The private offering includes a $150 million upsize option and capped call transactions aimed at limiting dilution, with proceeds earmarked for growth initiatives and added launch access.
AST SpaceMobile said it priced a private offering of $1.0 billion in 1.625% convertible senior notes due 2034, with settlement expected on July 20, 2026, subject to customary closing conditions. The notes carry an initial conversion price of about $79.57 per share, a 20.0% premium to the company’s July 15, 2026 closing price of $66.31 on the Nasdaq Global Select Market, and the initial purchasers have an option to buy up to an additional $150.0 million of notes within a 13-day window after issuance. The company expects net proceeds of about $983.6 million, or about $1,131.2 million if the additional purchase option is exercised in full. AST SpaceMobile plans to use $96.9 million for capped call transactions (options strategy that can reduce dilution) and the rest for growth initiatives and added access to orbit for its space-based cellular broadband network, including possible partnerships or acquisitions intended to deepen vertical integration and reduce reliance on third-party launch providers. It said it currently has no understandings or agreements for such strategic transactions. The notes are senior unsecured obligations, pay interest semiannually beginning February 1, 2027, and mature on February 1, 2034, unless earlier converted or repurchased. AST SpaceMobile said the capped calls have an initial cap price of $149.20 per share, or a 125.0% premium to the July 15, 2026 stock price, and are designed generally to offset dilution or cash costs tied to conversions, subject to a cap. The company also warned that hedge activity by option counterparties could affect trading in its shares or the notes. The offering is being made to qualified institutional buyers under Rule 144A (U.S. private resale exemption).