and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. Indenture and Notes On July 20, 2026, AST SpaceMobile, Inc. (the “ Company ”) completed its previously announced private offering (the “ Offering ”) of $1.0 billion aggregate principal amount of 1.625% Convertible Senior Notes due 2034 (the “ Notes ”). Pursuant to the purchase agreement between the Company and the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within the 13-day perio…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Unregistered Sales of Equity Securities. The information set forth under

Results of Operations and Financial Condition. On July 15, 2026, AST SpaceMobile, Inc. (the “ Company ”) announced a proposed offering (the “ Notes Offering ”) of convertible senior notes due 2034 (the “ Notes ”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “ Securities Act ”) and its intention to enter into capped call transactions in connection therewith, as described in

below. In connection with the Notes Offering, the Company provided the following disclosure for the purpose of supplementing and updating disclosures contained in the Company’s prior filings with the Securities and Exchange Commission, which includes certain preliminary unaudited financial information of the Company as of June 30, 2026: Liquidity Update As of June 30, 2026, total cash and cash equivalents and restricted cash was approximately $2,723 million. The Company’s financial results as…

Regulation FD Disclosure In connection with the Notes Offering, the Company supplemented and updated disclosures contained in the Company’s prior filings with the Securities and Exchange Commission, noting that based on the Company’s current expectations regarding launch availability, its launch campaign is targeting approximately 45 of its BlueBird satellites (“BB satellites”) in early 2027. The timing of launch of the BB satellites is contingent on a number of factors including satisfactory…

and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Other Events. On February 20 and February 23, 2026, AST SpaceMobile, Inc. (the “Company”) completed the repurchase of approximately $46.5 million principal amount of its outstanding 4.25% convertible senior notes due 2032 (the “4.25% Convertible Notes”) and $250.0 million principal amount of its outstanding 2.375% convertible senior notes due 2032 (the “2.375% Convertible Notes” and together with the 4.25% Convertible Notes, the “Existing Notes”), respectively, in separate, privately negotiat…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in

of the Company’s Current Report on Form 8-K filed on February 17, 2026, which information is incorporated herein by reference, and the indenture and form of note which are filed as exhibits to that Form 8-K are incorporated herein by reference. The Option Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Option Notes were initially resold by the i…

Other Events. Copies of the opinions of Freshfields US LLP relating to the legality of the issuance and sale of shares of AST SpaceMobile, Inc.’s Class A common stock (“Class A Common Stock”), offered pursuant to the Company’s prospectus supplements, each dated February 11, 2026, are attached hereto as Exhibits 5.1 and 5.2 to this Current Report on Form 8-K. Option Notes As previously disclosed, on February 17, 2026, AST SpaceMobile, Inc. (the “Company”) issued $1,000,000,000 aggregate princi…

Unregistered Sales of Equity Securities. The information contained in

Unregistered Sales of Equity Securities. The information set forth under

Other Events. On February 12, 2026, the Company issued a press release announcing the pricing of the Notes and a press release relating to the pricing of its registered direct offerings of Class A Common Stock and concurrent repurchases of a portion of its 4.25% convertible senior notes due 2032 and 2.375% convertible senior notes due 2032. Copies of the press releases are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference herein. Forward-Look…

Entry into a Material Definitive Agreement. Indenture and Notes On February 17, 2026, AST SpaceMobile, Inc. (the “ Company ”) completed its previously announced private offering (the “ Offering ”) of $1.0 billion aggregate principal amount of 2.25% Convertible Senior Notes due 2036 (the “ Notes ”). Pursuant to the purchase agreement between the Company and the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within the period fr…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Results of Operations and Financial Condition. On February 11, 2026, AST SpaceMobile, Inc. (the “ Company ”) announced a proposed offering (the “ New Notes Offering ”) of convertible senior notes due 2036 (the “ New Notes ”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “ Securities Act ”), as described in

below. In connection with the New Notes Offering and the Registered Direct Offerings, the Company provided the following disclosure for the purpose of supplementing and updating disclosures contained in the Company’s prior filings with the Securities and Exchange Commission, which includes certain preliminary unaudited financial information of the Company as of December 31, 2025: Preliminary 2025 Financial Results The Company’s financial results as of and for the fiscal year ended December 31…

Director — Mr. Hiroshi Mikitani: Mr. Mikitani resigned from the Board due to Rakuten no longer holding a sufficient percentage of the Company's Class A Common Stock.

The excerpt does not provide specific details about a management change.

and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. On October 31, 2025 (the “Closing Date”), BackstopCo, LLC (“BackstopCo”), a subsidiary of AST & Science, LLC (“AST LLC”) entered into a loan agreement with UBS AG, Stamford Branch as lender (the “Loan Agreement”). The Loan Agreement provides for a cash collateralized term loan facility (the “Loan Facility”) in an aggregate principal amount of $420.0 million (“Loan Amount”). The loan under the Loan Facility will bear interest at a floating rate equal…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in