ASTS

On June 22, 2026, AA Gables 2, LLC ("AA Gables 2") entered into a master confirmation, supplemental confirmation and pricing notice under Rule 144 under the Securities Act of 1933, as amended, in respect of a variable prepaid forward transaction (the "Forward Contract") with an unaffiliated dealer covering up to a maximum of 2,500,000 shares of the Issuer's Class A Common Stock (the "Subject Shares"). The Forward Contract obligates AA Gables 2 to deliver to the dealer up to the Subject Shares (or at AA Gables 2's election, an equivalent amount of cash) on specified dates in March of 2028. The transaction is divided into four components, each comprising up to 625,000 shares of Class A Common Stock (the "Component Shares").

(Continued from Footnote 1) The number of Component Shares (or the equivalent amount of cash if AA Gables 2 elects cash settlement), to be delivered to the dealer on the related settlement date will be based on the volume-weighted average price per share of Class A Common Stock on the related valuation date (the "Settlement Price").

The number of shares of Class A Common Stock (or, in each case, the equivalent amount of cash if AA Gables 2 elects cash settlement), to be delivered to the dealer at settlement will be determined as follows: (A) if the Settlement Price is less than or equal to $59.58 (the "Floor Price"), AA Gables 2 will deliver the Component Shares; (B) if the Settlement Price is less than or equal to $111.72 (the "Cap Price"), but greater than the Floor Price, AA Gables 2 will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and

(Continued from Footnote 3) (C) if the Settlement Price is greater than the Cap Price, AA Gables 2 will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price.

In exchange for assuming these obligations, AA Gables 2 received an upfront aggregate cash payment of approximately $146.7 million. AA Gables 2 has pledged 2,500,000 common units of AST & Science, LLC (the "Pledged Securities") to secure its obligations under the Forward Contract. AA Gables 2 will retain voting rights in the Pledged Securities during the term of the Forward Contract.

Mr. Avellan is the sole member and managing member of AA Gables 2.

Includes a grant of 2,124 restricted stock awards that vest in full on the earlier to occur of (i) the one-year anniversary of the June 12, 2026 grant date and (ii) the date of the next annual meeting of stockholders following the grant date, subject to continued service through the applicable vesting date.

Includes a grant of 2,124 restricted stock awards that vest in full on the earlier to occur of (i) the one-year anniversary of the June 12, 2026 grant date and (ii) the date of the next annual meeting of stockholders following the grant date, subject to continued service through the applicable vesting date.

Includes a grant of 2,124 restricted stock awards that vest in full on the earlier to occur of (i) the one-year anniversary of the June 12, 2026 grant date and (ii) the date of the next annual meeting of stockholders following the grant date, subject to continued service through the applicable vesting date.

Includes a grant of 2,124 restricted stock awards that vest in full on the earlier to occur of (i) the one-year anniversary of the June 12, 2026 grant date and (ii) the date of the next annual meeting of stockholders following the grant date, subject to continued service through the applicable vesting date.

Includes a grant of 2,124 restricted stock awards that vest in full on the earlier to occur of (i) the one-year anniversary of the June 12, 2026 grant date and (ii) the date of the next annual meeting of stockholders following the grant date, subject to continued service through the applicable vesting date.

Represents the weighted average selling price. These shares were sold in multiple transactions at prices ranging from $93.25 per share to $94.64 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Represents a payment of tax liability by withholding securities incident to the vesting of Restricted Stock Awards representing 5,611 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of 5,403 shares.

The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 12, 2025.

Represents the weighted average selling price. These shares were sold in multiple transactions at prices ranging from $90.97 per share to $103.92 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Represents a payment of tax liability by withholding securities incident to the vesting of Restricted Stock Units representing 83,333 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of 50,579 shares.

Represents a payment of tax liability by withholding securities incident to the vesting of Restricted Stock Units representing 6,666 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of 4,045 shares.

Represents a payment of tax liability by withholding securities incident to the vesting of Restricted Stock Units representing 41,666 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of 25,289 shares.

Represents a payment of tax liability by withholding securities incident to the vesting of Restricted Stock Units representing 41,666 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of 25,271 shares.

This amendment is being filed to address a revision in the number of shares withheld from 16,377 to 16,395 for payment of tax liability incident to the vesting of Restricted Stock Units.

Represents a payment of tax liability by withholding securities incident to the vesting of Restricted Stock Units representing 41,666 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of 20,391 shares.

Represents a grant of restricted stock units ("RSUs") that will vest one third on the first and second anniversary of May 15, 2026 and one third on September 30, 2028, subject to the Reporting Person's continued service through the vesting date. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

Represents shares of Class A Common Stock sold by the Reporting Person primarily to cover anticipated tax liabilities.

Represents shares of Class A Common Stock obtained from exercise of AST LLC Incentive Equity Options.

Six months after vesting, each AST LLC Incentive Equity Option is exercisable for an AST LLC Incentive Equity Unit, each of which is then exchangeable for an AST LLC Common Unit that is redeemable for one share of Class A Common Stock. The AST LLC Incentive Equity Options expire no later than 10 years from the date of grant.

Represents achievement of certain performance-based stock unit awards ("PSUs") granted on September 26, 2024, following certification by the Issuer's compensation committee that the applicable company and individual performance conditions had been satisfied. One third of the PSUs representing 22,222 shares of Class A Common Stock vested immediately on May 18, 2026 and the remaining PSUs will vest equally on May 15, 2027 and May 15, 2028, subject to the Reporting Person's continued service through the vesting dates. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

Represents a payment of tax liability by withholding securities incident to the vesting of PSUs representing 22,222 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of 10,872 shares.

Represents shares of Class A Common Stock sold by the Reporting Person to cover anticipated tax liabilities in connection with the vesting of granted RSUs.

Represents the weighted average selling price. These shares were sold in multiple transactions at prices ranging from $76.06 per share to $76.56 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Represents a payment of tax liability by withholding securities incident to the vesting of Restricted Stock Units representing 75,000 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of 45,487 shares.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.04 to $88.71 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 2 to this Form 4.

The shares of Class A Common Stock of the Issuer (the "Common Stock") set forth herein are held of record by Rakuten Mobile, Inc., a wholly-owned subsidiary of Rakuten Group, Inc. Hiroshi Mikitani is the founder, Chairman and Chief Executive Officer of Rakuten Group, Inc. and has voting and investment discretion with respect to the securities held of record by Rakuten Mobile, Inc. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Mikitani and Rakuten Group, Inc. may be deemed to be the beneficial owner of the securities beneficially owned by Rakuten Mobile, Inc. Mr. Mikitani and Rakuten Group, Inc. hereby disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.50 to $103.96 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 2 to this Form 4.

The shares of Class A Common Stock of the Issuer (the "Common Stock") set forth herein are held of record by Rakuten Mobile, Inc., a wholly-owned subsidiary of Rakuten Group, Inc. Hiroshi Mikitani is the founder, Chairman and Chief Executive Officer of Rakuten Group, Inc. and has voting and investment discretion with respect to the securities held of record by Rakuten Mobile, Inc. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Mikitani and Rakuten Group, Inc. may be deemed to be the beneficial owner of the securities beneficially owned by Rakuten Mobile, Inc. Mr. Mikitani and Rakuten Group, Inc. hereby disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein.

Represents a payment of tax liability by withholding securities incident to the vesting of Restricted Stock Units representing 33,333 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of 21,166 shares.

Represents a payment of tax liability by withholding securities incident to the vesting of Restricted Stock Units representing 18,229 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of 9,872 shares.

Represents a payment of tax liability via forfeiture by withholding securities incident to the vesting of Restricted Stock Units representing 61,458 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of 38,968 shares. The Reporting Person did not sell any shares.

Represents a payment of tax liability by withholding securities incident to the vesting of Restricted Stock Units representing 41,145 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of 25,904 shares.

Represents achievement of certain performance-based stock unit awards ("PSUs") granted on December 2, 2025, following certification by the Issuer's compensation committee that the applicable individual performance conditions had been satisfied. One third of the PSUs representing 61,459 shares of Class A Common Stock will vest on March 31, 2026 and the remaining PSUs will vest equally on March 31, 2027 and March 31, 2028, subject to the Reporting Person's continued service through the vesting dates. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

Represents achievement of certain performance-based stock unit awards ("PSUs") granted on December 2, 2025, following certification by the Issuer's compensation committee that the applicable individual performance conditions had been satisfied. One third of the PSUs representing 41,146 shares of Class A Common Stock will vest on March 31, 2026 and the remaining PSUs will vest equally on March 31, 2027 and March 31, 2028, subject to the Reporting Person's continued service through the vesting dates. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

Represents achievement of certain performance-based stock unit awards ("PSUs") granted on December 2, 2025, following certification by the Issuer's compensation committee that the applicable individual performance conditions had been satisfied. One third of the PSUs representing 33,334 shares of Class A Common Stock will vest on March 31, 2026 and the remaining PSUs will vest equally on March 31, 2027 and March 31, 2028, subject to the Reporting Person's continued service through the vesting dates. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

Represents achievement of certain performance-based stock unit awards ("PSUs") granted on December 2, 2025, following certification by the Issuer's compensation committee that the applicable individual performance conditions had been satisfied. One third of the PSUs representing 18,229 shares of Class A Common Stock will vest on March 31, 2026 and the remaining PSUs will vest equally on March 31, 2027 and March 31, 2028, subject to the Reporting Person's continued service through the vesting dates. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 12, 2025.

Represents the weighted average selling price. These shares were sold in multiple transactions at prices ranging from $86.71 per share to $90.70 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Represents a payment of tax liability by withholding securities incident to the vesting of Restricted Stock Units representing 3,664 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of 8,836 shares.

Six months after vesting, each AST LLC Incentive Equity Option is exercisable for an AST LLC Incentive Equity Unit, each of which is then exchangeable for an AST LLC Common Unit that is redeemable for one share of Class A Common Stock. The AST LLC Incentive Equity Options expire no later than 10 years from the date of grant.

Represents shares of Class A Common Stock obtained from exercise of AST LLC Incentive Equity Options.

Represents a payment of tax liability by withholding securities incident to the vesting of Restricted Stock Units representing 3,000 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of 2,167 shares.

The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 8, 2025.

The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 8, 2025.

The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 8, 2025.

Represents the weighted average selling price. These shares were purchased in multiple transactions at prices ranging from $71.54 per share to $72.85 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Represents shares of Class A Common Stock ("Class A Shares") of AST SpaceMobile, Inc. (the "Issuer") held by ATC TRS II LLC ("TRS II"), a wholly owned subsidiary of American Tower Corporation (together with TRS II, the "Reporting Persons"), sold pursuant to a block trade with Barclays Capital Inc.

The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 12, 2025.

Represents the weighted average selling price. These shares were sold in multiple transactions at prices ranging from $70.74 per share to $74.94 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Represents a grant of restricted stock units ("RSUs") that will vest one third on the first, second and third anniversary of May 30, 2025, subject to the Reporting Person's continued service through the vesting date. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

Represents a grant of restricted stock units ("RSUs") that vest 33% per year on each of the first, second, and third anniversary of May 30, 2025, subject to the Reporting Person's continued service through the vesting date. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

Represents a grant of restricted stock units ("RSUs") that vest 33% per year on each of the first, second, and third anniversary of May 30, 2025, subject to the Reporting Person's continued service through the vesting date. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

Represents a grant of restricted stock units ("RSUs") that vest 33% per year on each of the first, second, and third anniversary of May 30, 2025, subject to the Reporting Person's continued service through the vesting date. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

Reflects shares held by trusts for the benefit of the reporting person's children, in which the reporting person disclaims pecuniary interest. The reporting person is not the trustee of these trusts.