AST SpaceMobile Convertible Notes Offering
AST SpaceMobile convertible notes offering and concurrent repurchases reshape near-term capital plans and could alter equity supply and debt cost.
KEY TAKEAWAYS
- Priced $1.0 billion 2.3% convertible senior notes due April 15, 2036.
- Privately negotiated repurchases totaled about $297 million funded by registered direct stock offerings.
- Net proceeds targeted to accelerate spectrum deployment, monetize AI technology and pay higher-interest debt.
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AST SpaceMobile priced convertible notes on February 12, 2026, announcing a private placement alongside simultaneous repurchases and registered stock sales aimed at accelerating spectrum deployment and reducing higher-interest debt.
Convertible Notes Terms and Repurchases
The company filed a Form 8-K on February 11, 2026, detailing a Rule 144A private placement of $1.0 billion aggregate principal in convertible senior notes due April 15, 2036. The notes carry a 2.250% coupon payable semiannually and are senior unsecured obligations convertible into cash, shares, or a combination at AST SpaceMobile’s discretion. Initial purchasers have an option to acquire up to $150 million in additional notes, with settlement expected on February 17, 2026, and the option subject to separate settlement by February 20. The notes and any conversion shares will be unregistered under the Securities Act and offered only in exempt transactions.
Concurrently, AST SpaceMobile priced privately negotiated repurchases totaling $296.5 million in principal of existing convertible notes: $46.5 million of 4.25% notes due 2032 and $250 million of 2.375% notes due 2032. These repurchases are funded by concurrent registered direct offerings of Class A common stock. Each registered offering and its related repurchase are cross-conditional, but the new notes offering is not contingent on these repurchases or the registered offerings.
The company intends to use net proceeds from the notes offering for general corporate purposes, including accelerating global deployment of controlled spectrum bands, monetizing proprietary technology related to artificial intelligence, enhancing U.S. government space investments, reducing higher-interest debt, and making opportunistic investments to advance SpaceMobile Service capabilities. AST SpaceMobile may pursue additional repurchases after completing the notes offering. Forward-looking statements about timing, size, and completion are subject to customary risks.
Settlement of the new notes is expected on February 17, 2026, subject to customary closing conditions. The repurchases and registered offerings are also subject to closing conditions that may affect their completion.
