ASTS 10-K & 10-Q changes, risk factors and insider trading
AST SpaceMobile, Inc. · Nasdaq · Communications Services, Nec · CIK 1780312 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We may not be able to raise additional funds for continued operations, to initiate our SpaceMobile Service and for the Ligado Transaction when we need them on favorable terms or at all.”
New heading “Our services are highly regulated.”
New heading “We will rely on MNOs and require regulatory approvals to access the spectrum we need to provide SCS service.”
New heading “The Ligado Transaction may not be consummated, and may be impacted by ongoing litigation.”
New heading “Our shareholders may experience additional dilution due to the consideration which we would be required to pay to Ligado in the transaction.”
New heading “We may fail to realize the anticipated benefits of the Ligado Transaction.”
New heading “The debt financing raised in connection with the Ligado Transaction poses risks for AST and its shareholders.”
New heading “Once the Ligado Transaction closes, AST will face regulatory, technological and adoption risks with respect to use and access to Ligado’s spectrum.”
New heading “Changes in U.S. trade policy, including changes to existing trade agreements and any resulting changes in international trade relations, may have a material adverse effect on our business, prospects, financial condition or operating results.”
New heading “Acquisitions, investments, partnerships, joint ventures and other strategic transactions involve a number of inherent risks, any of which could result in the benefits anticipated not being realized.”
Removed heading “We may not be able to raise additional funds for continued operations and to initiate our SpaceMobile Service when we need them on favorable terms or at all.”
Removed heading “We will rely on MNOs and require regulatory approvals to access the spectrum the SpaceMobile Service needs to operate.”
Removed heading “The SpaceMobile Service may qualify as a commercial mobile radio service, which will subject us to a variety of ongoing regulatory requirements.”
Removed heading “Failure to establish and maintain effective internal control over financial reporting and disclosure controls and procedures could have a material adverse effect on our business and stock price.”
Removed heading “Exercise of outstanding warrants to purchase our Class A Common Stock and any conversion of our 2032 Convertible Notes will result in dilution to our stockholders.”
Removed heading “Our proposed transaction with Ligado may not be consummated, and definitive documentation between AST LLC and Ligado may not be agreed upon or approved by the applicable bankruptcy court.”
Removed heading “AST may not be able to secure debt financing for the Ligado Transaction.”
Removed heading “Any debt financing raised in connection with the Ligado Transaction poses risks for AST and its shareholders.”
Removed heading “Our outstanding warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.”
Removed heading “Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our stock price or trading volume to decline.”
Largest changes
“Notwithstanding execution of the binding agreement, there can be no assurance that the Ligado Transaction will be consummated. The Ligado Transaction is subject to a number of conditions, including the entry into definitive documentation and satisfaction of the closing conditions contained in the definitive documentation, as well as the receipt of satisfactory regulatory approvals required for the proposed use of the spectrum. The Ligado Transaction is also subject to the approval of the Delaware bankruptcy court which is overseeing the restructuring of Ligado. …”see in full comparison
“Our proposed transaction with Ligado may not be consummated, and definitive documentation between AST LLC and Ligado may not be agreed upon or approved by the applicable bankruptcy court.”see in full comparison
“Our ability to obtain regulatory approval for the Ligado Transaction may also be impacted by pending litigation with Inmarsat Global Limited (“Inmarsat”). In June 2025 we entered into a settlement agreement with Ligado and Inmarsat (the “Mediated Agreement”), which was subsequently approved by the Bankruptcy Court and is binding on the parties to the Mediated Agreement. The Mediated Agreement provides, among other things, that Inmarsat will provide certain regulatory support for the Ligado Transaction. …”see in full comparison
“In March 2025, our subsidiaries AST & Science, LLC (“AST LLC”) and Spectrum USA I, LLC (“SpectrumCo”) entered into agreements with Ligado Networks LLC under which we will receive long-term access to up to 45 MHz of lower mid-band spectrum in the United States for direct-to-device satellite applications (the “Ligado Transaction”). …”see in full comparison
“On January 5, 2025, our subsidiary, AST LLC, entered into a binding agreement with Ligado with respect to the Ligado Transaction (as defined in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below), under which we will receive long-term access to up to 45 MHz of lower mid-band spectrum in the United States and Canada for direct-to-device satellite operations and access to capacity on Ligado’s satellites. On June 13, 2025, we announced a Settlement Term Sheet (the “Settlement Term Sheet”) among various parties including the Company, Ligado, Viasat, Inc. …”see in full comparison
“The Sound Point Credit Agreement also contains numerous affirmative and negative covenants. Any failure to comply with these covenants could result in an event of default, which, once the loan has been drawn, would enable the lenders under the Sound Point Credit Agreement to take all actions permitted by senior secured creditors, including taking control of the collateral which will secure the facility (consisting of substantially all of the assets of SpectrumCo and RevenueCo). …”see in full comparison
Full comparison: every changed paragraph (167)
You should carefully consider the risks described below together with the other information set forth in this report, which could materially affect our business, operations, financial condition and future results. The risks described below are not the only ones that we may face. Additional risks that are not currently known to us or that we currently consider immaterial may also impair our business, operations, financial condition or resultsfuture of operations.results.
The following is a summary of the material risks that could adversely affect our business, operationsoperations, financial conditions and financial results.
We may not be able to raise additional funds for continued operations andoperations, to initiate our SpaceMobile Service and for the Ligado Transaction when we need them on favorable terms or at all.
We will rely on MNOs and require regulatory approvals to access the spectrum thewe SpaceMobile Service needsneed to operate.provide SCS service.
We could fail to achieve revenue,revenue from the SpaceMobile Service, or experience a decline in revenue, as a result of increasing competition from companies in the wireless communications industry, including wireless and other satellite operators, and from the extension of land-based communications services or new technologies.
We rely on third parties for the supply of equipment, satellite components and launch services.
We and our suppliers rely on complex systems and components, which involvesinvolve a significant degree of risk and uncertainty in terms of operational performance and costs.
We face risks related to our international operations, including global economic conditions and exchange rate fluctuations.
Covenants in our debt instruments limit our ability to undertake certain types of transactions and adversely affect our liquidity.
Our satellites may experience operational problems, which could affect our ability to provide an acceptable level of service to the end-user customers.end-users.
Our intellectual property applications for registration may not issuebe granted or be registered, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.
Our customized hardware and software may be difficult and expensive to service, upgrade or replace.
The Ligado Transaction may not be consummated, and may be impacted by ongoing litigation.
The debt financing raised in connection with the Ligado Transaction poses risks for AST and its shareholders.
The multi-class structure of our Common Stock has the effect of concentrating voting power with our founder, Chairman and Chief Executive Officer, which will limit an investor’s ability to influence the outcome of important transactions, including a change of control.
Our stockholders may experience future dilution as a result of future equity offerings, exercise of penny warrants, and conversion of convertible notes and such dilution may be substantial.
Our stockholders may experience future dilution as a result of future equity offerings and such dilution may be substantial If we are unable to raise additional capital in the future, it may result in our independent registered public accounting firm or management expressing substantial doubt about our ability to continue as a going concern in future financial statements.
Anti-takeover provisions in our organizational documents could delay or prevent a change of control.
Provisions in our organizational documents and certain rules imposed by regulatory authorities may discourage lawsuits against our directors and officers.
Our proposed transaction with Ligado may not be consummated, and definitive documentation between AST LLC and Ligado may not be agreed upon or approved by the applicable bankruptcy court. We may fail to realize the anticipated benefits of our proposed transaction with Ligado. In addition, our shareholders may experience additional dilution due to the consideration which we would be required to pay to Ligado in the transaction.
Costs of the design, assembly, integration, testing and launch of satellites and related components and ground infrastructure, as well as operating costs, are substantial. There can be no assurance that we will complete the SpaceMobile Service and related infrastructure, products and services on a timely basis, on budget or at all. Design, assembly and launch of satellite systems are highly complex and historically have been subject to frequent delays and cost over-runs. For example, the BW3 launch was delayed, the BW3 development costs exceeded initial estimates, BW3 testing took longer than expected, and the launch of the Block 1 BB satellites wasand BB6 were delayed. Development of the SpaceMobile Service, which is utilizing new technology, may continue to suffer from delays, interruptions or increased costs due to many factors, some of which may be beyond our control, including:
our inability to obtain capital in the public and private markets to finance the SpaceMobile Service and related infrastructure, products and services beyond the currently funded constellation size on acceptable terms or at all;
delay or non-performance by third-party contractors or suppliers;
launch delays or failures or deployment failures or in-orbit satellite failuresfailures, including collisions and destruction of one or more satellites once launched;
the inability to negotiate commercially viable agreements with mobile network operators relating to the SpaceMobile Service that would supersede memoranda of understanding;
increases in the costs of materials or services, including due to tariffs and inflation;
We may not be able to raise additional funds for continued operations and to initiate our SpaceMobile Service when we need them on favorable terms or at all.
We will need to raise significant additional capital for operating and capital expenditures to design, assemble and launch our Block 2 BB satellites and operate a constellation needed to provide Continuous SpaceMobile Service coverage across key markets such as the United States, Europe, Japan and other strategic markets as well as to facilitate U.S. government applications.
We currently estimate the average capital costs, consisting of direct materials and launch costs, for a constellation of 90 Block 2 BB satellites to be approximately $19.0 million to $21.0 million per satellite, with initial launches higher than that range and trending down over time as we optimize payloads and launch terms. We have entered into launch agreements with multiple launch service providers that will enable us to commence a planned launch campaign during 2025 and 2026 to launch approximately 60 Block 2 BB satellites. While launch agreements for our satellites are critical in facilitating our ability to provide the SpaceMobile Service, these agreements and future agreements, once executed, increase our financial risks significantly.
We intend to seek to raise additional capital to fund the design, assembly and launch of our constellation and operation of the commercial services through the issuance of equity, equity-linked or debt securities (secured or unsecured), secured or unsecured loans or other debt facilities, and credit from government or financial institutions or commercial partners, including through our existing 2024 ATM Equity Program.
Our ability to access the capital markets during this period may require us to modify our current expectations. There can be no assurance that additional funds will be available to us on favorable terms or at all. If we cannot raise additional funds when needed in the future, our financial condition, results of operations, business and prospects will be materially and adversely affected, including as a result of the need to cancel launch agreements and related incurrence of significant termination fees to cancel those launch agreements.
We will incur significant expenses and capital expenditures in the future to further our business plan and develop the SpaceMobile Service, including expenses to:
design and develop the components of the SpaceMobile Service;
acquire and maintain our long-term access to up to 45 MHz of lower mid-band spectrum contemplated in the Ligado Transaction (defined below);
protect our intellectual property rights; and increase our general and administrative functions to support our growing operations.
Because we will incur much of the costs and expenses from these efforts before we receive any revenues with respect to the SpaceMobile Service, our losses in future periods will be significant. Also, we may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses. Our ability to become profitable in the future will not only depend on our ability to successfully launch additional satellites and build the SpaceMobile Service, but also our ability to control costs. If we are unable to efficiently design, assemble, launch and service our satellites or experience significant delays during such development, our potential margins, potential profitability and prospects could be materially and adversely affected.
We incurred a net loss attributable to common stockholders of $300.1 million for the year ended December 31, 2024 and have incurred net losses attributable to common stockholders of approximately $489.7 million from our inception through December 31, 2024. To date, we have not generated any revenues from our SpaceMobile Service.
We will continue to incur operating and net losses each quarter until we begin generating significant revenue as a result of planned launches of our commercial satellites and may continue to incur operating or net losses even after we begin generating significant revenue. The likelihood of success of our business plan must be considered in light of the substantial challenges, expenses, difficulties, complications and delays frequently encountered in connection with developing and expanding early-stage businesses and the competitive environment in which we operate. The development of a satellite-based Cellular Broadband network and related intellectual property is a speculative undertaking, involves a substantial degree of risk, is a capital-intensive business and may ultimately fail. If we cannot successfully execute our plan to develop the SpaceMobile Service, our business may not succeed.
Our potential profitability is dependent upon the successful development and successful commercial introduction and acceptance of the SpaceMobile Service, which may not occur. Even if we are able to successfully develop the SpaceMobile Service, there can be no assurance that it will be commercially successful and become profitable on a sustained basis, if at all. We expect to have quarter-to-quarter fluctuations in expenses and capital expenditures, some of which could be significant, due to research, development, manufacturing and assembly expenses and the investments required to design, assemble and launch the SpaceMobile Service constellation of satellites.
While we currently derive limited revenue from existing contracts with prime contractors for the U.S. government, we may enter into additional contracts with the U.S. government in the future directly and through prime contractors. In February 2025, we secured a $43.0 million contract award in support of the Space Development Agency through a prime contractor. Such U.S. government contracts subject us to statutes and regulations applicable to companies doing business with the government, including the Federal Acquisition Regulation, which governs aspects of U.S. government contracting, including contractor qualifications and acquisition procedures. These government contracts customarily contain provisions that give the government substantial rights and remedies, many of which are not typically found in commercial contracts and which are unfavorable to contractors. For instance, most U.S. government agencies include provisions that allow the government to unilaterally terminate or modify contracts for convenience, and in that event, the counterparty to the contract may generally recover only its incurred or committed costs and settlement expenses and profit on work completed prior to the termination. If the government terminates a contract for default, the defaulting party may be liable for any extra costs incurred by the government in procuring undelivered items from another source. In addition, government contracts normally contain additional requirements that may increase our costs of doing business, reduce our profits, and expose us to liability for failure to comply with these terms and conditions. These requirements include, for example:
We will rely on MNOs and require regulatory approvals to access the spectrum the SpaceMobile Service needs to operate.
Unlike traditional mobile satellite services, the SpaceMobile Service is not being designed to deliver service over spectrum allocated for mobile satellite use. Rather, the SpaceMobile Service is being designed to deliver service over spectrum allocated for terrestrial mobile use. To do so, regulators in each country where we plan to offer the SpaceMobile Service will need to approve the SpaceMobile Service’s use of spectrum in this manner. We will also need to reach commercial agreements with MNOs under which they will agree to provide us with access to their licensed spectrum on suitable terms and conditions. Although we have received an initial license from the FCC to launch and operate the first five Block 1 BB satellites using S- and UHF-band frequencies to support telemetry, tracking, and control operations and have entered into a space-based wireless connectivity agreement with AT&T to provide the SpaceMobile Service to AT&T’s end users for use within the continental United States (excluding Alaska) and Hawaii, with Vodafone to provide SpaceMobile Services to Vodafone’s end users for use outside the United States, and also plan to enter into a commercial agreement with Verizon in the United States, we cannot be sure that additional regulatory approvals will be forthcoming or, if received, that they will be issued in a timely manner and on terms and conditions that will allow us to meet our business plan. Likewise, we cannot be sure that further commercial agreements with MNOs can be reached or that the terms of such agreements will allow us to provide the SpaceMobile Service for a sufficient period of time or on terms and conditions that will allow us to meet our business plan.
Formed in May 2017, we have a limited operating history in the satellite communications industry, which is rapidly evolving. As a result, there is limited information on which investors can base an evaluation of our business, strategy, operating plan, results and prospects. We intend to derive substantially all of our revenues from the SpaceMobile Service, which is still in the beginning stages of development. There are also no assurances that we will be able to secure future business, or to convert existing memoranda of understanding into definitive commercial agreements, with MNOs who are in turn expected to market and sell the SpaceMobile Service to their existing customers as the end users.
It is difficult to predict future revenues and expenses, and we have limited insight into trends that may emerge and affect our business. We are a developmental stage company facing substantial business and operational risks, including a relatively untested market strategy, all of which makes forecasting future business results particularly difficult and results in a significant level of execution risk.
We may not be able to raise additional funds for continued operations, to initiate our SpaceMobile Service and for the Ligado Transaction when we need them on favorable terms or at all.
We will need to raise significant additional capital for operating and capital expenditures to design, assemble and launch additional BB satellites beyond the currently funded constellation size and in order to enhance coverage and system capacity in response to incremental market demand.
We currently estimate the average capital costs, consisting of direct materials and launch costs, for a constellation of over 90 Block 2 BB satellites to be approximately $21.0 million to $23.0 million per satellite, with initial launches higher than that range and trending down over time as we optimize payloads and launch terms and evaluate a multitude of launch opportunities on an ongoing basis. These estimates exclude cost of certain initial satellites used to validate satellite performance and operations. We have entered into launch agreements with multiple launch service providers that will enable us to continue our planned launch campaign to launch over 60 Block 2 BB satellites. We have commenced our launch campaign with the launch of BB6 on December 23, 2025 and plan to launch approximately 45 to 60 Block 2 BB satellites by the end of 2026. While launch agreements for our satellites are critical in facilitating our ability to provide the SpaceMobile Service, these agreements and future agreements, once executed, increase our financial risks significantly.
We intend to seek to raise additional capital to fund the design, assembly and launch of additional BB satellites beyond the currently funded constellation size and the operation of the commercial services through the issuance of equity, equity-linked or debt securities (secured or unsecured), secured or unsecured loans or other debt facilities, and credit from government or financial institutions or commercial partners, including through our at-the-market programs. Our ability to access the capital markets during this period may require us to modify our current expectations.
In March 2025, our subsidiaries AST & Science, LLC (“AST LLC”) and Spectrum USA I, LLC (“SpectrumCo”) entered into agreements with Ligado Networks LLC under which we will receive long-term access to up to 45 MHz of lower mid-band spectrum in the United States for direct-to-device satellite applications (the “Ligado Transaction”). The agreements were entered into as part of the restructuring of Ligado LLC, which together with certain of its direct and indirect subsidiaries (together with Ligado Networks LLC, “Ligado”) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) on January 5, 2025. The Bankruptcy Court approved the Ligado Transaction on June 23, 2025 and confirmed Ligado’s Chapter 11 plan of reorganization (the “Ligado Chapter 11 Plan”) on or about September 29, 2025.
Pursuant to the Ligado Transaction, we agreed to pay Ligado consideration totaling $550.0 million in cash and, provided that the Ligado Chapter 11 Plan has been confirmed and the financial sponsors of Ligado provide a backstop to Ligado that is acceptable to the Company in support of a full refund of payments by Ligado in the event applicable regulatory approvals are not obtained and the closing does not occur (the “Backstop Commitment”), of such amount $535.0 million will be paid to Ligado for the benefit of Inmarsat as follows: $420.0 million on October 31, 2025, $100.0 million on March 31, 2026 and $15.0 million upon receipt of specified regulatory approvals and the closing of the Ligado Transaction. The remaining $15.0 million will be paid directly to Ligado upon closing of the Ligado Transaction. We have made the first $420.0 million payment to Ligado for the benefit of Inmarsat, which was required to be made by October 31, 2025. The $520 million Backstop Commitment has been memorialized in an amendment to Ligado’s debtor-in-possession financing arrangements and has been approved by the Bankruptcy Court. The funds under the $520 million Backstop Commitment will be available to be drawn by Ligado in the event the applicable regulatory approvals are not obtained in accordance with the definitive documents between us and Ligado, and is subject to the satisfaction of certain other conditions. The proceeds of the Backstop Commitment can only be used to refund us for the amounts that we paid to Ligado for the benefit of Inmarsat prior to receipt of the applicable regulatory approvals.
In connection with the Ligado Transaction, BackstopCo, LLC, a subsidiary of AST LLC (“BackstopCo”), entered into a loan agreement with UBS AG, Stamford Branch, as lender (the “UBS Loan Agreement”) on October 31, 2025, under which we undertook a cash collateralized term loan in an aggregate principal amount of $420.0 million, to finance the first $420.0 million payment to Ligado for the benefit of Inmarsat. Additionally, in connection with the Ligado Transaction, SpectrumCo entered into the $550 million Sound Point Credit Facility. The availability of the delayed-draw term loan under the Sound Point Credit Facility to SpectrumCo is subject to satisfaction of certain conditions, including, among others, receipt of regulatory approvals and the closing of the Ligado Transaction.
There can be no assurance that additional funds will be available to us on favorable terms or at all, including in connection with the Ligado Transaction. If we cannot raise additional funds beyond the currently funded constellation size when needed in the future, our financial condition, results of operations, business and prospects will be materially and adversely affected, including as a result of the need to cancel launch agreements and related incurrence of significant termination fees to cancel those launch agreements. We will need to raise significant additional capital for operating and capital expenditures to design, assemble and launch additional BB satellites beyond the currently funded constellation size and in order to enhance coverage and system capacity in response to incremental market demand.
We will incur significant expenses and capital expenditures in the future to further our business plan and develop the SpaceMobile Service, including expenses and capital expenditures to:
maintain our long-term access to up to 45 MHz of lower mid-band spectrum;
protect our intellectual property rights; and increase our headcount, manufacturing capacity and other general and administrative functions to support our growing operations.
Because we will incur much of the costs and expenses from these efforts before we receive any revenues with respect to the SpaceMobile Service, our losses in future periods will be significant. Also, we may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in anticipated revenues, which would further increase our losses. Our ability to become profitable in the future will not only depend on our ability to successfully launch additional satellites and build the SpaceMobile Service, but also our ability to control costs. If we are unable to efficiently design, assemble, launch and operate our satellites or experience significant delays during such development, our margins, profitability and prospects could be materially and adversely affected.
We incurred a net loss attributable to common stockholders of $341.9 million for the year ended December 31, 2025 and have incurred net losses attributable to common stockholders of approximately $831.7 million from our inception through December 31, 2025. To date, we have not generated any revenues from our SpaceMobile Service.
We will continue to incur operating and net losses each quarter until we begin generating significant revenue as a result of the planned launch of our SpaceMobile Service and may continue to incur operating or net losses even after we begin generating significant revenue. The likelihood of success of our business plan must be considered in light of the substantial challenges, expenses, difficulties, complications and delays frequently encountered in connection with developing and expanding early-stage businesses and the competitive environment in which we operate. The development of a satellite-based Cellular Broadband network and related intellectual property is a speculative undertaking, involves a substantial degree of risk, is a capital-intensive business and may ultimately fail. If we cannot successfully execute our plan to develop the SpaceMobile Service, our business may not succeed.
Our potential profitability is dependent upon the successful development and successful commercial introduction and acceptance of the SpaceMobile Service, which may not occur. Even if we are able to successfully develop the SpaceMobile Service, there can be no assurance that it will be commercially successful and become profitable on a sustained basis, if at all. We expect to have quarter-to-quarter fluctuations in expenses and capital expenditures, some of which could be significant, due to research, development, manufacturing and assembly expenditures and the investments required to design, assemble and launch the SpaceMobile Service constellation of satellites and to maintain our long-term access to up to 45 MHz of lower mid-band spectrum.
While we currently derive limited revenue from existing contracts with the U.S. government either directly or through prime contractors, we may enter into additional contracts with the U.S. government in the future directly or through prime contractors. U.S. government contracts subject us to statutes and regulations applicable to companies doing business with the government, including the Federal Acquisition Regulation, which governs aspects of U.S. government contracting, including contractor qualifications and acquisition procedures. These government contracts customarily contain provisions that give the government substantial rights and remedies, many of which are not typically found in commercial contracts and which are unfavorable to contractors. For instance, most U.S. government agencies include provisions that allow the government to unilaterally terminate or modify contracts for convenience, and in that event, the counterparty to the contract may generally recover only its incurred or committed costs and settlement expenses and profit on work completed prior to the termination. If the government terminates a contract for default, the defaulting party may be liable for any extra costs incurred by the government in procuring undelivered items from another source. In addition, government contracts normally contain additional requirements that may increase our costs of doing business, reduce our profits, and expose us to liability for failure to comply with these terms and conditions. These requirements include, for example:
Management's Discussion & Analysis (MD&A)
New heading “Repurchase of the 2032 4.25% Convertible Notes”
New heading “Repurchase of the 2032 2.375% Convertible Notes”
New heading “Products Revenues”
New heading “Services Revenues”
New heading “Cost of Revenues - Products”
New heading “Cost of Revenues - Services”
New heading “Products Revenues”
New heading “Services Revenues”
New heading “Cost of Revenues - Products”
New heading “Cost of Revenues - Services”
New heading “Spectrum Usage Rights Transaction and Related Financing”
New heading “Settlement Term Sheet”
New heading “Sound Point Credit Facility”
New heading “Global S-Band Spectrum Priority Rights Acquisition”
New heading “May 2025 Equity Distribution Agreement”
New heading “October 2025 Equity Distribution Agreement”
New heading “Trinity Capital Equipment Loan”
New heading “UBS Bridge Financing Loan”
New heading “2032 4.25% Convertible Notes”
New heading “2032 2.375% Convertible Notes”
New heading “2036 2.00% Convertible Notes”
New heading “2036 2.25% Convertible Notes”
Removed heading “Strategic Transaction”
Removed heading “2022 Equity Distribution Agreement”
Removed heading “June 2023 Common Stock Offering”
Removed heading “January 2024 Common Stock Offering”
Removed heading “Senior secured credit facility”
Largest changes
“The UBS Loan Agreement includes customary affirmative and negative covenants, including restrictions on additional indebtedness, liens, investments, asset dispositions, mergers, affiliate transactions, and dividends, as well as requirements relating to use of proceeds and compliance with specified agreements, among other covenants. …”see in full comparison
“On January 5, 2025, AST & Science, LLC (“AST LLC”) entered into a binding agreement (“Strategic Collaboration Term Sheet”) with Ligado under which we will receive long-term access to up to 45 MHz of lower mid-band spectrum in the United States and Canada for direct-to-device satellite applications. …”see in full comparison
“On June 23, 2025, the Bankruptcy Court approved the Spectrum Usage Rights Transaction contemplated in the Strategic Collaboration Term Sheet. On or about September 29, 2025, the Bankruptcy Court confirmed Ligado’s Chapter 11 plan. The closing of the Spectrum Usage Rights Transaction is still subject to receipt of satisfactory regulatory approvals required for the proposed use of the spectrum, as well as other closing conditions. AST LLC’s obligation to make the Crown Castle Annual Payment and SpectrumCo’s obligation to make the L-band Annual Payment each began on June 23, 2025. …”see in full comparison
“On January 5, 2025, AST LLC entered into a binding agreement (the “Strategic Collaboration Term Sheet”) with Ligado LLC under which we will receive long-term access to up to 45 MHz of lower mid-band spectrum in the United States and Canada for direct-to-device satellite applications. The Strategic Collaboration Term Sheet was entered into as part of the restructuring of Ligado LLC, which together with certain of its direct and indirect subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court.”see in full comparison
“Our obligations under the Agreements are secured by certain of our tangible assets. The MEFA contains customary affirmative and negative covenants. The MEFA also contains certain customary events of default that, if they occur, will be deemed to occur under all Schedules.”see in full comparison
“On June 23, 2025, the Bankruptcy Court approved the transactions (the “Spectrum Usage Rights Transaction”) contemplated in the Strategic Collaboration Term Sheet. The closing of the Spectrum Usage Rights Transaction is subject to receipt of satisfactory regulatory approvals required for the proposed use of the spectrum, as well as other closing conditions. On or about September 29, 2025, the Bankruptcy Court confirmed Ligado’s Chapter 11 plan.”see in full comparison
Full comparison: every changed paragraph (171)
Except as otherwise noted or where the context requires otherwise, references in this Annual Report to “we,” “us” or the “Company” refer to AST SpaceMobile, Inc. and references to our “management” refer to our officers and directors.
This section of this Annual Report generally discusses 2024year-to-year comparisons between 2025 and 20232024. itemsDiscussions andof year-to-year comparisons between 2024 and 2023. Discussions of 2023 items and year-to-year comparisons between 2023 and 2022 are not included, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.2024.
We are building the first and only global Cellular Broadband network in space to be accessible directly by everyday smartphones (2G/4G-LTE/5G devices) for commercial use, and other applications for government use utilizing our extensive IP and patent portfolio. The SpaceMobile Service is being designed to provide cost-effective, high-speed Cellular Broadband services to end-users who are out of terrestrial cellular coverage using existing mobile devices. The SpaceMobile Service currently is planned to be provided by a constellation of high-powered, large phased-array satellites in low Earth orbit (“LEO”) using low-band and mid-band spectrum controlled by Mobile Network Operators (“MNOs”). As discussed under “Recent Developments” below, we entered into an agreement for usage rights for mid-band spectrum. Following the execution of definitive documentation and subject to the completion of certain conditions, we expect our network will be enhanced by our long-term access to up to 45 MHz of the lower mid-band satellite spectrum in the United States and Canada through our usage agreements. As of December 31, 2024, our IP portfolio consists of more than 3,500 patent and patent pending claims worldwide, of which approximately 1,550 have been officially granted or allowed. This includes 36 patent families worldwide. Our patents have various terms expiring starting 2039. We are headquartered in Texas where we operate 194,000 square feet satellite AIT facilities.MNOs.
On March 22, 2025, we and certain of our subsidiaries entered into certain definitive agreements with Ligado LLC and its subsidiaries for usage rights for mid-band spectrum, which were approved by the Bankruptcy Court on June 23, 2025. Ligado’s Chapter 11 plan was confirmed by the Bankruptcy Court on or about September 29, 2025. Subject to the completion of certain conditions, including regulatory approval, as a result of the transaction with Ligado, we expect our network will be enhanced by our long-term access to up to 45 MHz of the lower mid-band satellite spectrum in the United States and Canada through our usage agreements. In addition, on September 25, 2025, we completed the acquisition of an entity that holds certain S-Band ITU priority rights to Mobile Satellite Services frequencies in the range of 1980-2010 MHz and 2170-2200 MHz, for use in LEO. We expect the acquisition will further enhance our network by up to 60 MHz of mid-band satellite spectrum globally.
As of December 31, 2025, our IP portfolio consists of approximately 3,850 patent and patent pending claims worldwide, of which approximately 1,900 have been officially granted or allowed. This includes 38 patent families worldwide. Our patents have various terms expiring starting 2039. We are headquartered in Texas where we operate AIT facilities. We also have engineering and development centers elsewhere in the United States, India and Scotland, and engineering, development and production centers in Spain and Israel. Our global footprint was approximately 450,000 square feet as of December 31, 2025.
We intend to work with MNOs to offer the SpaceMobile Service to the MNOs’ end-user customers. We currently have partnerships with over 50 MNOs with nearly 3 billion subscribers globally. Our vision is that users will not need to subscribe to the SpaceMobile Service directly through us, nor will they need to purchase any new or additional equipment. Instead, users will be able to access the SpaceMobile Service when prompted on their mobile device that they are no longer within range of the land-based facilities of the MNOs or will be able to purchase a plan directly with their existing mobile provider. We intend to seek to use a revenue-sharing business model for the SpaceMobile Service in our agreements with MNOs.
The SpaceMobile Service is expected to be highly attractive to MNOs as it will enable them to improve and differentiate their service offering without significant incremental capital investments. The SpaceMobile Service is expected to enable MNOs to augment and extend their coverage without building towers or other land-based infrastructure, including where it is not cost-justified or is difficult due to geographical challenges. As a result of the incremental coverage created by the planned SpaceMobile Service, we believe that MNOs will have the opportunity to increase subscribers’ average revenue per user (“ARPU”).user.
We also intend to leverage our patented technology, including the large phased array and high power capability of our BlueWalker 3 (“BW3”) test satellite and our BB satellites, for a variety of non-communication and communication applications in the government sector. To this end, we have entered into agreements with prime contractors for the United States (“U.S.”) government to perform certain tasks and intend to seek to enter into other similar agreements with the U.S. government,government either directly or through prime contractors,contractors to develop and testperform certain non-communication applications and, once qualified, provide certain non-communication and communication services through our satellites.tasks.
On April 1, 2019, we launched our first test satellite, BlueWalker 1 (“BW1”),1, which was used to validate our satellite to cellular architecture and was capable of managing communications delays from LEO and the effects of doppler in a satellite to ground cellular environment using the 4G-LTE protocol.
We launched our BW3 test satellite on September 10, 2022, and announced the completion of the deployment of the communicationcommunications phased array antenna of the BW3 test satellite in orbit on November 14, 2022. Using the BW3 test satellite, we successfully completed two-way 5G voice calls directly to standard unmodified smartphones, achieved repeated successful download speeds of above 21 Mbps to standard unmodified smartphones and spectral efficiency of approximately 3 bits per second per hertz. We have also successfully completed initial in-orbit and ground testing for non-communication government applications. We intend to continue testing capabilities of the BW3 test satellite, including further testing with cellular service providers and the U.S. government.
We launched five first generation commercial BB satellites (“Block 1 BB satellites”) on September 12, 2024. The Block 1 BB satellites are of similar size and weight to the BW3 test satellite and have ten times higher throughput than the BW3 test satellite. In October 2024, we completed the deployment of the communicationcommunications phased array antennas and Q/V antennas in orbit and performed a series of monitoring tests and activities to confirm the successful initial operations of the Block 1 BB satellites. In January 2025, we successfully made the first SpaceMobile video call from space with Vodafone using standard unmodified smartphones. In February 2025, we completed the voice and video call tests on standard unmodified smartphones with AT&T and Verizon in the U.S.United States and also completed the tests for non-communication applications for the U.S. government. All five Block 1 BB satellites have participated in the tests at various stages. In April 2025, together with Rakuten Mobile, Inc., we successfully conducted a two-way broadband video call in front of a live audience using unmodified smartphones on the SpaceMobile network enabled by a Block 1 BB satellite in orbit today. On July 21, 2025, we and AT&T made the first-ever VoLTE call and short message service over satellite using AT&T’s spectrum and core network with a standard unmodified cell phone. On October 2, 2025, together with Bell Canada, we achieved Canada’s first-ever space-based 4G VoLTE voice call, broadband data connection, and video streaming using everyday smartphones. We have deployed and released many fixed cells over the continental U.S. to our MNO and Original Equipment Manufacturer partners as the reference cells for network integration. We continue to test the spectrum quality of those fixed cells and have received approval to activate fixed cells from an MNO. We expect to continue testing for SpaceMobile Service automation including beta testing prior to rollout of initial noncontinuous SpaceMobile Service in select markets including the United States, EuropeEurope, Japan and Japan.other strategic markets.
The SpaceMobile Service has not been launched and therefore has not yet generated any revenue. We currently plan to utilize the Block 1 BB satellites to initiate a limited, noncontinuous SpaceMobile Service in targeted geographical markets, including in the United States, and validate and test non-commercial government applications and seek to generate revenue from such services. Prior to initiating SpaceMobile Service in each jurisdiction, we will need to obtain regulatory approvals in each jurisdiction where we would provide such service and would need to enter into commercial agreements with MNOs relating to the offering of such service in each jurisdiction.
We received an initial license from the FCC to launch and operate the Block 1 BB satellites using S- and UHF-band frequencies to support orbit raising maneuvers and TT&C operations, and to employ the V-band for routine gateway feeder link operations. In the United States, we obtained STAs for service link operations from the FCC, under which we have begun testing in the United States employing low-band spectrum from AT&T and Verizon. We have also obtained the Special Temporary Authority in Turkey and the United Kingdom with Vodafone. Before we begin providing full commercial SpaceMobile Service, the FCC will need to grant the Modification Application, and we will need to obtain additional approvals from other regulatory authorities outside the United States.
We have entered into a space-based wireless connectivity agreement with AT&T to provide SpaceMobile Service to AT&T’s end users for use within the continental United States (excluding Alaska) and Hawaii and with Vodafone to provide SpaceMobile Services to Vodafone’s end users for use outside the United States. We plan to enter into a commercial agreement with Verizon in the United States. We are also expanding our efforts on ground infrastructure development for commercial readiness and integrating our SpaceMobile Service into the MNOs’ infrastructure to initiate commercial services.
Beginning in the first quarter of 2024, we have recognized revenue from completion of performance obligations under agreements with prime contractors for the U.S. government and expect to continue to recognize revenue as and when we complete the remaining performance obligations under the agreements. In 2024, we generated revenue from the resale of gateway equipment and associated services to MNOs. We believe initiation of limited, noncontinuous SpaceMobile Service, as well as completing the milestones under the agreements with prime contractors for the U.S. government, will help to demonstrate the advantages of our satellite-based Cellular Broadband service in the market. These market activities will commence while we continue the development and testing of the next generation of commercial BB satellites.
OurOn nextDecember generation23, of2025, commercialwe BBlaunched satellites,our “BB6 satellite. The Block 2 BB satellites,”satellites featuringfeature an up to approximately 2,400 square feet communicationphased array, the largest communicationphased array to be ever deployed in a LEO for commercial useuse, andwhich is more than three times biggerlarger than the communicationphased array of the Block 1 BB satellites in orbit today, areand designed to deliver up to 10 times the bandwidth capacity of the Block 1 BB satellites. We believe the larger aperture array is expected to provide greater spectrum reuse, enhanced signal strength and increased capacity, thereby reducing the necessary number of satellites to achieve service coverage as compared to smaller apertures. On February 10, 2026, we successfully deployed BB6, the largest phased array deployed commercially in LEO. The performance of BB6 is driven by several breakthroughs in space-based architecture. The large antenna array allows the satellite to transmit and receive signals from standard handheld devices. Further, the large aperture enables highly precise beamforming, creating narrower, more focused coverage areas. This precision minimizes interference, maximizes network capacity and provides a consistent high-quality user experience for Cellular Broadband services, including voice, data and video. In addition, when we introduce our own AST5000 ASIC chip in the Block 2 BB satellites, we expect to achieve materially greater throughput capacity of up to 40 MHz per beam to continue to support 120 Mbps peak data rates and up to 10,000 MHz of processing bandwidth per Block 2 BB satellite, require less power and offer a lower overall unit cost. We have reached keya validation maturity milestone, which allows production milestones and are in initial production phaseprovision of theflight firstcandidate batchASIC ofunits for assembly into the ASICelectronic chip.board. Until we introduce our ASIC chip in Block 2 BB satellites, we expect to continue to manufacture and launch Block 2 BB satellites that are based on a Field Programmable Gate Arrays (“FPGA”) chip.
We have recognized revenue from completion of performance obligations in agreements with the U.S. government either directly or indirectly through prime contractors utilizing the initial BB satellites and expect to continue to recognize revenue as and when we complete the remaining performance obligations under the agreements. We have also generated revenue from the sale of gateway equipment, software and related services to MNOs and expect to continue to generate revenue as MNOs build out ground infrastructure for commercial readiness. We continue to plan to utilize the initial BB satellites to initiate a limited, noncontinuous SpaceMobile Service in targeted geographical markets, including in the United States. We believe initiation of limited, noncontinuous SpaceMobile Service, as well as completing the milestones under the agreements with the U.S. government and prime contractors for the U.S. government, will help to demonstrate the advantages of our satellite-based Cellular Broadband service in the market.
The SpaceMobile Service has not been launched and therefore has not yet generated any revenue. Our planned non-geostationary orbit constellation will provide services from LEO that rely on the use of RF spectrum. We have submitted applications to obtain the authority we need to operate, but we have not yet received approval for the services we will provide. Additionally, we rely on contractual agreements with third parties to access some of the spectrum we will utilize to provide services.
We have entered into a space-based wireless connectivity agreement with AT&T to provide SpaceMobile Service to AT&T’s end users for use within the continental United States (excluding Alaska) and Hawaii. On December 18, 2025, we entered into a reseller agreement with SatCo to exclusively distribute SpaceMobile Service to MNOs in Europe, UK and certain other markets. We also have an agreement with Vodafone to provide SpaceMobile Services to Vodafone’s end users outside of the markets covered by our agreement with SatCo. On October 8, 2025, we announced the signing of a definitive commercial agreement with Verizon to provide direct-to-cellular AST SpaceMobile service when needed for Verizon customers within the continental United States (excluding Alaska) and Hawaii starting in 2026. On October 29, 2025, we entered into a ten-year commercial agreement with STC to enable direct-to-device satellite mobile connectivity across Saudi Arabia and key regional markets. We are also expanding our efforts on ground infrastructure development for commercial readiness and integrating our SpaceMobile Service into the MNOs’ infrastructure to initiate commercial services.
We have entered into launch agreements with multiple launch service providers which will enable us to commencecontinue aour planned launch campaign during 2025 and 2026 to launch approximatelyover 60 Block 2 BB satellites. We have commenced assemblingour launch campaign with the launch of BB6 on December 23, 2025 and testingplan to launch approximately 45 to 60 Block 2 BB satellites by the end of 2026, at a cadence of one launch approximately every one to two months on average. We have continued to assemble and test the Block 2 BB satellites in accordance with our plan to meet this launch campaign to enable Continuous SpaceMobile Service coverage across key markets such as the United States, Europe, Japan and other strategic markets as well as to facilitate U.S. government applications. WeThe expecttiming to ship the first next-generation Block 2 BB satellite to theof launch provider byof the end of April 2025 for a launch estimated to occur shortly thereafter, which will commence our launch campaign of approximately 60 Block 2 BB satellites in 2025 through 2026. The timing of shipment of the first Block 2 BB satellite is contingent on a number of factors including satisfactory and timely completion of the assembly and testing of the Block 2 BB satellite,satellites, regulatory approvals for the launch, readiness of the launch vehicle, logistics and other factors, many of which are beyond our control.
We are developing a phased satellite deployment plan and a corresponding commercial launch plan of the SpaceMobile Service based on targeted geographical areasmarkets to provide the SpaceMobile Service to the most commercially attractive MNO markets. This prioritization of coverage is designed to minimize the capital required to initiate and operate commercial service that generates cash flows from operating activities sooner. We expect that such a successful commercial service would enable us to attract additional capital to continue to assemble and launch additional BB satellites to expand our capacity and geographic coverage area, although there can be no assurance that such capital would be available on terms acceptable to us, or at all.
We are accelerating our procurement and production of Block 2 BB satellites in alignment with our launch campaign. Supplier agreements and orders are in place for the procurement of materials and components needed for the assembly, integration and testing of a large majority of the planned constellation of over 90 BB satellites.
Our manufacturing, assembly, and testing strategy for Block 2 BB satellites includes continuous production and assembly of various components and subsystems for economies of scale, cost efficiencies, and unlocking capacity constraints, to build sufficient quantity of components and subsystems readily available on hand to be able to complete the final integration and testing of the required number of Block 2 BB satellites closer to the planned launch timelines. We have completed our planned investments to increase the capacity to assemble, integrate, and test up to six Block 2 BB satellites per month. As the planned capacity has been achieved, we are accelerating our manufacturing, assembly, integration and testing to reach the production run rate of up to six Block 2 BB satellites per month to meet our planned launches in 2026. As of the date of this Annual Report, we have completed fully assembled microns for up to 28 BB satellites which include the BB satellites shipped or launched and BB8 to BB29 are in various stages of production and integration.
We plan to achieve noncontinuous SpaceMobile Service in the selected, targeted geographical markets with the launch and operation of a total of 25 BB satellites (five Block 1 BB satellites and 20 Block 2 BB satellites). We believe the operation of a constellation of 25 BB satellites will enable us to potentially generate cash flows from operating activities to further support the buildup of the remaining constellation. We believe we can enable Continuous SpaceMobile Service coverage across key markets such as the United States, Europe, Japan and other strategic markets with the launch and operation of a total of approximately 45 to 60 BB satellites, and achieve Continuous SpaceMobile Service in all targeted geographical markets to meet our long term business goals with the launch and operation of a total of approximately 90 BB satellites. We anticipate launching and deploying additional satellites beyond the initial 90 satellites in order to enhance coverage and system capacity in response to incremental market demand. Continuous coverage is not expected to be available at all times in certain areas due to numerous factors, including number of active satellites in the region, latitude coverage range, and other factors. Our current plan is subject to numerous uncertainties, many of which are beyond our control, including satisfactory and timely completion of assembly and testing of the satellites, regulatory approvals, readiness of launch vehicles, availability of launch windows by the launch providers, logistics, our ability to raise additional capital for manufacturing of satellites and launch payments,payments beyond the currently funded constellation size, proposed orbits and resulting satellite coverage, launch costs, ability to enter into agreements with MNOs and other factors, many of which are beyond our control.factors. We may adopt a strategy for commercial launch of the SpaceMobile Service, including the nature and type of services offered and the geographic markets where we may launch such services, that may differ materially from our current plan.
Strategic Transaction
On January 5, 2025, AST & Science, LLC (“AST LLC”) entered into a binding agreement (“Strategic Collaboration Term Sheet”) with Ligado under which we will receive long-term access to up to 45 MHz of lower mid-band spectrum in the United States and Canada for direct-to-device satellite applications. The Strategic Collaboration Term Sheet was entered into as part of the restructuring of Ligado, which together with certain of its direct and indirect subsidiaries filed voluntary petitions for relief under Chapter 11 of United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware on January 5, 2025. The transactions contemplated in the Strategic Collaboration Term Sheet (collectively, the “Ligado Transaction”) are subject to the approval of the bankruptcy court. Upon execution of definitive documentation, Ligado will receive approximately 4.7 million penny warrants exercisable into shares of our Class A common stock, subject to a 12-month lock-up. Upon closing of the Ligado Transaction, which will be subject to receipt of satisfactory regulatory approvals required for the proposed use of the spectrum, and other closing conditions, Ligado will receive additional consideration of approximately $550.0 million. To support this consideration, we received a $550.0 million institutional financing commitment, to finance a planned wholly owned special-purpose vehicle in the form of a non-recourse senior-secured delayed-draw term loan facility, subject to satisfactory diligence and customary closing conditions. Upon closing of the Ligado Transaction, we would also pay approximately $80.0 million annually for spectrum usage rights and provide Ligado with long-term net revenue sharing rights.
No assurance can be provided that the Ligado Transaction will be consummated or that the related financing will be disbursed. The Ligado Transaction and the disbursement of the related financing are subject to a number of conditions, including the entry into definitive documentation and the satisfaction of the closing conditions to be specified in such definitive documentation. In addition, Ligado’s ongoing bankruptcy proceedings present risks that the Ligado Transaction will not be consummated, including the risk that the Ligado Transaction will be abandoned before definitive documentation can either be achieved or approved by the bankruptcy court. Moreover, even if the Ligado Transaction is consummated, the benefits of the Ligado Transaction will be subject to, among other things, integration, technology and regulatory risks. The Ligado Transaction will significantly increase our indebtedness (though any debt incurred pursuant to our $550.0 million financing commitment will be non-recourse) and annual required cash spend.
Conversion2036 of the 20342.25% Convertible Notes
On January 22, 2025, we notified the holders of the 2034 Convertible Notes that we exercised our option to require all of such notes to be converted into shares of Class A Common Stock. As of January 22, 2025, the principal amount of the 2034 Convertible Notes to be converted plus accrued interest was approximately $148.5 million, which was convertible into 25,818,541 shares of our Class A Common Stock. As of the date of this Annual Report, $104.9 million of the principal amount of the 2034 Convertible Notes has been converted into 18,238,272 shares of our Class A Common Stock and issued; the remaining $43.6 million of the principal amount of the 2034 Convertible Notes will be converted into 7,580,269 shares of our Class A Common Stock and issued as promptly as practicable, subject to receipt of certain required governmental approvals.
OnIn JanuaryFebruary 27, 2025,2026, we issued $460.0$1,075.0 million aggregate principal amount of convertible senior notes due 2032 (the “2032 Convertible Notes”),2036, including the exercise in full of the option granted to the initial purchasers to purchase upan toadditional $60.0$75.0 million aggregate principal amount of notes.notes (the “2036 2.25% Convertible Notes”). The 20322036 2.25% Convertible Notes are our senior, unsecured obligations and bear interest at a fixed rate of 4.25%2.25% per year, payable semiannually in arrears on MarchApril 115 and SeptemberOctober 115 of each year, beginning on SeptemberOctober 1,15, 2025.2026. The 20322036 2.25% Convertible Notes will mature on MarchApril 1,15, 2032,2036, unless earlier repurchased, redeemed,converted or converted.repurchased. The 20322036 2.25% Convertible Notes are convertible at the option of the holders under certain circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our Class A Common Stock or a combination of cash and shares of our Class A Common Stock, at our election. Refer to Notethe 15discussion Subsequentunder Events“2036 2.25% Convertible Notes” in the accompanying“Liquidity notesand toCapital theResources” consolidatedsection financial statementsbelow for further information.details.
Repurchase of the 2032 4.25% Convertible Notes
In February, 2026, we completed the repurchase of approximately $46.5 million of the outstanding principal amount of the 2032 4.25% Convertible Notes in separate, privately negotiated repurchase transactions with a limited number of note holders and funded the repurchases with the net proceeds from a registered direct offering of 1,862,741 shares of our Class A Common Stock to the same note holders participating in the note repurchases.
Repurchase of the 2032 2.375% Convertible Notes
In February, 2026, we completed the repurchase of $250.0 million of the outstanding principal amount of the 2032 2.375% Convertible Notes in separate, privately negotiated repurchase transactions with a limited number of note holders and funded the repurchases with the net proceeds from a registered direct offering of 4,475,223 shares of our Class A Common Stock to the same note holders participating in the note repurchases.
Capped Calls
On January 27, 2025, in connection with the issuance of the 2032 Convertible Notes, we entered into privately negotiated capped call transactions (the “Capped Calls”) with certain financial institutions at a cost of approximately $44.5 million. The Capped Calls cover, subject to anti-dilution adjustments, the number of shares of Class A common stock underlying the 2032 Convertible Notes. The Capped Calls have an initial strike price of approximately $26.99 per share and an initial cap price of $44.98 per share, which are subject to certain adjustments under the terms of the Capped Calls.
SDA Agreement
On February 25, 2025, a subsidiary of ours entered a new contract award with the United States Space Development Agency (“SDA”) through a prime contractor with total expected revenue of $43.0 million for the subsidiary to provide certain testing services utilizing our next generation Block 2 BB satellites.
We continue to closely monitor the impact of macroeconomic conditions, including heightenedinflation inflation,expectations, changes to fiscal and monetary policies, higherchanges in interest rates, volatility in the capital markets, supply chain challenges, impositionchanges ofin tariffsU.S. trade policy, including with respect to tariffs, and geopolitical conflicts on all aspects of our business across geographies, including how it has and may continue to impact our operations, workforce, suppliers, and our ability to raise additional capital to fund operating and capital expenditures.
Changes in the prices of satellite materials due to inflation, supply chain challenges, the impact of tariffs and other macroeconomic factors may affect our capital costs estimates to build and launch the satellite constellation and adversely affect our financial condition. The extent of impact of these factors on our business will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time. To date, these factors have not had a material impact to our technology development efforts or results of our operations. However, if macroeconomic conditions deteriorate or there are unforeseen developments, our results of operations and financial condition may be adversely affected.
We operate from multiple locations that include our corporate headquarters and 194,000 square feet AIT facilities in Texas where the final AIT is performed, engineering and development centers in the United States, India and Scotland, and engineering, development and production centers in Spain and Israel. Our global footprint was approximately 450,000 square feet as of December 31, 2025. While the recently announced tariffs imposed on certain supply chain products manufactured in several jurisdictions have not had a material impact to our operations, the U.S. government may in the future announce, reimpose or increase these tariffs onor expand them to other jurisdictions which may have a material impact to our technology development efforts or results of our operations. Our operations in Israel constitute approximately 1% of our consolidated total assets and approximately 10%11% of our consolidated total operating expenses. To date, our operations in Israel have not been materially impacted by the geopolitical conflict in the Middle East. We currently do not expect potential interruptions to our operations in Israel to have a material impact on the Company.
Our historical financial performance has been, and we expect our financial performance in the future to be, driven by our ability to execute on our strategy. We believe that our future results of operations could differ materially from the historical results of operations as we initiate the limited, noncontinuous SpaceMobile Service in certain targeted geographical markets, secure additional contracts with the U.S. government or its prime contractors for non-commercial use of our BB satellites, complete the development of the Block 2 BB satellites, increase our capacity and scale to manufacture BB satellites for the planned launches, launch the Block 2 BB satellites, and enter into commercial arrangements with additional MNOs.MNOs including contracts to sell gateway equipment, software and related services, and close our proposed transaction with Ligado and related financing.
Products Revenues
Products revenues primarily consist of the sale of gateway equipment, software and related services to MNOs.
Services Revenues
Service revenues primarily consist of revenues from performance obligations completed under agreements with the U.S. government either directly or indirectly through prime contractors.
Cost of Revenues - Products
Costs of revenues - products primarily consist of those costs directly attributable to the sale of gateway equipment and software to MNOs.
Cost of Revenues - Services
Cost of revenues - services primarily consist of labor costs and sales commissions directly attributable to providing the service.
To date, we have not generated any revenues from our SpaceMobile Service and do not expect to generate revenue until we launch the SpaceMobile Service. During the year ended December 31, 2024, we recognized $4.4 million of revenue, of which $3.9 million was from performance obligations completed under agreements with prime contractors for U.S. government contracts and $0.5 million was from resale of gateway equipment to a mobile network operator. We expect to continue to recognize revenue under these agreements with prime contractors for U.S. government contracts as and when we complete the remaining performance obligations. We currently plan to initiate a limited, noncontinuous SpaceMobile Service in targeted geographical markets in 2025, including in the United States, subject to obtaining additional regulatory approvals and executing definitive agreements with additional MNOs, and seek to generate revenue from such service.
General and administrative costs includeprimarily the costsconsist of insurance,compensation costand ofrelated expenses for non-engineering personnel and personnel related expenses, software licensing and subscriptions,personnel, office and facilities expenses, investor relations, and professional services, including publiclegal relations,fees, accountingaccounting, and legalpublic fees.relations. These costs also include insurance, software licensing and subscriptions.
Research and development (“R&D”) costs are charged to expense as incurred. R&D costs consist principally of development activities in which we typically engage third-party vendors for the design and development of electronic componentry, software, and mechanical deployment systems, and are largely driven by the achievement of milestones that trigger payments and costs of materials and supplies consumed in the development activities. R&D costs are expected to fluctuate quarter over quarter depending on new initiatives and achievement of milestones.
Private Placement Warrants issued by us are accounted for as liability-classified instruments at their initial fair value on the date of issuance. They are remeasured on each balance sheet date or on the date of exercise and changes in the estimated fair value are recognized as an unrealizeda gain or loss in the consolidated statements of operations.
Interest expense consists of cash interest payments and amortization of debt issuance costs associated with our debt arrangements.arrangements and amortization of the Sound Point Credit Facility commitment fee.
Interest income consists of interest earned on cash and cash equivalents and restricted cash held in interest bearing demand deposit accounts.accounts and money market accounts and on our loan receivable from SatCo.
Other Income (Expense), Income, Net
Other income (expense), income, net primarily consists of non-operating expense and income, including induced conversion expense related to the repurchase of the 2032 4.25% Convertible Notes and foreign exchange gains or losses.
Loss on extinguishment of debt consists of payment of exit fee and call premium and expensing of remaining unamortized debt issuance costs upon settlement of oura senior secured facility loan.
Noncontrolling interest primarily represents the equity interest in AST LLC held by members other than us. As of December 31, 20242025 and December 31, 2023,2024, noncontrolling interest in AST LLC was approximately 30.1%23.9% and 58.7%,30.1%, respectively. The decrease in noncontrolling interest percentage during the year ended December 31, 20242025 was a result of the issuance of Class A Common Stock underin connection with the Januaryrepurchase 2024of a portion of the 2032 4.25% Convertible Notes, conversion of the 2034 Convertible Notes, acquisition of certain S-Band ITU priority rights and payment for a portion of the L-band Annual Payment payable in shares, issuance of Class A Common Stock Offering,under the 20222024 Equity DistributionSales Agreement, the 2024May Equity2025 DistributionSales Agreement and the October 2025 Sales Agreement, the exercises of Public Warrants andthe Private Placement Warrants, the redemptionredemptions of AST LLC Common Units in exchange for Class A Common Stock, the exerciseexercises of options for Class A Common Stock and the vesting of our restricted stock units.
What changed in the latest 10-Q
Risk Factors
As of June 30, 2026, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A. Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Full comparison: every changed paragraph (1)
As of MarchJune 31,30, 2026, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A. Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Management's Discussion & Analysis (MD&A)
New heading “Loss on Involuntary Conversion”
New heading “Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025”
New heading “Loss on Involuntary Conversion”
New heading “Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025”
New heading “Products Revenues”
New heading “Services Revenues”
New heading “Cost of Revenues - Products”
New heading “Cost of Revenues - Services”
New heading “Engineering Services Costs”
New heading “General and Administrative Costs”
New heading “Research and Development Costs”
New heading “Depreciation and Amortization”
New heading “Loss on Involuntary Conversion”
New heading “Loss on Remeasurement of Warrant Liabilities”
New heading “Interest Expense”
New heading “Interest Income”
New heading “Other (Expense) Income, Net”
New heading “Income Tax Expense”
New heading “Net Loss Attributable to Noncontrolling Interest”
New heading “2034 1.625% Convertible Notes”
Removed heading “October 2025 Equity Distribution Agreement”
Largest changes
“Our ability to obtain regulatory approval for the Spectrum Usage Rights Transaction may also be impacted by pending litigation with Inmarsat. In June 2025 we entered into a settlement agreement with Ligado and Inmarsat (the “Mediated Agreement”), which was subsequently approved by the Bankruptcy Court and is binding on the parties to the Mediated Agreement. The Mediated Agreement provides, among other things, that Inmarsat will provide certain regulatory support for the Spectrum Usage Rights Transaction. …”see in full comparison
“Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025”see in full comparison
“Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025”see in full comparison
Full comparison: every changed paragraph (103)
the timing of the assembly, integration and testing as well as regulatory approvals for the launch and operation of our next generation of commercial BB satellites (“Block 2 BB satellites”);
the negotiation of definitive agreements with Mobile Network Operators (“MNOs”) and governmental entities relating to the SpaceMobile Service that would supersede preliminary agreements and memoranda of understanding;
our ability to consummate the proposed strategic transaction with Ligado, including our ability to realize the anticipated benefits of our proposed transaction with Ligado and to satisfy the conditions to funding under the Sound Point Credit FacilityAgreement;
As of MarchJune 31,30, 2026, our IP portfolio consists of approximately 3,900 patent and patent pending claims worldwide, of which approximately 2,0002,100 have been officially granted or allowed. This includes 38 patent families worldwide. Our patents have various terms expiring starting 2039. We are headquartered in Texas where we operate our satellite assembly, integration and testing (“AIT”) facilities. We also have engineering and development centers elsewhere in the United States, India and Scotland, and engineering, development and production centers in Spain and Israel. Our global footprint was approximately 450,000500,000 square feet as of MarchJune 31,30, 2026.
On April 1, 2019, we launched our first test satellite, BlueWalker 1, which was used to validate our satellite to cellular architecture and was capable of managing communications delays from LEO and the effects of doppler in a satellite to ground cellular environment using the 4G-LTE protocol.
We launched our BW3 test satellite on September 10, 2022, and announced the completion of the deployment of the communications phased array antenna of the BW3 test satellite in orbit on November 14, 2022. Using the BW3 test satellite, we successfully completed two-way 5G voice calls directly to standard unmodified smartphones, achieved repeated successful download speeds of above 21 Mbps to standard unmodified smartphones and spectral efficiency of approximately 3 bits per second per hertz. We intend to continue testing capabilities of the BW3 test satellite for internal use purposes.
We launched five Block 1 BB satellites on September 12, 2024. The Block 1 BB satellites are of similar size and weight to the BW3 test satellite and have ten times higher throughput than the BW3 test satellite. In October 2024, we completed the deployment of the communications phased array antennas and Q/V antennas in orbit and performed a series of monitoring tests and activities to confirm the successful initial operations of the Block 1 BB satellites. In January 2025, we successfully made the first SpaceMobile video call from space with Vodafone using standard unmodified smartphones. In February 2025, we completed the voice and video call tests on standard unmodified smartphones with AT&T and Verizon in the U.S. and also completed the tests for non-communication applications for the U.S. government. All five Block 1 BB satellites have participated in the tests at various stages. In April 2025, together with Rakuten Mobile, Inc., we successfully conducted a two-way broadband video call in front of a live audience using unmodified smartphones on the SpaceMobile network enabled by a Block 1 BB satellite in orbit today. On July 21, 2025, we and AT&T made the first-ever VoLTE call and short message service over satellite using AT&T’s spectrum and core network with a standard unmodified cell phone. On October 2, 2025, together with Bell Canada, we achieved Canada’s first-ever space-based 4G VoLTE voice call, broadband data connection, and video streaming using everydaystandard unmodified smartphones. WeUsing our Block 1 BB satellite, we have deployed and released many fixed cells over the continental U.S.continued to conduct various successful testing with our MNOpartners, andincluding Originalemergency Equipmentcommunications Manufacturer partners as the reference cells for network integration. We continue to test the spectrum quality of those fixed cellstests, and have receivedachieved approval98.9 Mbps peak data speeds directly to activatea fixedstandard cellsunmodified from an MNO. In addition, we have validated satellite fixed cell handover, which demonstrated our ability to seamlessly handover cell service from one satellite to the other without impacting cell service. We expect to continue testing for SpaceMobile Service automation including beta testing prior to rollout of initial noncontinuous SpaceMobile Service in select markets including the United States, Europe, Japan and other strategic markets.smartphone.
On December 23, 2025, we launched the first (“BB6”) of our next generation commercial BB satellites (“Block 2 BB satellites”), which was successfully deployed in February 2026. On April 19, 2026, BB7 was placed into a lower than planned orbit and, as a result, BB7 was de-orbited. In connection with the loss of BB7, we have received insurance recovery with respect to a portion of the total loss associated with this event and expect a replacement launch pursuant to the terms of the applicable contract with the launch provider. On June 17, 2026, we launched BB8, BB9, and BB10, which were successfully deployed in July 2026. On August 5, 2026, we successfully launched BB11, BB12, and BB13. The Block 2 BB satellites feature an up to approximately 2,400 square feet phased array, the largest phased array ever deployed in a LEO for commercial use, which is more than three times larger than the phased array of the Block 1 BB satellites and designed to deliver up to 10 times the bandwidth capacity of the Block 1 BB satellites. We believe the larger aperture array is expected to provide greater spectrum reuse, enhanced signal strength and increased capacity, thereby reducing the necessary number of satellites to achieve service coverage as compared to smaller apertures. Since deployment, BB6 has been used for testing and optimizing the new and unique features associated with the largest phased array.
OnThe Decemberperformance 23,of 2025, we launched our BB6 satellite. Thethe Block 2 BB satellites feature an up to approximately 2,400 square feet phased array, the largest phased array ever deployed in a LEO for commercial use, which is more than three times larger than the phased array of the Block 1 BB satellites and designed to deliver up to 10 times the bandwidth capacity of the Block 1 BB satellites. We believe the larger aperture array is expected to provide greater spectrum reuse, enhanced signal strength and increased capacity, thereby reducing the necessary number of satellites to achieve service coverage as compared to smaller apertures. On February 10, 2026, we successfully deployed BB6. The performance of BB6 is driven by several breakthroughs in space-based architecture. The large antenna array allows the satellite to transmit and receive signals from standard handheld devices. Further, the large aperture enables highly precise beamforming, creating narrower, more focused coverage areas. This precision minimizes interference, maximizes network capacity and provides a consistent high-quality user experience for Cellular Broadband services, including voice, data and video. In addition, when we introduce our own AST5000 ASIC chip in the Block 2 BB satellites, we expect to achieve materially greater throughput capacity of up to 40 MHz per beam to continue to support 120 Mbps peak data rates and up to 10,000 MHz of processing bandwidth per Block 2 BB satellite, require less power and offer a lower overall unit cost. We have commencedreached a steady production stage of ASIC chips and secured supply to support our production of Block 2 BB satellites using our ASIC chip.chips. In parallel to assembly, integration and testing of Block 2 BB satellites based on our ASIC chip, we expect to continue to assemble and launch Block 2 BB satellites based on FPGA chips.
On April 19, 2026, during the New Glenn 3 mission, our Block 2 BB7 satellite was placed into a lower than planned orbit by the upper stage of the launch vehicle. While the satellite separated from the launch vehicle and powered on, the altitude was too low to sustain operations with its on-board thruster technology and was de-orbited. In connection with the loss of the Block 2 BB7 satellite, we expect a replacement launch pursuant to the terms of the applicable contract with the launch provider. The total loss associated with this event is expected to be consistent with the carrying value of this initial satellite. We currently estimate the carrying value of the satellite to be in the range of $155.0 million to $160.0 million. Estimated carrying value is preliminary and subject to revision as we finalize our analysis. We will account for this event as an asset write-off in the second quarter of 2026. We maintained launch insurance coverage for this launch that covered a portion of the satellite and launch costs. We have filed claims with the insurance providers which, as of the date of this Quarterly Report, have not yet been completed. Insurance recovery will be recognized in the period in which realization is probable.
We have recognized revenue from completion of performance obligations in agreements with the U.S. government either directly or indirectly through prime contractors utilizing the initial BB satellites and expect to continue to recognize revenue as and when we complete the remaining performance obligations under the agreements. We have also generated revenue from the sale of gateway equipment, software and related services to MNOs and expect to continue to generate revenue as MNOs build out ground infrastructure for commercial readiness. We continue to plan to utilize the initial BB satellites to initiate a limited, noncontinuous SpaceMobile Service in targeted geographical markets, including in the United States. We believe initiation of limited, noncontinuous SpaceMobile Service, as well as completing the milestones under the agreements with the U.S. government and prime contractors for the U.S. government, will help to demonstrate the advantages of our satellite-based Cellular Broadband service in the market.
The SpaceMobile Service has not been launched and therefore has not yet generated any revenue. Our planned non-geostationary orbit constellation will provide services from LEO that rely on the use of RF spectrum. We have received FCC authorization to deploy our 248 satellite network including operating in the low-band IMT terrestrial frequencies domestically and internationally, as well as Q/V band feeder links in the V band. Additionally, we rely on contractual agreements with third parties to access some of the spectrum we will utilize to provide services.
We have entered into a space-based wireless connectivity agreement with AT&T to provide SpaceMobile Service to AT&T’s end users for use within the continental U.S. (excluding Alaska) and Hawaii. On December 18, 2025, we entered into a reseller agreement with our and Vodafone’s 50/50 jointly owned European satellite service business headquartered in Luxembourg (“SatCo”) to exclusively distribute SpaceMobile Service to MNOs in Europe, the UK and certain other markets. We also have an agreement with Vodafone to provide SpaceMobile Services to Vodafone’s end users outside of the markets covered by our agreement with SatCo. On October 8, 2025, we announced the signing of a definitive commercial agreement with Verizon to provide direct-to-cellular SpaceMobile Service when needed for Verizon customers within the continental U.S. (excluding Alaska) and Hawaii. On October 29, 2025, we entered into a ten-year commercial agreement with Saudi Telecom Company (“STC”) to enable direct-to-device satellite mobile connectivity across Saudi Arabia and key regional markets. We currently have partnerships with nearly 60 MNOs with over 3 billion subscribers globally. We are also expanding our efforts on ground infrastructure development for commercial readiness and integrating our SpaceMobile Service into the MNOs’ infrastructure to initiate commercial services.
We have entered into launch agreements with multiple launch service providers which will enable us to continue our planned launch campaign to launch over 60 Block 2 BB satellites. We have commenced our launch campaign with the launch of BB6 on December 23, 2025 and continuebased toon targetour current expectations regarding launch availability, we are targeting approximately 45 BB satellites by the end of 2026, at a cadence of one launch approximately every one to two months on average. We have continued to assemble and test the Block 2 BB satellites in accordanceearly with our plan to meet this launch campaign to enable Continuous SpaceMobile Service coverage across key markets such as the United States, Europe, Japan and other strategic markets as well as to facilitate U.S. government applications. Continuous SpaceMobile Service means with respect to a particular geographical market close to 100% reliable persistent service across the geographical areas within certain latitudes and a substantially high degree of reliable persistent service across the remaining geographical areas outside the said latitudes.2027. The timing of launch of the Block 2 BB satellites is contingent on a number of factors including satisfactory and timely completion of the assembly and testing of the Block 2 BB satellites, readiness of the launch vehicle, logistics and other factors, many of which are beyond our control.
We plan to achieve noncontinuous SpaceMobile Service in the selected, targeted geographical markets with the launch and operation of a total of 25 BB satellites (five Block 1 BB satellites and 20 Block 2 BB satellites). We believe we can enable Continuous SpaceMobile Service coverage across key markets such as the United States, Europe, Japan and other strategic markets with the launch and operation of a total of approximately 45 to 60 BB satellites, and achieve Continuous SpaceMobile Service in all targeted geographical markets to meet our long term business goals with the launch and operation of a total of approximately 90 BB satellites. Continuous SpaceMobile Service means, with respect to a particular geographical market, close to 100% reliable persistent service across the geographical areas within certain latitudes and a substantially high degree of reliable persistent service across the remaining geographical areas outside the said latitudes. We anticipate launching and deploying additional satellites beyond the initial 90 satellites in order to enhance coverage and system capacity in response to incremental market demand. Our current plan is subject to numerous uncertainties, many of which are beyond our control, including satisfactory and timely completion of assembly and testing of the satellites, regulatory approvals, readiness of launch vehicles, availability of launch windows by the launch providers, logistics, our ability to raise additional capital for manufacturing of satellites and launch payments beyond the currently funded constellation size, proposed orbits and resulting satellite coverage, launch costs, ability to enter into agreements with MNOs and other factors. We may adopt a strategy for commercial launch of the SpaceMobile Service, including the nature and type of services offered and the geographic markets where we may launch such services, that may differ materially from our current plan.
Our manufacturing, assembly, and testing strategy for Block 2 BB satellites includes continuous production and assembly of various components and subsystems for economies of scale, cost efficiencies, and unlocking capacity constraints, to build sufficient quantity of components and subsystems readily available on hand to be able to complete the final integration and testing of the required number of Block 2 BB satellites closer to the planned launch timelines. We have completed our planned investments to increase the capacity to assemble, integrate, and test up to six Block 2 BB satellites per month. As the planned capacity has been achieved, we continue to accelerate our manufacturing, assembly, integration and testing to reach the production run rate of up to six Block 2 BB satellites per month to meet our planned launches in 2026.2026 and 2027. As of the date of this Quarterly Report, we have completed fully assembled microns for up to 3336 BB satellites which include the BB satellites shipped or launched. BB8BB14 to BB33BB46 are in various stages of production and integration including certain satellites in final pre-shipment quality review.
We have recognized revenue from completion of performance obligations in agreements with the U.S. government either directly or indirectly through prime contractors utilizing the initial BB satellites and expect to continue to recognize revenue as and when we complete the remaining performance obligations under the agreements. We have also generated revenue from the sale of gateway equipment, software and related services to MNOs and expect to continue to generate revenue as MNOs build out ground infrastructure for commercial readiness.
The SpaceMobile Service has not been launched and therefore has not yet generated any revenue. We continue to plan to utilize the initial BB satellites to initiate a limited, noncontinuous SpaceMobile Service in targeted geographical markets, including in the United States. We believe initiation of limited, noncontinuous SpaceMobile Service, as well as completing the milestones under the agreements with the U.S. government and prime contractors for the U.S. government, will help to demonstrate the advantages of our satellite-based Cellular Broadband service in the market. We have deployed and released many fixed cells across multiple gateways over the continental U.S. to our MNO and Original Equipment Manufacturer partners as the reference cells for network integration. We have received approval to activate fixed cells from multiple MNOs and continue to test the spectrum quality and persistency of those fixed cells. In addition, we have validated satellite fixed cell handover, which demonstrated our ability to seamlessly handover cell service from one satellite to the other without impacting cell service. We expect to continue testing for the SpaceMobile Service automation including beta testing and mature our network prior to rollout of initial noncontinuous SpaceMobile Service in select markets including the United States, Europe, Japan and other strategic markets.
Our planned non-geostationary orbit constellation will provide services from LEO that rely on the use of radio frequency spectrum. We have received FCC authorization to deploy our 248 satellite network including operating in the low-band International Mobile Telecommunications terrestrial frequencies domestically and internationally, as well as Q/V band feeder links in the V band. Additionally, we rely on contractual agreements with third parties to access some of the spectrum we will utilize to provide services. We have entered into a space-based wireless connectivity agreement with AT&T to provide the SpaceMobile Service to AT&T’s end users for use within the continental U.S. (excluding Alaska) and Hawaii. On December 18, 2025, we entered into a reseller agreement with our and Vodafone’s 50/50 jointly owned European satellite service business headquartered in Luxembourg (“SatCo”) to exclusively distribute the SpaceMobile Service to MNOs in Europe, the UK and certain other markets. We also have an agreement with Vodafone to provide the SpaceMobile Service to Vodafone’s end users outside of the markets covered by our agreement with SatCo. On October 8, 2025, we announced the signing of a definitive commercial agreement with Verizon to provide direct-to-device SpaceMobile Service when needed for Verizon customers within the continental U.S. (excluding Alaska) and Hawaii. On October 29, 2025, we entered into a ten-year commercial agreement with Saudi Telecom Company (“STC”) to enable direct-to-device satellite mobile connectivity across Saudi Arabia and key regional markets. We currently have partnerships with over 60 MNOs with over 3 billion subscribers globally.
We plan to achieve noncontinuous SpaceMobile Service in the selected, targeted geographical markets with the launch and operation of a total of 25 BB satellites (five Block 1 BB satellites and 20 Block 2 BB satellites). We believe we can enable Continuous SpaceMobile Service coverage across key markets such as the United States, Europe, Japan and other strategic markets with the launch and operation of a total of approximately 45 to 60 BB satellites, and achieve Continuous SpaceMobile Service in all targeted geographical markets to meet our long term business goals with the launch and operation of a total of approximately 90 BB satellites. We anticipate launching and deploying additional satellites beyond the initial 90 satellites in order to enhance coverage and system capacity in response to incremental market demand. Continuous coverage is not expected to be available at all times in certain areas due to numerous factors, including number of active satellites in the region, latitude coverage range, and other factors. Our current plan is subject to numerous uncertainties, many of which are beyond our control, including satisfactory and timely completion of assembly and testing of the satellites, regulatory approvals, readiness of launch vehicles, availability of launch windows by the launch providers, logistics, our ability to raise additional capital for manufacturing of satellites and launch payments beyond the currently funded constellation size, proposed orbits and resulting satellite coverage, launch costs, ability to enter into agreements with MNOs and other factors. We may adopt a strategy for commercial launch of the SpaceMobile Service, including the nature and type of services offered and the geographic markets where we may launch such services, that may differ materially from our current plan.
While the tariffs imposed on certain supply chain products manufactured in several jurisdictions have not had a material impact to our operations, the U.S. government may in the future announce, reimpose or increase these tariffs or expand them to other jurisdictions which may have a material impact to our technology development efforts or results of our operations. Our operations in Israel constituteconstituted approximately 1% of our consolidated total assets and approximately 7%5% of our consolidated total operating expenses.expenses during the six months ended June 30, 2026. To date, our operations in Israel have not been materially impacted by the geopolitical conflict in the Middle East. We currently do not expect potential interruptions to our operations in Israel to have a material impact on the Company.
Our historical financial performance has been, and we expect our financial performance in the future to be, driven by our ability to execute on our strategy. We believe that our future results of operations could differ materially from the historical results of operations as we initiate the limited, noncontinuous SpaceMobile Service in certain targeted geographical markets,Service, complete the deployment of the planned constellation, complete the development and introduction of the next generation of satellites, secure additional contracts with the U.S. government or its prime contractors for non-commercial use of our BB satellites, enter into commercial arrangements with additional MNOs including contracts to sell gateway equipment, software and related services, and close our proposed transaction with Ligado and related financing, and recognize the asset write-off of the Block 2 BB7 satellite.financing.
ServiceServices revenues primarily consist of revenues from performance obligations completed under agreements with the U.S. government either directly or indirectly through prime contractors.
Engineering services costs are charged to expense as incurred. Engineering services costs primarily consist primarily of the cost of employees and consultants involved in designing and developing the BB satellites, managing the network and satellite operations centers, and indirectly supporting the assembly, integration and testing of the BB satellites, license cost, and general expenses related to AIT facilities and engineering development centers.
Research and development (“R&D”) costs are charged to expense as incurred. R&D costs primarily consist principally of development activities in which we typically engage third-party vendors for the design and development of electronic componentry, software, and mechanical deployment systems, and are largely driven by the achievement of milestones that trigger payments and costs of materials and supplies consumed in the development activities. R&D costs are expected to fluctuate quarter over quarter depending on new initiatives and achievement of milestones.
Loss on Involuntary Conversion
Loss on Involuntary Conversion consists of the loss recognized for the asset write-off of the BB7 satellite, net of related insurance recoveries.
Other income (expense), net primarily consists of non-operating expense and income, including induced conversion expense related to the repurchase of a portion of the 2032 4.25% Convertible Notes and the 2032 2.375% Convertible NotesNotes, losses on disposal of property and equipment, and foreign exchange gains or losses.
Noncontrolling interest primarily represents the equity interest in AST LLC held by members other than us. We attribute a portion of net income or loss generated at AST LLC to the noncontrolling interest based on their ownership interests. As of MarchJune 31,30, 2026 and December 31, 2025, the noncontrolling interest in AST LLC was approximately 23.1%23.0% and 23.9%, respectively. The decrease in noncontrolling interest percentage during the threesix months ended MarchJune 31,30, 2026 was a result of the issuance of Class A Common Stock in connection with the repurchase of a portion of the 2032 4.25% Convertible Notes and 2032 2.375% Convertible Notes, payment for a portion of the L-band Annual Payment and the Crown Castle Annual Payment in shares, issuance of Class A Common Stock under the October 2025 Sales Agreement, exercises of the Private Placement Warrants and Penny Warrants, redemptions of AST LLC Common Units in exchange for Class A Common Stock, exercises of options and vesting of restricted stock units.units and restricted stock.
Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025
We report our results of operations under one operating segment. The following table sets forth a summary of our unaudited condensed consolidated statements of operations for the three months ended MarchJune 31,30, 2026 and 2025 (in thousands), and the discussion that follows compares the three months ended MarchJune 31,30, 2026 to the three months ended MarchJune 31,30, 2025.
Products revenues of $13.4$24.4 million and $0.4less than $0.1 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, were primarily attributable to sales of gateway equipment and software to MNOs.
Services revenues of $1.3$7.1 million and $0.3$1.1 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, were primarily attributable to the completion of performance obligations under agreements with the U.S. government either directly as a prime contractor or indirectly through prime contractors.
Cost of product revenues of $11.1$22.4 million for the three months ended MarchJune 31,30, 2026 was primarily attributable to cost of gateway equipment and software. We did not separately present costCost of revenues for gateway equipment sold were not presented separately for three months ended MarchJune 31,30, 2025.
Cost of service revenues of $0.6$1.2 million for the three months ended MarchJune 31,30, 2026 was primarily attributable to labor costs and sales commissions in provision of services. We did not separately present costCost of service revenues were not presented separately for three months ended MarchJune 31,30, 2025.
Total engineering services costs increased by $56.9$58.7 million to $84.1$87.3 million for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. The increase was attributable to a $43.4$34.7 million increase in payroll and employee related costs driven by an increase in headcount and higher stock-based compensation expenses, a $6.8$12.2 million increase in consultantsconsulting and professional fees, a $5.5$8.4 million increase in third-party engineering activities, equipment, and other overhead, including facilities costs, and a $1.2$3.4 million increase in travel expenses and other costs.
Total general and administrative costs increased by $25.3$36.7 million to $43.7$63.9 million for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. The increase was attributable to a $17.2$30.6 million increase in payroll and employee related costs driven by an increase in headcount and higher stock-based compensation expenses, a $3.5 million increase in legal costs largely driven by our Spectrum Usage Rights Transaction and regulatory initiatives, a $1.3$2.1 million increase in consulting and other professional services,fees, a $1.2 million increase in office and facilities expenses, and a $2.1$2.8 million increase in travel expenses and other expenses.costs.
Total R&D costs increased by less$1.4 thanmillion, $0.1or million22%, to $7.1$7.8 million for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. The increase in R&D costs was primarily attributable to the development and design of theour Block 2 BB satellites beyond BB7.satellites.
Total depreciation and amortization expense increased by $6.7$8.9 million, or 61%,76%, to $17.6$20.7 million for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. The increase was primarily attributable to higher depreciation expense associated with lab, assembly, and integration equipment.
Loss on Involuntary Conversion
Loss on involuntary conversion of $125.9 million for the three months ended June 30, 2026 consisted of the loss recognized for the asset write-off of the BB7 satellite, net of related insurance recoveries.
TheThere fairwas valueno adjustment for Private Placement Warrants outstanding at March 31, 2026 resulted in a lossremeasurement of $1.2warrant millionliabilities for the three months ended MarchJune 31,30, 2026 as compared to a loss of $3.2$65.0 million for the three months ended MarchJune 31,30, 2025. The losses in the current period andloss in the prior year period werewas largely driven by increases in our share price which increased the fair value of warrant liabilities.
Interest expense increased by $19.5$20.4 million to $24.3$26.1 million for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. The increase was largely due to anthe net increase in interest expense recognized on new borrowings following MarchJune 31,30, 2025 that included the issuance of the 2032 2.375% Convertible Notes, the 2036 2.00% Convertible Notes, the 2036 2.25% Convertible Notes, the UBS Bridge Financing Loan, and an increase in the Trinity Capital Equipment Loan, partially offset by decreases in interest expense recognized on the 20342032 4.25% Convertible Notes, of which we$456.5 convertedmillion intowas sharesrepurchased, ofand ourthe ClassProsperity ACapital CommonEquipment StockLoan and Prosperity Term Loan, which were fully repaid on JanuaryMarch 22,11, 2025.2026.
Interest income increased by $18.8$19.7 million to $27.0$27.7 million for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. The increase was driven by a higher cash and cash equivalents balance held primarily in interest bearing short-term money market funds.
Other expense, net was $100.5$2.9 million for the three months ended MarchJune 31,30, 2026, as compared to $0.8$0.3 million other income, net for the three months ended MarchJune 31,30, 2025. The approximately $99.7$3.2 million increase in other expense, net was primarily due to an approximately $89.8 million induced conversion expense related to repurchases of a portion of our 2032 4.25% Convertible Notes and 2032 2.375% Convertible Notes, a $4.9 million increase in loss from our equity method investment, a $2.5 million increase in finance charges and other borrowing related fees,fees and a $2.5$1.6 million increase in loss from our equity method investment, partially offset by a $0.9 million decrease in other charges.
The provision for income taxes was $1.2$1.1 million and $0.2$0.7 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The consolidated effective tax rate for the three months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025 was (0.47%0.37%) and (0.260.54%)%,, respectively. Refer to Note 11 Income Taxes in the accompanying notes to the unaudited condensed consolidated financial statements for further information.
Net loss attributable to noncontrolling interest was $58.6$69.0 million for the three months ended MarchJune 31,30, 2026 as compared to $17.9$36.5 million in the three months ended MarchJune 31,30, 2025. This increase in net loss attributable to noncontrolling interest was due to an increase in net loss generated at AST LLC, partially offset by a decrease in noncontrolling interest’s ownership percentage in AST LLC.
Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
The following table sets forth a summary of our unaudited condensed consolidated statements of operations for the six months ended June 30, 2026 and 2025 (in thousands), and the discussion that follows compares the six months ended June 30, 2026 to the six months ended June 30, 2025.
* Percentage greater than or equal to 100 or not meaningful
Products Revenues
Products revenues of $37.8 million and $0.4 million for the six months ended June 30, 2026 and 2025, respectively, were primarily attributable to sales of gateway equipment and software to MNOs.
Services Revenues
Services revenues of $8.4 million and $1.4 million for the six months ended June 30, 2026 and 2025, respectively, were primarily attributable to the completion of performance obligations under agreements with the U.S. government either directly as a prime contractor or indirectly through prime contractors.
Cost of Revenues - Products
Cost of product revenues of $33.5 million for the six months ended June 30, 2026 was primarily attributable to cost of gateway equipment and software. Cost of revenues for gateway equipment sold were not presented separately for the six months ended June 30, 2025.
Cost of Revenues - Services
Cost of service revenues of $1.8 million for the six months ended June 30, 2026 was primarily attributable to labor costs and sales commissions in provision of services. Cost of service revenues were not presented separately for the six months ended June 30, 2025.
Engineering Services Costs
Total engineering services costs increased by $115.6 million to $171.4 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase was attributable to a $78.1 million increase in payroll and employee related costs driven by an increase in headcount and higher stock-based compensation expenses, a $19.0 million increase in consulting and professional fees, and a $13.9 million increase in third-party engineering activities, equipment, and other overhead, including facilities costs, resulting from the expansion of our global facilities footprint, and a $4.6 million increase in travel expenses and other costs.
ASTS insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 10,822 shares, about $619.2K) and open-market sales in 8 filings (6 insiders, 8 trade dates, 3,223,713 shares, about $287.0M; 2 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -3,212,891 (purchases minus sales); net value about -$286.4M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-28 | Thorsen Wayne |
Grant/award | 200,000 | — | — |
| 2026-09-16 | Yao Huiwen |
Open-market sale |
40,000 | $58.93 | $2.4M |
| 2026-09-16 | Gupta Shanti B. |
Open-market sale | 12,000 | $58.89 | $706.7K |
| 2026-08-31 | Cisneros Adriana |
Open-market purchase | 670 | $58.87 | $39.4K |
| 2026-08-31 | Cisneros Adriana |
Open-market purchase | 8,768 | $57.00 | $499.8K |
| 2026-08-31 | Cisneros Adriana |
Open-market purchase | 1,384 | $57.79 | $80.0K |
| 2026-08-19 | Yao Huiwen |
Option exercise | 40,000 | $0.06 | $2.4K |
| 2026-08-17 | Turco Christopher Edward |
Grant/award | 200,000 | — | — |
| 2026-08-17 | Avellan Abel Antonio |
Grant/award | 150,000 | — | — |
| 2026-08-17 | Bernal Maya |
Grant/award | 20,000 | — | — |
| 2026-08-17 | Johnson Andrew Martin |
Grant/award | 75,000 | — | — |
| 2026-08-17 | Gupta Shanti B. |
Grant/award | 75,000 | — | — |
| 2026-08-17 | Wisniewski Scott |
Grant/award | 75,000 | — | — |
| 2026-08-17 | Turco Christopher Edward |
Grant/award | 200,000 | — | — |
| 2026-08-15 | Johnson Andrew Martin |
Shares withheld for tax | 12,297 | $70.98 | $872.8K |
| 2026-08-15 | Johnson Andrew Martin |
Shares withheld for tax | 9,838 | $70.98 | $698.3K |
| 2026-08-15 | Gupta Shanti B. |
Shares withheld for tax | 12,767 | $70.98 | $906.2K |
| 2026-08-15 | Bernal Maya |
Shares withheld for tax | 2,919 | $70.98 | $207.2K |
| 2026-08-15 | Wisniewski Scott |
Shares withheld for tax | 9,838 | $70.98 | $698.3K |
| 2026-08-15 | Wisniewski Scott |
Shares withheld for tax | 12,297 | $70.98 | $872.8K |
| 2026-06-12 | Sarnoff Richard |
Grant/award | 2,124 | — | — |
| 2026-06-12 | Torres Julio A. |
Grant/award | 2,124 | — | — |
| 2026-06-12 | Wibergh Johan |
Grant/award | 2,124 | — | — |
| 2026-06-12 | Cisneros Adriana |
Grant/award | 2,124 | — | — |
| 2026-06-12 | Rubin Ronald L |
Grant/award | 2,124 | — | — |
| 2026-06-11 | Johnson Andrew Martin |
Open-market sale | 45,809 | $93.81 | $4.3M |
| 2026-06-06 | Wibergh Johan |
Shares withheld for tax | 208 | $93.60 | $19.5K |
| 2026-06-05 | Yao Huiwen |
Open-market sale |
40,000 | $96.37 | $3.9M |
| 2026-05-30 | Wisniewski Scott |
Shares withheld for tax | 16,395 | $113.41 | $1.9M |
| 2026-05-30 | Avellan Abel Antonio |
Shares withheld for tax | 32,754 | $113.41 | $3.7M |
| 2026-05-30 | Bernal Maya |
Shares withheld for tax | 2,621 | $113.41 | $297.2K |
| 2026-05-30 | Wisniewski Scott |
Shares withheld for tax | 16,377 | $113.41 | $1.9M |
| 2026-05-30 | Gupta Shanti B. |
Shares withheld for tax | 21,275 | $113.41 | $2.4M |
| 2026-05-30 | Johnson Andrew Martin |
Shares withheld for tax | 16,377 | $113.41 | $1.9M |
| 2026-05-22 | Yao Huiwen |
Grant/award | 30,000 | — | — |
| 2026-05-20 | Johnson Andrew Martin |
Open-market sale | 5,000 | $90.25 | $451.2K |
| 2026-05-19 | Yao Huiwen |
Option exercise | 40,000 | $0.06 | $2.4K |
| 2026-05-18 | Gupta Shanti B. |
Grant/award | 66,667 | — | — |
| 2026-05-18 | Gupta Shanti B. |
Shares withheld for tax | 11,350 | $86.83 | $985.5K |
| 2026-05-13 | Torres Julio A. |
Open-market sale | 15,000 | $76.34 | $1.1M |
| 2026-05-06 | Johnson Andrew Martin |
Shares withheld for tax | 29,513 | $70.68 | $2.1M |
| 2026-04-15 | Rakuten Group, Inc. |
Open-market sale | 1,350,000 | $86.22 | $116.4M |
| 2026-04-14 | Rakuten Group, Inc. |
Open-market sale | 1,690,000 | $91.42 | $154.5M |
| 2025-05-27 | Wisniewski Scott |
Open-market sale | 25,904 | $126.64 | $3.3M |
Well-known investors holding ASTS (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| D. E. Shaw & Co. | 2026-06-30 | 978,899 | $87.0M | 0.05% | Reduced 72% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 782,446 | $69.5M | 0.16% | No change |
| Renaissance Technologies | 2026-06-30 | 192,600 | $17.1M | 0.02% | New position |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 39,000 | $3.2M | — | Sold out |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 35,486 | $3.0M | 0.0% | Reduced 62% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 33,109 | $2.9M | 0.0% | Reduced 95% |
| Millennium Management (Israel Englander) | 2026-06-30 | 22,106 | $2.0M | 0.0% | Added 51% |
| Two Sigma Investments | 2026-06-30 | 23,133 | $1.9M | — | Sold out |