Form 8-K

8-K — AST SpaceMobile, Inc.

Accession: 0001193125-26-342540

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0001780312

SIC: 4899 (COMMUNICATION SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — asts-20260810.htm (Primary)

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8-K

8-K (Primary)

Filename: asts-20260810.htm · Sequence: 1

8-K

0001780312false00017803122026-08-102026-08-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2026

AST SpaceMobile, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-39040

84-2027232

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

Midland Intl. Air & Space Port

2901 Enterprise Lane

Midland, Texas

79706

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (432) 276-3966

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

ASTS

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 10, 2026, AST SpaceMobile, Inc. (“AST SpaceMobile” or the “Company”) issued a press release announcing financial results for the three and six months ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1.

The information included in this Item 2.02 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.

Item 7.01. Regulation FD Disclosure.

AST SpaceMobile is also furnishing a Second Quarter 2026 Business Update, dated August 10, 2026 (the “Presentation”), attached as Exhibit 99.2 to this Current Report on Form 8-K, which may be referred to on the Company’s second quarter 2026 conference call to be held on August 10, 2026. The Presentation will also be available on the Company’s website at www.ast-science.com.

The information included in this Item 7.01 and in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the 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.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release dated August 10, 2026

99.2

Second Quarter 2026 Business Update

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AST SpaceMobile, Inc.

Date:

August 10, 2026

By:

/s/ Andrew M. Johnson

Name: Andrew M. Johnson

Title: Executive Vice President, Chief Financial Officer and Chief Legal Officer

EX-99.1

Filename: asts-ex99_1.htm · Sequence: 2

EX-99.1

PRESS RELEASE

EXHIBIT 99.1

AST SpaceMobile Provides Business Update and Second Quarter 2026 Results

Signed partnerships with over 60 MNO partners globally who collectively cover over 3 billion subscribers

Comprehensive spectrum strategy with shared MNO spectrum and controlled MSS spectrum targeting ~100 MHz access in the U.S. and 60+ MHz access globally on a market-by-market basis

Revenue backlog increased to approximately $1.30 billion in aggregate contracted revenue with commercial partners and contract awards with the United States Government

BlueBird 17 through BlueBird 46 in various stages of production and assembly

MIDLAND, Texas, August 10, 2026 – AST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS), the company building the first and only space-based cellular broadband network accessible directly by everyday smartphones, and designed for both commercial and government applications, is providing its business update and results for the second quarter ended June 30, 2026.

“AST SpaceMobile's differentiated technology platform and deep intellectual property portfolio, partner-first mobile network operator strategy, vertically integrated manufacturing capabilities, and comprehensive spectrum strategy are foundational to the space-based cellular broadband market we invented,” commented Abel Avellan, AST SpaceMobile’s Chairman and Chief Executive Officer. “With the largest phased arrays ever deployed in low Earth orbit and a native cellular architecture designed to work directly with standard, unmodified smartphones, we believe we are uniquely positioned to deliver scalable direct-to-device connectivity for both commercial and government customers around the world.”

“Following the recent orbital launch of BlueBirds 11, 12, and 13, our space-based cellular broadband network has now grown to 13 spacecraft in orbit, each the largest ever in low Earth orbit, with approximately 20,000 square feet of combined aperture hardware deployed,” continued Avellan. “As we get ready to ship BlueBirds 14, 15, and 16 and continue expanding our constellation with production ongoing through BlueBird 46, we are preparing to initiate beta services with select strategic partners.”

“AST SpaceMobile is positioned at the forefront of large, diverse, and rapidly expanding market opportunity as the direct-to-device cellular broadband pioneer,” added Avellan. “Beyond addressing the connectivity needs of billions of mobile subscribers, we are pursuing a broad range of mission critical applications, including government communications and non-communications, radar, emergency response, Internet of Things, AI edge compute and other advanced connectivity solutions. Our growing commercial and government programs,

expansive spectrum portfolio, and fortified balance sheet provide us with the flexibility to capture opportunities across an expanding total addressable market. We are continuing to scale our network, advance vertical integration, and secure additional access to orbit to take advantage of the growing number of opportunities in front of us.”

Business Update

•

Differentiated technology platform and comprehensive spectrum strategy enables space-based cellular broadband connectivity as well as many other mission-critical applications

Largest phased arrays ever placed into low Earth orbit means more power and bandwidth, with more precise beams for communications with small, unmodified smartphones, in addition to facilitating additional use cases beyond consumer communications

Block 2 satellites expected to deliver peak data rates approaching 200 Mbps with space-based cellular broadband recently demonstrated at nearly 100 Mbps on the Block 1 BlueBird

Comprehensive spectrum strategy with shared MNO spectrum and controlled MSS spectrum targeting ~100 MHz access in the U.S. and 60+ MHz access globally on a market-by-market basis

Proprietary ASIC with up to 10 GHz of processing bandwidth, per satellite enables 10x throughput improvement relative to Block 1 satellites and up to 10x improvement in user experience unlocked through AI-enabled spectrum management

Native cellular architecture favors MNOs and regulators using existing commercially trusted baseband ground-based hardware, with traffic remaining in-country

•

Partner-first strategy positions AST SpaceMobile as the direct-to-device partner of choice for mobile network operators globally

Signed partnerships with over 60 MNO partners globally who collectively cover over 3 billion subscribers

New joint-venture planned by top three U.S. MNOs expected to enable space-based cellular broadband connectivity to every American

Network integration and testing activities now underway across European countries with Vodafone, Orange, Telefónica, Vodafone Ukraine, and Deutsche Telekom as well as in other key markets including Canada, Japan, and Saudi Arabia, subject to final regulatory approvals

•

Total Addressable Market (TAM) continues to grow with direct-to-device market maturity and additional applications

Additional applications include non-communications, USG secure communications, additional funded networks, Internet of Things (IoT), federal emergency, and AI edge compute

Mission-critical federal communications attractive for direct-to-device applications with FirstNet United States, Japan and most recently in Europe with Vodafone Ireland using dedicated emergency spectrum bands

•

Preparation for space-based cellular broadband beta service in 2026 as AST SpaceMobile network infrastructure continues to scale

Beta service initiative to offer scaled non-commercial usage with strategic MNO partners in select markets globally

Continued progress towards beta service in 2026 with initial 3,000 digital cells activated across the Continental United States

Orbital launch of BlueBird 8-13 marks six spacecraft launched within 50 days, increasing network to 13 in-orbit spacecraft, with combined aperture hardware of approximately 20,000 sq ft

BlueBirds 14, 15, and 16 will be ready to ship shortly, with BlueBird 17 through BlueBird 46 in various stages of production and assembly

•

On track to achieve full year 2026 revenue guidance of $150.0 million to $200.0 million, supported by additional contract awards from the U.S. Government

Revenue backlog increased to approximately $1.30 billion in aggregate contracted revenue with commercial partners and contract awards with the United States Government

Received multiple awards from the U.S. Government with an aggregate value of over $125 million supporting multiple national-security applications

Continued to build out global gateway footprint with nearly 50 gateways in various stages of completion, installation, and planning ahead of service

Second quarter revenue was $31.5 million from commercial and government customers, consistent with plans for quarterly revenue ramp during 2026

•

Fortified balance sheet to pursue an expanding universe of growth opportunities, continue vertical integration, and secure additional access to orbit

Over $3.7 billion in pro forma cash, cash equivalents, restricted cash as of June 30, 2026

In July 2026, raised $1.150 billion of gross proceeds from a new 1.625% convertible senior notes offering, with an effective conversion price of $149.20 per share and effective dilution of less than 2%

Second Quarter 2026 Financial Highlights

•

Second quarter revenue of $31.5 million driven by gateway deliveries and U.S. Government milestones met

•

Total operating expenses for the second quarter of 2026 were $329.1 million, including $84.1 million of depreciation and amortization and stock-based compensation expense. This represents an increase of $165.0 million as compared to $164.1 million in the first quarter of 2026 due to a $125.9 million loss on involuntary conversion, a $20.3 million increase in general and administrative costs, a $11.9 million increase in cost of revenues, a $3.2 million increase in engineering services costs, a $3.1 million increase in depreciation and amortization expense, and a $0.6 million increase in research and development costs

•

Adjusted operating expenses(1) for the second quarter of 2026 were $119.1 million, an increase of $27.9 million as compared to $91.2 million in the first quarter of 2026 due to a $12.3 million increase in Adjusted engineering services costs(1), a $11.9 million increase in Adjusted cost of revenues(1), a $3.1 million increase in Adjusted general and administrative costs(1), and a $0.6 million increase in research and development costs. Our Adjusted operating expenses, excluding Adjusted cost of revenues(1) for the second quarter of 2026 was $95.9 million, compared to $79.8 million in the first quarter of 2026

•

As of June 30, 2026, we had cash, cash equivalents, and restricted cash of approximately $2.7 billion

•

As of June 30, 2026, we had incurred approximately $2.3 billion of gross capitalized property and equipment costs and accumulated depreciation and amortization of $211.9 million. The capitalized costs include costs of satellite materials for BlueBird satellites, advance launch payments, capital advances, Block 1 and BlueWalker 3 satellites, assembly and integration facilities including assembly and test equipment, and ground antennas

(1) See “Non-GAAP Financial Measures” below for additional information. See reconciliation of Adjusted operating expenses to Total operating expenses; Adjusted cost of revenues to Cost of revenues; Adjusted engineering services costs to Engineering services costs; Adjusted general

and administrative costs to General and administrative costs; and Adjusted operating expenses, excluding Adjusted cost of revenues to Total operating expenses in the tables accompanying this press release.

Non-GAAP Financial Measures

We refer to certain non-GAAP financial measures in this press release, including Adjusted operating expenses; Adjusted cost of revenues; Adjusted engineering services costs; Adjusted general and administrative costs; and Adjusted operating expenses, excluding Adjusted cost of revenues. We believe these non-GAAP financial measures are useful measures across time in evaluating our operating performance as we use these measures to manage the business, including in preparing our annual operating budget and financial projections. These non-GAAP financial measures have no standardized meaning prescribed by U.S. GAAP, and therefore have limits in their usefulness to investors. Because of the non-standardized definitions, these measures may not be comparable to the calculation of similar measures of other companies and are presented solely to provide investors with useful information to more fully understand how management assesses performance. These measures are not, and should not be viewed as, a substitute for their most directly comparable GAAP measures. Reconciliation of non-GAAP financial measures and the most directly comparable GAAP financial measures are included in the tables accompanying this press release.

Conference Call Information

AST SpaceMobile will hold a quarterly business update conference call at 5:00 p.m. (Eastern Time) on Monday, August 10, 2026. The call will be accessible via a live webcast on the Events page of AST SpaceMobile’s Investor Relations website at https://ast-science.com/investors/. An archive of the webcast will be available shortly after the call.

About AST SpaceMobile

AST SpaceMobile is building the first and only global cellular broadband network in space to operate directly with standard, unmodified mobile devices based on our extensive IP and patent portfolio, and designed for both commercial and government applications. Our engineers and space scientists are on a mission to eliminate the connectivity gaps faced by today’s five billion mobile subscribers and finally bring broadband to the billions who remain unconnected. For more information, follow AST SpaceMobile on YouTube, X (Formerly Twitter), LinkedIn and Facebook. Watch this video for an overview of the SpaceMobile mission.

Forward-Looking Statements

This communication contains “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results of AST SpaceMobile to differ materially from those expected and projected. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “would,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside AST SpaceMobile’s control and are difficult to predict.

Factors that could cause such differences include, but are not limited to: (i) expectations regarding AST SpaceMobile’s strategies and future financial performance, including AST’s future business plans or objectives, expected functionality of the SpaceMobile Service, anticipated timing of the launch of the Block 2 BlueBird satellites, anticipated demand and acceptance of mobile satellite services, prospective performance and commercial opportunities and competitors, the timing of obtaining regulatory approvals, ability to finance its research and development activities, commercial partnership acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and AST SpaceMobile’s ability to invest in growth initiatives; (ii) the negotiation of definitive agreements with mobile network operators relating to the SpaceMobile Service that would supersede preliminary agreements and memoranda of understanding and the ability to enter into commercial agreements with other parties or government entities; (iii) the ability of AST SpaceMobile to grow and manage growth profitably and retain its key employees and AST SpaceMobile’s responses to actions of its competitors and its ability to effectively compete; (iv) changes in applicable laws or regulations; (v) the possibility that AST SpaceMobile may be adversely affected by other economic, business, and/or competitive factors; (vi) the outcome of any legal proceedings that may be instituted against AST SpaceMobile; and (vii) other risks and uncertainties indicated in the Company’s filings with the Securities and Exchange Commission (“SEC”), including those in the Risk Factors section of AST SpaceMobile’s Form 10-K filed with the SEC on March 2, 2026, its Form 10-Q for the fiscal quarter ended March 31, 2026 filed with the SEC on May 11, 2026 and the future reports that it may file from time to time with the SEC.

AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors in AST SpaceMobile’s Form 10-K filed with the SEC on March 2, 2026, its Form 10-Q for the fiscal quarter ended March 31, 2026 filed with the SEC on May 11, 2026 and the future reports that it may file from time to time with the SEC. AST SpaceMobile’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Investor Contact:

investors@ast-science.com

Media Contact:

Allison Worldwide

ASTSpaceMobile@allisonpr.com

Second Quarter 2026 Financial Results

AST SPACEMOBILE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands, except share data)

As of

June 30, 2026

December 31, 2025

ASSETS

Current assets:

Cash and cash equivalents

2,288,253

2,335,683

Restricted cash

6,181

877

Accounts receivable, net (includes related party accounts receivable of $4,370 and $2,091 at June 30, 2026 and December 31, 2025, respectively)

79,297

37,726

Inventory

28,417

12,007

Prepaid expenses

16,729

11,955

Other current assets

74,743

60,264

Total current assets

2,493,620

2,458,512

Non-current assets:

Restricted cash

428,400

443,400

Property and equipment, net

2,069,336

1,398,761

Intangible assets, net

298,724

245,093

Operating lease right-of-use assets, net

21,224

19,420

Other non-current assets (includes related party loan receivable of $18,785 and $18,187 at June 30, 2026 and December 31, 2025, respectively)

543,581

449,201

TOTAL ASSETS

5,854,885

5,014,387

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

60,615

46,763

Accrued expenses and other current liabilities

103,340

69,246

Current contract liabilities

14,840

19,887

Current operating lease liabilities

3,749

2,449

Current portion of long-term debt

8,494

11,999

Total current liabilities

191,038

150,344

Non-current liabilities:

Warrant liabilities

7,471

Non-current operating lease liabilities

18,066

17,479

Non-current contract liabilities

252,093

207,093

Long-term debt, net

2,963,422

2,207,583

Other non-current liabilities

32,688

32,092

Total liabilities

3,457,307

2,622,062

Commitments and contingencies

Stockholders' Equity:

Class A Common Stock, $0.0001 par value; 800,000,000 shares authorized; 299,731,073 and 285,449,911 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.

Class B Common Stock, $0.0001 par value; 200,000,000 shares authorized; 11,215,111 and 11,227,292 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.

Class C Common Stock, $0.0001 par value; 125,000,000 shares authorized; 78,163,078 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.

Additional paid-in capital

3,146,053

2,671,770

Accumulated other comprehensive income

1,532

1,351

Accumulated deficit

(1,253,606

)

(831,685

)

Noncontrolling interest

503,561

550,850

Total stockholders' equity

2,397,578

2,392,325

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

5,854,885

5,014,387

AST SPACEMOBILE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Dollars in thousands, except share and per share data)

For the Three Months ended

June 30,

For the Six Months ended

June 30,

2026

2025

2026

2025

Revenues:

Products revenues (includes related party revenues of $1,918 and $0 for the three months ended June 30, 2026 and June 30, 2025, respectively, and $9,770 and $0 for the six months ended June 30, 2026 and June 30, 2025, respectively)

24,428

37,834

425

Services revenues

7,092

1,106

8,421

1,449

Total revenues

31,520

1,156

46,255

1,874

Operating expenses:

Cost of revenues (exclusive of items shown separately below)

Cost of revenues - products (includes related party cost of revenues of $1,741 and $0 for the three months ended June 30, 2026 and 2025, respectively, and $6,611 and $0 for the six months ended June 30, 2026 and June 30, 2025, respectively)

22,402

33,465

Cost of revenues - services

1,165

1,751

Engineering services costs

87,286

28,598

171,384

55,802

General and administrative costs

63,901

27,242

107,558

45,626

Research and development costs

7,768

6,393

14,896

13,528

Depreciation and amortization

20,664

11,720

38,279

22,678

Loss on involuntary conversion

125,911

Total operating expenses

329,097

73,953

493,244

137,634

Other (expense) income:

Loss on remeasurement of warrant liabilities

(65,032

)

(1,174

)

(68,238

)

Interest expense

(26,077

)

(5,657

)

(50,355

)

(10,393

)

Interest income

27,700

8,017

54,698

16,213

Other (expense) income, net

(2,852

)

308

(103,399

)

(443

)

Total other (expense) income, net

(1,229

)

(62,364

)

(100,230

)

(62,861

)

Loss before income tax expense

(298,806

)

(135,161

)

(547,219

)

(198,621

)

Income tax expense

(1,113

)

(742

)

(2,281

)

(910

)

Net loss before allocation to noncontrolling interest

(299,919

)

(135,903

)

(549,500

)

(199,531

)

Net loss attributable to noncontrolling interest

(69,010

)

(36,509

)

(127,579

)

(54,431

)

Net loss attributable to common stockholders

(230,909

)

(99,394

)

(421,921

)

(145,100

)

Net loss per share attributable to holders of Class A Common Stock

Basic and diluted

(0.77

)

(0.41

)

(1.43

)

(0.62

)

Weighted-average number of shares

Basic and diluted

299,061,662

241,985,507

294,898,761

233,101,209

AST SPACEMOBILE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

(Dollars in thousands)

For the Three Months ended

June 30,

For the Six Months ended

June 30,

2026

2025

2026

2025

Net loss before allocation to noncontrolling interest

(299,919

)

(135,903

)

(549,500

)

(199,531

)

Other comprehensive income

Foreign currency translation adjustments

555

1,396

183

1,777

Total other comprehensive income

555

1,396

183

1,777

Total comprehensive loss before allocation to noncontrolling interest

(299,364

)

(134,507

)

(549,317

)

(197,754

)

Comprehensive loss attributable to noncontrolling interest

(68,882

)

(36,123

)

(127,577

)

(53,938

)

Comprehensive loss attributable to common stockholders

(230,482

)

(98,384

)

(421,740

)

(143,816

)

AST SPACEMOBILE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

For the Six Months Ended June 30,

2026

2025

Cash flows from operating activities:

Net loss before allocation to noncontrolling interest

(549,500

)

(199,531

)

Adjustments to reconcile net loss before noncontrolling interest to cash used in operating activities:

Depreciation and amortization

38,279

22,678

Amortization of debt issuance costs

4,235

721

Amortization of debt commitment fee

4,400

Loss on disposal of property and equipment

2,051

Induced conversion expense on convertible notes

88,654

Loss on remeasurement of warrant liabilities

1,174

68,238

Stock-based compensation

118,820

18,351

Non-cash interest expense

1,294

497

Non-cash interest income

(648

)

Loss from equity method investment

6,862

Loss on involuntary conversion

125,911

Changes in operating assets and liabilities:

Accounts receivable

(41,571

)

1,225

Prepaid expenses and other current assets

(8,598

)

(2,939

)

Inventory

(16,410

)

(268

)

Accounts payable and accrued expenses

45,552

20,675

Contract liabilities

39,952

1,086

Other assets and liabilities

(5,669

)

(2,757

)

Net cash used in operating activities

(145,212

)

(72,024

)

Cash flows from investing activities:

Purchase of property and equipment

(859,215

)

(430,622

)

Capital advances to Ligado

(100,000

)

Purchase of spectrum intangibles

(42,103

)

Insurance proceeds received from BB7 launch

21,595

Net cash used in investing activities

(979,723

)

(430,622

)

Cash flows from financing activities:

Proceeds from debt

1,060,608

473,498

Repayments of debt

(20,178

)

(926

)

Payment for debt issuance costs

(3,070

)

(6,516

)

Proceeds from issuance of common stock

85,723

462,776

Payments for third party equity issuance costs

(458

)

(9,843

)

Issuance of equity under employee stock plan

4,418

7,193

Employee taxes paid for stock-based compensation awards

(62,025

)

(6,027

)

Purchase of capped call transactions

(44,528

)

Proceeds from share issuances to repurchase 2032 4.25% Convertible Notes

180,537

Payments for repurchase of 2032 4.25% Convertible Notes

(180,537

)

Proceeds from share issuances to repurchase 2032 2.375% Convertible Notes

433,739

Payments for repurchase of 2032 2.375% Convertible Notes

(430,424

)

Net cash provided by financing activities

1,068,333

875,627

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(524

)

(1,115

)

Net (decrease) increase in cash, cash equivalents and restricted cash

(57,126

)

371,866

Cash, cash equivalents and restricted cash, beginning of period

2,779,960

567,534

Cash, cash equivalents and restricted cash, end of period

2,722,834

939,400

Supplemental disclosure of cash flow information:

Non-cash activities:

Right-of-use assets obtained in exchange for operating lease liabilities

2,786

1,505

Non-cash investing and financing activities:

Purchases of property and equipment in accounts payable and accrued expenses

61,703

22,155

Stock-based compensation capitalized in property and equipment

4,080

PIK interest paid through issuance of PIK notes

497

Deferred asset acquisition costs paid by issuance of penny warrants

121,156

Convertible notes settled by issuance of Class A Common Stock

139,620

Spectrum intangibles acquisition costs accrued or paid by issuance of shares

11,528

Settlement of warrant liabilities by issuing shares

8,645

Cash paid for:

Interest

23,556

813

Income taxes, net

2,109

1,323

AST SPACEMOBILE, INC.

RECONCILIATION OF GAAP REPORTED TO NON-GAAP ADJUSTED MEASURES (UNAUDITED)

(Dollars in thousands)

For the Three Months Ended June 30, 2026

GAAP Reported

Stock-Based Compensation Expense

Adjusted

Cost of revenues (exclusive of items shown below)

23,567

(394

)

23,173

Engineering services costs

87,286

(30,120

)

57,166

General and administrative costs

63,901

(32,953

)

30,948

Research and development costs

7,768

Depreciation and amortization

20,664

Loss on involuntary conversion

125,911

Total operating expenses

329,097

(63,467

)

265,630

Less: Depreciation and amortization

(20,664

)

Less: Loss on involuntary conversion

(125,911

)

Adjusted operating expenses

119,055

Less: Adjusted cost of revenues

(23,173

)

Adjusted operating expenses, excluding Adjusted cost of revenues

95,882

For the Three Months Ended March 31, 2026

GAAP Reported

Stock-Based Compensation Expense

Adjusted

Cost of revenues (exclusive of items shown below)

11,649

(266

)

11,383

Engineering services costs

84,097

(39,209

)

44,888

General and administrative costs

43,657

(15,878

)

27,779

Research and development costs

7,129

Depreciation and amortization

17,615

Total operating expenses

164,147

(55,353

)

108,794

Less: Depreciation and amortization

(17,615

)

Adjusted operating expenses

91,179

Less: Adjusted cost of revenues

(11,383

)

Adjusted operating expenses, excluding Adjusted cost of revenues

79,796

Adjusted operating expenses; Adjusted cost of revenues; Adjusted engineering services costs; Adjusted general and administrative costs; and Adjusted operating expenses, excluding Adjusted cost of revenues are alternative financial measures used by management to evaluate our operating performance as a supplement to our most directly comparable U.S. GAAP financial measure. We define Adjusted operating expenses as Total operating expenses adjusted to exclude amounts of stock-based compensation expense, loss on involuntary conversion, and depreciation and amortization expense. We define Adjusted cost of revenues, Adjusted engineering services costs, and Adjusted general and administrative costs, as cost of revenues, engineering services costs, and general and administrative costs, respectively, adjusted to exclude stock-based compensation expenses. We define Adjusted operating expenses, excluding Adjusted cost of revenues as Total operating expenses adjusted to exclude amounts of stock-based compensation expense, loss on involuntary conversion, depreciation and amortization expense, and Adjusted cost of revenues.

We believe Adjusted operating expenses; Adjusted cost of revenues; Adjusted engineering services costs; Adjusted general and administrative costs; and Adjusted operating expenses, excluding Adjusted cost of revenues are useful measures across time in evaluating our operating performance as we use these measures to manage the business, including in preparing our annual operating budget and financial projections. Adjusted operating expenses; Adjusted cost of revenues; Adjusted engineering services costs; Adjusted general and administrative costs; and Adjusted operating expenses, excluding Adjusted cost of revenues are non-GAAP financial measures that have no standardized meaning prescribed by U.S. GAAP, and therefore have limits in their usefulness to investors. Because of the non-standardized definitions, these measures may not be comparable to the calculation of similar measures of other companies and are presented solely to provide investors with useful information to more fully understand how management assesses performance. These measures are not, and should not be viewed as, a substitute for their most directly comparable GAAP measure of Total operating expenses, Cost of revenues, Engineering services costs, and General and administrative costs.

EX-99.2

Filename: asts-ex99_2.htm · Sequence: 3

BUSINESS UPDATE Second Quarter 2026 August 10, 2026 NASDAQ: ASTS

Forward Looking Statements This communication contains “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results of AST SpaceMobile to differ materially from those expected and projected. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “would,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside AST SpaceMobile’s control and are difficult to predict. Factors that could cause such differences include, but are not limited to: (i) expectations regarding AST SpaceMobile’s strategies and future financial performance, including AST’s future business plans or objectives, expected functionality of the SpaceMobile Service, anticipated timing of the launch of the Block 2 BlueBird satellites, anticipated demand and acceptance of mobile satellite services, prospective performance and commercial opportunities and competitors, the timing of obtaining regulatory approvals, ability to finance its research and development activities, commercial partnership acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and AST SpaceMobile’s ability to invest in growth initiatives; (ii) the negotiation of definitive agreements with mobile network operators relating to the SpaceMobile Service that would supersede preliminary agreements and memoranda of understanding and the ability to enter into commercial agreements with other parties or government entities; (iii) the ability of AST SpaceMobile to grow and manage growth profitably and retain its key employees and AST SpaceMobile’s responses to actions of its competitors and its ability to effectively compete; (iv) changes in applicable laws or regulations; (v) the possibility that AST SpaceMobile may be adversely affected by other economic, business, and/or competitive factors; (vi) the outcome of any legal proceedings that may be instituted against AST SpaceMobile; and (vii) other risks and uncertainties indicated in the Company’s filings with the Securities and Exchange Commission (SEC), including those in the Risk Factors section of AST SpaceMobile’s Form 10-K filed with the SEC on March 2, 2026. AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors in AST SpaceMobile’s Form 10-K filed with the SEC on March 2, 2026. AST SpaceMobile’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Use of Non-GAAP Financial Measures We refer to certain non-GAAP financial measures in this press release, including Adjusted operating expenses; Adjusted cost of revenues; Adjusted engineering services costs; Adjusted general and administrative costs; and Adjusted operating expenses, excluding Adjusted cost of revenues. We believe these non-GAAP financial measures are useful measures across time in evaluating our operating performance as we use these measures to manage the business, including in preparing our annual operating budget and financial projections. These non-GAAP financial measures have no standardized meaning prescribed by U.S. GAAP, and therefore have limits in their usefulness to investors. Because of the non-standardized definitions, these measures may not be comparable to the calculation of similar measures of other companies and are presented solely to provide investors with useful information to more fully understand how management assesses performance. These measures are not, and should not be viewed as, a substitute for their most directly comparable GAAP measures. Reconciliation of non-GAAP financial measures and the most directly comparable GAAP financial measures are included in the tables accompanying this press release. Industry and Market Data This presentation includes market data and other statistical information from sources believed to be reliable, including independent industry publications, governmental publications or other published independent sources. Although AST SpaceMobile believes these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness. Trademarks and Trade Names AST SpaceMobile owns or has rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with AST SpaceMobile, or an endorsement or sponsorship by or of AST SpaceMobile. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that AST SpaceMobile will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names.

SPACE-BASED CELLULAR BROADBAND NETWORK BUILDING THE FIRST AND ONLY

KEY HIGHLIGHTS Signed partnerships with over 60 MNO partners globally who collectively cover over 3 billion subscribers Comprehensive spectrum strategy with shared MNO spectrum and controlled MSS spectrum targeting ~100 MHz access in the U.S. and 60+ MHz access globally on a market-by-market basis Revenue backlog increased to approximately $1.30 billion in aggregate contracted revenue agreements with partners and contract awards with the United States Government BlueBird 17 through BlueBird 46 in various stages of production and assembly

ADDITIONAL HIGHLIGHTS Differentiated technology platform and comprehensive spectrum strategy enables space-based cellular broadband connectivity as well as many other mission critical applications On track to achieve full year 2026 revenue guidance of $150.0 million to $200.0 million, supported by additional contract awards from the U.S. Government Total Addressable Market (TAM) continues to grow with direct-to-device market maturity and additional applications Preparation for space-based cellular broadband beta service in 2026 as AST SpaceMobile network infrastructure continues to scale Partner-first strategy positions AST SpaceMobile as the direct-to-device partner of choice for mobile network operators globally Fortified balance sheet to pursue an expanding universe of growth opportunities, continue vertical integration, and secure additional access to orbit

Block 2 satellites expected to deliver peak data rates approaching 200 Mbps with space-based cellular broadband recently demonstrated at nearly 100 Mbps on the Block 1 BlueBird Comprehensive spectrum strategy with shared MNO spectrum and controlled MSS spectrum targeting ~100 MHz access in the U.S. and 60+ MHz access globally on a market-by-market basis Largest phased arrays ever placed into low Earth orbit means more power and bandwidth, with more precise beams for communications with small, unmodified smartphones, as well as facilitating additional use cases beyond consumer communications technology platform and comprehensive spectrum strategy enables space-based cellular broadband connectivity as well as many other mission critical applications Native cellular architecture favors MNOs and regulators using existing commercially trusted baseband ground-based hardware, with traffic remaining in-country Proprietary ASIC with up to 10 GHz of processing bandwidth per satellite enables 10x throughput improvement relative to Block 1 satellites and up to 10x improvement in user experience unlocked through AI-enabled spectrum management

Signed partnerships with over 60 MNO partners globally who collectively cover over 3 billion subscribers New joint-venture planned by top three U.S. MNOs expected to enable space-based cellular broadband connectivity to every American Partner-first strategy positions AST SpaceMobile as the direct-to-device partner of choice for mobile network operators Potential coverage Over 60 MNO partners with over 3 billion subscribers globally Network integration and testing activities now underway across European countries with Vodafone, Orange, Telefónica, Vodafone Ukraine, and Deutsche Telekom as well as in other key markets including Canada, Japan, and Saudi Arabia, subject to final regulatory approvals

Preliminary selection of Rakuten and AST SpaceMobile joint-venture by Japan MIC for J-LEO initiative with total expected value up to approximately $1 billion in non-dilutive, non-debt government capital Mission-critical federal communications attractive for direct-to-device applications with FirstNet United States, Japan and most recently in Europe with Vodafone Ireland using dedicated emergency spectrum bands Additional applications including non-communications, USG secure comms, additional funded networks, Internet of Things (IoT), federal emergency, and AI edge compute Total Addressable Market (TAM) continues to grow with direct-to-device market maturity and additional applications Non-comms and radar Funded networks Secure gov’t comms IoT Federal emergency AI edge compute

Orbital launch of BlueBird 8-13 marks six spacecraft launched within 50 days, increasing network to 13 in-orbit spacecraft, with combined aperture hardware of approximately 20,000 sq ft Beta service initiative to offer scaled non-commercial usage with strategic MNO partners in select markets globally Continued progress towards beta service in 2026 with initial 3,000 digital cells activated across the Continental United States from seven gateways Preparation for space-based cellular broadband beta service in 2026 as AST SpaceMobile network infrastructure continues to scale BlueBirds 14, 15, and 16 are ready to ship shortly, with BlueBird 17 through BlueBird 46 in various stages of production and assembly NEARLY 50 gateways in various stages of completion, installation, and planning ahead of service ahead of service = Gateway rollout

NEARLY 50 global gateways across five continents in various stages of completion, installation, and planning ahead of service 10

Continued to build out global gateway footprint with nearly 50 gateways in various stages of completion, installation, and planning ahead of service Second quarter revenue was $31.5 million, consistent with plans for quarterly revenue ramp during 2026 Received multiple awards from the U.S. Government with an aggregate value of over $125 million supporting multiple national-security applications On track to achieve full year 2026 revenue guidance of $150.0 million to $200.0 million, supported by additional contract awards from the U.S. Government Revenue backlog increased to approximately $1.30 billion in aggregate contracted revenue agreements with partners and contract awards with the United States Government

TEXAS, SITE 1 TEXAS, SITE 2 TEXAS, SITE 3 TEXAS, SITE 4 FLORIDA MARYLAND EDINBURGH BARCELONA GLOBAL manufacturing and operations FOOTPRINT will exceed 1 million square feet, with over 900,000 square feet in the UNITED STATES once completed

IN various STAGES OF PRODUCTION AND ASSEMBLY THROUGH BLUEBIRD 46 over 500,000 square feet of manufacturing and operations space globally 13

Enabling true space-based cellular broadband, not just basic texting Car ~100 sq. ft. Block 2 satellite ~2,400 sq. ft. Block 1 satellite ~700 sq. ft. Human ~6 feet tall On orbit today, growing to 11,000+ microns with the successful deployment of approximately 45 satellites by early 2027 Used to form a phased array for one Block 2 BlueBird satellite BlueBirds are designed for D2D from inception, increasing on-orbit redundancy and resilience while enabling efficient manufacturing scale ~2,400 sq. ft. in size enables digital beamforming across multiple different frequencies 1 Largest phased arrays ever deployed in low Earth orbit (LEO) Micron ~9 sq. ft. 200+ microns 2,000+ microns Purpose-built Largest in LEO1 End result ABILITY TO deploy more microns to orbit, faster and cheaper, on larger arrays than any satellite manufacturer in history ~20,000 sq ft Combined aperture hardware in space today

1,150 MHz low and mid-band tunable MNO spectrum globally 45 MHz of MSS controlled mid band spectrum access in North America 60 MHz of AST SpaceMobile-licensed S-band spectrum priority rights globally on a market-by-market basis Allocated spectrum of 60+ MNO partners Targeting ~100 MHz access in the U.S. with MNO and controlled spectrum Comprehensive Global Spectrum Strategy with Shared MNO Frequencies and Controlled MSS Frequencies

Note: Plans for expected satellite(s) ready to ship as of August 10, 2026. The timing of shipment of the Block 2 BlueBird satellites are contingent on a number of factors including satisfactory and timely completion of the assembly and testing of the Block 2 BlueBird satellites, regulatory approvals for the shipment, many of which are beyond our control. target of approximately 45 satellites in orbit in early 2027

$M Non-GAAP. See appendix for a reconciliation. Adjusted operating expenses is equal to total operating expense adjusted to exclude depreciation and amortization, loss on involuntary conversion, and stock based-compensation expense. Depreciation and amortization for the three months ended June 30, 2026 and March 31, 2026 was $20.7 million and $17.6 million, respectively. Loss on involuntary conversion was $125.9 million and $0.0 million for three months ended June 30, 2026 and March 31, 2026, respectively. Stock-based compensation for the three months ended June 30, 2026 and March 31, 2026 consisted of $30.1 million and $39.2 million of engineering services costs, $33.0 million and $15.9 million of general and administrative costs, and $0.4 million and $0.3 million of cost of revenues, respectively. Non-GAAP. See appendix for a reconciliation. Adjusted operating expenses, excluding Adjusted cost of revenues is equal to total operating expense adjusted to exclude depreciation and amortization expense, loss on involuntary conversion, stock based-compensation expense, and Adjusted cost of revenues. Adjusted operating expenses in Q2 2026 and Q1 2026 included cost of revenue related to our products and services revenue during the quarter. If you further adjust for these costs, our Adjusted operating expenses, excluding Adjusted cost of revenues were closer to $95.9 million during Q2 2026 and $79.8 million during Q1 2026, respectively. Gross property and equipment as of June 30, 2026, December 31, 2025, and June 30, 2025 was approximately $2,278.9 million, $1,572.5 million, and $906.9 million, respectively. Accumulated depreciation and amortization as of June 30, 2026, December 31, 2025, and June 30, 2025 was approximately $211.9 million, $173.7 million, and $145.3 million, respectively. Capital expenditures adds back decrease in gross balance due to BB7 write off. Cash Position as of June 30, 2026 and March 31, 2026 includes $434.6 million and $429.3 million of restricted cash, respectively. Over $3.7 billion in cash, cash equivalents, and restricted cash, pro forma for convertible notes offering (as of June 30, 2026) Adj. Operating Expenses1 Capital Expenditures3 Liquidity4 $M $B $79.82 $95.92 $11.3 OPERATING AND CAPITAL METRICS Over $3.7 5

RECONCILIATION TO NON-GAAP MEASURES Adj. operating expenses - 3 months ended Stock-based compensation for the three months ended June 30, 2026, March 31, 2026, and June 30, 2025 consisted of $30.1 million, $39.2 million, and $3.3 million of engineering services costs, $33.0 million, $15.9 million, and $7.2 million of general and administrative costs, and $0.4 million, $0.3 million, and $0.0 million of cost of revenues, respectively. Adjusted cost of revenues is equal to cost of revenues adjusted to exclude stock based-compensation expense. Stock-based compensation for the six months ended June 30, 2026 and 2025, respectively, consisted of $69.3 million and $7.4 million of engineering services costs and $48.8 million and $11.0 million of general and administrative costs, and $0.7 million and $0.0 million of cost of revenues, respectively. ($ in thousands) Jun 30, ‘26 Mar 31, ‘26 Jun 30, ‘25 Cost of revenues (exclusive of items shown below) 23,567 11,649 - Engineering services costs 87,286 84,097 28,598 General and administrative costs 63,901 43,657 27,242 Research and development costs 7,768 7,129 6,393 Depreciation and amortization 20,664 17,615 11,720 Loss on involuntary conversion 125,911 - - Total operating expenses 329,097 164,147 73,953 Less: Depreciation and amortization (20,664) (17,615) (11,720) Less: Stock-based compensation expense 1 (63,467) (55,353) (10,525) Less: Loss on involuntary conversion (125,911) - - Total adj. operating expenses 119,055 91,179 51,708 Less: Adjusted cost of revenues2 (23,173) (11,383) - Total adj. operating expenses, excluding Adjusted cost of revenues 95,882 79,796 51,708 Adj. operating expenses - 6 months ended ($ in thousands) Jun 30, ‘26 Jun 30, ‘25 Cost of revenues (exclusive of items shown below) 35,216 - Engineering services costs 171,384 55,802 General and administrative costs 107,558 45,626 Research and development costs 14,896 13,528 Depreciation and amortization 38,279 22,678 Loss on involuntary conversion 125,911 - Total operating expenses 493,244 137,634 Less: Depreciation and amortization (38,279) (22,678) Less: Stock-based compensation expense 3 (118,820) (18,351) Less: Loss on involuntary conversion (125,911) - Total adj. operating expenses 210,234 96,605 Less: Adjusted cost of revenues2 (34,556) - Total adj. operating expenses, excluding Adjusted cost of revenues 175,678 96,605

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-Publisher SEC

-Name Exchange Act

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-Section 12

-Subsection b-2

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Local phone number for entity.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

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