Pomerantz Law Firm Announces the Filing of a Class Action Against AST SpaceMobile, Inc. and Certain Officers – ASTS

NEW YORK, Sept. 15, 2026 (GLOBE NEWSWIRE) -- Pomerantz LLP announces that a class action lawsuit has been filed against AST SpaceMobile, Inc. (“AST” or the “Company”) (NASDAQ: ASTS) and certain officers. The class action, filed in the United States District Court for the Western District of Texas, Midland-Odessa Division, and docketed under 26-cv-00378, is on behalf of a class consisting of all persons and entities other than Defendants that purchased or otherwise acquired AST securities between March 4, 2025 and July 15, 2026, both dates inclusive (the “Class Period”), seeking to recover damages caused by Defendants’ violations of the federal securities laws and to pursue remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, against the Company and certain of its top officials.

If you are an investor who purchased or otherwise acquired AST securities during the Class Period, you have until November 13, 2026 to ask the Court to appoint you as Lead Plaintiff for the class. A copy of the Complaint can be obtained at www.pomerantzlaw.com. To discuss this action, contact Danielle Peyton at newaction@pomlaw.com or 646-581-9980 (or 888.4-POMLAW), toll-free, Ext. 7980. Those who inquire by e-mail are encouraged to include their mailing address, telephone number, and the number of shares purchased.

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AST, together with its subsidiaries, designs and develops the constellation of BlueBird satellites in the United States (“U.S.”). The Company provides a cellular broadband network in space for direct access by smartphones for commercial use and other applications, as well as for government use. In addition, its SpaceMobile service provides cellular broadband services to end-users who are out of terrestrial cellular coverage.

At all relevant times, Defendants touted AST’s purportedly unique competitive advantages and leadership position in the satellite direct-to-cellular (“D2C”) market. In particular, throughout the Class Period, Defendants touted AST’s business and financial prospects as purportedly the only established space-based cellular broadband network for mobile phones.

Defendants’ assurances regarding AST’s purportedly durable competitive position in the satellite D2C market came into question in September 2025, when American telecommunications company EchoStar Corporation (“EchoStar”) announced that it had entered into a definitive agreement with SpaceX, an American aerospace manufacturer and space transportation company, to sell its AWS-4 and H-block spectrum licenses (the “EchoStar Transaction”). In connection with the EchoStar Transaction, SpaceX and EchoStar agreed to enter into a long-term commercial agreement, enabling EchoStar’s Boost Mobile subscribers—through its cloud-native 5G core—to access SpaceX’s next generation D2C service provided by its telecommunications subsidiary Starlink Services, LLC (“Starlink”).

SpaceX commands a dominant position in the global aerospace and orbital launch industry, with the ability to produce and launch numerous satellites at scale. Its subsidiary Starlink provides a broadband internet satellite constellation that accounts for roughly 54% of all active satellites in Earth’s orbit, with approximately 9,821 Starlink satellites currently active in low Earth orbit. Viewed in combination with its considerable resources, SpaceX’s entry into the satellite D2C market was potentially a threat to AST’s commercial aspirations.

Following the EchoStar Transaction, however, Defendants continued to assure investors and the market that AST remained in a competitive class of its own, with the Company poised to realize significant revenues and profits in the near-term. Likewise, Defendants continuously represented that AST’s capital and liquidity position was sufficient to meet its strategic and business goals at all relevant times, notwithstanding the heightened competitive pressures it faced following the EchoStar Transaction.

The complaint alleges that, throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operations, and prospects. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) AST’s increasing capital requirements were likely to increase the Company’s debt load and share dilution with greater frequency and at greater scale than Defendants had signaled to investors; (ii) accordingly, Defendants had overstated the sufficiency of AST’s capital and liquidity position to achieve its strategic and business goals; (iii) Defendants likewise overstated the durability of AST’s competitive position in the satellite D2C market; (iv) even following the EchoStar Transaction, Defendants continued overstating AST’s competitive position in the satellite D2C market; (v) AST was experiencing slow user adoption in the U.S. and Japan; (vi) the foregoing was likely to have a significant negative impact on the Company’s business and financial prospects; and (vii) as a result, Defendants’ public statements were materially false and misleading at all relevant times.

The truth began to emerge on September 8, 2025, when UBS issued a report downgrading AST to a “Neutral” from “Buy” recommendation, as well as cutting its price target on the Company to $43.00 from $62.00, mainly citing heightened competitive pressures related to the EchoStar Transaction, which “fortifies [Starlink’s] position in the space to cellular market and increases risk for AST[] as it drives utilization on its nascent constellation[.]”

Following the release of UBS’s report, AST’s Class A common stock price fell $3.86 per share, or 9.47%, to close at $36.91 per share on September 9, 2025.

On October 21, 2025, AST issued a press release “announc[ing] its intent to offer . . . $850.0 million aggregate principal amount of convertible senior notes due 2036 (the ‘Notes’) in a private offering”, and that it “intends to grant the initial purchasers of the Notes . . . an option to purchase . . . up to an additional $150.0 million aggregate principal amount of Notes.” The press release disclosed that AST would use the proceeds from this offering “for general corporate purposes, including without limitation funding the deployment of AST SpaceMobile’s worldwide constellation of satellites in anticipation of adding incremental strategic markets for its SpaceMobile Service.” (Emphasis added.)

Later the same day, AST issued another press release “announc[ing] the pricing of $1.0 billion aggregate principal amount of convertible senior notes due 2036 (the ‘Notes’) in a private offering”, noting that “[t]he size of the offering has been increased from the previously announced $850.0 million principal amount of Notes”, while reiterating the same intended use for the net proceeds from the offering.

Following these disclosures, AST’s Class A common stock price fell $7.26 per share, or 9.24%, to close at $71.35 per share on October 22, 2025.

On January 6, 2026, Scotiabank issued a report downgrading AST to a “Sell” recommendation, as well as its rating to “Sector Underperform” from “Sector Perform”, citing, inter alia, significant competition from Starlink and “[e]vidence of slow user adoption in the U.S. and Japan[.]”

Following the release of Scotiabank’s report, AST’s Class A common stock price fell $11.76 per share, or 12.06%, to close at $85.73 per share on January 7, 2026.

On February 11, 2026, AST issued a press release “announc[ing] its intent to offer . . . $1.0 billion aggregate principal amount of convertible senior notes due 2036 (the ‘Notes’) in a private offering”, and that it “intends to grant the initial purchasers of the Notes . . . an option to purchase . . . up to an additional $150.0 million aggregate principal amount of Notes.” The press release disclosed that AST intended to use the proceeds from the offering “for general corporate purposes, including without limitation, accelerating the deployment of our controlled spectrum bands on a global basis, monetizing the capabilities of our proprietary technology to capture the evolving commercial opportunities related to artificial intelligence, enhancing investment in government space opportunities in the U.S., reducing higher interest debt, and pursuing opportunistic investments to accelerate our SpaceMobile Service and capabilities.” (Emphasis added.)

The next day, AST issued another press release announcing the pricing of the foregoing offering at “an initial conversion price of approximately $116.30 per share of AST SpaceMobile’s Class A common stock, which represents a premium of approximately 20% to the last reported sale price of AST SpaceMobile’s Class A common stock on February 11, 2026.”

Following these disclosures, AST’s Class A common stock price fell $14.70 per share, or 15.17%, to close at $82.22 per share on February 12, 2026. 

Then, on July 15, 2026, AST issued a press release “announc[ing] its intent to offer” yet another “$1.0 billion aggregate principal amount of convertible senior notes due 2034 (the ‘Notes’) in a private offering”, and that it “intends to grant the initial purchasers of the Notes . . . an option to purchase . . . up to an additional $150 million aggregate principal amount of Notes.” The press release disclosed that AST intended to use the proceeds from the offering to, inter alia, “pursue an expanding universe of growth initiatives and secure additional access to orbit for its space-based cellular broadband network, including partnerships and/or acquisitions to further vertically integrate its business and mitigate risks associated with third-party launch providers.” (Emphasis added.) The press release further disclosed that the Company “currently does not have any understandings or agreements with respect to any such strategic transactions.” (Emphasis added.)

Later the same day, AST issued another press release announcing the pricing of the foregoing offering. Specifically, “$1.0 billion 1.625% convertible senior notes due 2034 . . . [at] an initial conversion price of approximately $79.57 per share of AST SpaceMobile’s Class A common stock, which represents a premium of approximately 20.0% over the last reported sale price of AST SpaceMobile’s Class A common stock on July 15, 2026”, as well as “[c]apped call transactions . . . [at] an initial cap price of $149.20 per share of AST SpaceMobile’s Class A common stock, which represents a premium of 125.0% over the last reported sale price of AST SpaceMobile’s Class A common stock on July 15, 2026.”

Following the foregoing disclosures, AST’s Class A common stock price fell $11.30 per share, or 17.04%, to close at $55.01 per share on July 16, 2026.

Pomerantz LLP, with offices in New York, Chicago, Los Angeles, London, Paris, and Tel Aviv, is acknowledged as one of the premier firms in the areas of corporate, securities, and antitrust class litigation. Founded by the late Abraham L. Pomerantz, known as the dean of the class action bar, Pomerantz pioneered the field of securities class actions. Today, more than 85 years later, Pomerantz continues in the tradition he established, fighting for the rights of the victims of securities fraud, breaches of fiduciary duty, and corporate misconduct. The Firm has recovered billions of dollars in damages awards on behalf of class members. See www.pomlaw.com. 

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CONTACT:
Danielle Peyton
Pomerantz LLP
dpeyton@pomlaw.com
646-581-9980 ext. 7980