UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2026

AST SpaceMobile, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39040	84-2027232
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

Midland International Air & Space Port

2901 Enterprise Lane

Midland, Texas

79706

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (432) 276-3966

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		ASTS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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~~On ofFebruary ~~the~~20 ~~opinions~~and ofFebruary ~~Freshfields~~23, US2026, ~~LLP~~AST ~~relating~~SpaceMobile, toInc. (the ~~legality~~“Company”) completed the repurchase of approximately $46.5 million principal amount of its outstanding 4.25% convertible senior notes due 2032 (the ~~issuance~~“4.25% Convertible Notes”) and ~~sale~~$250.0 million ofprincipal ~~shares~~amount of ~~AST~~its ~~SpaceMobile,~~outstanding ~~Inc~~2.’s375% ~~Class A~~convertible ~~common~~senior ~~stock~~notes due 2032 (the “~~Class~~2.375% AConvertible ~~Common~~Notes” ~~Stock~~and together with the 4.25% Convertible Notes, the “Existing Notes”), ~~offered~~respectively, ~~pursuant~~in toseparate, privately negotiated repurchase transactions with a limited number of holders of the ~~Company’s~~Existing ~~prospectus~~Notes ~~supplements,~~(the ~~each~~“Holders”) ~~dated~~for ~~February 11,~~an ~~2026,~~aggregate ~~are~~repurchase ~~attached~~price ~~hereto~~in cash asof ~~Exhibits~~approximately $180.5 million for the 4.125% Convertible Notes and 5approximately $433.7 million for the 2.375% Convertible Notes (collectively, the “Repurchases”), which includes accrued and unpaid interest on the repurchased 2.375% Convertible Notes but is net of accrued and unpaid interest from, and including, the settlement date of the relevant Repurchases to, ~~this~~but ~~Current~~excluding, ~~Report~~March 1, 2026 on ~~Form~~the ~~8-K~~repurchased 4.25% Convertible Notes.

~~Option~~The ~~Notes~~Repurchases were funded, together with cash on hand, with the net proceeds from the Company’s previously announced concurrent registered direct offerings of (i) 1,862,741 shares of its Class A common stock (the “Class A Common Stock”) and (ii) 4,475,223 shares of Class A Common Stock (collectively, the “Shares”), in each case, at a price of $96.92 per share, which closed, respectively, on February 20 and February 23, 2026 (collectively, the “Equity Offerings”). In connection with the Equity Offerings, the Company entered into separate, privately negotiated share purchase agreements with the Holders.

AsThe ~~previously~~Equity ~~disclosed~~Offerings were made pursuant to preliminary prospectus supplements, oneach dated February 1711, 2026, ~~AST~~and ~~SpaceMobile,~~filed ~~Inc.~~with the Securities and Exchange Commission (the “~~Company~~SEC”) ~~issued~~on $1February 11,~~000~~ 2026,~~000,000~~ ~~aggregate~~pricing ~~principal amount~~term ofsheets, ~~its~~each ~~2.25%~~dated ~~Convertible~~February ~~Senior~~11, ~~Notes~~2026, ~~due~~and ~~2036~~filed (with the ~~“Notes”)~~SEC inas afree ~~private~~writing ~~offering~~prospectuses ~~through~~on ~~certain initial purchasers. On~~ February 1912, 2026, ~~the~~final ~~Company~~prospectus ~~was~~supplements, ~~notified~~each bydated ~~the~~February ~~initial~~11, ~~purchasers~~2026, ofand filed with the ~~Notes~~SEC ofon ~~the~~February ~~exercise~~13, of2026, ~~their~~and ~~option~~the tobase ~~purchase~~prospectus, ~~an additional~~dated ~~$75~~September 5,~~000~~ 2024,~~000~~ ~~aggregate~~filed ~~principal~~as ~~amount~~part of the ~~Notes~~Company’s automatic shelf registration statement (~~the~~File ~~“Option~~No. ~~Notes”~~333-281939). Onthat ~~February~~became ~~20,~~effective ~~2026,~~under the ~~Company~~Securities ~~consummated the~~Act ~~sale~~ of 1933, as amended (the ~~Option~~“Securities Act”), ~~Notes~~when tofiled with the ~~initial~~SEC ~~purchasers~~on September 5, 2024.

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

Exhibit No.		Description
4.1		Indenture, dated as of February 17, 2026, by and between AST SpaceMobile, Inc. and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on February 17, 2026)
4.2		Form of Global Note, representing AST SpaceMobile, Inc.’s 2.25% Convertible Senior Notes due 2036 (included as Exhibit A to the Indenture incorporated by reference as Exhibit 4.1 to the Company’s Form 8-K filed on February 17, 2026)
5.1		Opinion of Freshfields US LLP
5.2		Opinion of Freshfields US LLP
23.1		Consent of Freshfields US LLP (included in Exhibit 5.1)
23.2		Consent of Freshfields US LLP (included in Exhibit 5.2)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 2023, 2026	By:	/s/ Andrew M. Johnson
			Andrew M. Johnson
			Executive Vice President, Chief Financial Officer and Chief Legal Officer

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