Material Event (Form 8-K)

Item 8.01 Other Events.

On February 20 and February 23, 2026, AST SpaceMobile, Inc. (the "Company") completed the repurchase of approximately $46.5 million principal amount of its outstanding 4.25% convertible senior notes due 2032 (the "4.25% Convertible Notes") and $250.0 million principal amount of its outstanding 2.375% convertible senior notes due 2032 (the "2.375% Convertible Notes" and together with the 4.25% Convertible Notes, the "Existing Notes"), respectively, in separate, privately negotiated repurchase transactions with a limited number of holders of the Existing Notes (the "Holders") for an aggregate repurchase price in cash of approximately $180.5 million for the 4.25% Convertible Notes and approximately $433.7 million for the 2.375% Convertible Notes (collectively, the "Repurchases"), which includes accrued and unpaid interest on the repurchased 2.375% Convertible Notes but is net of accrued and unpaid interest from, and including, the settlement date of the relevant Repurchases to, but excluding, March 1, 2026 on the repurchased 4.25% Convertible Notes.

The Repurchases were funded, together with cash on hand, with the net proceeds from the Company's previously announced concurrent registered direct offerings of (i) 1,862,741 shares of its Class A common stock (the "Class A Common Stock") and (ii) 4,475,223 shares of Class A Common Stock (collectively, the "Shares"), in each case, at a price of $96.92 per share, which closed, respectively, on February 20 and February 23, 2026 (collectively, the "Equity Offerings"). In connection with the Equity Offerings, the Company entered into separate, privately negotiated share purchase agreements with the Holders.

The Equity Offerings were made pursuant to preliminary prospectus supplements, each dated February 11, 2026, and filed with the Securities and Exchange Commission (the "SEC") on February 11, 2026, pricing term sheets, each dated February 11, 2026, and filed with the SEC as free writing prospectuses on February 12, 2026, final prospectus supplements, each dated February 11, 2026, and filed with the SEC on February 13, 2026, and the base prospectus, dated September 5, 2024, filed as part of the Company's automatic shelf registration statement (File No. 333-281939) that became effective under the Securities Act of 1933, as amended (the "Securities Act"), when filed with the SEC on September 5, 2024.