AST SpaceMobile Announces Major Repurchase of Convertible Notes and Significant Equity Offerings

Key Developments Investors Should Know

• AST SpaceMobile, Inc. completed the repurchase of approximately \$46.5 million in principal of its 4.25% convertible senior notes due 2032.
• The company also repurchased \$250.0 million in principal amount of its 5.50% convertible senior notes due 2030.
• These repurchases were funded with proceeds from concurrent equity offerings totaling over 6.3 million shares of Class A common stock, raising roughly \$615 million.
• The equity offerings were priced at \$96.92 per share and closed on February 20 and February 23, 2026.
• The company’s Class A common stock continues to trade under the symbol ASTS on NASDAQ.

Details of the Transactions

On February 20 and February 23, 2026, AST SpaceMobile, Inc. (the “Company”) executed the repurchase of a total of approximately \$296.5 million in principal amount of its outstanding convertible senior notes:

• \$46.5 million of 4.25% convertible senior notes due 2032
• \$250.0 million of 5.50% convertible senior notes due 2030

The repurchases were funded from cash on hand and, crucially, with net proceeds from two significant registered direct equity offerings:

• 1,862,741 shares of Class A common stock
• 4,475,223 shares of Class A common stock
• Each share was sold at a price of \$96.92
• Closings occurred on February 20 and February 23, 2026, respectively

In connection with these offerings, AST SpaceMobile entered into separate, privately negotiated share purchase agreements with noteholders.

Potential Implications for Shareholders

• Balance Sheet Impact: The repurchase of nearly \$300 million in convertible notes is a significant deleveraging event, reducing future interest expenses and potentially lowering dilution from future note conversions.
• Equity Dilution: The issuance of more than 6.3 million new Class A shares at \$96.92 per share will dilute existing shareholders, but the high offering price signals strong demand and confidence from large investors.
• Share Price Sensitivity: Such a large equity issuance and debt repurchase could lead to increased share price volatility. The move to reduce debt and strengthen the balance sheet may be viewed as positive, but dilution risks should be carefully weighed by investors.
• Strategic Flexibility: By reducing outstanding convertible debt, AST SpaceMobile is improving its ability to raise additional capital or pursue future strategic initiatives without as much overhang from existing convertible instruments.
• Regulatory Compliance: The offerings were made under a shelf registration statement effective since September 2024, ensuring full compliance with SEC regulations.

What This Means for AST SpaceMobile Investors

Investors should closely monitor how the repurchase of convertible notes and the resulting changes to AST SpaceMobile’s capital structure affect its financial health and market valuation. The company’s ability to sell shares at a premium price and pay down debt demonstrates market confidence but comes with the trade-off of dilution. These actions are likely to be viewed as material events and could have a significant impact on the company’s share price in the near term.

AST SpaceMobile remains listed on NASDAQ under the ticker ASTS, and these developments may influence trading activity and investor sentiment.

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