AST SpaceMobile, Inc. Amended Major Shareholder Report

Vodafone Ventures Limited and Vodafone Group Plc report beneficial ownership of 14,516,197 AST SpaceMobile Class A-equivalent shares, representing 5% of the class.

Accepted by SEC EDGAR 02/17/2026 - 04:12 PM EST

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Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Vodafone Ventures Limited and Vodafone Group Plc report beneficial ownership of 14,516,197 AST SpaceMobile Class A-equivalent shares, representing 5% of the class. This consists of 5,471,743 shares of Class A Common Stock and 9,044,454 AST Common Units, plus 9,044,454 shares of Class B Common Stock.

Each AST Common Unit may be redeemed or exchanged for one Class A share or, at AST SpaceMobile’s election, a cash payment based on the Class A share value, with an equivalent number of Class B shares forfeited on exchange. The 5% figure assumes 277,628,960 Class A shares outstanding as of November 6, 2025 and conversion of the 9,044,454 AST Common Units.

The amendment states that Vodafone ceased to be a beneficial owner of more than 5% of the Class A Common Stock because the total number of AST SpaceMobile Class A shares increased, rather than due to any transactions by Vodafone. The reporting persons confirm that they have not traded AST SpaceMobile Class A stock in the past 60 days.

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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)

Vodafone Ventures Limited
Attn: Vodafone Group General Counsel, Vodafone House, The Connection
Newbury, Berkshire, X0, RG14 2FN
016-353-3251

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

01/29/2026

(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).

SCHEDULE 13D

CUSIP No.

00217D100

Name of reporting person

Vodafone Ventures Ltd

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

(a)
(b)

SEC use only

Source of funds (See Instructions)

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

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,516,197.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,516,197.00

Aggregate amount beneficially owned by each reporting person

14,516,197.00

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

Percent of class represented by amount in Row (11)

5 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

The shares reported in rows (7) - (11) consist of (i) 5,471,743 shares of Class A Common Stock (the "Class A Common Stock") of AST SpaceMobile, Inc. (the "Issuer") and (iii) 9,044,454 common units (the "AST Common Units") of AST & Science LLC ("AST OpCo"). In addition, the Reporting Person beneficially owns 9,044,454 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"). The Reporting Person may redeem or exchange one AST Common Unit for one share of Class A Common Stock or, at the election of the Issuer (in the Issuer's capacity as managing member of AST OpCo), under certain circumstances, cash payment based on the value of Class A Common Stock. At the time of any such redemption or exchange, the Reporting Person would forfeit an equivalent number of shares of Class B Common Stock to the Issuer. The percentage in row (13) assumes (i) 277,628,960 outstanding shares of Class A Common Stock as of November 6, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025 and (ii) conversion of the 9,044,454 AST Common Units referred to above into shares of Class A Common Stock.

SCHEDULE 13D

CUSIP No.

00217D100

Name of reporting person

Vodafone Group Plc

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

(a)
(b)

SEC use only

Source of funds (See Instructions)

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

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,516,197.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,516,197.00

Aggregate amount beneficially owned by each reporting person

14,516,197.00

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

Percent of class represented by amount in Row (11)

5 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

The shares reported in rows (7) - (11) consist of (i) 5,471,743 shares of Class A Common Stock and (ii) 9,044,454 AST Common Units. In addition, the Reporting Person beneficially owns 9,044,454 shares of Class B Common Stock of the Issuer. The Reporting Person may redeem or exchange one AST Common Unit for one share of Class A Common Stock or, at the election of the Issuer (in the Issuer's capacity as managing member of AST OpCo), under certain circumstances, cash payment based on the value of Class A Common Stock. At the time of any such redemption or exchange, the Reporting Person would forfeit an equivalent number of shares of Class B Common Stock to the Issuer. The percentage in row (13) assumes (i) 277,628,960 outstanding shares of Class A Common Stock as of November 6, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025 and (ii) conversion of the 9,044,454 AST Common Units referred to above into shares of Class A Common Stock.

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 1 Comment:

This Amendment No. 3 ("Amendment No. 3") to Schedule 13D amends the statement on Schedule 13D originally filed by Vodafone Ventures Limited, a private limited company organized under the laws of the United Kingdom ("VVL"), and Vodafone Group Plc, a public limited company organized under the laws of the United Kingdom (Vodafone Group Plc and, together with VVL, the "Reporting Persons") on April 16, 2021, as amended by Amendment No. 1 thereto filed on January 18, 2024 and Amendment No. 2 thereto filed on March 12, 2025 (such Schedule 13D, as amended, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D. This Amendment No. 3 is being filed to report that the Reporting Persons ceased to be a beneficial owner of more than five percent of the outstanding shares of Class A Common Stock due to an increase in the Issuer's total number of outstanding shares of Class A Common Stock and not as a result of any transactions by the Reporting Persons.

Item 2.

Identity and Background

(a)

The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached hereto.

Item 5.

Interest in Securities of the Issuer

(a)

The responses of the Reporting Persons set forth in Rows 7 through 13 of the respective cover pages to this Schedule 13D are incorporated herein by reference.

(b)

The responses of the Reporting Persons set forth in Rows 7 through 13 of the respective cover pages to this Schedule 13D are incorporated herein by reference.

(c)

The Reporting Persons have not effected any transactions with respect to the Class A Common Stock within the past 60 days.

(d)

None

(e)

The Reporting Persons ceased to be the beneficial owner of more than 5% of the Issuer's Class A Common Stock as a result of an increase is the number of outstanding shares of the class, as reported by the Issuer, effective November 10, 2025 and not as a result of any transactions by the Reporting Persons.

Item 7.

Material to be Filed as Exhibits.

Exhibit 1: Joint Filing Agreement dated April 16, 2021 (incorporated by reference to Exhibit 1 to the Statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission ("SEC") on April 16, 2021)

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.

Vodafone Ventures Ltd