SCHEDULE: AST SpaceMobile CEO Amends Forward Contract Terms

Abel Avellan, CEO of AST SpaceMobile, amended a forward contract for 2.5 million Class A shares, adjusting settlement dates and price thresholds, and received an additional $10.7 million.

Summary

• Abel Avellan, Chairman and CEO of AST SpaceMobile, Inc., filed Amendment No. 16 to his Schedule 13D.
• The amendment reports no change in Avellan's beneficial ownership of 78,163,078 shares of Class A Common Stock, representing 21.9% of the class.
• This percentage is based on 356,933,188 shares of Class A Common Stock outstanding as of November 19, 2025, including shares issuable upon redemption of AST Common Units.
• Avellan maintains a 72.9% voting interest in the Issuer through his ownership of all Class C Common Stock.
• The filing is primarily due to an increase in the Issuer's total outstanding Class A Common Stock, not transactions by Avellan.
• AA Gables, LLC, an entity solely owned by Avellan, amended a Prepaid Variable Share Forward Transaction with Citibank, N.A.
• The amendment adjusted the settlement dates for up to 2,500,000 Class A Common Stock shares to March 2027.
• New Floor Price set at $56.0564 and Cap Price at $79.6590.
• AA Gables received an additional cash payment of approximately $10.7 million as a result of the amendment, bringing total proceeds from the contract to $52.7 million.

Sentiment

Score: 6

Explanation: The filing is largely administrative, updating beneficial ownership percentages due to an increase in outstanding shares and detailing an amendment to a personal forward contract. The receipt of an additional $10.7 million by the CEO's entity is a positive for the individual, and the extension of the forward contract settlement dates could be seen as a neutral to slightly positive development, providing more time. There are no major negative operational or financial disclosures for the company itself.

Positives

• AA Gables, an entity controlled by Abel Avellan, received an additional cash payment of approximately $10.7 million from the amendment to the Forward Contract.
• The amendment extends the settlement dates for the forward contract to March 2027, potentially providing more time for share price appreciation or strategic flexibility.

Negatives

• The forward contract involves a significant number of shares (2,500,000) which could be delivered to the dealer, potentially increasing the float or creating selling pressure if settled in shares.
• The amendment to the forward contract, while providing cash, also sets specific price thresholds (Floor Price $56.0564, Cap Price $79.6590) that dictate the number of shares or cash to be delivered, introducing a structured risk/reward profile for the shares involved.

Risks

• The settlement of the Forward Contract in March 2027 could result in AA Gables delivering a substantial number of Class A Common Stock shares, potentially increasing the public float and impacting share price.
• The value of the shares delivered (or cash equivalent) at settlement is dependent on the future volume-weighted average price of Class A Common Stock relative to the Floor Price and Cap Price, introducing market price risk.

Future Outlook

The amendment to the forward contract extends the settlement dates to March 2027, indicating a longer-term view on the underlying shares and potentially providing more time for the company's strategic initiatives to mature before the contract's final settlement.

Management Comments

• The Reporting Person did not redeem or exchange AST Common Units as of November 19, 2025.
• The Reporting Person expressly disclaims beneficial ownership of the shares of Class A Common Stock beneficially held by the other Stockholders Parties.
• This Amendment No. 16... is being filed solely due to an increase in the Issuer's total number of outstanding shares of Class A Common Stock and not as a result of any transactions by the Reporting Person.

Industry Context

This filing primarily concerns a change in a personal derivative contract of the CEO and an update to beneficial ownership percentages due to share count changes. It does not directly provide insights into broader industry trends or competitive landscape, but AST SpaceMobile operates in the satellite-to-cell broadband industry, a nascent and capital-intensive sector. The CEO's financial arrangements reflect personal financial planning rather than direct company strategy in the industry.

Related Party Transactions

• Abel Avellan, the Reporting Person and CEO, is the sole member and managing member of AA Gables, LLC, which entered into the Forward Contract amendment. This constitutes a related party transaction as it involves the CEO's personal entity and the company's stock.

Stakeholder Impact

• Shareholders: The increase in outstanding Class A Common Stock dilutes existing shareholders' percentage ownership, though this filing states it's not due to Avellan's transactions. The potential future delivery of 2.5 million shares under the forward contract could further impact the float.

Next Steps

• Settlement of the Forward Contract components on specified dates in March 2027.
• Potential redemption or exchange of AST Common Units by the Reporting Person for Class A Common Stock or cash after April 6, 2022.

Key Dates

Recommendation

This filing is primarily an administrative update to a Schedule 13D, reflecting changes in outstanding share count and an amendment to a personal derivative contract of the CEO. It does not contain new operational or financial performance data for AST SpaceMobile that would warrant a change in investment thesis. The extension of the forward contract settlement dates and the additional cash received by the CEO's entity are minor developments that do not fundamentally alter the company's investment profile. Investors should hold and await more substantive operational or financial updates.

Keywords

AST SpaceMobile, Abel Avellan, Schedule 13D, Beneficial Ownership, Forward Contract, Class A Common Stock, Voting Interest, SEC Filing, Equity Derivatives, Shareholder Update