AST Spacemobile Inc.

04/16/2026 | Press release | Distributed by Public on 04/16/2026 18:59

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Mikitani Hiroshi
2. Issuer Name and Ticker or Trading Symbol
AST SpaceMobile, Inc. [ASTS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1-14-1 TAMAGAWA, SETAGAYA-KU
3. Date of Earliest Transaction (Month/Day/Year)
04/14/2026
(Street)
TOKYO 158-0094
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 04/14/2026 S 1,690,000(2) D $91.42(2) 29,330,155(1) I(1) See footnote(1)
Class A Common Stock 04/15/2026 S 1,350,000(3) D $86.22(3) 27,980,155(1) I(1) See footnote(1)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mikitani Hiroshi
1-14-1 TAMAGAWA
SETAGAYA-KU
TOKYO 158-0094
X
Rakuten Group, Inc.
1-14-1 TAMAGAWA
SETAGAYA-KU
TOKYO 158-0094
X
Rakuten Mobile, Inc.
1-14-1 TAMAGAWA
SETAGAYA-KU
TOKYO 158-0094
X

Signatures

Hiroshi Mikitani /s/Hiroshi Mikitani 04/16/2026
**Signature of Reporting Person Date
Rakuten Group, Inc. /s/Kentaro Hyakuno, Representative Director, Group Senior Executive Vice President 04/16/2026
**Signature of Reporting Person Date
Rakuten Mobile, Inc. /s/Atsushi Maeda, Director, Executive Vice President and CFO 04/16/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The shares of Class A Common Stock of the Issuer (the "Common Stock") set forth herein are held of record by Rakuten Mobile, Inc., a wholly-owned subsidiary of Rakuten Group, Inc. Hiroshi Mikitani is the founder, Chairman and Chief Executive Officer of Rakuten Group, Inc. and has voting and investment discretion with respect to the securities held of record by Rakuten Mobile, Inc. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Mikitani and Rakuten Group, Inc. may be deemed to be the beneficial owner of the securities beneficially owned by Rakuten Mobile, Inc. Mr. Mikitani and Rakuten Group, Inc. hereby disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.50 to $103.96 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 2 to this Form 4.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.04 to $88.71 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 2 to this Form 4.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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