8-K – 2026-02-17 – form8-k.htm

Automatiskt nyckeltalsindex

Detta är sökträffar och textkontext, inte verifierade eller normaliserade redovisningsvärden.

Fulltext

false
0001780312

0001780312

2026-02-12
2026-02-12

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

 

 

 

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

FORM
8-K

 

CURRENT
REPORT

 

Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date
of Report (Date of earliest event reported): February 12, 2026

 

AST
SpaceMobile, Inc.

(Exact
name of registrant as specified in its charter)

 

Delaware
 
001-39040
 
84-2027232

(State
or Other Jurisdiction
 
(Commission
 
(IRS
Employer

of
Incorporation)
 
File
Number)
 
Identification
No.)

 

Midland
International Air & Space Port

2901
Enterprise Lane

Midland ,
Texas

 
79706

(Address
of principal executive offices)
 
(Zip
Code)

 

Registrant’s
telephone number, including area code: (432) 276-3966

 

N/A

(Former
name or former address, if changed since last report.)

 

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

 

☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
 

☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
 

☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
 

☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

 

 

 

Item
1.01 Entry into a Material Definitive Agreement.

 

Indenture
and Notes

 

On
February 17, 2026, AST SpaceMobile, Inc. (the “ Company ”) completed its previously announced private offering (the
“ Offering ”) of $1.0 billion aggregate principal amount of 2.25% Convertible Senior Notes due 2036 (the “ Notes ”).
Pursuant to the purchase agreement between the Company and the initial purchasers of the Notes, the Company granted the initial purchasers
an option to purchase, for settlement within the period from, and including, the date the Notes are first issued to, and including, February
20, 2026, up to an additional $150,000,000 principal amount of Notes (the “ Notes Option”) . The Notes issued on February
17, 2026 do not include any Notes purchased pursuant to the Notes Option. The Notes were issued pursuant to an indenture, dated February
17, 2026 (the “ Indenture ”), between the Company and U.S. Bank Trust Company, National Association, as trustee. The
Notes are general unsecured obligations of the Company and will mature on April 15, 2036, unless earlier converted or repurchased. Interest
on the Notes will accrue at a rate of 2.25% per year from February 17, 2026 and will be payable semiannually in arrears on April 15 and
October 15 of each year, beginning on October 15, 2026. The Notes are convertible at the option of the holders at any time prior to the
close of business on the business day immediately preceding January 15, 2036 only under the following conditions: (1) during any calendar
quarter commencing after the calendar quarter ending on June 30, 2026 (and only during such calendar quarter), if the last reported sale
price of the Company’s Class A common stock, par value $0.0001 per share (the “ 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” (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day
of the Measurement Period was less than 98% of the product of the last reported sale price of the Class A Common Stock and the conversion
rate on each such trading day; or (3) upon the occurrence of specified corporate events as set forth in the Indenture. On or after January
15, 2036 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes
may convert all or any portion of their Notes, at any time, in integral multiples of $1,000 principal amount, at the option of the holder
regardless of the foregoing conditions. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as
the case may be, cash, shares of Class A Common Stock or a combination of cash and shares of Class A Common Stock, at the Company’s
election, in the manner and subject to the terms and conditions provided in the Indenture.

 

The
conversion rate for the Notes will initially be 8.5982 shares of Class A Common Stock per $1,000 principal amount of Notes, which is
equivalent to an initial conversion price of approximately $116.30 per share of Class A Common Stock. The initial conversion price of
the Notes represents a premium of approximately 20% above the last reported sale price of the Class A Common Stock on the Nasdaq Global
Select Market on February 11, 2026. The conversion rate for the Notes is subject to adjustment in some events in accordance with the
terms of the Indenture but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events
that occur prior to the maturity date of the Notes, the Company will, under certain circumstances, increase the conversion rate of the
Notes for a holder who elects to convert its Notes in connection with such a corporate event.

 

The
Company may not redeem the Notes prior to the maturity date, and no sinking fund is provided for the Notes.

 

If
the Company undergoes a “fundamental change” (as defined in the Indenture), then, subject to certain conditions and except
as described in the Indenture, holders may require the Company to repurchase for cash all or any portion of their Notes at a fundamental
change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but
excluding, the fundamental change repurchase date.

 

 

 

 

The
Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due
and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become
automatically due and payable. The following events are considered “events of default” under the Indenture:

 

 
●
default
in any payment of interest on any Note when due and payable and the default continues for a period of 30 days;

 
 
 

 
●
default
in the payment of principal of any Note when due and payable at its stated maturity, upon any required repurchase, upon declaration
of acceleration or otherwise;

 
 
 

 
●
failure
by the Company to comply with its obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s
conversion right and such failure continues for five business days;

 
 
 

 
●
failure
by the Company to give (i) a fundamental change notice or notice of a make-whole fundamental change, in either case when due and
such failure continues for five business days or (ii) notice of a specified corporate transaction when due and such failure continues
for three business days;

 
 
 

 
●
failure
by the Company to comply with its obligations in respect of any consolidation, merger or sale of assets;

 
 
 

 
●
failure
by the Company for 60 days after written notice from the trustee or the holders of at least 25% in principal amount of the Notes
then outstanding has been received to comply with any of the Company’s other agreements contained in the Notes or the Indenture;

 
 
 

 
●
default
by the Company or any of its “significant subsidiaries” (as defined in the Indenture) with respect to any mortgage, agreement
or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money
borrowed with principal amount in excess of $50.0 million (or its foreign currency equivalent) in the aggregate of the Company and/or
any of the Company’s significant subsidiaries, whether such indebtedness now exists or shall hereafter be created (i) resulting
in such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure
to pay the principal of any such debt when due and payable (after the expiration of all applicable grace periods) at its stated maturity,
upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses (i) and (ii), such acceleration
shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness
is not paid or discharged, as the case may be, within 45 days after written notice to the Company by the trustee or to the Company
and the trustee by holders of at least 25% in aggregate principal amount of the Notes then outstanding in accordance with the Indenture;
and

 
 
 

 
●
certain
events of bankruptcy, insolvency or reorganization of the Company or any of the Company’s significant subsidiaries.

 

In
case certain events of bankruptcy, insolvency or reorganization occur with respect to the Company, 100% of the principal of, and
accrued and unpaid interest, if any, on, all outstanding Notes will automatically become due and payable. If an event of default
with respect to the Notes (other than certain events of bankruptcy, insolvency or reorganization with respect to the Company) occurs
and is continuing, the trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes
by notice to the Company and the trustee, may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the
outstanding Notes to be due and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company so elects,
the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the
Indenture will, for the first 365 days after the occurrence of such an event of default, consist exclusively of the right to receive
additional interest on the Notes.

 

 

 

 

The
Indenture provides that the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially
all of the consolidated properties and assets of the Company and its subsidiaries, taken as a whole, to, another person (other than any
such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly owned subsidiaries but, for
the avoidance of doubt, in the case of any such sale, conveyance, transfer or lease, the transferee shall not succeed to, and the Company
shall not be discharged from, its obligations under the Notes or the Indenture) (a “ Business Combination Event ”),
unless (i) the resulting, surviving or transferee person (if not the Company) is a “qualified successor entity” (as defined
in the Indenture) organized and existing under the laws of the United States of America, any State thereof or the District of Columbia,
and such successor entity (if not the Company) expressly assumes by supplemental indenture all of the Company’s obligations under
the Notes and the Indenture; and (ii) immediately after giving effect to such transaction, no default or event of default has occurred
and is continuing under the Indenture. Upon any such Business Combination Event, the successor entity (if not the Company) shall succeed
to, and may exercise every right and power of, the Company’s under the Indenture, and the Company shall be discharged from its
obligations under the Notes and the Indenture except in the case of any such lease.

 

A
copy of the Indenture is attached hereto as Exhibit 4.1 (including the form of the Notes attached hereto as Exhibit 4.2) and is incorporated
herein by reference (and this description is qualified in its entirety by reference to such document).

 

The
Company’s net proceeds from the Offering were approximately $983.7 million, after deducting the initial purchasers’ discounts
and commissions and the estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering
for general corporate purposes, including without limitation, accelerating the deployment of the Company’s controlled spectrum
bands on a global basis, monetizing the capabilities of the Company’s proprietary technology to capture the evolving commercial
opportunities related to artificial intelligence, enhancing investment in government space opportunities in the U.S., reducing higher
interest debt, and pursuing opportunistic investments to accelerate the Company’s SpaceMobile Service and capabilities.

 

Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item
3.02 Unregistered Sales of Equity Securities.

 

The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

The
Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2)
of the Securities Act of 1933, as amended (the “ Securities Act ”). The Notes were resold by the initial purchasers
to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Section 4(a)(2)
and Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made
by the initial purchasers in the purchase agreement dated February 11, 2026, by and among the Company and the representatives of the
initial purchasers.

 

The
Notes and the shares of Class A Common Stock issuable upon conversion of the Notes, if any, have not been registered under the Securities
Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

 

 

 

 

To
the extent that any shares of Class A Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated
to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration
is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Class A Common Stock. Initially,
a maximum of 11,865,355 shares of Class A Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion
rate of 10.3177 shares of Class A Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment
provisions, and assuming the Notes Option is exercised in full.

 

Item
8.01 Other Events.

 

On
February 12, 2026, the Company issued a press release announcing the pricing of the Notes and a press release relating to the pricing
of its registered direct offerings of Class A Common Stock and concurrent repurchases of a portion of its 4.25% convertible senior notes
due 2032 and 2.375% convertible senior notes due 2032. Copies of the press releases are filed as Exhibits 99.1 and 99.2 to this Current
Report on Form 8-K and are incorporated by reference herein.

 

Forward-Looking
Statements

 

This
Current Report on Form 8-K contains forward-looking statements including statements concerning the Offering of the Notes and the anticipated
use of proceeds from the Offering. The words “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking
statements. Forward-looking statements represent the Company’s current beliefs, estimates and assumptions only as of the date of
this Current Report on Form 8-K and information contained in this Current Report on Form 8-K should not be relied upon as representing
the Company’s estimates as of any subsequent date. These forward-looking statements are subject to risks, uncertainties, and assumptions.
If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking
statements. Risks include, but are not limited to, market risks, trends and conditions. These risks are not exhaustive. Further information
on these and other risks that could affect the Company’s results is included in its filings with the Securities and Exchange Commission
(“SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, its Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2025, its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 (as amended),
its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, and the future reports that it may file from time
to time with the SEC. The Company assumes no obligation to, and does not currently intend to, update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by law.

 

Item
9.01 Financial Statements and Exhibits.

 

(d)
Exhibits

 

Exhibit
No.
 
Description

4.1
 
Indenture, dated as of February 17, 2026, by and between AST SpaceMobile, Inc. and U.S. Bank Trust Company, National Association, as Trustee

4.2
 
Form of Global Note, representing AST SpaceMobile, Inc.’s 2.25% Convertible Senior Notes due 2036 (included as Exhibit A to the Indenture filed as Exhibit 4.1)

99.1
 
Press release titled “AST SpaceMobile Announces Pricing of Private Offering of $1.0 Billion of Convertible Senior Notes Due 2036”, dated February 12, 2026

99.2
 
Press release titled “AST SpaceMobile Prices Repurchases of Convertible Senior Notes to be Funded By Concurrent Registered Direct Offerings of Class A Common Stock”, dated February 12, 2026

104
 
Cover
Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

 

 
AST
SPACEMOBILE, INC.

 
 

Date:
February 17, 2026
By:
/s/
Andrew M. Johnson

 
 
Andrew
M. Johnson

Chief
Financial Officer and Chief Legal Officer