PRE 14A

AST SpaceMobile is seeking stockholder approval to amend its 2024 Incentive Award Plan to add 10 million shares of Class A Common Stock for equity awards and extend the plan's expiration date to October 2035. As of the record date, the company had only 527,006 shares remaining available under the current plan, with 3.4 million RSUs and 67,000 stock options outstanding, making the additional share authorization necessary to continue attracting and retaining talent through equity compensation. The company's executive compensation program emphasizes alignment with stockholder interests through base salary, annual bonuses, and long-term equity incentives, with named executives receiving significant RSU grants in 2024 and performance-based awards tied to satellite production and capital-raising metrics.