achieved; 22,135 Shares Withheld for Taxes

Rhea-AI Filing Summary

Scott Wisniewski, President and Director of AST SpaceMobile, Inc. (ASTS), reported equity activity on 08/15/2025. The filing shows 93,750 performance-based stock units (PSUs) were deemed achieved at 125% of the 75,000 target and treated as acquisitions at $0, with one-third (31,250 PSUs) vesting immediately on 08/15/2025 and the remainder scheduled to vest equally on 08/15/2026 and 08/15/2027 subject to continued service. To cover tax liabilities, the issuer withheld and disposed of 12,297 and 9,838 shares at $48.08 each, corresponding to withholding on the vested PSUs and vested restricted stock units (RSUs). Following these transactions, the reported beneficial ownership totals shown on the form moved from 639,345 shares to 617,210 shares.

Positive

• Achievement of performance target: PSUs paid out at 125% of target, converting 75,000 target PSUs into 93,750 contingent shares.
• Immediate vested tranche: One-third (31,250 PSUs) vested on 08/15/2025, providing realized equity to the reporting person while remaining awards retain service-based vesting.

Negative

• Tax-related share disposals: The issuer withheld and disposed of a total of 22,135 shares (12,297 and 9,838) at $48.08 each to satisfy tax liabilities, reducing reported beneficial ownership.
• Reduction in reported holdings: Beneficial ownership shown on the form decreased from 639,345 to 617,210 shares after the withholding transactions.

Insights

Financial Analyst

TL;DR: Officer received a material PSU vesting event of 93,750 shares; tax withholding triggered disposals totaling 22,135 shares.

The filing documents achievement of performance conditions that converted 75,000 target PSUs into 93,750 contingent shares (125% payout). One-third vested immediately while the balance remains scheduled across two future anniversaries, preserving alignment with service requirements. The issuer withheld 22,135 shares via two dispositions at $48.08 to satisfy tax obligations, reducing reported beneficial ownership from 639,345 to 617,210 shares. This is a non-cash compensation realization event rather than an open-market sale and is typical for executive equity vesting and tax settlement.

Corporate Governance Expert

TL;DR: Certification of performance milestones led to accelerated equity vesting; withholding disposals reflect standard tax-withholding practices.

The compensation committee certified company and individual performance metrics, triggering a 125% payout on PSUs. Vesting structure retains time-based service conditions for two-thirds of the award, supporting retention objectives. The reporting shows tax-withholding via share retention/disposition rather than cash payment, a common mechanism under Rule 16b-3. There are no indications of other derivative transactions or unusual related-party transfers in this Form 4.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Wisniewski Scott

Role President

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	93,750	$0.00	--
Tax Withholding	Class A Common Stock	12,297	$48.08	$591K
Tax Withholding	Class A Common Stock	9,838	$48.08	$473K

Holdings After Transaction: Class A Common Stock — 639,345 shares (Direct)

Footnotes (1)

1. Represents achievement of 125% of the 75,000 target number of performance-based stock unit awards ("PSUs") granted on August 15, 2024, following certification by the Issuer's compensation committee that the applicable company and individual performance conditions had been satisfied. One third of the PSUs representing 31,250 shares of Class A Common Stock vested immediately on August 15, 2025 and the remaining PSUs will vest equally on August 15, 2026 and August 15, 2027, subject to the Reporting Person's continued service through the vesting dates. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. Represents a payment of tax liability by withholding securities incident to the vesting of PSUs representing 31,250 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of 18,953 shares. Represents a payment of tax liability by withholding securities incident to the vesting of Restricted Stock Units representing 25,000 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of 15,162 shares.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

Wisniewski Scott

(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)
	President

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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

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	08/15/2025		A		93,750(1)	A	$0	639,345	D
Class A Common Stock	08/15/2025		F		12,297(2)	D	$48.08	627,048	D
Class A Common Stock	08/15/2025		F		9,838(3)	D	$48.08	617,210	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 achievement of 125% of the 75,000 target number of performance-based stock unit awards ("PSUs") granted on August 15, 2024, following certification by the Issuer's compensation committee that the applicable company and individual performance conditions had been satisfied. One third of the PSUs representing 31,250 shares of Class A Common Stock vested immediately on August 15, 2025 and the remaining PSUs will vest equally on August 15, 2026 and August 15, 2027, subject to the Reporting Person's continued service through the vesting dates. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

2. Represents a payment of tax liability by withholding securities incident to the vesting of PSUs representing 31,250 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of 18,953 shares.

3. Represents a payment of tax liability by withholding securities incident to the vesting of Restricted Stock Units representing 25,000 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of 15,162 shares.

	/s/ Scott Wisniewski	08/19/2025
	** 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).
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FAQ

What transactions did ASTS insider Scott Wisniewski report on 08/15/2025?

The Form 4 reports acquisition of 93,750 PSUs deemed achieved at 125% of target and two withholding disposals of 12,297 and 9,838 shares at $48.08 each.

How many PSUs vested immediately for Scott Wisniewski in ASTS?

One-third of the PSUs, or 31,250 shares, vested immediately on 08/15/2025.

Why were shares disposed of in this Form 4 for ASTS?

The disposals represent withholding of shares to cover tax liabilities incident to vesting of PSUs and RSUs as disclosed in the form.

What is the remaining vesting schedule for the PSUs reported by ASTS?

After the 08/15/2025 vesting, the remaining PSUs are scheduled to vest equally on 08/15/2026 and 08/15/2027, subject to continued service.

What was the reported beneficial ownership after the transactions?

The Form 4 shows beneficial ownership following the reported transactions as 617,210 shares.