AST SpaceMobile, Inc.

For a detailed discussion of the risks and uncertainties related to our business, please refer to the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 2, 2026. There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, except as specified below.

We may not be able to launch our satellites, or operate our satellites after launch, successfully.

We rely on third parties to launch our satellites. If we fail to find third parties to launch our satellites or if the third parties fail to perform or delay their performance, the SpaceMobile Service may not be made operational in the anticipated timeframe or at all. There are a limited number of third parties with the capabilities to launch our satellites, some of which have launched services that could compete with the SpaceMobile Service and some of which only have a limited track record of being capable of launching our satellites. We have entered into launch agreements with multiple launch service providers that we believe will enable us to launch over 100 BB satellites by the end of 2028. Additionally, we have access to certain priority launches for U.S. Government missions alongside the DPAS rated program. Although we have secured contracts with various launch providers and have access to priority launches for U.S. Government missions alongside the DPAS rated program, our launch partners may encounter launch, deployment, or in-orbit delays or failures. Such delays or failures could slow the anticipated timeline of the SpaceMobile Service, our planned launch campaign or even lead to the damage or complete loss of our satellites, which would materially adversely affect our business, financial condition and results of operations.

We do not presently have long-term contracts with third parties to launch all of the satellites which we intend to launch.

Also, we may not be able to operate our satellites successfully due to mechanical deployment failures after launch or problems occurring during the deployment once in space. In addition, we may not achieve the desired altitudes to operate our satellites which could result in a failure of our satellites to operate as planned.

We may experience delays or other complications in the design and manufacture of Blacklift or could experience delayed launches or launch failures.

On November 6, 2026, we entered into a License Agreement and a Supply and Services Agreement with Firefly to build Blacklift, our own 20-ton rocket to deploy BB satellites in LEO using Miranda and Vira engines from Firefly. The successful development of our Blacklift rockets and related technology involves many uncertainties, some of which are beyond our control, including:

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timing in finalizing design and specifications;

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successful completion of test programs and demonstration missions;

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whether we will receive and the timing of receipt of licenses and government approvals;

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meeting stated technological objectives and goals for the design on time, on budget and within target cost objectives;

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our ability to obtain additional required approvals, licenses or certifications from regulatory agencies and maintain current approvals, licenses or certifications;

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performance of our manufacturing facility despite the risks of events or occurrences that could disrupt productions, such as natural disasters;

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performance of a limited number of suppliers for certain raw materials and supplied components and their willingness to do business with us;

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performance of our third-party contractors that support our research and development activities; and

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our ability to continue funding and maintaining our research and development activities.

Additionally, even if we are able to successfully develop and manufacture our Blacklift rockets, we may experience delayed launches or launch failures. Delays in launching launch vehicles are common and can result from manufacturing delays, supply chain delays, natural or man-made disasters, adverse weather conditions or issues at the facilities used for testing, training, and operating space-related activities, including launch sites, delays in obtaining required regulatory approvals, regulatory standards preventing us from launching at certain times, unexpected national priority events, launch failures, and unexpected events or disruptions that occur during transportation of launch vehicles or other equipment to the launch payload processing facility. If launch vehicle schedules are not met, a launch opportunity may not be available at the time the satellites are ready to be launched. In addition, launch vehicles or satellite deployment mechanisms may fail, which could result in the destruction of any satellites we have in that launch vehicle or an inability for the satellites to perform their intended mission.

Any delays or other complications in the design and manufacture of Blacklift or delayed launches or launch failures in the future could materially adversely affect our business, financial condition and results of operations.