8-KMaterial AgreementsFinancial EventsRegulation FD+1

Globalstar, Inc. 8-K Report, Material Agreement (Apr 14, 2026)

Filed April 14, 2026For Securities:GSAT

Summary

Globalstar, Inc. (GSAT) has entered into a definitive Agreement and Plan of Merger with Amazon.com, Inc. (Amazon) and its subsidiaries. This transaction will involve a two-step merger where Globalstar will ultimately become a wholly-owned subsidiary of Amazon. The transaction is structured as a reorganization, intended to qualify under Section 368(a) of the U.S. Internal Revenue Code. The Globalstar Board of Directors, following unanimous recommendation from its Special Committee, has approved the merger and recommends its adoption by stockholders. Notably, a significant shareholder, Thermo Funding II, LLC, holding approximately 57.6% of Globalstar's common stock, has already executed a written consent to adopt the merger agreement, satisfying the required stockholder approval. The merger consideration offers stockholders a choice between cash and Amazon common stock. Each share of Globalstar common stock will be converted into either $90.00 per share in cash (subject to adjustments and proration) or a specified number of Amazon common stock shares based on a volume-weighted average price of Amazon's stock. A 40% cap is in place for cash elections, meaning that if more than 40% of shares elect cash, those elections will be subject to proration, with the remainder receiving stock. The transaction is subject to customary closing conditions, including regulatory approvals, and has an outside termination date of April 13, 2028. This acquisition marks a significant event for Globalstar shareholders and the telecommunications sector.

Key Highlights

  • 1Globalstar, Inc. has agreed to be acquired by Amazon.com, Inc. through a two-step merger process.
  • 2The merger is intended to qualify as a tax-free reorganization under Section 368(a) of the U.S. Internal Revenue Code.
  • 3Globalstar's Board of Directors has unanimously approved the merger, and its Special Committee has recommended it as fair and in the best interests of stockholders.
  • 4Thermo Funding II, LLC, a major shareholder (57.6%), has already provided written consent to approve the merger, satisfying the stockholder approval requirement.
  • 5Globalstar shareholders can elect to receive either $90.00 per share in cash (subject to proration if more than 40% of shares elect cash) or shares of Amazon common stock.
  • 6The Exchange Ratio for stock consideration is dependent on Amazon's stock price performance.
  • 7The merger is contingent upon customary closing conditions, including regulatory approvals (e.g., HSR Act) and the absence of material adverse effects.

Frequently Asked Questions

Globalstar shareholders can elect to receive either $90.00 per share in cash (subject to potential proration if more than 40% of shares elect cash) or a specified number of Amazon common stock shares, determined by an exchange ratio based on Amazon's stock price. Some options and restricted stock awards will be cashed out based on a 'Per Share Value' calculation.

Yes, Globalstar's Board of Directors has approved the merger. Furthermore, Thermo Funding II, LLC, which holds approximately 57.6% of Globalstar's outstanding common stock, has executed a written consent adopting the merger agreement, which satisfies the necessary stockholder approval requirement. Therefore, no further stockholder vote will be sought.

The consummation of the merger is subject to several conditions, including the expiration or termination of applicable waiting periods under antitrust laws (like the Hart-Scott-Rodino Act), clearance under foreign investment and satellite/telecommunications laws, absence of any laws or orders preventing the merger, effectiveness of Amazon's Form S-4 registration statement, absence of material adverse effects on either company, and the achievement of certain satellite operational milestones by Globalstar.

If the merger is consummated, Globalstar's common stock will be de-listed from the Nasdaq stock exchange and de-registered under the Securities Exchange Act of 1934 as soon as practicable after the merger is completed.