[Form 4] AST SpaceMobile, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Andrew M. Johnson, CFO and CLO of AST SpaceMobile, reported changes in beneficial ownership following vesting of equity awards on 08/15/2025. The issuer certified achievement of 125% of a 75,000-PSU target93,750 Class A shares (one PSU = one share) with 31,250 shares vested immediately and the remainder scheduled to vest equally on 08/15/2026 and 08/15/2027, subject to continued service. To satisfy tax withholding obligations, 12,297 shares and 9,838 shares were withheld, representing taxes on vested PSUs and RSUs respectively. Reported beneficial ownership counts after transactions were 439,620, 427,323, and 417,485 shares across the reported lines. The filing is signed 08/19/2025.

Positive

• Performance targets certified at 125%: evidence that company and individual performance conditions were met, leading to PSU vesting.

Negative

• Tax withholding reduced net shares: 12,297 and 9,838 shares were withheld to satisfy tax obligations, lowering the reporting person's net receipt of shares.

Insights

Corporate Governance Expert

TL;DR: Routine, compliant insider reporting of performance-based vesting and tax withholdings; signals compensation committee certification of targets.

The Form 4 documents customary equity compensation mechanics: certification of performance metrics led to achievement above target (125%), triggering vesting per grant terms. Withholding of shares to cover taxes is standard and reduces net issued shares to the reporting person. Timing and disclosure meet Section 16 requirements and show alignment of executive pay with company-set targets.

Securities/Compensation Analyst

TL;DR: Material by size but operationally routine; no new purchases or sales, only vesting and tax-withholding events.

The reported 93,750 vested PSUs reflect a performance outcome materially above target, increasing outstanding beneficial ownership figures. The filing shows two separate withholding events totaling 22,135 shares withheld for taxes across PSUs and RSUs, which is standard for net settlement. These movements affect the officer's direct holdings but are not unusual corporate actions.

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

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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^*

Johnson Andrew Martin

(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)
	CFO and CLO

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	439,620	D
Class A Common Stock	08/15/2025		F		12,297(2)	D	$48.08	427,323	D
Class A Common Stock	08/15/2025		F		9,838(3)	D	$48.08	417,485	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/ Andrew M. Johnson	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).
** 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.
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FAQ

Who filed this Form 4 for AST SpaceMobile (ASTS)?

Andrew M. Johnson, the company's CFO and CLO, is the reporting person.

What triggered the change in ownership reported on 08/15/2025?

The issuer's compensation committee certified performance conditions, achieving 125% of a 75,000-PSU target, causing PSUs to vest.

How many Class A shares were issued upon vesting and how are remaining PSUs scheduled?

93,750 shares were associated with the achievement; 31,250 shares vested immediately and remaining shares vest equally on 08/15/2026 and 08/15/2027.

How many shares were withheld for taxes and what were the net effects?

12,297 shares were withheld related to PSU vesting and 9,838 shares withheld related to RSU vesting, reducing the reporting person's net received shares.

What were the reported beneficial ownership counts after the transactions?

The filing lists beneficial ownership of 439,620, 427,323, and 417,485 shares across the reported lines following the transactions.