AST SpaceMobile Inc. filed SEC Form 8-K: Creation of a Direct Financial Obligation, Other Events, Unregistered Sales of Equity Securities, Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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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.
Copies of the opinions of Freshfields US LLP relating to the legality of the issuance and sale of shares of AST SpaceMobile, Inc.’s Class A common stock (“Class A Common Stock”), offered pursuant to the Company’s prospectus supplements, each dated February 11, 2026, are attached hereto as Exhibits 5.1 and 5.2 to this Current Report on Form 8-K.
Option Notes
As previously disclosed, on February 17, 2026, AST SpaceMobile, Inc. (the “Company”) issued $1,000,000,000 aggregate principal amount of its 2.25% Convertible Senior Notes due 2036 (the “Notes”) in a private offering through certain initial purchasers. On February 19, 2026, the Company was notified by the initial purchasers of the Notes of the exercise of their option to purchase an additional $75,000,000 aggregate principal amount of the Notes (the “Option Notes”). On February 20, 2026, the Company consummated the sale of the Option Notes to the initial purchasers.
The Option Notes issued on February 20, 2026 have the same terms, and are issued under the same indenture, as the Notes issued on February 17, 2026. After giving effect to the issuance of the Option Notes, a total of $1,075,000,000 aggregate principal amount of the Notes is currently outstanding. In addition, after giving effect to the issuance of the Option Notes, a maximum of 11,091,528 shares of the Class A Common Stock may initially be issued upon conversion of the Notes based on the initial maximum conversion rate of 10.3177 shares of the Class A Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions. For additional information regarding the terms of the Option Notes and the related indenture, see the information set forth under the heading “Indenture and Notes” in Item 1.01 of the Company’s Current Report on Form 8-K filed on February 17, 2026, which information is incorporated herein by reference, and the indenture and form of note which are filed as exhibits to that Form 8-K are incorporated herein by reference.
The Option Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Option Notes were initially resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Class A Common Stock that may be issued upon conversion of the Option Notes 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AST SPACEMOBILE, INC. | |||
| Date: | February 20, 2026 | By: | /s/ Andrew M. Johnson |
| Andrew M. Johnson | |||
| Executive Vice President, Chief Financial Officer and Chief Legal Officer | |||