Financial Obligation, Private Placement (Form 8-K)

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

The information contained in Item 8.01 of this Current Report on Form 8-K under the heading "Option Notes" is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 8.01 of this Current Report on Form 8-K under the heading "Option Notes" is incorporated herein by reference.

Item 8.01 Other Events.

Equity Offering

On October 29, 2025, AST SpaceMobile, Inc. (the "Company") completed the repurchase of $50.0 million principal amount of its outstanding 4.25% convertible senior notes due 2032 (the "Existing Notes") in separate, privately negotiated repurchase transactions with a limited number of holders of the Existing Notes (the "Holders") for an aggregate repurchase price of approximately $161.1 million, which included accrued and unpaid interest on the repurchased Existing Notes.

The repurchase was funded with the net proceeds from the Company's previously announced registered direct offering of 2,048,849 shares (the "Shares") of its Class A common stock (the "Class A Common Stock") at a price of $78.61 per share, which closed on October 29, 2025 (the "Equity Offering"). In connection with the Equity Offering, the Company entered into separate, privately negotiated share purchase agreements with the Holders.

The Equity Offering was made pursuant to a preliminary prospectus supplement, dated October 21, 2025, and filed with the Securities and Exchange Commission (the "SEC") on October 21, 2025, a pricing term sheet, dated October 21, 2025, and filed with the SEC as a free writing prospectus on October 22, 2025, a final prospectus supplement, dated October 21, 2025, and filed with the SEC on October 23, 2025, 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.

A copy of the opinion of Freshfields US LLP relating to the legality of the issuance and sale of the Shares is attached hereto as Exhibit 5.1 to this Current Report on Form 8-K.

Option Notes

As previously disclosed, on October 24, 2025, the Company issued $1,000,000,000 aggregate principal amount of its 2.00% Convertible Senior Notes due 2036 (the "Notes") in a private offering through certain initial purchasers. On October 27, 2025, the Company was notified by the initial purchasers of the Notes of the exercise in full of their option to purchase an additional $150,000,000 aggregate principal amount of the Notes (the "Option Notes"). On October 29, 2025, the Company consummated the sale of the Option Notes to the initial purchasers.