What is the consideration Globalstar shareholders will receive in the Amazon merger?

Each Globalstar share can be exchanged for either $90.00 in cash or 0.3210 shares of Amazon common stock, with the stock portion valued at no more than $90.00. Cash elections are prorated so that they total no more than 40% of outstanding Globalstar shares. The consideration may be reduced by up to $110 million if Globalstar does not achieve certain operational milestones.

Why did net loss stay roughly flat even though operations improved?

Operating income improved by about $16.7 million, but interest expense rose to $19.8 million from $7.9 million, largely due to non-cash imputed interest on the 2024 Prepayment Agreement. Net foreign currency losses from remeasuring intercompany balances and higher derivative losses also offset the operating gains.

Why did free cash flow decline in the quarter?

Adjusted free cash flow fell to $28.9 million from $47.6 million mainly because of timing. Accelerated service fee payments from the Customer were $7.5 million in Q1 2026, compared with $22.5 million in Q1 2025. Capital expenditures of $116.4M were tied to satellite and Extended MSS Network commitments, though these are partly reimbursed under the Updated Services Agreements.

When is the Amazon transaction expected to close, and what could stop it?

The Mergers are expected to close in 2027. Closing depends on obtaining required regulatory approvals and satisfying other conditions in the Merger Agreement. Majority stockholder approval has already been obtained by written consent. Risks include litigation, customer consent rights upon a change of control, and milestone-based adjustments, and a termination fee may be payable in certain circumstances.

Will Globalstar still provide guidance or hold earnings calls?

No. Because of the pending Amazon Mergers, Globalstar does not intend to hold future earnings conference calls or update its forward-looking guidance. Investors will need to rely on the periodic SEC filings and the merger proxy materials for information.

GSAT 8-K: Earnings & Results

01—Abstract

Summary

Summary of the 8-K filed May 7, 2026. Cited figures are marked; the original filing is the authoritative source.

Globalstar reported first quarter 2026 results on May 7, 2026, with total revenue of $70.1 million^a, up 17% year over year from $60.0 million, driven mainly by higher wholesale capacity services revenue.

That revenue growth is largely tied to reimbursement of network-related costs. Income from operations swung to $8.2 million^b from a loss of $8.5 million a year earlier, while net loss was essentially flat at $17.4 million because interest expense rose to $19.8 million, including non-cash imputed interest on the 2024 Prepayment Agreement, and foreign currency losses widened. Adjusted EBITDA rose to $33.5 million from $30.4 million, though management noted ongoing spending on the XCOM RAN product ahead of significant revenue.

The most important development for investors is the April 13, 2026 definitive merger agreement with Amazon.com, Inc. Globalstar stockholders may elect $90.00^c in cash or 0.3210 Amazon shares per Globalstar share, capped at $90.00 in value, with cash elections prorated to a maximum of 40% of outstanding shares. The consideration is subject to a downward adjustment of up to $110 million if Globalstar misses certain operational milestones. The majority stockholder has already approved the deal by written consent, and closing is expected in 2027 subject to regulatory approvals.

The company has also suspended earnings calls and forward guidance because of the pending transaction. Liquidity declined over the quarter. Cash and equivalents fell to $358.4 million^d from $447.5 million, driven by $116.4 million of capital expenditures tied to replacement satellites and the Extended MSS Network.

Adjusted free cash flow was $28.9 million, down from $47.6 million, reflecting lower accelerated service fee receipts from the Customer ($7.5 million versus $22.5 million). Total debt principal declined slightly to $403.8 million, and the Merger Agreement increased the maximum High Power Infrastructure Prepayment balance by about $468 million to roughly $1.6 billion.

02—Key points

Key Highlights

Q1 2026 total revenue of $70.1M, up 17% YoY, led by wholesale capacity services revenue of $46.3M (up from $36.7M), partly from reimbursed network costs.
Operating income of $8.2M versus an operating loss of $8.5M a year earlier, though net loss widened only slightly to $17.4M due to higher interest expense ($19.8M) and FX losses.
Adjusted EBITDA of $33.5M, up from $30.4M, while Duplex and SPOT service revenue continued to decline on subscriber churn.
Amazon merger: $90.00 per share in cash or 0.3210 Amazon shares (capped at $90.00), with cash elections prorated to 40%, a downward adjustment of up to $110M tied to operational milestones, and closing expected in 2027.
Cash fell to $358.4M from $447.5M, with capex of $116.4M and adjusted free cash flow down to $28.9M from $47.6M.
Prepayment Agreement with the Customer increased by about $468M to a maximum of roughly $1.6B in connection with the merger.
Earnings calls and forward guidance suspended while the Mergers are pending; FCC Space Bureau reaffirmed exclusive Big LEO MSS spectrum rights in April 2026.

03—Questions

Frequently Asked Questions

What is the consideration Globalstar shareholders will receive in the Amazon merger?
Each Globalstar share can be exchanged for either $90.00 in cash or 0.3210 shares of Amazon common stock, with the stock portion valued at no more than $90.00. Cash elections are prorated so that they total no more than 40% of outstanding Globalstar shares. The consideration may be reduced by up to $110 million if Globalstar does not achieve certain operational milestones.
Why did net loss stay roughly flat even though operations improved?
Operating income improved by about $16.7 million, but interest expense rose to $19.8 million from $7.9 million, largely due to non-cash imputed interest on the 2024 Prepayment Agreement. Net foreign currency losses from remeasuring intercompany balances and higher derivative losses also offset the operating gains.
Why did free cash flow decline in the quarter?
Adjusted free cash flow fell to $28.9 million from $47.6 million mainly because of timing. Accelerated service fee payments from the Customer were $7.5 million in Q1 2026, compared with $22.5 million in Q1 2025. Capital expenditures of $116.4M were tied to satellite and Extended MSS Network commitments, though these are partly reimbursed under the Updated Services Agreements.
When is the Amazon transaction expected to close, and what could stop it?
The Mergers are expected to close in 2027. Closing depends on obtaining required regulatory approvals and satisfying other conditions in the Merger Agreement. Majority stockholder approval has already been obtained by written consent. Risks include litigation, customer consent rights upon a change of control, and milestone-based adjustments, and a termination fee may be payable in certain circumstances.
Will Globalstar still provide guidance or hold earnings calls?
No. Because of the pending Amazon Mergers, Globalstar does not intend to hold future earnings conference calls or update its forward-looking guidance. Investors will need to rely on the periodic SEC filings and the merger proxy materials for information.

04—Continue

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