AST SpaceMobile, Inc. 8-K

What Happened

• AST SpaceMobile, Inc. announced on Feb 20, 2026 that it consummated the sale of $75,000,000 aggregate principal amount of additional 2.25% Convertible Senior Notes due 2036 (the “Option Notes”). These Option Notes are issued on the same terms and under the same indenture as the $1,000,000,000 of Notes originally issued on Feb 17, 2026. After this issuance, a total of $1,075,000,000 aggregate principal amount of the Notes is outstanding.
• The Notes were issued in a private placement to initial purchasers (relying on Section 4(a)(2)) and were initially resold to purchasers believed to be qualified institutional buyers under Rule 144A. Legal opinions from Freshfields US LLP regarding the offering are attached as Exhibits 5.1 and 5.2.

Key Details

• Issuance date (Option Notes): February 20, 2026; original Notes issued Feb 17, 2026 (initial purchasers exercised option Feb 19, 2026).
• Option Notes amount: $75,000,000; total outstanding after issuance: $1,075,000,000.
• Terms: 2.25% interest, convertible senior notes due 2036; initial maximum conversion rate = 10.3177 shares of Class A common stock per $1,000 principal, implying up to 11,091,528 shares may be issued upon conversion (subject to anti‑dilution adjustments).
• Securities treatment: Issued in a private transaction (Section 4(a)(2)); initial resales to QIBs under Rule 144A; conversion share issuances anticipated to be exempt from registration under Section 3(a)(9).

Why It Matters

• Debt and potential dilution: The company has increased its convertible debt to $1.075B. If noteholders convert, up to about 11.09 million new Class A shares could be issued, which would dilute existing shareholders (conversion rate is subject to adjustment).
• Financing terms and timing: The Notes carry a 2.25% coupon and mature in 2036, representing a long‑term financing commitment that affects the company’s balance sheet and interest obligations.
• Investor takeaways: Retail investors should note the increased outstanding convertible debt, the potential share count impact if conversions occur, and that the sale was a private placement to institutional buyers (not a public offering). Exhibits include legal opinions confirming the offering’s legality as presented.