AST SpaceMobile, Inc.

Previous wording

the negotiation of definitive agreements with Mobile Netwrok Operators (“MNOs”) and governmental entities relating to the SpaceMobile Service that would supersede preliminary agreements and memoranda of understanding;

Current wording

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;

Previous wording

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 Facility; and

Current wording

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 Facility;

Previous wording

changes in U.S. trade policy, including changes to existing trade agreements and any resulting changes in international trade relations.

Current wording

changes in U.S. trade policy, including changes to existing trade agreements and any resulting changes in international trade relations; and

Previous wording

Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to Part I, Item 1A. Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2024 and in Part II, Item 1A. Risk Factors included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. The Company’s filings with the SEC can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Current wording

Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to Part I, Item 1A. Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2024 and in Part II, Item 1A. Risk Factors included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and in this Quarterly Report. The Company’s filings with the SEC can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Previous wording

On March 22, 2025, we and certain of our subsidiaries entered into certain definitive agreements with Ligado Networks LLC (“Ligado LLC”) and its subsidiaries (together with Ligado LLC, “Ligado”) for usage rights for mid-band spectrum, which were approved by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) on June 23, 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. On August 5, 2025, we entered into an agreement to acquire an entity that holds certain S-Band International Telecommunication Union (“ITU”) priority rights to Mobile Satellite Services (“MSS”) frequencies in the range of 1980-2010 MHz and 2170-2200 MHz, for use in LEO. Upon closing, we expect our network will be further enhanced by up to 60 MHz of mid-band satellite spectrum globally. This transaction is expected to close in the second half of 2025, subject to completion of customary closing conditions.

Current wording

On March 22, 2025, we and certain of our subsidiaries entered into certain definitive agreements with Ligado Networks LLC (“Ligado LLC”) and its subsidiaries (together with Ligado LLC, “Ligado”) for usage rights for mid-band spectrum, which were approved by the United States Bankruptcy Court for the District of Delaware (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 International Telecommunication Union 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.

Previous wording

As of June 30, 2025, our IP portfolio consists of approximately 3,700 patent and patent pending claims worldwide, of which approximately 1,700 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 over 200,000 square feet satellite assembly, integrating and testing (“AIT”) facilities.

Current wording

As of September 30, 2025, our IP portfolio consists of approximately 3,800 patent and patent pending claims worldwide, of which approximately 1,800 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 over 200,000 square feet satellite assembly, integrating and testing (“AIT”) facilities.

Previous wording

We also intend to leverage our patented technology, including large phased array and high power capability of our BlueBird (“BB”) satellites, for a variety of 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, including a new contract award entered in February 2025 with the United States Space Development Agency (“SDA”) through a prime contractor with total expected revenue of $43.0 million to provide certain testing services utilizing the five Block 1 BB satellites (defined below) and one next generation Block 2 BB satellite and a new contract award entered in April 2025 with the Defense Innovation Unit (“DIU”) through a prime contractor with total expected revenue of up to approximately $20.0 million for SpaceMobile capabilities with multiple U.S. government agencies in support of government communications over land, sea, and air. We intend to seek to enter into other similar agreements with the U.S. government, either directly or through prime contractors, to develop and test certain non-communication applications and, once qualified, provide certain non-communication and communication services through our satellites.

Current wording

We also intend to leverage our patented technology, including the large phased array and high power capability of our BlueBird (“BB”) satellites, for a variety of 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, including a new contract award entered in February 2025 with the United States Space Development Agency (“SDA”) through a prime contractor with total expected revenue of $43.0 million to provide certain testing services utilizing the five first generation commercial BB satellites (“Block 1 BB satellites”) and one next generation Block 2 BB satellite and a new contract award entered in April 2025 with the Defense Innovation Unit (“DIU”) through a prime contractor with total expected revenue of up to approximately $20.0 million for SpaceMobile capabilities with multiple U.S. government agencies in support of government communications over land, sea, and air. We intend to seek to enter into other similar agreements with the U.S. government, either directly or through prime contractors, to develop and test certain non-communication applications and, once qualified, provide certain non-communication and communication services through our satellites.

Previous wording

We launched our Blue Walker 3 (“BW3”) test satellite on September 10, 2022, and announced the completion of the deployment of the communication 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 megabits per second (“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.

Current wording

We launched our Blue Walker 3 (“BW3”) test satellite on September 10, 2022, and announced the completion of the deployment of the communication 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 megabits per second (“Mbps”) to standard unmodified smartphones and spectral efficiency of approximately 3 bits per second per hertz.

Previous wording

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 communication 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 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 Voice over LTE call and short message service over satellite using AT&T’s spectrum and core network with a standard unmodified cell phone. 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 and Japan.

Current wording

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 communication 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 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 Voice over LTE (“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 routing testing. 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.

Previous wording

We received an initial license from the Federal Communications Commission (“FCC”) to launch and operate the Block 1 BB satellites using S- and UHF-band frequencies to support orbit raising maneuvers and Telemetry, Tracking, and Command operations, and to employ the V-band for routine gateway feeder link operations. In the United States, we obtained special temporary authorities (“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 and received FCC authorization to test our space-based Cellular Broadband network on Band 14—the dedicated spectrum for first responders and the public safety community on FirstNet, built with AT&T. We have also obtained STAs in Turkey and the United Kingdom with Vodafone, in Canada with Bell Canada, and in Japan with Rakuten Mobile Inc. In July 2025, we received an experimental authorization from the FCC to launch and operate our first Block 2 BB satellite (“FM 1”) using S- and UHF-band frequencies to support orbit raising maneuvers and Telemetry, Tracking, and Command operations. Further, we have filed our Part 25 modification application for authority to launch and operate our full 248 LEO satellite network and authority to operate in the 700/800 MHz bands for supplemental coverage from space (“SCS”). We also have filed an amendment to our Part 25 modification application to add SCS use of 700 MHz spectrum licensed to FirstNet. The FCC has accepted and placed on public notice the part of our application to enable us to begin launching our satellite network. We expect the FCC to accept and place on public notice the rest of our application in the near future. Before we begin providing full commercial SpaceMobile Service, we will need a grant of our pending Part 25 license and we will need to obtain additional approvals from other regulatory authorities outside the United States. AST SpaceMobile has also filed with the FCC requests for new gateway STAs for several locations to communicate in the Q/V band with our full 248-satellite constellation, including FM 1 and the Block 2 BB satellites.

Current wording

We received an initial license from the Federal Communications Commission (“FCC”) to launch and operate the Block 1 BB satellites using V-, S- and UHF-band frequencies to support orbit raising maneuvers and Telemetry, Tracking, and Command (“TT&C”) operations, and to employ the V-band for routine gateway feeder link operations. We obtained special temporary authorities (“STAs”) from the FCC to test our space-based cellular broadband network in the United States, employing low-band spectrum in the 700/800 MHz bands from AT&T and Verizon as well as FirstNet Band 14 spectrum dedicated for first responders and the public safety community. We have also obtained and currently hold STAs for service-link testing in the United Kingdom with Vodafone, in Canada with Bell Canada, and in Japan with Rakuten Mobile, Inc. In July 2025, we received an experimental authorization from the FCC to launch and operate our first Block 2 BB satellite (“FM 1” or “BlueBird 6”) using V-, S- and UHF-band frequencies to support orbit raising maneuvers, TT&C and gateway feeder link operations.

Previous wording

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.

Current wording

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. 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 starting in 2026. 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 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.

Previous wording

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. Beginning in the fourth quarter of 2024, we began to generate 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.

Current wording

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. Beginning in the fourth quarter of 2024, we began to generate revenue from the resale of gateway equipment, software 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.

Previous wording

Our next generation of commercial BB satellites, Block 2 BB satellites, featuring up to approximately 2,400 square feet communication array, the largest communication array to be ever deployed in a LEO for commercial use and more than three times bigger than the communication array of the Block 1 BB satellites in orbit today, are 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. In addition, when we introduce our own AST5000 Application Specific Integrated Circuit (“ASIC”) chip in the Block 2 BB satellites, we expect to achieve materially greater throughput capacity of up to 40 MHz per beam 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 key production milestones and are in the assembly stage of the first batch of the ASIC chip. We have also completed development of the electronic board with our new ASIC chip. 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 chip.

Current wording

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. In addition, when we introduce our own AST5000 Application Specific Integrated Circuit (“ASIC”) chip in the Block 2 BB satellites, we expect to achieve materially greater throughput capacity of up to 40 MHz per beam 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 key production milestones and have provided flight candidate ASIC units for assembly into the electronic 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 chip.

Previous wording

We have entered into launch agreements with multiple launch service providers which will allow us to accelerate a planned launch campaign during 2025 and 2026 to launch over 60 Block 2 BB satellites. We have commenced assembling and testing the Block 2 BB satellites in accordance with our plan to meet this launch campaign to enable Continuous SpaceMobile Service, which 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, 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 expect to be ready to ship FM 1, our seventh satellite to be launched into orbit, in August 2025. We are engaged with the launch provider to mutually determine the launch date of FM 1. Our launch campaign of over 60 Block 2 BB satellites in 2025 through 2026 is planned at a cadence of one launch approximately every one to two months on average. The timing of shipment and launch of the Block 2 BB satellites are contingent on a number of factors including satisfactory and timely completion of the assembly and testing of the Block 2 BB satellites, regulatory approvals for the shipment and launch, availability of capital, readiness of the launch vehicle, logistics and other factors, many of which are beyond our control.

Current wording

We have entered into launch agreements with multiple launch service providers which will allow us to accelerate a planned launch campaign during 2025 and 2026 to launch over 60 Block 2 BB satellites. 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. 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. On October 12, 2025, we shipped BlueBird 6, our sixth BB to be launched into orbit. We are engaged with the launch provider to mutually determine the launch date of BlueBird 6. Our launch campaign of over 60 Block 2 BB satellites in 2025 through 2026 is planned at a cadence of one launch approximately every one to two months on average. The timing of shipment and launch of the Block 2 BB satellites are contingent on a number of factors including satisfactory and timely completion of the assembly and testing of the Block 2 BB satellites, regulatory approvals for the shipment and launch, availability of capital, readiness of the launch vehicle, logistics and other factors, many of which are beyond our control.

Previous wording

Our manufacturing, assembly, and testing strategy for Block 2 BB satellites includes continuous production and assembly of various components and sub systems for economies of scale, cost efficiencies, and unlocking capacity constraints, to build sufficient quantity of components and sub systems 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. As of the date of this Quarterly Report, we have completed the microns for eight Block 2 BB satellites and completed acceptance and testing of substantially all components and sub systems for the integration and assembly of multiple Block 2 BB satellites. We will continue with manufacturing, assembly, integration and testing of the Block 2 BB satellites at our current capacity and once we complete our planned investments to increase the capacity to assemble, integrate, and test up to six Block 2 BB satellites per month in 2025, we plan to accelerate the manufacturing, assembly, integration and testing of the Block 2 BB satellites to meet our planned launches in 2025 and 2026.

Current wording

Our manufacturing, assembly, and testing strategy for Block 2 BB satellites includes continuous production and assembly of various components and sub systems for economies of scale, cost efficiencies, and unlocking capacity constraints, to build sufficient quantity of components and sub systems 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. As of the date of this Quarterly Report, we have completed the microns for over 10 Block 2 BB satellites and completed acceptance and testing of substantially all components and sub systems for the integration and assembly of multiple Block 2 BB satellites. We will continue with manufacturing, assembly, integration and testing of the Block 2 BB satellites at our current capacity and once we complete our planned investments to increase the capacity to assemble, integrate, and test up to six Block 2 BB satellites per month in 2025, we plan to accelerate the manufacturing, assembly, integration and testing of the Block 2 BB satellites to meet our planned launches in 2025 and 2026.

Previous wording

We are an early stage company and, as such, we are subject to all of the risks associated with early stage companies. Please refer to Risk Factors contained in Part I, “Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2024 and in Part II, “Item 1A. Risk Factors” included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

Current wording

We are an early stage company and, as such, we are subject to all of the risks associated with early stage companies. Please refer to Risk Factors contained in Part I, “Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2024 and in Part II, “Item 1A. Risk Factors” included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and in this Quarterly Report.

Previous wording

On June 13, 2025, we announced a Term Sheet (defined below) among various parties including us, Ligado, Viasat, Inc. and Inmarsat Global Limited (“Inmarsat”). The Term Sheet provides that, among other things, as part of Ligado’s ongoing restructuring, Inmarsat will support us receiving long-term spectrum usage rights for 80 years or more with respect to up to 40 MHz of L-Band MSS spectrum in the United States and Canada held by Ligado, plus access to up to an additional 5 MHz in the 1670-1675 MHz Band in the United States. In addition, under the Term Sheet, Inmarsat has agreed to provide affirmative support for our planned regulatory applications with the FCC in the United States and Innovation, Science and Economic Development (“ISED”) in Canada seeking authority to operate a Non-Geostationary Orbit (“NGSO”) system within the L-Band mid-band spectrum in North America.

Current wording

On June 13, 2025, we announced a Term Sheet (defined below) among various parties including us, Ligado, Viasat, Inc. and Inmarsat Global Limited (“Inmarsat”). The Term Sheet provides that, among other things, as part of Ligado’s ongoing restructuring, Inmarsat will support us receiving long-term spectrum usage rights for 80 years or more with respect to up to 40 MHz of L-Band Mobile Satellite Service (“MSS”) spectrum in the United States and Canada held by Ligado, plus access to up to an additional 5 MHz in the 1670-1675 MHz Band in the United States. In addition, under the Term Sheet, Inmarsat has agreed to provide affirmative support for our planned regulatory applications with the FCC in the United States and Innovation, Science and Economic Development (“ISED”) in Canada seeking authority to operate a Non-Geostationary Orbit (“NGSO”) system within the L-Band mid-band spectrum in North America.

Previous wording

The Term Sheet supplements the definitive documents previously entered into between us and Ligado. Closing of the Ligado Transaction will be subject to receipt of satisfactory regulatory approvals required for the proposed use of the spectrum, as well as other closing conditions. The Term Sheet also provides that, of the $550.0 million consideration to be paid by us to Ligado, $535.0 million will be paid to Ligado for the benefit of Inmarsat so long as Ligado’s Chapter 11 plan is confirmed and the financial sponsors of Ligado provide a backstop commitment to Ligado that is acceptable to us, 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.

Current wording

The Term Sheet supplements the definitive documents previously entered into between us and Ligado. Closing of the Ligado Transaction will be subject to receipt of satisfactory regulatory approvals required for the proposed use of the spectrum, as well as other closing conditions. The Term Sheet also provides that once Ligado’s Chapter 11 plan is confirmed and as long as the financial sponsors of Ligado provide a backstop commitment to Ligado that is acceptable to us, 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, we have agreed that, with respect to the $550.0 million otherwise owed to Ligado in connection with the Spectrum Usage Rights Transaction, we will pay $420.0 million to Ligado for the benefit of Inmarsat on October 31, 2025, $100.0 million to Ligado for the benefit of Inmarsat on March 31, 2026 and $15.0 million to Ligado for the benefit of Inmarsat on receipt of specified regulatory approvals and the closing of the Spectrum Usage Rights Transaction. The remaining $15.0 million would be payable to Ligado at the closing. On or about September 29, 2025, the Bankruptcy Court confirmed Ligado’s Chapter 11 plan. 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.

Previous wording

On July 15, 2025, SpectrumCo entered into the Sound Point Credit Facility with Sound Point Agency LLC and the lenders from time to time party thereto. The proceeds of the loan borrowed under the Sound Point Credit Facility would be used to support certain payment obligations owed to Ligado relating to the Spectrum Usage Rights Transaction. The Sound Point Credit Facility will be available to SpectrumCo upon the satisfaction of certain conditions, including receipt of all required regulatory and FCC approvals relating to the Spectrum Usage Rights Transaction. Refer to discussion under “Spectrum Usage Rights Transaction and Related Financing” in the “Liquidity and Capital Resources” section below for further details.

Current wording

On July 15, 2025, SpectrumCo (defined below) entered into the Sound Point Credit Facility (defined below). The proceeds of the loan borrowed under the Sound Point Credit Facility will be used to support certain payment obligations owed to Ligado relating to the Spectrum Usage Rights Transaction. The Sound Point Credit Facility will be available to SpectrumCo upon the satisfaction of certain conditions, including receipt of all required regulatory and FCC approvals relating to the Spectrum Usage Rights Transaction. Refer to discussion under “Spectrum Usage Rights Transaction and Related Financing” in the “Liquidity and Capital Resources” section below for further details.

Previous wording

On July 29, 2025, we issued $575.0 million aggregate principal amount of convertible senior notes due 2032, 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. The 2032 2.375% Convertible Notes are our senior, unsecured obligations and bear interest at a fixed rate of 2.375% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2026. The 2032 2.375% Convertible Notes will mature on October 15, 2032, unless earlier repurchased, redeemed, or converted. The 2032 2.375% 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 discussion under “2032 2.375% Convertible Notes” in the “Liquidity and Capital Resources” section below for further details.

Current wording

In October 2025, we issued $1,150.0 million aggregate principal amount of convertible senior notes due 2036, including the exercise in full of the option granted to the initial purchasers to purchase up to $150.0 million aggregate principal amount of notes (the “2036 2.00% Convertible Notes”). The 2036 2.00% Convertible Notes are our senior, unsecured obligations and bear interest at a fixed rate of 2.00% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on July 15, 2026. The 2036 2.00% Convertible Notes will mature on January 15, 2036, unless earlier repurchased, redeemed, or converted. The 2036 2.00% 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 discussion under “2036 2.00% Convertible Notes” in the “Liquidity and Capital Resources” section below for further details.

Previous wording

On July 3, 2025 and July 31, 2025, we completed the repurchase of $225.0 million and $135.0 million, respectively, 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 9,450,268 and 5,775,635 shares of our Class A Common Stock to the same note holders participating in the note repurchases. Refer to discussion under “2032 4.25% Convertible Notes” in the “Liquidity and Capital Resources” section below for further details.

Current wording

On January 27, 2025, the Company issued $460.0 million aggregate principal amount of convertible senior notes due 2032 (the “2032 4.25% Convertible Notes”), including the exercise in full of the option granted to the initial purchasers to purchase up to $60.0 million aggregate principal amount of notes. On October 29, 2025, we completed the repurchase of $50.0 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 2,048,849 shares of our Class A Common Stock to the same note holders participating in the note repurchases. Refer to discussion under “2032 4.25% Convertible Notes” in the “Liquidity and Capital Resources” section below for further details.

Previous wording

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, enter into commercial arrangements with additional MNOs, and close our proposed transaction with Ligado and related financing.

Current wording

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, enter into commercial arrangements with additional MNOs including contracts to sell gateway equipment, software and services, and close our proposed transaction with Ligado and related financing.

Previous wording

To date, we have not generated any revenues from our SpaceMobile Service and do not expect to generate revenue until we launch the limited, noncontinuous SpaceMobile Service. During the three and six months ended June 30, 2025, we recognized $1.2 million and $1.9 million of revenue, respectively, from performance obligations completed under agreements with prime contractors for U.S. government contracts and from resale of gateway equipment to MNOs. We expect to continue to recognize revenue under these agreements with prime contractors for U.S. government contracts and under gateway equipment resale agreements with MNOs as and when we complete the remaining performance obligations. We currently plan to initiate a limited, noncontinuous SpaceMobile Service in the United States.

Current wording

To date, we have not generated any revenues from our SpaceMobile Service and do not expect to generate revenue until we launch the limited, noncontinuous SpaceMobile Service. During the three and nine months ended September 30, 2025, we recognized $14.7 million and $16.6 million of revenue, respectively, from performance obligations completed under agreements with prime contractors for U.S. government contracts and from resale of gateway equipment and software to MNOs. We expect to continue to recognize revenue under these agreements with prime contractors for U.S. government contracts and under gateway equipment and software resale agreements with MNOs as and when we complete the remaining performance obligations. We currently plan to initiate a limited, noncontinuous SpaceMobile Service in the United States.

Previous wording

Other income (expense), net primarily consists of non-operating expense and income, including foreign exchange gains or losses.

Current wording

Other (expense) income, net primarily consists of non-operating expense and income, including foreign exchange gains or losses.

Previous wording

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 June 30, 2025 and December 31, 2024, the noncontrolling interest in AST LLC was approximately 26.3% and 30.1%, respectively. The decrease in noncontrolling interest percentage during the six months ended June 30, 2025 was a result of the issuance of Class A Common Stock due to the conversion of the 2034 Convertible Notes, the issuance of Class A Common Stock under the 2024 Sales Agreement and the 2025 Sales Agreement, the redemption of AST LLC Common Units in exchange for Class A Common Stock, the exercise of options for Class A Common Stock and the vesting of restricted stock units.

Current wording

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 September 30, 2025 and December 31, 2024, the noncontrolling interest in AST LLC was approximately 24.7% and 30.1%, respectively. The decrease in noncontrolling interest percentage during the nine months ended September 30, 2025 was a result of the issuance of Class A Common Stock due to the repurchase of a portion of the 2032 4.25% Convertible Notes, conversion of the 2034 Convertible Notes, the issuance of Class A Common Stock to acquire certain S-Band ITU priority rights, the issuance of Class A Common Stock under the 2024 Sales

Previous wording

Revenues increased by $0.3 million, or 28%, to $1.2 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase was primarily attributable to increase in revenue from completion of performance obligations under agreements with prime contractors for U.S. Government contracts.

Current wording

Revenues increased by $13.6 million to $14.7 million for the three months ended September 30, 2025 as compared to $1.1 million for the three months ended September 30, 2024. The increase was attributable to a $7.7 million increase in revenue from resale of gateway equipment and software to MNOs and a $5.9 million increase in revenue from completion of performance obligations under agreements with prime contractors for U.S. Government contracts and a satellite communications provider.

Previous wording

Total engineering services costs increased by $7.4 million, or 35%, to $28.6 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase was attributable to a $4.9 million increase in payroll and employee related costs driven by an increase in headcount and higher stock-based compensation expenses, a $1.4 million increase in consultants and professional fees, a $1.0 million increase in AIT facilities and activities and engineering development centers costs resulting from expansion of global facilities footprint, and a $0.1 million increase in other expenses.

Current wording

Total engineering services costs increased by $19.0 million, or 87%, to $40.8 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The increase was attributable to a $9.2 million increase in payroll and employee related costs driven by an increase in headcount and higher stock-based compensation expenses, a $5.3 million increase in consultants and professional fees, a $2.7 million increase in AIT facilities and activities and engineering development costs resulting from expansion of our global footprint, and a $1.8 million increase in travel and other expenses.

Previous wording

Total general and administrative costs increased by $9.4 million, or 53%, to $27.2 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase was attributable to a $5.4 million increase in legal costs largely driven by our Spectrum Usage Rights Transaction and related financing and our joint venture with Vodafone, a $2.3 million increase in consultants and other professional services, $1.0 million increase in payroll and employee related costs driven by an increase in headcount, and a $0.7 million increase in other expense.

Current wording

Total general and administrative costs increased by $14.3 million, or 92%, to $29.8 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The increase was attributable to a $6.5 million increase in legal costs largely driven by our Spectrum Usage Rights Transaction and related financing, our acquisition of certain S-Band ITU priority rights and our joint venture with Vodafone, a $3.9 million increase in payroll and employee related costs driven by an increase in headcount and higher stock-based compensation expenses, a $3.1 million increase in consultants and other professional services and a $0.8 million increase in other expense.

Previous wording

Total R&D costs increased by $1.9 million, or 43%, to $6.4 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase in R&D costs was primarily attributable to the development and design of the Block 2 BB satellites beyond FM 1 and our ASIC chip, partially offset by completion of the development of the Block 1 BB satellites.

Current wording

Total R&D costs decreased by $9.2 million, or 62%, to $5.5 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The decrease in R&D costs was primarily attributable to the completion of the development of our ASIC chip.

Previous wording

Total depreciation and amortization expense decreased by $8.7 million, or 43%, to $11.7 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The decrease was due to a lower depreciation expense recognized for the Block 1 BB satellites, which we launched in September 2024, as compared to the depreciation expense recognized in the comparative period for the BW3 test satellite which was fully depreciated as of August 30, 2024.

Current wording

Total depreciation and amortization expense decreased by $1.8 million, or 13%, to $12.7 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The decrease was due to a lower depreciation expense recognized for the Block 1 BB satellites, which we launched in September 2024, as compared to the depreciation expense recognized in the comparative period for the BW3 test satellite which was fully depreciated as of August 30, 2024.

Previous wording

Interest expense increased by $0.7 million, or 15%, to $5.7 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase in interest expense was largely due to an increase in interest expense recognized on the 2032 4.25% Convertible Notes we issued on January 27, 2025, partially offset by decreases in interest expense recognized on the 2034 Convertible Notes, which we converted into shares of our Class A Common Stock on January 22, 2025, and on a senior secured credit facility which we terminated on November 13, 2024.

Current wording

Interest expense increased by $2.1 million, or 40%, to $7.5 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The increase in interest expense was largely due to an increase in interest expense recognized on the 2032 4.25% Convertible Notes issued on January 27, 2025, the 2032 2.375% Convertible Notes issued on July 29, 2025 and the Trinity Capital Equipment Loan (defined below), partially offset by decreases in interest expense recognized on the 2034 Convertible Notes, which we converted into shares of our Class A Common Stock on January 22, 2025, and on a senior secured credit facility which we terminated on November 13, 2024.

Previous wording

Interest income was $8.0 million for the three months ended June 30, 2025 as compared to interest income of $2.7 million for three months ended June 30, 2024. The increase was driven by a higher cash and cash equivalents balance held in interest bearing short-term money market funds.

Current wording

Interest income was $12.2 million for the three months ended September 30, 2025 as compared to interest income of $4.0 million for the three months ended September 30, 2024. The increase was driven by a higher cash and cash equivalents balance held in interest bearing short-term money market funds.

Previous wording

Other income, net was $0.3 million for the three months ended June 30, 2025, as compared to other income, net of $0.3 million for three months ended June 30, 2024. The net change of less than $0.1 million was primarily due to a $2.2 million decrease in loss on disposal of fixed assets and a $0.7 million increase in foreign exchange gain, offset by a $2.6 million decrease in other non-operating income and a $0.3 million increase in other expense.

Current wording

Other expense, net was $91.4 million for the three months ended September 30, 2025, as compared to other income, net of $1.4 million for three months ended September 30, 2024. The net change of $92.8 million was primarily due to a $84.3 million increase in induced conversion expense related to repurchases of our 2032 4.25% Convertible Notes, a $5.3 million increase in finance charges and other borrowing related fees, and a $3.2 million increase in other charges.

Previous wording

The provision for income taxes was $(0.7) million and $(0.2) million for the three months ended June 30, 2025 and 2024, respectively. The consolidated effective tax rate for the three months ended June 30, 2025 and 2024 was (0.54)% and (0.18%), respectively. Refer to Note 11 Income Taxes in the accompanying notes to the unaudited condensed consolidated financial statements for further information.

Current wording

The provision for income taxes was $(0.4) million and $(0.6) million for the three months ended September 30, 2025 and 2024, respectively. The consolidated effective tax rate for the three months ended September 30, 2025 and 2024 was (0.23%) and (0.21%), respectively. Refer to Note 11 Income Taxes in the accompanying notes to the unaudited condensed consolidated financial statements for further information.

Previous wording

Net loss attributable to noncontrolling interest was $36.5 million for the three months ended June 30, 2025 as compared to $58.8 million for the three months ended June 30, 2024. This decrease in net loss attributable to noncontrolling interest was due to a decrease in noncontrolling interest’s ownership percentage in AST LLC, partially offset by an increase in net loss generated at AST LLC.

Current wording

Net loss attributable to noncontrolling interest was $41.0 million for the three months ended September 30, 2025 as compared to $131.1 million for the three months ended September 30, 2024. This decrease in net loss attributable to noncontrolling interest was due to a decrease in noncontrolling interest’s ownership percentage in AST LLC, partially offset by an increase in net loss generated at AST LLC.

Previous wording

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Current wording

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Previous wording

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 six months ended June 30, 2025 and 2024 (in thousands), and the discussion that follows compares the six months ended June 30, 2025 to the six months ended June 30, 2024.

Current wording

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 nine months ended September 30, 2025 and 2024 (in thousands), and the discussion that follows compares the nine months ended September 30, 2025 to the nine months ended September 30, 2024.

Previous wording

Revenues increased by $0.5 million, or 34%, to $1.9 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The increase in revenues was primarily attributable to increase in revenue from resale of gateway equipment to MNOs.

Current wording

Revenues increased by $14.1 million to $16.6 million for the nine months ended September 30, 2025 as compared to $2.5 million for the nine months ended September 30, 2024. The increase in revenues was attributable to an $8.1 million increase in revenue from resale of gateway equipment and services to MNOs and a $6.0 million increase in revenue from completion of performance obligations under agreements with prime contractors for U.S. Government contracts and a satellite communications provider.

Previous wording

Total engineering services costs increased by $15.1 million, or 37%, to $55.8 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The increase was attributable to a $9.8 million increase in payroll and employee related costs driven by an increase in headcount and higher stock-based compensation expenses, a $2.2 million increase in AIT facilities and activities and engineering development centers costs resulting from the expansion of our global facilities footprint, a $2.1 million increase in consultants and professional fees, and a $1.0 million increase in other expenses.

Current wording

Total engineering services costs increased by $33.8 million, or 54%, to $96.3 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The increase was attributable to a $17.6 million increase in payroll and employee related costs driven by an increase in headcount and higher stock-based compensation expenses, a $8.8 million increase in consultants and professional fees, a $4.9 million increase in AIT facilities and activities and engineering development costs resulting from the expansion of our global footprint, a $1.5 million increase in travel expenses, and a $1.0 million increase in other expenses.

Previous wording

Total general and administrative costs increased by $15.5 million, or 51%, to $45.6 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The increase was attributable to a $6.7 million increase in legal costs largely driven by our Spectrum Usage Rights Transaction and related financing and our joint venture with Vodafone, a $5.8 million increase in consultants and other professional services, a $2.2 million increase in payroll and employee related costs driven by an increase in headcount, and a $0.8 million increase in other expenses.

Current wording

Total general and administrative costs increased by $29.8 million, or 65%, to $75.4 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The increase was attributable to a $13.2 million increase in legal costs largely driven by our Spectrum Usage Rights Transaction and related financing, our acquisition of certain S-Band ITU priority rights and our joint venture with Vodafone, a $8.9 million increase in consultants and other professional services, a $6.1 million increase in payroll and employee related costs driven by an increase in headcount and higher stock-based compensation expenses, a $1.1 million increase in office and facilities expenses and a $0.5 million increase in other expenses.