gsat-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

Commission File Number 001-33117

GLOBALSTAR, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware						41-2116508
(State or Other Jurisdiction of						(I.R.S. Employer Identification No.)
Incorporation or Organization)

1351 Holiday Square Blvd.

Covington, Louisiana 70433

(Address of Principal Executive Offices)

Registrant's Telephone Number, Including Area Code: (985) 335-1500

Securities registered pursuant to section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, par value $0.0001 per share

GSAT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of May 1, 2026, 128,788,931 shares of common stock were outstanding and 149,425 shares of preferred stock were outstanding.

FORM 10-Q

GLOBALSTAR, INC.

TABLE OF CONTENTS


		Page
PART I - FINANCIAL INFORMATION

	Cautionary Statement About Forward-Looking Statements	3

Item 1.	Financial Statements.	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	35

Item 4.	Controls and Procedures.	35

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	36

Item 1A.	Risk Factors.	36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	38

Item 3.	Defaults Upon Senior Securities.	38

Item 4.	Mine Safety Disclosures.	38

Item 5.	Other Information.	38

Item 6.	Exhibits.	39

Signatures		40

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Certain statements contained in or incorporated by reference into this Quarterly Report on Form 10-Q (this "Report"), other than purely historical information, including, but not limited to, estimates, projections, or statements relating to the pending Mergers with Amazon (each as defined herein), our business plans, objectives and expected operating results, our anticipated financial resources, our expectations about the future operational performance of our satellites (including their projected operational lives) and the completion, delivery and launch of new satellites, our expectations regarding the outcomes of regulatory and licensing proceedings, the expected growth prospects of our existing customers and the markets that we serve, and the assumptions upon which those statements are based, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words "believe," "might," "could," "project," "expect," "anticipate," "estimate," "intend," "strategy," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. We caution readers that forward-looking statements are not guarantees of future performance and actual results may differ materially from those anticipated, expected, projected or assumed in the forward-looking statements.

Important factors that may cause our actual results to differ materially from those anticipated in forward-looking statements, include, but are not limited to, our ability to complete the Mergers on the anticipated terms and timing, or at all, including obtaining required regulatory approvals and the satisfaction of other conditions to the completion of the Mergers, potential litigation relating to the Mergers, including the effects of any outcomes related thereto, the risk that disruptions from the Mergers (such as the ability of certain of our customers to terminate or amend contracts upon a change of control, or to withhold consent to such change of control) will harm our business, including current plans and operations, our ability to retain and hire key personnel, the diversion of management’s time and attention from ordinary course business operations, potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Mergers, contractual provisions that may impact our ability to pursue certain business opportunities or strategic transactions during the pendency, and/or following the completion of, the Mergers, the occurrence of any event, change, or other circumstance that could give rise to the termination of the Mergers, including in circumstances requiring us to pay a termination fee under the Merger Agreement (as defined herein), our ability to meet our obligations to attain the anticipated benefits under the Updated Services Agreements (as defined herein) and avoid the potential adjustment of the Merger Consideration (as defined herein) if we fail to meet certain milestones based on the Company's agreements with the Customer, our ability to retain existing customers, including the Customer (as defined herein), the operational performance and orbital lives of our satellites, including damage to, failure of, or disruptions or other problems at our satellites or associated ground facilities and network operations control centers, our ability to successfully or timely launch satellites, changes in our operating plans or corporate strategies, commercial acceptance of and demand for our products and services, our ability to adequately anticipate our satellite capacity needs and maintain sufficient satellite capacity to meet current and increased demand (including the impact of delays in the completion, delivery or launch of new satellites), our ability to exploit and respond to technological innovation, including integrating licensed technology into our products and services and developing, acquiring, maintaining and protecting information and intellectual property rights, our ability to effectively compete in the markets in which we operate, geopolitical and economic conditions and risks associated with doing business on a global basis, including in developing markets, the availability of equipment, component parts and other materials used in our business operations, the reliance on key suppliers, our ability to raise capital on reasonable terms, our ability to manage costs, our ability to develop and expand our business (including our ability to maintain, expand and monetize our spectrum rights), our compliance with and interpretation of laws and regulations (including tax laws and regulations), including those related to the use of our spectrum, our ability to comply with the restrictive covenants of our financing arrangements and limitations on our ability to incur additional indebtedness, any cyber-related attacks and other security breaches, our ability to obtain and maintain adequate insurance coverages, volatility of spectrum values, changes in tax rates and the results of tax examinations, litigation or investigations, regulatory restrictions, liabilities or penalties, reduction of spectrum authority, additional spectrum sharing agreements, or revocation, modification or non-renewal of necessary licenses, the opportunities for strategic business transactions and the effects of consolidation in our industry on us and our competitors, business interruptions due to natural disasters and unexpected events, volatility in the trading price of our common stock (including the risk that our stock price may decline if the Mergers are not consummated) and other factors described in more detail in Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (the "SEC") on February 27, 2026 (the "2025 Annual Report"), as updated under “Risk Factors” in Part II, Item 1A of this Report and as may be further updated by subsequent filings with the SEC. Further, new risk factors emerge from time to time, and it is not possible for us to predict all risk factors, nor can we accurately assess the ultimate impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We undertake no obligation to update any of our forward-looking statements after the date of this Report to reflect actual results, future events or circumstances, or changes in our assumptions, business plans or other changes.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

GLOBALSTAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share data)

(Unaudited)


	Three Months Ended
	March 31, 2026		March 31, 2025
Revenue:
Service revenue	$	66,701	$	57,067
Subscriber equipment sales	3,363		2,965
Total revenue	70,064		60,032
Operating expenses:
Cost of services (exclusive of depreciation, amortization, and accretion shown separately below)	23,433		18,625
Cost of subscriber equipment sales	2,467		2,047

Marketing, general and administrative	14,828		11,589
Stock-based compensation	2,705		6,957
Reduction in the value and disposal of long-lived assets	64		7,038
Depreciation, amortization and accretion	18,397		22,277
Total operating expenses	61,894		68,533
Income (loss) from operations	8,170		(8,501)
Other income (expense):

Interest income and expense, net of amounts capitalized	(19,814)		(7,945)
Foreign currency (loss) gain	(1,621)		4,106
Derivative loss and other (expense) income	(2,558)		(413)
Total other expense	(23,993)		(4,252)
Loss before income taxes	(15,823)		(12,753)
Income tax expense	1,597		4,578
Net loss	$	(17,420)	$	(17,331)

Other comprehensive income (loss):
Foreign currency translation adjustments	2,039		(2,845)
Comprehensive loss	$	(15,381)	$	(20,176)

Net loss attributable to common shareholders (Note 11)	(20,035)		(19,946)

Net loss per common share:
Basic (1)	$	(0.16)	$	(0.16)
Diluted (1)	(0.16)		(0.16)
Weighted-average shares outstanding:
Basic (1)	128,417		126,476
Diluted (1)	128,417		126,476

(1)All historical share and per share amounts for the periods prior to the completion of the 1:15 reverse stock split on February 10, 2025 reflected in this Report have been adjusted to reflect the reverse stock split.

See accompanying notes to unaudited interim condensed consolidated financial statements.

GLOBALSTAR, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share data)

(Unaudited)


	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	358,448	$	447,471
Accounts receivable, net of allowance for credit losses of $1,244 and $1,468, respectively	19,762		19,976
Inventory	10,078		9,614
Prepaid expenses and other current assets	18,257		19,667
Total current assets	406,545		496,728
Property and equipment, net	1,428,703		1,305,458
Operating lease right of use assets, net	67,005		66,698
Prepaid network costs	217,836		198,375
Derivative asset	111,859		114,461
Intangible and other assets, net of accumulated amortization of $14,128 and $12,511, respectively	145,519		144,545
Total assets	$	2,377,467	$	2,326,265
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	42,400	$	31,835
Accounts payable and accrued expenses	72,586		56,022
Accrued network construction costs	84,328		55,218
Payables to affiliates	176		391
Deferred revenue, net	54,016		62,020
Total current liabilities	253,506		205,486
Long-term debt	432,161		451,953
Operating lease liabilities	54,315		54,549
Deferred revenue, net	837,654		806,930
Other non-current liabilities	457,015		451,618
Total non-current liabilities	1,781,145		1,765,050

Total liabilities	2,034,651		1,970,536

Commitments and contingencies (Note 9)

Stockholders’ equity:

Series A Perpetual Preferred Stock of $0.0001 par value; 300,000 shares authorized and 149,425 issued and outstanding at March 31, 2026 and December 31, 2025, respectively	—		—
Voting Common Stock of $0.0001 par value; 143,333,334 shares authorized; 128,591,126 and 128,050,400 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	13		13
Additional paid-in capital	2,491,695		2,489,227
Accumulated other comprehensive income	5,325		3,286
Retained deficit	(2,154,217)		(2,136,797)
Total stockholders’ equity	342,816		355,729
Total liabilities and stockholders’ equity	$	2,377,467	$	2,326,265

See accompanying notes to unaudited interim condensed consolidated financial statements.

GLOBALSTAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands)

(Unaudited)


	Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Deficit		Total
	Shares	Amount		Shares	Amount
Balances – January 1, 2026	149	$	—	128,050	$	13	$	2,489,227	$	3,286	$	(2,136,797)	$	355,729
Net issuance of restricted stock awards and stock for employee stock options and recognition of stock-based compensation	—	—		541	—		5,086		—		—		5,086
Series A Preferred Dividends	—	—		—	—		(2,615)		—		—		(2,615)
Other	—	—		—	—		(3)		—		—		(3)
Other comprehensive income	—	—		—	—		—		2,039		—		2,039
Net loss	—	—		—	—		—		—		(17,420)		(17,420)
Balances – March 31, 2026	149	$	—	128,591	$	13	$	2,491,695	$	5,325	$	(2,154,217)	$	342,816


	Preferred Stock			Common Stock (1)			Additional Paid-In Capital (1)		Accumulated Other Comprehensive Income (Loss)		Retained Deficit		Total
	Shares	Amount		Shares	Amount
Balances – January 1, 2025	149	$	—	126,425	$	13	$	2,473,564	$	13,452	$	(2,128,146)	$	358,883
Net issuance of restricted stock awards and stock for employee stock options and recognition of stock-based compensation	—	—		154	—		8,220		—		—		8,220
Series A Preferred Dividends	—	—		—	—		(2,615)		—		—		(2,615)
Other	—	—		—	—		32		—		—		32
Other comprehensive loss	—	—		—	—		—		(2,845)		—		(2,845)
Net loss	—	—		—	—		—		—		(17,331)		(17,331)
Balances – March 31, 2025	149	$	—	126,579	$	13	$	2,479,201	$	10,607	$	(2,145,477)	$	344,344

See accompanying notes to unaudited interim condensed consolidated financial statements.

GLOBALSTAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended
	March 31, 2026		March 31, 2025
Cash flows provided by operating activities:
Net loss	$	(17,420)	$	(17,331)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, amortization and accretion	18,397		22,277
Stock-based compensation expense	2,705		6,957
Noncash interest and accretion expense	23,007		7,944
Unrealized foreign currency loss (gain)	1,656		(4,144)
Reduction in the value and disposal of long-lived assets and inventory	64		7,038

Other, net	4,057		1,008
Changes in operating assets and liabilities:
Accounts receivable	414		6,790
Inventory, prepaid expenses and other assets	943		(1,388)
Accounts payable and accrued expenses	1,408		5,227
Other non-current liabilities	336		1,152
Deferred revenue	(340)		16,334
Net cash provided by operating activities	35,227		51,864
Cash flows used in investing activities:
Payments for network upgrades to support the Phase 1 and Phase 2 Service Period	(4,487)		(39,315)
Payments for network upgrades to support the Extended MSS Network	(108,757)		(149,448)

Payments for network upgrades to support product development	(1,518)		(1,162)
Purchase of intangible assets	(1,663)		(657)
Net cash used in investing activities	(116,425)		(190,582)
Cash flows (used in) provided by financing activities:

Principal payments of 2021 Funding Agreement	(6,250)		(8,650)
Dividends paid on Series A Preferred Stock	(2,615)		(2,615)
Proceeds from issuance of common stock and exercise of options and other	829		(141)
Net cash used in financing activities	(8,036)		(11,406)
Effect of exchange rate changes on cash and cash equivalents	211		371
Net decrease in cash and cash equivalents	(89,023)		(149,753)
Cash and cash equivalents, beginning of period	447,471		391,164
Cash and cash equivalents, end of period (1)	$	358,448	$	241,411


	Three Months Ended
	March 31, 2026		March 31, 2025



Supplemental disclosure of non-cash financing and investing activities:
Increase in capitalized accrued interest including in accrued expenses and deferred revenue	$	9,038	$	5,738
Network construction assets included in accrued expenses	84,328		12,409

Construction in progress assets acquired through XCOM SSA	—		1,820

(1) Cash and cash equivalents on the consolidated balance sheet is equal to cash and cash equivalents on the statement of cash flows

See accompanying notes to unaudited interim condensed consolidated financial statements.

GLOBALSTAR, INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

Through its global satellite network, Globalstar, Inc. ("Globalstar" or the "Company") provides Mobile Satellite Services ("MSS"), including communications products and services, wholesale capacity services, terrestrial spectrum and network solutions and government services. The Company provides communications products and services to its subscribers, including data transmissions and voice communications (Commercial IoT, SPOT and Duplex). Wholesale capacity services include satellite network access and related services using the Company's network of in-orbit satellites and ground stations ("gateways") pursuant to the Company's spectrum licenses, which the Company refers to collectively as the Globalstar System. The Company also utilizes the Globalstar System for terrestrial spectrum and network solutions. Government services include strategic partnerships as well as hardware and software designs to develop specific applications operating over the Globalstar System. The Company’s only reportable segment is its MSS business. Thermo Companies, through commonly controlled affiliates (collectively, "Thermo"), is the principal owner and largest stockholder of Globalstar. The Executive Chairman of the Company's Board of Directors (the "Board") controls Thermo.

The Company has prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"); however, management believes the disclosures made are adequate to make the information presented in this Report not misleading. These financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 27, 2026 (the "2025 Annual Report").

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from estimates. The Company evaluates estimates on an ongoing basis.

These unaudited interim condensed consolidated financial statements include the accounts of Globalstar and all its subsidiaries. The Company's consolidated financial statements include results and amounts for the Globalstar SPE (as defined below), which is a variable interest entity ("VIE") further described in Note 2, of which Globalstar is the primary beneficiary. Intercompany transactions and balances have been eliminated in the consolidation. In the opinion of management, the information included herein includes all adjustments, consisting of normal recurring adjustments, that are necessary for a fair presentation of the Company’s condensed consolidated statements of operations, consolidated balance sheets, condensed consolidated statements of stockholders' equity and condensed consolidated statements of cash flows for the periods presented. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full year or any future period.

Recent Developments

On April 13, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Amazon.com, Inc., a Delaware corporation (“Amazon”), Grapefruit Acquisition Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Amazon (“Acquisition Sub I”), and Grapefruit Acquisition Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Amazon (“Acquisition Sub II” and, together with Amazon and Acquisition Sub I, the “Buyer Parties”), pursuant to which and subject to the terms and conditions of the Merger Agreement, the Buyer Parties have agreed to acquire the Company (the "Mergers"). Refer to Note 14: Subsequent Events for discussion of the Merger Agreement, including the related transactions.

Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures. This ASU requires public companies to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items. The amendments should be applied prospectively; however, retrospective application is also permitted. The Company plans to adopt this standard when it becomes effective on January 1, 2027. The Company is evaluating the impact this ASU may have on its financial statement disclosures.

In September 2025, the FASB issued ASU 2025-07, "Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Non-cash Consideration from a Customer in a Revenue Contract." This ASU exclude from the scope of derivative accounting certain contracts with underlyings that are based on the operations or activities of one of the parties to the contract. This ASU also clarifies that an entity receiving share-based noncash consideration from a customer that is consideration for the transfer of goods or services in a revenue contract is required to apply the guidance on noncash consideration in ASC 606. The standard is effective for annual and interim reporting periods beginning after December 16, 2026, with early adoption permitted. The standard may be applied using a prospective or modified retrospective transition approach. The Company is evaluating the impact this ASU may have on accounting for embedded derivatives and the related financial statement disclosures.

2. SPECIAL PURPOSE ENTITY

The Company provides wholesale capacity services over its mobile satellite system (the "Services") to its customer, Apple Inc. (the "Customer"), pursuant to a service agreement and certain related ancillary agreements (collectively, the "Service Agreements") for the Phase 1 Service Period and Phase 2 Service Period (as defined below). The Service Agreements generally require Globalstar to allocate network capacity to support the Services, which launched in November 2022.

Effective November 5, 2024, (the "2024 Closing Date") the Company and the Customer amended the Service Agreements and entered into other related agreements (the Service Agreements as amended, collectively, the "Updated Services Agreements") for Globalstar to deliver expanded services to the Customer over a new MSS network, including a new satellite constellation, expanded ground infrastructure, and increased global MSS licensing (the "Extended MSS Network") for the Services provided over the Extended MSS Network. The Extended MSS Network will be (i) owned by Globalstar Licensee, LLC, together with its subsidiaries (collectively, the "Globalstar SPE"), a VIE, and (ii) operated by the Company. The Customer (i) has prepaid, and is required, subject to certain conditions, to continue to prepay for, certain services to be delivered by the Company to the Customer who will utilize the Extended MSS Network under the Updated Services Agreements and (ii) is a passive equity holder in Globalstar SPE.

The Company's allocated capacity supports the following phases of the Services: 1) current Services provided over the Globalstar System ("Phase 1 Service Period"), 2) future Services provided over the new replacement satellites ("Phase 2 Service Period"), of which such Services are expected to commence following the launch of the first set of such replacement satellites, which is currently scheduled for May 2026 (refer to Note 9: Commitments and Contingencies for further discussion), and 3) future Services provided over the Extended MSS Network.

The Globalstar SPE holds and administers, or will administer in the future, certain spectrum licenses, satellites, ground stations and other network assets for use and operation by the Company and to enable and provide services to the Customer pursuant to the Updated Services Agreements. The Globalstar SPE does not have commercial operations.

The table below includes the assets of the Globalstar SPE as of March 31, 2026 and December 31, 2025 (in thousands):


	As of:
	March 31, 2026		December 31, 2025
Assets:
Cash and cash equivalents	$	2,011	$	720
Property and equipment, net	717,342		653,668
Prepaid network costs	185,547		158,547
Intangibles and other asset, net	11,686		11,684
Total Assets	$	916,586	$	824,619

Customer Class B Units

On the 2024 Closing Date, the Customer purchased 400,000 Class B Units in the Globalstar SPE (the "Customer Class B Units") for $400 million, representing a 20% equity interest in the Globalstar SPE. Following the completion of the Mergers (discussed in Note 14: Subsequent Events), Acquisition Sub II will acquire all of the Customer Class B Units in the Globalstar SPE.

The Company holds 1,600,000 Class A Units in the Globalstar SPE, representing an 80% equity ownership in the Globalstar SPE. The Company's 80% ownership in the Globalstar SPE exposes it to residual profit or loss of the Globalstar SPE and Globalstar will absorb any expense variability of the Globalstar SPE. The Company has power over the most significant activity of the Globalstar SPE and is exposed to losses and benefits of the Globalstar SPE through its equity interest. The Company assessed the accounting considerations pursuant to ASC 810: Consolidation, and concluded that it is the primary beneficiary of the Globalstar SPE and consolidated the Globalstar SPE into the financial statements appearing in this Report. Based on the redemption provision and other characteristics of the arrangement, the Company recorded the total equity contributions from the Customer of $400 million as equity on the Globalstar SPE financial statements and a non-current liability on the Company's consolidated balance sheet. The initial minority investment in the Globalstar SPE included $224 million of in-kind contributions from the Customer and $176 million in cash contributions. The in-kind contributions included long-lead items, satellite construction in progress assets, ground network construction in progress assets, and intangible licensing work in progress assets.

Extended MSS Network Prepayments and 2024 Debt Repayment

The Updated Services Agreements provide, among other things, that the Customer will make cash payments to the Company for capital expenditures in connection with the Extended MSS Network. The payments required by the Updated Services Agreements consist of: (1) an infrastructure prepayment (as increased in April 2026, the "Infrastructure Prepayment") of up to $1.58 billion, which is to be funded quarterly (as needed) over the construction period of the satellites to be used in the Extended MSS Network, the proceeds of which the Globalstar SPE will use, together with the proceeds from the sale of the Customer Class B Units, to pay amounts due for the Extended MSS Network (including, but not limited to, construction and launch costs) and (2) an amount of $235 million that was used to fully retire the 2023 13% Notes (the "2024 Debt Repayment"), as described further herein. The terms of the Infrastructure Prepayment and the 2024 Debt Repayment are contained within one agreement (as amended in April 2026, the "2024 Prepayment Agreement"). Regardless of whether or not the Mergers are successfully consummated (as discussed in Note 14: Subsequent Events), the Company expects (i) to fully pay off amounts owed under the 2024 Prepayment Agreement and to redeem the Customer Class B Units within the design useful life of the new satellites and (ii) that such amounts payable to the Customer will be fully offset by amounts payable by the Customer under the Updated Services Agreements.

Infrastructure Prepayment

To date, the Company has received $708.6 million from the Customer pursuant to the Infrastructure Prepayment. No amounts were received during the first quarter of 2026. The Company records these prepayments as deferred revenue as they represent the Company’s obligation to provide future services to the Customer. The deferred revenue associated with the Infrastructure Prepayment will be recognized as revenue as services are performed using the Extended MSS Network. The Company accrues fees payable to the Customer on $225.0 million of the Infrastructure Prepayment and the fees will be reduced or eliminated entirely if the Company meets certain defined milestones (as amended in April 2026) associated with the

completion of the Extended MSS Network. The remainder of the Infrastructure Prepayment does not accrue fees. Refer to Note 3: Revenue for further discussion.

Service Fees

As consideration for the satellite services provided for in the Updated Services Agreements, the incremental service fees payable by the Customer to the Company include fees tied to the cost of the Extended MSS Network, fees for providing additional related services, fees tied to expenses incurred by the Company for the provision of such services, and performance bonuses. Payment of a portion of these fees is subject to the satisfaction of certain licensing, service levels and milestone achievements (as adjusted in April 2026). For a discussion of the amendment of these milestones and the potential downward adjustment of the Merger Consideration (as defined below) if we fail to attain them, see "Impact of Amendments of Arrangements with the Customer and the Pending Mergers" immediately below and Note 14: Subsequent Events. Additionally, the Updated Services Agreements also provide for annual service fees of $30 million to be accelerated. Such accelerated payments began in the first quarter of 2025.

Impact of Amendments of Arrangements with the Customer and the Pending Mergers

See Note 14: Subsequent Events for a discussion of certain arrangements with the Customer entered into on April 13, 2026 in connection with the Merger Agreement, including:

(1)amendments to the 2024 Prepayment Agreement;

(2)amendments to the SOW (as defined in Note 14: Subsequent Events), which among other things, amended certain milestones;

(3)the Amendment to the Thermo Guaranty (as defined below); and

(4)upon consummation of the Mergers, (1) a change in the ownership of the Globalstar SPE and (2) the treatment of the Customer and Thermo warrants.

3. REVENUE

Disaggregation of Revenue

The following table discloses revenue disaggregated by type of product and service (in thousands):


	Three Months Ended
	March 31, 2026		March 31, 2025
Service revenue:
Wholesale capacity services	$	46,267	$	36,709
Subscriber services
Commercial IoT	7,450		6,580
SPOT	8,655		9,371
Duplex	2,576		3,452
Government and other services	1,753		955
Total service revenue	66,701		57,067





Total subscriber equipment sales	3,363		2,965

Total revenue	$	70,064	$	60,032

"Wholesale capacity services" revenue in the above table includes revenue associated with the Updated Services Agreements and Service Agreements, as applicable. As consideration for the services provided by Globalstar, payments include a fixed service fee, payments relating to certain service-related operating expenses and capital expenditures, additional fees related to expanded services, and potential bonus payments subject to satisfaction of certain licensing, service and other related criteria. For a discussion of the Updated Services Agreements, see Note 2: Special Purpose Entity.

"Government and other services" revenue in the table above includes revenue associated with engineering and other communication services, such as terrestrial spectrum and network services, government service contracts and teleport lease arrangements. The Company's largest network services agreement is with Parsons Corporation, a leading technology provider

in the national security and global infrastructure markets, to utilize the Company's satellite network for a mission critical service for government applications.

Accounts Receivable

The Company records trade accounts receivable from its customers when it has a contractual right to receive payment either on demand or on fixed or determinable dates in the future. The Company's receivable balances by type and classification are presented in the table below, net of allowance for credit losses, and may include amounts related to earned but unbilled receivables (in thousands):


	As of:
	March 31, 2026		December 31, 2025
Accounts receivable, net of allowance for credit losses:
Subscriber and other accounts receivable	$	14,883	$	15,070
Wholesale capacity accounts receivable	4,879		4,906
Total accounts receivable, net of allowance for credit losses	$	19,762	$	19,976

The Company has entered into a satellite procurement agreement for the replacement satellites and two launch services agreements to launch the replacement satellites to support the Phase 2 Service Period. The replacement satellites purchased under the satellite procurement agreement are intended to replace the Company's HIBLEO-4 U.S.-licensed system. Pursuant to the Service Agreements, payments are expected to be made to the Company by the Customer on a straight-line basis over the design life of the replacement satellites beginning with the initiation of service for the Phase 2 Service Period. Based on construction in progress recorded through March 31, 2026, the Company expects to bill $373.7 million associated with the Phase 2 Service Period. Refer to Note 9: Commitments and Contingencies for additional information regarding these agreements.

Contract Liabilities

Contract liabilities, which are included in deferred revenue on the Company’s consolidated balance sheet, represent the Company’s obligation to transfer service or equipment to a customer from whom the Company has previously received consideration. The Company's contract liabilities by type and classification are presented in the table below (in thousands):


	As of:
	March 31, 2026		December 31, 2025
Short-term contract liabilities:
Subscriber and other contract liabilities	$	15,227	$	17,091
Wholesale capacity contract liabilities, net of contract asset	38,789		44,929
Total short-term contract liabilities	$	54,016	$	62,020
Long-term contract liabilities:
Subscriber and other contract liabilities	$	1,202	$	1,296
Wholesale capacity contract liabilities, net of contract asset	836,452		805,634
Total long-term contract liabilities	$	837,654	$	806,930
Total contract liabilities	$	891,670	$	868,950

For subscriber and other contract liabilities, the amount of revenue recognized during the three months ended March 31, 2026 and 2025 from performance obligations included in the total contract liability balance at the beginning of these periods was $6.2 million and $6.6 million, respectively. For wholesale capacity contract liabilities, the amount of revenue recognized during the three months ended March 31, 2026 and 2025 from performance obligations included in the total contract liability balance at the beginning of these periods was $39.1 million and $28.5 million, respectively.

The duration of the Company’s contracts with subscribers is generally one year or less. The Updated Services Agreements have no expiration date; therefore, the related contract liabilities may be recognized as revenue over various periods according to when the related performance obligation is satisfied.

The components of wholesale capacity contract liabilities are presented in the table below (in thousands):


	As of:
	March 31, 2026		December 31, 2025
Wholesale capacity contract liabilities, net:
Additional consideration associated with the 2023 Funding Agreement (1)	$	6,920	$	6,920
Advanced payments for services expected to be performed with the ground spare satellite launched in June 2022	19,715		20,155
Advanced payments contractually owed for services expected to be performed with the replacement satellite constellation prior to the Phase 2 Service Period	968		3,924
Advanced payments for the quarterly access fee, service-related operating and capital expenditures and other services	37,605		37,682
Advanced payments under the Infrastructure Prepayment (See Note 2: Special Purpose Entity)	708,593		708,593
Additional consideration associated with the Updated Services Agreements (2)	76,491		53,504
Other advanced payments associated with future performance obligations (3)	68,238		60,674
Contract asset (4)	(43,289)		(40,889)
Wholesale capacity contract liabilities, net	$	875,241	$	850,563

(1)Includes additional consideration associated with the below-market interest rate within the 2023 Funding Agreement (as defined in Note 6: Long-Term Debt and Other Financing Arrangements below). This consideration will be recognized over the estimated Phase 2 Service Period. Refer to Note 6: Long-Term Debt and Other Financing Arrangements for discussion of the payoff of the 2021 Funding Agreement during March 2026.

(2)Primarily represents additional consideration for the implied economic benefit to Globalstar for receiving payments in advance of service. This consideration primarily includes an estimate of the significant financing component totaling $71.7 million related primarily to the Infrastructure Prepayment. The Company expects to recognize this consideration over the estimated Extended MSS Network service period.

(3)Includes primarily: a) advanced service payments totaling $52.5 million pursuant to the Updated Services Agreements, which provide for a portion of annual service fees to be accelerated and b) $13.3 million of make whole fees paid by Customer for the extinguishment of the 2023 13% Notes in 2024. These advanced payments will be recognized during the Extended MSS Network service period.

(4)Primarily includes warrants with an initial fair value at the time of issuance of $48.3 million which was recorded in equity with an offset to a contract asset on the Company's consolidated balance sheets. The fair value of the warrants is recorded as a reduction to revenue over time and totaled $40.8 million as of March 31, 2026.

4. LEASES

The Company has operating and finance leases for facilities and equipment around the world, including corporate offices, satellite control centers, ground control centers, gateways and certain equipment. Overall, finance leases are not significant to the Company and are not included in the disclosures below.

The following tables disclose the components of the Company’s operating leases (in thousands):


	As of:
	March 31, 2026		December 31, 2025
Operating leases:
Right-of-use asset, net	$	67,005	$	66,698

Short-term lease liability (recorded in accrued expenses)	8,948		7,998
Long-term lease liability	54,315		54,549
Total operating lease liabilities	$	63,263	$	62,547

During the first quarter of 2026, the Company modified existing leases in connection with the expansion underway pursuant to the Updated Services Agreements. For certain gateway locations, the Company has extended the lease term and/or expanded the leased footprint.

Lease Cost

The components of lease cost are reflected in the table below (in thousands):


	Three Months Ended
	March 31, 2026		March 31, 2025

Operating lease cost (1)	$	2,454	$	1,652
Short-term lease cost	56		82
Total lease cost	$	2,510	$	1,734

(1) Includes sublease income.

Weighted-Average Remaining Lease Term and Discount Rate

The following table discloses the weighted-average remaining lease term and discount rate for operating leases:

As of:

March 31, 2026

December 31, 2025

Weighted-average lease term

15.9 years

15.7 years

Weighted-average discount rate

8.1

8.3

Supplemental Cash Flow Information

The below table discloses supplemental cash flow information for operating leases (in thousands):


	Three Months Ended
	March 31, 2026		March 31, 2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	1,910	$	1,667

Maturity Analysis

The following table reflects undiscounted cash flows on an annual basis for the Company’s lease liabilities as of March 31, 2026 (in thousands):


	Operating Leases

2026 (remaining)	$	11,110
2027	9,055
2028	8,528
2029	6,426
2030	6,030
Thereafter	68,144
Total lease payments	$	109,293
Imputed interest	(46,030)
Discounted lease liability	$	63,263

In connection with the Extended MSS Network, the Company will likely enter into additional operating leases in the future, the amount and timing of which are unknown and excluded from the table above.

5. PROPERTY AND EQUIPMENT

Property and equipment consists of the following (in thousands):


	As of:
	March 31, 2026		December 31, 2025
Globalstar System:
Space component	$	1,078,191	$	1,078,242

Ground component	107,459		107,536
Construction in progress:
Space component	1,111,723		998,215
Ground component	114,643		90,132
Other	10,244		8,694
Total Globalstar System	2,422,260		2,282,819
Internally developed and purchased software	26,337		26,033
Equipment	21,624		20,649
Land and buildings	3,909		3,845
Leasehold improvements	2,453		2,458
Total property and equipment	2,476,583		2,335,804
Accumulated depreciation	(1,047,880)		(1,030,346)
Total property and equipment, net	$	1,428,703	$	1,305,458

The Company has agreements with Macdonald, Dettwiler and Associates Corporation ("MDA Space") and Space Exploration Technologies Corp. ("SpaceX") for 1) the purchase and launch of the satellites that are intended to replace the Company's HIBLEO-4 U.S.-licensed system and 2) the purchase and launch of third-generation satellites to support the Extended MSS Network. Refer to Note 9: Commitments and Contingencies for additional information regarding these agreements.

As of March 31, 2026, in connection with the construction and launch preparation of the replacement satellites, the Company has incurred $299.4 million and $91.8 million in capital expenditures for milestones completed under the related agreements with MDA Space and SpaceX, respectively. The replacement satellites will be placed into service after their launch, which for the first set is scheduled for May 2026, and begin depreciating once they are operational. As of March 31, 2026, in connection with the construction and launch preparation of the third-generation satellites to support the Extended MSS Network, the Company has incurred $495.8 million and $92.2 million for milestones completed under the related agreements with MDA Space and SpaceX, respectively. The costs related to the replacement and third-generation satellites, as well as the associated personnel costs and capitalized interest, are reflected in the "space component" of construction in progress in the table above.

In connection with the Extended MSS Network, the Company has procured ground equipment and other network assets to upgrade existing and build new ground stations globally. The costs to support this effort, such as construction, equipment, personnel and capitalized interest, are reflected in the "ground component" of construction in progress in the table above.

6. LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS

Long-term debt consists of the following (in thousands):


	As of:
	March 31, 2026						December 31, 2025
	Principal Amount		Unamortized Premium (Discount) and Deferred Financing Costs		Carrying Value		Principal Amount		Unamortized Premium (Discount) and Deferred Financing Costs		Carrying Value
2024 Debt Repayment	$	221,625	$	82,660	$	304,285	$	221,625	$	86,045	$	307,670
2023 Funding Agreement	182,147		(11,871)		170,276		182,147		(12,164)		169,983
2021 Funding Agreement	—		—		—		6,250		(115)		6,135
Total debt	$	403,772	$	70,789	$	474,561	$	410,022	$	73,766	$	483,788
Less: current portion	42,400		—		42,400		31,950		(115)		31,835
Long-term debt	$	361,372	$	70,789	$	432,161	$	378,072	$	73,881	$	451,953

The carrying value of debt reflected above is net of deferred financing costs and any premium or discount to the loan amount at issuance, including accretion. As of March 31, 2026, the current portion of long-term debt relates to the 2023 Funding Agreement; these amounts are expected to be paid under the Updated Services Agreements through service fee offsets from the Customer during the next twelve months. The Company's obligations under its debt agreements included in the table above are secured by a first-priority lien over substantially all of the assets of the Company and its domestic subsidiaries.

2024 Debt Repayment

As discussed in Note 2: Special Purpose Entity, pursuant to the Updated Services Agreements, the Customer funded $235 million (including $13.3 million of make whole premium payments, which were recorded to deferred revenue) for the Company to retire its outstanding 2023 13% Notes. The 2024 Debt Repayment is expected to be fully repaid by offsetting against amounts payable by the Customer to the Company on a quarterly basis over a period of 32 quarters commencing on a fixed repayment date in the future that is not tied to the launch of services. The 2024 Debt Repayment is classified as debt because the Company's repayment obligations will commence on such date regardless of when services are provided under the Updated Services Agreements. The 2024 Debt Repayment accrues annual fees, which would be reduced or eliminated entirely if the Company meets certain defined milestones (as amended in April 2026) associated with the completion of the Extended MSS Network, at which time prior accruals will be reduced or eliminated. These accrued fees are included in noncurrent liabilities on the Company's balance sheet and totaled $33.5 million as of March 31, 2026. As of March 31, 2026, the outstanding principal balance of the 2024 Debt Repayment was $221.6 million.

On the issuance date, the Company recorded the 2024 Debt Repayment at fair value. The difference between the principal amount of the 2024 Debt Repayment and the fair value was recorded as a debt premium. Additionally, the Company was required to bifurcate the fair value of the interest reduction mechanism and record a derivative asset upon issuance equal to the debt premium. The debt premium is amortized as an offset to interest expense using the effective interest rate method. Refer to Note 7: Derivatives and Note 8: Fair Value Measurements for further information.

2023 Funding Agreement

In 2023, the Service Agreements were amended to provide for, among other things, payment of up to $252 million to the Company (the "2023 Funding Agreement"), which the Company has used and intends to use to fund 50% of the amounts due under its 2022 agreement with MDA Space, as well as launch, insurance and ancillary costs incurred in connection with the construction and launch of replacement satellites purchased under such agreement. As of March 31, 2026, the outstanding principal balance under the 2023 Funding Agreement was $182.1 million.

The total amount paid to the Company under the 2023 Funding Agreement, including fees, is expected to be fully repaid by offsetting against amounts payable by the Customer pursuant to the Service Agreements beginning in the third quarter of 2026 and continuing for no longer than 16 consecutive quarters. Compounded fees are accrued at a fixed rate based on the average outstanding balance of the 2023 Funding Agreement. The balance accrued for these fees was $27.3 million as of March 31, 2026, of which $12.4 million is included in "Accounts payable and accrued expenses" and $14.9 million is included in "Other non-current liabilities" on the Company's balance sheet.

For as long as any amount funded under the 2023 Funding Agreement is outstanding, the Company will be subject to certain covenants, including (i) maintenance of a minimum cash balance of $30 million, (ii) interest coverage and leverage ratios, and (iii) other customary negative covenants, including limitations on certain asset transfers, expenditures and investments. Thermo guaranteed certain of the Company’s obligations under the 2023 Funding Agreement and Service Agreements. See Note 10: Related Party Transactions for further information regarding Thermo's guarantee.

As the Company makes draws under the 2023 Funding Agreement, the amount of each draw is recorded at fair value using a discounted cash flow model. The Company records a debt discount or premium for the difference between the fair value of the debt and the proceeds received and accretes the debt discount or amortizes the debt premium with an offset to interest expense through the maturity date using the effective interest rate method.

2021 Funding Agreement

During 2021, the Company received payments totaling $94.2 million (as amended, the "2021 Funding Agreement"). This funding was repaid by offsetting against amounts payable as services were performed by the Company. The last recoupment was made in March 2026. The debt discount associated with the 2021 Funding Agreement was accreted to interest expense through the maturity date using the effective interest rate method. No interest accrued on amounts outstanding under the 2021 Funding Agreement. During the three months ended March 31, 2026, a total of $6.3 million was recouped pursuant to the terms of the 2021 Funding Agreement. As of March 31, 2026, the outstanding principal balance under the 2021 Funding Agreement was zero.

Series A Preferred Stock

In 2022, the Company issued 149,425 shares of its 7.0% Perpetual Preferred Stock, Series A, liquidation preference $1,000 per share (the "Series A Preferred Stock") with a fair value of $105.3 million and total outstanding amount of $149.4 million. The shares of Series A Preferred Stock do not possess voting rights, other than with respect to certain matters specifically affecting the rights and obligations of the Series A Preferred Stock.

Holders of Series A Preferred Stock are entitled to receive, when, as and if declared by the Board or a committee thereof, cumulative cash dividends based on the liquidation preference of the Series A Preferred Stock, at a fixed rate equal to 7.00% per annum, payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year. During the three months ended March 31, 2026, the Company made dividend payments to the holders of the Series A Preferred Stock, which were approved by the Board totaling $2.6 million.

The Series A Preferred Stock may be redeemed by the Company, in whole or in part, at any time. The holders of the Series A Preferred Stock do not have any rights to convert or require the Company to redeem such stock. The holders of the Series A Preferred stock have customary liquidation preferences.

Refer to Note 14: Subsequent Events for discussion of the Mergers, including the proposed cancellation of the Series A Preferred Stock in exchange for the liquidation preference upon consummation of the Mergers.

7. DERIVATIVES

The Company reflected on its balance sheet an embedded derivative resulting from certain features in the Company’s 2024 Debt Repayment. This derivative instrument is not designated as a hedge. The fair value of the embedded derivative is marked-to-market at the end of each reporting period, or more frequently as deemed necessary, with any changes in value reported in the consolidated statements of operations and consolidated statements of cash flows as a non-cash operating activity.

The terms of the 2024 Debt Repayment contain an interest reduction mechanism that is required to be bifurcated and was recorded as an embedded derivative on the Company's consolidated balance sheet with a corresponding debt premium that was added to the principal amount of the 2024 Debt Repayment. The Company determined the fair value of the embedded derivatives using a discounted cash flow model. As the discount yield and the effective interest rate of the loan fluctuate based on projected cash flows, the derivative value is adjusted. When project milestones (as amended in April 2026) are achieved, the Company removes associated future cash flows from the total interest savings projections used to fair value the embedded derivative. The majority of the present value of the cash flows removed from the derivative asset is recorded as a debt discount, while the remaining portion relieves the balance of accrued interest associated with that milestone on the Company's consolidated balance sheet.

As of March 31, 2026 and December 31, 2025, the Company recorded the fair value of the embedded derivative, totaling $111.9 million and $114.5 million, respectively. The Company records a derivative gain or loss resulting from mark-to-market adjustments, which is reflected in "Derivative loss and other (expense) income" in the Company’s consolidated statement of operations.

See Note 8: Fair Value Measurements for further discussion.

8. FAIR VALUE MEASUREMENTS

The Company follows the authoritative guidance for fair value measurements relating to financial and non-financial assets and liabilities, including presentation of required disclosures herein. This guidance establishes a fair value framework requiring the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets and liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

Recurring Fair Value Measurements

The Company marks-to-market its derivatives at each reporting date, or more frequently as deemed necessary, with the changes in fair value recognized in the Company’s consolidated statements of operations. See Note 7: Derivatives for further information.

Embedded Derivative within the 2024 Debt Repayment

SEC Form 10-Q filed by Globalstar Inc.