AST SpaceMobile prices $1.0B convertible notes at 1.625% to fund growth and orbital access

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.

$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.

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.

The Notes will be senior, unsecured obligations of AST SpaceMobile. The Notes will accrue interest at an annual rate of 1.625%, payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. The Notes will mature on February 1, 2034, unless earlier converted or repurchased.

Prior to the close of business on the business day immediately preceding November 1, 2033, noteholders will have the right to convert their Notes only upon the satisfaction of specified conditions and during certain periods. On or after November 1, 2033 and until the close of business on the second scheduled trading day immediately preceding February 1, 2034, noteholders may convert their Notes at any time regardless of these conditions. The initial conversion rate will be 12.5672 shares of AST SpaceMobile’s Class A common stock per $1,000 principal amount of Notes

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.

Initially, a maximum of 15,080,600 shares of Class A Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 15.0806 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 not exercised).

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.

On July 15, 2026, the Company issued a press release announcing the pricing of the Notes.

forward-looking statements including statements concerning the Offering of the Notes and the capped call transactions and the anticipated use of proceeds from the Offering

The conversion rate for the Notes will initially be 12.5672 shares of Class A Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $79.57 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 July 15, 2026.

On July 15, 2026, in connection with the pricing of the Notes, the Company entered into capped call transactions with certain of the initial purchasers of the Notes or their respective affiliates and other financial institutions, pursuant to capped call confirmations in substantially the form filed as Exhibit 10.1 to this Current Report on Form 8-K, which Exhibit is incorporated herein by reference (and this description is qualified in its entirety by reference to such form). The capped call transactions are expected generally to reduce the potential dilution to the Class A Common Stock upon any conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to $149.1975 per share (which represents a premium of 125% over the last reported sale price of the Class A Common Stock of $66.31 per share on the Nasdaq Global Select Market on July 15, 2026), and is subject to certain adjustments under the terms of the capped call transactions.

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.