Repurchasing $135.0 million principal amount of existing convertible senior notes and removing approximately 5.0 million underlying shares as well as approximately $37.8 million of remaining interest

Issuing approximately 5.8 million shares to participating note holders to fund the repurchase

MIDLAND, Texas--(BUSINESS WIRE)--Jul. 25, 2025-- AST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS), the company building the first and only space-based cellular broadband network accessible directly by everyday smartphones, and designed for both commercial and government applications, today announced the pricing of a cash repurchase (the “Repurchase”) of $135.0 million aggregate principal amount of its 4.25% convertible senior notes due 2032 (the “Existing Notes”) and its offering of approximately 5.8 million shares of its Class A common stock to holders of Existing Notes participating in the Repurchase in a direct placement registered under the Securities Act of 1933, as amended (the “Registered Direct Offering”).

With this series of transactions, AST SpaceMobile will issue approximately 0.8 million incremental shares to the underlying shares of the Existing Notes being repurchased while removing $135.0 million of debt from the balance sheet and approximately $37.8 million of remaining interest. Both the closing of the Repurchase and the Registered Direct Offering are expected to take place on or about July 31, 2025. The transactions are cross-conditional.

Repurchase of Existing Notes

AST SpaceMobile intends to use the gross proceeds from the Registered Direct Offering to repurchase $135.0 million principal amount of the Existing Notes for cash pursuant to separate, privately negotiated transactions with a limited number of holders of the Existing Notes. After giving effect to the Repurchase, $100.0 million aggregate principal amount of the Existing Notes will remain outstanding.

Based on the initial conversion rate of 37.0535 shares of Class A common stock per $1,000 principal amount of Existing Notes, which is subject to customary anti-dilution adjustment provisions, approximately 5.0 millionshares of Class A common stock underlying the repurchased Existing Notes will be unreserved after giving effect to the Repurchase and will be available for future issuance.

As part of the Repurchase, AST SpaceMobile did not terminate or amend the existing capped call transactions previously entered into in connection with the issuance of the Existing Notes, which will remain outstanding upon the completion of this transaction, but AST SpaceMobile may do so in the future. The existing capped call transactions are expected to reduce potential dilution and/or offset certain cash payments upon a conversion of Existing Notes.

In connection with the Repurchase, certain holders of the Existing Notes that participate in the Repurchases may purchase or sell shares of AST SpaceMobile’s Class A common stock in the open market or enter into or unwind various derivative transactions with respect to AST SpaceMobile’s Class A common stock to unwind any hedge positions they may have with respect to the Existing Notes or to hedge or unwind their exposure in connection with the Repurchase. The amount of AST SpaceMobile’s Class A common stock to be sold or purchased by such holders or the notional number of shares of AST SpaceMobile’s Class A common stock underlying such derivative transactions may be substantial in relation to the historic average daily trading volume of AST SpaceMobile’s Class A common stock. These activities may adversely affect the trading price of AST SpaceMobile’s Class A common stock. AST SpaceMobile cannot predict the magnitude of such market activities or the overall effect they will have on the price of its Class A common stock.

Registered Direct Offering

AST SpaceMobile has agreed to sell an aggregate of approximately 5.8 million shares of its Class A common stock in the Registered Direct Offering at a price of $60.06 per share to holders of the Existing Notes for cash. AST SpaceMobile intends to use the gross proceeds from the Registered Direct Offering to repurchase $135.0 million principal amount of the Existing Notes for cash in the Repurchase described above. Cash on hand will be used to pay transaction fees and expenses of the Registered Direct Offering.

The Registered Direct Offering is being made pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission (the “SEC”). The Registered Direct Offering is being made only by means of a prospectus supplement and an accompanying prospectus. An electronic copy of the preliminary prospectus supplement, together with the accompanying prospectus, is available on the SEC’s website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement, together with the accompanying prospectus, and when available, the final prospectus supplement can be obtained by contacting: AST SpaceMobile, Inc., Midland International Air & Space Port, 2901 Enterprise Lane, Midland, Texas 79706, Attention: Secretary or (432) 276-3966.

UBS Investment Bank is acting as placement agent and financial advisor and ICR Capital LLC is acting as financial advisor for the placement.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any shares of AST SpaceMobile’s Class A common stock, nor will there be any sale of any of AST SpaceMobile’s securities in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful. This press release does not constitute an offer to buy, or a solicitation of any offer to sell, any Existing Notes.

Concurrent New Convertible Notes Offering

In a separate press release, AST SpaceMobile also announced today the pricing of its previously announced private offering of $500.0 million aggregate principal amount of 2.375% convertible senior notes due 2032 (the “New Notes”). AST SpaceMobile granted the initial purchasers an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the New Notes are first issued, up to an additional $75.0 million aggregate principal amount of New Notes. The issuance and sale of the New Notes are scheduled to settle on July 29, 2025, subject to customary closing conditions.

The completion of the Registered Direct Offering and the Repurchase is not contingent on the completion of the offering of the New Notes and the completion of the offering of New Notes is not contingent on the completion of the Registered Direct Offering and the Repurchase. The Registered Direct Offering and the Repurchase are cross-conditional. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any New Notes or shares of AST SpaceMobile’s Class A common stock, if any, issuable upon conversion of the New Notes.

About AST SpaceMobile

AST SpaceMobile is building the first and only global cellular broadband network in space to operate directly with standard, unmodified mobile devices based on our extensive IP and patent portfolio, and designed for both commercial and government applications. Our engineers and space scientists are on a mission to eliminate the connectivity gaps faced by today’s five billion mobile subscribers and finally bring broadband to the billions who remain unconnected. For more information, follow AST SpaceMobile on YouTube, X (Formerly Twitter), LinkedIn and Facebook. Watch this video for an overview of the SpaceMobile mission.

Forward-Looking Statements

This communication contains “forward-looking statements” that are not historical facts, including statements concerning the completion of the Registered Direct Offering, the Repurchase and the offering of New Notes, the expected use of the gross proceeds from the Registered Direct Offering and the potential impact of AST SpaceMobile’s anticipated repurchase of the Existing Notes and the completion, timing and size of the offering of New Notes. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “expects,” “intends,” “may,” “will,” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Such risks include, but are not limited to, whether AST SpaceMobile will consummate the Registered Direct Offering or the Repurchase, prevailing market conditions, the anticipated principal amount of the Existing Notes that will be repurchased in separately negotiated transactions with a limited number of holders of such notes, the anticipated use of the gross proceeds from the Registered Direct Offering, whether AST SpaceMobile will consummate the offering of New Notes and the impact of general economic, industry or political conditions in the United States or internationally.

AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors in AST SpaceMobile’s Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025, its Form 10-Q for the fiscal quarter ended March 31, 2025 filed with the SEC on May 12, 2025, and the future reports that it may file from time to time with the SEC. AST SpaceMobile’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

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Investor Contact:
Scott Wisniewski
investors@ast-science.com

Media Contacts:
Allison
Eva Murphy Ryan
917-547-7289
AstSpaceMobile@allisonpr.com

Source: AST SpaceMobile, Inc.