MIDLAND, Texas, July 16, 2026--(BUSINESS WIRE)--AST SpaceMobile, Inc. ("AST SpaceMobile") (NASDAQ: ASTS), the company building the first and only space-based cellular broadband network accessible directly by everyday smartphones, designed for both commercial and government applications, today announced the pricing of $1.0 billion aggregate principal amount of 1.625% convertible senior notes due 2034 (the "Notes") in a private offering (the "Notes Offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The sale of the Notes to the initial purchasers is expected to settle on July 20, 2026, subject to customary closing conditions.
Key Elements of the Transaction:
$1.0 billion 1.625% convertible senior notes due 2034, which have an initial conversion price of approximately $79.57 per share of AST SpaceMobile's Class A common stock, which represents a premium of approximately 20.0% over the last reported sale price of AST SpaceMobile's Class A common stock on July 15, 2026.
Capped call transactions entered into in connection with the pricing of the Notes have an initial cap price of $149.20 per share of AST SpaceMobile's Class A common stock, which represents a premium of 125.0% over the last reported sale price of AST SpaceMobile's Class A common stock on July 15, 2026.
Option to Purchase Additional Notes:
AST SpaceMobile also granted the initial purchasers of the Notes in the Notes Offering an option to purchase, for settlement within a 13-day period beginning on, and including, the first date on which the Notes are issued, up to an additional $150.0 million aggregate principal amount of Notes.
Use of Proceeds:
AST SpaceMobile estimates that the net proceeds from the Notes Offering will be approximately $983.6 million (or approximately $1,131.2 million if the initial purchasers' option to purchase additional Notes is exercised in full), after deducting the initial purchasers' discounts and commissions and estimated offering expenses payable by AST SpaceMobile. AST SpaceMobile intends to use $96.9 million of the net proceeds from the Notes Offering to pay the cost of the capped call transactions described below. AST SpaceMobile intends to use the remaining net proceeds from the Notes Offering to pursue an expanding universe of growth initiatives and secure additional access to orbit for its space-based cellular broadband network, including partnerships and/or acquisitions to further vertically integrate its business and mitigate risks associated with third-party launch providers. AST SpaceMobile currently does not have any understandings or agreements with respect to any such strategic transactions. If the initial purchasers exercise their option to purchase additional Notes, AST SpaceMobile expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions with the option counterparties (as defined below), with the remainder of the net proceeds to be used as described above.