AST SpaceMobile (NASDAQ: ASTS) holder Rakuten reports 5.3% stake

Rhea-AI Filing Summary

AST SpaceMobile, Inc. received an amended Schedule 13D from Rakuten Mobile, Inc., Rakuten Group, Inc. and Hiroshi Mikitani reporting their current position in the company’s Class A common stock. The group is deemed to beneficially own 15,510,078 shares, representing 5.3% of the class, based on 292,637,039 shares outstanding as of February 26, 2026.

The filing states that a pre‑established Trading Plan has been completed and that all “Sale Shares” were sold under this plan in open‑market transactions. Between April 27 and May 5, 2026, the reporting persons executed multiple sales ranging from 70,500 to 1,800,000 shares at average prices between about $65 and $76 per share. Rakuten Group and Mr. Mikitani may be deemed beneficial owners through Rakuten Mobile but each formally disclaims beneficial ownership except for any indirect pecuniary interest.

Insights

Equity ownership & governance analyst

Rakuten completes trading plan sales but retains a 5.3% AST SpaceMobile stake.

The amendment shows Rakuten Mobile, its parent Rakuten Group, and founder Hiroshi Mikitani now report beneficial ownership of 15,510,078 AST SpaceMobile Class A shares, or 5.3% of the class, using the company’s 292,637,039 shares outstanding as the base.

The filing notes that a pre‑arranged Trading Plan has been fully executed, with several open‑market sales between April 27 and May 5, 2026 at average prices from about $65 to $76 per share. These were structured transactions rather than ad‑hoc market moves.

Rakuten Group and Mr. Mikitani are deemed beneficial owners under Rule 13d‑3 because of their control over Rakuten Mobile, but both disclaim beneficial ownership beyond any indirect pecuniary interest. Subsequent ownership changes, if any, would appear in future beneficial‑ownership updates.

Key Figures

Beneficial ownership: 15,510,078 shares Ownership percentage: 5.3% Shares outstanding: 292,637,039 shares +3 more

6 metrics

Beneficial ownership 15,510,078 shares Class A common stock beneficially owned by reporting persons

Ownership percentage 5.3% Percent of AST SpaceMobile Class A shares outstanding

Shares outstanding 292,637,039 shares Class A shares outstanding as of February 26, 2026 (Form 10-K)

Sale on April 27, 2026 400,000 shares at $76.3098 Open-market sale under Trading Plan

Sale on April 30, 2026 1,800,000 shares at $73.2644 Largest single disclosed open-market sale

Sale on May 5, 2026 969,577 shares at $65.3255 Open-market sale near lower end of disclosed price range

Key Terms

Schedule 13D, Trading Plan, beneficial owner, Rule 13d-3, +1 more

5 terms

Schedule 13D regulatory

"This /A amends and supplements the filed by the Reporting Persons on April 6, 2021"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Trading Plan financial

"The Trading Plan has been completed. All Sale Shares have been sold pursuant to the Trading Plan."

A trading plan is a written set of rules an investor follows about what to buy or sell, when to enter and exit positions, and how much risk to accept—like a travel itinerary that maps the route, stops, and budget before a trip. It matters because it helps remove emotional decisions during market swings, enforces discipline, and makes performance easier to review and improve, reducing the chance of costly impulsive moves.

beneficial owner financial

"may be deemed to be the beneficial owner of the securities beneficially owned by Rakuten Mobile."

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.

Rule 13d-3 regulatory

"By reason of the provisions of Rule 13d-3, as amended, Mr. Mikitani may be deemed to be the beneficial owner"

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.

pecuniary interest financial

"hereby disclaims beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein."

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

AST SpaceMobile, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

00217D100

(CUSIP Number)

Hiroshi Mikitani
c/o Rakuten Mobile, Inc., 1-14-1 Tamagawa, Setagaya-Ku
Tokyo, M0, 158-0094
81-50-5581-6910

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

05/01/2026

(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

Rakuten Mobile, Inc.

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)

OO

5

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

6

Citizenship or place of organization

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 15,510,078.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 15,510,078.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

15,510,078.00

12

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

13

Percent of class represented by amount in Row (11)

5.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Comprised of 15,510,078 shares of Class A Common Stock of the Issuer. As discussed in Item 2 of this Schedule 13D/A, the other Stockholder Parties (as defined herein) are not included as reporting persons in this Schedule 13D/A, and the Reporting Persons expressly disclaim beneficial ownership of the shares of Class A Common Stock held by the other Stockholder Parties. (2) Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 292,637,039 shares of Class A Common Stock outstanding as of February 26, 2026, as reported in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed by the Issuer with the SEC on March 2, 2026 (the "Form 10-K").

SCHEDULE 13D

CUSIP Number(s): 00217D100

1

Name of reporting person

Hiroshi Mikitani

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)

OO

5

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

6

Citizenship or place of organization

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 15,510,078.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 15,510,078.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

15,510,078.00

12

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

13

Percent of class represented by amount in Row (11)

5.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Comprised of 15,510,078 of Class A Common Stock of the Issuer. Hiroshi Mikitani ("Mr. Mikitani") is the founder, Chairman and Chief Executive Officer of Rakuten Group, Inc. ("Rakuten Group") and Rakuten Mobile, Inc. ("Rakuten Mobile") and has voting and investment discretion with respect to the securities held of record by Rakuten Mobile. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Mikitani may be deemed to be the beneficial owner of the securities beneficially owned by Rakuten Mobile. Mr. Mikitani hereby disclaims beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein. As discussed in Item 2 of this Schedule 13D, the other Stockholder Parties (as defined herein) 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 held by the other Stockholder Parties. (2) Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 292,637,039 shares of Class A Common Stock outstanding as of February 26, 2026, as reported in the Annual Report on Form 10-K.

SCHEDULE 13D

CUSIP Number(s): 00217D100

1

Name of reporting person

Rakuten Group, Inc.

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)

OO

5

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

6

Citizenship or place of organization

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 15,510,078.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 15,510,078.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

15,510,078.00

12

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

13

Percent of class represented by amount in Row (11)

5.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Comprised of 15,510,078 of Class A Common Stock of the Issuer. Rakuten Mobile is a wholly-owned subsidiary of Rakuten Group. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Rakuten Group may be deemed to be the beneficial owner of the securities beneficially owned by Rakuten Mobile. Rakuten Group hereby disclaims beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein. As discussed in Item 2 of this Schedule 13D, the other Stockholder Parties (as defined herein) 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 held by the other Stockholder Parties. (2) Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 292,637,039 shares of Class A Common Stock outstanding as of February 26, 2026, as reported in the Annual Report on Form 10-K.

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: c/o Rakuten Mobile, Inc., 1-14-1 Tamagawa, Setagaya-Ku, Tokyo, JAPAN , 158-0094.
Item 1 Comment: This Schedule 13D/A (this "Schedule 13D/A") amends and supplements the Schedule 13D filed by the Reporting Persons (as defined below) on April 6, 2021 (the "Original Schedule 13D"), as amended by Amendment No.1 filed on October 10, 2024 ("Amendment No. 1"), as amended by Amendment No. 2 filed on April 16, 2026 ("Amendment No. 2") and as amended by Amendment No. 3 filed on April 24, 2026 ("Amendment No. 3") (the Original Schedule 13D, as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Schedule 13D/A, the "Schedule 13D") with respect to the Class A Common Stock. Capitalized terms used in this Schedule 13D/A and not defined herein shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Original Schedule 13D is hereby amended to add the following: The information set forth in Items 4, 5 and 6 of this Schedule 13D/A is incorporated by reference into this Item 3.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended to add the following: The Trading Plan has been completed. All Sale Shares have been sold pursuant to the Trading Plan.
Item 5.	Interest in Securities of the Issuer
(a)	(a) Item 5 of the Original Schedule 13D is hereby amended to add the following: Mr. Mikitani is the founder, Chairman and Chief Executive Officer of Rakuten Group and Rakuten Mobile and has voting and investment discretion with respect to the securities held of record by Rakuten Mobile. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Mikitani may be deemed to be the beneficial owner of the securities beneficially owned by Rakuten Mobile. Mr. Mikitani hereby disclaims beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein. Amount beneficially owned: 15,510,078 shares of Class A Common Stock. Percent of Class: 5.3% Number of shares the Reporting Persons have: Sole power to vote or direct the vote: 15,510,078 shares of Class A Common Stock. Each share of Class A Common Stock carries one vote per share. Shared power to vote: 0 Sole power to dispose or direct the disposition of: 15,510,078 shares of Class A Common Stock. Shared power to dispose or direct the disposition of: 0 Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 292,637,039 shares of Class A Common Stock outstanding as of February 26, 2026, as reported in the Annual Report on Form 10-K.
(c)	Except as described in this Schedule 13D/A, during the past 60 days, the Reporting Persons effected the following transactions with respect to Class A Common Stock: Date: April 27, 2026 Transaction: Sale Number of Shares: 400,000 Average Price Per Share: $76.3098 Date: April 28, 2026 Transaction: Sale Number of Shares: 430,000 Average Price Per Share: $73.9463 Date: April 29, 2026 Transaction: Sale Number of Shares: 70,500 Average Price Per Share: $70.3395 Date: April 30, 2026 Transaction: Sale Number of Shares: 1,800,000 Average Price Per Share: $73.2644 Date: May 1, 2026 Transaction: Sale Number of Shares: 870,000 Average Price Per Share: $72.0739 Date: May 4, 2026 Transaction: Sale Number of Shares: 970,000 Average Price Per Share: $69.2240 Date: May 5, 2026 Transaction: Sale Number of Shares: 969,577 Average Price Per Share: $65.3255 The sales set forth above were effected pursuant to the Trading Plan in open market transactions.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth or incorporated by reference in Items 3, 4 and 5 of this Schedule 13D/A is incorporated by reference in its entirety into this Item 6. Except as set forth in the Schedule 13D, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

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.

Rakuten Mobile, Inc.

Signature:	/s/ Atsushi Maeda
Name/Title:	Atsushi Maeda/Director, Executive Vice President and Chief Financial Officer
Date:	05/05/2026

Hiroshi Mikitani

Signature:	/s/ Hiroshi Mikitani
Name/Title:	Hiroshi Mikitani
Date:	05/05/2026

Rakuten Group, Inc.

Signature:	/s/ Kentaro Hyakuno
Name/Title:	Kentaro Hyakuno/Representative Director, Group Senior Executive Vice President
Date:	05/05/2026

FAQ

How many AST SpaceMobile (ASTS) shares do Rakuten entities currently report owning?

Rakuten Mobile, Inc. and related reporting persons report beneficial ownership of 15,510,078 AST SpaceMobile Class A shares, representing 5.3% of the class. This percentage is based on 292,637,039 shares outstanding as of February 26, 2026, per AST SpaceMobile’s Form 10-K.

What trading plan did the AST SpaceMobile (ASTS) Schedule 13D/A describe for Rakuten?

The filing states that a pre‑established Trading Plan has been completed and that all defined “Sale Shares” were sold under this plan. The sales were carried out as open‑market transactions, indicating they followed a structured, pre‑arranged program rather than discretionary one‑off trades.

What AST SpaceMobile (ASTS) stock sales were reported between April 27 and May 5, 2026?

The reporting persons disclosed multiple open‑market sales of AST SpaceMobile Class A stock between April 27 and May 5, 2026. Individual trades ranged from 70,500 to 1,800,000 shares, at average prices between approximately $65.33 and $76.31 per share, all executed under the Trading Plan.

What is the largest single-day AST SpaceMobile (ASTS) sale disclosed in the amendment?

The largest single-day sale disclosed occurred on April 30, 2026, when the reporting persons sold 1,800,000 AST SpaceMobile Class A shares at an average price of $73.2644 per share. This transaction, like the others listed, was executed as an open‑market sale under the Trading Plan.

How is the 5.3% AST SpaceMobile (ASTS) ownership percentage calculated in this filing?

The 5.3% figure reflects 15,510,078 Class A shares beneficially owned divided by 292,637,039 Class A shares outstanding. The outstanding share count is taken from AST SpaceMobile’s Annual Report on Form 10-K for the year ended December 31, 2025, which reported that figure as of February 26, 2026.

How are Hiroshi Mikitani and Rakuten Group related to AST SpaceMobile (ASTS) holdings?

AST SpaceMobile shares are held of record by Rakuten Mobile, Inc., a wholly owned subsidiary of Rakuten Group, Inc.. Hiroshi Mikitani, founder and CEO of Rakuten Group and Rakuten Mobile, has voting and investment discretion over these securities, so he and Rakuten Group may be deemed beneficial owners under Rule 13d‑3.