AST SpaceMobile Announces Closing of Private Offering of $575.0 Million of Convertible Senior Notes Due 2032

Strengthens balance sheet with over $1.5 billion in pro forma cash as of 6/30/25, including sales under the now terminated ATM facility

Structured efficiently with seven-year maturity and $120.12 effective conversion price

AST SpaceMobile, Inc. ("AST SpaceMobile") (NASDAQ:ASTS), the company building the first and only space-based cellular broadband network accessible directly by everyday smartphones, and designed for both commercial and government applications, today announced the closing of $575.0 million aggregate principal amount of convertible senior notes due 2032 (the "notes") including the exercise in full of the option granted to the initial purchasers to purchase up to $75.0 million aggregate principal amount of notes.

"This successful financing meaningfully strengthens our company resources above $1.5 billion in cash, positioning us to scale quickly with the deployment of the world's first and only space-based cellular broadband network," said Abel Avellan, Founder, Chairman, and CEO of AST SpaceMobile. Scott Wisniewski, AST SpaceMobile President, added: "The notes pair a seven year maturity with an effective conversion price of $120.12 per share, balancing near-term funding needs with long-term shareholder value creation."

As part of the transaction, AST SpaceMobile purchased a capped call hedge to increase the effective conversion premium to 100% of the last reported sale price of AST SpaceMobile's Class A common stock on July 24, 2025. As a result of the related capped call transactions, dilution or cash obligations upon a conversion of the notes should be mitigated by the increase in the effective conversion price of the notes to $120.12 per share of AST SpaceMobile's Class A common stock. The effective dilution to existing shareholders would be less than 1.5% at the effective conversion price. AST SpaceMobile has the optionality to settle any conversions in cash, shares of its Class A common stock, or a combination of cash and shares to further influence potential dilution or cash obligations upon any future conversion of the notes.

AST SpaceMobile also previously announced the pricing of a separate registered direct offering of approximately 5.8 million shares of its Class A common stock (the "Registered Direct Offering"). AST SpaceMobile intends to use the net proceeds of the Registered Direct Offering, together with cash on hand of approximately $0.9 million, to repurchase $135.0 million principal amount of its outstanding 4.25% convertible senior notes due 2032 (the "Repurchase"), removing approximately $37.8 million of remaining interest on such repurchased notes. Both the closing of the Registered Direct Offering and the Repurchase are expected to take place on or about July 31, 2025. The transactions are cross-conditional. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any shares of AST SpaceMobile's Class A common stock. This press release does not constitute an offer to buy, or a solicitation of any offer to sell, any 4.25% convertible senior notes due 2032.

About AST SpaceMobile

AST SpaceMobile is building the first and only global cellular broadband network in space to operate directly with standard, unmodified mobile devices based on our extensive IP and patent portfolio. Our engineers and space scientists are on a mission to eliminate the connectivity gaps faced by today's approximately five billion mobile subscribers and finally bring broadband to the billions who remain unconnected. For more information, follow AST SpaceMobile on YouTube, X (Formerly Twitter), LinkedIn and Facebook. Watch this video for an overview of the SpaceMobile mission.

Forward-Looking Statements

This communication contains "forward-looking statements" that are not historical facts, including statements regarding AST SpaceMobile's plans for growth, the potential dilution or cash obligations relating to the conversion of the notes, the use of the net proceeds from the sale of the notes, the future settlement of the conversion of the notes, the potential dilution and interest savings from the Registered Direct Offering and the Repurchase, and whether the Registered Direct Offering and the Repurchase will be consummated in the anticipated amounts, or at all. These forward-looking statements can be identified by the use of forward-looking terminology, including the words "believes," "estimates," "anticipates," "expects," "intends," "plans," "may," "will," "would," "potential," "projects," "predicts," "continue," or "should," or, in each case, their negative or other variations or comparable terminology. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.

AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors in AST SpaceMobile's Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025, its Form 10-Q for the fiscal quarter ended March 31, 2025 filed with the SEC on May 12, 2025, and the future reports that it may file from time to time with the SEC. AST SpaceMobile's securities filings can be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

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Investors:

Scott Wisniewski

[email protected]



Media:

Allison

Eva Murphy Ryan

917-547-7289

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