AST SpaceMobile reveals terms for one billion dollar convertible notes offering

AST SpaceMobile reveals terms for one billion dollar convertible notes offering
by Clarence Oxford
Los Angeles CA (SPX) Oct 23, 2025

AST SpaceMobile, Inc., developer of the first space-based cellular broadband network that works directly with standard smartphones, has finalized pricing for a $1 billion private convertible senior notes offering due 2036. The offering, up from the previously announced $850 million, is scheduled to settle on October 24, 2025, pending customary closing conditions.

The convertible notes start with a price of roughly $96.30 per share of AST SpaceMobile's Class A common stock, reflecting a 22.5 percent premium over the October 21, 2025 closing price. Purchasers of the notes may also acquire up to an additional $150 million in principal over a 13-day window after issuance.

Net proceeds should reach approximately $981.9 million or up to $1,129.2 million if the additional option is exercised. Funds will support AST SpaceMobile's global satellite network deployment and expansion into new markets for both commercial and government applications.

The notes, senior and unsecured, will mature January 15, 2036. Noteholders will generally be permitted to convert under certain conditions before October 15, 2035, and at any time from then until maturity. The conversion rate offers 10.3845 shares per $1,000 principal, at an initial conversion price of about $96.30 per share, subject to adjustments. AST SpaceMobile can settle these conversions with cash, stock, or a combination. Redemption is not permitted before January 22, 2029. After that date, AST SpaceMobile may opt to redeem for cash if defined liquidity and share price conditions are satisfied.

Upon certain fundamental changes, such as corporate events or announced redemptions, noteholders may receive a higher conversion rate. Repurchase rights are triggered by qualifying corporate actions, allowing for redemption at 100 percent of principal plus accrued interest.

The notes are offered only to qualified institutional buyers in a private transaction, and are not registered for sale to the general public. This announcement does not constitute an offer or solicitation in any jurisdiction where prohibited.

In parallel, AST SpaceMobile has priced a registered direct offering of about 2 million shares of Class A common stock at $78.61 per share, set to close October 29, 2025. Proceeds from this sale, with available company cash, will fund repurchase of $50 million in principal of existing 4.25 percent convertible senior notes due 2032.

The company negotiated transactions to buy back a portion of its outstanding notes; some holders may adjust their market positions in AST SpaceMobile shares, potentially impacting share and note prices. Neither the completion of the notes offering nor the share sale is contingent on the other.

AST SpaceMobile designs the only global cellular network for unmodified mobile devices, aiming to bridge connectivity gaps worldwide. The company cautions that forward-looking statements about closing conditions, market impacts, and repurchase activities involve substantial risk, and refers investors to SEC filings for a comprehensive risk assessment.