Due Diligence Capital Notes

A company with no commercial revenue, a satellite network still in early deployment, and a multi-year path to profitability walks into a shareholder meeting. The agenda item: approve 10 million new equity award shares and lock in a compensation plan running all the way through October 2035. The vote? 819,647,361 in favor, 36,483,937 against — a 95.7% approval rate that sounds, on the surface, like a ringing endorsement from the investor base.

But before you read that number as a clean mandate from the investing public, it is worth pausing on how AST SpaceMobile's voting structure actually works. At this company, not all shares are created equal. Class C common stockholders — primarily insiders and founders — hold 10 votes per share rather than the one vote that Class A shareholders, the people buying on the open market, receive. That asymmetry can make a raw vote tally look very different from what a one-share-one-vote count would produce. So when I saw that 80.2% of total voting power was represented at the November 21, 2025 special meeting, my first instinct was to look through the headline approval percentage and understand what the mechanics are actually telling ordinary shareholders.

What Is an Equity Incentive Plan — and Why Does It Matter?

An equity incentive plan is a compensation program that allows a company to grant stock-based awards — options, restricted stock units, or performance shares — to employees, executives, and directors. Instead of paying cash, the company hands out a claim on future shares of its own stock. This is how pre-revenue and early-stage growth companies compete for talent against deep-pocketed incumbents: they say, in effect, "we can't match a Big Tech salary today, but here is a share in the upside if this works."

The practical consequence for existing shareholders is dilution — the gradual reduction in each share's percentage ownership of the company as new shares are issued. If you own 1% of a company with 100 million shares outstanding and the company issues 10 million new shares to employees, your stake is now roughly 0.91% of 110 million shares. The pie did not get bigger; your slice got smaller. In a company already generating robust free cash flow — cash remaining after reinvesting in the business — this trade-off can make sense, because you are buying future talent and productivity with a currency the company is producing in abundance. In a company still assembling its first commercial network in orbit, the calculus is considerably more complicated.

AST SpaceMobile falls firmly into the second category. The company is constructing a space-based cellular broadband network: a constellation of satellites capable of connecting ordinary smartphones directly to broadband internet from space, without any special hardware on the ground. It is a genuinely audacious bet on a technology that has never been built at this scale. But audacious technology bets burn capital, and right now AST has not yet turned on meaningful commercial revenue from that network. That context matters enormously when evaluating a plan that adds 10 million shares and runs until 2035.

The Moving Parts of the November 2025 Vote

Let me walk through the specific mechanics of what shareholders actually approved.

The share pool expansion. The Amended and Restated 2024 Incentive Award Plan adds exactly 10,000,000 new Class A common shares to the equity award reserve. These are shares that management can now grant to employees and executives over time. They do not all land on the open market tomorrow — awards typically vest on multi-year schedules tied to continued employment or performance milestones — but they represent a real, quantified future claim on the company's equity that existing holders will be diluted by as grants are made and shares are issued.
The plan extension. The prior plan was set to expire on July 29, 2034. The amendment pushes that expiration date to October 6, 2035 — roughly 14 months further out. As the Form 8-K filed November 21, 2025 states directly: "The Plan reserves an additional 10,000,000 shares of the Company's Class A Common Stock for the issuance of awards under the Plan and extends the Plan's expiration date from July 29, 2034 until October 6, 2035, unless terminated earlier by the Board." That quiet extension is a meaningful signal: management is openly acknowledging that full commercial deployment is a decade-plus story, not something that wraps up in the next few years.
The three-class voting structure. AST SpaceMobile maintains Class A, Class B, and Class C common stock. Class A shareholders — the ones transacting on the open market every day — get one vote per share. Class C shareholders, predominantly insiders and founders, get 10 votes per share. At the November meeting, 153,102,460 shares were represented either in person or by proxy, constituting 80.2% of the company's total voting power. That distinction — "shares represented" versus "voting power represented" — is not an accident of language. With Class C carrying ten times the voting weight of Class A, a relatively concentrated block of insider-held shares can dominate the outcome of any stockholder vote, regardless of how the broader shareholder base feels.
The raw vote count. 819,647,361 votes were cast in favor versus 36,483,937 against, with 438,864 abstentions. Those numbers look enormous relative to the 153 million shares present at the meeting — because weighted Class C votes inflate the raw tally. The approval was decisive by any measure, but the structure means minority Class A shareholders had limited practical ability to push back even if they had wanted to.
Stock-based compensation expense. When companies grant equity awards, accounting rules require them to record stock-based compensation (SBC) — a non-cash charge on the income statement equal to the fair value of awards on their grant date, spread over the vesting period. For a pre-revenue company, rising SBC charges widen reported net losses even though no cash leaves the building. Investors focused narrowly on cash burn sometimes wave this off as a bookkeeping artifact; investors focused on long-term ownership math cannot ignore it, because the dilution is real even if the cash impact is zero.

Why Management Wants This — and Whether It Is Reasonable

I want to be fair here. None of what I have described above is exotic or unusual. Virtually every high-growth technology company — especially capital-intensive ones building physical infrastructure from scratch — relies on equity compensation to attract the engineers, orbital mechanics specialists, antenna designers, and regulatory experts a project like this demands. Competing globally for this talent pool is not optional; it is existential. A rich equity plan is arguably the only realistic tool for a company at this stage.

The extension to 2035 also reflects honest communication about the timeline rather than hype. Building a full low-Earth-orbit satellite broadband constellation is not a three-year sprint. AST's BlueBird satellites are in orbit and operating, and the company has announced carrier partnerships across multiple markets. But scaling from early service to a truly global network with millions of connected subscribers is the work of years, not months. A compensation plan with teeth through 2035 sends a message to prospective hires: we are building something that will take a decade to realize, and we intend to compensate people who see it through.

The question for shareholders is whether the cost — meaningful, concrete additional dilution at a pre-commercialization stage — is worth that benefit. I think it is a defensible trade-off, but it is not a free lunch.

What the Filing Actually Says

The primary document is the 8-K filed on November 21, 2025, with the SEC, signed by Andrew M. Johnson, Executive Vice President, Chief Financial Officer and Chief Legal Officer. The complete EDGAR filing history for AST SpaceMobile is accessible at the SEC EDGAR filing index for CIK 0001780312.

Item 5.07 of the 8-K — the shareholder vote disclosure — confirms the quorum: "There were 153,102,460 shares of the Company's Class A, Class B and Class C Common Stock represented either in person or by proxy at the Special Meeting of Stockholders, which represented 80.2% of the total voting power of the Company, thereby constituting a quorum." The vote breakdown: 819,647,361 for, 36,483,937 against, 438,864 abstentions.

Item 5.02 formally discloses the plan amendment, establishing both the new 10-million-share reserve and the revised expiration date. Everything is in black and white; there is no interpretive ambiguity about what was approved.

What Could Break This Thesis

No analysis of AST SpaceMobile is complete without a direct accounting of the ways this goes wrong.

Dilution without revenue to justify it. Adding 10 million shares to an equity award pool before the underlying satellite network is generating meaningful commercial cash flows is a straight reduction in each shareholder's ownership fraction before the asset has proven its earning power. If commercial revenue ramps slowly or inconsistently, incremental grants erode value without a compensating return on equity.
Insider voting control limits minority oversight. The Class C structure means that a 95.7% approval tells you very little about what arm's-length minority holders actually preferred. Class A shareholders cannot effectively block management initiatives through the ballot box. The governance checks that ordinary equity investors typically rely on are materially weakened when insiders wield ten votes per share.
Rising SBC charges compound reported losses. Every award granted from this expanded pool generates a non-cash stock-based compensation charge. As those charges accumulate across the life of the plan, the reported net loss per share will widen even if underlying cash burn improves. For a company that will almost certainly need to raise additional capital before it reaches commercial scale, headline losses matter — they affect the terms at which future equity or debt can be issued.
A 2035 horizon is a long time for things to go sideways. The plan runs through October 2035. Nine-plus years is an enormous runway for execution risk in a technically complex, capital-intensive, and competitively contested industry. Satellite component failures, spectrum licensing disputes in key markets, slower-than-expected carrier adoption, or a new entrant with a cheaper technical approach are all plausible scenarios that could make the 2035 finish line a moving target.

Looking Forward

Here is where I land after working through all of this. AST SpaceMobile is attempting something genuinely difficult and, if successful, genuinely valuable: extending cellular broadband to billions of people in areas too remote or economically marginal to justify traditional tower infrastructure. The technology is real. The satellites are in orbit and operating. The carrier relationships exist. The commercial opportunity, if execution holds, is large enough to matter.

But "if execution holds" is doing significant work in that sentence. Approving 10 million incremental equity award shares and extending the plan through 2035 is a defensible decision for a management team that needs to retain deep technical talent across a decade-long build. It is not, however, a neutral event for ordinary Class A shareholders. It is a concrete, quantified dilution of existing ownership, layered on top of a governance structure that limits minority recourse. Watching how quickly those 10 million shares are actually granted — and whether commercial revenue from the satellite network begins to justify the equity cost — will tell me considerably more about the quality of this management team than a lopsided vote tally ever could.