Equity for debt trims Avellan stake in AST SpaceMobile (ASTS)

Rhea-AI Filing Summary

AST SpaceMobile chairman Abel Avellan updated his ownership in the company’s Class A common stock. He may be deemed to beneficially own 78,163,078 shares issuable upon conversion of an equal number of AST & Science LLC common units, representing 20.8% of the Class A shares on an as-converted basis.

The filing explains that his percentage ownership fell by more than one percentage point since the prior amendment, even though he did not sell any Class A stock or other company securities and reported no transactions in the last 60 days. The decline results from increases in AST SpaceMobile’s outstanding Class A shares.

Those increases came from several actions: a registered direct issuance of 1,862,741 shares to repurchase approximately $46.5 million principal of 4.25% convertible senior notes due 2032, another 4,475,223 shares to repurchase $250.0 million principal of 2.375% convertible senior notes due 2032, 4,713,671 shares issued on exercise of penny warrants held by Ligado, and about 6.5 million shares sold under an at-the-market facility. The filing also notes Avellan’s separate 71.7% voting interest through super-voting Class C shares.

Insights

Capital structure and governance analyst

Avellan’s stake is diluted by new equity used to retire convertible debt.

AST SpaceMobile discloses that chairman Abel Avellan still beneficially owns 78,163,078 as-converted Class A shares, now equal to 20.8% of that class. The percentage dropped by over one point solely because the company issued additional Class A stock, not due to his selling.

The filing details equity-financed repurchases of $46.5 million principal of 4.25% notes and $250.0 million principal of 2.375% notes, plus shares from warrant exercises and about 6.5 million ATM shares. These moves reduce convertible debt while expanding the share count, shifting value from creditors toward equity but increasing dilution.

Avellan’s economic stake in Class A is lower as a percentage, yet he retains strong control through Class C shares giving a 71.7% voting interest. Subsequent company filings about further ATM usage, note balances, or additional equity issuance will clarify how the capital structure continues to evolve.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 17)

AST SpaceMobile, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

Abel Avellan
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)

02/27/2026

(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 Number(s):

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 78,163,078.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 78,163,078.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

78,163,078.00

12

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

13

Percent of class represented by amount in Row (11)

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) 78,163,078 shares of Class A Common Stock of AST SpaceMobile, Inc. (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. The Reporting Person did not redeem or exchange AST Common Units as of February 27, 2026. As discussed in Item 2 of the Original Filing, 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 beneficially held by the other Stockholders Parties. (2) The Percent of Class Represented by Amount in Row (13) are based upon 375,513,788 shares of Class A Common Stock outstanding comprised of (i) 297,350,710 shares of Class A Common Stock outstanding as of February 27, 2026, and (ii) 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 a 71.7% 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. 17 TO SCHEDULE 13D This Amendment No. 17 to Schedule 13D (this "Amendment No. 17") 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. 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"), as amended by 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. 17 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 and Amendment No. 16 as specifically set forth herein and is being filed solely 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 Person. 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: The information set forth in Item 6 of this Amendment No. 17 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 a result of the increase in outstanding shares of Class A Common Stock primarily due to the transactions explained in (i) to (iii) below, the percentage of outstanding shares of Class A Common Stock that the Reporting Person may be deemed to beneficially own was reduced by more than one percent (1%) of the Issuer's shares of Class A Common Stock outstanding since the filing of Amendment No. 16. Mr. Avellan did not sell any Class A Common Stock or any other securities of the Company. (i) a registered direct offering of 1,862,741 shares of the Company's Class A common stock to repurchase approximately $46.5 million principal amount of its outstanding 4.25% convertible senior notes due 2032; (ii) a registered direct offering of 4,475,223 shares of the Company's Class A common stock to repurchase $250.0 million principal amount of its outstanding 2.375% convertible senior notes due 2032; (iii) issuance of 4,713,671 shares of the Company's Class A common stock for the exercise of the penny warrants issued to Ligado pursuant to the Strategic Collaboration Term Sheet between the Company, AST & Science, LLC, Spectrum USA I, LLC, and Ligado, and (iv) the issuance and sale of approximately 6.5 million shares of Class A Common Stock under the at-the market ("ATM") facility pursuant to the Equity Distribution Agreement as described in the Issuer's prospectus supplements dated October 7, 2025. 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: 78,163,078 Percent of class: 20.8%
(b)	i. Sole power to vote or direct the vote: 78,163,078 ii. Shared power to vote: 0 iii. Sole power to dispose or direct the disposition of: 78,163,078 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, and this Amendment No. 17, 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. 17), the Reporting Person has not effected any transactions with respect to the Class A Common Stock.
(d)	None
(e)	Not applicable

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:	03/03/2026

FAQ

How many ASTS Class A shares does Abel Avellan beneficially own?

Abel Avellan may be deemed to beneficially own 78,163,078 shares of AST SpaceMobile Class A common stock on an as-converted basis. These shares are issuable upon redemption or exchange of an equal number of AST & Science LLC common units that he holds of record.

What percentage of ASTS Class A stock does Abel Avellan’s stake represent?

Abel Avellan’s beneficial ownership represents 20.8% of AST SpaceMobile’s Class A common stock. This percentage is calculated over 375,513,788 Class A shares, including currently outstanding shares and those issuable upon redemption or exchange of his 78,163,078 AST & Science LLC common units.

Did Abel Avellan sell any AST SpaceMobile (ASTS) shares in this amendment?

The amendment states that Abel Avellan did not sell any Class A common stock or other AST SpaceMobile securities. It also confirms that, aside from the changes described, he has not effected any transactions in the company’s Class A common stock during the 60 days preceding the filing.

Why did Abel Avellan’s ownership percentage in ASTS Class A shares decrease?

His percentage decreased by more than one percentage point because AST SpaceMobile increased its outstanding Class A shares. New shares were issued for convertible note repurchases, Ligado penny warrant exercises, and approximately 6.5 million shares sold under the at-the-market equity distribution program.

What debt transactions involving ASTS convertible notes are described in this filing?

AST SpaceMobile issued 1,862,741 Class A shares to repurchase about $46.5 million principal of 4.25% convertible senior notes due 2032 and 4,475,223 shares to repurchase $250.0 million principal of 2.375% convertible senior notes due 2032, reducing those outstanding note balances.

How did Ligado’s penny warrants affect AST SpaceMobile’s share count?

The filing notes issuance of 4,713,671 Class A shares upon exercise of penny warrants held by Ligado. These warrants were issued under a Strategic Collaboration Term Sheet and, when exercised, increased AST SpaceMobile’s outstanding Class A shares, contributing to the dilution of existing holders’ ownership percentages.

What is Abel Avellan’s voting power in AST SpaceMobile relative to his economic stake?

While his beneficial Class A stake is 20.8% on an as-converted basis, the filing states he holds a 71.7% voting interest in AST SpaceMobile. This enhanced voting power comes from his ownership of all outstanding Class C common stock, which carries ten votes per share and no economic rights.