Rakuten entities detail AST SpaceMobile (ASTS) sales in amended 13D

Rhea-AI Filing Summary

Rakuten Mobile, Inc., Rakuten Group, Inc., and Hiroshi Mikitani filed an amended Schedule 13D reporting beneficial ownership of 21,020,155 shares of AST SpaceMobile Class A common stock, representing 7.2% of the class based on 292,637,039 shares outstanding as of February 26, 2026.

The filing states they have sole voting and dispositive power over these shares, with no shared power. It also lists several recent open-market sales under a Trading Plan, including 2,200,000 shares sold on April 22, 2026 at an average price of $84.6923 per share, along with additional sales on surrounding dates.

Insights

Equity ownership analyst

Rakuten-affiliated entities report a 7.2% AST SpaceMobile stake and detail recent planned open-market sales.

The amended Schedule 13D shows Rakuten Mobile, Inc., its parent Rakuten Group, Inc., and founder Hiroshi Mikitani as reporting persons for 21,020,155 AST SpaceMobile Class A shares, or 7.2% of the class, with sole voting and dispositive power.

The filing itemizes open-market sales made under a Trading Plan between April 17, 2026 and April 24, 2026, with trade sizes up to 2,200,000 shares and average prices ranging from $77.4017 to $87.9255 per share. These transactions reflect portfolio activity by a significant shareholder but do not alter AST SpaceMobile’s share count.

Key Figures

Beneficial ownership: 21,020,155 shares Ownership percentage: 7.2% Shares outstanding: 292,637,039 shares +3 more

6 metrics

Beneficial ownership 21,020,155 shares AST SpaceMobile Class A common stock reported by Rakuten entities

Ownership percentage 7.2% Percent of AST SpaceMobile Class A based on 292,637,039 shares

Shares outstanding 292,637,039 shares AST SpaceMobile Class A outstanding as of February 26, 2026

Sale on April 22, 2026 2,200,000 shares at $84.6923 Open-market sale under Trading Plan

Sale on April 17, 2026 860,000 shares at $87.9255 Open-market sale under Trading Plan

Sale on April 24, 2026 250,000 shares at $77.4017 Open-market sale under Trading Plan

Key Terms

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

5 terms

Schedule 13D regulatory

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

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.

beneficial owner financial

"Mr. Mikitani 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.

Trading Plan financial

"The sales set forth above were effected pursuant to the Trading Plan in open market transactions."

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.

sole voting power financial

"Sole power to vote or direct the vote: 21,020,155 shares of Class A Common Stock."

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

04/22/2026

(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

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 21,020,155.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 21,020,155.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

21,020,155.00

12

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

13

Percent of class represented by amount in Row (11)

7.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Comprised of 21,020,155 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 21,020,155.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 21,020,155.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

21,020,155.00

12

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

13

Percent of class represented by amount in Row (11)

7.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Comprised of 21,020,155 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 21,020,155.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 21,020,155.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

21,020,155.00

12

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

13

Percent of class represented by amount in Row (11)

7.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Comprised of 21,020,155 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") and amended by Amendment No. 2 filed on April 16, 2026 ("Amendment No. 2") (the Original Schedule 13D, as amended and supplemented by Amendment No. 1, Amendment No. 2, 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 5 and 6 of this Schedule 13D/A is incorporated by reference into this Item 3.
Item 5.	Interest in Securities of the Issuer
(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: 21,020,155 shares of Class A Common Stock. Percent of Class: 7.2% Number of shares the Reporting Persons have: Sole power to vote or direct the vote: 21,020,155 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: 21,020,155 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 17, 2026 Transaction: Sale Number of Shares: 860,000 Average Price Per Share: $87.9255 Date: April 20, 2026 Transaction: Sale Number of Shares: 700,000 Average Price Per Share: $79.4141 Date: April 21, 2026 Transaction: Sale Number of Shares: 800,000 Average Price Per Share: $82.7550 Date: April 22, 2026 Transaction: Sale Number of Shares: 2,200,000 Average Price Per Share: $84.6923 Date: April 23, 2026 Transaction: Sale Number of Shares: 250,000 Average Price Per Share: $79.7797 Date: April 24, 2026 Transaction: Sale Number of Shares: 250,000 Average Price Per Share: $77.4017 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 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:	04/24/2026

Hiroshi Mikitani

Signature:	/s/ Hiroshi Mikitani
Name/Title:	Hiroshi Mikitani
Date:	04/24/2026

Rakuten Group, Inc.

Signature:	/s/ Kentaro Hyakuno
Name/Title:	Kentaro Hyakuno/Representative Director, Group Senior Executive Vice President
Date:	04/24/2026

FAQ

What stake in AST SpaceMobile (ASTS) do Rakuten entities report in this Schedule 13D/A?

Rakuten Mobile, Rakuten Group, and Hiroshi Mikitani report beneficial ownership of 21,020,155 AST SpaceMobile Class A shares, representing 7.2% of the class. This percentage is based on 292,637,039 shares outstanding as of February 26, 2026, from the company’s Form 10-K.

Who is the primary holder of ASTS shares in the Rakuten group?

The filing identifies Rakuten Mobile, Inc. as the record holder of 21,020,155 AST SpaceMobile Class A shares, with sole voting and dispositive power. Rakuten Group, Inc. and Hiroshi Mikitani may be deemed beneficial owners under Rule 13d-3 but disclaim beneficial ownership except for any indirect pecuniary interest.

What recent AST SpaceMobile (ASTS) share sales are disclosed in the 13D/A?

The amendment lists open-market sales under a Trading Plan from April 17 to April 24, 2026. Individual trades include 2,200,000 shares at an average price of $84.6923 on April 22, plus additional sales of 860,000, 700,000, 800,000, 250,000, and 250,000 shares on nearby dates at stated average prices.

How is Hiroshi Mikitani’s relationship to AST SpaceMobile (ASTS) described?

Hiroshi Mikitani is described as founder, Chairman and Chief Executive Officer of Rakuten Group, Inc. and Rakuten Mobile, Inc., with voting and investment discretion over AST SpaceMobile shares held by Rakuten Mobile. He may be deemed a beneficial owner but disclaims ownership beyond any indirect pecuniary interest.

On what share count is the 7.2% ASTS ownership calculation based?

The 7.2% beneficial ownership figure is calculated using 292,637,039 AST SpaceMobile Class A shares outstanding as of February 26, 2026. That outstanding share number comes from AST SpaceMobile’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 2, 2026.

Do Rakuten entities report any special contracts or arrangements regarding ASTS shares?

The filing states the reporting persons have no contracts, arrangements, understandings, or relationships regarding AST SpaceMobile securities beyond those described in the Schedule 13D and this amendment. It specifically notes there are no additional agreements on transfer, voting, options, profit guarantees, or similar arrangements.