8-KCurrent report
Material agreement
✓ VerifiedAST SpaceMobile closed a $1.0 billion offering of 1.625% Convertible Senior Notes due 2034, netting about $983.6 million, with $96.9 million used for capped call transactions.
2.03 New financial obligation3.02 Unregistered equity sales8.01 Other events
Filed Jul 20, 2026 · 16:15 ET
Summary
- On July 20, 2026, AST SpaceMobile completed a private offering of $1.0 billion aggregate principal amount of 1.625% Convertible Senior Notes due 2034, which mature on February 1, 2034.
- The initial purchasers received an option to buy up to an additional $150 million principal amount of Notes within a 13-day period beginning July 20, 2026.
- The initial conversion rate is 12.5672 shares of Class A Common Stock per $1,000 principal amount, equal to an initial conversion price of approximately $79.57 per share, a premium of approximately 20% over the July 15, 2026 sale price of $66.31.
- Net proceeds were approximately $983.6 million, of which $96.9 million was used to pay for capped call transactions with an initial cap price of $149.1975 per share, a premium of 125% over $66.31.
- The Notes are general unsecured obligations that the Company may not redeem prior to maturity, sold to qualified institutional buyers under Rule 144A.
- A maximum of 15,080,600 shares of Class A Common Stock may be issued upon conversion based on the initial maximum conversion rate of 15.0806 shares per $1,000 principal amount.
Key facts
- Principal amount
- $1.0 billion
From the filing for Principal amount
“private offering (the " Offering ") of $1.0 billion aggregate principal amount of 1.625% Convertible Senior Notes due 2034”
- Interest rate
- 1.625% per year
From the filing for Interest rate
“Interest on the Notes will accrue at a rate of 1.625% per year from July 20, 2026”
- Maturity
- February 1, 2034
From the filing for Maturity
“The Notes are general unsecured obligations of the Company and will mature on February 1, 2034, unless earlier converted or repurchased”
- Conversion price
- approximately $79.57 per share
From the filing for Conversion price
“which is equivalent to an initial conversion price of approximately $79.57 per share of Class A Common Stock”
- Conversion premium
- approximately 20%
From the filing for Conversion premium
“represents a premium of approximately 20% above the last reported sale price of the Class A Common Stock on the Nasdaq Global Select Market on July 15, 2026”
- Net proceeds
- approximately $983.6 million
From the filing for Net proceeds
“The Company's net proceeds from the Offering were approximately $983.6 million, after deducting the initial purchasers' discounts and commissions and the estimated offering expenses”
- Capped call cost
- $96.9 million
From the filing for Capped call cost
“The Company used $96.9 million of the net proceeds from the Offering to pay the cost of the capped call transactions”
- Cap price
- $149.1975 per share
From the filing for Cap price
“subject to a cap based on a cap price initially equal to $149.1975 per share (which represents a premium of 125% over the last reported sale price of the Class A Common Stock of $66.31 per share”
Why it mattersThe financing gives AST SpaceMobile about $983.6 million in net proceeds to pursue growth initiatives and secure additional access to orbit, including partnerships and acquisitions to vertically integrate its business and reduce reliance on third-party launch providers.
- Filed
- Jul 20, 2026
- Accepted
- 2026-07-20 20:15Z
- Period
- Jul 15, 2026
- Accession no.
- 0001493152-26-033912
- Size
- 1.7 MB
- Index
- Filing index