Major AST SpaceMobile (ASTS) holder trims stake by 3.04M shares

Rhea-AI Filing Summary

Rakuten Mobile, Inc., a major shareholder of AST SpaceMobile, Inc., reported open-market sales of Class A Common Stock over two days. On April 14, it sold 1,690,000 shares at a weighted average price of $91.42 per share. On April 15, it sold an additional 1,350,000 shares at a weighted average price of $86.22 per share, for total reported sales of 3,040,000 shares. After these transactions, entities associated with Hiroshi Mikitani report indirect ownership of 27,980,155 shares of Class A Common Stock, while Mikitani and Rakuten Group, Inc. disclaim beneficial ownership except for any indirect pecuniary interest.

Insights

Equity ownership and insider-transactions analyst

Large shareholder sells 3.04M AST SpaceMobile shares but retains sizable indirect stake.

Entities associated with Hiroshi Mikitani, through Rakuten Mobile, Inc., executed two open-market sales of AST SpaceMobile Class A Common Stock. They sold 1,690,000 shares at a weighted average of $91.42 on April 14 and 1,350,000 shares at $86.22 on April 15, totaling 3,040,000 shares.

These are straightforward open-market dispositions, with pricing disclosed as weighted averages over multiple trades. Following the sales, the reporting structure still reflects indirect ownership of 27,980,155 shares, indicating that a substantial position remains. The filing notes that Mikitani and Rakuten Group, Inc. may be deemed beneficial owners under Rule 13d-3 but disclaim beneficial ownership except for any indirect pecuniary interest.

No derivative exercises or tax-withholding events are reported, and the derivative position table is empty, so this snapshot focuses solely on common stock sales. The informational value lies in the scale of the sales versus the still-large remaining indirect holdings; interpretation depends on how investors weigh ongoing exposure against these liquidity actions.

Insider Trade Summary

Net Seller: 3,040,000 shares ($270,896,800)

Net Sell 2 txns

Insider Mikitani Hiroshi, Rakuten Group, Inc., Rakuten Mobile, Inc.

Role 10% Owner | 10% Owner | 10% Owner

Sold 3,040,000 shs ($270.90M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	1,350,000	$86.22	$116.40M
Sale	Class A Common Stock	1,690,000	$91.42	$154.50M

Holdings After Transaction: Class A Common Stock — 27,980,155 shares (Indirect, See footnote)

Footnotes (1)

1. The shares of Class A Common Stock of the Issuer (the "Common Stock") set forth herein are held of record by Rakuten Mobile, Inc., a wholly-owned subsidiary of Rakuten Group, Inc. Hiroshi Mikitani is the founder, Chairman and Chief Executive Officer of Rakuten Group, Inc. and has voting and investment discretion with respect to the securities held of record by Rakuten Mobile, Inc. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Mikitani and Rakuten Group, Inc. may be deemed to be the beneficial owner of the securities beneficially owned by Rakuten Mobile, Inc. Mr. Mikitani and Rakuten Group, Inc. hereby disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.50 to $103.96 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 2 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.04 to $88.71 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 2 to this Form 4.

Key Figures

Shares sold April 14: 1,690,000 shares Weighted average price April 14: $91.42 per share Shares sold April 15: 1,350,000 shares +3 more

6 metrics

Shares sold April 14 1,690,000 shares Open-market sale of Class A Common Stock at weighted average $91.42

Weighted average price April 14 $91.42 per share Class A Common Stock open-market sale

Shares sold April 15 1,350,000 shares Open-market sale of Class A Common Stock at weighted average $86.22

Weighted average price April 15 $86.22 per share Class A Common Stock open-market sale

Total shares sold 3,040,000 shares Sum of reported open-market sales of Class A Common Stock

Shares held after transactions 27,980,155 shares Indirectly owned Class A Common Stock following April 15 sale

Key Terms

open-market sale, beneficial owner, indirect pecuniary interest, Rule 13d-3, +1 more

5 terms

open-market sale financial

"transaction_action: "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

beneficial owner financial

"may be deemed to be the beneficial owner of the securities"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

indirect pecuniary interest financial

"disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest"

Rule 13d-3 regulatory

"By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934"

Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

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
Estimated average burden
hours per response:			0.5

X

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^*

Mikitani Hiroshi

(Last) (First) (Middle)

1-14-1 TAMAGAWA

SETAGAYA-KU

(Street)

TOKYO 158-0094

(City) (State) (Zip)

JAPAN

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2026

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

	Form filed by One Reporting Person
X	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	04/14/2026		S		1,690,000(2)	D	$91.42(2)	29,330,155(1)	I(1)	See footnote(1)
Class A Common Stock	04/15/2026		S		1,350,000(3)	D	$86.22(3)	27,980,155(1)	I(1)	See footnote(1)

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

1. Name and Address of Reporting Person^*

Mikitani Hiroshi

(Last) (First) (Middle)

1-14-1 TAMAGAWA

SETAGAYA-KU

(Street)

TOKYO 158-0094

(City) (State) (Zip)

JAPAN

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Rakuten Group, Inc.

(Last) (First) (Middle)

1-14-1 TAMAGAWA

SETAGAYA-KU

(Street)

TOKYO 158-0094

(City) (State) (Zip)

JAPAN

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Rakuten Mobile, Inc.

(Last) (First) (Middle)

1-14-1 TAMAGAWA

SETAGAYA-KU

(Street)

TOKYO 158-0094

(City) (State) (Zip)

JAPAN

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The shares of Class A Common Stock of the Issuer (the "Common Stock") set forth herein are held of record by Rakuten Mobile, Inc., a wholly-owned subsidiary of Rakuten Group, Inc. Hiroshi Mikitani is the founder, Chairman and Chief Executive Officer of Rakuten Group, Inc. and has voting and investment discretion with respect to the securities held of record by Rakuten Mobile, Inc. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Mikitani and Rakuten Group, Inc. may be deemed to be the beneficial owner of the securities beneficially owned by Rakuten Mobile, Inc. Mr. Mikitani and Rakuten Group, Inc. hereby disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.50 to $103.96 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 2 to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.04 to $88.71 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 2 to this Form 4.

	Hiroshi Mikitani /s/Hiroshi Mikitani	04/16/2026
	Rakuten Group, Inc. /s/Kentaro Hyakuno, Representative Director, Group Senior Executive Vice President	04/16/2026
	Rakuten Mobile, Inc. /s/Atsushi Maeda, Director, Executive Vice President and CFO	04/16/2026
	** 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)

FAQ

How many ASTS shares did Rakuten Mobile sell in this Form 4 filing?

Rakuten Mobile, Inc. reported selling a total of 3,040,000 AST SpaceMobile Class A Common shares. The sales occurred over two days in open-market transactions at disclosed weighted average prices.

At what prices did Rakuten-related entities sell ASTS stock in this filing?

They reported weighted average sale prices of $91.42 per share on April 14 and $86.22 per share on April 15. Each figure reflects multiple trades within a specified intraday price range.

How many AST SpaceMobile (ASTS) shares do the reporting persons hold after these sales?

After the reported transactions, entities associated with the reporting persons show indirect ownership of 27,980,155 AST SpaceMobile Class A Common shares. This figure reflects holdings immediately following the April 15 open-market sale.

Who actually holds the ASTS shares involved in this Form 4 filing?

The shares are held of record by Rakuten Mobile, Inc., a wholly owned subsidiary of Rakuten Group, Inc. Hiroshi Mikitani and Rakuten Group, Inc. may be deemed beneficial owners under Rule 13d-3 but disclaim beneficial ownership except for any indirect pecuniary interest.

What type of insider transactions are reported in this ASTS Form 4?

The filing reports open-market sales of AST SpaceMobile Class A Common Stock, coded as “S.” There are no option exercises, gifts, or tax-withholding events; all disclosed transactions involve direct sales of common shares.

How are the reported ASTS sale prices calculated in this Form 4?

Each reported sale price is a weighted average across multiple trades. The filing notes that underlying trades ranged within specified price intervals, and the reporting persons will provide full trade breakdowns to interested parties on request.