AST SpaceMobile Adopts Senior Management Change-of-Control Severance Policy

What Happened

• AST SpaceMobile, Inc. filed an 8-K disclosing that on September 25, 2026 its Compensation Committee adopted a Senior Management Change of Control Severance Policy (the "COC Severance Policy"). The policy covers the CEO, President, Executive VPs and Senior VPs (including all named executive officers) and sets out cash and equity treatment if an eligible employee experiences a qualifying termination in connection with a Change of Control.

Key Details

• Eligibility & timing: Benefits apply if the employee is terminated by the company without "Cause" or resigns for "Constructive Discharge" on or before the first anniversary of a Change of Control or, in some cases, within 180 days prior to the Change of Control.
• Cash severance: On a qualifying termination the CEO receives a lump-sum equal to 2.0× (annual base salary + annual target bonus); other eligible officers receive 1.5× (annual base salary + annual target bonus). In addition, they receive a pro rata portion of the annual target bonus for the year of termination.
• Health continuation: The COBRA premium difference is paid for 24 months for the CEO and 18 months for other eligible officers (difference between COBRA and active employee premium).
• Equity treatment: Performance-based equity awards granted after the policy date convert to time-based awards at target upon a Change of Control (unless a share-price vesting condition isn’t met, in which case some awards may be forfeited). Converted performance awards follow the original performance schedule and fully vest on a qualifying termination. All outstanding time‑based awards granted after the policy date also fully vest on a qualifying termination.
• Excise tax rule: If parachute-payment excise tax (Section 4999) would apply, payments will be reduced to the maximum non‑taxable amount only if doing so results in a higher after‑tax benefit for the executive.

Why It Matters

• The policy formalizes potential cash and equity obligations that AST SpaceMobile could owe to senior management if a Change of Control occurs and a qualifying termination follows. These obligations can accelerate equity vesting and trigger multi‑month cash/benefit payments (e.g., 2× pay for the CEO), but the filing does not quantify potential costs.
• For investors, this affects how management retention and potential transaction-related costs are handled: it may help retain executives through deal processes but could increase one‑time costs or equity dilution upon a qualifying termination tied to a Change of Control.