AST SpaceMobile prices $1 billion convertible notes offering due 2034

AST SpaceMobile, Inc. (NASDAQ: ASTS) announced the pricing of $1.0 billion in aggregate principal amount of 1.625% convertible senior notes due 2034, offered in a private placement to qualified institutional buyers under Rule 144A.

The notes carry an initial conversion price of approximately $79.57 per share of Class A common stock, representing a 20% premium over the July 15, 2026 closing price of $66.31 per share on the Nasdaq Global Select Market. The offering is expected to settle on July 20, 2026, subject to customary closing conditions.

AST SpaceMobile also granted initial purchasers an option to buy up to an additional $150.0 million in notes within 13 days of issuance. Net proceeds are estimated at approximately $983.6 million, or approximately $1.13 billion if the option is exercised in full, after deducting discounts, commissions, and offering expenses.

The company said it intends to use $96.9 million of proceeds to fund capped call transactions, which carry an initial cap price of $149.20 per share, a 125% premium over the July 15 closing price. The capped calls are designed to reduce potential dilution upon note conversion. Remaining proceeds are intended for growth initiatives, securing orbital access, and potential partnerships or acquisitions to vertically integrate its business.

The notes will mature on February 1, 2034, with interest paid semiannually beginning February 1, 2027. The notes are senior unsecured obligations and are not redeemable prior to maturity. Holders may convert the notes under specified conditions before November 1, 2033, and freely thereafter until two trading days before maturity.

The notes and any shares issuable upon conversion have not been registered under the Securities Act of 1933 and may not be publicly offered or sold in the United States absent an applicable exemption.

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