Avellan Abel Antonio 4

What Happened

• Abel Antonio Avellan, CEO of AST SpaceMobile (ASTS), through his entity AA Gables 2, LLC, entered a variable prepaid forward contract on June 22, 2026 covering up to 2,500,000 Class A shares. AA Gables 2 received approximately $146.7 million in upfront cash in exchange for an obligation to deliver up to the subject shares (or cash equivalent) on specified dates in March 2028.
• The contract is split into four components (625,000 shares each). Settlement is based on the volume-weighted average price (VWAP) on each valuation date, subject to a Floor Price of $59.58 and a Cap Price of $111.72; the number of shares deliverable varies by formulas in the filing. AA Gables 2 pledged 2,500,000 common units of AST & Science, LLC as collateral but retains voting rights. Mr. Avellan is the sole and managing member of AA Gables 2.

Key Details

• Transaction date: June 22, 2026; Form filed June 23, 2026 (appears timely).
• Instrument: Variable prepaid forward covering up to 2,500,000 Class A shares (derivative), arranged as four 625,000-share components.
• Upfront proceeds: ~ $146.7 million to AA Gables 2.
• Settlement timing: Specified dates in March 2028; delivery (or cash) determined by VWAP on valuation dates.
• Pricing mechanics: If VWAP ≤ $59.58 (Floor) → deliver full component shares; if Floor < VWAP ≤ $111.72 (Cap) → deliver component × (Floor / VWAP); if VWAP > Cap → deliver component × (Floor + (VWAP − Cap)) / VWAP.
• Collateral: 2,500,000 AST & Science, LLC common units pledged to secure obligations; AA Gables 2 retains voting rights.
• Ownership after transaction: Not specified in this Form 4.
• Reporting code: Marked as an "other acquisition or disposition" (transaction code J) and reported as a derivative transaction.

Context

• A variable prepaid forward is a monetization transaction: the holder receives cash now and may deliver shares (or cash) later depending on future share price. It is not an open-market sale of shares today and does not necessarily indicate a change in the insider’s ongoing economic exposure or voting control (voting rights retained here).
• For retail investors: this reduces the insider’s future share exposure if shares are delivered at settlement, but it does not immediately change the company’s public float.