ASTS insider Avellan revises 2.5M-share forward deal terms

Rhea-AI Filing Summary

AST SpaceMobile insider Abel Avellan, through his entity AA Gables, LLC, amended a previously disclosed variable prepaid forward contract covering up to 2,500,000 shares of the company’s Class A common stock. The contract is split into four components of up to 625,000 shares each, with settlement now scheduled on specified dates in March 2027.

The number of shares (or equivalent cash, at AA Gables’ election) to be delivered will depend on the volume-weighted average share price relative to a Floor Price of $56.0564 and a Cap Price of $79.6590. In connection with this amendment, AA Gables received an additional cash payment of approximately $10.7 million, on top of the $42.0 million received when the forward was originally entered into. AA Gables has pledged 2,500,000 common units of AST & Science, LLC as collateral but retains voting rights in these pledged securities during the term of the contract.

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

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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^*

Avellan Abel Antonio

(Last) (First) (Middle)

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

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2025

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

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)	11/19/2025		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 November 19, 2025, AA Gables, LLC ("AA Gables") entered into an amendment (the "Amendment") to the previously disclosed variable prepaid forward transaction (the "Forward Contract") entered into on November 20, 2024 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") in order to amend the settlement dates, Floor Price (as defined below) and Cap Price (as defined below) of the Forward Contract. Pursuant to the Amendment, AA Gables will be obligated to deliver to the dealer up to the Subject Shares (or at AA Gable's election, an equivalent amount of cash) on specified dates in March of 2027. 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 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 elects cash settlement), to be delivered to the dealer at settlement, as amended pursuant to the Amendment, will be determined as follows: (A) if the Settlement Price is less than or equal to $56.0564 (the "Floor Price"), AA Gables will deliver the Component Shares; (B) if the Settlement Price is less than or equal to $79.6590 (the "Cap Price"), but greater than the Floor Price, AA Gables 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 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 connection with the Amendment, AA Gables received an aggregate cash payment of approximately $10.7 million, reflecting the economic effect of the Amendment to Forward Contract, and which is in addition to the $42.0 million aggregate upfront proceeds AA Gables received when the Forward Contract was originally entered into. AA Gables has pledged 2,500,000 common units of AST & Science, LLC (the "Pledged Securities") to secure its obligations under the Forward Contract. AA Gables will continue to 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.

	/s/ Abel Avellan	11/21/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did ASTS CEO Abel Avellan report on Form 4?

Abel Avellan, through AA Gables, LLC, reported an amendment to a previously disclosed variable prepaid forward contract covering up to 2,500,000 shares of AST SpaceMobile’s Class A common stock.

How many ASTS shares are subject to the amended forward contract?

The amended forward contract covers up to a maximum of 2,500,000 shares of AST SpaceMobile, Inc. Class A common stock, split into four components of up to 625,000 shares each.

When will the amended forward contract for ASTS shares settle?

Under the amendment, AA Gables will deliver shares of Class A common stock, or an equivalent amount of cash if it elects cash settlement, on specified settlement dates in March 2027.

What are the floor and cap prices in the ASTS forward contract amendment?

The amended settlement terms use a Floor Price of $56.0564 and a Cap Price of $79.6590, which determine how many shares (or how much cash) AA Gables delivers based on the volume-weighted average share price.

How much cash did AA Gables receive in connection with the ASTS forward amendment?

AA Gables received an additional aggregate cash payment of approximately $10.7 million reflecting the economic effect of the amendment, in addition to the $42.0 million it received when the original forward contract was entered into.

What collateral secures AA Gables’ obligations under the ASTS forward contract?

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

What is Abel Avellan’s relationship to AST SpaceMobile in this filing?

Abel Avellan is reported as a Director, Chief Executive Officer, and 10% owner of AST SpaceMobile, Inc. in this Form 4 filing.