AST SpaceMobile, Inc. 8-K

What Happened

• On February 17, 2026, AST SpaceMobile, Inc. (ASTS) completed a private offering of $1.0 billion aggregate principal amount of 2.25% Convertible Senior Notes due April 15, 2036, issued under an indenture with U.S. Bank Trust Company, N.A. The initial purchasers have an option to buy up to an additional $150 million of notes through February 20, 2026 (not included in the $1.0B issued). Net proceeds to the company were approximately $983.7 million after discounts, commissions and estimated offering expenses.
• The notes bear interest at 2.25% per year, payable semiannually, and are convertible into shares of Class A common stock (or cash, or a combination) subject to conditions described in the indenture.

Key Details

• Offering amount: $1.0 billion of 2.25% Convertible Senior Notes due 2036; optional additional $150 million purchase option for initial purchasers (through Feb 20, 2026).
• Net proceeds: ~ $983.7 million; intended uses include deploying spectrum globally, monetizing AI-related opportunities, increasing U.S. government space investments, reducing higher-interest debt, and opportunistic investments to accelerate the SpaceMobile service.
• Conversion terms: initial conversion rate 8.5982 shares per $1,000 principal (initial conversion price ≈ $116.30 per share), ~20% premium to ASTS’s Feb 11, 2026 closing price. Early conversions prior to Jan 15, 2036 are allowed only if certain stock-price or trading-price conditions or specified corporate events occur; from Jan 15, 2036 until shortly before maturity conversions are at holders’ option.
• Other features: notes are unsecured, not redeemable prior to maturity, include customary covenants and events of default, and allow holders to require repurchase at 100% of principal (plus accrued interest) on a defined “fundamental change.” Company filed related press releases on Feb 12, 2026 announcing pricing and concurrent equity and repurchase actions.

Why It Matters

• The offering materially increases ASTS’s liquidity (nearly $1.0B in proceeds) which management intends to use for operations, spectrum deployment, technology commercialization, and debt reduction — actions that can support growth and reduce higher-cost debt.
• The notes introduce potential future dilution: if converted into shares, the initial conversion terms imply issuance of roughly 8.5982 shares per $1,000 principal (conversion price ≈ $116.30). Conversion is constrained by specific triggers until early 2036, so dilution is possible but not immediate unless conditions are met.
• Investors should note the company cannot redeem the notes before maturity and that holders have protections (repurchase on fundamental change, events of default). The offering changes ASTS’s capital structure by adding long-term convertible debt that can either be repaid, converted into equity, or settled in cash per the indenture terms.