8-K
AST SpaceMobile, Inc. (ASTS)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): November 10, 2025 |
|---|
AST SpaceMobile, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-39040 | 84-2027232 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| Midland Intl. Air & Space Port<br><br>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<br>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 November 10, 2025, AST SpaceMobile, Inc. (“AST SpaceMobile” or the “Company”) issued a press release announcing financial results for the three and nine months ended September 30, 2025. 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 Third Quarter 2025 Business Update, dated November 10, 2025 (the “Presentation”), attached as Exhibit 99.2 to this Current Report on Form 8-K, which may be referred to on the Company’s third quarter 2025 conference call to be held on November 10, 2025. 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 November 10, 2025 |
| 99.2 | Third Quarter 2025 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 thereunto duly authorized.
| AST SpaceMobile, Inc. | |||
|---|---|---|---|
| Date: | November 10, 2025 | By: | /s/ Andrew M. Johnson |
| Name: Andrew M. Johnson<br>Title: Executive Vice President, Chief Financial Officer and Chief Legal Officer |
EX-99.1
| PRESS RELEASE | EXHIBIT 99.1 |
|---|
AST SpaceMobile Provides Business Update and Third Quarter 2025 Results
Over $1 billion in aggregate contracted revenue commitments from partners reflect robust demand as company advances towards commercial service rollout
Combined cash and liquidity of $3.2 billion in pro forma cash, cash equivalents, and restricted cash and availability under the ATM facility
MIDLAND, Texas, November 10, 2025 – 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 third quarter ended September 30, 2025.
“AST SpaceMobile continues to lead the direct-to-device space-based cellular broadband industry,” commented Abel Avellan, Founder, Chairman and CEO of AST SpaceMobile. “During the past few months, commercial activity has significantly accelerated, demonstrating the robust demand for our solution across the ecosystem.”
Avellan added, “Our definitive commercial agreements with Verizon and stc Group are milestone achievements, representing transformational partnerships stemming from our commercial and network operator partner strategy as we continue to build long-term commercial relationships with industry leaders around the world, which includes agreements with over 50 MNO partners with nearly 3 billion subscribers globally.”
Business Update
Significant contract wins with the signing of definitive commercial agreements with stc Group and Verizon, as well as additional traction with U.S. Government customer
stc Group agreement covers Saudi Arabia and other key regional markets in the Middle East and North Africa, with a 10-year term and $175.0 million prepayment for future services
Verizon agreement further expands strategic partnership announced in May 2024 and positions AST SpaceMobile to target 100% geographical coverage in the continental United States
Received new contract award with the U.S. Government as prime contractor, subject to contract negotiations, while continuing to perform against existing contracts
Secured over $1.0 billion in aggregate contracted revenue commitments from partners as commercialization efforts and integration with partner networks accelerate
Initial activation in key markets including nationwide intermittent service across the continental United States, with plans for activations in Canada, Japan, Saudi Arabia, and the United Kingdom in early 2026
Announced intention with Vodafone for new EU constellation serving mobile network operators across Europe, with Germany as satellite operations center
GAAP revenue of $14.7 million in Q3 of 2025 driven by U.S. Government contract milestones and gateway deliveries
Company reiterates its second-half 2025 revenue guidance of $50.0 million to $75.0 million
Started multi-provider orbital launch campaign following shipment of BlueBird 6 to India with launch expected in first half of December
BlueBird 7 expected to ship to Cape Canaveral in November with orbital launch anticipated shortly thereafter
On track for five orbital launches expected by the end of Q1 2026, with launches every one to two months on average to reach goal of 45 to 60 satellites by end of 2026
BlueBird 8 to BlueBird 19 are in various stages of production and expect to complete assembly of 40 satellites equivalent of microns by early 2026
Proprietary ASIC with up to 10 GHz of processing bandwidth planned for first integration during Q1 2026
Robust balance sheet with over $3.2 billion in cash, cash equivalents, restricted cash and liquidity. pro forma for convertible notes offering, monetized capped call, and aggregate proceeds and availability under the ATM facility (as of September 30, 2025)
Raised $1.15 billion of gross proceeds from new 10-year convertible senior notes offering, with a 2.00% coupon and effective conversion price of $96.30 per share of Class A common stock
Efficiently managed capital structure and financial assets, reducing the 4.25% convertible senior notes to $50.0 million outstanding and monetizing the related capped call for $74.5 million in net cash proceeds
Third Quarter 2025 Financial Highlights
Revenue of $14.7 million during the third quarter driven by gateway deliveries and U.S. Government milestones
Total operating expenses for the third quarter of 2025 were $94.4 million, including $26.7 million of depreciation and amortization and stock-based compensation expense. This represents an increase of $20.4 million as compared to $74.0 million in the second quarter of 2025 due to a $12.2 million increase in engineering services costs, a $5.5 million increase in cost of gateway deliveries, a $2.6 million increase in general and administrative costs, and a $1.0 million increase in depreciation and amortization expense, partially offset by a $0.9 million decrease in research and development costs
Adjusted operating expenses(1) for the third quarter of 2025 were $67.7 million, an increase of $16.0 million as compared to $51.7 million in the second quarter of 2025 due to a $7.6 million increase in Adjusted engineering services costs(1), a $5.5 million increase in cost of gateway deliveries, and a $3.8 million increase in Adjusted general and administrative costs(1), partially offset by a $0.9 million decrease in research and development costs
As of September 30, 2025, we had cash, cash equivalents, and restricted cash of $1.2 billion
As of September 30, 2025, we had incurred approximately $1.2 billion of gross capitalized property and equipment costs and accumulated depreciation and amortization of $158.0 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 reconciliation of Adjusted operating expenses to Total operating expenses, Adjusted engineering services costs to Engineering services costs and Adjusted general and administrative costs to General and administrative costs 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 engineering services costs and Adjusted general and administrative costs. 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, November 10, 2025. 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 3, 2025 and Form 10-Q filed with the SEC on May 12, 2025 and November 10, 2025.
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 3, 2025 and Form 10-Q filed with the SEC on May 12, 2025 and November 10, 2025. 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:
Scott Wisniewski
investors@ast-science.com
Media Contact:
Allison
Eva Murphy Ryan
917-547-7289
ASTSpaceMobile@allisonpr.com
Third Quarter 2025 Financial Results
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands, except share data)
| December 31, 2024 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 1,204,282 | $ | 564,988 | ||
| Restricted cash | 15,841 | 2,546 | |||
| Accounts receivable, net | 11,491 | 1,400 | |||
| Inventory | 10,885 | 1,062 | |||
| Prepaid expenses | 9,267 | 7,887 | |||
| Other current assets | 25,237 | 22,363 | |||
| Total current assets | 1,277,003 | 600,246 | |||
| Non-current assets: | |||||
| Property and equipment, net | 1,007,844 | 337,669 | |||
| Intangible assets, net | 213,766 | - | |||
| Operating lease right-of-use assets, net | 15,482 | 14,014 | |||
| Other non-current assets | 36,807 | 2,632 | |||
| TOTAL ASSETS | 2,550,902 | $ | 954,561 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 50,707 | $ | 17,004 | ||
| Accrued expenses and other current liabilities | 48,717 | 12,195 | |||
| Current contract liabilities | 23,067 | 41,968 | |||
| Current operating lease liabilities | 2,137 | 1,856 | |||
| Current portion of long-term debt | 8,947 | 2,919 | |||
| Total current liabilities | 133,575 | 75,942 | |||
| Non-current liabilities: | |||||
| Warrant liabilities | 4,616 | 41,248 | |||
| Non-current operating lease liabilities | 13,771 | 12,652 | |||
| Non-current contract liabilities | 43,497 | - | |||
| Long-term debt, net | 697,628 | 155,573 | |||
| Other non-current liabilities | 31,797 | - | |||
| Total liabilities | 924,884 | 285,415 | |||
| Commitments and contingencies | |||||
| Stockholders' Equity: | |||||
| Class A Common Stock, .0001 par value; 800,000,000 shares authorized; 271,981,894 and 208,173,198 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively. | 26 | 20 | |||
| Class B Common Stock, .0001 par value; 200,000,000 shares authorized; 11,227,292 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively. | 4 | 4 | |||
| Class C Common Stock, .0001 par value; 125,000,000 shares authorized; 78,163,078 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively. | 8 | 8 | |||
| Additional paid-in capital | 1,996,974 | 969,004 | |||
| Accumulated other comprehensive income (loss) | 1,174 | (176 | ) | ||
| Accumulated deficit | (757,719 | ) | (489,745 | ) | |
| Noncontrolling interest | 385,551 | 190,031 | |||
| Total stockholders' equity | 1,626,018 | 669,146 | |||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 2,550,902 | $ | 954,561 |
All values are in US Dollars.
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in thousands, except share and per share data)
| For The Three Months<br>Ended September 30, | For The Nine Months<br>Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenues | $ | 14,739 | $ | 1,100 | $ | 16,613 | $ | 2,500 | ||||
| Operating expenses: | ||||||||||||
| Cost of revenues (exclusive of items shown below) | 5,511 | - | 5,803 | - | ||||||||
| Engineering services costs | 40,836 | 21,828 | 96,346 | 62,546 | ||||||||
| General and administrative costs | 29,822 | 15,551 | 75,448 | 45,677 | ||||||||
| Research and development costs | 5,530 | 14,724 | 19,058 | 23,435 | ||||||||
| Depreciation and amortization | 12,716 | 14,543 | 35,394 | 54,880 | ||||||||
| Total operating expenses | 94,415 | 66,646 | 232,049 | 186,538 | ||||||||
| Other (expense) income: | ||||||||||||
| Gain (loss) on remeasurement of warrant liabilities | 2,938 | (236,912 | ) | (65,300 | ) | (284,839 | ) | |||||
| Interest expense | (7,545 | ) | (5,400 | ) | (17,938 | ) | (14,732 | ) | ||||
| Interest income | 12,239 | 4,014 | 28,452 | 8,886 | ||||||||
| Other (expense) income, net | (91,409 | ) | 1,410 | (91,852 | ) | 1,661 | ||||||
| Total other (expense) income, net | (83,777 | ) | (236,888 | ) | (146,638 | ) | (289,024 | ) | ||||
| Loss before income tax expense | (163,453 | ) | (302,434 | ) | (362,074 | ) | (473,062 | ) | ||||
| Income tax expense | (374 | ) | (646 | ) | (1,284 | ) | (1,172 | ) | ||||
| Net loss before allocation to noncontrolling interest | (163,827 | ) | (303,080 | ) | (363,358 | ) | (474,234 | ) | ||||
| Net loss attributable to noncontrolling interest | (40,953 | ) | (131,134 | ) | (95,384 | ) | (210,008 | ) | ||||
| Net loss attributable to common stockholders | $ | (122,874 | ) | $ | (171,946 | ) | $ | (267,974 | ) | $ | (264,226 | ) |
| Net loss per share attributable to holders of Class A Common Stock | ||||||||||||
| Basic and diluted | $ | (0.45 | ) | $ | (1.10 | ) | $ | (1.09 | ) | $ | (1.89 | ) |
| Weighted-average number of shares | ||||||||||||
| Basic and diluted | 272,831,168 | 155,644,888 | 246,490,060 | 139,485,036 |
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
(Dollars in thousands)
| For The Three Months<br>Ended September 30, | For The Nine Months<br>Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net loss before allocation to noncontrolling interest | $ | (163,827 | ) | $ | (303,080 | ) | $ | (363,358 | ) | $ | (474,234 | ) |
| Other comprehensive income (loss) | ||||||||||||
| Foreign currency translation adjustments | 105 | 529 | 1,883 | 190 | ||||||||
| Total other comprehensive income (loss) | 105 | 529 | 1,883 | 190 | ||||||||
| Total comprehensive loss before allocation to noncontrolling interest | (163,722 | ) | (302,551 | ) | (361,475 | ) | (474,044 | ) | ||||
| Comprehensive loss attributable to noncontrolling interest | (40,914 | ) | (130,906 | ) | (94,851 | ) | (209,944 | ) | ||||
| Comprehensive loss attributable to common stockholders | $ | (122,808 | ) | $ | (171,645 | ) | $ | (266,624 | ) | $ | (264,100 | ) |
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
| For The Nine Months<br>Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net loss before allocation to noncontrolling interest | $ | (363,358 | ) | $ | (474,234 | ) |
| Adjustments to reconcile net loss before noncontrolling interest to cash used in operating activities: | ||||||
| Depreciation and amortization | 35,394 | 54,880 | ||||
| Amortization of debt issuance costs | 1,206 | 3,047 | ||||
| Amortization of debt commitment fee | 1,833 | - | ||||
| Loss on disposal of property and equipment | 1,045 | 2,221 | ||||
| Induced conversion expense on convertible notes | 84,317 | - | ||||
| Loss on remeasurement of warrant liabilities | 65,300 | 284,839 | ||||
| Stock-based compensation | 32,338 | 20,617 | ||||
| Non-cash interest expense | 845 | 2,959 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (10,091 | ) | - | |||
| Prepaid expenses and other current assets | (5,148 | ) | (7,079 | ) | ||
| Inventory | (9,823 | ) | (861 | ) | ||
| Accounts payable and accrued expenses | 17,728 | (7,998 | ) | |||
| Operating lease right-of-use assets and operating lease liabilities | (83 | ) | 357 | |||
| Contract liabilities | 24,597 | 22,468 | ||||
| Other assets and liabilities | (12,586 | ) | 1,081 | |||
| Net cash used in operating activities | (136,486 | ) | (97,703 | ) | ||
| Cash flows from investing activities: | ||||||
| Purchase of property and equipment | (669,045 | ) | (92,095 | ) | ||
| Purchase of spectrum intangibles | (27,961 | ) | - | |||
| Net cash used in investing activities | (697,006 | ) | (92,095 | ) | ||
| Cash flows from financing activities: | ||||||
| Proceeds from debt | 1,043,779 | 145,000 | ||||
| Repayments of debt | (2,940 | ) | (187 | ) | ||
| Payment for debt issuance costs | (5,907 | ) | (9,435 | ) | ||
| Proceeds from issuance of common stock | 576,617 | 338,911 | ||||
| Payments for third party equity issuance costs | (11,304 | ) | (6,903 | ) | ||
| Proceeds from warrants exercises | - | 153,307 | ||||
| Issuance of equity under employee stock plan | 8,043 | 3,058 | ||||
| Employee taxes paid for stock-based compensation awards | (18,679 | ) | (3,325 | ) | ||
| Purchase of capped call transactions | (98,578 | ) | - | |||
| Payments for debt commitment fee | (11,000 | ) | - | |||
| Proceeds from share issuances to repurchase 2032 4.25% convertible notes | 849,827 | - | ||||
| Payments for repurchase of 2032 4.25% convertible notes | (842,805 | ) | - | |||
| Net cash provided by financing activities | 1,487,053 | 620,426 | ||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (972 | ) | 161 | |||
| Net increase in cash, cash equivalents and restricted cash | 652,589 | 430,789 | ||||
| Cash, cash equivalents and restricted cash, beginning of period | 567,534 | 88,097 | ||||
| Cash, cash equivalents and restricted cash, end of period | $ | 1,220,123 | $ | 518,886 | ||
| Supplemental disclosure of cash flow information: | ||||||
| Non-cash activities: | ||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | $ | 3,204 | $ | - | ||
| Non-cash investing and financing activities: | ||||||
| Purchases of property and equipment in accounts payable and accrued expenses | $ | 43,726 | $ | 5,086 | ||
| PIK interest paid through issuance of PIK notes | 497 | 2,959 | ||||
| Deferred asset acquisition costs paid by issuance of penny warrants | 121,156 | - | ||||
| Spectrum intangibles acquisition costs accrued or paid by issuance of shares | 64,649 | - | ||||
| 2034 Convertible Notes settled by issuance of Class A Common Stock | 139,620 | - | ||||
| Settlement of warrant liabilities by issuing shares | 101,930 | 257,337 | ||||
| Cash paid for: | ||||||
| Interest | $ | 4,215 | $ | 6,694 | ||
| Income taxes, net | 1,662 | 1,135 |
AST SPACEMOBILE, INC.
RECONCILIATION OF GAAP REPORTED TO NON-GAAP ADJUSTED MEASURES (UNAUDITED)
(Dollars in thousands)
| For the Three Months Ended September 30, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| GAAP Reported | Stock-Based Compensation Expense | Adjusted | ||||||
| Cost of revenues (exclusive of items shown below) | $ | 5,511 | $ | - | $ | 5,511 | ||
| Engineering services costs | 40,836 | (8,047 | ) | 32,789 | ||||
| General and administrative costs | 29,822 | (5,940 | ) | 23,882 | ||||
| Research and development costs | 5,530 | - | 5,530 | |||||
| Depreciation and amortization | 12,716 | - | 12,716 | |||||
| Total operating expenses | $ | 94,415 | $ | (13,987 | ) | $ | 80,428 | |
| Less: Depreciation and amortization | (12,716 | ) | ||||||
| Adjusted operating expenses | $ | 67,712 | ||||||
| For the Three Months Ended June 30, 2025 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| GAAP Reported | Stock-Based Compensation Expense | Adjusted | ||||||
| Engineering services costs | 28,598 | (3,341 | ) | 25,257 | ||||
| General and administrative costs | 27,242 | (7,184 | ) | 20,058 | ||||
| Research and development costs | 6,393 | - | 6,393 | |||||
| Depreciation and amortization | 11,720 | - | 11,720 | |||||
| Total operating expenses | $ | 73,953 | $ | (10,525 | ) | $ | 63,428 | |
| Less: Depreciation and amortization | (11,720 | ) | ||||||
| Adjusted operating expenses | $ | 51,708 |
Adjusted operating expenses, Adjusted engineering services costs and Adjusted general and administrative costs 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 expense as Total operating expenses adjusted to exclude amounts of stock-based compensation expense and depreciation and amortization expense. We define Adjusted engineering services costs and Adjusted general and administrative costs as engineering services costs and general and administrative costs adjusted to exclude stock-based compensation expenses.
We believe Adjusted operating expenses, Adjusted engineering services costs and Adjusted general and administrative costs 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 engineering services costs, and Adjusted general and administrative costs 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, Engineering services costs and General and administrative costs.
BUSINESS UPDATE THIRD QUARTER 2025 November 10, 2025 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 3, 2025 and Form 10-Q filed with the SEC on May 12, 2025 and November 10, 2025. 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 3, 2025 and Form 10-Q filed with the SEC on May 12, 2025 and November 10, 2025. 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 Adjusted operating expense is an alternative financial measure 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 expense as total operating expenses adjusted to exclude amounts of stock-based compensation expense and depreciation and amortization expense. We believe Adjusted operating expenses is a useful measure across time in evaluating the Company's operating performance as we use Adjusted operating expenses to manage the business, including in preparing our annual operating budget and financial projections. Adjusted operating expense is a non-GAAP financial measure that has no standardized meaning prescribed by U.S. GAAP, and therefore has limits in its usefulness to investors. Because of the non-standardized definition, it 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. This measure is not, and should not be viewed as, a substitute for its most directly comparable GAAP measure of total operating expenses. 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 Significant contract wins with the signing of definitive commercial agreements with stc Group and Verizon, as well as additional traction with U.S. Government customer Started multi-provider orbital launch campaign following shipment of BlueBird 6 to India with launch expected in first half of December Secured over $1.0 billion in aggregate contracted revenue commitments from partners as commercialization efforts and integration with partner networks accelerate Robust balance sheet with over $3.2 billion in cash, cash equivalents, restricted cash and liquidity, pro forma for convertible notes offering, monetized capped call, and aggregate proceeds and availability under the ATM facility (as of September 30, 2025)
Verizon agreement further expands strategic partnership announced in May 2024 and positions AST SpaceMobile to target 100% geographical coverage in the continental United States stc Group agreement covers Saudi Arabia and other key regional markets in the Middle East and North Africa, with a 10-year term and $175.0 million prepayment for future services Significant contract wins with the signing of definitive commercial agreements with stc Group and Verizon, as well as additional traction with U.S. Government customer Received new contract award with the U.S. Government as prime contractor, subject to contract negotiations, while continuing to perform against existing contracts SIGNED DEFINITIVE COMMERCIAL AGREEMENTS WITH STC GROUP AND VERIZON
Announced intention with Vodafone for new EU constellation serving mobile network operators across Europe, with Germany as satellite operations center Initial activation in key markets including nationwide intermittent service across the continental United States, with plans for activations in Canada, Japan, Saudi Arabia, and the United Kingdom in early 2026 Secured over $1.0 billion in AGGREGATE contracted revenue commitments from partners as commercialization efforts and integration with partner networks accelerate Potential coverage 50+ MNO partners with nearly 3 billion subscribers globally Selected MNO Partners Company reiterates its second-half 2025 revenue guidance of $50.0 million to $75.0 million GAAP revenue of $14.7 million in Q3 of 2025 driven by U.S. Government contract milestones and gateway deliveries
EXPECTED TO COMPLETE ASSEMBLY OF 40 SATELLITES EQUIVALENT OF MICRONS BY EARLY 2026 Started multi-provider orbital launch campaign following shipment of BlueBird 6 to India with launch expected in first half of December BlueBird 7 expected to ship to Cape Canaveral in November with orbital launch anticipated shortly thereafter On track for five orbital launches expected by the end of Q1 2026, with launches every one to two months on average to reach goal of 45 to 60 satellites by end of 2026 BlueBird 8 to BlueBird 19 are in various stages of production and expect to complete assembly of 40 satellites equivalent of microns by early 2026 Proprietary ASIC with up to 10 GHz of processing bandwidth planned for first integration during Q1 2026 BlueBIRD 6 SHIPPED TO INDIA
Target Block 2 BlueBird Deployment Plan to Reach 45-60 Satellites in Orbit During 2025 and 2026 Note: Expected satellite(s) ready for shipment plans as of August 2025. 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, availability of capital, many of which are beyond our control. Launch # 1 2 3 4 5 6 7 8 9 10 11 12 13 Microns For Phased Array Completed Dec 2025 Jan 2026 Feb 2026 Mar 2026 Apr 2026 May 2026 Jun 2026 Satellite(s) Ready to Ship Nov 2025 Dec 2025 Dec 2025 Jan 2025 Feb 2026 Feb 2026 Mar 2026 Apr 2026 May 2026 Jun 2026 Jul 2026 Aug 2026
Initial activation in key markets including nationwide intermittent service across the continental United States, with plans for activations in Canada, Japan, Saudi Arabia, and the United Kingdom in early 2026 UNITED STATES ACTIVATION OUTLOOK GLOBAL ACTIVATION OUTLOOK
Comprehensive Global Spectrum Strategy with Shared MNO Frequencies and Controlled MSS Frequencies 1,150 MHz low- and mid-band tunable MNO spectrum globally 45 MHz of AST SpaceMobile-licensed MSS mid-band spectrum in North America 60 MHz of AST SpaceMobile-licensed S-band spectrum priority rights globally Allocated spectrum of 50+ MNO partners 80+ MHz of spectrum in the U.S. for satellite and terrestrial usage
OPERATING AND CAPITAL METRICS $M Non-GAAP. See appendix for a reconciliation. Adjusted operating expenses is equal to total operating expense adjusted to exclude depreciation and amortization and stock based-compensation expense. Depreciation and amortization for the three months ended September 30, 2025 and June 30, 2025 was $12.7 million and $11.7 million, respectively. Stock-based compensation for the three months ended September 30, 2025 and June 30, 2025 consisted of $8.0 million and $3.3 million of engineering services costs and $6.0 million and $7.2 million of general and administrative costs, respectively. Adjusted operating expenses in Q2 and Q3 2025 included transaction expenses from the completion of our L-band and S-band spectrum transactions, the non-recourse senior-secured delayed-draw term loan facility, and now-completed pre-regulatory approval bridge loan, in addition to the continued work of standing up our joint venture with Vodafone launched in Q2. For Q3, adjusted operating expenses also excludes approximately $5.5 million in cost of revenue related to our costs for gateways sold and recognized as revenue during the quarter. If you further adjust for these transaction expenses, our Adjusted operating expenses were closer to $46.5 million during Q2 and $60.6 million during Q3, respectively. Gross property and equipment as of September 30, 2025, June 30, 2025 and December 31, 2024 was $1,165.8 million, $906.9 million, and $460.0 million, respectively. Accumulated depreciation and amortization as of September 30, 2025, June 30, 2025 and December 31, 2024 was $158.0 million, $145.3 million, and $122.4 million, respectively. Cash Position as of September 30, 2025 and June 30, 2025 includes $15.8 million of restricted cash, respectively. Over $3.2 billion in cash, cash equivalents, restricted cash and liquidity, pro forma for convertible notes offering, monetized capped call, and aggregate proceeds and availability under the ATM facility (as of September 30, 2025). Adj. Operating Expenses1 Capital Expenditures3 Liquidity4 5 $M $B $46.52 $60.62
RECONCILIATION TO NON-GAAP MEASURES Adj. operating expenses - 3 months ended Stock-based compensation for the three months ended September 30, 2025, June 30, 2025, and September 30, 2024 consisted of $8.0 million, $3.3 million, and $3.4 million of engineering services costs and $6.0 million, $7.2 million, and $3.4 million of general and administrative costs, respectively. Stock-based compensation for the nine months ended September 30, 2025 and 2024, respectively, consisted of $15.4 million and $7.1 million of engineering services costs and $16.9 million and $13.5 million of general and administrative costs, respectively. ($ in thousands) Sep 30, ‘25 Jun 30, ‘25 Sep 30, '24 Cost of revenues (exclusive of items shown below) 5,511 - - Engineering services costs 40,836 28,598 21,828 General and administrative costs 29,822 27,242 15,551 Research and development costs 5,530 6,393 14,724 Depreciation and amortization 12,716 11,720 14,543 Total operating expenses 94,415 73,953 66,646 Less: Depreciation and amortization (12,716) (11,720) (14,543) Less: Stock-based compensation expense 1 (13,987) (10,525) (6,810) Total adj. operating expenses 67,712 51,708 45,293 ($ in thousands) Sep 30, ‘25 Sep 30, '24 Cost of revenues (exclusive of items shown below) 5,803 - Engineering services costs 96,346 62,546 General and administrative costs 75,448 45,677 Research and development costs 19,058 23,435 Depreciation and amortization 35,394 54,880 Total operating expenses 232,049 186,538 Less: Depreciation and amortization (35,394) (54,880) Less: Stock-based compensation expense 2 (32,338) (20,617) Total adj. operating expenses 164,317 111,041 Adj. operating expenses - 9 months ended
