AST SpaceMobile COO awarded shares, tax withholding

AST SpaceMobile, Inc. Chief Operating Officer Shanti B. Gupta reported equity compensation tied to performance-based awards.

Rhea-AI Filing Summary

AST SpaceMobile, Inc. Chief Operating Officer Shanti B. Gupta reported equity compensation tied to performance-based awards. On May 18, 2026, she received a grant/award of 66,667 shares of Class A Common Stock at no cash cost, and 11,350 shares were disposed of to cover tax obligations at $86.83 per share. Footnotes describe achievement of performance-based stock unit awards granted on September 26, 2024, with PSUs representing 22,222 shares, one-third vesting immediately and the remainder scheduled to vest in May 2027 and May 2028, and note a net vested amount of 10,872 shares after tax withholding. Following these transactions, Gupta directly holds 434,022 shares of Class A Common Stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Gupta Shanti B.

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	66,667	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	11,350	$86.83	$986K

Holdings After Transaction: Class A Common Stock — 434,022 shares (Direct)

Footnotes (2)

1. F1. Represents achievement of certain performance-based stock unit awards ("PSUs") granted on September 26, 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 22,222 shares of Class A Common Stock vested immediately on May 18, 2026 and the remaining PSUs will vest equally on May 15, 2027 and May 15, 2028, 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. F2. Represents a payment of tax liability by withholding securities incident to the vesting of PSUs representing 22,222 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of 10,872 shares.

Key Figures

Stock grant: 66,667 shares Tax withholding shares: 11,350 shares Tax withholding price: $86.83 per share +3 more

6 metrics

Stock grant 66,667 shares Grant/award of Class A Common Stock on May 18, 2026

Tax withholding shares 11,350 shares Shares disposed to satisfy tax liability at vesting

Tax withholding price $86.83 per share Per-share value for shares withheld for tax obligations

PSUs represented shares 22,222 shares Performance-based stock unit awards granted September 26, 2024

Net vested shares 10,872 shares Net shares vested after tax withholding related to PSU vesting

Post-transaction holdings 434,022 shares Direct Class A Common Stock held after reported transactions

Key Terms

performance-based stock unit awards, PSUs, Rule 16b-3, tax liability by withholding securities

4 terms

performance-based stock unit awards financial

"Represents achievement of certain performance-based stock unit awards ("PSUs") granted on September 26, 2024"

Performance-based stock unit awards are promises to give company shares to executives or employees only if the business meets specific targets, such as revenue, profit, or share-price goals. Think of it like a bonus that pays out in stock only when measurable objectives are hit; investors watch these awards because they affect future share supply, signal how management is incentivized, and can influence company performance and shareholder value.

PSUs financial

"One third of the PSUs representing 22,222 shares of Class A Common Stock vested immediately"

PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.

Rule 16b-3 regulatory

"PSUs representing 22,222 shares of Class A Common Stock issued in accordance with Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

tax liability by withholding securities financial

"Represents a payment of tax liability by withholding securities incident to the vesting of PSUs"

FAQ

What stock transactions did ASTS COO Shanti B. Gupta report on May 18, 2026?

Shanti B. Gupta reported a grant/award of 66,667 shares of AST SpaceMobile Class A Common Stock and a disposition of 11,350 shares used to satisfy tax obligations at $86.83 per share.

How many ASTS shares does Shanti B. Gupta hold after these transactions?

After the reported transactions, Shanti B. Gupta directly holds 434,022 shares of AST SpaceMobile Class A Common Stock, according to the reported post-transaction holdings data.

What performance-based stock units (PSUs) did ASTS disclose for Shanti B. Gupta?

Footnotes state that performance-based stock unit awards granted on September 26, 2024 represented 22,222 shares of Class A Common Stock, with one-third vesting on May 18, 2026 and the remainder scheduled for May 2027 and May 2028.

How were taxes handled for Shanti B. Gupta’s ASTS PSU vesting?

Taxes were satisfied by withholding 11,350 shares of Class A Common Stock at $86.83 per share, with a footnote stating this withholding produced a net vested amount of 10,872 shares from the PSU vesting.

What does each PSU reported by ASTS for Shanti B. Gupta represent?

Each performance-based stock unit (PSU) reported for Shanti B. Gupta represents a contingent right to receive one share of AST SpaceMobile’s Class A Common Stock, subject to performance and continued service vesting conditions.

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Accepted by SEC EDGAR 05/20/2026 - 06:00 PM 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^*

Gupta Shanti B.

(Last) (First) (Middle)

C/O AST SPACEMOBILE, INC., MIDLAND

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

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
Class A Common Stock	05/18/2026		A		66,667(1)	A	$0	445,372	D
Class A Common Stock	05/18/2026		F		11,350(2)	D	$86.83	434,022	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 certain performance-based stock unit awards ("PSUs") granted on September 26, 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 22,222 shares of Class A Common Stock vested immediately on May 18, 2026 and the remaining PSUs will vest equally on May 15, 2027 and May 15, 2028, 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 22,222 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of 10,872 shares.

	/s/ Shanti Gupta	05/20/2026
	** 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)