FULLTEXT DEL 1 AV 2
10-Q – 2025-11-10 – asts-20250930.htm
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SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39040 AST SPACEMOBILE, INC. (Exact name of registrant as specified in its charter) Delaware 84-2027232 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Midland Intl. Air & Space Port 2901 Enterprise Lane Midland , Texas 79706 (Address of principal executive offices) (Zip Code) ( 432 ) 276-3966 (Registrant’s telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value $0.0001 per share ASTS The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒ As of November 6, 2025 there were 277,628,960 s hares of Class A common stock, $0.0001 par value, 11,227,292 shares of Class B common stock, $0.0001 par value, and 78,163,078 shares of Class C common stock, $0.0001 par value, issued and outstanding. AST SPACEMOBILE, INC. FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025 TABLE OF CONTENTS Page Part I. Financial Information 1 Item 1. Financial Statements 1 Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (Unaudited) 1 Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (Unaudited) 2 Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2025 and 2024 (Unaudited) 3 Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024 (Unaudited) 4 Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (Unaudited) 6 Notes to Condensed Consolidated Financial Statements (Unaudited) 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 3. Quantitative and Qualitative Disclosures About Market Risk 47 Item 4. Controls and Procedures 47 Part II. Other Information 48 Item 1. Legal Proceedings 48 Item 1A. Risk Factors 48 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 48 Item 3. Defaults Upon Senior Securities 48 Item 4. Mine Safety Disclosures 48 Item 5. Other Information 49 Item 6. Exhibits 50 Signatures 51 i PART I - FINANC IAL INFORMATION Item 1. Financial Statements. AST SPACEMOBILE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Dollars in thousands, except share data) As of September 30, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 1,204,282 $ 564,988 Restricted cash 15,841 2,546 Accounts receivable, net 11,491 1,400 Inventory 10,885 1,062 Prepaid expenses 9,267 7,887 Other current assets 25,237 22,363 Total current assets 1,277,003 600,246 Non-current assets: Property and equipment, net 1,007,844 337,669 Intangible assets, net 213,766 - Operating lease right-of-use assets, net 15,482 14,014 Other non-current assets 36,807 2,632 TOTAL ASSETS $ 2,550,902 $ 954,561 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 50,707 $ 17,004 Accrued expenses and other current liabilities 48,717 12,195 Current contract liabilities 23,067 41,968 Current operating lease liabilities 2,137 1,856 Current portion of long-term debt 8,947 2,919 Total current liabilities 133,575 75,942 Non-current liabilities: Warrant liabilities 4,616 41,248 Non-current operating lease liabilities 13,771 12,652 Non-current contract liabilities 43,497 - Long-term debt, net 697,628 155,573 Other non-current liabilities 31,797 - Total liabilities 924,884 285,415 Commitments and contingencies (Note 8) Stockholders' Equity: Class A Common Stock, $ .0001 par value; 800,000,000 shares authorized; 271,981,894 and 208,173,198 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively. 26 20 Class B Common Stock, $ .0001 par value; 200,000,000 shares authorized; 11,227,292 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively. 4 4 Class C Common Stock, $ .0001 par value; 125,000,000 shares authorized; 78,163,078 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively. 8 8 Additional paid-in capital 1,996,974 969,004 Accumulated other comprehensive income (loss) 1,174 ( 176 ) Accumulated deficit ( 757,719 ) ( 489,745 ) Noncontrolling interest 385,551 190,031 Total stockholders' equity 1,626,018 669,146 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,550,902 $ 954,561 See accompanying notes to the unaudited condensed consolidated financial statements 1 AST SPACEMOBILE, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Dollars in thousands, except share and per share data) For The Three Months Ended September 30, For The Nine Months Ended September 30, 2025 2024 2025 2024 Revenues $ 14,739 $ 1,100 $ 16,613 $ 2,500 Operating expenses: Cost of revenues (exclusive of items shown below) 5,511 - 5,803 - Engineering services costs 40,836 21,828 96,346 62,546 General and administrative costs 29,822 15,551 75,448 45,677 Research and development costs 5,530 14,724 19,058 23,435 Depreciation and amortization 12,716 14,543 35,394 54,880 Total operating expenses 94,415 66,646 232,049 186,538 Other (expense) income: Gain (loss) on remeasurement of warrant liabilities 2,938 ( 236,912 ) ( 65,300 ) ( 284,839 ) Interest expense ( 7,545 ) ( 5,400 ) ( 17,938 ) ( 14,732 ) Interest income 12,239 4,014 28,452 8,886 Other (expense) income, net ( 91,409 ) 1,410 ( 91,852 ) 1,661 Total other (expense) income, net ( 83,777 ) ( 236,888 ) ( 146,638 ) ( 289,024 ) Loss before income tax expense ( 163,453 ) ( 302,434 ) ( 362,074 ) ( 473,062 ) Income tax expense ( 374 ) ( 646 ) ( 1,284 ) ( 1,172 ) Net loss before allocation to noncontrolling interest ( 163,827 ) ( 303,080 ) ( 363,358 ) ( 474,234 ) Net loss attributable to noncontrolling interest ( 40,953 ) ( 131,134 ) ( 95,384 ) ( 210,008 ) Net loss attributable to common stockholders $ ( 122,874 ) $ ( 171,946 ) $ ( 267,974 ) $ ( 264,226 ) Net loss per share attributable to holders of Class A Common Stock Basic and diluted $ ( 0.45 ) $ ( 1.10 ) $ ( 1.09 ) $ ( 1.89 ) Weighted-average number of shares Basic and diluted 272,831,168 155,644,888 246,490,060 139,485,036 See accompanying notes to the unaudited condensed consolidated financial statements 2 AST SPACEMOBILE, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) (Dollars in thousands) For The Three Months Ended September 30, For The Nine Months Ended September 30, 2025 2024 2025 2024 Net loss before allocation to noncontrolling interest $ ( 163,827 ) $ ( 303,080 ) $ ( 363,358 ) $ ( 474,234 ) Other comprehensive income (loss) Foreign currency translation adjustments 105 529 1,883 190 Total other comprehensive income (loss) 105 529 1,883 190 Total comprehensive loss before allocation to noncontrolling interest ( 163,722 ) ( 302,551 ) ( 361,475 ) ( 474,044 ) Comprehensive loss attributable to noncontrolling interest ( 40,914 ) ( 130,906 ) ( 94,851 ) ( 209,944 ) Comprehensive loss attributable to common stockholders $ ( 122,808 ) $ ( 171,645 ) $ ( 266,624 ) $ ( 264,100 ) See accompanying notes to the unaudited condensed consolidated financial statements 3 AST SPACEMOBILE, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) (Dollars in thousands, except share data) Class A Common Stock Class B Common Stock Class C Common Stock Additional Accumulated Other Shares Values Shares Values Shares Values Paid-in Capital Comprehensive Income (Loss) Accumulated Deficit Noncontrolling Interest Total Equity Balance, June 30, 2025 250,511,819 $ 24 11,227,292 $ 4 78,163,078 $ 8 $ 1,501,070 $ 1,108 $ ( 634,845 ) $ 290,381 $ 1,157,750 Stock-based compensation - - - - - - 13,920 - - 67 13,987 Issuance of common stock, net of issuance costs 2,476,311 - - - - - 86,401 - - 26,129 112,530 Issuance of equity under employee stock plan 78,883 - - - - - 145 - - 706 851 Issuance of equity to acquire spectrum priority rights 581,395 - - - - - 20,183 - - 5,817 26,000 Vesting of restricted stock units 486,351 - - - - - ( 7,290 ) - - ( 3,142 ) ( 10,432 ) Capped call - - - - - - ( 40,348 ) - - ( 13,702 ) ( 54,050 ) 2032 4.25 % Convertible Notes settlement 15,225,903 2 - - - - 343,034 - - 98,138 441,174 Warrant exercise 2,294,380 - - - - - 78,875 - - 23,055 101,930 Redemption of AST LLC Common Units for Class A Common Stock 326,852 - - - - - 984 - - ( 984 ) - Foreign currency translation adjustments - - - - - - - 66 - 39 105 Net loss - - - - - - - - ( 122,874 ) ( 40,953 ) ( 163,827 ) Balance, September 30, 2025 271,981,894 $ 26 11,227,292 $ 4 78,163,078 $ 8 $ 1,996,974 $ 1,174 $ ( 757,719 ) $ 385,551 $ 1,626,018 Class A Common Stock Class B Common Stock Class C Common Stock Additional Accumulated Other Shares Values Shares Values Shares Values Paid-in Capital Comprehensive Income (Loss) Accumulated Deficit Noncontrolling Interest Total Equity Balance, December 31, 2024 208,173,198 $ 20 11,227,292 $ 4 78,163,078 $ 8 $ 969,004 $ ( 176 ) $ ( 489,745 ) $ 190,031 $ 669,146 Stock-based compensation - - - - - - 32,065 - - 273 32,338 Issuance of common stock, net of issuance costs 16,523,766 1 - - - - 426,409 - - 138,933 565,343 Issuance of equity under employee stock plan 847,354 - - - - - 4,259 - - 3,784 8,043 Issuance of equity to acquire spectrum priority rights 581,395 - - - - - 20,183 - - 5,817 26,000 Vesting of restricted stock units 1,174,938 - - - - - ( 12,880 ) - - ( 5,799 ) ( 18,679 ) Issuance of penny warrants - - - - - - 89,196 - - 31,960 121,156 Capped call - - - - - - ( 72,036 ) - - ( 26,542 ) ( 98,578 ) 2034 Convertible Notes settlement 25,818,541 3 - - - - 115,601 - - 24,016 139,620 2032 4.25 % Convertible Notes settlement 15,225,903 2 - - - - 343,034 - - 98,138 441,174 Warrant exercise 2,294,380 - - - - - 78,875 - - 23,055 101,930 Redemption of AST LLC Common Units for Class A Common Stock 1,342,419 - - - - - 3,264 - - ( 3,264 ) - Foreign currency translation adjustments - - - - - - - 1,350 - 533 1,883 Net loss - - - - - - - - ( 267,974 ) ( 95,384 ) ( 363,358 ) Balance, September 30, 2025 271,981,894 $ 26 11,227,292 $ 4 78,163,078 $ 8 $ 1,996,974 $ 1,174 $ ( 757,719 ) $ 385,551 $ 1,626,018 4 AST SPACEMOBILE, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) (Dollars in thousands, except share data) Class A Common Stock Class B Common Stock Class C Common Stock Additional Accumulated Other Shares Values Shares Values Shares Values Paid-in Capital Comprehensive Income Accumulated Deficit Noncontrolling Interest Total Equity Balance, June 30, 2024 148,751,110 $ 15 39,747,447 $ 4 78,163,078 $ 8 $ 427,096 $ 52 $ ( 281,942 ) $ 96,637 $ 241,870 Stock-based compensation - - - - - - 6,683 - - 127 6,810 Issuance of common stock, net of issuance costs 6,463,549 1 - - - - 86,101 - - 58,774 144,876 Issuance of equity under employee stock plan 356,497 - - - - - 1,813 - - 1,140 2,953 Vesting of restricted stock units 372,824 - - - - - ( 1,948 ) - - ( 137 ) ( 2,085 ) Warrant exercises 13,971,450 1 - - - - 242,570 - - 168,357 410,928 Redemption of AST LLC Common Units for Class A Common Stock 123,875 - - - - - 111 - - ( 111 ) - Foreign currency translation adjustments - - - - - - - 301 - 228 529 Net loss - - - - - - - - ( 171,946 ) ( 131,134 ) ( 303,080 ) Balance, September 30, 2024 170,039,305 $ 17 39,747,447 $ 4 78,163,078 $ 8 $ 762,426 $ 353 $ ( 453,888 ) $ 193,881 $ 502,801 Class A Common Stock Class B Common Stock Class C Common Stock Additional Accumulated Other Shares Values Shares Values Shares Values Paid-in Capital Comprehensive Income Accumulated Deficit Noncontrolling Interest Total Equity Balance, December 31, 2023 90,161,309 $ 9 50,041,757 $ 5 78,163,078 $ 8 $ 288,404 $ 227 $ ( 189,662 ) $ 114,568 $ 213,559 Stock-based compensation - - - - - - 15,396 - - 5,221 20,617 Issuance of common stock, net of issuance costs 53,285,479 6 - - - - 205,049 - - 126,953 332,008 Issuance of equity under employee stock plan 362,541 - - - - - 1,908 - - 1,150 3,058 Vesting of restricted stock units 1,194,327 - - - - - ( 2,641 ) - - ( 684 ) ( 3,325 ) Warrant exercises 13,971,450 1 242,570 168,357 410,928 Redemption of AST LLC Common Units for Class A Common Stock 11,064,199 1 ( 10,294,310 ) ( 1 ) - - 11,740 - - ( 11,740 ) - Foreign currency translation adjustments - - - - - - - 126 - 64 190 Net loss - - - - - - - - ( 264,226 ) ( 210,008 ) ( 474,234 ) Balance, September 30, 2024 170,039,305 $ 17 39,747,447 $ 4 78,163,078 $ 8 $ 762,426 $ 353 $ ( 453,888 ) $ 193,881 $ 502,801 See accompanying notes to the unaudited condensed consolidated financial statements 5 AST SPACEMOBILE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Dollars in thousands) For The Nine Months Ended September 30, 2025 2024 Cash flows from operating activities: Net loss before allocation to noncontrolling interest $ ( 363,358 ) $ ( 474,234 ) Adjustments to reconcile net loss before noncontrolling interest to cash used in operating activities: Depreciation and amortization 35,394 54,880 Amortization of debt issuance costs 1,206 3,047 Amortization of debt commitment fee 1,833 - Loss on disposal of property and equipment 1,045 2,221 Induced conversion expense on convertible notes 84,317 - Loss on remeasurement of warrant liabilities 65,300 284,839 Stock-based compensation 32,338 20,617 Non-cash interest expense 845 2,959 Changes in operating assets and liabilities: Accounts receivable ( 10,091 ) - Prepaid expenses and other current assets ( 5,148 ) ( 7,079 ) Inventory ( 9,823 ) ( 861 ) Accounts payable and accrued expenses 17,728 ( 7,998 ) Operating lease right-of-use assets and operating lease liabilities ( 83 ) 357 Contract liabilities 24,597 22,468 Other assets and liabilities ( 12,586 ) 1,081 Net cash used in operating activities ( 136,486 ) ( 97,703 ) Cash flows from investing activities: Purchase of property and equipment ( 669,045 ) ( 92,095 ) Purchase of spectrum intangibles ( 27,961 ) - Net cash used in investing activities ( 697,006 ) ( 92,095 ) Cash flows from financing activities: Proceeds from debt 1,043,779 145,000 Repayments of debt ( 2,940 ) ( 187 ) Payment for debt issuance costs ( 5,907 ) ( 9,435 ) Proceeds from issuance of common stock 576,617 338,911 Payments for third party equity issuance costs ( 11,304 ) ( 6,903 ) Proceeds from warrants exercises - 153,307 Issuance of equity under employee stock plan 8,043 3,058 Employee taxes paid for stock-based compensation awards ( 18,679 ) ( 3,325 ) Purchase of capped call transactions ( 98,578 ) - Payments for debt commitment fee ( 11,000 ) - Proceeds from share issuances to repurchase 2032 4.25% convertible notes 849,827 - Payments for repurchase of 2032 4.25% convertible notes ( 842,805 ) - Net cash provided by financing activities 1,487,053 620,426 Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 972 ) 161 Net increase in cash, cash equivalents and restricted cash 652,589 430,789 Cash, cash equivalents and restricted cash, beginning of period 567,534 88,097 Cash, cash equivalents and restricted cash, end of period $ 1,220,123 $ 518,886 Supplemental disclosure of cash flow information: Non-cash activities: Right-of-use assets obtained in exchange for operating lease liabilities $ 3,204 $ - Non-cash investing and financing activities: Purchases of property and equipment in accounts payable and accrued expenses $ 43,726 $ 5,086 PIK interest paid through issuance of PIK notes 497 2,959 Deferred asset acquisition costs paid by issuance of penny warrants 121,156 - Spectrum intangibles acquisition costs accrued or paid by issuance of shares 64,649 - 2034 Convertible Notes settled by issuance of Class A Common Stock 139,620 - Settlement of warrant liabilities by issuing shares 101,930 257,337 Cash paid for: Interest $ 4,215 $ 6,694 Income taxes, net 1,662 1,135 See accompanying notes to the unaudited condensed consolidated financial statements 6 AST SPACEMOBILE, INC. NOTES TO CONDENSED CONSOL IDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (Unaudited) 1. Organization and Nature of Operations AST SpaceMobile, Inc., collectively with its subsidiaries (“SpaceMobile” or the “Company”), is currently designing, developing and manufacturing the constellation of BlueBird (“BB”) satellites and has begun launching its planned space-based Cellular Broadband network distributed through a constellation of low Earth orbit (“LEO”) satellites. Once deployed and operational, the BB satellites are designed to provide connectivity directly to off-the-shelf and unmodified devices at broadband speeds (the “SpaceMobile Service”), and be accessible for other applications for government use. At that point, the Company intends to offer the SpaceMobile Service to cellular subscribers and others through wholesale commercial agreements with cellular service providers. The Company also intends to leverage its patented technology, including large phased array and high power capability of its BB satellites, for a variety of applications in the government sector. The Company is headquartered in Texas where it operates more than 200,000 square feet of satellite assembly, integrating and testing (“AIT”) facilities. The Company’s intellectual property (“IP”) portfolio is diverse, containing numerous and various innovations of the direct-to-cell satellite ecosystem from space to Earth. The Company’s IP portfolio consists of 36 patent families worldwide. As of September 30, 2025, the Company has approximately 3,800 pat ent and patent pending claims worldwide, of which approximately 1,800 have been officially granted or allowed. The Company launched its Blue Walker 3 (“BW3”) test satellite on September 10, 2022, and announced the completion of the deployment of the communication phased array antenna of the BW3 test satellite in orbit on November 14, 2022. Using the BW3 test satellite, the Company successfully completed two-way 5G voice calls directly to standard unmodified smartphones, achieved repeated successful download speeds of above 21 megabits per second (“Mbps”) to standard unmodified smartphones and spectral efficiency of approximately 3 bits per second per hertz. The Company has also successfully completed initial in-orbit and ground testing for non-communication government applications. The Company intends to continue testing capabilities of the BW3 test satellite, including further testing with cellular service providers and the government. The Company launched five first generation commercial BB satellites (“Block 1 BB satellites”) on September 12, 2024. The Block 1 BB satellites are of similar size and weight to the BW3 test satellite and have ten times higher throughput than the BW3 test satellite. In October 2024, the Company completed the deployment of the communication phased array antennas and Q/V antennas in orbit and performed a series of monitoring tests and activities to confirm the successful initial operations of the Block 1 BB satellites. In January 2025, the Company successfully made the first video call from space with Vodafone using standard unmodified 4G/5G smartphones. In February 2025, the Company completed the voice and video calls tests on standard unmodified smartphones with AT&T and Verizon in the U.S. and also completed the tests for non-communication applications for the United States government. All five Block 1 BB satellites have participated in the tests at various stages. In April 2025, together with Rakuten Mobile, Inc., the Company successfully conducted a two-way broadband video call in front of a live audience using unmodified smartphones on the SpaceMobile network enabled by a Block 1 BB satellite in orbit today. On July 21, 2025, the Company and AT&T made the first-ever Voice over LTE (“VoLTE”) call and short message service over satellite using AT&T’s spectrum and core network with a standard unmodified cell phone. On October 2, 2025, together with Bell Canada, the Company achieved Canada’s first-ever space-based 4G VoLTE voice call, broadband data connection, and video streaming using everyday smartphones. The Company has deployed and released many fixed cells over the continental U.S. to our MNO and Original Equipment Manufacturer partners as the reference cells for routing testing. The Company expects to continue testing for SpaceMobile Service automation including beta testing prior to rollout of initial noncontinuous SpaceMobile Service in select markets including the United States, Europe, and Japan. On April 6, 2021, the Company completed a business combination (the “Business Combination”) with AST & Science, LLC (“AST LLC”). Following the consummation of the Business Combination, the Company is organized in an “Up-C” structure in which the business is operated by AST LLC and its subsidiaries and in which the Company's only direct assets consist of equity interests in AST LLC. As the managing member of AST LLC, the Company has full discretion to manage and control the business of AST LLC and to take all action it deems necessary to accomplish the purposes of AST LLC. The Company’s Class A Common Stock is listed on the Nasdaq Capital Market under the symbol “ASTS.” The Company operates from multiple locations that include its corporate headquarters and over 200,000 square feet of AIT facilities in Texas where the final AIT is performed, engineering and development centers in the United States, India and Scotland, and engineering, development and production centers in Spain and Israel. 7 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the requirements of the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements include the accounts of the Company, AST LLC and its subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. Certain comparative amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal and recurring adjustments) necessary to fairly state the unaudited condensed consolidated financial statements. As the Company is the sole managing member of AST LLC and has full, exclusive and complete discretion to manage and control the business of AST LLC and to take all actions it deems necessary, appropriate, advisable, incidental, or convenient to accomplish the purposes of AST LLC, the financial statements of AST LLC and its subsidiaries have been prepared on a consolidated basis with the Company. The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2024, included in its Annual Report on Form 10-K filed with the SEC on March 3, 2025 (the “2024 Annual Report on Form 10-K”). The results of operations for the periods presented are not indicative of the results to be expected for the year ending December 31, 2025 or for any other interim period or other future year. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on historical experience when available and on other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, useful lives assigned to property and equipment, the fair values of warrant liabilities, potential impairment of long-lived assets, and equity-based compensation expense. The Company assesses estimates on an ongoing basis; however, actual results could materially differ from those estimates which could have a material impact on the Company’s financial position or results of operations. The Company’s significant accounting policies are described in Note 2 Summary of Significant Accounting Policies of the 2024 Annual Report on Form 10-K, and there have been no significant changes in these significant accounting policies as compared to those described therein. Segment Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chairman and Chief Executive Office r. The Company has determined that it operates in one operating segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM assesses performance for the segment and decides how to allocate resources based on consolidated net loss before allocation to noncontrolling interest that also is reported on the unaudited condensed consolidated statements of operations as revenues less total operating expenses and other segment items. Other segment items include loss and gain on remeasurement of warrant liabilities, interest income and expense, and income taxes expense. The measure of segment assets is reported on the accompanying unaudited condensed consolidated balance sheets as total assets. Revenue Recognition Revenue generated from sales of goods and services is recognized when a customer obtains control of promised goods or services in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The Company recognizes revenue for services provided over time as customers simultaneously receive and consume the benefits provided by the Company’s performance. For performance obligations that do not meet the criteria for over time recognition, the Company recognizes revenue at the point in time of transfer of control of the performance obligation to the customer. The Company defers revenue and recognizes contract liabilities in the event the performance obligations are not satisfied for which compensation has been received. To date, the Company has not generated any revenues from its SpaceMobile Service. During the three and nine months ended September 30, 2025, the Company recognized $ 7.0 million and $ 8.5 million, respectively, of revenue primarily from performance obligations completed under agreements with prime contractors for U.S. government contracts and $ 7.7 million and $ 8.1 million , respectively, from the resale of gateway equipment, software and related services to mobile network operators. During the three and nine months ended September 30, 2024, the Company recognized $ 1.1 million and $ 2.5 million of revenue, respectively, from performance obligations completed under an agreement with a prime contractor for a U.S. government contract. 8 As of September 30, 2025 and December 31, 2024, $ 66.6 million and $ 42.0 million , respectively, of contract liabilities were recorded for advance payments received but associated performance obligations not yet satisfied related to the Company’s SpaceMobile Service and resale of gateway equipment and associated services to customers. Intangible Assets The Company’s intangible assets consist of the spectrum usage rights of up to 45 MHz of lower mid-band satellite spectrum in the United States and Canada for direct-to-device satellite applications and certain S-Band International Telecommunication Union (“ITU”) priority rights to Mobile Satellite Services frequencies in the range of 1980-2010 MHz and 2170-2200 MHz, for use in LEO. The Company capitalizes spectrum payments, regulatory filing and other direct costs incurred to ready the spectrum usage rights for their intended use as an intangible asset. The Company will commence amortization of the spectrum usage rights once applicable regulatory approvals are received and the asset is considered ready for its intended use. The Company determines that the S-Band ITU priority rights is an indefinite-lived intangible asset as there are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful life of its priority rights. The Company will re-evaluate the useful life determination each year to determine whether events and circumstances continue to support an indefinite useful life. The Company tests its definite and indefinite-lived intangible assets for potential impairment annually or more frequently if impairment indicators are present. The Company has the option to first perform a qualitative assessment to determine whether it is necessary to perform a quantitative impairment test. However, the Company may elect to bypass the qualitative assessment in any period and proceed directly to performing the quantitative impairment test. See Note 13 Spectrum Usage Rights Transaction and Related Financing and Note 14 Global S-Band Spectrum Priority Rights Acquisition for more details. Accounts Receivable and Allowance for Credit Losses Accounts receivable are reported net of an allowance for credit losses that are not expected to be recovered. The Company recognizes the allowance for credit losses at inception of sales and reassesses quarterly based on management’s expectation of the asset’s collectability. The allowance is based on multiple factors including historical experience with bad debts, the credit quality of the customer base, the aging of such receivables and current macroeconomic conditions, as well as management’s expectations of conditions in the future, as applicable. For the three and nine months ended September 30, 2025, the Company’s customers had high credit ratings and the allowance for credit losses was immaterial. Inventory Inventory consists of gateway equipment held for resale, which is carried at the lower of cost (determined principally on average cost basis) or net realizable value. Recently Adopted and Issued Accounting Pronouncements In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-04, Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. This ASU is effective for fiscal years beginning after December 15, 2025 and interim reporting periods within those annual reporting periods. The Company early adopted the new standard, effective January 1, 2025, on a prospective basis, and t he accounting requirements of this ASU have been reflected in the Company’s accounting for the repurchase of a portion of the 2032 4.25 % Convertible Notes in the consolidated financial statements. Future Adoption of Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. The ASU is effective for the Company for annual periods beginning after December 15, 2024. The Company is currently evaluating the potential impacts of adopting this ASU on its consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented expense captions. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard can be applied either prospectively or retrospectively. The Company is currently evaluating the potential impacts of adopting this ASU on its presentation of its consolidated financial statements. In July 2025, FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-06”), which amends ASC 326-20, Financial Instruments – Credit Losses – Measured at Amortized Cost to introduce a practical expedient that permits entities to assume that current conditions as of the balance sheet date do not change for the remaining life of current accounts receivable and/or current contract assets arising from transactions accounted for under ASC 606. The standard is effective for annual periods beginning after December 15, 2025, including interim periods within those annual 9 periods. Early adoption is permitted. The Company is currently evaluating the potential impacts of adopting this ASU on its consolidated financial statements. In September 2025, FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 modernizes the accounting for internal-use software costs by eliminating the prescriptive "project stage" model and introducing a principles-based framework that is intended to better reflect current software development practices. The amendment is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the potential impacts of adopting this ASU on its consolidated financial statements. All other new accounting pronouncements issued, but not yet effective or adopted, have been deemed to be not relevant to the Company and, accordingly, are not expected to have a material impact once adopted. 3. Fair Value Measurement The Company’s financial assets and liabilities measured at fair value on a recurring basis were as follows (in thousands): As of September 30, 2025 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 1,179,389 $ - $ - Total assets measured at fair value $ 1,179,389 $ - $ - Liabilities: Private placement warrant liability - - 4,616 Total liabilities measured at fair value $ - $ - $ 4,616 As of December 31, 2024 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 510,424 $ - $ - Total assets measured at fair value $ 510,424 $ - $ - Liabilities: Private placement warrant liability - - 41,248 Total liabilities measured at fair value $ - $ - $ 41,248 As of September 30, 2025 and December 31, 2024, the Company had $ 1,220.1 million and $ 567.5 million of cash and cash equivalents and restricted cash, respectively, of which $ 1,179.4 million and $ 510.4 million , respectively, is classified as cash equivalents, which consists principally of short-term money market funds with original maturities of 90 days or less. As of September 30, 2025, restricted cash of $ 15.8 million consists of a $ 15.0 million deposit in a bank account pledged as a collateral for the capital equipment loan the Company has with Prosperity Bank as successor by merger to Lone Star (defined below) and $ 0.8 million deposits against the bank guaranty issued to the landlords for lease of properties. As of December 31, 2024, restricted cash of $ 2.5 million consisted of a deposit into an interest reserve escrow account for a terminated senior secured credit facility and deposits against the bank guaranty issued to the landlords for lease of properties. For certain instruments, including cash, accounts payable, and accrued expenses, it was estimated that the carrying amount approximated fair value because of the short maturities of these instruments. As of September 30, 2025 and December 31, 2024, warrant liabilities were comprised of private placement warrants (“Private Placement Warrants”), which have been classified as Level 3 due to the use of historical volatility of the Company’s shares and implied volatility derived from options on the Company’s shares. Warrant liabilities are described in detail in Note 7 Warrant Liabilities. 10 The Private Placement Warrants are valued using a Black-Scholes-Merton model. The Company’s Black-Scholes-Merton model to value Private Placement Warrants required the use of the following subjective assumption inputs: • As of September 30, 2025 and December 31, 2024, the risk-free rate assumption was based on the six-month and one-year U.S. Treasury rates and one- and two-year U.S. Treasury rates, respectively, as the estimated time to expiration was 0.51 y ears and 1.26 years, respectively. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • As of September 30, 2025 and December 31, 2024, the expected volatility assumption was based on an average of the historical volatility of the Company’s shares and the implied volatility of one-year options on the Company’s shares, which w as 84.1 % and 112.7 % , resp ectively. 4. Property and Equipment Property and equipment, net consisted of the following (in thousands): As of September 30, December 31, 2025 2024 Land $ 1,350 $ 1,350 Buildings 18,248 16,012 Leasehold improvements 11,870 9,439 Satellite in orbit 235,387 235,340 Lab, assembly, and integration equipment 72,547 41,693 Satellite antenna 7,224 7,224 Computer hardware and software 20,247 18,244 Other 1,720 1,421 Construction in progress Satellite materials and advance payments, satellites under construction, and advance launch payments 754,825 120,984 Other construction in progress and capital advances 42,403 8,328 Total property and equipment, gross $ 1,165,821 $ 460,035 Accumulated depreciation and amortization ( 157,977 ) ( 122,366 ) Total property and equipment, net $ 1,007,844 $ 337,669 Depreciation expense for the nine months ended September 30, 2025 and 2024 was approximately $ 35.4 million and $ 54.9 million , respectively. Depreciation expense for the three months ended September 30, 2025 and 2024 was approximately $ 12.7 million and $ 14.5 million , respectively. 11 5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consists of the following (in thousands): September 30, December 31, 2025 2024 Salaries, wages and benefits $ 4,767 $ 3,335 Property and equipment 17,420 3,786 Other professional services 8,218 1,764 Accrued interest expense 2,878 296 Accrued costs of acquiring intangible assets 5,352 - Inventory received but not invoiced 4,222 - Others 5,860 3,014 Total accrued expenses and other current liabilities $ 48,717 $ 12,195 6. Debt Long-term debt consists of the following (in thousands): As of September 30, 2025 December 31, 2024 2032 4.25 % Convertible Notes $ 100,000 $ - 2032 2.375 % Convertible Notes 575,000 - 2034 Convertible Notes - 147,959 Prosperity Capital Equipment Loan 13,391 15,000 Prosperity Term Loan 4,309 4,506 Trinity Capital Equipment Loan 31,713 - Total debt $ 724,413 $ 167,465 Less: current portion of long-term debt ( 8,947 ) ( 2,919 ) Less: unamortized debt issuance costs ( 17,838 ) ( 8,973 ) Long-term debt, net of issuance costs $ 697,628 $ 155,573 As of September 30, 2025, the aggregate fair value of the Company’s debt was $ 855.9 million , which included fair value of the Company’s 2032 4.25 % Convertible Notes of $ 208.7 million and 2032 2.375 % Convertible Notes of $ 600.9 million . As of December 31, 2024 , the aggregate fair value of the Company’s debt was $ 562.4 million, which included the fair value of the Company’s 2034 Convertible Notes of $ 542.9 million. The fair values of the 2032 4.25% Convertible Notes and the 2032 2.375% Convertible Notes are based on an observable market quote in an active market (Level 1 inputs). The fair value of the 2034 Convertible Notes was determined based on a lattice-based binomial model using significant inputs derived from, or corroborated by, observable market data (Level 2 inputs). The fair value of remaining debt has been determined under the discounted cash flow method using significant inputs derived from, or corroborated by, observable market data (Level 2 inputs). Debt discount and issuance costs are comprised of costs incurred in connection with debt issuance and are presented in the unaudited condensed consolidated balance sheets as a deduction to the carrying amount of the debt and amortized using the effective interest method to interest expense over the term of the debt. During the three and nine months ended September 30, 2025, the Company recognized $ 5.7 million and $ 16.1 million of interest expense related to the debt noted above, respectively. The interest expense included amortization of debt issuance costs of $ 0.5 million and $ 1.2 million for the three and nine months ended September 30, 2025 , respectively. During the three and nine months ended September 30, 2024, the Company recognized $ 5.4 million and $ 14.7 million of interest expense in each period, respectively. The interest expense included amortization of debt issuance costs of $ 1.1 million and $ 3.0 million for the three and nine months ended September 30, 2024, respectively. As of September 30, 2025 , the Company was in compliance with all debt covenants requirements. 2032 4.25% Convertible Notes On January 27, 2025, the Company issued $ 460.0 million aggregate principal amount of convertible senior notes due 2032 (the “2032 4.25% Convertible Notes”), including the exercise in full of the option granted to the initial purchasers to purchase up to $ 60.0 million aggregate principal amount of notes. The 2032 4.25 % Convertible Notes are senior, unsecured obligations of the Company and bear interest at a fixed rate of 4.25 % per year, payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2025. The 2032 4.25% Convertible Notes will mature on March 1, 2032 , unless earlier repurchased, redeemed, or converted. 12 Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding December 1, 2031 only under the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2025 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $ 1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s Class A Common Stock and the conversion rate on each such trading day; (3) if the Company issues a notice of redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after December 1, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, at the option of the holder regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s Class A Common Stock or a combination of cash and shares of the Company’s Class A Common Stock, at the Company’s election. The Company may not redeem the notes prior to March 6, 2029. The Company may redeem for cash all or any portion of the notes, at the Company’s option, on or after March 6, 2029, but only if (1) the liquidity condition (as defined in the indenture) is satisfied and (2) the last reported sale price of the Company’s Class A Common Stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes. The initial conversion rate for the 2032 4.25% Convertible Notes is 37.0535 shares of Class A Common Stock per $ 1,000 principal amount of the notes, which represents an initial conversion price of approximately $ 26.99 per share of the Company’s Class A Common Stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, holders who convert their notes in connection with a make-whole fundamental change or a notice of redemption may be entitled to an increase in the conversion rate. The 2032 4.25% Convertible Notes include customary covenants and certain events of default after which the notes may be declared immediately due and payable and set forth certain types of bankruptcy or insolvency events of default after which the notes become automatically due and payable. On July 3, 2025 and July 31, 2025, the Company completed the repurchase of $ 225.0 million and $ 135.0 million, respectively, of the outstanding principal amount of the 2032 4.25% Convertible Notes in separate, privately negotiated repurchase transactions with a limited number of note holders for an aggregate repurchase price of approximately $ 502.9 million and $ 346.9 million, respectively, which included accrued and unpaid interest on the repurchased 2032 4.25% Convertible Notes. The repurchase was funded with the net proceeds from a registered direct offering of 9,450,268 and 5,775,635 shares of the Company’s Class A Common Stock to the same note holders participating in the note repurchase. The note repurchases and the shares offering were cross-condition al. The Company accounted for the note repurchases as induced conversions and recognized a $ 441.2 million charge to equity for $ 356.9 million of carrying value of the notes repurchased including accrued and unpaid interest and $ 84.3 million of fair value of consideration paid to holders of the 2032 4.25% Convertible Notes in excess of the value to which they were entitled to receive pursuant to the original conversion terms (“Sweetener Payment”). The Company recorded the Sweetener Payment and the $ 3.1 million of third party transaction costs incurred in other (expense) income, net in the Company’s unaudited condensed consolidated statements of operations. On October 29, 2025, the Company completed an additional repurchase of $ 50.0 million of the outstanding principal amount of the 2032 4.25% Convertible Notes in separate, privately negotiated repurchase transactions with a limited number of note holders for an aggregate repurchase price of approximately $ 161.1 million, which included accrued and unpaid interest on the repurchased 2032 4.25% Convertible Notes. The repurchase was funded with the net proceeds from a registered direct offering of 2,048,849 shares of the Company’s Class A Common Stock to the same note holders participating in the note repurchase. The note repurchases and the shares offering were cross-conditional. The Company will account for the note repurchase as an induced conversion. In the fourth quarter of 2025, the Company expects to recognize an additional charge to equity for the carrying value of the notes repurchased and the related Sweetener Payment. The induced conversion expenses will include the related Sweetener Payment and the third party transaction costs incurred and will be presented in other (expense) income, net in the Company’s consolidated statements of operations. 2032 2.375% Convertible Notes On July 29, 2025, the Company issued $ 575.0 million aggregate principal amount of convertible senior notes due 2032 (the “2032 2.375 % Convertible Notes”), including the exercise in full of the option granted to the initial purchasers to purchase up to $ 75.0 million aggregate principal amount of notes. The 2032 2.375 % Convertible Notes are senior, unsecured obligations of the Company and bear interest at a fixed rate of 2.375% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2026. The 2032 2 .375% Convertible Notes will mature on October 15, 2032 , unless earlier repurchased, redeemed, or converted. Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding July 15, 2032 only under the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2025 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A Common Stock for at least 20 13 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $ 1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s Class A Common Stock and the conversion rate on each such trading day; (3) if the Company issues a notice of redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after July 15, 2032 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, at the option of the holder regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s Class A Common Stock or a combination of cash and shares of the Company’s Class A Common Stock, at the Company’s election. The Company may not redeem the notes prior to October 22, 2029. The Company may redeem for cash all or any portion of the notes, at the Company’s option, on or after October 22, 2029, but only if (1) the liquidity condition (as defined in the indenture) is satisfied and (2) the last reported sale price of the Company’s Class A Common Stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes. The initial conversion rate for the 2032 2.375% Convertible Notes is 13.8750 shares of Class A Common Stock per $ 1,000 principal amount of the notes, which represents an initial conversion price of approximately $ 72.07 per share of the Company’s Class A Common Stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, holders who convert their notes in connection with a make-whole fundamental change or a notice of redemption may be entitled to an increase in the conversion rate. The 2032 2.375% Convertible Notes include customary covenants and certain events of default after which the notes may be declared immediately due and payable and set forth certain types of bankruptcy or insolvency events of default after which the notes become automatically due and payable. 2034 Convertible Notes Pursuant to the Convertible Security Investment Agreement (the “Investment Agreement”) which the Company entered into with certain investors, the Company issued subordinated convertible notes ( the “2034 Convertible Notes”) for an aggregate principal amount of $ 110.0 million on January 22, 2024 to AT&T Venture Investments, LLC (“AT&T”), Google LLC (“Google”) and Vodafone Ventures Limited (“Vodafone”), and for an aggregate principal amount of $ 35.0 million on May 23, 2024 to Verizon Communications, Inc. (“Verizon”). The 2034 Convertible Notes bear interest at a rate of 5.50 % per year, payable semi-annually in arrears on June 30 and December 30 of each year, beginning on June 30, 2024. The Company had the option to pay interest on the 2034 Convertible Notes in cash or in kind. The Company selected to pay interest on the 2034 Convertible Notes in kind on June 30, 2024, resulting in the principal amount of the 2034 Convertible Notes being increased by approximately $ 3.0 million and interest to be accrued on such increased principal amount in subsequent interest periods. The Company elected to pay interest on the 2034 Convertible Notes in cash on December 30, 2024. On or after 12 months after date of issuance, the Company may require the holders of the 2034 Convertible Notes to convert at an initial conversion rate of 173.9130 shares of Class A Common Stock per $ 1,000 principal amount of 2034 Convertible Notes (equivalent to an initial conversion price of $ 5.75 per share of Class A Common Stock) at its option, if the VWAP of the Class A Common Stock has been at least 130 % of the conversion price then in effect for 30 consecutive trading days, on the immediately succeeding trading day after the last trading day of such 30 day period. On January 22, 2025, the Company notified the holders of the 2034 Convertible Notes that the Company exercised its option to require all of such notes to be converted into shares of the Company’s Class A Common Stock. In the first quarter of 2025, the then outstanding principal amount of the 2034 Convertible Notes, which included an additional interest accrual of approximately $ 0.5 million, was converted into 25,818,541 shares of the Company’s Class A Common Stock and our obligation under the 2034 Convertible Notes was automatically cancelled upon such share issuance. Prosperity Capital Equipment Loan On August 14, 2023, AST LLC and certain other subsidiaries of the Company entered into a loan agreement with Lone Star State Bank of West Texas (“Lone Star”), succeeded by Prosperity Bank by merger to Lone Star, providing for a $ 15.0 million principal term loan commitment secured by certain real property fixtures and equipment in one of the Company’s Texas facilities (the “Lone Star Loan Agreement”). In connection with the Lone Star Loan Agreement, the Company deposited a cash balance of $ 15.0 million in the Lone Star Bank Money Market Fund. As part of entering into the Trinity Capital Equipment Loan, the AST Companies and Prosperity Bank amended the Lone Star Loan Agreement whereby Prosperity Bank released the lien on certain real property fixtures and equipment and the AST Companies pledged the $ 15.0 million deposit in the Lone Star Bank Money Market Fund as a security for the loan. 14 Trinity Capital Equipment Loan On June 27, 2025, AST LLC and certain other subsidiaries of the Company (together with AST LLC, the “AST Companies”) entered into a Master Equipment Financing Agreement (the “MEFA”) with Trinity Capital, Inc. (“Trinity”), as agent (the “Agent”) and lender, and the other lenders party (the “Lenders”), providing for a conditional commitment to provide financing up to $ 100.0 million (“Trinity Capital Equipment Loan”). On June 27, 2025, June 30, 2025 and September 26, 2025, the AST Companies, the Agent and the Lenders executed five-year term Equipment Financing Schedule No. 1 (“Schedule No. 1”), Schedule No. 2 (“Schedule No. 2”) and No. 3 (“Schedule No. 3,” and together with Schedule No. 1, Schedule No. 2 and the MEFA, the “Agreements”) to the MEFA in the amount of $ 21.5 million, $ 3.5 million and $ 7.5 million, respectively. Schedule No. 1, Schedule No. 2 and Schedule No. 3 have monthly payments of $ 478,719 , $ 77,931 , and $ 166,995 respectively, and an end of term payment of 9 % of the respective drawn amounts. Upon closing on Schedules No. 1 and No. 2, the Company received proceeds of approximately $ 23.9 million, net of debt issuance costs of approximately $ 0.1 million, commitment fee of approximately $ 0.8 million and other finance charges of approximately $ 0.2 million. Upon closing on Schedule No. 3, the Company received proceeds of approximately $ 7.4 million, net of debt issuance costs and other finance charges of approximately $ 0.1 million. The Company has the option to prepay all or part of the outstanding principal balances under each Schedule. Any repayment of principal prior to the end of the five-year term will be subject to a prepayment fee equal to 3 % to 5 % of the drawn amounts, depending on the timing of the prepayment. The remaining amount of up to $ 67.5 million may be funded in one or more draws on or before June 30, 2027 (the “Termination Date”), subject to the satisfaction of various conditions. If the aggregate amount of draws funded through the Termination Date is less than $ 50.0 million, the Company is subject to a non-utilization fee equal to 2.50 % of the difference between $ 50.0 million and the aggregate amount of draws funded through the Termination Date. The AST Companies’ obligations under the Agreements are secured by certain of the AST Companies’ real property fixtures and equipment. The MEFA contains customary affirmative and negative covenants. The MEFA also contains certain customary events of default that, if they occur, will be deemed to occur under all Schedules. Late charges and a default rate may apply if amounts are paid late or there is another default under the Agreements. The MEFA also requires that all or a portion of the amounts under a Schedule be paid if there is a total loss with respect to the collateral. 2036 2.00% Convertible Notes On October 24, 2025, the Company issued $ 1,000.0 million aggregate principal amount of convertible senior notes due 2036 (the “Notes”) with an o ption by the initial purchasers to purchase up to an additional $ 150.0 million aggregate principal amount of the Notes . On October 27, 2025, the Company was notified by the initial purchasers of the Notes of the exercise in full of their option to purchase an additional $ 150.0 million aggregate principal amount of the Notes (the “Option Notes”, and together with the Notes, the “2036 2.00% Convertible Notes”). On October 29, 2025, the Company consummated the sale of the Option Notes to the initial purchasers. The 2036 2.00 % Convertible Notes are senior, unsecured obligations of the Company and bear interest at a fixed rate of 2.00 % per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on July 15, 2026. The 2036 2.00% Convertible Notes will mature on January 15, 2036 , unless earlier repurchased, redeemed, or converted. Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding October 15, 2035 only under the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $ 1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s Class A Common Stock and the conversion rate on each such trading day; (3) if the Company issues a notice of redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after October 15, 2035 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, at the option of the holder regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s Class A Common Stock or a combination of cash and shares of the Company’s Class A Common Stock, at the Company’s election. The Company may not redeem the notes prior to January 22, 2029. The Company may redeem for cash all or any portion of the notes, at the Company’s option, on or after January 22, 2029, but only if (1) the liquidity condition (as defined in the indenture) is satisfied and (2) the last reported sale price of the Company’s Class A Common Stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes. The initial conversion rate for the 2036 2.00% Convertible Notes is 10.3845 shares of Class A Common Stock per $ 1,000 principal amount 15 of the notes, which represents an initial conversion price of approximately $ 96.30 per share of the Company’s Class A Common Stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, holders who convert their notes in connection with a make-whole fundamental change or a notice of redemption may be entitled to an increase in the conversion rate. The 2036 2.00% Convertible Notes include customary covenants and certain events of default after which the notes may be declared immediately due and payable and set forth certain types of bankruptcy or insolvency events of default after which the notes become automatically due and payable. Other than as described above, there were no new debt issuances or significant changes related to the above listed debt during the nine months ended September 30, 2025. See Note 7 Debt to the Company’s Consolidated Financial Statements included in its 2024 Annual Report on Form 10-K for additional information regarding the debt listed above. 7. Warrant Liabilities Warrant liabilities are comprised of Private Placement Warrants. Each whole Private Placement Warrant entitles the registered holder to purchase one whole share of Class A Common Stock at a price of $ 11.50 per share and is exercisable on a cashless basis. Pursuant to the warrant agreement, a holder of Private Placement Warrants may exercise its warrants only for a whole number of shares of Class A Common Stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. The Private Placement Warrants expire on April 6, 2026 , five years after the Business Combination, at 5:00 p.m., New York City time, or earlier upon liquidation. During the three and nine months ended September 30, 2025, 2,931,125 Private Placement Warrants were exercised for 2,294,380 shares of Class A Common Stock on a cashless basis. As of September 30, 2025, there were 122,000 Private Placement Warrants that remained outstanding. During the three and nine months ended September 30, 2025, the Company recognized a gain of $ 2.9 million and a loss of $ 65.3 million , respectively, for changes in fair value of these Private Placement Warrants. During the three and nine months ended September 30, 2024, the Company recognized a loss of $ 236.9 million and $ 284.8 million, respectively, for changes in the fair value of Private Placement Warrants and full redemption of the public warrants. The redemption of the public warrants resulted in net cash proceeds of $ 153.3 million for the nine months ended September 30, 2024. 8. Commitments and Contingencies Purchase Commitments As of September 30, 2025 , the Company had purchase commitments of approximately $ 317.6 million , primarily related to procurement of BB satellite components, research and development (“R&D”) programs, operational services, and capital improvements. In addition, as of September 30, 2025, the Company had minimum commitments of approximately $ 90.0 - $ 120.0 million related to future launches. Legal Proceedings The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business and that have not been fully adjudicated. In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss, or a material loss in excess of any recorded accrual, with respect to loss contingencies. However, the outcome of litigation is inherently uncertain. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s consolidated financial statements for that reporting period could be materially adversely affected. 9. Stockholders’ Equit y Class A Common Stock As of September 30, 2025, there were 271,981,894 shares of Class A Common Stock issued and outstanding. Holders of Class A Common Stock are entitled to one vote for each share. The Company is authorized to issue 800,000,000 shares of Class A Common Stock with a par value of $ 0.0001 per share. Class B Common Stock As of September 30, 2025, there were 11,227,292 shares of Class B Common Stock issued and outstanding. Shares of Class B Common Stock were issued to then existing equity holders of AST LLC (other than Abel Avellan, the Company’s Chairman and Chief Executive Officer (“Mr. Avellan”)) at the time of the Business Combination and are noneconomic, but entitle the holder to one vote per share. The Company is authorized to issue 200,000,000 shares of Class B Common Stock with a par value of $ 0.0001 per share. The existing equity holders of AST LLC (other than Mr. Avellan) at the time of the Business Combination own economic interests in AST LLC which are redeemable into either shares of Class A Common Stock on a one-for-one basis or cash at the option of the Company. Upon redemption of the AST LLC Common Units by the existing equity holders (other than Mr. Avellan), a corresponding number of shares of Class B Common Stock held by such existing equity holders will be cancelled. No such redemptions of AST LLC Common Units occurred during the nine months ended September 30, 2025. 16 Class C Common Stock As of September 30, 2025, there were 78,163,078 shares of Class C Common Stock issued and outstanding. Shares of Class C Common Stock were issued to Mr. Avellan in connection with the Business Combination and are non-economic, but entitle the holder to the lesser of ten votes per share and the Class C Share Voting Amount, the latter of which is a number of votes per share equal to (1) (x) an amount of votes equal to 88.31 % of the total voting power of the outstanding voting stock, minus (y) the total voting power of the outstanding capital stock (other than Class C Common Stock) owned or controlled by Mr. Avellan and his permitted transferees, divided by (2) the number of shares of Class C Common Stock then outstanding (the “Super-Voting Rights”). The Company is authorized to issue 125,000,000 shares of Class C Common Stock with a par value of $ 0.0001 per share. Mr. Avellan owns economic interests in AST LLC which are redeemable into either shares of Class A Common Stock on a one-for-one basis or cash at the option of the Company. Upon redemption of the AST LLC Common Units by Mr. Avellan, a corresponding number of shares of Class C Common Stock held by Mr. Avellan will be cancelled. Correspondingly, the Super-Voting Rights associated with the shares of Class C Common Stock cancelled will be terminated. Preferred Stock As of September 30, 2025 , there were no shares of preferred stock issued or outstanding. The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. Noncontrolling Interest The noncontrolling interests represent the equity interest in AST LLC held by members other than the Company. Changes in the Company’s ownership interest in AST LLC while retaining control of AST LLC are accounted for as equity transactions. Income or loss is attributed to the noncontrolling interests based on their contractual distribution rights, and the relative percentages of equity interest held by the Company and the other members during the period. As the sole managing member of AST LLC controlling the operating decisions of AST LLC, the Company consolidates the financial position and results of operations of AST LLC and its subsidiaries. The Company reports equity interests in AST LLC held by members other than the Company as noncontrolling interest in the consolidated balance sheets. The noncontrolling interest is classified as permanent equity within the consolidated balance sheets as the Company may only elect to settle a redemption request in cash if the cash delivered in the exchange is limited to the amount of net proceeds from the issuance and sale of Class A Common Stock from a new permanent equity offering. Each issuance of the Company's Class A Common Stock is accompanied by a corresponding issuance of AST LLC Common Units to the Company, which results in changes in ownership and reduction in noncontrolling interest. As of September 30, 2025, there were 122,000 Private Placement Warrants outstanding, each of which entitles the holder to purchase one whole share of Class A Common Stock at a price of $ 11.50 per share, and 4,714,226 penny warrants outstanding, each of which entitles the holder to purchase one whole share of Class A Common Stock at a price of $ 0.01 per share (“Penny Warrants”) which may be exercised at any time after March 22, 2026 . Each warrant exercise is accompanied by a corresponding issuance of AST LLC Common Units to the Company, which results in a change in ownership and reduces the amount recorded as noncontrolling interest and increases additional paid-in capital. In addition, the Fifth Amended and Restated Limited Liability Company Operating Agreement of AST LLC permits the noncontrolling interest holders of AST LLC Common Units to exchange AST LLC Common Units, together with related shares of the Class B Common Stock or Class C Common Stock, for shares of the Class A Common Stock on a one-for-one basis or, at the election of the Company, for cash (a “Cash Exchange”). A Cash Exchange is limited to the amount of net proceeds from the issuance and sale of Class A Common Stock from a new permanent equity offering. Future redemptions or direct exchanges of AST LLC Common Units by the noncontrolling interest holders will result in a change in ownership and reduce the amount recorded as noncontrolling interest and increase additional paid-in capital. Certain members of AST LLC also hold incentive stock options that are subject to service or performance conditions (see Note 10 Stock-Based Compensation for further details), that are exercisable into AST LLC Common Units which will simultaneously be redeemed for Class A Common Stock. The exercise of the incentive stock options results in a change in ownership and decreases the amount recorded as noncontrolling interest and increases additional paid-in capital. The Company previously granted service-based and performance-based restricted stock units and service-based options that are exercisable into Class A Common Stock under the 2020 Plan (as defined below). The Company now grants service-based and performance-based restricted stock units and service-based options under the 2024 Plan (as defined below) (see Note 10 Stock-Based Compensation for further details). The vesting of the restricted stock units and the exercise of the options result in a change in ownership and decrease the amount recorded as noncontrolling interest and increase additional paid-in capital. As of September 30, 2025 and December 31, 2024 , the noncontrolling interest in AST LLC was approximately 24.7 % and 30.1 % , respectively. The decrease in noncontrolling interest percentage during the nine months ended September 30, 2025 was a result of the issuance of Class A Common Stock due to the repurchase of a portion of the 2032 4.25 % Convertible Notes, conversion of the 2034 Convertible Notes, the issuance of Class A Common Stock to acquire certain S-Band ITU priority rights, the issuance of Class A Common 17 Stock under the 2024 Sales Agreement and the May 2025 Sales Agreement, the redemption of AST LLC Common Units in exchange for Class A Common Stock, the exercise of options for Class A Common Stock and the vesting of restricted stock units. 2024 Equity Distribution Agreement On September 5, 2024, the Company entered into an Equity Distribution Agreement (the “2024 Sales Agreement” or “2024 ATM Equity Program”) with B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Cantor Fitzgerald & Co., Deutsche Bank Securities Inc., Roth Capital Partners, LLC, Scotia Capital (USA) Inc. and UBS Securities LLC (collectively, the “agents”) to sell shares of the Class A Common Stock having an aggregate sale price of up to $ 400.0 million through an “at the market offering” program under which the agent acted as sales agents. The sales of the shares made under the 2024 Sales Agreement were to be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The agents sold the Class A Common Stock based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company imposed). Under the 2024 Sales Agreement, the agents were entitled to total compensation at a commission rate of up to 3.0 % of the gross sales price per share sold. Under the 2024 Sales Agreement, the Company issued 2,918,407 shares of our Class A Common Stock and received proceeds of approximately $ 74.8 million, net of commissions paid to the agents and transaction costs during the nine months ended September 30, 2025. During the nine months ended September 30, 2025, the Company paid commission of approximately $ 1.9 million to the agents with respect to such sales, respectively. Having utilized virtually the entire capacity of the 2024 ATM Equity Program, the Company terminated the 2024 ATM Equity Program on May 13, 2025 when the Company entered into the May 2025 ATM Equity Program (defined below). Proceeds from the sale of the Class A Common Stock under the 2024 ATM Equity Program were used for general corporate purposes. May 2025 Equity Distribution Agreement On May 13, 2025, the Company entered into a new Equity Distribution Agreement (the “May 2025 Sales Agreement” or “May 2025 ATM Equity Program”) with B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Cantor Fitzgerald & Co., Deutsche Bank Securities Inc., Roth Capital Partners, LLC, Scotia Capital (USA) Inc., UBS Securities LLC and William Blair & Company, L.L.C. (collectively, the “agents”) to sell shares of the Class A Common Stock having an aggregate sale price of up to $ 500.0 million through an “at the market offering” program under which the agents acted as sales agents. The sales of the shares made under the May 2025 Sales Agreement were to be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The agents sold the Class A Common Stock based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company imposed). Under the May 2025 Sales Agreement, the agents were entitled to total compensation at a commission rate of up to 3.0 % of the gross sales price per share sold. Under the May 2025 Sales Agreement, the Company issued 2,476,311 and 13,605,359 shares of the Class A Common Stock and received proceeds of approximately $ 111.3 million and approximately $ 488.7 million , net of commissions paid to the agents and transaction costs during the three and nine months ended September 30, 2025, respectively. During the three and nine months ended September 30, 2025, the Company paid commission of approximately $ 2.6 million and approximately $ 11.2 million to the agents with respect to such sales, respectively. Having utilized virtually the entire capacity of the May 2025 ATM Equity Program, the Company terminated the May 2025 ATM Equity Program on July 23, 2025. Proceeds from the sale of the Class A Common Stock under the May 2025 ATM Equity Program were used for general corporate purposes. October 2025 Equity Distribution Agreement On October 7, 2025, the Company entered into a new Equity Distribution Agreement (the “October 2025 Sales Agreement” or “October 2025 ATM Equity Program”) with B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Cantor Fitzgerald & Co., Deutsche Bank Securities Inc., Roth Capital Partners, LLC, Scotia Capital (USA) Inc., UBS Securities LLC, William Blair & Company, L.L.C and Yorkville Securities, LLC (collectively, the “agents”) to sell shares of the Class A Common Stock having an aggregate sale price of up to $ 800.0 million through an “at the market offering” program under which the agents act as sales agents. The sales of the shares made under the October 2025 Sales Agreement are to be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The agents sale of the Class A Common Stock is based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company imposed). Under the October 2025 Sales Agreement, the agents are entitled to total compensation at a commission rate of up to 3.0 % of the gross sales price per share sold. Proceeds from the sale of the Class A Common Stock under the October 2025 ATM Equity Program will be used for general corporate purposes. January 2025 Capped Calls On January 27, 2025, in connection with the issuance of the 2032 4.25 % Convertible Notes, the Company entered into privately negotiated capped call transactions (the “January 2025 Capped Calls”) with certain of the initial purchasers of the 2032 4.25% Convertible Notes or their respective affiliates at a cost of approximately $ 44.5 million. The January 2025 Capped Calls cover, subject to anti-dilution adjustments, the number of shares of Class A Common Stock underlying the 2032 4.25% Convertible Notes. The capped call transactions can be settled in cash or shares at the Company’s option and are expected generally to reduce the potential dilution to the Class A Common Stock upon any conversion of the 2032 4.25% Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the 2032 4.25% Convertible Notes. The January 2025 Capped Calls have an initial strike price of approximately $ 26.99 per share and an initial cap price of $ 44.98 per share, which are subject to certain adjustments under the terms of the 18 January 2025 Capped Calls. The January 2025 Capped Calls are equity classified and included as a reduction to equity in the accompanying unaudited condensed consolidated balance sheet. On November 4, 2025, the Company sold the January 2025 Capped Calls for net cash proceeds of approximately $ 74.5 million. No January 2025 Capped Calls were outstanding after the sale. The Company expects to account for the net cash proceeds as an addition to equity in the consolidated balance sheets in the fourth quarter of 2025. July 2025 Capped Calls On July 29, 2025, in connection with the issuance of the 2032 2.375 % Convertible Notes, the Company entered into privately negotiated capped call transactions (the “July 2025 Capped Calls”) with certain of the initial purchasers of the 2032 2.375% Convertible Notes or their respective affiliates at a cost of approximately $ 54.0 million. The July 2025 Capped Calls cover, subject to anti-dilution adjustments, the number of shares of Class A Common Stock underlying the 2032 2 .375% Convertible Notes. The capped call transactions can be settled in cash or shares at the Company’s option and are expected generally to reduce the potential dilution to the Class A Common Stock upon any conversion of the 2032 2.375% Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the 2032 2.375% Convertible Notes. The July 2025 Capped Calls have an initial strike price of approximately $ 72.07 per share and an initial cap price of $ 120.12 per share, which are subject to certain adjustments under the terms of the July 2025 Capped Calls. 10. Stock-Based Compensation Stock-Based Compensation Expense Stock-based compensation, measured at the grant date based on the fair value of the award, is typically recognized ratably over the requisite services period, using the straight-line method of expense attribution. The Company recorded stock-based compensation expense in the following categories of its unaudited condensed consolidated statements of operations (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2025 2024 2025 2024 Engineering services $ 8,047 $ 3,431 $ 15,406 $ 7,069 General and administrative costs 5,940 3,379 16,932 13,548 Total $ 13,987 $ 6,810 $ 32,338 $ 20,617 The Company estimates the fair value of the stock option awards to employees, non-employees and non-employee members of the Board of Directors using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (i) the expected volatility of the Company's stock, (ii) the expected term of the award, (iii) the risk-free interest rate, and (iv) any expected dividends. Due to the lack of company-specific historical and implied volatility data, the Company based the estimate of expected volatility on the estimated and expected volatilities of a representative group of publicly traded companies. For these analyses, the Company selects companies with comparable characteristics including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of the Company’s stock price becomes available. For awards that qualify as “plain-vanilla” options, the Company estimates the expected life of the employee stock options using the “simplified” method, whereby the expected life equals the average of the vesting term and the original contractual term of the option. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The fair value of restricted stock units or restricted stock granted to employees, non-employees, and non-employee members of the Board of Directors is based on the fair value of the Company’s stock on the grant date. The Company elects to account for forfeitures as they occur rather than apply an estimated forfeiture rate to stock-based compensation expense. 19 AST LLC 2019 Equity Incentive Plan Prior to the Business Combination, under the 2019 Equity Incentive Plan (“AST LLC Incentive Plan”), AST LLC was authorized to issue ordinary shares, as well as options exercisable for ordinary shares, as incentives to its employees, non-employees, and non-employee members of its Board of Directors. Following the Business Combination, no further grants were made or will be made under the AST LLC Incentive Plan. In connection with the Business Combination, the existing AST LLC options were reclassified into options to acquire AST LLC Incentive Equity Units, and there was no incremental compensation cost and the terms of the outstanding awards, including fair value, vesting conditions and classification, were unchanged. Each AST LLC Incentive Equity Unit is convertible into one AST LLC Common Unit and each AST LLC Common Unit is redeemable for one share of Class A Common Stock on the later of the (i) 24-month anniversary of the consummation of the Business Combination and (ii) six-month anniversary from the vesting date. The AST LLC Incentive Plan continues to govern the terms and conditions of the outstanding awards granted under it, except that in lieu of ordinary shares, holders of options under the AST LLC Incentive Plan have the right to exercise for AST LLC Incentive Units, which may then be converted into AST LLC Common Units, which may further be converted into shares of the Class A Common Stock. There were two types of options granted under the AST LLC Incentive Plan: (1) service-based options and (2) performance-based options. Service-based options typically vest over a five year service period with 20 % of the award vesting on the first anniversary of the employee’s commencement date, and the balance thereafter in 48 equal monthly installments. Certain service-based options also provide for accelerated vesting if there is a change in control or other performance condition as defined by the AST LLC Incentive Plan. Performance-based options typically vest on the earliest date that any of the following occurs: (i) AST LLC effects an initial public offering and becomes a reporting company, (ii) AST LLC experiences a change of control, or (iii) other specified performance conditions. Both service-based and performance-based options typically expire no later than 10 years from the date of grant. AST LLC was authorized to issue a total of 12,812,959 Incentive Equity Units under a reserve set aside for equity awards. As of September 30, 2025, there were options to acquire 4,990,984 Incentive Equity Units outstanding under the AST LLC Incentive Plan. The following table summarizes AST LLC’s option activity for the nine months ended September 30, 2025: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Outstanding as of December 31, 2024 6,390,261 $ 1.14 4.79 Granted - - - Exercised ( 1,384,599 ) 1.39 - Cancelled or forfeited ( 14,678 ) 10.00 - Outstanding as of September 30, 2025 4,990,984 $ 1.04 3.96 Options exercisable as of September 30, 2025 4,225,050 $ 1.14 3.89 Vested and expected to vest as of September 30, 2025 4,235,131 $ 1.16 3.90 The following table summarizes AST LLC’s unvested option activity for the nine months ended September 30, 2025: Number of Shares Weighted-Average Grant Date Fair Value Unvested as of December 31, 2024 869,112 $ 0.64 Granted - - Vested ( 89,010 ) 3.07 Forfeited ( 14,168 ) 4.15 Unvested as of September 30, 2025 765,934 $ 0.29 As of September 30, 2025, total unrecognized compensation expense related to the unvested stock options was less than $ 0.1 million, which is expected to be recognized over a weighted average period of 0.2 years. SpaceMobile 2020 Incentive Award Plan In connection with the Business Combination, the Company adopted the 2020 Incentive Award Plan (the “2020 Plan”). Awards could have been made under the 2020 Plan covering an aggregate number of Class A Common Stock shares equal to 10,800,000 . Any shares distributed pursuant to an award could have consisted, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market. The 2020 Plan provided for the grant of stock options, restricted stock, dividend equivalents, restricted stock units, incentive unit awards, stock appreciation rights, and other stock or cash-based awards. Each incentive unit issued pursuant to an award, if any, counted as one share for purposes of calculating the aggregate number of shares available for issuance under the 2020 Plan. On July 29, 2024 , the 2020 Plan was replaced and superseded by the AST SpaceMobile, Inc. 2024 Incentive Award Plan (the “2024 Plan”). No new awards may be made under the 2020 Plan, although outstanding awards previously made under the 2020 Plan continue to be governed by the terms of the 2020 Plan. Refer below for further detail. 20 Two types of equity awards were granted under the 2020 Plan: (1) service-based options and (2) service-based and performance-based restricted stock units. Service-based options typically vest over a four year service period with 25 % of the award vesting on the first anniversary of the employee’s commencement date, and the balance thereafter in 36 equal monthly installments. Service-based restricted stock units typically vest over a four year service period with 25% of the award vesting on each anniversary of the employee’s vesting commencement date. Performance-based restricted stock units typically vest on the earliest date that any of the following occurs: (i) the Company attains an incremental capital investment or (ii) other specified performance conditions. Options typically expire no later than 10 years from the date of grant. Stock Options As of September 30, 2025, t here were 2,610,715 service-based options outstanding under the 2020 Plan. The following table summarizes the Company’s option activity under the 2020 Plan for the nine months ended September 30, 2025: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Outstanding as of December 31, 2024 3,649,458 $ 9.15 7.88 Granted - - Exercised ( 847,354 ) 8.90 Cancelled or forfeited ( 191,389 ) 9.83 Outstanding as of September 30, 2025 2,610,715 $ 9.18 7.28 Options exercisable as of September 30, 2025 1,747,327 $ 8.97 6.80 Vested and expected to vest as of September 30, 2025 2,610,715 $ 9.18 7.28 The following table summarizes the Company’s unvested option activity under the 2020 Plan for the nine months ended September 30, 2025: Number of Shares Weighted-Average Grant Date Fair Value Unvested as of December 31, 2024 1,701,857 $ 4.70 Granted - - Vested ( 662,348 ) 4.48 Forfeited ( 176,121 ) 4.87 Unvested as of September 30, 2025 863,388 $ 4.83 There were no stock options granted under the 2020 Plan during the nine months ended September 30, 2025. The weighted-average grant-date fair value of stock options granted under the 2020 Plan during the nine months ended September 30, 2024 was $ 4.81 . As of September 30, 2025, total unrecognized compensation expense related to the unvested stock options under the 2020 Plan was $ 4.2 million , which is expected to be recognized over a weighted average period of 1.9 years. Restricted Stock Units As of September 30, 2025, there were 1,359,804 restricted stock units outstanding under the 2020 Plan. The following table summarizes the Company’s unvested restricted stock unit activity under the 2020 Plan for the nine months ended September 30, 2025: Number of Shares Weighted-Average Grant Date Fair Value Unvested as of December 31, 2024 2,967,177 $ 12.55 Granted - - Vested ( 1,297,748 ) 11.42 Forfeited ( 309,625 ) 21.41 Unvested as of September 30, 2025 1,359,804 $ 11.61 As of September 30, 2025, total unrecognized compensation expense related to the unvested restricted stock units under the 2020 Plan was $ 12.6 million , which is expected to be recognized over a weighted average period of 2.0 years. 21 SpaceMobile 2024 Incentive Award Plan On September 10, 2024, the Company’s stockholders approved the 2024 Plan, which replaced and superseded the 2020 Plan, effective July 29, 2024 (the “Effective Date”). Awards may be made under the 2024 Plan covering an aggregate number of Class A Common Stock shares not to exceed the sum of (i) 2,000,000 shares, plus (ii) one share for every one share available for award under the 2020 Plan. Any shares subject to an award under the 2024 Plan or the 2020 Plan that expires, is forfeited, otherwise terminates or is settled in cash, after the Effective Date, shall be added to the shares reserved for issuance under the 2024 Plan. In addition, the number of shares available for issuance under the 2024 Plan may increase on each January 1st occurring following the Effective Date in an amount up to 2,000,000 shares by action of the Company’s Board of Directors or its committee, as applicable. On December 4, 2024, in accordance with the evergreen feature, effective January 1, 2025, an additional 2,000,000 shares of Common Stock were authorized by the Company’s Board of Directors to be issued under the 2024 Plan. Any shares distributed pursuant to an award may consist, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market. The 2024 Plan provides for the grant of stock options, restricted stock, dividend equivalents, restricted stock units, incentive unit awards, stock appreciation rights, and other stock or cash-based awards. Each incentive unit issued pursuant to an award, if any, shall count as one share for purposes of calculating the aggregate number of shares available for issuance under the 2024 Plan. Three types of equity awards have been granted under the 2024 Plan: (1) service-based options, (2) service-based and performance-based restricted stock units and (3) restricted stock to eligible directors serving on the Company’s Board. Service-based options typically vest over a four year service period with 25 % of the award vesting on the first anniversary of the employee’s vesting commencement date, and the balance thereafter in 36 equal monthly installments. Service-based restricted stock units typically vest over a three year service period with 1/3 of the award vesting on each anniversary of the employee’s vesting commencement date. Restricted stock awarded to directors will vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next A nnual Meeting of Stockholders following the grant date. Performance-based restricted stock units typically vest on the earliest date that any of the following occurs: (i) the Company attains an incremental capital investment or (ii) other specified performance conditions. Stock Options As of September 30, 2025, ther e were 67,000 service-based options outstanding under the 2024 Plan. The following table summarizes the Company’s option activity under the 2024 Plan for the nine months ended September 30, 2025: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Outstanding as of December 31, 2024 44,000 $ 22.51 9.93 Granted 23,000 28.57 - Exercised - - - Cancelled or forfeited - - - Outstanding as of September 30, 2025 67,000 $ 24.59 9.26 Options exercisable as of September 30, 2025 - $ - - Vested and expected to vest as of September 30, 2025 67,000 $ 24.59 9.26 The following table summarizes the Company’s unvested option activity under the 2024 Plan for the nine months ended September 30, 2025: Number of Shares Weighted-Average Grant Date Fair Value Unvested as of December 31, 2024 44,000 $ 12.42 Granted 23,000 16.23 Vested - - Forfeited - - Unvested as of September 30, 2025 67,000 $ 13.73 The weighted-average grant-date fair value of stock options granted under the 2024 Plan during the nine months ended September 30, 2025 was $ 16.23 . 22 At September 30, 2025, total unrecognized compensation expense related to the unvested stock options under the 2024 Plan was $ 0.7 million , which is expected to be recognized over a weighted average period of 3.3 years. Restricted Stock Units and Restricted Stock As of September 30, 2025 , there were 4,200,303 restricted stock units and restricted stock outstanding under the 2024 Plan. The following table summarizes the Company’s unvested restricted stock unit and restricted stock activity under the 2024 Plan for the nine months ended September 30, 2025: Number of Shares Weighted-Average Grant Date Fair Value Unvested as of December 31, 2024 1,310,382 $ 23.49 Granted 3,366,380 31.45 Vested ( 402,679 ) 24.77 Forfeited ( 73,780 ) 28.06 Unvested as of September 30, 2025 4,200,303 $ 29.67 As of September 30, 2025, total unrecognized compensation expense related to the unvested restricted stock units and restricted stock under the 2024 Plan was $ 77.1 million , which is expected to be recognized over a weighted average period of 2.5 years. SpaceMobile 2020 Employee Stock Purchase Plan In connection with the Business Combination, the Company adopted the 2020 Employee Stock Purchase Plan (the “ESPP”). The aggregate number of Common Stock shares that may be issued pursuant to rights granted under the ESPP is 2,000,000 shares. If any right granted under the ESPP shall for any reason terminate without having been exercised, the shares not purchased under such right shall again become available for issuance under the ESPP. As of September 30, 2025, the Company had not issued any awards under the ESPP. 11. Income Taxes The Company, organized as a C corporation, owns an equity interest in AST LLC in what is commonly referred to as an “Up-C” structure. For U.S. federal and state income tax purposes, AST LLC has elected to be treated as a partnership and does not pay any income taxes since its income and losses are included in the returns of the members. The portion of the Company’s taxable income or loss attributable to the noncontrolling interests of AST LLC is taxed directly to such members. Consequently, no provision for income taxes has been included in the financial statements related to this portion of taxable income. Certain foreign entities are taxed as corporations in the jurisdictions in which they operate, and accruals for such taxes are included in the consolidated financial statements. The consolidated effective tax rate for the three and nine months ended September 30, 2025 was ( 0.23 %) and ( 0.35 %) , respectively, and the consolidated effective tax rate for the three and nine months ended September 30, 2024 was ( 0.21 %) and ( 0.25 %) , respectively. T he difference between the federal statutory tax rate of 21 % and the effective tax rate is primarily driven by the Company’s Up-C organizational structure and allocation of AST LLC results to noncontrolling interest holders and the valuation allowance recorded against the Company’s net deferred tax assets. The Company recorded a net deferred tax asset for the difference between the book value and tax basis of the Company’s investment in AST LLC at the time of the Business Combination. The Company has assessed the realizability of their deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. As a result, the Company has recorded a full valuation allowance against its deferred tax asset resulting from the Business Combination. As of September 30, 2025, there is a valuation allowance recorded against the UK trading losses acquired as part of the EllioSat acquisition as it is not more likely than not that the trading losses will be realizable in future periods. There are no other valuation allowances recorded against the foreign deferred tax assets as it is more likely than not that the foreign deferred tax assets will be fully realized. The foreign deferred tax assets are subject to foreign exchange risk, which could reduce the amount the Company may ultimately realize. The Company had no uncertain tax positions as of September 30, 2025 and December 31, 2024. In conjunction with the Business Combination, the Company also entered into the Tax Receivable Agreement (“TRA”) with AST LLC. Pursuant to the TRA, the Company is required to pay TRA holders (as defined in the TRA) (i) 85 % of the amount of savings, if any, in U.S. federal, state, local and foreign income tax that the Company actually realizes as a result of (A) existing tax basis of certain assets of AST LLC and its subsidiaries attributable to the AST LLC Common Units, (B) tax basis adjustments resulting from taxable exchanges of AST LLC Common Units acquired by the Company, (C) tax deductions in respect of portions of certain payments made under the TRA, and (D) certain tax attributes that are acquired directly or indirectly by the Company pursuant to a reorganization transaction. All such payments to the TRA holders (as defined in the TRA) are the obligations of the Company, and not those of AST LLC. As of September 30, 2025, there have been no TRA liabilities recorded. 23 On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into U.S. law, introducing a wide range of tax reform provisions, including making permanent certain provisions originally enacted under the Tax Cuts and Jobs Act, such as immediate expensing of domestic research and development costs and 100% bonus depreciation. The OBBBA did not have a material impact on the Company’s effective tax rate for the period ending September 30, 2025. The Company will continue to evaluate the implications of the OBBBA but does not expect the legislation to have a material impact on its consolidated financial statements. 12. Net Loss per Share Basic and diluted net loss per share attributable to holders of Class A Common Stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares during the period. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net loss per share attributable to holders of Class A Common Stock (in thousands, except share and per share data): For the Three Months Ended September 30, 2025 For the Nine Months Ended September 30, 2025 Numerator Net loss before allocation to noncontrolling interest $ ( 163,827 ) $ ( 363,358 ) Net loss attributable to noncontrolling interest ( 40,953 ) ( 95,384 ) Net loss attributable to common stockholders - basic and diluted $ ( 122,874 ) $ ( 267,974 ) Denominator Weighted-average number of shares of Class A Common Stock outstanding - basic and diluted 268,116,942 244,763,237 Weighted-average number of penny warrants - basic and diluted 4,714,226 1,726,823 Weighted-average number of shares - basic and diluted 272,831,168 246,490,060 Net loss per share attributable to holders of Class A Common Stock - basic and diluted $ ( 0.45 ) $ ( 1.09 ) For the Three Months Ended September 30, 2024 For the Nine Months Ended September 30, 2024 Numerator Net loss before allocation to noncontrolling interest $ ( 303,080 ) $ ( 474,234 ) Net loss attributable to noncontrolling interest ( 131,134 ) ( 210,008 ) Net loss attributable to common stockholders - basic and diluted $ ( 171,946 ) $ ( 264,226 ) Denominator Weighted-average number of shares - basic and diluted 155,644,888 139,485,036 Net loss per share attributable to holders of Class A Common Stock - basic and diluted $ ( 1.10 ) $ ( 1.89 ) In accordance with FASB ASC 260, Earnings Per Share, penny warrants are warrants that would be exercised for no or little consideration and therefore should be included in the calculation of weighted average shares outstanding for purposes of calculating basic and diluted net income (loss) per share. The Penny Warrants became exercisable (subject to a lockup until March 22, 2026) and are included in basic and diluted net loss per share from June 23, 2025 when the Bankruptcy Court (as defined below) approved the proposed Spectrum Usage Rights Transaction (as defined below) with Ligado, LLC. As of September 30, 2025, the Company excluded from the calculation of diluted earnings per share 11,227,292 shares of Class B Common Stock, 78,163,078 shares of Class C Common Stock, 122,000 Private Placement Warrants, 11,062,304 shares of Class A Common Stock that may be issued pursuant to awards outstanding under the AST LLC Incentive Plan , the 2020 Plan and the 2024 Plan, and 11,683,475 shares of Class A Common Stock issuable upon conversion of the 2032 4.25 % Convertible Notes and the 2032 2.375 % Convertible Notes (on an as-converted basis) as their effect would have been to reduce the net loss per share. Therefore, the weighted- average number of shares used to calculate both basic and diluted net loss per share of Class A Common Stock is the same. Shares of the Class B Common Stock and Class C Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B Common Stock and Class C Common Stock under the two-class method has not been presented. 24 13. Spectrum Usage Rights Transaction and Related Financing On January 5, 2025, AST LLC entered into a binding agreement (the “Strategic Collaboration Term Sheet”) with Ligado LLC under which the Company will receive long-term access to up to 45 MHz of lower mid-band spectrum in the United States and Canada for direct-to-device satellite applications. The Strategic Collaboration Term Sheet was entered into as part of the restructuring of Ligado LLC, which together with certain of its direct and indirect subsidiaries (together with Ligado LLC, “Ligado”) filed voluntary petitions for relief under Chapter 11 of United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (“Bankruptcy Court”). On March 22, 2025, pursuant to the Strategic Collaboration Term Sheet, the Company, AST LLC, Spectrum USA I, LLC, a subsidiary of AST LLC (“SpectrumCo”) and Ligado entered into certain definitive agreements that, among other things, provided for (1) a $ 550.0 million contingent payment from the Company to Ligado, (2) SpectrumCo’s obligation to make spectrum access usage payments of at least $ 80.0 million annually (“L-band Annual Payment”) (with the option to pay the excess of the amount owed by Ligado to utilize the L-band spectrum in Class A Common Stock of the Company for the first three years), and revenue share payments in exchange for the right to use the up to 40 MHz of the L-band spectrum, (3) the Company’s obligation to pay a usage fee amount due in cash (plus a 30 % premium with respect to each such payment payable in Class A Common Stock of the Company) (the “Crown Castle Annual Payment”) for the right to use up to 5 MHz of the 1670-1675 MHz spectrum, and (4) issuance of the Penny Warrants to Ligado. The Penny Warrants are equity classified and accounted for as non-employee share-based payments under ASC 718, Compensation – Stock Compensation, with a grant date fair value of approximately $ 121.2 million. On June 13, 2025, the Company announced a Settlement Term Sheet (the “Term Sheet”) among various parties including the Company, Ligado, Viasat, Inc. and Inmarsat Global Limited (“Inmarsat”). Pursuant to the Term Sheet, once Ligado’s Chapter 11 plan is confirmed and as long as the financial sponsors of Ligado provide a backstop commitment to Ligado that is acceptable to the Company, in support of a full refund of payments by Ligado in the event applicable regulatory approvals are not obtained and the closing does not occur, the Company has agreed that, with respect to the $ 550.0 million otherwise owed to Ligado in connection with the Spectrum Usage Rights Transaction, it will pay $ 420.0 million to Ligado for the benefit of Inmarsat on October 31, 2025, $ 100.0 million to Ligado for the benefit of Inmarsat on March 31, 2026 and $ 15.0 million to Ligado for the benefit of Inmarsat on receipt of specified regulatory approvals and the closing of the Spectrum Usage Rights Transaction. The remaining $ 15.0 million would be payable to Ligado at the closing. On June 23, 2025, the Bankruptcy Court approved the transactions (the “Spectrum Usage Rights Transaction”) contemplated in the Strategic Collaboration Term Sheet. On or about September 29, 2025, the Bankruptcy Court confirmed Ligado’s Chapter 11 plan. The Term Sheet constitutes an off-balance sheet commitment as of September 30, 2025 whose obligations were not recognized in the unaudited condensed consolidated financial statements. T he Company has made the $ 420.0 million payment to Ligado for the benefit of Inmarsat, which was required to be made by October 31, 2025. The Company expects to present the $ 420.0 million payment as capital advances to Ligado within Other non-current assets in the Company’s consolidated balance sheets. To support the consideration that may become payable under the definitive agreements related to the Spectrum Usage Rights Transaction described above, on July 15, 2025 (the “Credit Facility Closing Date”), SpectrumCo entered into a credit agreement (the “Credit Agreement”) with Sound Point Agency LLC, as administrative agent and collateral agent, and the lenders from time to time party thereto. The Credit Agreement provides for a non-recourse senior-secured delayed-draw term loan facility (“Sound Point Credit Facility”) in an aggregate principal amount of $ 550.0 million (“Loan Amount”). Subject to the satisfaction of certain conditions, the Sound Point Credit Facility will be available to draw until October 5, 2026 with an option to extend for an additional 180 days (“Availability Period”) subject to payment of an additional 1 % fee on the Loan Amount. The Sound Point Credit Facility will be available to SpectrumCo upon the satisfaction of certain conditions, including, among others, (i) entry into security documents and other related documents, (ii) receipt of all required regulatory and Federal Communications Commission (“FCC”) approvals relating to the Spectrum Usage Rights Transaction, (iii) occurrence of certain bankruptcy-related events pertaining to Ligado and (iv) certain other customary conditions to funding. The Sound Point Credit Facility will be secured by substantially all of the assets of SpectrumCo and the newly formed subsidiary that will purchase and collect the receivables associated with the revenues generated from use of the L-band spectrum (“RevenueCo”). RevenueCo will also act as a guarantor under the Sound Point Credit Facility. Neither the Company nor AST LLC will be liable as a borrower or guarantor or otherwise for any payments owing in connection with the Sound Point Credit Facility, and the lenders’ recourse to the assets of AST LLC will be limited to AST LLC’s equity interests both in SpectrumCo and in RevenueCo. The Sound Point Credit Facility required SpectrumCo to pay a commitment fee equal to 2 % of the Loan Amount, which SpectrumCo has fully paid. The Sound Point Credit Facility also includes a ticking fee equal to 0.15 % of the Loan Amount payable on a monthly basis from the Credit Facility Closing Date to the date the Sound Point Credit Facility is drawn. If SpectrumCo terminates the Sound Point Credit Facility prior to the end of the Availability Period, SpectrumCo will be required to pay a termination fee, payable in cash or shares of the Company’s Class A Common Stock at SpectrumCo’s option, ranging from 1 % to 5 % of the Loan Amount depending on when SpectrumCo terminates the Sound Point Credit Facility. The Sound Point Credit Facility also requires SpectrumCo to pay an upfront fee equal to 3 % of the Loan Amount that will become payable when SpectrumCo draws on the Sound Point Credit Facility (and will act as a reduction to proceeds received) and other fees, which became payable starting from the Credit Facility Closing Date. During the three and nine months ended September 30, 2025, the Company recognized $ 1.8 million for the amortization of the commitment fee within interest expense in the unaudited condensed consolidated statements of operations. The remaining unamortized commitment fee is presented within other non-current assets in the unaudited condensed balance sheets. As of September 30, 2025, the Company recorded $ 154.0 million of advanced consideration for the spectrum usage rights asset being acquired by the Company through the Spectrum Usage Rights Transaction within intangible assets, net in the unaudited condensed consolidated balance sheet that consisted of approximately $ 121.2 million representing the grant date fair value of the Penny Warrants 25 issued to Ligado, $ 19.6 million in payments made or accrued towards the L-band Annual Payment and $ 9.2 million in payments made or accrued towards the Crown Castle Annual Payment that the Company has paid or is obligated to pay, and approximately $ 4.0 million of direct third-party transaction costs. The closing of the Spectrum Usage Rights Transaction is still subject to receipt of satisfactory regulatory approvals required for the proposed use of the spectrum, as well as other closing conditions. 14. Global S-Band Spectrum Priority Rights Acquisition On September 25, 2025, the Company acquired 100 % of the issued and outstanding equity interests in EllioSat Ltd., whose wholly owned subsidiary, Sky and Space Global (UK) Limited holds certain S-Band ITU priority rights to Mobile Satellite Services frequencies in the range of 1980-2010 MHz and 2170-2200 MHz, for use in LEO (the “Transaction”). The Transaction has a total consideration of $ 64.5 million, to be paid in stock or cash at the Company’s election, with (i) $ 26.0 million paid at closing, (ii) $ 10.0 million to be paid on the second anniversary of closing, and (iii) $ 10.0 million to be paid on the third anniversary of closing. Additionally, the Company is obligated to pay $ 16.65 million upon the successful launch and effective in-service of a L/S satellite to be manufactured and $ 1.85 million upon continuous operation of such L/S satellite for a period of at least ninety (90) days. The Transaction was accounted for as an asset acquisition. As of September 30, 2025, the Company recorded $ 59.6 million of indefinite-lived intangible asset related to the ITU priority rights acquisition within Intangible assets, net in the unaudited condensed consolidated balance sheet that consisted of the $ 42.9 million of purchase consideration, $ 1.8 million of direct third-party transaction costs, and $ 14.9 million of increase in the intangible asset’s carrying amount due to deferred tax liabilities recognized for the temporary cost and tax bases differences. The $ 42.9 million of purchase consideration included (i) $ 26.0 million paid at closing in shares of the Company’s Class A Common Stock, (ii) the present value of $ 10.0 million to be paid by the Company on the second anniversary of closing, which is presented within Other non-current liabilities in the unaudited condensed consolidated balance sheet and (iii) the present value of $ 10.0 million to be paid by the Company on the third anniversary of closing which is presented within Other non-current liabilities in the unaudited condensed consolidated balance sheet . The Company did not recognize the $ 18.5 million allocated to the acquisition of an operational L/S satellite as the related milestones are not yet met. 15. Vodafone Joint Venture On July 7, 2025, the Company and Vodafone entered into an agreement to create a 50/50 jointly-owned European satellite service business (“SatCo”), headquartered in Luxembourg, to exclusively distribute AST SpaceMobile’s broadband satellite services to Mobile Network Operators in European markets. In addition, SatCo is expected to deploy a small network of earth stations that integrate with operators of existing 4G/5G terrestrial networks, providing backhaul links, as well as extended coverage across Europe from the anticipated satellite constellation in LEO. Upon formation of the joint venture, the Company contributed exclusive distribution rights at a determined fair value of approximately $ 23.5 million, as a non-cash consideration, in return for a $ 5.9 million equity investment in SatCo and a $ 17.6 million receivable from SatCo. Both the equity investment and the receivable are reported within Other non-current assets in the unaudited condensed consolidated balance sheets. The Company accounted for the difference between the fair value of the exclusive distribution rights and its cost basis as non-current contract liabilities which the Company expects to recognize over the exclusivity period commencing with the initiation of commercial services. SatCo is a VIE of which Company is not a primary beneficiary, and the Company accounts for its investment using the equity method of accounting. During the three months ended September 30, 2025, no proportionate share of SatCo’s income or loss was recognized. 16. Subsequent Event s On October 31, 2025, BackstopCo, LLC, a subsidiary of AST LLC (“BackstopCo”), entered into a loan agreement with UBS AG, Stamford Branch, as lender (the “UBS Loan Agreement”). The UBS Loan Agreement provides for a cash collateralized term loan facility (the “UBS Loan Facility”) in an aggregate principal amount of $ 420.0 million. The loan under the UBS Loan Facility bears interest at a floating rate equal to Term SOFR plus 2.0 % per annum and matures on the earlier of (a) October 31, 2028 and (b) the date on which the UBS Loan Facility shall be terminated or accelerated as provided in the UBS Loan Agreement. The loan under the UBS Loan Facility can be prepaid in whole or in part, without penalty or premium, subject to payment of any applicable breakage costs. The UBS Loan Facility is secured by a first-priority lien on substantially all of BackstopCo’s assets. The Company is not liable as a borrower or guarantor or otherwise for any payments owing in connection with the UBS Loan Facility. AST LLC will act as a limited guarantor under the UBS Loan Facility solely upon the occurrence of certain “bad boy” actions adverse to the lender by AST LLC or its affiliates, and the lender’s recourse to the assets of AST LLC is limited to AST LLC’s equity interests in BackstopCo. In addition, the affirmative and negative covenants contained in the UBS Loan Agreement (as described further below), apply to BackstopCo and/or AST LLC, as applicable. 26 The UBS Loan Agreement includes customary affirmative and negative covenants, including restrictions on additional indebtedness, liens, investments, asset dispositions, mergers, affiliate transactions, and dividends, as well as requirements relating to use of proceeds and compliance with specified agreements, among other covenants as more fully described in the UBS Loan Agreement. Further, at all times following the UBS Loan Facility Closing Date until the maturity or termination of the UBS Loan Facility, BackstopCo is required to maintain cash or cash equivalents on deposit or credited to its collateral account in an amount equal to (or in excess of) 102.0 % of the outstanding principal amount of the loan under the UBS Loan Facility. The UBS Loan Agreement also contains customary events of default (subject to grace periods, where applicable), including, among others, failure to pay principal or interest, cross-defaults to other agreements, breaches of representations and warranties, covenant defaults, the occurrence of a change in control and certain bankruptcy and insolvency events. 27 Item 2. Management’s Discussion and Analys is of Financial Condition and Results of Operations Except as otherwise noted or where the context requires otherwise, references in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to AST SpaceMobile, Inc. and references to our “management” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in Item 1 of this Quarterly Report and with our Annual Report on Form 10-K for the year ended December 31, 2024, including our audited consolidated financial statements and related notes contained therein. Unless otherwise indicated, all references to “dollars” and “$” in this Quarterly Report are to, and all monetary amounts in this Quarterly Report are presented in, U.S. dollars. Cautionary Note Regarding Forward-Looking Statements This Quarterly Report includes “forward-looking statements” for the purposes of federal securities laws that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek,” “plan,” “predict,” “potential,” and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report may include, for example, statements about: • our strategies and future financial performance, including our business plans or objectives, products and services, pricing, marketing plans, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash and capital expenditures; • expected functionality of the SpaceMobile Service; • the timing of the assembly, integration and testing as well as regulatory approvals for the launch of our next generation of commercial BB satellites (“Block 2 BB satellites”); • anticipated timing and level of deployment of satellites and anticipated developments in technology included in our satellites; • anticipated demand and acceptance of mobile satellite services; • anticipated costs necessary to execute our business plan, many of which are preliminary estimates subject to change based upon a variety of factors, including but not limited to our success in deploying and testing our constellation of satellites; • anticipated timing of our needs for capital or expected incurrence of future costs; • prospective performance and commercial opportunities and competitors; • our ability to continue to raise funds to finance our operating expenses, working capital and capital expenditures; • commercial partnership acquisition and retention; • the negotiation of definitive agreements with Mobile Network Operators (“MNOs”) and governmental entities relating to the SpaceMobile Service that would supersede preliminary agreements and memoranda of understanding; • our success in retaining or recruiting, or changes required in, our officers, key employees or directors; • our expansion plans and opportunities, including the size of our addressable market; • our ability to comply with domestic and foreign regulatory regimes and the timing of obtaining regulatory approvals; • changes in applicable laws or regulations; • our ability to invest in growth initiatives and enter into new geographic markets; • the possibility we may be adversely affected by other economic, business and/or competitive factors; • the outcome of any legal proceedings that may be instituted against us; • our ability to deal appropriately with conflicts of interest in the ordinary course of our business; • our ability to consummate the proposed strategic transaction with Ligado, including our ability to realize the anticipated benefits of our proposed transaction with Ligado and to satisfy the conditions to funding under the Sound Point Credit Facility; • changes in U.S. trade policy, including changes to existing trade agreements and any resulting changes in international trade relations; and • our ability to realize the anticipated benefits of our strategic transactions such as acquisitions, investments, partnerships, joint ventures and other growth strategies. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, 28 performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to Part I, Item 1A. Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2024 and in Part II, Item 1A. Risk Factors included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and in this Quarterly Report. The Company’s filings with the SEC can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Overview We are building the first and only global Cellular Broadband network in space to be accessible directly by everyday smartphones (2G/4G-LTE/5G devices) for commercial use, and other applications for government use utilizing our extensive intellectual property (“IP”) and patent portfolio. The SpaceMobile Service is being designed to provide cost-effective, high-speed Cellular Broadband services to end-users who are out of terrestrial cellular coverage using existing mobile devices. The SpaceMobile Service currently is planned to be provided by a constellation of high-powered, large phased-array satellites in low Earth orbit (“LEO”) using low-band and mid-band spectrum controlled by MNOs. On March 22, 2025, we and certain of our subsidiaries entered into certain definitive agreements with Ligado Networks LLC (“Ligado LLC”) and its subsidiaries (together with Ligado LLC, “Ligado”) for usage rights for mid-band spectrum, which were approved by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) on June 23, 2025. Ligado’s Chapter 11 plan was confirmed by the Bankruptcy Court on or about September 29, 2025. Subject to the completion of certain conditions, including regulatory approval, as a result of the transaction with Ligado, we expect our network will be enhanced by our long-term access to up to 45 MHz of the lower mid-band satellite spectrum in the United States and Canada through our usage agreements. In addition, on September 25, 2025, we completed the acquisition of an entity that holds certain S-Band International Telecommunication Union priority rights to Mobile Satellite Services frequencies in the range of 1980-2010 MHz and 2170-2200 MHz, for use in LEO. We expect the acquisition will further enhance our network by up to 60 MHz of mid-band satellite spectrum globally. As of September 30, 2025, our IP portfolio consists of approximately 3,800 patent and patent pending claims worldwide, of which approximately 1,800 have been officially granted or allowed. This includes 36 patent families worldwide. Our patents have various terms expiring starting 2039. We are headquartered in Texas where we operate over 200,000 square feet satellite assembly, integrating and testing (“AIT”) facilities. We intend to work with MNOs to offer the SpaceMobile Service to the MNOs’ end-user customers. We currently have partnerships with over 50 MNOs with nearly 3 billion subscribers globally. Our vision is that users will not need to subscribe to the SpaceMobile Service directly through us, nor will they need to purchase any new or additional equipment. Instead, users will be able to access the SpaceMobile Service when prompted on their mobile device that they are no longer within range of the land-based facilities of the MNOs or will be able to purchase a plan directly with their existing mobile provider. We intend to seek to use a revenue-sharing business model for the SpaceMobile Service in our agreements with MNOs. The SpaceMobile Service is expected to be highly attractive to MNOs as it will enable them to improve and differentiate their service offering without significant incremental capital investments. The SpaceMobile Service is expected to enable MNOs to augment and extend their coverage without building towers or other land-based infrastructure, including where it is not cost-justified or is difficult due to geographical challenges. As a result of the incremental coverage created by the planned SpaceMobile Service, we believe that MNOs will have the opportunity to increase subscribers’ average revenue per user. We also intend to leverage our patented technology, including the large phased array and high power capability of our BlueBird (“BB”) satellites, for a variety of applications in the government sector. To this end, we have entered into agreements with prime contractors for the United States (“U.S.”) government to perform certain tasks, including a new contract award entered in February 2025 with the United States Space Development Agency (“SDA”) through a prime contractor with total expected revenue of $43.0 million to provide certain testing services utilizing the five first generation commercial BB satellites (“Block 1 BB satellites”) and one next generation Block 2 BB satellite and a new contract award entered in April 2025 with the Defense Innovation Unit (“DIU”) through a prime contractor with total expected revenue of up to approximately $20.0 million for SpaceMobile capabilities with multiple U.S. government agencies in support of government communications over land, sea, and air. We intend to seek to enter into other similar agreements with the U.S. government, either directly or through prime contractors, to develop and test certain non-communication applications and, once qualified, provide certain non-communication and communication services through our satellites. On April 1, 2019, we launched our first test satellite, BlueWalker 1, which was used to validate our satellite to cellular architecture and was capable of managing communications delays from LEO and the effects of doppler in a satellite to ground cellular environment using the 4G-LTE protocol. We launched our Blue Walker 3 (“BW3”) test satellite on September 10, 2022, and announced the completion of the deployment of the communication phased array antenna of the BW3 test satellite in orbit on November 14, 2022. Using the BW3 test satellite, we successfully completed two-way 5G voice calls directly to standard unmodified smartphones, achieved repeated successful download speeds of above 21 megabits per second (“Mbps”) to standard unmodified smartphones and spectral efficiency of approximately 3 bits per second per hertz. 29 We have also successfully completed initial in-orbit and ground testing for non-communication government applications. We intend to continue testing capabilities of the BW3 test satellite, including further testing with cellular service providers and the U.S. government. We launched five Block 1 BB satellites on September 12, 2024. The Block 1 BB satellites are of similar size and weight to the BW3 test satellite and have ten times higher throughput than the BW3 test satellite. In October 2024, we completed the deployment of the communication phased array antennas and Q/V antennas in orbit and performed a series of monitoring tests and activities to confirm the successful initial operations of the Block 1 BB satellites. In January 2025, we successfully made the first SpaceMobile video call from space with Vodafone using standard unmodified smartphones. In February 2025, we completed the voice and video call tests on standard unmodified smartphones with AT&T and Verizon in the United States and also completed the tests for non-communication applications for the U.S. government. All five Block 1 BB satellites have participated in the tests at various stages. In April 2025, together with Rakuten Mobile, Inc., we successfully conducted a two-way broadband video call in front of a live audience using unmodified smartphones on the SpaceMobile network enabled by a Block 1 BB satellite in orbit today. On July 21, 2025, we and AT&T made the first-ever Voice over LTE (“VoLTE”) call and short message service over satellite using AT&T’s spectrum and core network with a standard unmodified cell phone. On October 2, 2025, together with Bell Canada, we achieved Canada’s first-ever space-based 4G VoLTE voice call, broadband data connection, and video streaming using everyday smartphones. We have deployed and released many fixed cells over the continental U.S. to our MNO and Original Equipment Manufacturer partners as the reference cells for routing testing. We expect to continue testing for SpaceMobile Service automation including beta testing prior to rollout of initial noncontinuous SpaceMobile Service in select markets including the United States, Europe, Japan and other strategic markets. The SpaceMobile Service has not been launched and therefore has not yet generated any revenue. We currently plan to utilize the Block 1 BB satellites to initiate a limited, noncontinuous SpaceMobile Service in targeted geographical markets, including in the United States, and validate and test non-commercial government applications and seek to generate revenue from such services. Prior to initiating SpaceMobile Service in each jurisdiction, we will need to obtain regulatory approvals in each jurisdiction where we would provide such service and would need to enter into commercial agreements with MNOs relating to the offering of such service in each jurisdiction. We received an initial license from the Federal Communications Commission (“FCC”) to launch and operate the Block 1 BB satellites using V-, S- and UHF-band frequencies to support orbit raising maneuvers and Telemetry, Tracking, and Command (“TT&C”) operations, and to employ the V-band for routine gateway feeder link operations. We obtained special temporary authorities (“STAs”) from the FCC to test our space-based cellular broadband network in the United States, employing low-band spectrum in the 700/800 MHz bands from AT&T and Verizon as well as FirstNet Band 14 spectrum dedicated for first responders and the public safety community. We have also obtained and currently hold STAs for service-link testing in the United Kingdom with Vodafone, in Canada with Bell Canada, and in Japan with Rakuten Mobile, Inc. In July 2025, we received an experimental authorization from the FCC to launch and operate our first Block 2 BB satellite (“FM 1” or “BlueBird 6”) using V-, S- and UHF-band frequencies to support orbit raising maneuvers, TT&C and gateway feeder link operations. Further, we have filed our Part 25 modification application for authority to launch and operate our planned 248-satellite LEO network to provide supplemental coverage from space (“SCS”) service to the continental United States and Hawaii, using 700/800 MHz spectrum licensed to AT&T, Verizon, and FirstNet. The FCC has partially granted our Part 25 modification application to authorize launch and operations of 20 Block 2 BB satellites using V-, S- and UHF-band frequencies to support orbit raising maneuvers and TT&C operations. The FCC also has placed our Part 25 modification application on public notice, accepting it for filing and seeking comment on the application. Before we begin providing full commercial SpaceMobile Service, we will need a grant of our remaining Part 25 modification application. To commence commercial SpaceMobile Service outside the United States, we will need to obtain additional approvals from the relevant non-U.S. regulatory authorities. AST SpaceMobile has also obtained STAs for V-band gateway operations with the Block 1 BB satellites at several U.S. sites, and has filed or expects to file with the FCC STA and license applications for existing and new V-band gateways to communicate with our planned 248-satellite constellation, including FM 1 and the Block 2 BB satellites. We have entered into a space-based wireless connectivity agreement with AT&T to provide SpaceMobile Service to AT&T’s end users for use within the continental United States (excluding Alaska) and Hawaii and with Vodafone to provide SpaceMobile Services to Vodafone’s end users for use outside the United States. On October 8, 2025, we announced the signing of a definitive commercial agreement with Verizon to provide direct-to-cellular AST SpaceMobile service when needed for Verizon customers starting in 2026. On October 29, 2025, we entered into a ten-year commercial agreement with Saudi Telecom Company (“STC”) to enable direct-to-device satellite mobile connectivity across Saudi Arabia and key regional markets. We are also expanding our efforts on ground infrastructure development for commercial readiness and integrating our SpaceMobile Service into the MNOs’ infrastructure to initiate commercial services. Beginning in the first quarter of 2024, we have recognized revenue from completion of performance obligations under agreements with prime contractors for the U.S. government and expect to continue to recognize revenue as and when we complete the remaining performance obligations under the agreements. Beginning in the fourth quarter of 2024, we began to generate revenue from the resale of gateway equipment, software and associated services to MNOs. We believe initiation of limited, noncontinuous SpaceMobile Service, as well as completing the milestones under the agreements with prime contractors for the U.S. government, will help to demonstrate the advantages of our satellite-based Cellular Broadband service in the market. These market activities will commence while we continue the development and testing of the next generation of commercial BB satellites . Our next generation of commercial BB satellites, Block 2 BB satellites, featuring up to approximately 2,400 square feet communication array, the largest communication array to be ever deployed in a LEO for commercial use and more than three times bigger than the communication array of the Block 1 BB satellites in orbit today, are designed to deliver up to 10 times the bandwidth capacity of the Block 30