AST SpaceMobile, Inc. 8-K

What Happened
AST SpaceMobile, Inc. (ASTS) filed an 8‑K on February 11, 2026 announcing a proposed private offering of $1.0 billion aggregate principal amount of convertible senior notes due 2036 (the “New Notes”) to qualified institutional buyers under Rule 144A. At the same time the company announced two proposed registered direct offerings of Class A common stock and a plan to use proceeds from those registered offerings to fund a repurchase of up to $300.0 million of convertible senior notes. The company also furnished additional disclosure under Regulation FD (Exhibit 99.1) and attached press releases describing the transactions.

Key Details

• Proposed private offering: $1.0 billion of convertible senior notes due 2036 (announced Feb 11, 2026).
• Concurrent capital actions: two registered direct offerings of Class A common stock to fund a repurchase of up to $300.0 million principal amount of convertible notes.
• Filings and disclosures: Regulation FD disclosure and press releases attached as Exhibits 99.1–99.3 in the 8‑K.

Why It Matters
These transactions are significant financing and capital‑structure actions. The convertible notes offering would raise substantial capital, while the registered direct stock offerings would raise equity to fund a targeted repurchase of existing convertible notes (up to $300M). For investors, this could affect the company’s debt levels, liquidity and potential future dilution (depending on conversion terms and shares issued in the registered offerings). The 8‑K provides initial terms and public notices but final terms and investor impact will depend on completed transactions and detailed offering documents.