ASTS Form 4: Andrew Johnson PSU Vesting and Share Withholding Details
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 target, triggering issuance of 93,750 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
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.
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.
Insider Trade Summary
| 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 |
Footnotes (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.
