AST SpaceMobile, Inc.

NOTES TO CONDENSED CONSOL IDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

(Unaudited)

Organization and Nature of Operations

AST SpaceMobile, Inc., collectively with its subsidiaries (“SpaceMobile” or the “Company”) is currently designing, developing and manufacturing the constellation of BlueBird (“BB”) satellites and has begun launching its planned space-based Cellular Broadband network distributed through a constellation of low Earth orbit (“LEO”) satellites. Once deployed and operational, the BB satellites are designed to provide connectivity directly to off-the-shelf and unmodified devices at broadband speeds (the “SpaceMobile Service”) and be accessible for other applications for government use. The Company intends to offer the SpaceMobile Service to cellular subscribers and others through wholesale commercial agreements with cellular service providers. The Company also intends to leverage its patented technology, including large phased array and high power capability of its BB satellites, for a variety of applications in the government sector. The Company is headquartered in Texas where it operates satellite assembly, integration and testing (“AIT”) facilities. The Company also has engineering and development centers elsewhere in the United States, India and Scotland, and engineering, development and production centers in Spain and Israel. The Company’s global footprint was approximately 505,000 square feet as of September 30, 2026. The Company’s intellectual property (“IP”) portfolio is diverse, containing numerous and various innovations of the direct-to-device satellite ecosystem from space to Earth. The Company’s IP portfolio consists of 40 patent families worldwide. As of September 30, 2026, the Company has approximately 3,500 patent and patent pending claims worldwide, of which approximately 2,100 have been officially granted or allowed.

The Company launched five first generation commercial BB satellites (“Block 1 BB satellites”) on September 12, 2024. In October 2024, the Company completed the deployment of the 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, the Company successfully made the first SpaceMobile video call from space with Vodafone using standard unmodified 4G/5G smartphones. In February 2025, the Company completed the voice and video call tests on standard unmodified smartphones with AT&T and Verizon in the U.S. and also completed the tests for non-communication applications for the United States government. All five Block 1 BB satellites have participated in the tests at various stages. In April 2025, together with Rakuten Mobile, Inc., the Company 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, the Company 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, the Company achieved Canada’s first-ever space-based 4G VoLTE voice call, broadband data connection, and video streaming using standard unmodified smartphones. Using the Block 1 BB satellites, the Company has continued to conduct various successful tests with its partners, including the emergency communications tests, and has achieved 98.9 Mbps peak data speeds directly to a standard unmodified smartphone.

On December 23, 2025, the Company launched the first (“BB6”) of its next generation commercial BB satellites (“Block 2 BB satellites”), which was successfully deployed in February 2026. On April 19, 2026, during the New Glenn 3 mission, BB7 was placed into a lower than planned orbit by the upper stage of the launch vehicle. While the satellite separated from the launch vehicle and powered on, the altitude was too low to sustain operations with its on-board thruster technology and, as a result, BB7 was de-orbited. On June 17, 2026, the Company launched BB8, BB9, and BB10, which were successfully deployed in July 2026. On August 5, 2026, the Company successfully launched BB11, BB12, and BB13, which were successfully deployed by September 30, 2026. In September 2026, the Company completed the deployment of the communications 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 BB6, BB8, BB9, and BB10. Accordingly, the Company determined that BB6, BB8, BB9, and BB10 were ready for their intended use as of September 1, 2026. The Block 2 BB satellites feature an up to approximately 2,400 square feet phased array, the largest phased array ever deployed in a LEO for commercial use, which is more than three times larger than the phased array of the Block 1 BB satellites and designed to deliver up to 10 times the bandwidth capacity of the Block 1 BB satellites. The performance of the Block 2 BB satellites is driven by several breakthroughs in space-based architecture. The large antenna array allows the satellite to transmit and receive signals from standard handheld devices. Further, the large aperture enables precise beamforming, creating narrower, more focused coverage areas. This precision minimizes interference, maximizes network capacity and provides a consistent high-quality user experience for Cellular Broadband services, including voice, data and video.

The Company is organized in an “Up-C” structure in which the business is operated by AST & Science, LLC (“AST LLC”) and its subsidiaries and in which the Company's only direct assets consist of equity interests in AST LLC. As the managing member of AST LLC, the Company has full discretion to manage and control the business of AST LLC and to take all action it deems necessary to accomplish the purposes of AST LLC. The Company’s Class A Common Stock is listed on the Nasdaq Capital Market under the symbol “ASTS.”

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the requirements of the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements include the accounts of the Company, AST LLC and its subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. Certain comparative amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal and recurring adjustments) necessary to fairly state the unaudited condensed consolidated financial statements.

As the Company is the sole managing member of AST LLC and has full, exclusive and complete discretion to manage and control the business of AST LLC and to take all actions it deems necessary, appropriate, advisable, incidental, or convenient to accomplish the purposes of AST LLC, the financial statements of AST LLC and its subsidiaries have been prepared on a consolidated basis with the Company.

The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2025, included in its Annual Report on Form 10-K filed with the SEC on March 2, 2026 (the “2025 Annual Report on Form 10-K”). The results of operations for the periods presented are not indicative of the results to be expected for the year ending December 31, 2026 or for any other interim period or other future year.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on historical experience when available and on other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, useful lives assigned to property and equipment, potential impairment of long-lived assets and indefinite-lived intangibles, and equity-based compensation expense. The Company assesses estimates on an ongoing basis; however, actual results could materially differ from those estimates due to risks and uncertainties, including the continued uncertainty surrounding rapidly changing market and economic conditions due to geopolitical conflicts and macroeconomic conditions including changes in inflation and interest rates.

The Company’s significant accounting policies are described in Note 2 Summary of Significant Accounting Policies of the 2025 Annual Report on Form 10-K, and there have been no significant changes in these significant accounting policies as compared to those described therein.

Segment

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance.

The Company’s CODM is its Chairman and Chief Executive Officer. The Company has determined that it operates inone operating segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Consolidated net loss before allocation to noncontrolling interest is the reported measure of segment profit or loss and is the primary measure used by the CODM to assess segment performance and decide how to allocate resources. This measure is used to monitor operating results, compare actual performance to internal budgets and forecasts, evaluate performance relative to strategic objectives, and determine the level of operating and capital resources required. Consolidated net loss before allocation to noncontrolling interest is presented in the unaudited condensed consolidated statements of operations as revenues less total operating expenses and other segment items. For the three months ended September 30, 2026, other segment items primarily included interest income and expense and income taxes expense. For the nine months ended September 30, 2026, other segment items also included induced conversion expense related to the repurchases of a portion of the 20324.25% Convertible Notes and the 20322.375% Convertible Notes. For the three and nine months ended September 30, 2025, other segment items primarily included gain and loss on remeasurement of warrant liabilities, interest income and expense, induced conversion expense related to repurchases of a portion of the 20324.25% Convertible Notes, and income taxes expense. The measure of segment assets is reported on the accompanying unaudited condensed consolidated balance sheets as total assets.

Revenue Recognition

Revenue generated from sales of goods and services is recognized when a customer obtains control of promised goods or services in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers(“ASC 606”). During the three and nine months ended September 30, 2026, the Company recognized$20.6 million and$58.4 million, respectively, of Products revenue from the sale of gateway equipment and related software to Mobile Network Operators (“MNOs”.) During the three and nine months ended September 30, 2025, the Company recognized$7.7 million and$8.1 million, respectively, of Products revenue from the sale of gateway equipment to MNOs. These arrangements typically involve multiple performance obligations, which include hardware, software, and optional installation and support services. Revenue for hardware and software sales is recognized at a point in time when control transfers to the customer, which is generally upon delivery of the equipment and activation of the software. Revenue for installation and support services is generally recognized as services are performed.

During the three and nine months ended September 30, 2026, the Company recognized$21.8 million and$30.2 million, respectively, of Services revenue mainly from performance obligations completed under agreements with the U.S. government either directly as a prime contractor or indirectly through prime contractors. During the three and nine months ended September 30, 2025, the Company recognized$7.0 million and$8.5 million, respectively, of Services revenue mainly from performance obligations completed under agreements with prime contractors for U.S. government contracts. Under these arrangements, the Company has provided testing and other development services designed to enable future service capabilities. These contracts typically contain a single performance obligation and include a series of fixed-price milestones for which the Company has the right to invoice upon completion and customer acceptance. The Company recognizes revenue from these contracts over time when milestones are achieved and accepted by the customer, which reflects the pattern by which the Company satisfies its performance obligation through the transfer of service to the customer.

Additionally, the Company has definitive commercial agreements with MNOs to provide the SpaceMobile Service. These arrangements contain multiple performance obligations, including sale of gateway equipment hardware and software and a stand ready obligation to provide the SpaceMobile Service. Revenue for the SpaceMobile Service will be recognized over the life of the contract, beginning when the Company provides MNOs access to its satellite network. To date, the Company has not recognized any revenues from the SpaceMobile Service.

The Company defers revenue and recognizes contract liabilities in the event the performance obligations are not satisfied for which payment has been received. As of September 30, 2026 and December 31, 2025,$263.3 million and$227.0 million, respectively, of current and non-current contract liabilities were recorded for advance consideration received from customers for which the associated performance obligations were not yet satisfied. The increase in contract liabilities during the nine months ended September 30, 2026 was primarily attributable to an advance payment due under a commercial service agreement. As of September 30, 2026, the Company had $45.5 million of contract liabilities that were included within accounts receivable. The amount of revenue recognized during the nine months ended September 30, 2026 that was included in the contract liability balance at December 31, 2025 was approximately$10.2 million.

Revenue allocated to remaining performance obligations of existing contracts, which includes contract liabilities and amounts that will be invoiced and recognized as revenue in future periods, was approximately$1.3 billion as of September 30, 2026. These performance obligations include promises to transfer a combination of products and services, including deliveries of gateway equipment and related software and services, performance obligations to be completed under agreements with the U.S. government either directly or indirectly through prime contractors, and the SpaceMobile Service. The Company expects to recognize approximately 10.1% of its remaining performance obligations as revenue over the next 12 months and the remainder thereafter. The Company’s contracts with MNOs to provide the SpaceMobile Service contain multiple performance obligations. Revenue allocated to the remaining SpaceMobile Service performance obligations does not include variable consideration that has not been included in the transaction price, specifically consideration from revenue sharing with MNOs based on revenue generated from end customers’ usage of the satellite services. That consideration is constrained due to the uncertainty about the amount of the consideration to be received, which may not be resolved for a period of time.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are reported net of an allowance for credit losses that are not expected to be recovered. The Company recognizes the allowance for credit losses at inception of sales and reassesses quarterly based on management’s expectation of the asset’s collectability. The allowance is based on multiple factors including historical experience with bad debts, the credit quality of the customer base, the aging of such receivables and current macroeconomic conditions. The Company elected the practical expedient, available as part of the early adoption of Accounting Standards Update (“ASU”) 2025-05 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, not to consider management’s expectations of conditions in the future for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The Company’s contractual payment terms with its customers generally range from 60 to 90 days. As of September 30, 2026, management evaluated the collectability of its accounts receivable portfolio and did not identify any material credit risk. The allowance for credit losses was immaterial for the three and nine months ended September 30, 2026 and 2025.

Future Adoption of Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented expense captions. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard can be applied either prospectively or retrospectively. The Company is currently evaluating the potential impacts of adopting this ASU on the presentation of its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 modernizes the accounting for internal-use software costs by eliminating the prescriptive "project stage" model and introducing a principles-based framework that is intended to better reflect current software development practices. The amendment is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the potential impacts of adopting this ASU on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The ASU establishes authoritative guidance in GAAP about accounting for government grants received by business entities, clarifies the appropriate accounting, in an effort to reduce diversity in practice, and increase consistency of application across business entities. The ASU is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Adoption of this ASU can be applied using a modified prospective approach, a modified retrospective approach, or a retrospective approach. Early adoption is permitted. The Company is currently evaluating the potential impacts of adopting this ASU on its consolidated financial statements.

All other new accounting pronouncements issued, but not yet effective or adopted, have been deemed to be not relevant to the Company and, accordingly, are not expected to have a material impact once adopted.

Fair Value Measurement

The Company’s financial assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):

As of September 30, 2026 and December 31, 2025, the Company had approximately$3.2 billion and$2.8 billion of cash and cash equivalents and restricted cash, respectively, of which approximately$2.5 billion and$2.0 billion, respectively, was classified as cash equivalents, which consisted primarily of short-term money market funds with original maturities of 90 days or less. As of September 30, 2026, non-current restricted cash of$428.4 million consisted of the cash collateral for the loan agreement, dated as of October 31, 2025, by and between BackstopCo, LLC, as borrower, and UBS AG, Stamford Branch, as lender (the “UBS Bridge Financing Loan”), and current restricted cash of$6.2 million consisted of cash collateral for a letter of credit guaranteeing a customs bond and deposits against the bank guaranty issued to the landlords for lease of properties. As of December 31, 2025, non-current restricted cash of $443.4 million consisted of$428.4 million ofcash collateral for the UBS Bridge Financing Loan and $15.0 million of cash collateral for the capital equipment loan with Prosperity Bank, and current restricted cash of $0.9 million consisted of deposits against the bank guaranty issued to the landlords for lease of properties. For certain instruments, including cash, accounts payable, and accrued expenses, it was estimated that the carrying amount approximated fair value because of the short maturities of these instruments.

As of December 31, 2025, warrant liabilities were comprised of private placement warrants (“Private Placement Warrants”), which have been classified as Level 3 due to the use of historical volatility of the Company’s shares and implied volatility derived from options on the Company’s shares. Warrant liabilities are described in detail in Note 7 Warrant Liabilities.

The Private Placement Warrants were valued using a Black-Scholes-Merton model. The Company’s Black-Scholes-Merton model to value Private Placement Warrants required the use of the following subjective assumption inputs:

•

The risk-free rate assumption was based on the three-month and one-year U.S. Treasury rates as the estimated time to expiration was 0.26 years. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa.

•

The expected volatility assumption was based on an average of the historical volatility of the Company’s shares and the implied volatility of one-year options on the Company’s shares, which was 105.3%.

Property and Equipment

Property and equipment, net consisted of the following (in thousands):

Total depreciation and amortization expense for the three months ended September 30, 2026 and 2025 was approximately$25.1 million and$12.7 million, respectively. Total depreciation and amortization expense for the nine months ended September 30, 2026 and 2025 was approximately$63.4 million and$35.4 million, respectively.

During the three and nine months ended September 30, 2026, the Company recognized losses on disposal of property and equipment of$0.1 million and$2.2 million, respectively. During the three and nine months ended September 30, 2025, the Company recognized losses on disposal of property and equipment of$1.1 million and$1.1 million, respectively. The Company presented the losses in other expense, net in the Company’s unaudited condensed consolidated statements of operations. These losses primarily relate to equipment retired from service and satellite materials removed from construction in progress as a result of design modifications and advances in manufacturing processes and technology.

On April 19, 2026, during the New Glenn 3 mission, the Company's Block 2 BB7 satellite was placed into a lower than planned orbit and, as a result, BB7 was de-orbited. The Company maintained launch insurance coverage for this launch that covered a portion of the satellite and launch costs and expects a replacement launch pursuant to the terms of the applicable contract with the launch provider. As of September 30, 2026, the Company had collected $32.4 million of insurance claims from the insu rance providers. The total loss associated with this event net of the $32.4 million insurance recoveries was approximately $126.0 million.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

Debt

Long-term debt consists of the following (in thousands):

(1)Includes unamortized end of term payments of $3.1 million and $4.0 million as of September 30, 2026 and December 31, 2025, respectively.

As of September 30, 2026, the aggregate fair value of the Company’s debt was$3.8 billion, which included the fair value of the 20324.25% Convertible Notes of$8.3 million, the 20322.375% Convertible Notes of $370.0 million, the 20362.00% Convertible Notes of $977.5 million, the 20362.25% Convertible Notes of$840.0 million, and the 20341.625% Convertible Notes of$1,118.8 million. As of December 31, 2025, the aggregate fair value of the Company’s debt was approximately$2.5 billion, which included the fair value of the 20324.25% Convertible Notes of$147.2 million, the 20322.375% Convertible Notes of$760.8 million, and the 20362.00% Convertible Notes of$1,156.7 million. The fair value of the 2032 4.25% Convertible Notes was determined based on recent observable market quote in an active market and rolled forward to the balance sheet date using significant inputs derived from, or corroborated by, observable market data (Level 2 inputs). The fair value of the 2032 2.375% Convertible Notes, the 2036 2.00% Convertible Notes, the 2036 2.25% Convertible Notes, and the 2034 1.625% Convertible Notes were determined based on observable market quotes in an active market around period-end (Level 1 inputs). The fair value of remaining debt has been determined under the discounted cash flow method using significant inputs derived from, or corroborated by, observable market data (Level 2 inputs).

Debt discount and issuance costs are comprised of costs incurred in connection with debt issuance and are presented in the unaudited condensed consolidated balance sheets as a deduction to the carrying amount of the debt and amortized using the effective interest method to interest expense over the term of the debt. During the three and nine months ended September 30, 2026, the Company recognized$27.8 million and$73.2 million of interest expense related to the debt noted above, respectively. The interest expense included amortization of debt issuance costs of$2.7 million and$6.9 million for the three and nine months ended September 30, 2026, respectively. During the three and nine months ended September 30, 2025, the Company recognized$5.7 million and$16.1 million of interest expense, respectively. The interest expense included amortization of debt issuance costs of$0.5 million and$1.2 million for the three and nine months ended September 30, 2025, respectively.

As of September 30, 2026, the Company was in compliance with all debt covenant requirements.

2032 4.25% Convertible Notes

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. The 2032 4.25% Convertible Notes are senior, unsecured obligations of the Company and bear interest at a fixed rate of 4.25% per year, payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2025. The 2032 4.25% Convertible Notes will mature on March 1, 2032, unless earlier repurchased, redeemed, or converted.

Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding December 1, 2031 only under the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2025 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during thefive business day period after anyten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98%of the product of the last reported sale price of the Company’s Class A Common Stock and the conversion rate on each such trading day; (3) if the Company issues a notice of redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after December 1, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, at the option of the holder regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s Class A Common Stock or a combination of cash and shares of the Company’s Class A Common Stock, at the Company’s election.

The Company may not redeem the notes prior to March 6, 2029. The Company may redeem for cash all or any portion of the notes, at the Company’s option, on or after March 6, 2029, but only if (1) the liquidity condition (as defined in the indenture) is satisfied and (2) the last reported sale price of the Company’s Class A Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes.

The initial conversion rate for the 2032 4.25% Convertible Notes is 37.0535 shares of Class A Common Stock per $1,000 principal amount of the notes, which represents an initial conversion price of approximately $26.99 per share of the Company’s Class A Common Stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, holders who convert their notes in connection with a make-whole fundamental change or a notice of redemption may be entitled to an increase in the conversion rate.

The 2032 4.25% Convertible Notes include customary covenants and certain events of default after which the notes may be declared immediately due and payable and set forth certain types of bankruptcy or insolvency events of default after which the notes become automatically due and payable.

On July 3, 2025, July 31, 2025 and October 29, 2025, the Company completed the repurchase of $225.0 million, $135.0 million and $50.0 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 for an aggregate repurchase price of approximately $502.9 million, $346.9 million and $161.1 million, respectively, which included accrued and unpaid interest on the repurchased 2032 4.25% Convertible Notes. The repurchase was funded with the net proceeds from a registered direct offering of 9,450,268 shares,5,775,635 shares and 2,048,849 shares, respectively, of the Company’s Class A Common Stock to the same note holders participating in the note repurchase. The note repurchases and the shares offering were cross-conditional. The Company accounted for the note repurchases as induced conversions and recognized an additional charge to equity for the carrying value of the notes repurchased and the related fair value of consideration paid to holders of the 2032 4.25% Convertible Notes in excess of the value to which they were entitled to receive pursuant to the original conversion terms (“2032 4.25% Convertible Notes 2025 Sweetener Payment”). The induced conversion expenses included the related 2032 4.25% Convertible Notes 2025 Sweetener Payment and the third party transaction costs incurred and were presented in other (expense) income, net in the Company’s audited consolidated financial statements on Form 10-K for the year ended December 31, 2025.

On February 20, 2026 and February 23, 2026, the Company completed an additional repurchase of approximately $46.5 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 for an aggregate repurchase price of approximately $180.5 million. The repurchase was funded with the net proceeds from a registered direct offering of 1,862,741 shares of the Company’s Class A Common Stock to the same note holders participating in the note repurchase. The note repurchases and the shares offering were cross-conditional. The Company accounted for the note repurchases as induced conversions and recog nized a $56.5 million charge to equity for $45.3 million of carrying value of the notes repurchased and $11.2 million of the fair value of consideration paid to holders of the 2032 4.25% Convertible Notes in excess of the value to which they were entitled to receive pursuant to the original conversion terms (“2032 4.25% Convertible Notes 2026 Sweetener Payment”). The Company recorded the 2032 4.25% Convertible Notes 2026 Sweetener Payment and the approximately $0.4 million of third party transaction costs incurred in other (expense) income, net in the Company’s unaudited condensed consolidated statements of operations.

2032 2.375% Convertible Notes

On July 29, 2025, the Company issued $575.0 million aggregate principal amount of convertible senior notes due 2032 (the “20322.375% Convertible 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. The 20322.375% Convertible Notes are senior, unsecured obligations of the Company 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.

Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding July 15, 2032 only under the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2025 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during thefive business day period after anyten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98%of the product of the last reported sale price of the Company’s Class A Common Stock and the conversion rate on each such trading day; (3) if the Company issues a notice of redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon theoccurrence of specified corporate events. On or after July 15, 2032 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, at the option of the holder regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s Class A Common Stock or a combination of cash and shares of the Company’s Class A Common Stock, at the Company’s election.

The Company may not redeem the notes prior to October 22, 2029. The Company may redeem for cash all or any portion of the notes, at the Company’s option, on or after October 22, 2029, but only if (1) the liquidity condition (as defined in the indenture) is satisfied and (2) the last reported sale price of the Company’s Class A Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes.

The initial conversion rate for the 2032 2.375% Convertible Notes is 13.8750 shares of Class A Common Stock per $1,000 principal amount of the notes, which represents an initial conversion price of approximately $72.07 per share of the Company’s Class A Common Stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, holders who convert their notes in connection with a make-whole fundamental change or a notice of redemption may be entitled to an increase in the conversion rate.

The 2032 2.375% Convertible Notes include customary covenants and certain events of default after which the notes may be declared immediately due and payable and set forth certain types of bankruptcy or insolvency events of default after which the notes become automatically due and payable.

On February 20, 2026 and February 23, 2026, the Company completed the repurchase of $250.0 million of the outstanding principal amount of the 2032 2.375% Convertible Notes in separate, privately negotiated repurchase transactions with a limited number of note holders for an aggregate repurchase price of approximately $433.7 million, which included accrued and unpaid interest on the repurchased 2032 2.375% Convertible Notes. The repurchase was funded with the net proceeds from a registered direct offering of 4,475,223 shares of the Company’s Class A Common Stock to the same note holders participating in the note repurchase. The note repurchases and the shares offering were cross-conditional. The Company accounted for the note repurchases as induced conversions and recog nized a $324.6 million charge to equity for $247.2 million of carrying value of the notes repurchased including accrued and unpaid interestand $77.4 million of fair value of consideration paid to holders of the 2032 2.375% Convertible Notes in excess of the value to which they were entitled to receive pursuant to the original conversion terms (“2032 2.375% Convertible Notes Sweetener Payment”). The Company recorded the 2032 2.375% Convertible Notes Sweetener Payment and the approximately $0.4 million of third party transaction costs incurred in other (expense) income, net in the Company’s unaudited condensed consolidated statements of operations.

2036 2.25% Convertible Notes

On February 17, 2026, the Company issued $1,000.0 million aggregate principal amount of convertible senior notes due 2036 (the “2.25% Notes”) with an option by the initial purchasers to purchase up to an additional $150.0 million aggregate principal amount of the 2.25% Notes. On February 19, 2026, the Company was notified by the initial purchasers of the 2.25% Notes of the exercise of their option to purchase an additional $75.0 million aggregate principal amount of the 2.25% Notes (the “2.25% Option Notes,” and together with the 2.25% Notes, the “2036 2.25% Convertible Notes”). On February 20, 2026, the Company consummated the sale of the 2036 2.25% Convertible Notes to the initial purchasers. The 20362.25% Convertible Notes are senior, unsecured obligations of the Company and bear interest at a fixed rate of 2.25% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. The 2036 2.25% Convertible Notes will mature on April 15, 2036, unless earlier converted or repurchased.

Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding January 15, 2036 only under the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during thefive business day period after anyten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Class A Common Stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or after January 15, 2036 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes, at any time, in integral multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing conditions. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of Class A Common Stock or a combination of cash and shares of Class A Common Stock, at the Company’s election. The Company may not redeem the notes prior to the maturity date, and no sinking fund is provided for the notes.

The initial conversion rate for the 2036 2.25% Convertible Notes is 8.5982 shares of Class A Common Stock per $1,000 principal amount of the notes, which represents an initial conversion price of approximately $116.30 per share of the Company’s Class A Common Stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, following certain corporate events that occur prior to the maturity date of the notes, the Company will, under certain circumstances, increase the conversion rate of the notes for a holder who elects to convert its notes in connection with such a corporate event.

The 2036 2.25% Convertible Notes include customary covenants and certain events of default after which the notes may be declared immediately due and payable and set forth certain types of bankruptcy or insolvency events of default after which the notes become automatically due and payable.

2034 1.625% Convertible Notes

On or about July 20, 2026, the Company issued $1,150.0 million aggregate principal amount of convertible senior notes due 2034 (the “2034 1.625% Convertible Notes”), 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 20341.625% Convertible Notes are senior, unsecured obligations of the Company and bear interest at a fixed rate of 1.625% per year, payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. The 2034 1.625% Convertible Notes will mature on February 1, 2034, unless earlier converted or repurchased.

Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding November 1, 2033 only under the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Class A Common Stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events as set forth in the Indenture. On or after November 1, 2033 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes, at any time, in integral multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing conditions. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of Class A Common Stock or a combination of cash and shares of Class A Common Stock, at the Company’s election. The Company may not redeem the notes prior to the maturity date, and no sinking fund is provided for the notes.

The initial conversion rate for the 2034 1.625% Convertible Notes is 12.5672 shares of Class A Common Stock per $1,000 principal amount of the notes, which represents an initial conversion price of approximately $79.57 per share of the Company’s Class A Common Stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, following certain corporate events that occur prior to the maturity date of the notes, the Company will, under certain circumstances, increase the conversion rate of the notes for a holder who elects to convert its notes in connection with such a corporate event.

The 2034 1.625% Convertible Notes include customary covenants and certain events of default after which the notes may be declared immediately due and payable and set forth certain types of bankruptcy or insolvency events of default after which the notes become automatically due and payable.

Prosperity Capital Equipment Loan

On August 14, 2023, AST LLC and certain other subsidiaries of the Company entered into a loan agreement with Lone Star State Bank of West Texas (“Lone Star”), succeeded by Prosperity Bank by merger with Lone Star, providing for a $15.0 million principal term loan secured by certain real property fixtures and equipment in one of the Company’s Texas facilities (the “Lone Star Loan Agreement”). The entire term loan amount was borrowed on September 19, 2023.

Borrowings accrued interest at the Prime Rate plus 0.75%, subject to a ceiling rate. Interest payments were due and payable on a monthly basis. Interest payments began in September 2023 and principal payments began in April 2025. Principal repayments were due thereafter in 48 equal monthly installments until January 2029, the maturity date of the loan. In connection with the Lone Star Loan Agreement, the Company deposited a cash balance of $15.0 million in the Lone Star Bank Money Market Fund. The Lone Star Loan Agreement included certain customary affirmative and negative covenants.

As part of AST LLC and certain other subsidiaries of the Company (together with AST LLC, the “AST Companies”) entering into the Trinity Capital Equipment Loan, the AST Companies and Prosperity Bank amended the Lone Star Loan Agreement whereby Prosperity Bank released the lien on certain real property fixtures and equipment and the AST Companies pledged the $15.0 million deposit in the Lone Star Bank Money Market Fund as security for the loan.

On March 11, 2026, the Company repaid the principal amount, including accrued interest aggregating to approximately $12.1 million.

Prosperity Term Loan

On December 8, 2021, the Company’s subsidiary, AST & Science Texas, LLC, executed an agreement to purchase real property, including offices, industrial warehouse buildings and equipment for a total purchase price of $8.0 million. In connection with the purchase, AST & Science Texas, LLC entered into an agreement (the “Term Loan Credit Agreement”) with Lone Star, succeeded by Prosperity Bank by merger with Lone Star, to issue a term promissory note for $5.0 million with a maturity date of December 8, 2028 that was secured by the property. Borrowings under the Term Loan Credit Agreement had a fixed interest rate of 4.20% per annum.

Interest was payable monthly in arrears commencing in January 2022. Thereafter, outstanding principal and accrued interest were due and payable in monthly installments of $40,000, commencing in January 2023.

On March 11, 2026, the Company repaid the principal amount, including accrued interest aggregating to approximately $4.2 million.

Trinity Capital Equipment Loan

On June 27, 2025, the AST Companies entered into a Master Equipment Financing Agreement (the “MEFA”) with Trinity Capital, Inc. (“Trinity”), as agent (the “Agent”) and lender, and the other lenders party thereto (the “Lenders”) providing for a conditional commitment to provide financing of up to $100.0 million (“Trinity Capital Equipment Loan”).

In 2025, the AST Companies, the Agent and the Lenders executed four five-year Equipment Financing Schedules (“Schedules”) to the MEFA (together with the Schedules, the “Agreements”) borrowing a total of $50.5 million. The AST Companies’ obligations under the Agreements are secured by certain of the AST Companies’ real property fixtures and equipment. The remaining amount of up to $49.5 million may be funded in one or more draws on or before June 30, 2027 (the “Termination Date”), subject to the satisfaction of various conditions. If the aggregate amount of draws funded through the Termination Date is less than $50.0 million, the Company is subject to a non-utilization fee equal to 2.50% of the difference between $50.0 million and the aggregate amount of draws funded through the Termination Date. The Company has the option to prepay all or part of the outstanding principal balances under each Schedule. Any repayment of principal prior to the end of the five-year term will be subject to a prepayment fee equal to 3% to 5% of the drawn amounts, depending on the timing of the prepayment.

On September 1, 2026, the Company entered into an amendment to the Schedules (the “Amendment”) with the Lenders. Under the Amendment, the Company made scheduled payments totaling$11.5 million, applied in inverse order of maturity, and received releases of the Lenders’ security interests in certain real property fixtures and equipment. The payments did not result in prepayment premiums, andno non-utilization fee is payable under the MEFA or any Schedule. The Company continues to make an aggregate monthly payment of approximately $1.1 million and an end of term payment of 9% of the drawn amounts. The Company evaluated the terms of the Amendment under ASC 470-50, Debt - Modifications and Extinguishments, and accounted for it as a debt modification. Fees of $2.4 million paid to the Lenders were capitalized and will be recognized as an adjustment to interest expense over the remaining term of the debt using the effective interest method. Fees paid to third parties are expensed as incurred.

Other than as described above, there were no new debt issuances or significant changes related to the above listed debt during the nine months ended September 30, 2026. See Note 7 Debt to the Company’s Consolidated Financial Statements included in its 2025 Annual Report on Form 10-K for additional information regarding the debt listed above.

Warrant Liabilities

Warrant liabilities were comprised of Private Placement Warrants. Each Private Placement Warrant entitled the registered holder to purchase one whole share of Class A Common Stock at a price of $11.50 per share and was exercisable on a cashless basis. Pursuant to the warrant agreement, a holder of Private Placement Warrants could exercise its warrants only for a whole number of shares of Class A Common Stock. This means that only a whole warrant could have been exercised at any given time by a warrant holder. The Private Placement Warrants expired on April 6, 2026, five years after the closing of the transactions contemplated by the Equity Purchase Agreement, dated as of December 15, 2020, by and among AST & Science LLC, New Providence Acquisition Corp., New Providence Management LLC, Abel Avellan, in his capacity as the AST Existing Equityholder Representative and the equityholders of AST LLC pursuant to its Fourth Amended and Restated Limited Liability Company Operating Agreement (the “Business Combination”), at 5:00 p.m., New York City time, or earlier upon liquidation.

As of December 31, 2025, there were 122,000 Private Placement Warrants that remained outstanding. Duringthe three months ended March 31, 2026, the remaining 122,000 Private Placement Warrants were exercised for 109,499 shares of Class A Common Stock on a cashless basis. During the three months ended March 31, 2026, the Company recognized a net loss of $1.2 million for changes in fair value of the remaining Private Placement Warrants in the unaudited condensed consolidated statements of operations.

During the three and nine months ended September 30, 2025,2,931,125 Private Placement Warrants were exercised for 2,294,380 shares of Class A Common Stock on a cashless basis. During the three and nine months ended September 30, 2025, the Company recognized a gain of $2.9 million and a loss of $65.3 million, respectively, for changes in fair value of these Private Placement Warrants in the unaudited condensed consolidated statements of operations.

Commitments and Contingencies

Purchase Commitments

As of September 30, 2026, the Company has purchase commitments of approximately $840.0 to $860.0 million primarily related to research and development (“R&D”) programs, operational services, capital improvements and procurement of BB satellite components needed, in accordance with our production plan, for the assembly, integration and testing necessary to complete the planned constellation of over 90 BB satellites, gateway equipment, and other projects. None of these purchase commitments are considered unconditional purchase obligations as the Company has various rights to adjust the quantity of satellite components on the purchase orders and/or change the delivery timelines in accordance with its ongoing business plan. The Company also has rights to terminate certain purchase commitments and potentially incur a termination fee in certain cases. In addition, the Company has launch agreements under which payments are due at scheduled milestones over the duration of the agreements. The Company has contractual rights to cancel these launches or terminate the related agreements at any time by paying a termination fee, and in certain cases without incurring a termination fee, and any excess payments made to the launch providers for these launches will be refunded to the Company. As of September 30, 2026, the Company has made payments in excess of its minimum commitments related to future launches.

Legal Proceedings

The Company is subject to the legal proceedings and claims described below.

Securities Class Action

The Company and certain of its current executive officers have been named as defendants in a putative stockholder class action lawsuit pending in the United States District Court for the Western District of Texas. The action is styled Hunter v. AST SpaceMobile, Inc. et al., No. 7:26-cv-00378 (W.D. Tex.) (the “Securities Class Action”). The complaint in the Securities Class Action, which was filed on September 14, 2026, alleges that defendants violated the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and SEC Rule 10b-5 promulgated thereunder by making false and misleading statements and omissions, and that the current executive officers named as defendants are control persons under Section 20(a) of the Exchange Act. The complaint was filed on behalf of stockholders who purchased shares of the Company’s common stock between March 4, 2025 and July 16, 2026, and seeks monetary damages on behalf of the purported class.

Derivative Actions

The Company has been named as a nominal defendant and certain of its current and former executive officers and directors have been named as defendants in two derivative lawsuits filed in the United States District Court for the Western District of Texas on October 21, 2026 and November 5, 2026, respectively. The actions are styled Papa et al. v. Avellan et al., No. 7:26-cv-00430 (W.D. Tex.) and Paul et al. v. Avellan et al., No. 7:26-cv-00446 (W.D. Tex.) (the “Derivative Actions”). The complaints assert claims under the Exchange Act and for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets against all defendants, and claims for contribution under the Exchange Act against certain of the defendants. The Derivative Actions seek compensatory damages, disgorgement of compensation and profits, revisions to the Company’s governance and internal procedures, and attorneys’ fees and costs.

The Securities Class Action and the Derivative Actions are at an early stage. The Company intends to defend itself and its current and former directors and officers vigorously against the claims alleged in the Securities Class Action and Derivative Actions.

In addition, the Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business and that have not been fully adjudicated.

In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss, or a material loss in excess of any recorded accrual, with respect to loss contingencies. However, the outcome of litigation is inherently uncertain. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s consolidated financial statements for that reporting period could be materially adversely affected.

Stockholders’ Equity

Class A Common Stock

As of September 30, 2026, there were 300,649,177 shares of Class A Common Stock issued and outstanding. Holders of Class A Common Stock are entitled to one vote for each share. The Company is authorized to issue 800,000,000 shares of Class A Common Stock with a par value of $0.0001 per share.

Class B Common Stock

As of September 30, 2026, there were 11,215,111 sharesof Class B Common Stock issued and outstanding. Shares of Class B Common Stock were issued to then existing equity holders of AST LLC (other than Abel Avellan, the Company’s Chairman and Chief Executive

Officer(“Mr. Avellan”)) at the time of the Business Combination and are non-economic, but entitle the holder to one vote per share. The Company is authorized to issue 200,000,000 shares of Class B Common Stock -with a par value of $0.0001 per share.

The existing equity holders of AST LLC (other than Mr. Avellan) at the time of the Business Combination own economic interests in AST LLC which are redeemable into either shares of Class A Common Stock on a one-for-one basis or cash at the option of the Company. Upon redemption of the AST LLC Common Units by the existing equity holders (other than Mr. Avellan), a corresponding number of shares of Class B Common Stock held by such existing equity holders will be cancelled. During the nine months ended September 30, 2026, the existing equity holders redeemed 12,181 AST LLC Common Units into Class A Common Stock and subsequently 12,181 Class B Common Shares held by such existing equity holders were cancelled.

Class C Common Stock

As of September 30, 2026, there were 78,163,078 shares of Class C Common Stock issued and outstanding. Shares of Class C Common Stock were issued to Mr. Avellan in connection with the Business Combination and are non-economic, but entitle the holder to the lesser of ten votes per share and the Class C Share Voting Amount, the latter of which is a number of votes per share equal to (1) (x) an amount of votes equal to 88.31% of the total voting power of the outstanding voting stock, minus (y) the total voting power of the outstanding capital stock (other than Class C Common Stock) owned or controlled by Mr. Avellan and his permitted transferees, divided by (2) the number of shares of Class C Common Stock then outstanding(the “Super-Voting Rights”). The Company is authorized to issue 125,000,000 shares of Class C Common Stock with a par value of $0.0001 per share.

Mr. Avellan owns economic interests in AST LLC which are redeemable into either shares of Class A Common Stock on a one-for-one basis or cash at the option of the Company. Upon redemption of any AST LLC Common Units held by Mr. Avellan, a corresponding number of shares of Class C Common Stock held by Mr. Avellan will be cancelled. Correspondingly, the Super-Voting Rights associated with the cancelled shares of Class C Common Stock will be terminated.

Preferred Stock

As of September 30, 2026, there wereno shares of preferred stock issued or outstanding. The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors.

Noncontrolling Interest

The noncontrolling interests represent the equity interest in AST LLC held by members other than the Company. Changes in the Company’s ownership interest in AST LLC while retaining control of AST LLC are accounted for as equity transactions. Income or loss is attributed to the noncontrolling interests based on their contractual distribution rights, and the relative percentages of equity interest held by the Company and the other members during the period.

As the sole managing member of AST LLC controlling the operating decisions of AST LLC, the Company consolidates the financial position and results of operations of AST LLC and its subsidiaries. The Company reports equity interests in AST LLC held by members other than the Company as noncontrolling interest in the consolidated balance sheets. The noncontrolling interest is classified as permanent equity within the consolidated balance sheets as the Company may only elect to settle a redemption request in cash if the cash delivered in the exchange is limited to the amount of net proceeds from the issuance and sale of Class A Common Stock from a new permanent equity offering.

Each issuance of the Company's Class A Common Stock is accompanied by a corresponding issuance of AST LLC Common Units to the Company, which results in changes in ownership and reduction in noncontrolling interest. In addition, the Fifth Amended and Restated Limited Liability Company Operating Agreement of AST LLC permits the noncontrolling interest holders of AST LLC Common Units to exchange AST LLC Common Units, together with related shares of the Class B Common Stock or Class C Common Stock, for shares of the Class A Common Stock on a one-for-one basis or, at the election of the Company, for cash (a “Cash Exchange”). A Cash Exchange is limited to the amount of net proceeds from the issuance and sale of Class A Common Stock from a new permanent equity offering. Future redemptions or direct exchanges of AST LLC Common Units by the noncontrolling interest holders will result in a change in ownership and reduce the amount recorded as noncontrolling interest.

As of September 30, 2026 and December 31, 2025, the noncontrolling interest in AST LLC was approximately 22.9% and 23.9%, respectively. The decrease in noncontrolling interest percentage during the nine months ended September 30, 2026 was a result of the issuance of Class A Common Stock in connection with the repurchase of a portion of the 20324.25% Convertible Notes and the 20322.375% Convertible Notes, payment for a portion of the L-band Annual Payment and the Crown Castle Annual Payment (as defined below in Note 13 Spectrum Usage Rights and Related Financing) in shares, issuance of Class A Common Stock under the October 2025 Sales Agreement and in a subscription agreement, exercises of the Private Placement Warrants and Penny Warrants, redemptions of AST LLC Common Units in exchange for Class A Common Stock, exercises of options and vesting of restricted stock units and restricted stock.

October 2025 Equity Distribution Agreement

On October 7, 2025, the Company entered into an Equity Distribution Agreement (the “October 2025 Sales Agreement” or “October 2025 ATM Equity Program”) with B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Cantor Fitzgerald & Co., Deutsche Bank Securities Inc., Roth Capital Partners, LLC, Scotia Capital (USA) Inc., UBS Securities LLC, William Blair & Company, L.L.C. and Yorkville Securities, LLC (collectively, the “agents”) to sell shares of the Company’s Class A Common Stock having an aggregate sale price of up to $800.0 million through an “at the market offering” program under which the agents acted as sales agents. The sales of the shares made under the October 2025 Sales Agreement were to be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act. The agents’ sale of the Class A Common Stock was based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). Under the October 2025 Sales Agreement, the agents were entitled to total compensation at a commission rate of up to 3.0% of the gross sales price per share sold.

Under the October 2025 Sales Agreement, the Company issued 874,045 shares of Class A Common Stock during the nine months ended September 30, 2026 and received proceeds of$80.3 million, net of commissions paid to the agents and transaction costs. During the nine months ended September 30, 2026, the Company paid commission of approximately $0.4 million to the agents with respect to such sales and incurred initial transaction costs of less than $0.1 million. Having utilized virtually the entire capacity of the October 2025 ATM Equity Program, the Company terminated the October 2025 ATM Equity Program on March 17, 2026.

July 2026 Capped Calls

On or about July 20, 2026, in connection with the issuance of the 20341.625% Convertible Notes, the Company entered into privately negotiated capped call transactions (the “July 2026 Capped Calls”) with certain of the initial purchasers of the 2034 1.625% Convertible Notes or their respective affiliates at a cost of approximately $111.4 million. The July 2026 Capped Calls cover, subject to anti-dilution adjustments, the number of shares of Class A Common Stock underlying the 2034 1.625% Convertible Notes. The capped call transactions can be settled in cash or shares of Class A Common Stock at the Company’s option and are expected generally to reduce the potential dilution to the Class A Common Stock upon any conversion of the 2034 1.625% Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the 2034 1.625% Convertible Notes. The July 2026 Capped Calls have an initial strike price of approximately $79.57 per share and an initial cap price of $149.20 per share, which are subject to certain adjustments under the terms of the July 2026 Capped Calls. The July 2026 Capped Calls are equity classified and included as a reduction to equity in the accompanying unaudited condensed consolidated balance sheet.

Stock-Based Compensation

Stock-Based Compensation Expense

Stock-based compensation, measured at the grant date based on the fair value of the award, is typically recognized ratably over the requisite service period, using the straight-line method of expense attribution. The Company recorded stock-based compensation expense in the following categories of its unaudited condensed consolidated statements of operations (in thousands):

During the three and nine months ended September 30, 2026, stock-based compensation expense capitalized to property and equipment, netwas $4.1 million and $8.2 million, respectively. There wereno such costs capitalized during the three and nine months ended September 30, 2025.

The Company estimates the fair value of the stock option awards to employees, non-employees and non-employee members of the Board of Directors using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (i) the expected volatility of the Company's stock, (ii) the expected term of the award, (iii) the risk-free interest rate, and (iv) any expected dividends. Due to the lack of company-specific historical and implied volatility data, the Company based the estimate of expected volatility on the estimated and expected volatilities of a representative group of publicly traded companies. For these analyses, the Company selects companies with comparable characteristics including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of the Company’s stock price becomes available. For awards that qualify as “plain-vanilla” options, the Company estimates the expected life of the employee stock options using the “simplified” method, whereby, the expected life equals the average of the vesting term and the original contractual term of the option. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

The fair value of restricted stock units or restricted stock granted to employees, non-employees, and non-employee members of the Board of Directors is based on the fair value of the Company’s stock on the grant date. The Company elects to account for forfeitures as they occur rather than apply an estimated forfeiture rate to stock-based compensation expense.

AST LLC 2019 Equity Incentive Plan

Prior to the Business Combination, under the 2019 Equity Incentive Plan (“AST LLC Incentive Plan”), AST LLC was authorized to issue ordinary shares, as well as options exercisable for ordinary shares, as incentives to its employees, non-employees, and non-employee members of its Board of Directors. Following the Business Combination, no further grants were made or will be made under the AST LLC Incentive Plan. In connection with the Business Combination, the existing AST LLC options were reclassified into options to acquire AST LLC Incentive Equity Units, and there was no incremental compensation cost and the terms of the outstanding awards, including fair value, vesting conditions and classification, were unchanged. Each AST LLC Incentive Equity Unit is convertible into one AST LLC Common Unit and each AST LLC Common Unit is redeemable for one share of Class A Common Stock on the later of the (i) 24-month anniversary of the consummation of the Business Combination and (ii) six-month anniversary from the vesting date. The AST LLC Incentive Plan continues to govern the terms and conditions of the outstanding awards granted under it, except that in lieu of ordinary shares, holders of options under the AST LLC Incentive Plan have the right to exercise for AST LLC Incentive Units, which may then be converted into AST LLC Common Units, which may further be converted into shares of the Class A Common Stock.

There were two types of options granted under the AST LLC Incentive Plan: (1) service-based options and (2) performance-based options. Service-based options typically vest over afive year service period with 20% of the award vesting on the first anniversary of the employee’s commencement date, and the balance thereafter in 48 equal monthly installments. Certain service-based options also provide for accelerated vesting if there is a change in control or other performance condition as defined by the AST LLC Incentive Plan. Performance-based options typically vest on the earliest date that any of the following occurs: (i) AST LLC effects an initial public offering and becomes a reporting company, (ii) AST LLC experiences a change of control, or (iii) other specified performance conditions. Both service-based and performance-based options typically expire no later than 10 years from the date of grant.

As of September 30, 2026, AST LLC was authorized to issue a total of 12,812,959 ordinary shares under a reserve set aside for equity awards. As of September 30, 2026, there were 3,980,924 options outstanding under the AST LLC Incentive Plan. Following the Business Combination on April 6, 2021, no further equity award grants were made under the AST LLC Incentive Plan.

The following table summarizes the Company’s option activity under the AST LLC Incentive Plan for thenine months ended September 30, 2026:

Compensation cost related to options issued under the AST LLC Incentive Plan has been fully recognized except for performance-based options for which performance conditions were not deemed probable as of September 30, 2026.

SpaceMobile 2020 Incentive Award Plan

In connection with the Business Combination, the Company adopted the 2020 Incentive Award Plan (the “2020 Plan”). Awards may be made under the 2020 Plan covering an aggregate number of Class A Common Stock shares equal to 10,800,000. Any shares distributed pursuant to an award may consist, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market. The 2020 Plan provided for the grant of stock options, restricted stock, dividend equivalents, restricted stock units, incentive unit awards, stock appreciation rights, and other stock or cash-based awards. Each incentive unit issued pursuant to an award, if any, counted as one share for purposes of calculating the aggregate number of shares available for issuance under the 2020 Plan. On July 29, 2024, the 2020 Plan was replaced and superseded by the AST SpaceMobile, Inc. 2024 Incentive Award Plan. No new awards may be made under the 2020 Plan, although outstanding awards previously made under the 2020 Plan continue to be governed by the terms of the 2020 Plan. Refer below for further detail.

Two types of equity awards have been granted under the 2020 Plan: (1) service-based options and (2) service-based and performance-based restricted stock units. Service-based options typically vest over afour year service period with 25% of the award vesting on the first anniversary of the employee’s commencement date, and the balance thereafter in 36 equal monthly installments. Service-based restricted stock units typically vest over a four year service period with 25% of the award vesting on each anniversary of the employee’s vesting commencement date. Performance-based restricted stock units typically vest on the earliest date that any of the following occurs: (i) the Company attains an incremental capital investment or (ii) other specified performance conditions. Options typically expire no later than 10 years from the date of grant.

Stock Options

As of September 30, 2026, there were 1,713,606 options outstanding under the 2020 Plan.

The following table summarizes the Company’s option activity under the 2020 Plan for thenine months ended September 30, 2026:

As of September 30, 2026, total unrecognized compensation expense related to the unvested stock options under the 2020 Plan was$1.9 million, which is expected to be recognized over a weighted average period of 1.4 years.

Restricted Stock Units

As of September 30, 2026, there were 697,558 restricted stock units outstanding under the 2020 Plan.

The following table summarizes the Company’s unvested restricted stock unit activity for the nine months ended September 30, 2026:

As of September 30, 2026, total unrecognized compensation expense related to the unvested restricted stock units under the 2020 Plan was$6.5 million, which is expected to be recognized over a weighted average period of 1.3 years.

SpaceMobile 2024 Incentive Award Plan

On September 10, 2024, the Company’s stockholders approved the AST SpaceMobile, Inc. 2024 Incentive Award Plan, which replaced and superseded the 2020 Plan, effective July 29, 2024 (the “Effective Date”). On November 21, 2025, the Company’s stockholders approved the amended and restated AST SpaceMobile, Inc. 2024 Incentive Award Plan (as amended and restated, the “2024 Plan”), effective November 21, 2025. Awards may be made under the 2024 Plan covering an aggregate number of Class A Common Stock shares not to exceed the sum of (i)16,000,000 shares, which consists of (a)2,000,000 shares authorized for issuance under the 2024 Plan as of the Effective Date, (b)2,000,000 shares authorized for issuance, effective as of January 1, 2025, by the Company’s Board of Directors pursuant to the evergreen feature of the 2024 Plan discussed below, (c)2,000,000 shares authorized for issuance, effective January 1, 2026, by the Company’s Board of Directors pursuant to the evergreen feature of the 2024 Plan discussed below, and (d) an additional 10,000,000 shares authorized for issuance under the 2024 Plan, effective as of November 21, 2025, plus (ii) one share for every one share available for award under the 2020 Plan as of July 30, 2024. Any shares subject to an award under the 2024 Plan or the 2020 Plan that expires, is forfeited, otherwise terminates or is settled in cash, after the Effective Date, shall be added to the shares reserved for issuance under the 2024 Plan. In addition, the number of shares available for issuance under the 2024 Plan may increase on each January 1st occurring following the Effective Date in an amount up to 2,000,000 shares by action of the Company’s Board of Directors or its committee, as applicable. On each December 4, 2024 and December 30, 2025 in accordance with the evergreen feature, effective January 1, 2025 and January 1, 2026, respectively, an additional 2,000,000 shares of Common Stock were authorized by the Company’s Board of Directors to be issued under the 2024 Plan.

Any shares distributed pursuant to an award may consist, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market. The 2024 Plan provides for the grant of stock options, restricted stock, dividend equivalents, restricted stock units, incentive unit awards, stock appreciation rights, and other stock or cash-based awards. Each incentive unit issued pursuant to an award, if any, shall count as one share for purposes of calculating the aggregate number of shares available for issuance under the 2024 Plan.

Three types of equity awards have been granted under the 2024 Plan: (1) service-based options, (2) service-based and performance-based restricted stock units and (3) restricted stock to eligible directors serving on the Company’s Board of Directors. Service-based options typically vest over afour year service period with 25% of the award vesting on the first anniversary of the employee’s vesting commencement date, and the balance thereafter in 36 equal monthly installments. Service-based restricted stock units typically vest over a three year service period with 1/3 of the award vesting on each anniversary of the employee’s vesting commencement date. Restricted stock awarded to directors will vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next Annual Meeting of Stockholders following the grant date. Performance-based restricted stock units typically vest on the earliest date that any of the following occurs: (i) the Company attains an incremental capital investment, or (ii) other specified performance conditions.

Stock Options

As of September 30, 2026, there were 55,718 options outstanding under the 2024 Plan.

The following table summarizes the Company’s option activity under the 2024 Plan for thenine months ended September 30, 2026:

There wereno stock options granted under the 2024 Plan during thenine months ended September 30, 2026. The weighted-average grant-date fair value of stock options granted under the 2024 Plan during the nine months ended September 30, 2025 was $16.23.

At September 30, 2026, total unrecognized compensation expense related to the unvested stock options under the 2024 Plan was$0.5 million, which is expected to be recognized over a weighted average period of 2.3 years.

Restricted Stock Units and Restricted Stock

As of September 30, 2026, there were 10,748,842 restricted stock units and restricted stock outstanding under the 2024 Plan.

The following table summarizes the Company’s unvested restricted stock unit and restricted stock activity under the 2024 Plan for thenine months ended September 30, 2026:

As of September 30, 2026, total unrecognized compensation expense related to the unvested service-based restricted stock units, restricted stock, and performance-based restricted stock units for which performance conditions were probable as of September 30, 2026 under the 2024 Plan was$409.6 million, which is expected to be recognized over a weighted average period of 2.3 years.

SpaceMobile 2020 Employee Stock Purchase Plan

In connection with the Business Combination, the Company adopted the 2020 Employee Stock Purchase Plan (the “ESPP”). The aggregate number of Common Stock shares that may be issued pursuant to rights granted under the ESPP is 2,000,000 shares. If any right granted under the ESPP shall for any reason terminate without having been exercised, the shares not purchased under such right shall again become available for issuance under the ESPP. As of September 30, 2026, the Company had not issued any awards under the ESPP.

Income Taxes

The Company, organized as a C corporation, owns an equity interest in AST LLC in what is commonly referred to as an “Up-C” structure. For U.S. federal and state income tax purposes, AST LLC has elected to be treated as a partnership and does not pay any income taxes since its income and losses are included in the returns of the members. The portion of the Company’s taxable income or loss attributable to the noncontrolling interests of AST LLC is taxed directly to such members. Consequently, no provision for income taxes has been included in the financial statements related to this portion of taxable income. Certain foreign wholly-owned entities are taxed as corporations in the jurisdictions in which they operate, and accruals for such taxes are included in the consolidated financial statements. The Company has operations in India, the United Kingdom (“U.K.”), Spain and Israel with tax filings in each foreign jurisdiction.

The consolidated effective tax rate for the three and nine months ended September 30, 2026 was 2.17% and 0.21%, respectively, and the consolidated effective tax rate for the three and nine months ended September 30, 2025 was(0.23%) and(0.35%), respectively. The difference between the federal statutory tax rate of 21% and the effective tax rate is primarily driven by the Company’s Up-C organizational structure and allocation of AST LLC results to noncontrolling interest holders and the valuation allowance recorded against the Company’s net deferred tax assets. The Company recorded income tax benefits of $3.8 million and $1.5 million for the three and nine months ended September 30, 2026, respectively, primarily driven by research and development tax incentives available to the Company’s Spanish subsidiary. Under the Spanish government’s R&D incentive program, qualifying research and development expenditures incurred in Spain generate tax credits that may be applied against future income tax liabilities or, subject to certain conditions and limitations, refunded in cash. During the three months ended September 30, 2026, the Company recognized approximately $9.7 million of such credits related to tax years 2021 through 2025. Of this amount, approximately $5.2 million was recorded as a deferred tax asset and approximately $4.5 million was recorded as a tax credit receivable.

The Company recorded a net deferred tax asset for the difference between the book value and tax basis of the Company’s investment in AST LLC at the time of the Business Combination. The Company has assessed the realizability of its deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. As a result, the Company has recorded a full valuation allowance against its deferred tax asset resulting from the Business Combination. As of September 30, 2026, there is a valuation allowance recorded against certain deferred tax assets. Management believes it is more likely than not that the remaining deferred tax assets will be fully realized. The foreign deferred tax assets are subject to foreign exchange risk, which could reduce the amount the Company may ultimately realize.

The Company hadno uncertain tax positions as of September 30, 2026 and December 31, 2025.

In conjunction with the Business Combination, the Company also entered into the Tax Receivable Agreement (“TRA”) with AST LLC. Pursuant to the TRA, the Company is generally required to pay TRA holders (as defined in the TRA) (i)85% of the amount of savings, if any, in U.S. federal, state, local and foreign income tax that the Company actually realizes as a result of (A) existing tax basis of certain assets of AST LLC and its subsidiaries attributable to the AST LLC Common Units, (B) tax basis adjustments resulting from taxable exchanges of AST LLC Common Units acquired by the Company, (C) tax deductions in respect of portions of certain payments made under the TRA, and (D) certain tax attributes that are acquired directly or indirectly by the Company pursuant to a reorganization transaction. All such payments to the TRA holders (as defined in the TRA) are the obligations of the Company, and not those of AST LLC. As of September 30, 2026, there have been no TRA liabilities recorded.

Net Loss per Share

Basic and diluted net loss per share attributable to the holders of Class A Common Stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares outstanding during the period.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net loss per share of Class A Common Stock (in thousands, except share and per share data):

As of September 30, 2026, the Company excluded from the calculation of diluted earnings per share 11,215,111 shares of Class B Common Stock,78,163,078 shares of Class C Common Stock, and 12,999,503 shares of Class A Common Stock that may be issued pursuant to awards outstanding under the AST LLC Incentive Plan, the 2020 Plan and the 2024 Plan that are service-based and performance-based for which the underlying performance conditions are probable, and 40,277,100 shares of Class A Common Stock issuable upon conversion of the 20324.25% Convertible Notes, the 20322.375% Convertible Notes, the 20362.00% Convertible Notes, the 20362.25% Convertible Notes, and the 20341.625% Convertible Notes (on an as-converted basis) as their effect would have been to reduce the net loss per share. Therefore, the weighted-average number of shares of Class A Common Stock outstanding used to calculate both basic and diluted net loss per share of Class A Common Stock is the same.

Shares of Class B Common Stock and Class C Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B Common Stock and Class C Common Stock under the two-class method has not been presented.

Spectrum Usage Rights and Related Financing

On January 5, 2025, AST LLC entered into a binding agreement (the “Strategic Collaboration Term Sheet”) with Ligado Networks LLC (“Ligado LLC”) under which the Company will receive long-term access to up to 45 MHz of lower mid-band spectrum in the United States and Canada for direct-to-device satellite applications. The Strategic Collaboration Term Sheet was entered into as part of the restructuring of Ligado LLC, which together with certain of its direct and indirect subsidiaries (together with Ligado LLC, “Ligado”) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (“Bankruptcy Court”).

On March 22, 2025, pursuant to the Strategic Collaboration Term Sheet, the Company, AST LLC, Spectrum USA I, LLC, a subsidiary of AST LLC (“SpectrumCo”) and Ligado entered into certain definitive agreements that, among other things, provided for (1) a $550.0 million contingent payment from the Company to Ligado, (2) SpectrumCo’s obligation to make spectrum access usage payments of at least $80.0 million annually (“L-band Annual Payment”) (with the option to pay the excess of the amount owed by Ligado to utilize the L-band spectrum in Class A Common Stock of the Company for the first three years), and revenue share payments in exchange for the right to use up to 40 MHz of the L-band spectrum, (3) the Company’s obligation to pay a usage fee amount due in cash (plus a 30% premium with respect to each such payment payable, at the Company’s discretion, in cash or in Class A Common Stock of the Company) (the “Crown Castle Annual Payment”) for the right to use up to 5 MHz of the 1670-1675 MHz spectrum, and (4) issuance of 4,714,226 penny warrants, each of which entitles the holder to purchase one whole share of Class A Common Stock at a price of $0.01 per share (“Penny Warrants”), to Ligado. The Penny Warrants were exercised in full for 4,713,671 shares of Class A Common Stock on a cashless basis during the three months ended March 31, 2026.

On June 13, 2025, the Company announced a Settlement Term Sheet (the “Mediated Agreement”) among various parties including the Company, Ligado, Viasat, Inc. and Inmarsat Global Limited (“Inmarsat”). Pursuant to the Mediated Agreement, subject to confirmation of Ligado’s Chapter 11 plan and as long as the financial sponsors of Ligado provide a backstop commitment to Ligado that is acceptable to the Company, 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 (the “Backstop Commitment”), the Company agreed that, with respect to the $550.0 million otherwise owed to Ligado in connection with the Spectrum Usage Rights Transaction, the Company would 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 June 23, 2025, the Bankruptcy Court approved the transactions (the “Spectrum Usage Rights Transaction”) contemplated in the Strategic Collaboration Term Sheet. On or about September 29, 2025, the Bankruptcy Court confirmed Ligado’s Chapter 11 plan. On October 31, 2025, the Company made the $420.0 million payment to Ligado for the benefit of Inmarsat. On or about March 31, 2026, the Company made the $100.0 million payment in accordance with the Mediated Agreement. Per the Mediated Agreement, the funds were intended to be for the benefit of Inmarsat and paid over to Inmarsat. However, by order of the Bankruptcy Court dated April 2, 2026, the $100.0 million payment has been placed in escrow. Distribution of these funds following their release from escrow is subject to effectiveness of Ligado’s Chapter 11 plan or further order of the Bankruptcy Court. The Company presented the $520.0 million payments as capital advances to Ligado within Other non-current assets in the Company’s unaudited condensed consolidated balance sheets. The remaining obligations in the Mediated Agreement constitute an off-balance sheet commitment as of September 30, 2026 whose obligations were not recognized in the consolidated financial statements.

The Backstop Commitment provided by Ligado’s financial sponsors has been memorialized in an amendment to Ligado’s debtor in possession financing arrangements and has been approved by the Bankruptcy Court. The funds under the $520.0 million Backstop Commitment will be available to be drawn by Ligado only in the event the applicable regulatory approvals are not obtained in accordance with the definitive documents between the Company and Ligado, and is subject to the satisfaction of certain other limited conditions. The proceeds of the Backstop Commitment can only be used to refund the Company for the amount that the Company paid to Ligado for the benefit of Inmarsat prior to receipt of the applicable regulatory approvals.

To support consideration payments in connection with the Spectrum Usage Rights Transaction, on July 15, 2025 (the “Credit Facility Closing Date”), SpectrumCo entered into a credit agreement (the “Sound Point Credit Agreement”) with Sound Point Agency LLC, as administrative agent and collateral agent, and the lenders from time to time party thereto. The Sound Point Credit Agreement provided for a non-recourse senior-secured delayed-draw term loan facility (the “Sound Point Credit Facility”) in an aggregate principal amount of $550.0 million (“Loan Amount”). The Sound Point Credit Facility was available to SpectrumCo to draw until October 5, 2026 with an option to extend for an additional 180 days (“Availability Period”) subject to payment of an additional 1% fee on the Loan Amount. On October 5, 2026, the Sound Point Credit Facility expired and the Company did not exercise the option to extend. Additionally, on October 31, 2025, BackstopCo entered into the UBS Loan Agreement with UBS AG, Stamford Branch, as lender. The UBS Loan Agreement provides for a cash collateralized UBS Loan Facility in an aggregate principal amount of $420.0 million. Refer to Note 7 Debt in the Company’s 2025 Annual Report on Form 10-K for more details.

As of September 30, 2026, the Company recorded $262.2 million of advanced consideration for the spectrum usage rights asset being acquired by the Company through the Spectrum Usage Rights Transaction within Intangible assets, net in the unaudited condensed consolidated balance sheets that consisted of $121.2 million representing the grant date fair value of the Penny Warrants issued to Ligado, $103.1 million in payments made towards the L-band Annual Payment and revenue share payments, $31.3 million in payments made towards the Crown Castle Annual Payment, and approximately $6.6 million of direct third-party transaction costs. The closing of the Spectrum Usage Rights Transaction is still subject to receipt of satisfactory regulatory approvals required for the proposed use of the spectrum, as well as other closing conditions.

14. Vodafone Joint Venture

On July 7, 2025, the Company and Vodafone entered into an agreement to create SatCo, a jointly-owned European satellite service business headquartered in Luxembourg, to exclusively distribute the Company’s broadband satellite services to MNOs in European markets. In addition, SatCo is expected to deploy a small network of earth stations that integrate with operators of existing 4G/5G terrestrial networks, providing backhaul links, as well as extended coverage across Europe from the anticipated satellite constellation in LEO. Upon formation of the joint venture, the Company contributed exclusive distribution rights at a determined fair value of approximately $23.5 million, as a non-cash consideration, in return for a $5.9 million equity investment in SatCo and a $17.6 million receivable from SatCo that carries an annual interest of 6.6%. During the three and nine months ended September 30, 2026, the Company paid $11.6 million in cash related to an additional equity investment in SatCo. The Company recognized interest income of $0.3 million and $0.8 million during the three andnine months ended September 30, 2026, respectively. Both the equity investment and the accrued balance of the receivable are reported within Other non-current assets in the unaudited condensed consolidated balance sheets. The Company accounted for the difference between the fair value of the exclusive distribution rights and its cost basis as non-current contract liabilities which the Company expects to recognize over the exclusivity period commencing with the initiation of commercial services.

SatCo is a variable interest entity of which the Company is not a primary beneficiary, and the Company accounts for its investment using the equity method of accounting. During the three and nine months ended September 30, 2026, the Company recognized a loss from equity method investment of $1.4 million and $6.7 million, respectively, for its proportional share of SatCo’s loss and reduced the carrying value of the equity method investment. The loss from equity method investment is reported within Other expense, net in the unaudited condensed consolidated statements of operations. In addition, the Company recognized related party revenue of $1.4 million and $11.2 million from gateway equipment sales to SatCo for the three andnine months ended September 30, 2026, respectively, and eliminated the intra-entity profit on such sale through an increase in loss from the equity method investment.

15. Subsequent Events

On November 6, 2026, the Company entered into a license agreement (the “License Agreement”) and a Supply and Services Agreement (the “Supply and Services Agreement”) with Firefly Aerospace, Inc. (“Firefly”) to build its own 20-ton rocket (“Blacklift”) to deploy BB satellites in LEO using Miranda and Vira engines from Firefly.

Pursuant to the License Agreement, Firefly will grant the Company a perpetual license to manufacture the Miranda and vacuum-variant Vira engines. In consideration for the license, the Company will pay Firefly $400.0 million in cash and an estimated 10 to 14 millionin shares of the Company’s Class A Common Stock, a portion of which is subject to lock-up, as determined by a forward VWAP calculation. The shares will be issued pursuant to an effective registration statement of the Company filed with the Securities and Exchange

Commission; however,2.4 million shares will be freely tradable at closing, with the remaining shares subject to a lock-up that permits additional shares to be sold at six months, one year and three years post-closing.

Pursuant to the Supply and Services Agreement, Firefly will supply the Company engines for the first three Blacklift rockets and provide engineering and other support services over a three-year period. As consideration for the Supply and Services Agreement, the Company will pay Firefly (1) a services fee of $250.0 million over a three-year period and (2) a hardware fee of $250.0 million for the delivery of the engines for its first three rockets.

Closing of the License Agreement and the Supply and Services Agreement is expected to occur in the fourth quarter of 2026, subject to customary closing conditions.

On November 6, 2026, the Company and Rakuten Group, Inc. (“Rakuten”) agreed to establish a joint venture (“Rakuten AST, Inc.” or “RAST”) in Japan to own and operate a constellation of mid-band LEO satellites (“J-LEO Constellation”). The J-LEO Constellation is expected to be capable of providing direct-to-device (“D2D”) communications network in Japan to commercially available devices including in the event of disasters and other emergencies, and D2D communications network globally subject to regulatory approvals.

Rakuten and the Company own 51% and 49%, respectively, of the voting common shares in RAST. Common share contributions were de minimis. The Japanese Ministry of Internal Affairs and Communications (the “Japanese MIC”) selected the joint proposal from Rakuten’s preparatory company and Rakuten Mobile, Inc. for the publicly solicited "J-LEO: Japan Low Earth Orbit Satellite Communications Project". RAST is expected to receive a grant of up to JPY 148.0 billion (approximately $938.0 million based on a dollar/yen exchange rate of 157.75) over approximately three years to deploy and manage the J-LEO Constellation. RAST is expected to be funded by the grant award and the Company’s investments in RAST through preferred shares subscriptions, as discussed below. Such funds will be used to buy satellites, launch support services, and software licenses from the Company, and establish the infrastructure to deploy and manage the J-LEO Constellation.

The Company will subscribe for no-coupon preferred shares to fund the remaining cost (above the grant award) for the deployment of the J-LEO Constellation. The preferred shares will have a liquidation preference over common shares in case of dissolution or termination of RAST. The J-LEO Constellation will be used by RAST and Rakuten to provide services in Japan and three exclusive markets. RAST will receive 100% of the revenue generated in the three exclusive markets. The remaining capacity of the J-LEO Constellation will be used solely by the Company to provide services to its customers worldwide subject to regulatory approvals, with the Company sharing a pre-determined low single digit percentage of qualifying revenue with RAST. The revenue earned by RAST is expected to be used, subject to shareholders deciding otherwise, to reinvest in expanding the constellation and buying additional satellites from the Company.

The joint venture agreement (“Joint Venture Agreement”) contemplates a series of commercial agreements to be entered into by RAST, Rakuten and the Company, including a satellite supply agreement (the “Satellite Supply Agreement”) and a Mission Control and Monitoring System Software License Agreement (the “Rakuten License Agreement”) that were signed as part of the closing of the joint venture. Under the Satellite Supply Agreement, the Company will supply satellites to RAST. Under the Rakuten License Agreement, the Company will provide a non-exclusive, non-transferable and non-sublicensable license to RAST of the Company’s mission control and monitoring software to establish the Japan satellite operations center and the Japan payload operations center. In consideration for the license, RAST will pay the Company a one-time license fee of $75.0 million.

The term of the joint venture ends on the later of (i) the 8th anniversary of the Joint Venture Agreement closing or (ii) the permanent retirement of the last satellite, unless extended or terminated earlier pursuant to the terms of the Joint Venture Agreement.