AST SpaceMobile (ASTS) CEO enters $146.7M prepaid forward on 2.5M shares

Rhea-AI Filing Summary

AST SpaceMobile’s chairman and CEO Abel Avellan updated his ownership report, showing beneficial ownership of 78,252,625 shares of Class A Common Stock, or 20.8% of the class, and a 71.6% voting interest through his ownership of all Class C Common Stock.

Through his wholly owned LLC AA Gables 2, Avellan entered a variable prepaid forward transaction under Rule 144 covering up to 2,500,000 shares. AA Gables 2 received about $146.7 million upfront and pledged 2,500,000 AST Common Units as collateral. Settlement in March 2028 depends on the stock’s future price, with a floor of $59.58 and a cap of $111.72, and AA Gables 2 retains voting rights on the pledged securities during the contract term.

Insights

Equity derivatives and governance analyst

Large prepaid forward raises insider liquidity while preserving control.

Abel Avellan, via AA Gables 2, entered a variable prepaid forward on up to 2,500,000 AST SpaceMobile Class A shares, receiving an upfront cash payment of about $146.7 million. This is a personal liquidity trade, not a capital raise for the company.

The structure fixes delivery mechanics in March 2028 using a floor price of $59.58 and a cap of $111.72. AA Gables 2 pledged 2,500,000 AST Common Units as collateral but keeps voting rights, so Avellan’s 71.6% voting control and 20.8% economic stake remain intact for now.

Because the transaction is pre-paid and price-contingent, future share or cash delivery will depend on AST SpaceMobile’s share price at settlement. Subsequent company disclosures near the 2028 valuation and settlement dates may clarify how many shares, if any, are ultimately delivered.

Key Figures

Beneficial ownership: 78,252,625 shares Ownership percentage: 20.8% Voting interest: 71.6% +5 more

8 metrics

Beneficial ownership 78,252,625 shares Class A Common Stock beneficially owned by Abel Avellan

Ownership percentage 20.8% Percent of Class A Common Stock represented by Avellan’s holdings

Voting interest 71.6% Avellan’s voting interest via ownership of all Class C Common Stock

Shares outstanding base 376,909,461 shares Class A shares used to compute ownership percentage

Prepaid forward size 2,500,000 shares Maximum Class A shares covered by variable prepaid forward

Upfront cash received $146.7 million Aggregate cash payment to AA Gables 2 under forward contract

Floor Price $59.58 Lower price threshold used to determine settlement share delivery

Cap Price $111.72 Upper price threshold used to determine settlement share delivery

Key Terms

variable prepaid forward transaction, AST Common Units, Class C Common Stock, Floor Price, +2 more

6 terms

variable prepaid forward transaction financial

"entered into a variable prepaid forward transaction with an unaffiliated dealer covering up to a maximum of 2,500,000 shares"

A variable prepaid forward transaction is a way for a large shareholder to get cash now by agreeing to deliver a variable number of shares or cash later based on the stock’s future price. Think of it like borrowing against a house where repayment can be made either in money or by handing over part of the house depending on its future value. It matters to investors because it changes potential share supply, can signal insider liquidity needs, and creates contingent claims that may affect stock price and voting control.

AST Common Units financial

"78,163,078 shares of Class A Common Stock issuable upon conversion of 78,163,078 AST Common Units held of record"

Class C Common Stock financial

"the Reporting Person beneficially owns 78,163,078 shares of Class C Common Stock of the Issuer"

A class C common stock is a type of company share that usually represents ownership but often carries limited or no voting power compared with other share classes. For investors, that matters because it can affect influence over company decisions and sometimes the stock’s price or dividend priority — think of it as owning a ticket to the same event but in a section with less say in how the event is run.

Floor Price financial

"if the Settlement Price is less than or equal to $59.58 (the "Floor Price")"

The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.

Cap Price financial

"if the Settlement Price is less than or equal to $111.72 (the "Cap Price"), but greater than the Floor Price"

Rule 144 regulatory

"entered into a master confirmation ... under Rule 144 of the Securities Act of 1933"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

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Available on EDGAR 06/23/2026 - 06:19 AM Accepted by SEC EDGAR 06/23/2026 - 06:19 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 18)

AST SpaceMobile, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

00217D100

(CUSIP Number)

Abel Avellan
c/o AST SpaceMobile, Inc., Midland Intl., Air & Space Port, 2901 Enterprise Lane
Midland, TX, 79706
(432) 276-3966

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/22/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 00217D100

1

Name of reporting person

Abel Avellan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 78,252,625.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 78,252,625.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

78,252,625.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The Aggregate Amount Beneficially Owned by Each Reporting Person in Row (11) with Sole Voting Power in Row (7) and Sole Dispositive Power in Row (9) comprised of (i) 89,547 shares of Class A Common Stock of AST SpaceMobile, Inc. (the "Issuer") and (ii) 78,163,078 shares of Class A Common Stock of the Issuer that may be issued upon redemption by the Reporting Person of 78,163,078 common units (the "AST Common Units") of AST & Science, LLC ("AST"). In addition, the Reporting Person beneficially owns 78,163,078 shares of Class C Common Stock of the Issuer (the "Class C Common Stock"). Each share of Class A Common Stock carries one vote per share, and each share of Class C Common Stock carries ten votes per share and no economic rights. From and after April 6, 2022, the Reporting Person may redeem or exchange one AST Common Unit for one share of Class A Common Stock or, under certain circumstances and at the election of the Issuer, a cash payment based on the value of Class A Common Stock. At the time of any redemption or exchange, the Reporting Person would forfeit an equivalent number of shares of Class C Common Stock to the Issuer. As discussed in Item 2 of the Original Filing (as defined herein), the other Stockholder Parties (as defined in the Original Filing) are not included as reporting persons in this Schedule 13D, and the Reporting Persons expressly disclaim beneficial ownership of the shares of Class A Common Stock beneficially held by the other Stockholders Parties. (2) The Percent of Class Represented by Amount in Row (11) in Row (13) is based upon approximately 376,909,461 shares of Class A Common Stock outstanding comprised of (i) 298,746,383 shares of Class A Common Stock outstanding as of May 7, 2026, and (ii) approximately 78,163,078 shares of Class A Common Stock issuable upon the redemption or exchange of the AST Common Units owned by the Reporting Person. This percentage does not represent the Reporting Person's current voting interest in the Issuer, as the Reporting Person has an 71.6% voting interest in the Issuer by virtue of his ownership of all of the shares of Class C Common Stock of the Issuer. AMENDMENT NO. 18 TO SCHEDULE 13D This Amendment No. 18 to Schedule 13D (this "Amendment No. 18") amends and supplements the initial Schedule 13D filed by Mr. Abel Avellan with the Securities and Exchange Commission (the "SEC") on March 11, 2022 (the "Original Filing"), as amended by Amendment No. 17 to Schedule 13D filed by Mr. Avellan with the SEC on March 3, 2026 ("Amendment No. 17"), as amended by Amendment No. 16 to Schedule 13D filed by Mr. Avellan with the SEC on November 21, 2025 ("Amendment No. 16"), as amended by Amendment No. 15 to Schedule 13D filed by Mr. Avellan with the SEC on October 31, 2025 ("Amendment No. 15"), as amended by Amendment No. 14 to Schedule 13D filed by Mr. Avellan with the SEC on July 15, 2025 ("Amendment No. 14"), as amended by Amendment No. 13 to Schedule 13D filed by Mr. Avellan with the SEC on June 20, 2025 ("Amendment No. 13"), Amendment No. 12 to Schedule 13D filed by Mr. Avellan with the SEC on January 27, 2025 ("Amendment No. 12"), as amended by Amendment No. 11 to Schedule 13D filed by Mr. Avellan with the SEC on November 20, 2024 ("Amendment No. 11"), as amended by Amendment No. 10 to Schedule 13D filed by Mr. Avellan with the SEC on October 15, 2024 ("Amendment No. 10"), as amended by Amendment No. 9 to Schedule 13D filed by Mr. Avellan with the SEC on September 26, 2024 ("Amendment No. 9"), Amendment No. 8 to Schedule 13D filed by Mr. Avellan with the SEC on August 26, 2024 ("Amendment No. 8"), Amendment No. 7 to Schedule 13D filed by Mr. Avellan with the SEC on July 11, 2024 ("Amendment No. 7"), Amendment No. 6 to Schedule 13D filed by Mr. Avellan with the SEC on June 14, 2024 ("Amendment No. 6"), Amendment No. 5 to Schedule 13D filed by Mr. Avellan with the SEC on March 6, 2024 ("Amendment No. 5"), Amendment No. 4 to Schedule 13D filed by Mr. Avellan with the SEC on January 25, 2024 ("Amendment No. 4"), Amendment No. 3 to Schedule 13D filed by Mr. Avellan with the SEC on July 6, 2023 ("Amendment No. 3"), Amendment No. 2 to Schedule 13D filed by Mr. Avellan with the SEC on May 2, 2023 ("Amendment No. 2") and Amendment No. 1 to Schedule 13D filed by Mr. Avellan with the SEC on December 13, 2022 ("Amendment No. 1"). This Amendment No. 18 amends and supplements the Original Filing, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16 and Amendment No. 17 as specifically set forth herein, and except as set forth herein no other changes have been made to the prior filings. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed as such terms in the Original Filing. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock
(b)	Name of Issuer: AST SpaceMobile, Inc.
(c)	Address of Issuer's Principal Executive Offices: Midland Intl. Air & Space Port, 2901 Enterprise Lane, Midland, TEXAS , 79706.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to include the following: On June 22, 2026, AA Gables 2, LLC ("AA Gables 2"), a Delaware limited liability company of which the Reporting Person is the sole member and managing member, entered into a variable prepaid forward transaction with an unaffiliated dealer covering up to a maximum of 2,500,000 shares of Class A Common Stock. The Reporting Person entered into the transaction for personal financial planning purposes, including to provide liquidity for taxes and other general purposes, while retaining voting rights in the pledged securities during the term of the transaction, as described in Item 6. The information set forth in Item 6 of this Amendment No. 18, including, without limitation, information as to the rights and obligations of the Reporting Person pursuant to the terms of the agreements, instruments and other matters described therein, is hereby incorporated by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 is amended and restated to read as follows: As of the date hereof, the aggregate number and percentage of shares of Class A Common Stock beneficially owned by Mr. Avellan are as follows: Amount beneficially owned: 78,252,625 Percent of class: 20.8% Number of shares the Reporting Person has:
(b)	i. Sole power to vote or direct the vote: 78,252,625 ii. Shared power to vote: 0 iii. Sole power to dispose or direct the disposition of: 78,252,625 iv. Shared power to dispose or direct the disposition of: 0 The Reporting Person may be deemed to beneficially own 78,163,078 shares of Class A Common Stock issuable upon conversion of 78,163,078 AST Common Units held of record by the Reporting Person. As discussed in Item 2 of the Original Filing, the other Stockholder Parties are not included as reporting persons in the Original Filing, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17 and this Amendment No. 18, and the Reporting Person expressly disclaims beneficial ownership of the shares of Class A Common Stock held by the other Stockholder Parties.
(c)	During the past 60 days (other than as set forth in this Amendment No. 18), the Reporting Person has not effected any transactions with respect to the Class A Common Stock.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On June 22, 2026, AA Gables 2 entered into a master confirmation (the "Master Confirmation"), supplemental confirmation (the "Supplemental Confirmation") and pricing notice (the "Pricing Notice") under Rule 144 of the Securities Act of 1933, as amended in respect of a variable prepaid forward transaction (the "Forward Contract") with an unaffiliated dealer covering up to a maximum of 2,500,000 shares of Class A Common Stock (the "Subject Shares"). The Forward Contract obligates AA Gables 2 to deliver to the dealer up to 2,500,000 Subject Shares (or, at AA Gables 2's election, an equivalent amount of cash) on specified dates in March of 2028. The transaction is divided into four components, each comprising up to 625,000 shares of Class A Common Stock (the "Component Shares"). The number of Component Shares (or the equivalent amount of cash if AA Gables 2 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"). The number of shares of Class A Common Stock (or, in each case, the equivalent amount of cash if AA Gables 2 elects cash settlement), to be delivered to the dealer on the settlement date of each component will be determined as follows: (A) if the Settlement Price is less than or equal to $59.58 (the "Floor Price"), AA Gables 2 will deliver the Component Shares; (B) if the Settlement Price is less than or equal to $111.72 (the "Cap Price"), but greater than the Floor Price, AA Gables 2 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 (C) if the Settlement Price is greater than the Cap Price, AA Gables 2 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. In exchange for assuming this obligation, AA Gables 2 received an upfront aggregate cash payment of approximately $146.7 million. AA Gables 2 has pledged 2,500,000 AST Common Units (the "Pledged Securities") to secure its obligations under the Forward Contract. AA Gables 2 will retain voting rights in the Pledged Securities during the term of the Forward Contract. The foregoing description of the transaction does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Master Confirmation, the Supplemental Confirmation and the Pricing Notice, which are filed as Exhibits 9, 10 and 11 hereto, respectively. In connection with the Forward Contract, also on June 22, 2026, the Issuer, AST and AA Gables 2 entered into an Issuer Agreement which addresses the pledge of the Pledged Securities and certain other obligations and undertakings of the parties thereto in connection with the Forward Contract (the "Issuer Agreement"). The foregoing description of Issuer Agreement does not purport to be complete and is subject to, and qualified in its entirety by the Issuer Agreement which is filed as Exhibit 12 hereto.
Item 7.	Material to be Filed as Exhibits.
	9 Master Confirmation, dated June 22, 2026 10 Supplemental Confirmation, dated June 22, 2026* 11 Pricing Notice, dated June 22, 2026* 12 Issuer Agreement, dated June 22, 2026 *Certain portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission under a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Abel Avellan

Signature:	/s/ Abel Avellan
Name/Title:	AST SpaceMobile, Inc. Chairman and Chief Executive Officer
Date:	06/23/2026

FAQ

How many ASTS Class A shares does Abel Avellan report owning in this amendment?

Abel Avellan reports beneficial ownership of 78,252,625 shares of AST SpaceMobile Class A Common Stock, representing 20.8% of the class. This figure includes 89,547 outstanding shares and 78,163,078 shares issuable upon redemption or exchange of AST Common Units he holds.

What voting control does Abel Avellan hold in AST SpaceMobile (ASTS)?

Abel Avellan holds a 71.6% voting interest in AST SpaceMobile through his ownership of all Class C Common Stock. Class C shares carry ten votes per share but no economic rights, giving him effective control even though his economic stake in Class A is 20.8%.

What is the size of the prepaid forward transaction disclosed for ASTS?

AA Gables 2, Avellan’s wholly owned LLC, entered a variable prepaid forward covering up to 2,500,000 shares of AST SpaceMobile Class A Common Stock. In exchange for the future delivery obligation, AA Gables 2 received an upfront aggregate cash payment of approximately $146.7 million.

When does the ASTS prepaid forward transaction settle and how is the price set?

The prepaid forward settles on specified dates in March 2028. The number of shares or cash delivered depends on the volume-weighted average price on each valuation date, with a floor price of $59.58 and a cap price of $111.72 governing how many shares are ultimately delivered.

Does Abel Avellan retain voting rights on ASTS shares pledged in the forward contract?

Yes. AA Gables 2 pledged 2,500,000 AST Common Units as collateral for the forward contract but retains voting rights in the pledged securities during the term. This means Avellan maintains his voting influence over these units while the contract is outstanding.

How many ASTS shares are outstanding for calculating Avellan’s ownership percentage?

The 20.8% ownership figure uses a base of approximately 376,909,461 Class A shares. That total includes 298,746,383 shares outstanding as of May 7, 2026, plus 78,163,078 shares of Class A Common Stock issuable upon redemption or exchange of AST Common Units Avellan owns.