Ast Spacemobile Inc SEC Filings

AST SpaceMobile, Inc. called a virtual special meeting to seek stockholder approval of an Amended and Restated 2024 Incentive Award Plan that would reserve an additional 10,000,000 shares of Class A Common Stock for equity awards and extend the plan’s expiration to October 6, 2035.

If approved, the aggregate shares available under the plan would equal 15,415,079 (including 14,000,000 new plus 1,415,079 carried over from the 2020 plan). The meeting will be held online on November 21, 2025 at 10:00 a.m. ET; the record date is October 15, 2025. As context, the current 2024 plan initially reserved 3,415,079 shares and authorized an added 2,000,000 effective January 1, 2025; 527,006 shares remained reserved as of the record date. As of June 30, 2025, there were 3,428,851 RSUs outstanding and 67,000 options outstanding with a weighted average exercise price of $24.59 and a weighted average remaining term of 9.51 years.

AST SpaceMobile completed a private offering of $1.0 billion aggregate principal amount of 2.00% Convertible Senior Notes due 2036, with an option for initial purchasers to buy up to an additional $150 million within 13 days. The deal size was increased from $850 million. Net proceeds were approximately $981.9 million, to be used for general corporate purposes, including deployment of its satellite constellation.

The notes pay 2.00% interest semiannually and are convertible under specified stock price and trading conditions before October 15, 2035, and at any time thereafter until shortly before maturity. The initial conversion rate is 10.3845 shares per $1,000, equal to an initial conversion price of about $96.30, a 22.5% premium to the last reported sale price on October 21, 2025. The company may redeem on or after January 22, 2029 if conditions are met; holders have a repurchase right at 100% upon a fundamental change. Initially, a maximum of 12,721,000 shares may be issued upon conversion based on the initial maximum conversion rate.

AST SpaceMobile is conducting a registered direct primary offering of 2,048,849 shares of Class A common stock at $78.61 per share. The offering size implies a registered direct offering price of $161,060,019.89, with estimated net proceeds of about $160.2 million after expenses.

The company intends to use the net proceeds, together with cash on hand, to repurchase $50,000,000 principal amount of its 4.25% Convertible Notes for an aggregate cash consideration of approximately $161.1 million, including accrued interest. The note repurchase and this equity placement are cross‑conditional.

Separately, the company is conducting a concurrent private offering of 2.00% convertible senior notes due 2036 in an aggregate principal amount of $1,000,000,000 (with a $150,000,000 option), offered under Rule 144A and not part of this prospectus. Settlement of the stock offering is expected on or about T+5 (October 29, 2025), and trades prior to the business day before settlement may require alternate settlement arrangements.

AST SpaceMobile (ASTS) officer filed a Form 4 reporting a tax-withholding transaction tied to RSU vesting. On 10/17/2025, 3,935 shares of Class A common stock were withheld (Transaction Code F) at $83.49 to satisfy taxes upon the vesting of Restricted Stock Units representing 10,000 shares. The vesting resulted in a net 6,065 shares delivered.

Following the transaction, the reporting person directly owned 128,486 shares. The filer is listed as Chief Accounting Officer.

AST SpaceMobile launched a preliminary prospectus supplement for a registered direct offering of Class A common stock. The company will sell shares directly to a limited number of purchasers at a fixed per‑share price, with UBS acting as exclusive placement agent. The 4.25% Convertible Notes Repurchase and this placement are cross‑conditional.

AST SpaceMobile plans to use the equity proceeds, together with cash on hand, to repurchase up to $50,000,000 principal amount of its 4.25% senior convertible notes in privately negotiated transactions. Separately and not contingent, the company intends to offer $850,000,000 of convertible senior notes due 2036, with a $150,000,000 option for initial purchasers, to qualified institutional buyers.

As context, the last reported sale price was $82.81 per share on October 20, 2025. Management also disclosed preliminary liquidity data as of September 30, 2025: $1,220.1 million in total cash, cash equivalents and restricted cash, and $724.4 million in total consolidated indebtedness. In October 2025, AST SpaceMobile sold approximately 3.2 million shares via its ATM program for $277.4 million in net proceeds.

AST SpaceMobile announced financing plans and a liquidity update. The company plans a proposed private offering of $850.0 million convertible senior notes due 2036 and a proposed registered direct equity offering, alongside a concurrent repurchase of up to $50.0 million of its 4.25% notes. The preliminary, unaudited update shows $1,220.1 million in cash, cash equivalents and restricted cash as of September 30, 2025, and total consolidated indebtedness of $724.4 million.

AST SpaceMobile launched an ATM program on October 7, 2025 for up to $800.0 million. As of October 20, 2025, it sold approximately 3.2 million shares for aggregate net proceeds of $277.4 million. The company agreed it will not sell additional ATM shares until the later of the 15th day after the New Notes pricing date and receipt of certain waivers.

AST SpaceMobile, Inc. called a virtual special meeting on November 21, 2025 to seek stockholder approval of an Amended and Restated 2024 Incentive Award Plan.

The proposal would add 10,000,000 shares of Class A Common Stock for equity awards and extend the plan term to October 6, 2035. If approved, plan capacity would comprise 15,415,079 shares (14,000,000 plus 1,415,079 carried from the 2020 plan). The Board states equity is a key tool to attract and retain talent and align pay with performance.

Context: The current 2024 plan initially reserved 3,415,079 shares and added 2,000,000 shares effective January 1, 2025; 527,006 shares remained reserved as of the October 15, 2025 record date. As of June 30, 2025, there were 3,428,851 RSUs and 67,000 options outstanding under the 2024 plan. The Board recommends “FOR,” with approval requiring a majority of votes cast. The meeting will be held via webcast at proxydocs.com/ASTS.

AST SpaceMobile, Inc. filed a prospectus supplement for Class A Common Stock offering that discloses a pro forma net tangible book value per share of $4.14 as of June 30, 2025. The document shows an increase per share attributable to new investors of $60.81, reflecting the expected capital effect of the offering on a per‑share basis. The supplement incorporates a series of historical SEC reports and exhibits for 2023–2025 to update the company’s business and securities description, and refers investors to the Risk Factors section for additional considerations.