AST SpaceMobile Inc.-美国存托凭证招股说明书（2026年2月13日版）

1,862,741 SharesClass A Common Stock We are offering 1,862,741 shares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), in aregistered direct offering to a limited number of purchasers pursuant to this prospectus supplement and the accompanying prospectus Our Class A Common Stock is traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “ASTS.” On February11, 2026, the last reported sale price on Nasdaq of our Class A Common Stock was $96.92 per share. Concurrently with this placement, we are offering 2.25% convertible senior notes due 2036, which we refer to as the NewConvertible Notes (the “Concurrent Offering”), in an aggregate principal amount of $1,000,000,000. We also granted the initialpurchasers in the Concurrent Offering an option to purchase, for settlement, from, and including, the date on which the NewConvertible Notes are first issued to, and including, February 20, 2026, up to an additional $150,000,000 aggregate principal amountof New Convertible Notes. The Concurrent Offering is being made pursuant to a confidential offering memorandum (and not pursuant Concurrently with this placement, we also are offering 4,475,223 shares of our Class A common stock in a separate, registereddirect offering (the “Additional Registered Direct Offering”). We intend to use the net proceeds from the Additional Registered DirectOffering, together with cash on hand, to repurchase $250.0 million principal amount of our outstanding 2.375% convertible seniornotes due 2032 (the “2.375% Convertible Notes”) in separate, privately negotiated transactions with a limited number of holders of our The completion of this placement is not contingent on the completion of the Concurrent Offering, the Additional Registered DirectOffering or the 2.375% Convertible Notes Repurchase and none of the completion of the Concurrent Offering, the AdditionalRegistered Direct Offering or the 2.375% Convertible Notes Repurchase is contingent on the completion of this placement. This Investingin our Class A Common Stock involves significant risks.Please read the information contained in orincorporated by reference under the heading “Risk Factors” beginning on page S-7 of this prospectus supplement, and in ourAnnual Report on Form 10-K for the year ended December 31, 2024 (the “2024 10-K”), in our Form 10-Q for the quarterlyperiod ended March 31, 2025 (the “Q1 2025 10-Q”), in our Form 10-Q for the quarterly period ended June 30, 2025 (the “Q22025 10-Q”) and in our Form 10-Q for the quarterly period ended September 30, 2025 (the “Q3 2025 10-Q”) and other reports Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body hasapproved or disapproved of our Class A Common Stock, or determined if this prospectus supplement or the accompanying In this placement, UBS Securities LLC will act as our exclusive placement agent (in such capacity, the “placement agent”) and asfinancial advisor with respect to the shares of our Class A Common Stock offered by this prospectus supplement. The placement agentis not required to sell any minimum number or dollar amount of shares of our Class A Common Stock but will use its reasonable We expect to deliver the shares of our Class A Common Stock to purchasers on or about February 20, 2026, which will be the fifthtrading day following the initial trade date for the shares of Class A Common Stock offered hereby (this settlement cycle beingreferred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in thesecondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. UBS Investment Bank Financial Advisor Table of Contents CERTAIN DEFINED TERMS Unless the context otherwise requires, references in this prospectus supplement to: ●“2.00% Convertible Notes” refers to the $1.15 billion aggregate principal amount of 2.00% convertible senior notes due2036.●“2.375% Convertible Notes” refers to the $575 million aggregate principal amount of 2.375% senior convertible notesdue 2032.●“4.25% Convertible Notes” refers to the $50 million aggregate principal amount of 4.25% senior convertible notes due2032.●“A&R Operating Agreement” refers to that certain Fifth Amended and Restated Limited Liability Company OperatingAgreement of AST LLC.●“AST LLC” refers to AST & Science, LLC, a Delaware limited liability corporation.●“AST LLC Common Unit” means a unit of ownership interest in AST LLC, which entitles the holder thereof to thedistributions, allocations and other rights under the A&R Operating Agreement.●“AT&T” refers to AT&T Venture Investments, Inc., AT&T Services, Inc. and AT&T, Inc.●“BB satellites” refers to our BlueBird satellites.●“Block 1 BB satellites” refers to our first generation of commercial BB satellites.●“Block 2 BB satellites” refers to our next generation of commercial BB satel