What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-02-28 · 520 added, 440 removed, 967 unchanged (50% of the section changed)

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Additionally, we evaluated the effect of changes, if any, in the Company’s long-term strategy for use of the assets on the useful life estimate as well as certain activities implemented by the Company that indirectly monitor satellite performance.

Assessment of the Updated Services Agreement

Description of the Matter As described in Note 2, in November 2024, the Company entered into the Updated Services Agreements with its Customer.

We identified the assessment of the Updated Services Agreements as a critical audit matter, primarily due to significant judgments by management related to the determination of the accounting for (i) the Globalstar SPE including the interest in the Globalstar SPE purchased by the Customer, (ii) the advances under the Updated Services Agreements, and (iii) a contingent fee feature in the Updated Services Agreement as an embedded derivative.

In addition, the fair value of the embedded derivative, which was determined using a discounted cash flow method, was dependent on significant assumptions such as the discount rate.

Auditing of these classification and valuation considerations involved challenging and complex auditor judgment, including the need to involve valuation specialists.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s assessment of the Updated Services Agreements, including controls related to classification and valuation.

We evaluated the Company’s accounting analysis for the Updated Services Agreements, including the determination that the Globalstar SPE should be consolidated, the interest purchased by the Customer should be accounted for as a liability, classification of certain advances as deferred revenue or debt and the identification of an embedded derivative.

We evaluated the Company’s estimate of the fair value of the embedded derivative by involving valuation specialists to assess the reasonableness of the (i) valuation methodology and (ii) valuation assumptions applied including the discount rate by developing a range of independent estimates and comparing our estimates to those used by management.

We tested the source information underlying the significant assumptions and estimates and the mathematical accuracy of the calculation.

Valuation of the Embedded Derivative

Description of the Matter At December 31, 2025, the Company recorded a derivative asset totaling $114.5 million.

As discussed in Notes 8 and 9 to the consolidated financial statements, the terms of the Company’s 2024 Debt Repayment contain an interest reduction mechanism which was bifurcated and recorded as an embedded derivative.

The fair value of the embedded derivative, which was determined using a discounted cash flow model, was dependent on significant inputs such as the discount yield and the estimated achievement of project milestones.

Auditing management’s valuation of the embedded derivative was complex as estimating fair value involves subjective assumptions, such as the estimated achievement of project milestones.

The project milestone achievement assumptions are forward looking and a change in these assumptions can have a material effect on the determination of fair value.

The Company also engaged an external valuation specialist to assist with the valuation of the derivative asset.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s derivative valuation.

Our procedures included testing controls over management’s review of the expected achievement of the milestones.

Our audit procedures to test management’s valuation of the embedded derivative included, among others, assessing the valuation methodology and significant assumptions discussed above and the underlying data used to develop such assumptions.

We tested the source information underlying the significant assumptions including management’s assessment of the probability of achieving the milestones.

Where appropriate, we evaluated whether changes to the Company’s business and other factors would affect the significant assumptions.

We involved our valuation specialists to assist us in evaluating the valuation approach used to calculate the fair value of the derivative.

/s/ Ernst & Young LLP

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), and stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 28, 2025, expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 27, 2026, expressed an unqualified opinion thereon.

Basis for Opinion

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Total liabilities and stockholders’ equity $ 2,326,265 $ 1,710,237

(1) The number of shares have been restated to reflect the 1:15 reverse stock split effectuated on February 10, 2025.

All historical share and per share amounts reflected in this Report have been adjusted to reflect the reverse stock split.

(1) The number of shares as of December 31, 2024 have been restated to reflect the 1:15 reverse stock split effectuated on February 10, 2025.

All historical share and per share amounts for the periods prior to the completion of the reverse stock split reflected in this Report have been adjusted to reflect the reverse stock split.

Refer to Note 17:

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Stock-based compensation 23,413 35,548 22,489

Reduction in the value of long-lived assets 556 363 166,526

Reduction in the value and disposal of long-lived assets 7,228 556 363

Depreciation, amortization and accretion 87,401 88,986 88,191

Total operating expenses 265,556 251,298 223,973

Loss from operations ( 949 ) ( 165 ) ( 221,029 )

Other (expense) income:

(Loss) gain on extinguishment of debt ( 27,378 ) ( 10,403 ) 2,790

Income (loss) from operations 7,430 ( 949 ) ( 165 )

Other income (expense):

Loss on extinguishment of debt — ( 27,378 ) ( 10,403 )

Loss on equity issuance — — ( 5,010 )

Interest income and expense, net of amounts capitalized ( 40,920 ) ( 13,562 ) ( 14,609 )

Foreign currency (loss) gain ( 16,609 ) 4,862 ( 6,592 )

Other ( 2,531 ) 1,730 ( 1,843 )

Foreign currency gain (loss) 15,748 ( 16,609 ) 4,862

Derivative gain (loss) and other income (expense) 14,969 ( 2,531 ) 1,730

Total other expense ( 10,203 ) ( 60,080 ) ( 23,430 )

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126,757 125,877 122,334

(1) The number of shares have been restated to reflect the 1:15 reverse stock split effectuated on February 10, 2025.

All historical share and per share amounts reflected in this Report have been adjusted to reflect the reverse stock split.

(1) The number of shares for the years ended December 31, 2024 and 2023 have been restated to reflect the 1:15 reverse stock split effectuated on February 10, 2025.

All historical share and per share amounts for the periods prior to the completion of the reverse stock split reflected in this Report have been adjusted to reflect the reverse stock split.

Refer to Note 17:

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Net loss $ ( 8,651 ) $ ( 63,164 ) $ ( 24,718 )

Other comprehensive income (loss):

Defined benefit pension plan liability adjustment — — 2,073

Other comprehensive (loss) income:

Net foreign currency translation adjustment ( 10,166 ) 8,382 ( 4,172 )

Total other comprehensive income (loss) 8,382 ( 4,172 ) 7,352

Total other comprehensive (loss) income ( 10,166 ) 8,382 ( 4,172 )

Total comprehensive loss $ ( 18,817 ) $ ( 54,782 ) $ ( 28,890 )

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Balances – December 31, 2022 149 $ — 120,738 $ 12 $ 2,345,781 $ 9,242 $ ( 2,040,264 ) $ 314,771

Net issuance of restricted stock awards and employee stock options and recognition of stock-based compensation — — 771 — 10,589 — — 10,589

Contribution of services — — — — 188 — — 188

Issuance and recognition of employee stock-based compensation — — 48 — 1,135 — — 1,135

Common stock issued with conversion of 2013 8.00 % Notes

— — 150 — 2,548 — — 2,548

Fair value of Warrants issued in connection with the Updated Services Agreements — — — — 48,337 — — 48,337

Issuance of Series A Preferred Stock 149 — — — 105,342 — — 105,342

Gain on extinguishment of 2019 Facility Agreement with Thermo — — — — 30,764 — — 30,764

Other comprehensive income — — — — — 7,352 — 7,352

Net loss — — — — — — ( 256,915 ) ( 256,915 )

Balances – December 31, 2022 149 $ — 120,738 $ 12 $ 2,345,781 $ 9,242 $ ( 2,040,264 ) $ 314,771

Net issuance of restricted stock awards and employee stock options and recognition of stock-based compensation — — 618 — 19,287 — — 19,287

Contribution of services — — — — 188 — — 188

Issuance and recognition of employee stock-based compensation — — 59 — 1,270 — — 1,270

Net issuance of restricted stock awards, stock for employee stock options and stock for employee stock purchase plan and recognition of stock-based compensation — — 677 — 20,557 — — 20,557

Series A Preferred Dividends — — — — ( 11,942 ) — — ( 11,942 )

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Issuance of stock in connection with XCOM License Agreement — — 3,998 1 70,420 — — 70,421

Other — — — — 188 — — 188

Other comprehensive loss — — — — — ( 4,172 ) — ( 4,172 )

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Balances – December 31, 2023 149 $ — 125,413 $ 13 $ 2,438,878 $ 5,070 $ ( 2,064,982 ) $ 378,979

Net issuance of restricted stock awards and employee stock options and recognition of stock-based compensation — — 436 — 36,643 — — 36,643

Contribution of services — — — — 157 — — 157

Issuance and recognition of employee stock-based compensation — — 66 1,368 — — 1,368

Net issuance of restricted stock awards, stock for employee stock options and stock for employee stock purchase plan and recognition of stock-based compensation — — 502 — 38,011 — — 38,011

Series A Preferred Dividends — — — — ( 10,634 ) — — ( 10,634 )

Issuance of stock in connection with XCOM License Agreement — — 510 — 7,501 — — 7,501

— — ( 349 ) ( 349 )

Other — — ( 192 ) ( 192 )

Other comprehensive income — — — — — 8,382 — 8,382

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Balances – December 31, 2024 149 $ — 126,425 $ 13 $ 2,473,564 $ 13,452 $ ( 2,128,146 ) $ 358,883

(1) The number of shares have been restated to reflect the 1:15 reverse stock split effectuated on February 10, 2025.

All historical share and per share amounts reflected in this Report have been adjusted to reflect the reverse stock split.

Net issuance of restricted stock awards, stock for employee stock options and stock for employee stock purchase plan and recognition of stock-based compensation — — 1,625 — 25,482 — — 25,482

Series A Preferred Dividends — — — — ( 10,605 ) — — ( 10,605 )

Other comprehensive loss — — — — — ( 10,166 ) — ( 10,166 )

Net loss — — — — — — ( 8,651 ) ( 8,651 )

Balances – December 31, 2025 149 $ — 128,050 $ 13 $ 2,489,227 $ 3,286 $ ( 2,136,797 ) $ 355,729

(1) The number of shares as of December 31, 2024, 2023 and 2022 have been restated to reflect the 1:15 reverse stock split effectuated on February 10, 2025.

All historical share and per share amounts for the periods prior to the completion of the reverse stock split reflected in this Report have been adjusted to reflect the reverse stock split.

Refer to Note 17:

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Stock-based compensation expense 23,413 35,548 22,489

Reduction in the value of long-lived assets and inventory 883 363 175,079

Reduction in the value and disposal of long-lived assets and inventory 7,228 883 363

Noncash interest and accretion expense 49,913 6,468 14,739

Noncash portion of loss (gain) on extinguishment of debt 14,008 10,194 ( 2,790 )

Noncash portion of loss on extinguishment of debt — 14,008 10,194

Loss on equity issuance — — 5,010

Noncash expenses associated with SSA, net of amortization 4,054 7,671 3,070

Unrealized foreign currency loss (gain) 16,663 ( 4,972 ) 6,615

Unrealized foreign currency (gain) loss ( 15,797 ) 16,663 ( 4,972 )

Other, net ( 17,294 ) ( 657 ) ( 4,026 )

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Cash flows used in investing activities:

Payments for network upgrades to support the Phase 2 Service Period ( 105,315 ) ( 158,798 ) ( 32,233 )

Payments for network upgrades to support the Phase 1 and Phase 2 Service Period ( 97,061 ) ( 105,315 ) ( 158,798 )

Payments for network upgrades to support the Extended MSS Network

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Net cash used in investing activities ( 550,383 ) ( 260,570 ) ( 175,612 )

Cash flows provided by (used in) financing activities:

Proceeds from issuance of Customer Class B units 176,189 — —

Proceeds from issuance of Current Debt Repayment 221,625 — —

Principal and make-whole payment of 2023 13 % Notes

( 234,927 ) — —

Cash flows (used in) provided by financing activities:

Proceeds from 2023 Funding Agreement 27,147 37,747 117,253

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Dividends paid on Series A Preferred Stock ( 10,605 ) ( 10,634 ) ( 11,942 )

Proceeds from issuance of Customer Class B units — 176,189 —

Proceeds from issuance of 2024 Debt Repayment — 221,625 —

Principal and make-whole payment of 2023 13 % Notes

— ( 234,927 ) —

Principal and interest payments of the 2019 Facility Agreement — — ( 148,281 )

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Proceeds from issuance of common stock and exercise of options 1,878 1,781 ( 181 )

Net cash provided by (used in) financing activities 157,181 125,793 ( 6,048 )

Net cash (used in) provided by financing activities ( 16,180 ) 157,181 125,793

Effect of exchange rate changes on cash and cash equivalents 1,220 ( 1,383 ) 140

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Interest $ — $ 15,666 $ 13,512

Income taxes 1,936 333 197

Supplemental disclosure of non-cash financing and investing activities:

Increase in capitalized accrued interest for network upgrades $ 8,113 $ 5,603 $ 12,164

Capitalized accretion of debt discount and amortization of prepaid financing costs 6,415 5,429 1,830

Accrued satellite construction assets 15,613 58,187 36,139

Increase in capitalized accrued interest including in accrued expenses and deferred revenue $ 33,984 $ 8,113 $ 5,603

Network construction assets included in accrued expenses 55,218 15,613 58,187

Fair value of common stock issued for XCOM SSA — 7,500 11,887

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Fair value of the warrant issued to Thermo for the guarantee associated with the 2023 Funding Agreement — — 5,010

Satellite construction assets acquired through vendor financing arrangement — — 59,822

Principal amount of 2019 Facility Agreement converted into preferred equity — — 149,425

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

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Through its global satellite network, Globalstar, Inc.

(“Globalstar” or the “Company”) provides Mobile Satellite Services (“MSS”) including wholesale capacity services through its global satellite network and voice and data communications services to retail, business and governmental customers.

(“Globalstar” or the “Company”) provides Mobile Satellite Services (“MSS”) including voice and data communications services to retail, business and governmental customers as well as wholesale satellite capacity services.

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 Company's Executive Chairman of the Board controls Thermo.

Globalstar currently provides wholesale capacity services, communications products and services, terrestrial spectrum and network solutions and government services.

The Executive Chairman of the Company's Board of Directors (the "Board") controls Thermo.

Globalstar currently provides 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 provides communications products and services to its subscribers, including voice communication and data transmissions (Commercial IoT, SPOT and Duplex).

The Company also utilizes the Globalstar System for terrestrial spectrum and network solutions.

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Actual results could differ from estimates.

Certain reclassifications have been made to prior year Consolidated Financial Statements to conform to current year presentation.

The Company evaluates estimates on an ongoing basis.

Certain reclassifications have been made to prior year Consolidated Financial Statements to conform to current year presentation.

Principles of Consolidation

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All significant intercompany transactions and balances have been eliminated in the consolidation.

In connection with the Updated Services Agreements, the Company performed an analysis to determine if its special purpose entity ("SPE") is a variable interest entity ("VIE").

The Company concluded that its SPE is a variable interest entity and Globalstar is the primary beneficiary of the entity.

Amounts for the Globalstar SPE are consolidated.

In connection with the Updated Services Agreements, the Company concluded that its special purpose entity ("SPE") is a variable interest entity ("VIE") and Globalstar is the primary beneficiary of the entity.

Amounts for the Globalstar SPE (as defined herein) are consolidated.

Amounts pertaining to the non-controlling interest of the Globalstar SPE are reported as a non-current liability in the Company's consolidated balance sheet.

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Reverse Stock Split

On November 7, 2024.

the Company's Strategic Review Committee of the Board of Directors approved a reverse stock split of the Company's issued and outstanding common stock.

On November 7, 2024, the Company's Strategic Review Committee of the Board approved a reverse stock split of the Company's issued and outstanding common stock.

The reverse stock split was effectuated on February 10, 2025 at a 1-for-15 ratio.

All issued and outstanding common stock, options and warrants to purchase common stock and per share amounts contained in this Report have been adjusted retroactively to reflect the change in capital structure for all periods presented.

All issued and outstanding common stock, warrants, stock-based compensation awards and per share amounts included in the Consolidated Financial Statements and applicable notes thereto in Part II, Item 8 of this Report and elsewhere in this Report have been retrospectively restated to reflect the change in capital structure for the periods prior to the completion of the reverse stock split, as applicable.

Refer to Note 17:

Common Stock for further discussion.

Business Combinations

The Company accounts for business combinations in accordance with Accounting Standards Codification ("ASC") Topic 805, Business Combinations (“ASC 805”), which requires most identifiable assets, liabilities, and goodwill acquired in a business combination to be recorded at fair value at the acquisition date.

Additionally, ASC 805 requires transaction-related costs to be expensed in the period incurred.

The determination of fair value of assets acquired and liabilities assumed requires estimates and assumptions that can change as a result of new information obtained about facts and circumstances that existed as of the acquisition date.

As such, the Company will make any necessary adjustments to goodwill in the period identified within one year of the acquisition date.

Adjustments outside of that range are recognized currently in earnings.

Cash and Cash Equivalents

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For the year ended December 31, 2025, the Company's wholesale capacity customer under the Updated Services Agreements was responsible for 63 % of the Company's revenue and 21 % of the Company's total receivable balance.

Additionally, one of the Company's value added resellers was responsible for 21 % of the Company's total receivable balance;

Additionally, one of the Company's Commercial IoT value added resellers was responsible for 23 % of the Company's total receivable balance;

however, this customer was responsible for less than 10% of the Company's revenue.

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The Company believes that historical collection experience is the most reasonable basis for predicting future performance.

One type of the Company’s contract assets is customer receivables and, as such, historical delinquency percentages are generally consistent over time.

The estimate of the allowance for subscriber credit losses is computed using aging schedules by type of revenue (service and subscriber equipment), by product (Commercial IoT, SPOT, Duplex and XCOM RAN) and by country.

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Product sales and returns from the previous 12 months and future demand forecasts are reviewed and excess and obsolete inventory is written off, as applicable.

The Company did no t record write downs of inventory for the years ended December 31, 2025 and 2023.

The Company wrote down the value of inventory by $ 0.3 million for the year ended December 31, 2024 primarily resulting from obsolete inventory for component parts that can no longer be used in production of current devices.

The Company did no t record any significant write downs of inventory for the year ended December 31, 2023.

For the year ended December 31, 2022, the Company wrote down the value of inventory by $ 8.6 million after adjusting for changes in net realizable value resulting from the decision to no longer sell second-generation Duplex devices.

The following is a summary of the components of the Company's inventory balance (in thousands):

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Property and equipment is stated at cost, net of accumulated depreciation.

Costs associated with the design, manufacture, test and launch of the Company’s Space and Ground Components are capitalized and include direct costs of third party suppliers and contractors, internal personnel as well as equipment and materials.

Costs associated with the Company’s Space and Ground Components are capitalized and include direct costs of third party suppliers and contractors, internal personnel as well as equipment and materials.

Capitalized costs associated with the Company’s Space Component, Ground Component, and other assets are tracked by fixed asset category and are allocated to each asset as it comes into service.

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In June 2022, the Company launched an on-ground spare satellite.

The costs associated with the construction and launch of this spare satellite were placed into service after its successful launch since this satellite is expected to remain as an in-orbit spare and will only be raised to its operational orbit at a future date if needed.

The costs associated with the construction and launch of this spare satellite were considered placed into service after its successful launch since this satellite was expected to remain as an in-orbit spare and only to be raised to its operational orbit at a future date if needed.

Following the anomaly during first quarter 2025, the Company conducted additional testing and opted to switch over to the in-orbit spare in third quarter 2025 to replace an additional satellite at the end of its useful life.

The Company capitalizes interest costs associated with the costs of assets in progress.

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For assets that are sold or retired, including satellites that are de-orbited and no longer providing services, the estimated cost and accumulated depreciation is removed from property and equipment.

Property and Equipment for discussion of the satellite that was disposed of in 2025.

The Company assesses the impairment of property and equipment whenever events or changes in circumstances indicate that the recorded value may not be recoverable.

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If the asset is not recoverable, its carrying value would be adjusted down to fair value and an impairment loss would be recorded.

Additionally, the Company routinely performs profitability analyses to determine if investments in certain products and/or services remain viable.

Additionally, the Company routinely

performs profitability analyses to determine if investments in certain products and/or services remain viable.

In the event the Company decides not to support a product or service, or determines that an asset is not expected to generate future benefit, the asset may be abandoned and an impairment loss may be recorded on the associated assets.

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The Company reviews the carrying value of its right-of-use assets for impairment whenever events or changes in circumstances indicate that the recorded value may not be recoverable.

Recoverability of assets is measured by comparing the

carrying amounts of the assets to the estimated future undiscounted cash flows, excluding financing costs.

Recoverability of assets is measured by comparing the carrying amounts of the assets to the estimated future undiscounted cash flows, excluding financing costs.

If a right-of-use asset is not recoverable, its carrying value would be adjusted down to fair value and an impairment loss would be recorded.

Derivative Instruments

Upon inception of a contract, the Company evaluates if the contract contains a derivative instrument.

Upon inception of a contract, the Company reviews the features within the contract to evaluate if they contain an embedded derivative.

The Company has financing arrangements that are hybrid instruments that contain embedded derivative features.

Derivative instruments are recognized as either assets or liabilities in the consolidated balance sheet and are measured at fair value with gains or losses recognized in earnings.

If the embedded derivative requires bifurcation from the host, the derivative instrument is recognized as either an asset or a liability in the consolidated balance sheet and is measured at fair value with gains or losses recognized in earnings.

The Company determines the fair value of derivative instruments based on available market data and assumptions developed by management using appropriate valuation models.

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Fair Value of Financial Instruments

The Company believes it is not practicable to determine the fair value of certain of its debt agreements on a recurring basis without incurring significant additional costs.

Unlike typical long-term debt, certain terms for its debt agreements cannot readily be compared to other debt instruments and their valuation generally involves a variety of factors, including due diligence by the debt holders.

The 2024 Current Debt Repayment is recorded at fair value as the debt was issued at rates consistent with the market rates upon issuance.

The carrying amount of the Company's long-term debt approximates its fair value as the debt was recently issued and current market rates for instruments with similar terms, credit characteristics, and remaining maturities are not significantly different from the contractual rates of the Company's outstanding debt.

When the Company makes draws on the 2023 Funding Agreement, each draw is recorded at fair value based on market rates at the time of the draw.

Litigation, Commitments and Contingencies

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For certain payments associated with services provided under the Updated Services Agreements, the length of time between receipt of payment by the Customer and transfer of services by the Company was greater than one year.

Accordingly, payments made by the Customer included a significant financing component.

Accordingly, certain payments made by the Customer included a significant financing component.

The Company accreted interest expense using the effective interest rate method over the period in which these advance payments were outstanding.

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The Company allocates the transaction price under the Updated Services Agreements to each performance obligation generally in proportion to their relative stand-alone selling prices.

Revenue is recognized when the performance obligations are performed, the timing of which may involve complex judgements by management.

Revenue is recognized when the performance obligations are performed, the timing of which may involve complex judgments by management.

For certain performance obligations, the Company recognizes revenue using the percentage of completion method, measured as the percentage of costs incurred to total estimated costs for such performance obligation.

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The Company recognizes revenue for monthly access fees in the period services are rendered.

The Company offers certain annual plans whereby a customer prepays for a predetermined amount of minutes and data.

The Company offers annual plans whereby a customer prepays for a predetermined amount of minutes and data.

In these cases, revenue is recognized consistent with a customer's expected pattern of usage based on historical experience because the Company believes that this method most accurately depicts the satisfaction of the Company's obligation to the customer.

This usage pattern is typically seasonal and highest in the second and third calendar quarters of the year.

The Company offers other annual plans whereby the customer is charged an annual fee to access the Company’s system with an unlimited amount of usage.

The Company also offers annual plans whereby the customer is charged an annual fee to access the Company’s system with an unlimited amount of usage.

Annual fees for unlimited plans are recognized on a straight-line basis over the contract term.

Equipment Revenue.

Equipment revenue represents subscriber device sales, Commercial IoT and SPOT products and accessories as well as fixed and mobile user terminals.

Equipment revenue represents primarily subscriber device sales.

The Company recognizes revenue upon shipment provided control has transferred to the customer.

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Translation adjustments are accumulated in a separate component of stockholders’ equity.

For 2024, 2023 and 2022, the foreign currency translation adjustments were net gains of $ 8.4 million, net losses of $ 4.2 million and net gains of $ 5.3 million, respectively.

Foreign currency transaction gains/losses were approximately net losses of $ 16.6 million, net gains of $ 4.9 million and net losses of $ 6.6 million for each of 2024, 2023, and 2022, respectively.

For 2025, 2024 and 2023, the foreign currency translation adjustments were net losses of $ 10.2 million, net gains of $ 8.4 million and net losses of $ 4.2 million, respectively.

Foreign currency transaction gains/losses were net gains of $ 15.7 million, net losses of $ 16.6 million and net gains of $ 4.9 million for each of 2025, 2024, and 2023, respectively.

Asset Retirement Obligation

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As of December 31, 2025 and 2024, the Company had accrued approximately $ 3.1 million and $ 2.9 million, respectively, for asset retirement obligations.

There were no new asset retirement obligations established and no significant settlements during 2024.

During 2025, the Company continued the expansion of its gateway footprint in connection with the Updated Service Agreements, which resulted in the commencement of new and expanded leases and the installation of new equipment;

as a result of this expansion, the Company established a new asset retirement obligation in Spain increasing the liability by $ 0.1 million during 2025.

There were no significant settlements during 2025.

The Company believes this estimate will be sufficient to satisfy the Company’s obligation under site leases to remove its gateway equipment and restore the lease sites to their original condition.

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Research and development costs were $ 6.1 million, $ 6.5 million and $ 1.4 million for 2025, 2024 and 2023, respectively.

During 2024 and 2023, research and development costs increased resulting from costs incurred pursuant to the SSA under the License Agreement.

During 2025 and 2024, research and development costs were elevated resulting from costs incurred pursuant to the SSA under the License Agreement.

Research and development costs are expensed as incurred as cost of services and include primarily the cost of new product development, chip set design and other engineering work.

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Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period.

In periods of net income, the numerator used to

calculate diluted EPS includes the effect of dividends attributable to preferred shareholders.

Pursuant to the Company's 2006 Equity Incentive Plan, as amended and restated, certain individuals with performance-based restricted stock units may elect to defer vested shares.

As these deferred performance share units are fully vested, the shares are included in basic earnings per share as the issuance of the shares are no longer subject to a contingency.

In periods of net income, the numerator used to calculate diluted EPS includes the effect of dividends attributable to preferred shareholders.

Common stock equivalents are included in the calculation of diluted earnings per share only when the effect of their inclusion would be dilutive.

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If the asset is not recoverable, the undiscounted cash flows do not exceed the carrying amount and the carrying amount would be adjusted down to its fair value.

Software Costs to be Leased, Sold or Marketed

In connection with the research and development of new software products and adding functionality to existing software products, the Company capitalizes costs, including external vendor costs and internal labor costs, in accordance with ASC 985-20.

Costs incurred prior to technological feasibility are expensed as research and development expense.

The Company's unamortized capitalized software costs associated with subscriber device product development and XCOM RAN product development totaled $ 11.3 million and $ 7.4 million as of as of December 31, 2025 and 2024, respectively, and are recorded in intangibles and other assets.

These costs will be placed into service once the products are available for sale or when the new functionality is available for use by customers.

Capitalized software costs are amortized over the estimated economic life of the related product, which generally ranges from 5 to 10 years, using the greater of (i) the ratio of current period revenues to the total of current and anticipated future revenues for the product or (ii) the straight-line method.

The Company evaluates capitalized software costs for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

For the years ended December 31, 2025, 2024 and 2023, amortization was $ 3.6 million, $ 2.9 million and $ 0.7 million.

Refer to Note 6:

Intangible and Other Assets for further information about the balances associated with in-service developed technology assets.

Assets Recognized from the Costs to Obtain and Fulfill Contracts

The Company capitalizes incremental costs to obtain and/or fulfill a contract to the extent it expects to recover them.

For subscriber-driven contracts, these capitalized contract acquisition costs primarily include deferred subscriber acquisition costs and are amortized consistently with the pattern of transfer of the good or delivery of the service to which the asset relates.

For wholesale capacity services, the Company capitalizes certain costs incurred by the Company prior to the customer benefiting from the service.

If a contract terminates prior to the end of its expected life, the remaining capitalized contract costs associated with it becomes impaired and the amount is expensed.

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For the years ended December 31, 2025, 2024 and 2023, the amount of amortization related to contract acquisition costs was $ 0.6 million, $ 0.6 million and $ 0.7 million, respectively.

For wholesale capacity services, total costs to fulfill the customer contract associated with the Updated Services Agreements were $ 5.3 million and $ 5.7 million as of December 31, 2024 and 2023, respectively, and are recorded in "Intangible and other assets" on the Company's consolidated balance sheet.

For wholesale capacity services, the Company capitalizes certain costs incurred by the Company prior to the customer benefiting from the service.

Total costs to fulfill the customer contract associated with the Updated Services Agreements were $ 5.1 million and $ 5.3 million as of December 31, 2025 and 2024, respectively, and are recorded in "Intangible and other assets" on the Company's consolidated balance sheet.

These costs are amortized to cost of services and marketing, general and administrative expenses over the estimated completion of the contract term, consistent with the period in which the customer benefits from the services provided.

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Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which updates qualitative and quantitative disclosures for the rate reconciliation and income taxes paid.

The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied prospectively;

however, retrospective application is also permitted.

The Company adopted this standard when it became effective on January 1, 2025.

The Company is evaluating the impact this ASU may have on its financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures .

This ASU requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items.

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;

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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.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which provides updates to qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses and increased interim disclosure requirements, among others.

This ASU also explicitly requires public entities with a single reportable segment to provide all segment disclosures under ASC 280, including the new disclosures in this ASU.

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted this ASU for its fiscal year end December 31, 2024 disclosures.

For further discussion, refer to Note 16:

Segment Reporting.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which updates qualitative and quantitative disclosures for the rate reconciliation and income taxes paid.

The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied prospectively;

however, retrospective application is also permitted.

The Company adopted this standard prospectively when it became effective on January 1, 2025.

The adoption of this standard increased the tax disclosures in this Report.

SPECIAL PURPOSE ENTITY

The Company is the operator for certain satellite-enabled services (the "Services") offered by Apple Inc.

(the "Customer") pursuant to a service agreement (the “Service Agreement”) and certain related ancillary agreements (such agreements, together with the Service Agreement, the “Service Agreements”) for the Phase 1 Service Period and Phase 2 Service Period (as defined below).

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.

As more fully described in the Company's Current Report on Form 8-K filed with the Commission on November 1, 2024, the Company and the Customer agreed to make certain amendments to the Service Agreements and entered into other related agreements (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.

Effective November 5, 2024, ("the 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 Updated Services Agreements were effective upon the closing on November 5, 2024 (the "Closing Date").

The Customer 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’s end users who will utilize the Extended MSS Network under the Updated Services Agreements and is a passive equity holder in Globalstar SPE.

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 existing Globalstar System ("Phase 1 Service Period"), 2) future Services provided over new satellites ("Phase 2 Service Period"), of which such Services are expected to commence following the launch of such satellites in 2025, and 3) future Services provided over the Extended MSS Network.

The table below includes the assets of the Globalstar SPE as of December 31, 2024 (amounts in thousands):

1) current Services provided over the Company's existing network of in-orbit satellites and ground stations ("gateways") pursuant to its spectrum licenses (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 anticipated launch of the first set of such replacement satellites in 2026 (refer to Note 10:

Commitments and Contingencies for further discussion), and 3) future Services provided over the Extended MSS Network.

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

As of December 31,

Cash and cash equivalents

$ 720 $ 45,776

Property and equipment, net

653,668 58,917

Prepaid network costs 158,547 289,639

Intangibles and other asset, net

11,684 11,674

$ 824,619 $ 406,006

Customer Class B Units

The Customer has purchased 400,000 Class B Units in the Globalstar SPE (the “Customer Class B Units”), representing a 20 % equity interest, for $ 400 million, which was paid on the Closing Date.

The Globalstar SPE holds and administers, or will administer in the future, certain spectrum licenses, satellites, ground stations and other network assets for use by the Company and to enable and provide services to the Customer pursuant to the Updated Services Agreements.

The Globalstar SPE will not have commercial operations.

The Company has an 80 % equity ownership in the Globalstar SPE, representing 1,600,000 Class A Units.

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 entity.

On the 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.

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 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 VIE and consolidated the Globalstar SPE into the financial statements appearing in this Report.

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 $ 177 million of long-lead items (recorded to "Prepaid network costs"), $ 24 million of satellite construction in progress assets (recorded to "Property and equipment, net"), $ 11 million of ground network construction in progress assets (recorded to "Property and equipment, net"), and $ 12 million of intangible licensing work in progress assets (recorded to "Intangible and other assets, net").

Extended MSS Network Prepayments

The Updated Services Agreements provide that the Customer will make cash prepayments to the Company for capital expenditures in connection with the Extended MSS Network.

These prepayments consist of:

(1) an infrastructure prepayment (the “Infrastructure Prepayment”) of up to $ 1.1 billion, which is to be funded quarterly 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) the amount necessary for the Company to fully retire its 2023 13 % Notes (the "Current Debt Repayment").

The 2023 13 % Notes were repaid in full on the Closing Date.

The terms of the Infrastructure Prepayment and the Current Debt Repayment are contained within one prepayment agreement (the “2024 Prepayment Agreement”).

The Company expects to fully payoff the 2024 Prepayment Agreement and to redeem the Customer Class B Units within the design useful life of the new satellites.

The Company expects that such amounts payable to the Customer will be fully set off with amounts payable by the Customer.

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 (the “Infrastructure Prepayment”) of up to $ 1.1 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) the amount that was necessary for the Company to fully retire on the Closing Date its 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 (the “2024 Prepayment Agreement”).

The Company expects to fully payoff amounts owed under the 2024 Prepayment Agreement and to redeem the Customer Class B Units within the design useful life of the new satellites.

The Company expects that such amounts payable to the Customer will be fully offset by amounts payable by the Customer under the Updated Services Agreements.

Infrastructure Prepayment

During 2024, the Company received $ 278 million from the Customer pursuant to the Infrastructure Prepayment.

The Company recorded these prepayments as deferred revenue as they represent the Company’s obligation to transfer future services to Customer.

During 2025 and 2024, the Company received $ 430.6 million, including $ 131.0 million during the fourth quarter of 2025, and $ 278.0 million, respectively, from the Customer pursuant to the Infrastructure Prepayment.

The Company recorded 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 earned as revenue as services are performed.

A portion of the Infrastructure Prepayment accrues fees that will be reduced or eliminated entirely if the Company meets certain defined milestones associated with the completion of the Extended MSS Network.

Current Debt Repayment

On the Closing Date, the Company received $ 235 million from the Customer pursuant to the Current Debt Repayment, representing the amount necessary to retire the Company's outstanding 2023 13 % Notes.

Refer to Note 7:

Long-Term Debt and Other Financing Arrangements for further discussion.

As consideration for the satellite services provided for in the Updated Services Agreements, the incremental service fees due from 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 for the provision of such services, and performance bonuses.

$ 225.0 million of the Infrastructure Prepayment accrues fees payable to the Customer that will be reduced or eliminated entirely if the Company meets certain defined milestones associated with the completion of the Extended MSS Network.

The remainder of the Infrastructure Prepayment does not accrue fees.

2024 Debt Repayment

On the Closing Date, the Company received $ 235 million from the Customer pursuant to the 2024 Debt Repayment, representing the amount necessary to retire the Company's outstanding 2023 13 % Notes.

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.

Additionally, the Updated Services Agreements also provide for other service fees of $ 30 million annually to be accelerated, such accelerated payments are expected to begin in the first quarter of 2025.

In connection with the Updated Services Agreements, the Company entered into a launch services agreement with SpaceX for the new satellites that will be procured for the Extended MSS Network.

Refer to Note 10:

Commitments and Contingencies for further discussion.

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.

Disaggregation of Revenue

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

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

Year Ended December 31,

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Total revenue $ 272,986 $ 250,349 $ 223,808

Wholesale capacity services revenue includes revenue associated with the Updated Services Agreements.

As consideration for the services to be provided by Globalstar under the Updated Services Agreements, 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.

Government and other services revenue includes 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 a government services company to utilize the Company's satellite network for a mission critical service for government applications.

"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.

The Company attributes equipment revenue to various countries based on the location where equipment is sold.

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such intercompany transactions reflect globally accepted transfer pricing principles and align profits with the business operations and functions of the various legal entities in our international business.

The following table discloses revenue disaggregated by geographical market (amounts in thousands):

The following table discloses revenue disaggregated by geographical market (in thousands):

Year Ended December 31,

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Accounts Receivable

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 (amounts in thousands):

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 December 31,

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$ 19,976 $ 26,952

The Company entered into a satellite procurement agreement and a launch services agreement to support the Phase 2 Service Period.

The new satellites purchased under the satellite procurement agreement are intended to replenish the Company's HIBLEO-4 U.S.-licensed system.

Pursuant to the Services Agreements, payments are expected to be made to the Company by the Customer on a straight-line basis once the satellites are successfully utilized to provide services for the Phase 2 Service Period.

Based on construction in progress incurred by Globalstar, amounts expected to be billed by the Company associated with this phase of the Service Agreements were $ 236.9 million as of December 31, 2024 related to Phase 2.

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 December 31, 2025, the Company expects to bill $ 316.7 million associated with the Phase 2 Service Period.

Refer to Note 10:

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 it has previously received consideration.

The Company's contract liabilities by type and classification are presented in the table below (amounts in thousands).

The Company's contract liabilities by type and classification are presented in the table below (in thousands):

As of December 31,

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Total contract liabilities $ 868,950 $ 349,372

For subscriber contract liabilities, the amount of revenue recognized during the years ended December 31, 2024 and 2023 from performance obligations included in the contract liability balance at the beginning of these periods was $ 17.4 million and $ 19.6 million, respectively.

For wholesale capacity contract liabilities, the amount of revenue recognized during the years ended December 31, 2024 and 2023 from performance obligations included in the contract liability balance at the beginning of these periods was $ 34.1 million and $ 44.1 million, respectively.

For subscriber and other contract liabilities, the amount of revenue recognized during the years ended December 31, 2025 and 2024 from performance obligations included in the total contract liability balance at the beginning of these periods was $ 15.6 million and $ 17.4 million, respectively.

For wholesale capacity contract liabilities, the amount of revenue recognized during the years ended December 31, 2025 and 2024 from performance obligations included in the total contract liability balance at the beginning of these periods was $ 38.5 million and $ 34.1 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 into revenue over various periods driven by when the customer is expected to benefit from the obligation.

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

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 December 31,

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20,155 21,914

Advanced payments contractually owed for services expected to be performed with the next-generation satellite constellation prior to the Phase 2 Service Period 8,950 14,204

Advanced payments for the Phase 1 Service Period fee, service-related operating expenses and capital expenditures and other services 27,664 19,907

Advance payments made for the Extended MSS Network (See Note 2:

Advanced payments contractually owed for services expected to be performed with the replacement satellite constellation prior to the Phase 2 Service Period 3,924 8,950

Advanced payments for the quarterly access fee, service-related operating and capital expenditures and other services

37,682 27,664

Advanced payments under the Infrastructure Prepayment (See Note 2:

Special Purpose Entity) 708,593 278,043

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Other advanced payments associated with future performance obligations (3)

60,674 15,795

Contract asset (4)

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Wholesale capacity contract liabilities, net $ 850,563 $ 328,231

(1) Includes additional consideration associated with the below-market interest rates within the 2021 and 2023 Funding Agreements.

(1) Includes additional consideration associated with the below-market interest rates within the 2021 Funding Agreement and 2023 Funding Agreement (in each case, as defined below).

This consideration will be recognized over the estimated Phase 1 and Phase 2 Service Periods.

(2) Includes additional consideration totaling $ 4.4 million associated with the fee reduction mechanism embedded in the Current Debt Repayment and a portion of the 2024 Prepayment Agreement, as well as an estimate of the significant financing component totaling $ 2.9 million within these agreements.

It is anticipated that this consideration will be recognized over the estimated term of the Current Debt Repayment and services provided over the Extended MSS Network.

(3) 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 sheet.

The fair value of the warrants is recorded as a reduction to revenue over time.

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

(2) Includes additional consideration representing 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 $ 49.2 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 received during 2025 totaling $ 45.0 million based on the timing of payments from the Customer 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 $ 40.9 million as of December 31, 2025.

As discussed in Note 1:

Summary of Significant Accounting Policies, 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 December 31,

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Total operating lease liabilities $ 62,547 $ 30,507

Finance leases are not significant to the Company's financial statements as of December 31, 2024 and 2023.

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

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

Year Ended December 31,

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(1) Includes sublease income.

Amortization and interest associated with finance leases were less than $ 0.1 million in total for the years ended December 31, 2024, 2023 and 2022;

accordingly, these amounts are not shown in the table above.

Weighted-Average Remaining Lease Term and Discount Rate

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

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

As of December 31,

Weighted-average lease term

Finance leases 3.4 years 3.7 years

Operating Leases 8.3 years 9.8 years

Weighted-average lease term 15.7 years 8.3 years

Weighted-average discount rate 8.3 % 8.7 %

Finance leases 9.5 % 10.2 %

Operating leases 8.7 % 8.6 %

Supplemental Cash Flow Information

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Operating cash flows for operating leases $ 8,888 $ 6,388 $ 5,853

Operating and financing cash flows from finance leases were each less than $ 0.1 million for each of the years ended December 31, 2024, 2023 and 2022;

accordingly, these cash flows are not shown in the table above.

Maturity Analysis

The following table reflects undiscounted cash flows on an annual basis for the Company’s lease liabilities as of December 31, 2024 (amounts in thousands):

Operating Leases Finance Leases

2025 $ 6,696 $ 39

2026 6,214 39

2027 5,645 32

The following table reflects undiscounted cash flows on an annual basis for the Company’s lease liabilities as of December 31, 2025 (in thousands):

2026 $ 12,776

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Discounted lease liability $ 62,547

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

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.

PROPERTY AND EQUIPMENT

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Total property and equipment, net $ 1,305,458 $ 673,632

The Company has an agreement with MDA for the purchase of new satellites that are intended to replenish the Company's HIBLEO-4 U.S.-licensed system.

The Company also has an agreement with SpaceX providing for the launch of the first set of satellites under the agreement with MDA.

The Company also has agreements with MDA and SpaceX to support the Extended MSS Network.

During the first quarter of 2025, the Company recorded a loss on disposal of assets of $ 7.0 million on its consolidated statements of operations.

This loss reflects the net book value of one of the Company's second-generation satellites that experienced a power control anomaly which rendered the satellite inoperable.

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 10:

Commitments and Contingencies for further discussion of these agreements.

As of December 31, 2024, for the HIBLEO-4 replacement satellites, the Company has incurred $ 224.3 million and $ 23.6 million for milestones completed under these agreements with MDA and SpaceX, respectively.

As of December 31, 2024, for the Extended MSS Network, the Company has incurred $ 17.3 million for milestones completed under the agreement with SpaceX.These costs, as well as the associated personnel costs and capitalized interest, are reflected in the "space component" of construction in progress in the table above.

As discussed in Note 2:

Special Purpose Entity, the Customer contributed certain assets to the Globalstar SPE, which are included in the table above.

Commitments and Contingencies for additional information regarding these agreements.

As of December 31, 2025, in connection with the construction and launch preparation of the replacement satellites, the Company has incurred $ 258.3 million and $ 72.9 million in capital expenditures for milestones completed under the related agreements with MDA Space and SpaceX, respectively.

After launch, the replacement satellites will be placed into service and begin depreciating once they are operational.

As of December 31, 2025, in connection with the construction and launch preparation of the third-generation satellites to support the Extended MSS Network, the Company has incurred $ 470.5 million and $ 85.6 million for milestones completed under the related agreements with MDA Space and SpaceX, respectively.

The costs referred to above 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.

Capitalized Interest and Depreciation Expense

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Amortization Expense $ 1,304 $ 1,068 $ 978

During 2022, the Company wrote down the value of certain second-generation ground assets, including intangible assets.

Accordingly, the amortization expense decreased after 2022 associated with these assets.

Geographic Location of Property and Equipment

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Regulatory authorizations 10,559 ( 3,235 ) 7,324 9,384 ( 2,073 ) 7,311

Intellectual property assets in progress 7,406 — 7,406 25,980 — 25,980

Trade names and trademarks 560 — 560 560 — 560

Developed technology assets in progress 11,320 — 11,320 7,406 — 7,406

Other intangible assets in progress 26,380 — 26,380 22,612 — 22,612

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Total $ 104,807 $ ( 12,511 ) $ 92,296 $ 92,830 $ ( 7,625 ) $ 85,205

For the year ended December 31, 2024, the Company recorded amortization expense on these intangible assets of $ 3.6 million.

Other intangible assets in progress in the table above primarily include regulatory authorizations in progress.

For the years ended December 31, 2025 and 2024, the Company recorded amortization expense on these intangible assets of $ 4.7 million and $ 3.6 million, respectively.

Amortization expense is recorded in operating expenses in the Company’s consolidated statements of operations.

During 2024, additions to intangible assets included primarily efforts associated with the development of XCOM technology as

well as efforts to obtain regulatory authorizations for Globalstar and licensing work associated with the Globalstar SPE.

During 2024, the Company wrote off certain of its fully amortized assets, which reduced the gross carrying amount and accumulated amortization reflected in the table above.

During 2025, additions to intangible assets included primarily efforts associated with the development of XCOM technology as well as efforts to obtain regulatory authorizations for Globalstar and licensing work associated with the Globalstar SPE.

Excluding the effects of any acquisitions, dispositions or write-downs subsequent to December 31, 2025, total estimated annual amortization of intangible assets is as follows (in thousands):

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the long-term portion represents the amount that will be billed beyond the next twelve months.

Other long-term assets include primarily ERP implementation costs, recoverable tariffs and long-term deposits.

Other long-term assets include primarily recoverable tariffs and long-term deposits.

LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS

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Value Principal

Amount Unamortized Discount and Deferred Financing Costs Carrying

Current Debt Repayment $ 221,625 $ 107,176 $ 328,801 $ — $ — $ —

Amount Unamortized Debt Premium (Discount) and Deferred Financing Costs Carrying

2024 Debt Repayment $ 221,625 $ 86,045 $ 307,670 $ 221,625 $ 107,176 $ 328,801

2023 Funding Agreement 182,147 ( 12,164 ) 169,983 155,000 ( 11,031 ) 143,969

2021 Funding Agreement 6,250 ( 115 ) 6,135 40,850 ( 2,198 ) 38,652

2023 13 % Notes

— — — 205,958 ( 16,040 ) 189,918

Total debt 410,022 73,766 483,788 417,475 93,947 511,422

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Long-term debt $ 378,072 $ 73,881 $ 451,953 $ 382,875 $ 93,947 $ 476,822

The principal amounts shown above included payment of in-kind interest for the 2023 13 % Notes.

The carrying value is net of deferred financing costs and any discounts to the loan amounts at issuance, including accretion.

As of December 31, 2024, the current portion of long-term debt relates to the 2021 Funding Agreement and represents the amounts to be paid under the Updated Services Agreements (as previously defined) through fee offsets from the Customer during the next twelve months.

Current Debt Repayment

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 December 31, 2025, the current portion of long-term debt relates to the 2021 Funding Agreement and 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 for the Company to retire its outstanding 2023 13 % Notes.

The Current Debt Repayment is expected to be recouped 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 Current 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 Current Debt Repayment accrues annual fees, which may be reduced or eliminated entirely if the Company meets certain defined milestones associated with the completion of the Extended MSS Network, at which time prior accruals will be reduced or eliminated.

The balance accrued for these fees is included in long-term deferred revenue on the Company's balance sheet (refer to Note 3:

Revenue for further discussion).

On the issuance date, the Company recorded the Current Debt Repayment at fair value of $ 331.2 million.

The difference between the principal amount of the Current Debt Repayment and the fair value was $ 109.6 million and 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 liability upon issuance equal to the debt premium.

The Company will amortize the premium as an offset to interest expense over the loan term using the effective interest rate method.

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 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 other noncurrent liabilities on the Company's balance sheet.

As of December 31, 2025, 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 8:

Derivatives and Note 9:

Fair Value Measurements for further discussion on the embedded derivative bifurcated from the Current Debt Repayment.

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 intends to use to fund 50 % of the amounts due under its 2022 agreement with MDA, as well as launch, insurance and ancillary costs incurred in connection with the construction and launch of satellites purchased under such agreement.

As of December 31, 2024, payments under the 2023 Funding Agreement totaled $ 155.0 million, of which $ 37.7 million was received during 2024.

The total amount paid to the Company under the 2023 Funding Agreement, including fees, is expected to be recouped from amounts payable under the Service Agreements beginning in the third quarter of 2026 (as amended in the Updated Services Agreements) and continuing for no longer than 16 consecutive quarters.

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 December 31, 2025, the outstanding principal balance under the 2023 Funding Agreement was $ 182.1 million, which increased by $ 27.1 million from December 31, 2024 due to the Company's receipt of additional funds under the 2023 Funding Agreement during the third quarter of 2025.

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 is included in "Other non-current liabilities" on the Company's balance sheet (refer to Note 11:

Accrued Expenses and Other Non-Current Liabilities for further discussion).

The balance accrued for these fees was $ 24.2 million as of December 31, 2025, of which $ 8.3 million is included in "Accounts payable and accrued expenses" and $ 15.9 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.

The Company’s obligations under the 2023 Funding Agreement are secured by a first priority lien over substantially all of the assets of the Company and its domestic subsidiaries.

Thermo guaranteed certain of the Company’s obligations under the 2023 Funding Agreement and Updated Services Agreements.

See further discussion regarding Thermo's guarantee in Note 12:

Related Party Transactions.

Thermo guaranteed certain of the Company’s obligations under the 2023 Funding Agreement and Service Agreements.

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, which is netted against the face value of the 2023 Funding Agreement, for the difference between the fair value of the debt and the proceeds received and accretes this debt discount to interest expense through the maturity date using an effective interest rate method.

Prior to the amendment in October 2024, prepayment features were included in the 2023 Funding Agreement and required bifurcation from the debt and were valued separately.

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.

The total proceeds of the draw made in the third quarter of 2025 were $ 27.1 million with a fair value of $ 28.6 million.

The Company attributed this difference to the timing of cash flows for the draws and interest payments to be made pursuant to the 2023 Funding Agreement, resulting in an internal rate of return higher than the discount yield utilized in the valuation.

Refer to Note 9:

Derivatives and Note 9:

Fair Value Measurements for further discussion on the compound embedded derivative bifurcated from the 2023 Funding Agreement.

The table below outlines the components of the draws made under the 2023 Funding Agreement at funding (amounts in thousands):

April 2023 November 2023

February 2024

Principal $ 87,730 $ 29,523 $ 37,747

Debt Discount - Thermo Guarantee ( 6,897 ) ( 1,967 ) —

Debt Discount - Customer Relationship ( 4,509 ) ( 3,290 ) ( 572 )

Debt (Discount) Premium - Embedded Derivative

Fair Value at Issuance $ 75,983 $ 24,315 $ 37,175

After the effectiveness of the Thermo Guarantee in December 2023, no debt discount was attributed to the allocation of the fair value of the draw.

Additionally, there was no significant discount for the February 2024 draw and, therefore, no embedded derivative required bifurcation.

Fair Value Measurements for further discussion on the fair value of this draw.

2021 Funding Agreement

During 2021, the Company received payments under the amended 2021 Funding Agreement totaling $ 94.2 million.

The Company's obligations under the 2021 Funding Agreement are secured by a first-priority lien in substantially all of the assets of the Company and its domestic subsidiaries.

The debt discount associated with the 2021 Funding Agreement is accreting to interest expense through the maturity date using an effective interest rate method.

During 2021, the Company received payments totaling $ 94.2 million (as amended, the "2021 Funding Agreement").

This funding is being repaid by offsetting against amounts payable as services are performed by the Company.

The last recoupment is expected to be made in March 2026.

The debt discount associated with the 2021 Funding Agreement is accreting to interest expense through the maturity date using the effective interest rate method.

No interest accrues on amounts outstanding under the 2021 Funding Agreement.

During 2025, $ 34.6 million was recouped pursuant to the terms of the 2021 Funding Agreement.

2023 13 % Notes

In 2023, the Company sold $ 200.0 million in aggregate principal amount of non-convertible 13 % Senior Notes due 2029 (the “2023 13 % Notes”).

Pursuant to the Updated Services Agreements, the Company paid off the outstanding principal balance of the 2023 13 % Notes in November 2024 with cash from the 2024 Prepayment Agreement.

The payoff of the 2023 13 % Notes included the aggregate principal amount outstanding of $ 219.6 million, accrued interest of $ 4.1 million and make-whole fees of $ 13.3 million.

The principal and accrued interest amount of $ 223.7 million included the accrual of PIK interest added to the principal amount outstanding prior to pay down totaling $ 21.6 million.

The Company recorded a loss on extinguishment of debt of $ 27.4 million on its consolidated statements of operations, resulting from the unamortized debt discount and deferred financing costs of the 2023 13 % Note prior to extinguishment as well as the make-whole fees at pay down.

Prior to being paid off, the 2023 13 % Notes bore interest at a rate of 13.00 % per annum payable semi-annually in arrears.

Pursuant to the Service Agreements, the Company paid cash interest on the 2023 13 % Notes at a rate of 6.5 % per annum and PIK interest at a rate of 6.5 % per annum.

In March and September 2024, the Company made interest payments totaling $ 13.4 million and $ 13.8 million, respectively, of which $ 6.7 million and $ 6.9 million, respectively, was paid in cash and

$ 6.7 million and $ 6.9 million, respectively, was paid-in-kind, which increased the principal balance outstanding under the 2023 13 % Notes.

As of December 31, 2025, the outstanding principal balance under the 2021 Funding Agreement was $ 6.3 million.

Series A Preferred Stock

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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 Company's Board of Directors 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 2024, the Company paid dividends approved by the Company's Board of Directors totaling $ 10.6 million.

Series A Preferred Stock may be redeemed by the Company, in whole or in part, at any time.

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 2025, the Company

made dividend payments to the holders of the Series A Preferred Stock, which were approved by the Board totaling $ 10.6 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.

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Total $ 410,022

Amounts in the above table are calculated based on amounts outstanding at December 31, 2024, and therefore exclude future draws pursuant to the 2023 Funding Agreement and assume recoupments as scheduled under the 2021 and 2023 Funding Agreements and the Current Debt Repayment.

The Company has identified various embedded derivatives resulting from certain features in the Company’s borrowing arrangements, requiring recognition on its consolidated balance sheet.

None of these derivative instruments are designated as a hedge.

Derivative liabilities are recorded in "Other non-current liabilities" or "Intangible and other assets" on the Company's consolidated balance sheet.

The fair value of each 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.

Amounts in the above table are calculated based on amounts outstanding at December 31, 2025, and therefore exclude future draws pursuant to the 2023 Funding Agreement and assume recoupments as scheduled under the 2021 and 2023 Funding Agreements and the 2024 Debt Repayment.

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.

T he 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 instruments and related features embedded in the debt instruments that are required to be accounted for as derivatives are described below.

Fair Value Measurements to the Consolidated Financial Statements for further discussion.

Embedded Derivative within the Current Debt Repayment

The terms of the Current Debt Repayment contains an interest reduction mechanism that is required to be bifurcated and recorded as an embedded derivative on the Company's consolidated balance sheet with a corresponding debt premium that is added to the principal amount of the Current Debt Repayment.

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.

Upon issuance, the Company recorded the fair value of the embedded derivative, totaling $ 109.6 million, as a derivative asset.

As of December 31, 2024, the fair value of the embedded derivative was $ 108.8 million.

During the fourth quarter of 2024, the Company recorded an offset to derivative gain (loss) resulting from this mark-to-market adjustment, which was reflected in "Other" in the Company’s consolidated statement of operations.

Embedded Derivatives within the 2023 Funding Agreement

Prior to its amendment in October 2024, the 2023 Funding Agreement contained certain prepayment features that are required to be bifurcated and recorded as an embedded derivative on the Company's consolidated balance sheet with a corresponding debt discount or premium that was netted against the principal amount of the draws under the 2023 Funding Agreement.

As the Company made draws on the 2023 Funding Agreement, an associated embedded derivative was bifurcated and recorded.

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 fluctuated based on projected cash flows, the derivative value would be adjusted as either a liability or an asset of the Company.

During the years ended December 31, 2024 and 2023, the Company recorded a derivative loss of $ 1.3 million and a derivative gain of $ 1.6 million, respectively, which were reflected in "Other" in the Company’s consolidated statement of operations.

In connection with the amendment of the 2023 Funding Agreement in October 2024, the prepayment feature was removed and therefore no value was assigned to the previously identified embedded derivative associated with this instrument as of December 31, 2024 and the fair value of the embedded derivatives within the 2023 Funding Agreement was reduced to zero .

When project milestones 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 December 31, 2025 and 2024, the Company recorded the fair value of the embedded derivative, totaling $ 114.5 million and $ 108.8 million, respectively.

The Company records a derivative gain or loss resulting from mark-to-market adjustments, which is reflected in "Derivative gain (loss) and other income (expense)" in the Company’s consolidated statement of operations.

FAIR VALUE MEASUREMENTS

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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.

Derivatives to the Consolidated Financial Statements for further discussion.

Embedded Derivative within the Current Debt Repayment

The embedded derivative relating to the Current Debt Repayment is valued using a discounted cash flow model.

The most significant observable input used in the fair value measurement was the discount yield, which was 7.28 % and 7.58 % at issuance and December 31, 2024, respectively.

As the discount yield used in the valuation process increases, the fair value of the embedded derivative decreases

The significant unobservable input used in the fair value measurement included estimated timing of completing certain project milestones associated with the interest fee reduction mechanism.

As the probability of reaching the relevant milestones decreases, the fair value of the embedded derivative would also decrease.

Embedded Derivatives within the 2023 Funding Agreement

Prior to October 2024, the embedded derivatives within the 2023 Funding Agreement were valued using a discounted cash flow model.

The most significant observable input used in the fair value measurement was the discount yield.

The significant unobservable input used in the fair value measurement included estimated timing and amounts of cash flows associated with the prepayment features within the debt agreement.

As projected cash flows increased, the fair value of the embedded derivative increased.

As a result of the amendment of the 2023 Funding Agreement in October 2024, this prepayment feature was removed and consequently the embedded derivative was eliminated.

Derivatives for further information.

Embedded Derivative within the 2024 Debt Repayment

The embedded derivative relating to the 2024 Debt Repayment is valued using a discounted cash flow model.

The most significant input used in the fair value measurement was the discount yield, which was 6.05 % and 7.58 % at December 31, 2025 and 2024, respectively.

As the discount yield used in the valuation process decreases, the fair value of the embedded derivative increases.

Similarly, as the length of time between the reporting date and the start date of the interest payments decreases, the present value of the projected interest savings increases, resulting in a higher derivative asset value.

The significant unobservable input that drives the cash flows used in the fair value measurement includes the estimated achievement of project milestones.

As the probability of reaching the relevant milestones increases, the fair value of the embedded derivative would also increase.

Rollforward of Recurring Level 3 Assets and Liabilities

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Year Ended December 31,

Balances at beginning of period $ 1,295 $ ( 122 )

Issuance of embedded derivatives within the Current Debt Repayment

Issuance of embedded derivatives within the 2023 Funding Agreement — ( 292 )

Derivative adjustment related to extinguishment of debt — 122

Unrealized gain (loss), included in other ( 2,097 ) 1,587

Balances at end of period $ 108,799 $ 1,295

Fair Value of Debt Instruments and Other Financing Arrangements

The Company believes it is not practicable to determine the fair value of its debt agreements on a recurring basis without incurring significant additional costs.

Unlike typical long-term debt, certain terms for these instruments cannot readily be compared to other debt instruments and their valuation generally involve a variety of factors, including due diligence by the debt holders.

Balance at beginning of period $ 108,799 $ 1,295

Issuance of embedded derivative within the 2024 Debt Repayment

2,480 109,601

Settlement of a portion of the derivative asset for project milestone achieved ( 11,337 ) —

Unrealized gain (loss), included in derivative and other 14,519 ( 2,097 )

Balance at end of period $ 114,461 $ 108,799

Nonrecurring Fair Value Measurements

The Company follows the authoritative guidance regarding non-financial assets and liabilities that are remeasured at fair value on a nonrecurring basis.

Current Debt Repayment

As previously discussed, the Company received the Current Debt Repayment in October 2024.

Significant quantitative Level 3 inputs were utilized in the valuation model as of the issuance date in November 2024 for both the fair value of the debt as well as the fair value of the embedded derivative.

At issuance, the fair value of the Current Debt Repayment was $ 331.2 million and the fair value of the embedded derivative within the Current Debt Repayment was $ 109.6 million.

The fair value of the derivative was calculated using projected future cash flows discounted using the prevailing market rate of interest and discount yield.

The cash flows were calculated based on the estimated timing of completing certain project milestones associated with the fee reduction mechanism.

2023 Funding Agreement

The Company's February 2024 draw on the 2023 Funding Agreement had a fair value of $ 37.2 million and was calculated using projected future cash flows discounted using the prevailing market rate of interest for a similar transaction.

The Company's August 2025 draw on the 2023 Funding Agreement had a fair value of $ 28.6 million and was calculated using projected future cash flows discounted using the prevailing market rate of interest for a similar transaction.

The discount yield used for this calculation was 5.98 %.

Due to the significant unobservable inputs utilized in the valuation of the August 2025 draw, the fair value of the draw was classified as a Level 3 fair value measurement.

COMMITMENTS AND CONTINGENCIES

Updated Services Agreements

These agreements have an indefinite term but provide that either party may terminate subject to certain notice requirements and, in some cases, other conditions.

These agreements also provide for various commitments with which the Company must comply.

Satellite Procurement Agreement

The Company has a satellite procurement agreement with MDA pursuant to which the Company will acquire at least 17 satellites (and up to 26 satellites) with an amended contract price of $ 329.3 million for the initial 17 satellites, with delivery expected to occur in 2025.

In addition, MDA will procure a satellite operations control center for $ 5.0 million as well as other equipment for $ 4.2 million.

In February 2025, the Company entered into another agreement with MDA pursuant to which the Company will acquire more than 50 satellites related to the Extended MSS Network.

The Updated Services Agreements set forth the primary terms for the Company to provide expanded services to the Customer and incur costs related to the Extended MSS Network, which primarily relate to the construction of new gateways and the upgrade of existing gateways as well as new satellite construction and launch services, including both the replacement satellites related to the Phase 2 Services Period and the third generation satellites related to the Extended MSS Network.

The Updated Services Agreements have an indefinite term but are terminable by the Customer at any time upon advance notice or a force majeure event, or by either party upon the occurrence of certain events of default.

The Updated Services Agreements obligate the Company to comply with various commitments.

Satellite Procurement Agreements

In February 2022, the Company entered into a satellite procurement agreement with MDA Space pursuant to which the Company will acquire at least 17 satellites (and up to 26 satellites) to replace its HIBLEO-4 U.S.-licensed system with an amended contract price of $ 329.3 million for 17 of the replacement satellites.

In addition, MDA Space will provide a satellite operations control center for $ 5.0 million as well as other equipment for $ 4.2 million.

The projected delivery dates are later than the dates specified in the satellite procurement agreement.

The Company is contractually entitled to receive liquidated damages from MDA Space based upon the terms of the satellite procurement agreement due to MDA Space's failure to meet delivery milestones and the parties are discussing this matter.

Any damages would reduce amounts owed to MDA Space when realized or realizable.

In February 2025, the Company entered into another agreement with MDA Space pursuant to which the Company will acquire more than 50 third-generation satellites related to the Extended MSS Network.

The total contract price for these satellites is $ 775.0 million.

Launch Services Agreement

As more fully described in the Company's Current Report on Form 8-K filed with the Commission on August 31, 2023, Globalstar entered into a Launch Services Agreement with SpaceX and certain related ancillary agreements (the “Launch Services Agreements”), providing for the launch of the first set of the satellites the Company is acquiring pursuant to the satellite procurement agreement with MDA.

The Launch Services Agreements provide a launch window from April to September 2025.

In October 2024, the Company entered into another agreement with SpaceX for the launch of satellites pursuant to the Extended MSS Network.

Launch Services Agreements

In each of August 2023 and June 2025, Globalstar entered into a Launch Services Agreement with SpaceX and certain related ancillary agreements (collectively, the “Launch Services Agreements”), providing for the launch of the first and second sets, respectively, of the 17 replacement satellites that the Company is acquiring pursuant to the 2022 satellite procurement agreement with MDA Space.

As a result of the delivery delays of the replacement satellites (discussed above), Globalstar and SpaceX are working to establish an updated launch window for the first set of replacement satellites.

The launch of the second set of satellites has not been adjusted.

In October 2024, the Company entered into a separate agreement with SpaceX for the launch of the third-generation satellites related to the Extended MSS Network.

Expanded Ground Infrastructure

The Company has ground infrastructure purchase commitments with its third party antenna and other equipment manufacturers to support the Extended MSS Network.

Outstanding purchase commitments to support the Extended MSS Network ground infrastructure as of December 31, 2025 were approximately $ 149.3 million.

Funding for Phase 2 Service Period Asset Procurement

Under the Service Agreements, subject to certain terms and conditions, the Company expects to receive payments equal to 95 % of the approved capital expenditures under the satellite procurement agreement for the HIBLEO-4 satellites and Launch Services Agreements for such satellites (to be paid on a straight-line basis over the design life of the satellites) beginning with the commencement of the Phase 2 Service Period.

The Phase 2 Service Period is expected to begin when the new satellites are successfully utilized to provide Services.

Under the Service Agreements, subject to certain terms and conditions, the Company expects to receive payments equal to 95 % of the approved capital expenditures under the satellite procurement agreement for the replacement satellites, launch services agreements for such replacement satellites and other ancillary equipment and launch costs (to be paid on a straight-line basis over the design life of such replacement satellites) beginning with the commencement of the Phase 2 Service Period.

Funding for Extended MSS Network Asset Procurement

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Special Purpose Entity, the Updated Services Agreements provide for prepayments from the Customer for approved capital expenditures associated with the Extended MSS Network.

As of December 31, 2024, the Company has outstanding purchase orders for this project totaling $ 290 million to vendors for various satellite and ground components of the Extended MSS Network, which are expected to be paid with funds from the Infrastructure Prepayment and sale of the Customer Class B Units.

These costs will continue until the construction period is complete and the commencement of Services provided over the Extended MSS Network.

As of December 31, 2025, the Company incurred $ 0.7 billion of the $ 1.5 billion projected spend for the Extended MSS Network.

The Company will continue to incur these costs until these assets are placed into service.

Inventory Purchase Commitments

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Accrued customer liabilities and deposits 5,939 3,600

Short-term lease liability 4,251 3,004

Accrued interest — 3,942

Short-term lease liability (Note 4)

Accrued fees (Note 7)

Other accrued expenses 7,965 4,096

Total accrued expenses $ 43,590 $ 24,700

Accrued interest as of December 31, 2023 included interest associated with the cash portion of the 13 % Notes, which was refinanced in November 2024.

Other accrued expenses include primarily vendor services, warranty reserve and occupancy costs.

Accrued fees includes fees on the outstanding balance of the 2023 Funding Agreement.

Other accrued expenses include primarily vendor services, inventory, warranty reserve and occupancy costs.

Other non-current liabilities consist of the following (in thousands):

Asset retirement obligations (Note 1) $ 3,080 $ 2,903

Accrued interest (Note 7)

Accrued fees (Note 7)

43,630 13,079

Deferred tax liability (Note 13) 1,044 711

Foreign tax contingencies 1,847 503

Uncertain income tax positions and contingencies 3,820 1,847

Customer Class B Units Redemption (Note 2)

400,000 400,000

Total other non-current liabilities $ 451,618 $ 418,620

As of December 31, 2024, accrued interest includes fees on the outstanding balance under the 2023 Funding Agreement.

As of December 31, 2023, accrued interest included primarily interest associated with the PIK portion of the 13 % Notes, which was fully repaid in November 2024.

Foreign tax contingencies include primarily uncertain tax position liabilities associated with the Company's Canadian subsidiary.

Accrued fees primarily include fees on the outstanding balance under the 2024 Debt Repayment and the 2023 Funding Agreement.

Uncertain income tax positions and contingencies include primarily uncertain tax positions on long-term U.S.

state tax due and liabilities associated with the Company's Canadian subsidiary.

RELATED PARTY TRANSACTIONS

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The Company's Executive Chairman of the Board controls Thermo.

Two other members of the Company's Board of Directors are also directors, officers or minority equity owners of various Thermo entities.

Payables to Thermo related to normal purchase transactions were $ 0.4 million and $ 0.5 million as of December 31, 2024 and 2023, respectively.

Two other members of the Board are also directors, officers or minority equity owners of various Thermo entities.

Payables to Thermo related to arm's length transactions were $ 0.4 million as of December 31, 2025 and 2024, respectively.

Certain general and administrative expenses are incurred by Thermo on behalf of the Company.

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these charges are based on actual amounts (with no mark-up) incurred by Thermo or upon allocated employee time.

Lease Agreement and Land Purchase

Lease Agreement

The Company has a lease agreement with Thermo Covington, LLC for the Company's headquarters office.

Annual lease payments increase at a rate of 2.5 % per year.

Lease payments made to Thermo were $ 1.6 million during 2024.

2025 lease payments were $ 1.7 million.

The lease term is ten years and is scheduled to expire in January 2029.

During each of the twelve months ended December 31, 2024, 2023 and 2022, the Company incurred lease expense of $ 1.6 million under this lease agreement.

During the third quarter of 2024, the Company purchased land with a value of $ 0.5 million from Thermo Development, Inc.

This land was purchased at cost and was recorded to "Property and equipment, net" on the Company's consolidated balance.

The Company plans to use the land for a gateway location.

Perpetual Preferred Stock

Thermo's ownership portion in the Company's Series A Preferred Stock is $ 136.7 million (based upon the shares' liquidation preference).

Holders of Series A Preferred Stock are entitled to receive, when, as and if declared by our Board of Directors, 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 2024, the Company made dividend payments to Thermo which were approved by the Company's Board of Directors totaling $ 9.7 million.

During each of the fiscal years ended December 31, 2025, 2024 and 2023, the Company incurred lease expense of $ 1.6 million under this lease agreement.

Series A Preferred Stock

Thermo owns $ 136.7 million of the Series A Preferred Stock, based upon the shares' liquidation preference.

Holders of the Series A Preferred Stock are entitled to receive, when, as and if declared by the Board, 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 2025, the Company made dividend payments to Thermo which were approved by the Board totaling $ 9.7 million.

Service Agreements

Globalstar common stock if such transfer would cause Thermo to hold less than 51.00 % of the outstanding common stock of the Company for a period of five years from the launch of Services in November 2022.

Certain amounts payable by the Company in connection with the 2023 Funding Agreement and certain other obligations under the Updated Services Agreements are guaranteed by Thermo.

As consideration for Thermo's guarantee, the Company issued to Thermo a warrant to purchase 667,000 shares ( 10 million shares prior to the reverse stock split) of the Company’s common stock at an exercise price equal to $ 30.00 per share (as calculated pursuant to the agreement) ($ 2.00 per share prior to the reverse stock split).

The right to purchase 333,000 shares under the warrant ( 5.0 million shares prior to the reverse stock split) vested immediately upon effectiveness of Thermo's guarantee, which occurred in December 2023, and the right to purchase the remaining 333,000 shares under the warrant ( 5.0 million shares prior to the reverse stock split) may vest if and when Thermo advances aggregate funds of $ 25.0 million or more to the Company or a permitted third party pursuant to the terms of Thermo's guarantee.

In connection with the Service Agreements, the Customer and Thermo entered into a lock-up and right of first offer agreement that generally (i) requires Thermo to offer any shares of Globalstar common stock to the Customer before transferring them to any other person, other than affiliates of Thermo and (ii) prohibits Thermo from transferring shares of Globalstar common stock if such transfer would cause Thermo to hold less than 51.00 % of the outstanding common stock of the Company for a period of five years from the launch of Services in November 2022.

Certain amounts payable by the Company in connection with the 2023 Funding Agreement and certain other obligations under the Service Agreements are guaranteed by Thermo pursuant to a guaranty agreement (the "Thermo Guaranty").

As consideration for Thermo's guarantee, the Company issued to Thermo a warrant to purchase 666,668 shares of the Company’s common stock at an exercise price equal to $ 30.00 per share (as calculated pursuant to the Thermo Guaranty).

The right to purchase 333,334 shares under the warrant vested immediately upon effectiveness of Thermo's guarantee, which occurred in December 2023, and the right to purchase the remaining 333,334 shares under the warrant would vest if and when Thermo advances aggregate funds of $ 25.0 million or more to the Company or a permitted third party pursuant to the terms of the Thermo Guaranty.

The warrant expires in December 2028.

Upon effectiveness of Thermo's guarantee, the Company recorded the fair value of the right to purchase shares of our common stock pursuant to the warrant, which was accounted for as a credit enhancement for the guarantee and totaled $ 5.0 million at issuance, to additional paid-in-capital on the Company's consolidated balance sheet with an offset to "Loss on equity issuance" on the Company's consolidated statement of operations.

The right to purchase the remaining 333,000 shares under the warrant, which may vest if and when Thermo advances aggregate funds of $ 25.0 million, was assigned a fair value of zero based on the Company's future cash flows and the low probability of the need for funding from Thermo as required under the 2023 Funding Agreement.

The Company will reassess the probability of vesting at each reporting period and, if the probability of vesting increases, it will record the fair value as a liability pursuant to applicable accounting guidance.

To the extent Thermo is required to advance amounts under the guarantee, the Company is required to issue shares of common stock of the Company in respect of such advance in an amount equal to the amount of such payment divided by the average of the volume weighted average price of the Company’s common stock for the five trading days immediately preceding such payment.

The Company reassesses the probability of vesting at each reporting period and, if the probability of vesting increases, it will record the fair value as a liability pursuant to applicable accounting guidance.

In connection with the Updated Services Agreements, the Company, the Customer and Thermo amended the Thermo Guaranty to lower the amount of Guaranteed Obligations (as defined in the Thermo Guaranty) to $ 100 million (collectively

with the Thermo Guaranty, the "Amended Thermo Guaranty").

The entry into the Amended Thermo Guaranty required approval of the Company's stockholders (other than Thermo, including its affiliates), which was received at the Company's 2025 annual meeting of stockholders on May 20, 2025.

No changes were made to the existing outstanding warrants associated with the Thermo Guaranty and no additional warrants or rights to purchase additional shares of the Company's common stock were issued to Thermo in connection with the entry into the Amended Thermo Guaranty.

To the extent Thermo is required to advance amounts under the Amended Thermo Guaranty, the Company is required to issue shares of its common stock to Thermo in respect of such advance in an amount equal to the amount of such payment divided by the average of the volume weighted average price of the Company’s common stock for the five trading days immediately preceding such payment.

The Company has a Strategic Review Committee that is required to remain in existence for as long as Thermo and its affiliates beneficially own forty-five percent ( 45 %) or more of Globalstar’s outstanding common stock.

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Agreements with XCOM Labs, Inc.

Jacobs is the Chief Executive Officer of Globalstar and also serves as the Executive Chairman of Virewirx (formerly XCOM Labs) and is the controlling stockholder of Virewirx.

In connection with the Company's August 2023 License Agreement with Virewirx, Globalstar issued 4.0 million shares ( 60.6 million shares prior to the reverse stock split) of its common stock, representing a transaction value of approximately $ 68.7 million, to XCOM.

Of the consideration paid for the License Agreement, 1.1 million shares ( 16.7 million shares prior to the reverse stock split) were issued to Dr.

The Company and XCOM have a Support Services Agreement ("SSA") pursuant to which XCOM is required to provide certain services to the Company.

Fees payable by Globalstar pursuant to the SSA are based on costs incurred.

In August 2023 and June 2024, Globalstar issued 0.7 million shares ( 10.5 million shares prior to the reverse stock split) and 0.5 million shares ( 7.7 million shares prior to the reverse stock split), respectively, to Virewirx as payment for costs incurred under the SSA and the release of holdback shares under the License Agreement.

In June 2024, Virewirx sold 0.3 million shares ( 4.5 million prior to the reverse stock split) of the total shares issued in June 2024 in a private placement transaction to an affiliate of the Thermo Companies.

Jacobs is the Chief Executive Officer of Globalstar and also serves as the Executive Chairman of XCOM Labs, Inc.

(now known as Virewirx, Inc.) ("XCOM") and is the controlling stockholder of XCOM.

In connection with the entry into the Company's former Intellectual Property License Agreement with XCOM (the "License Agreement"), which was terminated in January 2026, Globalstar issued to XCOM 4.0 million shares of its common stock, representing a transaction value of approximately $ 68.7 million on the date of issuance.

Of the consideration paid for the License Agreement, an additional 1.1 million shares were issued to Dr.

In January 2026, the Company exercised its option to purchase certain intellectual property assets pursuant to the License Agreement.

The Company and XCOM also had a Support Services Agreement ("SSA"), which was terminated during the second quarter of 2025.

Under the SSA, XCOM was required to provide certain services to the Company.

In August 2023 and June 2024, Globalstar issued 0.7 million shares and 0.5 million shares of its common stock, respectively, to XCOM as payment for costs incurred under the SSA and the release of holdback shares under the License Agreement.

In June 2024 and March 2025, XCOM sold 0.3 million shares and 0.2 million shares of the Company's common stock, respectively, in a private placement transaction to an affiliate of Thermo.

Effective during the first quarter of 2025, costs that support the XCOM technology development were directly incurred by Globalstar and paid through the Company's operating cash flows.

Fees payable by Globalstar pursuant to the SSA were based on costs incurred plus a 15 % margin for costs incurred between January 1, 2025 and March 31, 2025.

No fees were payable by Globalstar pursuant to the SSA after March 31, 2025.

Certain general and administrative expenses are incurred by Virewirx, Inc.

on behalf of the Company.

These expenses include costs incurred by Virewirx, Inc.

on behalf of the Company that are charged to the Company;

these charges are based on actual amounts (with no mark-up) incurred by Virewirx, Inc.

or upon allocated employee time.

Payables to Virewirx, Inc.

related to arm's length transactions were less than $0.1 million as of December 31, 2025;

no amounts were outstanding as of December 31, 2024.

Jacobs does not have any family relationships with any director or executive officer of the Company and has not been directly or indirectly involved in any related party transactions with the Company, except for transactions related to the License Agreement and the SSA.

The components of income tax expense (benefit) were as follows (in thousands):

As discussed in Note 1:

Summary of Significant Accounting Policies, the Company prospectively adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures effective January 1, 2025 .

As a result, disclosures for the years ended December 31, 2024 and 2023 are presented under the prior format, while disclosures for the year ended December 31, 2025 reflect the new required format.

The components of income tax expense were as follows (in thousands):

Year Ended December 31,

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Federal and state tax 292 316 33

Foreign tax 66 — —

Foreign (benefit) tax

Total 69 382 33

Income tax expense (benefit)

Income tax expense

$ 5,878 $ 2,135 $ 1,123

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Total loss before income taxes $ ( 2,773 ) $ ( 61,029 ) $ ( 23,595 )

The Company recorded foreign currency gains of $ 15.3 million in 2025 and foreign currency losses of $ 16.6 million in 2024, both of which are reflected within the foreign component of income (loss) before income taxes in the table above.

Many of its foreign subsidiaries have USD-denominated intercompany payable balances, which impact the foreign currency gains and losses recorded each reporting period.

In these instances, foreign currency gains result from other currencies strengthening relative to the U.S.

inversely, foreign currency losses result from the U.S.

dollar strengthening relative to other currencies.

As of December 31, 2025 and 2024, the Company had cumulative U.S., state and foreign net operating loss ("NOL") carryforwards for income tax reporting purposes of approximately $ 1.5 billion and $ 1.8 billion, respectively.

The vast majority of these NOL carryforwards were generated prior to 2018 and expire through 2041 (with less than 1 % expiring prior to 2028) and the remaining NOL carryforwards do not expire.

Income taxes paid (net of refunds), disclosed pursuant to the requirements of ASU 2023-09, for the year presented below (in thousands):

Year Ended December 31,

State and Local

California 1,198

state and local 1,927

Other foreign jurisdictions 425

Total foreign taxes paid 4,549

Total taxes paid $ 6,476

Total income taxes paid, net of refunds received, were $ 1.9 million and $ 0.3 million for the years ended December 31, 2024 and 2023, respectively.

The components of net deferred income tax assets (liabilities) were as follows (in thousands):

As of December 31,

Deferred tax assets

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( 51,844 ) ( 49,407 )

Deferred income tax liability $ ( 711 ) $ ( 329 )

Net deferred income tax liability $ ( 886 ) $ ( 711 )

The deferred revenue tax asset in the table above is related to a portion of the prepayments made under the Updated Services Agreements (see Note 3:

Revenue to our Consolidated Financial Statements for further discussion).

In an effort to provide additional detail and transparency of the deferred tax assets and liabilities, the Company reclassified certain deferred items for the prior period.

The change in the valuation allowance during 2024 of $ 16.3 million was due primarily to uncertain tax positions, which reduced deferred tax assets related to NOL carryforwards, the current year NOL utilization, and changes in foreign currency exchange rates.

The Company recorded deferred tax liabilities of $ 0.7 million as of December 31, 2024 and $ 0.3 million as of December 31, 2023 related to the limitation on utilization of state NOLs and federal deferred tax assets surrounding the Company’s indefinite lived intangible assets.

The actual provision for income taxes differs from the statutory U.S.

federal income tax rate as follows (in thousands):

Revenue for further discussion).

The change in the valuation allowance during 2025 of $ 38.4 million was due primarily to uncertain tax positions, which reduced deferred tax assets related to NOL carryforwards and the current year NOL utilization as a result of increased taxable income from deferred revenue recognition in the U.S.

The Company recorded net deferred tax liabilities of $ 0.9 million as of December 31, 2025 and $ 0.7 million as of December 31, 2024 related to the limitation on utilization of state NOLs and utilization of federal deferred tax assets surrounding the Company’s indefinite lived intangible assets.

The Company considers all undistributed earnings of its foreign subsidiaries to be reinvested indefinitely as of December 31, 2025.

Should these earnings be distributed in the future, the Company may be subject to foreign withholding taxes, additional U.S.

federal taxes, and state income taxes, including the effects of any foreign currency translation.

Effective income tax rate (after adoption of ASU 2023-09) (in thousands):

Year Ended December 31,

Amount Percent

Provision at U.S.

statutory rate of 21% $ ( 582 ) 21 %

State and local tax effects (1)

State income taxes, net of federal benefit ( 1,327 ) 48 %

Adjustment to state deferred rate ( 705 ) 25 %

State adjustment for filed returns 1,135 ( 41 ) %

State increase in valuation allowance 2,425 ( 87 ) %

Foreign tax effects

Effect of foreign income tax at various rates ( 282 ) 10 %

Adjustment to reserved deferred assets 393 ( 14 ) %

Other ( 51 ) 2 %

Change in valuation allowance ( 1,048 ) 38 %

Canadian Provincial

Effect of foreign income tax at various rates 508 ( 18 ) %

Adjustment to reserved deferred assets 48 ( 2 ) %

Change in valuation allowance ( 556 ) 20 %

Effect of foreign income tax at various rates 528 ( 19 ) %

Foreign rate change ( 5,728 ) 207 %

Other 98 ( 4 ) %

Withholding tax 153 ( 6 ) %

Change in valuation allowance 4,617 ( 166 ) %

Effect of foreign income tax at various rates ( 527 ) 19 %

Other ( 43 ) 2 %

Change in valuation allowance ( 732 ) 26 %

Adjustment for filed returns 432 ( 16 ) %

Other 212 ( 8 ) %

Change in valuation allowance ( 158 ) 6 %

Other foreign jurisdictions

Other foreign jurisdictions ( 42 ) 2 %

Change in valuation allowance

Decrease in valuation allowance (3)

( 46,978 ) 1694 %

Non-taxable or non-deductible items

Permanent differences 643 ( 23 ) %

Excess tax benefits on stock-based compensation ( 3,992 ) 144 %

Section 162(m) compensation limitation 3,018 ( 109 ) %

Imputed interest 2,432 ( 88 ) %

State current tax deduction ( 304 ) 11 %

Change in unrecognized tax benefits

Uncertain tax positions (2)

51,013 ( 1840 ) %

Other adjustments

Adjustment to reserved deferred assets 208 ( 8 ) %

Stock compensation deduction limitation 671 ( 24 ) %

Adjustment to reserved deferred assets - R&D 563 ( 20 ) %

Adjustment to reserved deferred assets - intangibles ( 445 ) 16 %

Adjustment for filed returns 326 ( 12 ) %

Other ( 45 ) 2 %

Effective tax rate $ 5,878 ( 212 ) %

(1) The tax effect in this category primarily reflects state and local taxes in California and Illinois.

(2) Relates primarily to a new uncertain tax position in the U.S.

and its related state impacts.

(3) Relates primarily to impacts associated with a new uncertain tax position in the U.S.

and its related state impacts.

Effective income tax rate (prior to adoption of ASU 2023-09) (in thousands):

Year Ended December 31,

Provision at U.S.

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The following table presents a reconciliation of the Company’s beginning and ending balances of unrecognized tax benefits for the periods indicated (in thousands):

Gross unrecognized tax benefits at January 1, 2024 $ —

Increases related to tax positions of prior years 14,067

Gross unrecognized tax benefits at December 31, 2024 $ 14,067

The table above does not include accrued interest and penalties of $ 1.2 million as of December 31, 2024.

As of December 31, 2023 and 2022, there were no unrecognized uncertain income tax positions.

The amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is zero for the years ended December 31, 2024, 2023 and 2022.

Year Ended December 31,

Beginning balance $ 14,067 $ —

Increases related to tax positions of the current year 50,962 —

Increases related to tax position of prior years 602 14,067

Reductions for tax positions of prior years ( 59 ) —

Audit settlements ( 1,482 ) —

Ending balance

$ 64,090 $ 14,067

The table above does not include accrued interest and penalties of $ 0.4 million and $ 1.2 million as of December 31, 2025 and 2024, respectively.

The Company recognizes accrued interest and/or penalties related to income tax matters within income tax expense.

As of December 31, 2025, the Company recorded $ 6.4 million in long-term tax receivables on its consolidated balance sheet associated with the Canada income tax audit.

Additionally, the Company recorded $ 3.6 million in long-term uncertain tax position liabilities, of which $ 2.0 million relates to the state tax impact of a new uncertain tax position in the U.S.

and $ 1.6 million relates to the Canada income tax audit.

The amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $ 2.5 million for the year ended December 31, 2025.

Further discussion is below regarding the Company's uncertain income tax positions associated with the Company's Canadian subsidiary.

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The Company's corporate U.S.

tax returns for 2021 and subsequent years remain subject to examination by tax authorities.

The Company is currently under income tax audits in various U.S.

tax returns are generally subject to examination for three years after the later of the return due date or the date filed.

To the extent the Company utilizes net operating loss carryforwards generated in earlier years, the IRS retains the right to examine the amount of such losses as part of any audit of an open tax year, notwithstanding that the years in which the losses were generated may otherwise be closed.

The Company has U.S.

federal NOL carryforwards originating prior to 2010.

State income tax returns are generally subject to examination for a period of three to five years after filing of the respective return.

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Canadian Tax Audits

The Canada Revenue Agency ("CRA") is conducting audits of the Company's Canadian subsidiary for several tax years.

The Company is working with the Canada Revenue Agency ("CRA") to complete the audits.

The Canada Revenue Agency ("CRA") is conducting audits of the Company's Canadian subsidiary for several tax years and the Company is working with the CRA to complete such audits.

The CRA has completed its audit for the tax years 2016 through 2018 and assessed the Company for additional tax liabilities and audit adjustments, which the Company is appealing.

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As a result of these audits, during 2025, the Company recorded $ 0.1 million of expense for uncertain tax positions associated with interest on withholding tax.

As of December 31, 2024, the Company recorded $ 4.5 million in long-term tax receivables, $ 2.3 million in current uncertain tax position liabilities and $ 1.5 million in long-term uncertain tax position liabilities on its consolidated balance sheet associated with potential taxes, penalties and interest.

As of December 31, 2024, the Company had not provided foreign withholding taxes on approximately $ 5.3 million of undistributed earnings from certain foreign subsidiaries indefinitely invested outside the U.S.

In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income ("GILTI") provisions of the Tax Act.

The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations.

The Company elected to account for GILTI tax in the period in which it is incurred and therefore has not provided any deferred tax impacts of GILTI in its consolidated financial statements for the years ended December 31, 2024 and 2023.

As of December 31, 2025, the Company recorded $ 6.4 million in long-term tax receivables and $ 1.6 million in long-term uncertain tax position liabilities on its consolidated balance sheet associated with potential taxes, penalties and interest.

The tax related to global intangible low-taxed income ("GILTI") is a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations.

The Company records GILTI tax in the period in which it is incurred and therefore has not provided any deferred tax impacts of GILTI in its consolidated financial statements for the years ended December 31, 2025 and 2024.

As of December 31, 2025 and 2024, the Company recorded a value added tax ("VAT") recoverable, of which the short term portion is included in prepaid and other current assets on its consolidated balance sheet totaling $ 2.0 million and $ 2.5 million, respectively, and the long-term portion is included in intangible and other assets, net, on its consolidated balance sheet totaling $ 3.0 million and $ 1.8 million, respectively.

This VAT recoverable is related primarily to certain payments for the purchase and importation of gateway equipment in various international jurisdictions in connection with the Company's network upgrade work.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The legislation did not have a material impact on the Company's effective tax rate or consolidated financial statements for the year ended December 31, 2025.

However, certain provisions of the OBBBA become effective for tax years beginning after December 31, 2025, and the Company is continuing to evaluate the impact of these provisions on its future consolidated financial statements.

LOSS PER SHARE

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The number of shares have been restated to reflect the 1:15 reverse stock split effectuated on February 10, 2025.

All historical share and per share amounts reflected in this Report have been adjusted to reflect the reverse stock split.

All historical share and per share amounts reflected in this Report have been retrospectively restated to reflect the change in capital structure for the periods prior to the completion of the reverse stock split, as applicable.

Refer to Note 17:

4 unchanged sentences

Effect of Series A Preferred Stock dividends ( 10,605 ) ( 10,634 ) ( 10,605 )

Adjusted net loss attributable to common shareholders $ ( 73,798 ) $ ( 35,323 ) $ ( 258,252 )

Net loss attributable to common shareholders $ ( 19,256 ) $ ( 73,798 ) $ ( 35,323 )

Weighted average common shares outstanding 126,757 125,877 122,334

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For the years ended December 31, 2025, 2024 and 2023, 1.8 million shares, 1.3 million shares and 1.3 million shares, respectively, of potential common stock were excluded from diluted shares outstanding because the effects of such securities would be anti-dilutive.

Included in these shares for all periods presented is a portion of the 3.3 million shares ( 49.1 million shares prior to the reverse stock split) that may be purchased by the Customer pursuant to the warrants issued under the Updated Services Agreements in 2022 based on the treasury stock method.

During 2023, the right to purchase 0.3 million shares of common stock vested pursuant to the warrant ( 5.0 million shares prior to the reverse stock split) issued to Thermo for its guarantee of the 2023 Funding Agreement;

none of these shares are included in the potentially dilutive securities for the applicable periods presented due to the exercise price relative to the average market price of Globalstar common stock during the periods.

Also excluded from the amounts above are 0.3 million shares ( 5.0 million shares prior to the reverse stock split) that may be purchased by Thermo pursuant to the warrant issued in connection with its guarantee of the 2023 Funding Agreement;

Included in these shares for all periods presented is a portion of the outstanding equity awards under the Equity Plan (as defined herein) (refer to Note 15:

Stock Compensation for further discussion of amounts unvested and outstanding under the Equity Plan).

Also included is 3.3 million shares that may be purchased by the Customer pursuant to the warrants issued under the Service Agreements in 2022 based on the treasury stock method.

During 2023, the right to purchase 0.3 million shares of common stock vested pursuant to the warrant issued to Thermo for its guarantee of the 2023 Funding Agreement.

For 2025, a portion of these shares are included in potentially dilutive shares based on the treasury stock method;

for 2024 and 2023, none of these shares are included in the potentially dilutive securities for the applicable periods presented because the exercise price of the warrants exceeded the average market price of Globalstar common stock during the periods.

Excluded from the amounts above are an additional 0.3 million shares that may be purchased by Thermo pursuant to the warrant issued in connection with its guarantee of the 2023 Funding Agreement;

the right to purchase these shares vests only if Thermo advances aggregate funds of $ 25.0 million or more to the Company or a permitted third party pursuant to the terms of Thermo's guarantee.

Also excluded are unvested PSUs (as defined herein) that are subject to market and performance conditions as the condition for achievement was not met.

The total unvested PSUs as of December 31, 2025 totaled 2.1 million shares.

STOCK COMPENSATION

Share-Based Payment Arrangements with Employees

The Company’s Equity Incentive Plan (“Equity Plan”) provides long-term incentives to the Company’s key employees, including officers, directors, consultants and advisers (“Eligible Participants”), and is designed to align stockholder and employee interests.

The Company’s 2006 Equity Incentive Plan, as amended and restated (“Equity Plan”), provides for the grant of long-term incentives to the Company’s key employees, including officers, directors, consultants and advisers (“Eligible Participants”), and is designed to align stockholder and employee interests.

Under the Equity Plan, the Company may grant incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock units, and other stock-based awards or any combination thereof to Eligible Participants.

The Compensation Committee of the Company’s Board of Directors establishes the terms and conditions of any awards granted under the plans.

The Compensation Committee of the Board establishes the terms and conditions of any awards granted under the plans.

At the time of grant, the Company takes into consideration the timing of the stock-based award and evaluates for conditions that could result in the award to be considered spring loaded.

The number of shares have been restated to reflect the 1:15 reverse stock split effectuated on February 10, 2025.

All historical share and per share amounts reflected in this Report have been adjusted to reflect the reverse stock split.

Refer to Note 17:

Common Stock for further discussion.

As of December 31, 2024 and 2023, the number of shares of common stock that was authorized and remained available for issuance under the Equity Plan was 3.4 million and 1.4 million, respectively ( 51.7 million and 20.6 million, respectively prior to the reverse stock split).

During 2024, the Company's Board of Directors approved an increase to the Equity Plan reserve totaling 2.5 million shares ( 37.6 million shares prior to the reverse stock split).

Restricted Stock

Grants of restricted stock have varying vesting criteria, including immediate, one year from the grant date, in equal annual installments over three years or based on performance criteria.

Non-vested shares are generally forfeited upon the termination of employment.

Holders of restricted stock awards are entitled to all rights of a stockholder of the Company with respect to the restricted stock, including the right to vote the shares and receive any dividends or other distributions.

Compensation expense associated with restricted stock is measured based on the grant date fair value of the common stock and is recognized on a straight line basis over the vesting period.

The table below summarizes the weighted average grant date fair value of restricted stock for the indicated periods:

In October 2025, the Compensation Committee of the Board approved the ability of recipients to defer payout of performance-based restricted stock unit awards granted pursuant to the Equity Plan.

As of December 31, 2025, receipt of approximately 941,358 shares have been deferred pursuant to the Equity Plan;

the deferred amount reflects fully vested shares to be issued, which are included in basic earnings per share as the issuance of the shares is no longer subject to a contingency.

As of December 31, 2025, the number of shares of common stock that was authorized and remained available for issuance under the Equity Plan was 4.4 million.

During 2025, the number of authorized shares available for issuance increased 2.5 million shares, which was approved by the Company's Board in 2024 in accordance with the annual increase provision set forth in the Equity Plan.

Restricted Awards

Grants of restricted awards (including restricted stock and restricted stock units) have varying vesting criteria, including immediate, one year from the grant date, in equal annual installments (generally over three years ) or based on performance criteria.

Non-vested restricted awards are generally forfeited upon the termination of employment.

Holders of restricted stock are entitled to all rights of a stockholder of the Company with respect to the awards, including the right to vote the shares and receive any dividends or other distributions.

Compensation expense associated with restricted awards is measured based on the grant date fair value of the common stock and is recognized on a straight line basis over the vesting period.

The table below summarizes the weighted average grant date fair value of restricted awards for the indicated periods:

Year Ended December 31,

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Weighted average grant date fair value $ 33.55 $ 24.11 $ 20.40

The following is a rollforward of the activity in restricted stock for the year ended December 31, 2024:

The following is a rollforward of the activity in restricted awards for the year ended December 31, 2025:

Shares Weighted Average

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243,441 $ 33.04

For the years ended December 31, 2024, 2023 and 2022, the Company recognized $ 11.6 million, $ 13.1 million and $ 10.4 million, respectively, of compensation expense related to restricted stock awards.

The total fair value, as calculated on the day of vesting, of restricted stock awards that vested during 2024, 2023 and 2022 was $ 13.1 million, $ 11.6 million, and $ 14.6 million, respectively.

As of December 31, 2024, unrecognized compensation expense related to unvested restricted stock outstanding was approximately $ 7.2 million to be recognized over a weighted-average period of 1.4 years.

Market-Based Restricted Stock Units

During 2024 and 2023, the Company granted restricted stock units ("RSUs") totaling 62.9 thousand and 3.0 million, respectively, which may be earned over a four-year performance period.

All of the market-based RSUs vest upon the Company's common stock trading at various price levels throughout the performance period.

Market-based RSUs are valued using a Monte Carlo simulation model.

The 2024 market-based RSUs were granted in October 2024 with a fair value of

$ 0.6 million, which will be recognized over the derived service period, estimated to be 2.5 years.

For the years ended December 31, 2025, 2024 and 2023, the Company recognized $ 11.1 million, $ 11.6 million and $ 13.1 million, respectively, of compensation expense related to restricted awards.

The total fair value, as calculated on the day of vesting, of restricted awards that vested during 2025, 2024 and 2023 was $ 23.2 million, $ 13.1 million, and $ 11.6 million, respectively.

As of December 31, 2025, unrecognized compensation expense related to unvested restricted awards outstanding was approximately $ 6.4 million to be recognized over a weighted-average period of 1.5 years.

Performance-Based Restricted Stock Units (PSUs)

Grants of PSUs may contain either a market condition or a performance condition.

All of the Company's outstanding market-conditioned PSUs vest upon the Company's common stock trading at various price levels throughout the performance period.

Market-conditioned PSUs are valued using a Monte Carlo simulation model.

The Company has also granted performance-conditioned PSUs that vest upon the achievement of internal sales targets and/or project milestones during the performance period.

Performance-conditioned PSUs are valued using the stock price on the grant date.

All of the outstanding market-conditioned PSUs and performance-conditioned PSUs may be earned over a four-year performance period from the grant date.

The following is a rollforward of the activity in PSUs for the year ended December 31, 2025:

Shares Weighted Average

Nonvested at January 1, 2025

3,121,284 $ 13.31

Granted 145,404 16.46

Vested ( 1,214,600 ) 15.38

Nonvested at December 31, 2025

2,052,088 $ 12.31

For the year ended December 31, 2025, 2024 and 2023, the Company recognized $ 11.2 million, $ 23.5 million and $ 6.7 million, respectively, of compensation cost related to these awards.

The total fair value, as calculated on the day of vesting, of PSUs that vested during 2025 was $ 67.7 million.

No PSUs vested during 2024 and 2023.

As of December 31, 2025, unrecognized compensation expense related to unvested PSUs was approximately $ 1.8 million to be recognized over a weighted-average derived service period of 2.0 years.

No PSUs expired or were forfeited during 2025.

During 2025, the Company granted market-conditioned PSUs in each of March and May with a fair value of $ 1.1 million and $ 0.5 million, respectively, which will be recognized over the derived service period, estimated to be 2.0 years and 2.2 years, respectively.

The Monte Carlo simulation was computed using the following assumptions:

Shares Granted

Risk-Free Interest Rate

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Market Price of Common Stock

Fair Value of RSUs

March 2025 PSUs

66,667 4.05 % 70.00 % $ 22.52

For the year ended December 31, 2024 and 2023, the Company recognized $ 23.4 million and $ 6.7 million, respectively, of compensation cost related to these awards.

As of December 31, 2024, unrecognized compensation expense related to unvested market-based RSUs was approximately $ 10.0 million to be recognized over a weighted-average derived service period of 0.8 years.

No market-based RSUs vested, expired or were forfeited during 2024.

Performance-Based Restricted Stock Units

During 2024, the Company granted 94.3 thousand performance-based RSUs, which are earned over a four-year period.

The total fair value of the performance-based RSUs were valued using the stock price on the grant date, totaling $ 1.5 million.

For the year ended December 31, 2024, the Company recognized $ 0.1 million of compensation cost related to these awards.

As of December 31, 2024, unrecognized compensation expense related to unvested performance-based RSUs was approximately $ 1.4 million to be recognized over a weighted-average period of 3.5 years.

No performance-based RSUs vested, expired or were forfeited during 2024.

May 2025 PSUs

39,368 4.03 % 70.00 % $ 19.05

Additionally, the Company granted 39,369 performance-conditioned PSUs during 2025 with a total fair value using the stock price on the grant date of $ 0.8 million.

Key Employee Bonus Plan

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Jacobs, is the Company's CODM.

Jacobs manages the consolidated entity and uses net income (loss) as the measure of profit or loss to assess segment performance and allocate resources.

Jacobs manages the consolidated entity and uses net income (loss) as the measure of profit or loss to assess performance and allocate resources.

Jacobs does not review total assets.

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Expenses are reviewed by the nature of the cost (Cost of Services, Marketing, General and Administrative and Cost of Subscriber Equipment Sales), consistent with the Company’s presentation on its Consolidated Statements of Operations.

Other operating segment expenses primarily include stock-based compensation, depreciation, amortization and accretion, the reduction in the value of assets and inventory, interest income and expense, foreign currency gains and losses, gains and losses on extinguishment of debt as well as other smaller items.

Other operating segment expenses may include stock-based compensation, depreciation, amortization and accretion, the reduction in the value of assets and inventory, interest income and expense, foreign currency gains and losses, gains and losses on extinguishment of debt as well as other smaller items.

On December 17, 2024, by written consent, following the approval and recommendation of the board of directors and its Strategic Review Committee, Thermo, which collectively owns a majority of the Company's issued and outstanding shares of common stock, approved proposals to amend the Company's certificate of incorporation to (i) conduct a reverse stock split of its issued and outstanding shares of common stock at a ratio between 1 for 10 and 1 for 25, and (ii) reduce the authorized number of shares of common stock that the Company can issue in proportion to the reverse stock split.

Effective following the close of trading on February 10, 2025, the Company voluntarily withdrew the listing of its common stock from the NYSE American, effected the reverse stock split at a ratio of 1 to 15 shares of common stock and amended its certificate of incorporation to reduce the number of authorized shares of common stock that it may issue from 2,150,000,000 shares to 143,333,334 shares of common stock.

Effective at the start of trading on February 11, 2025, the Company's common

stock began trading on a post-split basis under the symbol “GSAT” on the Nasdaq Stock Market LLC.

The number of shares of common stock outstanding was reduced from 1,896,635,805 to 126,442,583 .

Effective following the close of trading on February 10, 2025, the Company voluntarily withdrew the listing of its common stock from the NYSE American, effected a reverse stock split at a ratio of 1 to 15 shares of its common stock and amended its certificate of incorporation to reduce the number of authorized shares of common stock that it may issue from 2,150,000,000 shares to 143,333,334 shares of common stock.

Effective at the start of trading on February 11, 2025, the Company's common stock began trading on a post-split basis under the symbol “GSAT” on the Nasdaq Stock Market LLC.

Upon the effectiveness of the reverse stock split, the number of shares of the Company's common stock outstanding was reduced from 1,896,635,805 to 126,442,583 .

No fractional shares were issued as a result of the reverse stock split and it did not impact the par value of the Company's common stock.

Any fractional shares that would otherwise have resulted from the reverse stock split were rounded up to the next whole share, except that any fractional shares resulting from the reverse stock split for any outstanding awards adjustments pursuant to the terms and conditions of the Company's 2006 Equity Incentive Plan and the award or agreement governing such awards were rounded down to the next whole share.

Any fractional shares that would otherwise have resulted from the reverse stock split were rounded up to the next whole share at the DTC participant level, except that any fractional shares resulting from the reverse stock split for any outstanding awards adjustments pursuant to the terms and conditions of the Company's 2006 Equity Incentive Plan and the award or agreement governing such awards were rounded down to the next whole share.

Neither the reverse stock split nor the related amendments to the Company's certificate of incorporation had any impact on the number of shares of preferred stock it is authorized to issue under its certificate of incorporation or the number of issued and outstanding shares of its Series A Preferred Stock.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data