XML 26 R19.htm IDEA: XBRL DOCUMENT
v3.25.1

Stock-Based Compensation | 3 Months Ended
--- | ---
Mar. 31, 2025
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | 10. Stock-Based Compensation Stock-Based Compensation Expense Stock-based compensation, measured at the grant date based on the fair value of the award, is typically recognized ratably over the requisite services period, using the straight-line method of expense attribution. The Company recorded stock-based compensation expense in the following categories of its unaudited condensed consolidated statements of operations (in thousands):
|  | For the Three Months Ended March 31, |
|  | 2025 |  |  | 2024 |
Engineering services |  | $ | 4,018 |  |  | $ | 1,607 |
General and administrative costs |  |  | 3,808 |  |  |  | 3,326 |
Total |  | $ | 7,826 |  |  | $ | 4,933 |
The Company estimates the fair value of the stock option awards to employees, non-employees and non-employee members of the Board of Directors using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (i) the expected volatility of the Company's stock, (ii) the expected term of the award, (iii) the risk-free interest rate, and (iv) any expected dividends. Due to the lack of company-specific historical and implied volatility data, the Company based the estimate of expected volatility on the estimated and expected volatilities of a representative group of publicly traded companies. For these analyses, the Company selects companies with comparable characteristics including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of the Company’s stock price becomes available. For awards that qualify as “plain-vanilla” options, the Company estimates the expected life of the employee stock options using the “simplified” method, whereby the expected life equals the average of the vesting term and the original contractual term of the option. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The fair value of restricted stock units granted to employees, non-employees, and non-employee members of the Board of Directors is based on the fair value of the Company’s stock on the grant date. The Company elects to account for forfeitures as they occur rather than apply an estimated forfeiture rate to stock-based compensation expense. AST LLC 2019 Equity Incentive Plan Prior to the Business Combination, under the 2019 Equity Incentive Plan (“AST LLC Incentive Plan”), AST LLC was authorized to issue ordinary shares, as well as options exercisable for ordinary shares, as incentives to its employees, non-employees, and non-employee members of its Board of Directors. Following the Business Combination, no further grants were made or will be made under the AST LLC Incentive Plan. In connection with the Business Combination, the existing AST LLC options were reclassified into options to acquire AST LLC Incentive Equity Units, and there was no incremental compensation cost and the terms of the outstanding awards, including fair value, vesting conditions and classification, were unchanged. Each AST LLC Incentive Equity Unit is convertible into one AST LLC Common Unit and each AST LLC Common Unit is redeemable for one share of Class A Common Stock on the later of the (i) 24-month anniversary of the consummation of the Business Combination and (ii) six-month anniversary from the vesting date. The AST LLC Incentive Plan continues to govern the terms and conditions of the outstanding awards granted under it, except that in lieu of ordinary shares, holders of options under the AST LLC Incentive Plan have the right to exercise for AST LLC Incentive Units, which may then be converted into AST LLC Common Units, which may further be converted into shares of the Class A Common Stock. There were two types of options granted under the AST LLC Incentive Plan: (1) service-based options and (2) performance-based options. Service-based options typically vest over a five year service period with 20% of the award vesting on the first anniversary of the employee’s commencement date, and the balance thereafter in 48 equal monthly installments. Certain service-based options also provide for accelerated vesting if there is a change in control or other performance condition as defined by the AST LLC Incentive Plan. Performance-based options typically vest on the earliest date that any of the following occurs: (i) AST LLC effects an initial public offering and becomes a reporting company, (ii) AST LLC experiences a change of control, or (iii) other specified performance conditions. Both service-based and performance-based options typically expire no later than 10 years from the date of grant. AST LLC was authorized to issue a total of 12,812,959 Incentive Equity Units under a reserve set aside for equity awards. As of March 31, 2025, there were options to acquire 6,020,249 Incentive Equity Units outstanding under the AST LLC Incentive Plan. The following table summarizes AST LLC’s option activity for the three months ended March 31, 2025:
|  | Options |  |  | Weighted-Average Exercise Price |  |  | Weighted-Average Remaining Contractual Term (years) |
Outstanding as of December 31, 2024 |  |  | 6,390,261 |  |  | $ | 1.14 |  |  |  | 4.79 |
Granted |  |  | - |  |  |  | - |  |  |  | - |
Exercised |  |  | (356,815 | ) |  |  | 3.58 |  |  |  | - |
Cancelled or forfeited |  |  | (13,197 | ) |  |  | 10.00 |  |  |  | - |
Outstanding as of March 31, 2025 |  |  | 6,020,249 |  |  | $ | 0.98 |  |  |  | 4.49 |
Options exercisable as of March 31, 2025 |  |  | 5,211,633 |  |  | $ | 0.98 |  |  |  | 4.43 |
Vested and expected to vest as of March 31, 2025 |  |  | 5,264,393 |  |  | $ | 1.06 |  |  |  | 4.44 |
The following table summarizes AST LLC’s unvested option activity for the three months ended March 31, 2025:
|  | Number of Shares |  |  | Weighted-Average Grant Date Fair Value |
Unvested as of December 31, 2024 |  |  | 869,112 |  |  | $ | 0.64 |
Granted |  |  | - |  |  |  | - |
Vested |  |  | (47,806 | ) |  |  | 2.57 |
Forfeited |  |  | (12,690 | ) |  |  | 10.40 |
Unvested as of March 31, 2025 |  |  | 808,616 |  |  | $ | 0.47 |
As of March 31, 2025, total unrecognized compensation expense related to the unvested stock options was $0.2 million, which is expected to be recognized over a weighted average period of 0.62 years. SpaceMobile 2020 Incentive Award Plan In connection with the Business Combination, the Company adopted the 2020 Incentive Award Plan (the “2020 Plan”). Awards could have been made under the 2020 Plan covering an aggregate number of Class A Common Stock shares equal to 10,800,000. Any shares distributed pursuant to an award could have consisted, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market. The 2020 Plan provided for the grant of stock options, restricted stock, dividend equivalents, restricted stock units, incentive unit awards, stock appreciation rights, and other stock or cash-based awards. Each incentive unit issued pursuant to an award, if any, counted as one share for purposes of calculating the aggregate number of shares available for issuance under the 2020 Plan. On July 29, 2024, the 2020 Plan was replaced and superseded by the AST SpaceMobile, Inc. 2024 Incentive Award Plan (the “2024 Plan”). No new awards may be made under the 2020 Plan, although outstanding awards previously made under the 2020 Plan continue to be governed by the terms of the 2020 Plan. Refer below for further detail. Two types of equity awards were granted under the 2020 Plan: (1) service-based options and (2) service-based and performance-based restricted stock units. Service-based options typically vest over a four year service period with 25% of the award vesting on the first anniversary of the employee’s commencement date, and the balance thereafter in 36 equal monthly installments. Service-based restricted stock units typically vest over a four year service period with 25% of the award vesting on each anniversary of the employee’s vesting commencement date. Performance-based restricted stock units typically vest on the earliest date that any of the following occurs: (i) the Company attains an incremental capital investment or (ii) other specified performance conditions. Options typically expire no later than 10 years from the date of grant. Stock Options As of March 31, 2025, t here were 3,159,421 service-based options outstanding under the 2020 Plan. The following table summarizes the Company’s option activity under the 2020 Plan for the three months ended March 31, 2025:
|  | Options |  |  | Weighted-Average Exercise Price |  |  | Weighted-Average Remaining Contractual Term (years) |
Outstanding as of December 31, 2024 |  |  | 3,649,458 |  |  | $ | 9.15 |  |  |  | 7.88 |
Granted |  |  | - |  |  |  | - |  |  |  |
Exercised |  |  | (445,814 | ) |  |  | 9.18 |  |  |  |
Cancelled or forfeited |  |  | (44,223 | ) |  |  | 4.49 |  |  |  |
Outstanding as of March 31, 2025 |  |  | 3,159,421 |  |  | $ | 9.21 |  |  |  | 7.72 |
Options exercisable as of March 31, 2025 |  |  | 1,742,684 |  |  | $ | 8.64 |  |  |  | 7.13 |
Vested and expected to vest as of March 31, 2025 |  |  | 3,159,421 |  |  | $ | 9.21 |  |  |  | 7.72 |
The following table summarizes the Company’s unvested option activity under the 2020 Plan for the three months ended March 31, 2025:
|  | Number of Shares |  |  | Weighted-Average Grant Date Fair Value |
Unvested as of December 31, 2024 |  |  | 1,701,857 |  |  | $ | 4.70 |
Granted |  |  | - |  |  |  | - |
Vested |  |  | (244,229 | ) |  |  | 3.62 |
Forfeited |  |  | (40,891 | ) |  |  | 2.17 |
Unvested as of March 31, 2025 |  |  | 1,416,737 |  |  | $ | 4.96 |
There were no stock options granted under the 2020 Plan during the three months ended March 31, 2025. The weighted-average grant-date fair value of stock options granted under the 2020 Plan during the three months ended March 31, 2024 was $1.64. As of March 31, 2025, total unrecognized compensation expense related to the unvested stock options under the 2020 Plan was $6.4 million, which is expected to be recognized over a weighted average period of 2.24 years. Restricted Stock Units As of March 31, 2025, there were 2,661,236 restricted stock units outstanding under the 2020 Plan. The following table summarizes the Company’s unvested restricted stock unit activity under the 2020 Plan for the three months ended March 31, 2025:
|  | Number of Shares |  |  | Weighted-Average Grant Date Fair Value |
Unvested as of December 31, 2024 |  |  | 2,967,177 |  |  | $ | 12.55 |
Granted |  |  | - |  |  |  | - |
Vested |  |  | (196,566 | ) |  |  | 12.35 |
Forfeited |  |  | (109,375 | ) |  |  | 5.97 |
Unvested as of March 31, 2025 |  |  | 2,661,236 |  |  | $ | 12.84 |
As of March 31, 2025, total unrecognized compensation expense related to the unvested restricted stock units under the 2020 Plan was $20.2 million, which is expected to be recognized over a weighted average period of 2.18 years. SpaceMobile 2024 Incentive Award Plan On September 10, 2024, the Company’s stockholders approved the 2024 Plan, which replaced and superseded the 2020 Plan, effective July 29, 2024 (the “Effective Date”). Awards may be made under the 2024 Plan covering an aggregate number of Class A Common Stock shares not to exceed the sum of (i) 2,000,000 shares, plus (ii) one share for every one share available for award under the 2020 Plan. Any shares subject to an award under the 2024 Plan or the 2020 Plan that expires, is forfeited, otherwise terminates or is settled in cash, after the Effective Date, shall be added to the shares reserved for issuance under the 2024 Plan. In addition, the number of shares available for issuance under the 2024 Plan may increase on each January 1st occurring following the Effective Date in an amount up to 2,000,000 shares by action of the Company’s Board of Directors or its committee, as applicable. On December 4, 2024, in accordance with the evergreen feature, effective January 1, 2025, an additional 2,000,000 shares of Common Stock were authorized by the Company’s Board of Directors to be issued under the 2024 Plan. Any shares distributed pursuant to an award may consist, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market. The 2024 Plan provides for the grant of stock options, restricted stock, dividend equivalents, restricted stock units, incentive unit awards, stock appreciation rights, and other stock or cash-based awards. Each incentive unit issued pursuant to an award, if any, shall count as one share for purposes of calculating the aggregate number of shares available for issuance under the 2024 Plan. Two types of equity awards have been granted under the 2024 Plan: (1) service-based options and (2) service-based and performance-based restricted stock units. Service-based options typically vest over a four year service period with 25% of the award vesting on the first anniversary of the employee’s vesting commencement date, and the balance thereafter in 36 equal monthly installments. Service-based restricted stock units typically vest over a three or four year service period with 1/3 or 25% of the award vesting on each anniversary of the employee’s vesting commencement date. Performance-based restricted stock units typically vest on the earliest date that any of the following occurs: (i) the Company attains an incremental capital investment or (ii) other specified performance conditions. Stock Options As of March 31, 2025, ther e were 67,000 service-based options outstanding under the 2024 Plan. The following table summarizes the Company’s option activity under the 2024 Plan for the three months ended March 31, 2025:
|  | Options |  |  | Weighted-Average Exercise Price |  |  | Weighted-Average Remaining Contractual Term (years) |  |
Outstanding as of December 31, 2024 |  |  | 44,000 |  |  | $ | 22.51 |  |  |  | 9.93 |  |
Granted |  |  | 23,000 |  |  |  | 28.57 |  |  |  | - |  |
Exercised |  |  | - |  |  |  | - |  |  |  | - |  |
Cancelled or forfeited |  |  | - |  |  |  | - |  |  |  | - |  |
Outstanding as of March 31, 2025 |  |  | 67,000 |  |  | $ | 24.59 |  |  |  | 9.76 |  |
Options exercisable as of March 31, 2025 |  |  | - |  |  | $ | - |  |  |  | - |  |
Vested and expected to vest as of March 31, 2025 |  |  | 67,000 |  |  | $ | 24.59 |  |  |  | 9.76 |  |
The following table summarizes the Company’s unvested option activity under the 2024 Plan for the three months ended March 31, 2025:
|  | Number of Shares |  |  | Weighted-Average Grant Date Fair Value |  |
Unvested as of December 31, 2024 |  |  | 44,000 |  |  | $ | 12.42 |  |
Granted |  |  | 23,000 |  |  |  | 16.23 |  |
Vested |  |  | - |  |  |  | - |  |
Forfeited |  |  | - |  |  |  | - |  |
Unvested as of March 31, 2025 |  |  | 67,000 |  |  | $ | 13.73 |  |
The weighted-average grant-date fair value of stock options granted under the 2024 Plan during the three months ended March 31, 2025 was $16.23. At March 31, 2025, total unrecognized compensation expense related to the unvested stock options under the 2024 Plan was $0.9 million, which is expected to be recognized over a weighted average period of 3.8 years. Restricted Stock Units As of March 31, 2025, there were 1,719,565 restricted stock units outstanding under the 2024 Plan. The following table summarizes the Company’s unvested restricted stock unit activity under the 2024 Plan for the three months ended March 31, 2025:
|  | Number of Shares |  |  | Weighted-Average Grant Date Fair Value |  |
Unvested as of December 31, 2024 |  |  | 1,310,382 |  |  | $ | 23.49 |  |
Granted |  |  | 455,855 |  |  |  | 28.57 |  |
Vested |  |  | (36,085 | ) |  |  | 25.94 |  |
Forfeited |  |  | (10,587 | ) |  |  | 22.89 |  |
Unvested as of March 31, 2025 |  |  | 1,719,565 |  |  | $ | 24.79 |  |
As of March 31, 2025, total unrecognized compensation expense related to the unvested restricted stock units under the 2024 Plan was $24.9 million, which is expected to be recognized over a weighted average period of 2.67 years. SpaceMobile 2020 Employee Stock Purchase Plan In connection with the Business Combination, the Company adopted the 2020 Employee Stock Purchase Plan (the “ESPP”). The aggregate number of Common Stock shares that may be issued pursuant to rights granted under the ESPP is 2,000,000 shares. If any right granted under the ESPP shall for any reason terminate without having been exercised, the shares not purchased under such right shall again become available for issuance under the ESPP. As of March 31, 2025, the Company had not issued any awards under the ESPP.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration