SEC Form 4 · accession 0001493152-26-029685
AST SpaceMobile, Inc. · ASTS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Abel Antonio Avellan
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Jun 22, 2026
Accepted (ET)
Jun 23, 2026 · 6:14 am EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001780312
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward contract (obligation to sell)F1,F2,F3,F4,F5,F6 | — | Jun 22, 2026 | J | 2,500,000 | A | — | — | Class A Common Stock | 2,500,000 | 2,500,000 | I |
Explanation of responses
- F1On 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").
- F3The 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.
- F5In 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.
- F6Mr. Avellan is the sole member and managing member of AA Gables 2.