AST SpaceMobile, Inc. (ASTS) · Insider Trading (Form 4) SEC Filing

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-06-22 10b5-1 Pre-arranged Plan: No --- Issuer --- Name: AST SpaceMobile, Inc. (ASTS) CIK: 0001780312 --- Reporting Owner --- Name: Avellan Abel Antonio CIK: 0001680225 Role: Director, Officer (Chief Executive Officer), 10%+ Owner --- Derivative Transactions --- [Transaction #1] Security: Forward contract (obligation to sell) Date: 2026-06-22 | Code: J (Other acquisition/disposition) Shares: +2,500,000 Shares Owned After: 2,500,000 | Ownership: I (Indirect) | Nature: See Footnote Footnotes: [F1] On June 22, 2026, AA Gables 2, LLC ("AA Gables 2") entered into a master confirmation, supplemental confirmation and pricing notice under Rule 144 under the Securities Act of 1933, as amended, in respect of a variable prepaid forward transaction (the "Forward Contract") with an unaffiliated dealer covering up to a maximum of 2,500,000 shares of the Issuer's Class A Common Stock (the "Subject Shares"). The Forward Contract obligates AA Gables 2 to deliver to the dealer up to the Subject Shares (or at AA Gables 2's election, an equivalent amount of cash) on specified dates in March of 2028. The transaction is divided into four components, each comprising up to 625,000 shares of Class A Common Stock (the "Component Shares"). [F2] (Continued from Footnote 1) The number of Component Shares (or the equivalent amount of cash if AA Gables 2 elects cash settlement), to be delivered to the dealer on the related settlement date will be based on the volume-weighted average price per share of Class A Common Stock on the related valuation date (the "Settlement Price"). [F3] The number of shares of Class A Common Stock (or, in each case, the equivalent amount of cash if AA Gables 2 elects cash settlement), to be delivered to the dealer at settlement will be determined as follows: (A) if the Settlement Price is less than or equal to $59.58 (the "Floor Price"), AA Gables 2 will deliver the Component Shares; (B) if the Settlement Price is less than or equal to $111.72 (the "Cap Price"), but greater than the Floor Price, AA Gables 2 will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and [F4] (Continued from Footnote 3) (C) if the Settlement Price is greater than the Cap Price, AA Gables 2 will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price. [F5] In exchange for assuming these obligations, AA Gables 2 received an upfront aggregate cash payment of approximately $146.7 million. AA Gables 2 has pledged 2,500,000 common units of AST & Science, LLC (the "Pledged Securities") to secure its obligations under the Forward Contract. AA Gables 2 will retain voting rights in the Pledged Securities during the term of the Forward Contract. [F1] On June 22, 2026, AA Gables 2, LLC ("AA Gables 2") entered into a master confirmation, supplemental confirmation and pricing notice under Rule 144 under the Securities Act of 1933, as amended, in respect of a variable prepaid forward transaction (the "Forward Contract") with an unaffiliated dealer covering up to a maximum of 2,500,000 shares of the Issuer's Class A Common Stock (the "Subject Shares"). The Forward Contract obligates AA Gables 2 to deliver to the dealer up to the Subject Shares (or at AA Gables 2's election, an equivalent amount of cash) on specified dates in March of 2028. The transaction is divided into four components, each comprising up to 625,000 shares of Class A Common Stock (the "Component Shares"). [F2] (Continued from Footnote 1) The number of Component Shares (or the equivalent amount of cash if AA Gables 2 elects cash settlement), to be delivered to the dealer on the related settlement date will be based on the volume-weighted average price per share of Class A Common Stock on the related valuation date (the "Settlement Price"). [F3] The number of shares of Class A Common Stock (or, in each case, the equivalent amount of cash if AA Gables 2 elects cash settlement), to be delivered to the dealer at settlement will be determined as follows: (A) if the Settlement Price is less than or equal to $59.58 (the "Floor Price"), AA Gables 2 will deliver the Component Shares; (B) if the Settlement Price is less than or equal to $111.72 (the "Cap Price"), but greater than the Floor Price, AA Gables 2 will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and [F4] (Continued from Footnote 3) (C) if the Settlement Price is greater than the Cap Price, AA Gables 2 will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price. [F5] In exchange for assuming these obligations, AA Gables 2 received an upfront aggregate cash payment of approximately $146.7 million. AA Gables 2 has pledged 2,500,000 common units of AST & Science, LLC (the "Pledged Securities") to secure its obligations under the Forward Contract. AA Gables 2 will retain voting rights in the Pledged Securities during the term of the Forward Contract. [F1] On June 22, 2026, AA Gables 2, LLC ("AA Gables 2") entered into a master confirmation, supplemental confirmation and pricing notice under Rule 144 under the Securities Act of 1933, as amended, in respect of a variable prepaid forward transaction (the "Forward Contract") with an unaffiliated dealer covering up to a maximum of 2,500,000 shares of the Issuer's Class A Common Stock (the "Subject Shares"). The Forward Contract obligates AA Gables 2 to deliver to the dealer up to the Subject Shares (or at AA Gables 2's election, an equivalent amount of cash) on specified dates in March of 2028. The transaction is divided into four components, each comprising up to 625,000 shares of Class A Common Stock (the "Component Shares"). [F2] (Continued from Footnote 1) The number of Component Shares (or the equivalent amount of cash if AA Gables 2 elects cash settlement), to be delivered to the dealer on the related settlement date will be based on the volume-weighted average price per share of Class A Common Stock on the related valuation date (the "Settlement Price"). [F3] The number of shares of Class A Common Stock (or, in each case, the equivalent amount of cash if AA Gables 2 elects cash settlement), to be delivered to the dealer at settlement will be determined as follows: (A) if the Settlement Price is less than or equal to $59.58 (the "Floor Price"), AA Gables 2 will deliver the Component Shares; (B) if the Settlement Price is less than or equal to $111.72 (the "Cap Price"), but greater than the Floor Price, AA Gables 2 will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and [F4] (Continued from Footnote 3) (C) if the Settlement Price is greater than the Cap Price, AA Gables 2 will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price. [F5] In exchange for assuming these obligations, AA Gables 2 received an upfront aggregate cash payment of approximately $146.7 million. AA Gables 2 has pledged 2,500,000 common units of AST & Science, LLC (the "Pledged Securities") to secure its obligations under the Forward Contract. AA Gables 2 will retain voting rights in the Pledged Securities during the term of the Forward Contract. [F1] On June 22, 2026, AA Gables 2, LLC ("AA Gables 2") entered into a master confirmation, supplemental confirmation and pricing notice under Rule 144 under the Securities Act of 1933, as amended, in respect of a variable prepaid forward transaction (the "Forward Contract") with an unaffiliated dealer covering up to a maximum of 2,500,000 shares of the Issuer's Class A Common Stock (the "Subject Shares"). The Forward Contract obligates AA Gables 2 to deliver to the dealer up to the Subject Shares (or at AA Gables 2's election, an equivalent amount of cash) on specified dates in March of 2028. The transaction is divided into four components, each comprising up to 625,000 shares of Class A Common Stock (the "Component Shares"). [F2] (Continued from Footnote 1) The number of Component Shares (or the equivalent amount of cash if AA Gables 2 elects cash settlement), to be delivered to the dealer on the related settlement date will be based on the volume-weighted average price per share of Class A Common Stock on the related valuation date (the "Settlement Price"). [F3] The number of shares of Class A Common Stock (or, in each case, the equivalent amount of cash if AA Gables 2 elects cash settlement), to be delivered to the dealer at settlement will be determined as follows: (A) if the Settlement Price is less than or equal to $59.58 (the "Floor Price"), AA Gables 2 will deliver the Component Shares; (B) if the Settlement Price is less than or equal to $111.72 (the "Cap Price"), but greater than the Floor Price, AA Gables 2 will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and [F4] (Continued from Footnote 3) (C) if the Settlement Price is greater than the Cap Price, AA Gables 2 will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price. [F5] In exchange for assuming these obligations, AA Gables 2 received an upfront aggregate cash payment of approximately $146.7 million. AA Gables 2 has pledged 2,500,000 common units of AST & Science, LLC (the "Pledged Securities") to secure its obligations under the Forward Contract. AA Gables 2 will retain voting rights in the Pledged Securities during the term of the Forward Contract. [F6] Mr. Avellan is the sole member and managing member of AA Gables 2. --- Footnotes (Complete Index) --- F1: On June 22, 2026, AA Gables 2, LLC ("AA Gables 2") entered into a master confirmation, supplemental confirmation and pricing notice under Rule 144 under the Securities Act of 1933, as amended, in respect of a variable prepaid forward transaction (the "Forward Contract") with an unaffiliated dealer covering up to a maximum of 2,500,000 shares of the Issuer's Class A Common Stock (the "Subject Shares"). The Forward Contract obligates AA Gables 2 to deliver to the dealer up to the Subject Shares (or at AA Gables 2's election, an equivalent amount of cash) on specified dates in March of 2028. The transaction is divided into four components, each comprising up to 625,000 shares of Class A Common Stock (the "Component Shares"). F2: (Continued from Footnote 1) The number of Component Shares (or the equivalent amount of cash if AA Gables 2 elects cash settlement), to be delivered to the dealer on the related settlement date will be based on the volume-weighted average price per share of Class A Common Stock on the related valuation date (the "Settlement Price"). F3: The number of shares of Class A Common Stock (or, in each case, the equivalent amount of cash if AA Gables 2 elects cash settlement), to be delivered to the dealer at settlement will be determined as follows: (A) if the Settlement Price is less than or equal to $59.58 (the "Floor Price"), AA Gables 2 will deliver the Component Shares; (B) if the Settlement Price is less than or equal to $111.72 (the "Cap Price"), but greater than the Floor Price, AA Gables 2 will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and F4: (Continued from Footnote 3) (C) if the Settlement Price is greater than the Cap Price, AA Gables 2 will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price. F5: In exchange for assuming these obligations, AA Gables 2 received an upfront aggregate cash payment of approximately $146.7 million. AA Gables 2 has pledged 2,500,000 common units of AST & Science, LLC (the "Pledged Securities") to secure its obligations under the Forward Contract. AA Gables 2 will retain voting rights in the Pledged Securities during the term of the Forward Contract. F6: Mr. Avellan is the sole member and managing member of AA Gables 2. --- Signature --- /s/ /s/ Abel Avellan (2026-06-23)