8-K – 2026-02-23 – form8-k.htm

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2026-02-20
2026-02-20

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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 20, 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
8.01 Other Events.

 

On
February 20 and February 23, 2026, AST SpaceMobile, Inc. (the “Company”) completed the repurchase of approximately $46.5
million principal amount of its outstanding 4.25% convertible senior notes due 2032 (the “4.25% Convertible Notes”) and $250.0
million principal amount of its outstanding 2.375% convertible senior notes due 2032 (the “2.375% Convertible Notes” and
together with the 4.25% Convertible Notes, the “Existing Notes”), respectively, in separate, privately negotiated repurchase
transactions with a limited number of holders of the Existing Notes (the “Holders”) for an aggregate repurchase price in
cash of approximately $180.5 million for the 4.25% Convertible Notes and approximately $433.7 million for the 2.375% Convertible Notes
(collectively, the “Repurchases”), which includes accrued and unpaid interest on the repurchased 2.375% Convertible Notes
but is net of accrued and unpaid interest from, and including, the settlement date of the relevant Repurchases to, but excluding, March
1, 2026 on the repurchased 4.25% Convertible Notes.

 

The
Repurchases were funded, together with cash on hand, with the net proceeds from the Company’s previously announced concurrent registered
direct offerings of (i) 1,862,741 shares of its Class A common stock (the “Class A Common Stock”) and (ii) 4,475,223 shares
of Class A Common Stock (collectively, the “Shares”), in each case, at a price of $96.92 per share, which closed, respectively,
on February 20 and February 23, 2026 (collectively, the “Equity Offerings”). In connection with the Equity Offerings, the
Company entered into separate, privately negotiated share purchase agreements with the Holders.

 

The
Equity Offerings were made pursuant to preliminary prospectus supplements, each dated February 11, 2026, and filed with the Securities
and Exchange Commission (the “SEC”) on February 11, 2026, pricing term sheets, each dated February 11, 2026, and filed with
the SEC as free writing prospectuses on February 12, 2026, final prospectus supplements, each dated February 11, 2026, and filed with
the SEC on February 13, 2026, and the base prospectus, dated September 5, 2024, filed as part of the Company’s automatic shelf
registration statement (File No. 333-281939) that became effective under the Securities Act of 1933, as amended (the “Securities
Act”), when filed with the SEC on September 5, 2024.

 

 

 

 

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
23, 2026
By:
/s/
Andrew M. Johnson

 
 
 
Andrew
M. Johnson

 
 
 
Executive
Vice President, Chief Financial Officer and Chief Legal Officer