SCHEDULE: AST SpaceMobile Founder's Stake Dips to 22% After Dilution

Abel Avellan's beneficial ownership in AST SpaceMobile, Inc. decreased to 22.0% due to new share issuances, not personal sales.

Summary

• Abel Avellan's beneficial ownership of AST SpaceMobile, Inc. Class A Common Stock decreased to 22.0%.
• This reduction is due to an increase in the total outstanding shares of Class A Common Stock, not from any sales by Mr. Avellan.
• The increase in outstanding shares resulted from a registered direct offering of 2,048,849 shares to repurchase $50.0 million of 4.25% convertible senior notes due 2032, completed on October 29, 2025.
• Additional shares were issued and sold under an at-the-market (ATM) facility, as described in prospectus supplements dated October 7, 2025.
• Mr. Avellan continues to beneficially own 78,163,078 shares of Class A Common Stock, which are issuable upon redemption of AST Common Units.
• He maintains a 73.0% voting interest in the Issuer through his ownership of all Class C Common Stock.
• The total Class A Common Stock outstanding, including shares issuable to Mr. Avellan, is now 355,703,678 shares.

Sentiment

Score: 5

Explanation: Neutral to slightly negative for the reporting person's stake, but potentially positive for the company's balance sheet. The dilution for existing shareholders is a negative, but the debt reduction is a positive. The filing itself is a routine update of ownership percentage due to corporate actions.

Positives

• The repurchase of $50.0 million principal amount of 4.25% convertible senior notes due 2032 reduces the company's debt obligations.
• The company successfully utilized a registered direct offering and an at-the-market (ATM) facility to raise capital, indicating access to funding.

Negatives

• Existing shareholders, including Abel Avellan, experienced dilution of their Class A Common Stock percentage ownership due to new share issuances.

Risks

• Dilution of existing shareholder equity due to ongoing capital raises, such as the at-the-market (ATM) facility.
• Potential future dilution if more shares are issued under the ATM facility or other capital-raising activities.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance beyond the ongoing nature of the at-the-market (ATM) facility.

Industry Context

This filing reflects a common practice in the capital-intensive satellite communications industry where companies often raise capital through equity offerings to fund operations, research and development, and debt management. The repurchase of convertible notes can be a strategic move to manage debt and reduce future dilution from conversion, though in this case, it was funded by new equity, leading to immediate dilution.

Comparison to Industry Standards

• The use of an at-the-market (ATM) facility is a standard method for public companies, particularly those in growth-oriented or capital-intensive sectors like space technology, to raise capital flexibly over time.
• Repurchasing convertible debt with equity is a financing strategy that can reduce interest expense and future debt obligations, but it comes at the cost of immediate equity dilution, a trade-off commonly seen across industries.
• High insider voting control (73.0% for Abel Avellan) through a multi-class share structure is common in tech and founder-led companies (e.g., Meta, Google) to ensure long-term strategic vision, but it can limit the influence of public shareholders.

Stakeholder Impact

• Shareholders: Experience dilution of their percentage ownership in Class A Common Stock.
• Creditors: The repurchase of convertible notes reduces the company's debt obligations, potentially improving creditworthiness.

Next Steps

• The company may continue to issue shares under its at-the-market (ATM) facility.
• Abel Avellan may redeem or exchange AST Common Units for Class A Common Stock or cash in the future.

Key Dates

Recommendation

The filing primarily details a change in beneficial ownership percentage due to corporate financing activities (debt repurchase via equity, ATM facility). While the dilution is a negative for existing shareholders' percentage stake, the debt reduction is a positive for the company's financial health. The reporting person's voting control remains substantial. This is a routine disclosure of a corporate action that has already occurred and is likely priced in. A "hold" recommendation reflects the mixed implications and the nature of the filing as an informational update rather than a new strategic direction.

Keywords

AST SpaceMobile, Abel Avellan, Schedule 13D/A, Beneficial Ownership, Class A Common Stock, Dilution, Convertible Notes, Debt Repurchase, ATM Facility, Capital Raise, Satellite Communications, Space Technology