8-KCurrent report
Officer or director change
✓ VerifiedAST SpaceMobile adopted a Change of Control Severance Policy on September 25, 2026, giving the CEO a 2.0x salary-plus-bonus payout and other executives 1.5x upon a qualifying termination.
Filed Sep 28, 2026 · 13:20 ET
Summary
- On September 25, 2026, the Compensation Committee of AST SpaceMobile adopted the Company's Senior Management Change of Control Severance Policy.
- The policy applies to the CEO, President, and all Executive Vice Presidents and Senior Vice Presidents, which includes all of the Company's named executive officers.
- Upon a Qualifying Termination, an Eligible Employee receives a lump sum equal to a multiple (2.0 for the CEO and 1.5 for all others) of annual base salary plus annual target performance bonus, a pro rata target bonus, and a COBRA-premium differential over 24 months for the CEO and 18 months for others.
- Outstanding performance-based equity awards granted after the effective date convert to time-based awards upon a Change of Control at target achievement, and all such awards vest in full upon a Qualifying Termination.
- Payments subject to the Section 4999 excise tax on excess parachute payments will be reduced to the maximum amount payable without the tax if the after-tax benefit of the reduced amount is greater.
- The policy was signed by Andrew M. Johnson, Executive Vice President, Chief Financial Officer and Chief Legal Officer.
Key facts
- Adoption date
- September 25, 2026
From the filing for Adoption date
“On September 25, 2026, the Compensation Committee of the Board of Directors of AST SpaceMobile, Inc.”
- CEO severance multiple
- 2.0
From the filing for CEO severance multiple
“a multiple (which is 2.0 for the Chief Executive Officer and 1.5 for all other Eligible Employees) times the sum of the Eligible Employee's annual base salary and annual target performance bonus”
- Other executives multiple
- 1.5
From the filing for Other executives multiple
“1.5 for all other Eligible Employees”
- COBRA period
- 24 for the Chief Executive Officer and 18 for each other Eligible Employee
From the filing for COBRA period
“multiplied by a number of months equal to 24 for the Chief Executive Officer and 18 for each other Eligible Employee”
- Qualifying window
- 180 days prior
From the filing for Qualifying window
“in certain circumstances, within 180 days prior to the date that the Change of Control occurs”
- Excise tax provision
- Section 4999 of the Internal Revenue Code
From the filing for Excise tax provision
“the excise tax imposed on certain so-called "excess parachute payments" under Section 4999 of the Internal Revenue Code of 1986”
- Signatory
- Andrew M. Johnson
From the filing for Signatory
“Andrew M. Johnson Executive Vice President, Chief Financial Officer and Chief Legal Officer”
Why it mattersThe policy sets standardized cash and equity payouts for senior executives if AST SpaceMobile undergoes a change of control, defining compensation terms tied to a potential acquisition.
- Filed
- Sep 28, 2026
- Accepted
- 2026-09-28 17:20Z
- Period
- Sep 25, 2026
- Accession no.
- 0001493152-26-044647
- Size
- 290 KB
- Index
- Filing index