424B5

AST SpaceMobile raised approximately $161 million through a registered direct offering of 2.05 million shares at $78.61 per share, which it plans to use alongside cash on hand to repurchase $50 million principal amount of its 4.25% Convertible Notes. Concurrently, the company is offering $1 billion in 2.00% convertible senior notes due 2036 (increased from $850 million) with an additional $150 million option for underwriters, intending to deploy proceeds toward satellite constellation development and SpaceMobile Service expansion. As of September 30, 2025, AST SpaceMobile held approximately $1.22 billion in cash and equivalents against $724.4 million in total consolidated debt, while simultaneously signing a definitive commercial agreement with Verizon to provide direct-to-cellular satellite service across the continental United States beginning in 2026.