What will Globalstar shareholders receive in the transaction?

Each Globalstar share can be exchanged for either $90.00 in cash or 0.3210 shares of Amazon common stock. Cash is capped at 40% of total shares, so holders electing cash may be prorated into stock. The stock consideration is capped at $90.00 per share in value if Amazon's 20-day VWAP ending two trading days before closing exceeds $280.38. The consideration may also be reduced by up to $110 million tied to Globalstar's operational milestones.

Do Globalstar shareholders still get a vote on the deal?

No. Thermo entities holding about 57.6% of common stock signed a written consent on April 13, 2026, which satisfies the stockholder approval requirement under Delaware law and the company's governing documents. No further stockholder approval is required or will be sought, although an information statement (Schedule 14C) will be sent to stockholders before closing.

When is the deal expected to close, and what could prevent it?

The companies expect closing in 2027. Closing requires expiration of HSR waiting periods, clearances under specified antitrust, foreign investment, and satellite/telecom laws, the Form S-4 becoming effective, at least 20 days after the information statement is mailed, no legal prohibition, no material adverse effect, and Globalstar achieving certain HIBLEO-4 satellite milestones. The outside date is April 13, 2027, extendable to October 2027 and April 2028 if specified conditions remain unsatisfied.

What happens to Globalstar's preferred stock and equity awards?

Each share of Series A Perpetual Preferred Stock will receive a cash liquidating distribution of $1,000 per share, plus accrued dividends, and will then cease to be outstanding. Vested options, vested restricted stock, and vested restricted stock units will be cashed out at the Per Share Value, which is calculated from the cash and stock consideration. Unvested awards generally convert into contingent cash rights that keep their original vesting schedules, and performance-based RSUs are settled based on performance measured at closing.

What role does Apple play in the transaction?

Apple is Globalstar's key customer. The per-share adjustment of up to $110 million is payable to Apple if Globalstar misses certain operational milestones. Globalstar and Apple also amended their 2024 Prepayment Agreement, raising the maximum prepayment balance by about $468 million to roughly $1.58 billion, and amended the statement of work on service milestones. Separately, Amazon and Apple agreed that Amazon Leo will power satellite features for iPhone and Apple Watch, and Amazon will acquire Apple's interests in Globalstar Licensee LLC immediately after the Second Merger.

GSAT 8-K: Material Agreements, Financial Events & More

01—Abstract

Summary

Summary of the 8-K filed April 14, 2026. Cited figures are marked; the original filing is the authoritative source.

On April 13, 2026, Globalstar (GSAT) entered into a definitive Agreement and Plan of Merger with Amazon.com, Inc. under which Amazon will acquire Globalstar through a two-step merger (a First Merger followed by a Second Merger into an Amazon subsidiary LLC).

Each Globalstar share may be exchanged for either $90.00^a in cash or 0.3210 Amazon shares, subject to a cash proration that caps cash elections at 40% of outstanding shares, a stock-value cap of $90.00 per share if Amazon's 20-day VWAP exceeds $280.38, and a downward adjustment of up to $110 million tied to Globalstar operational milestones paid to Apple. The joint press release cites an implied equity value of roughly $11 billion. Because Thermo entities holding about 57.6% of the common stock delivered a written consent on the same day, stockholder approval is already satisfied and no further stockholder vote is required.

The deal still requires an information statement (Schedule 14C) and an Amazon Form S-4 registration statement, HSR and other antitrust, foreign investment, and satellite/telecom clearances, and the achievement of HIBLEO-4 satellite milestones. The transaction is strategically tied to Apple. In a parallel agreement, Amazon Leo will power satellite features for iPhone and Apple Watch models, and Globalstar's Apple-related arrangements were amended.

Globalstar and Apple also amended their 2024 Prepayment Agreement, raising the maximum High Power Infrastructure Prepayment Balance by about $468 million^b to roughly $1.58 billion, and amended the statement of work on service milestones. Amazon will also acquire Apple's interests in Globalstar Licensee LLC immediately after the Second Merger. The deal is expected to close in 2027, and the outside date is April 13, 2027, extendable to October 2027 and April 2028 if regulatory or HIBLEO-4 conditions remain unmet.

From a risk perspective, the merger carries significant deal-protection terms. Globalstar owes Amazon a $419.8 million^c termination fee in specified circumstances, including a termination following a breach and a later alternative transaction within twelve months, while Amazon owes Globalstar $592.1 million if the deal fails because required antitrust, foreign investment, or satellite/telecom clearances are not obtained. The agreement is not subject to a financing condition, and the parties can seek specific performance.

Once the written consent was delivered, the Globalstar board lost its ability to change its recommendation or terminate for a superior proposal, which materially limits the prospect of a competing bid. Holders of the Series A perpetual preferred stock will receive a cash liquidating distribution of $1,000^d per share plus accrued dividends.

02—Key points

Key Highlights

Amazon.com will acquire Globalstar via a two-step merger; each GSAT share can be exchanged for $90.00 in cash or 0.3210 Amazon shares, subject to proration and a stock-value cap of $90.00 per share.
Cash elections are prorated so that no more than 40% of outstanding shares (including warrant notional shares) receive cash; the remainder receives Amazon stock.
Stockholder approval is already secured: Thermo entities holding about 57.6% of common stock delivered a written consent on April 13, 2026, so no further stockholder vote is required; an information statement will still be mailed.
Consideration may be reduced by up to $110 million, the Per Share Adjustment Amount, if Globalstar fails to achieve certain operational milestones tied to its Apple customer arrangement.
Termination fees: Globalstar pays $419.8 million in specified circumstances; Amazon pays $592.1 million if regulatory clearances are not obtained. There is no financing condition.
Apple-related amendments increase the High Power Infrastructure Prepayment Balance by about $468 million to roughly $1.58 billion, and Amazon Leo will power satellite features for iPhone and Apple Watch.
Expected to close in 2027, subject to HSR and other antitrust, foreign investment, and satellite/telecom approvals, the Registration Statement on Form S-4 becoming effective, and HIBLEO-4 satellite milestones; the outside date is April 13, 2027, extendable to April 2028.

03—Questions

Frequently Asked Questions

What will Globalstar shareholders receive in the transaction?
Each Globalstar share can be exchanged for either $90.00 in cash or 0.3210 shares of Amazon common stock. Cash is capped at 40% of total shares, so holders electing cash may be prorated into stock. The stock consideration is capped at $90.00 per share in value if Amazon's 20-day VWAP ending two trading days before closing exceeds $280.38. The consideration may also be reduced by up to $110 million tied to Globalstar's operational milestones.
Do Globalstar shareholders still get a vote on the deal?
No. Thermo entities holding about 57.6% of common stock signed a written consent on April 13, 2026, which satisfies the stockholder approval requirement under Delaware law and the company's governing documents. No further stockholder approval is required or will be sought, although an information statement (Schedule 14C) will be sent to stockholders before closing.
When is the deal expected to close, and what could prevent it?
The companies expect closing in 2027. Closing requires expiration of HSR waiting periods, clearances under specified antitrust, foreign investment, and satellite/telecom laws, the Form S-4 becoming effective, at least 20 days after the information statement is mailed, no legal prohibition, no material adverse effect, and Globalstar achieving certain HIBLEO-4 satellite milestones. The outside date is April 13, 2027, extendable to October 2027 and April 2028 if specified conditions remain unsatisfied.
What happens to Globalstar's preferred stock and equity awards?
Each share of Series A Perpetual Preferred Stock will receive a cash liquidating distribution of $1,000 per share, plus accrued dividends, and will then cease to be outstanding. Vested options, vested restricted stock, and vested restricted stock units will be cashed out at the Per Share Value, which is calculated from the cash and stock consideration. Unvested awards generally convert into contingent cash rights that keep their original vesting schedules, and performance-based RSUs are settled based on performance measured at closing.
What role does Apple play in the transaction?
Apple is Globalstar's key customer. The per-share adjustment of up to $110 million is payable to Apple if Globalstar misses certain operational milestones. Globalstar and Apple also amended their 2024 Prepayment Agreement, raising the maximum prepayment balance by about $468 million to roughly $1.58 billion, and amended the statement of work on service milestones. Separately, Amazon and Apple agreed that Amazon Leo will power satellite features for iPhone and Apple Watch, and Amazon will acquire Apple's interests in Globalstar Licensee LLC immediately after the Second Merger.

04—Continue

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