---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-26-007126"
form_type: "8-K"
ticker: "ASTS"
cik: "0001780312"
company_name: "AST SpaceMobile, Inc."
filed_at: "2026-02-17T23:59:59+00:00"
generated_at: "2026-05-16T02:29:44.803463+00:00"
event_type: "debt"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# AST SpaceMobile prices $1B convertible notes at 2.25%, plus stock offerings to repurchase $296.5M higher-rate debt

## Summary
- $1.0B principal of 2.25% convertible senior notes due 2036; initial conversion price ~$116.30 (20% premium).
- Net proceeds ~$983.7M ($1.131B if $150M option exercised); used for spectrum deployment, AI, gov't space, debt reduction.
- Separate registered direct offerings of 6.34M shares to fund repurchase of $46.5M of 4.25% notes and $250M of 2.375% notes.
- Notes non-callable before April 2036; holders may convert on certain conditions; interest starts Feb 17, 2026.
- Option for initial purchasers to buy up to an additional $150M of notes through Feb 20, 2026.

## SEC filing metadata
- accession: 0001493152-26-007126
- form_type: 8-K
- ticker: ASTS
- cik: 0001780312
- company_name: AST SpaceMobile, Inc.
- filed_at: 2026-02-17T23:59:59+00:00
- event_type: debt
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1780312/000149315226007126/0001493152-26-007126-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1780312/000149315226007126/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-007126
- JSON: https://secwatch.observer/filing/0001493152-26-007126.json
- Plain text: https://secwatch.observer/filing/0001493152-26-007126.txt

## Key facts
- Debt Financings
  AST SpaceMobile, Inc. incurred convertible notes of $1,000,000,000 aggregate principal amount; $150,000,000 greenshoe option with initial purchasers (unnamed) at 2.25% per year maturing April 15, 2036.
  - Instrument: convertible notes
  - Principal: $1,000,000,000 aggregate principal amount; $150,000,000 greenshoe option
  - Counterparty: initial purchasers (unnamed)
  - Rate: 2.25% per year
  - Maturity: April 15, 2036
  - Event: incurrence
  source text: On February 17, 2026, AST SpaceMobile, Inc. (the “ Company ”) completed its previously announced private offering (the “ Offering ”) of $1.0 billion aggregate principal amount of 2.25% Convertible Senior Notes due 2036 (the “ Notes ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1780312/000149315226007126/0001493152-26-007126-index.htm
- Equity Issuances
  AST SpaceMobile, Inc. issued convertible note to initial purchasers for $1.0 billion aggregate principal amount.
  - Security: convertible note
  - Purchaser: initial purchasers
  - Consideration: $1.0 billion aggregate principal amount
  source text: On February 17, 2026, AST SpaceMobile, Inc. (the “ Company ”) completed its previously announced private offering (the “ Offering ”) of $1.0 billion aggregate principal amount of 2.25% Convertible Senior Notes due 2036 (the “ Notes ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1780312/000149315226007126/0001493152-26-007126-index.htm
- Material Agreements
  AST SpaceMobile, Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $1.0 billion aggregate principal amount of 2.25% Convertible Senior Notes due 2036 (effective 2026-02-17).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association
  - Value: $1.0 billion aggregate principal amount of 2.25% Convertible Senior Notes due 2036
  - Effective: 2026-02-17
  source text: On February 17, 2026, AST SpaceMobile, Inc. (the “ Company ”) completed its previously announced private offering (the “ Offering ”) of $1.0 billion aggregate principal amount of 2.25% Convertible Senior Notes due 2036 (the “ Notes ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1780312/000149315226007126/0001493152-26-007126-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.