SEC EDGAR · 10-K
10-K – 2026-02-27 – gsat-20251231.htm
394894 tecken · 3 HTML-del(ar)
Automatiskt nyckeltalsindex
Detta är sökträffar och textkontext, inte verifierade eller normaliserade redovisningsvärden.
Omsättning
- Terrestrial spectrum and network solutions revenue is included in "Government and Other Services" within the service revenue category of our results of operations.
- We enable direct-to-cellular connectivity over the Globalstar System to the Customer under the Updated Services Agreements through a wholesale capacity arrangement. For the years ended December 31, 2025, 2024 and 2023, the Customer under the Updated Services Agreements was responsible for 63%, 58%, and 49%, respectively, of our total revenue. No other customer was responsible for more than 10% of our revenue during these years. The loss of the Customer may have an adverse impact on our financial
- As of December 31, 2025, we had approximately 791,000 MSS subscribers worldwide. Our subscriber count only includes our MSS subscribers who have an active Globalstar service contract. For our subscriber driven revenue, the specialized needs of our global customers span many industries. The Globalstar System is able to offer our customers cost-effective communications solutions completely independent of cellular coverage. Although traditional users of wireless telephony and broadband data service
- We offer small satellite transmitter modules, such as the STX-3, ST-150 and ST100, and chips, such as our proprietary ASIC, which enable products that integrate our modules to access our network. We have sales arrangements with major resellers to market our Commercial IoT services, including some value-added resellers that integrate our modules into their proprietary solutions designed to meet certain specialized niche market applications. The STX-3 provides additional opportunities to integrate
- We are currently developing a two-way Commercial IoT finished product to complement the recently launched RM200M. Both the RM200M and the finished product are designed to provide the fundamentals to effectively pursue sales opportunities with carriers, enterprises, large resellers, system integrators, and other customers looking to extend their business models with satellite connectivity.
- We distribute and sell our SPOT products through a variety of distribution channels. We have distribution relationships with a number of "Big Box" retailers, including Amazon, Bass Pro Shops, Cabela's, REI, Sportsman's Warehouse, Academy and West Marine, and other similar distribution channels. We also sell SPOT products and services directly using our existing sales force and through our direct e-commerce website, www.findmespot.com.
- For terrestrial spectrum opportunities, our primary competition is other licensed and unlicensed terrestrial spectrum alternatives and, to a lesser extent, lightly licensed terrestrial bands. Anterix, a licensed spectrum holder, is also a successful competitor for use cases that require low data over longer distances primarily for utilities. We may be able to address certain of these use cases with spectrum provided by our satellite network. As the terrestrial spectrum industry continues to chan
- We supply services and products to a number of foreign customers. Although most of our sales are denominated in U.S. dollars, we are exposed to currency risk for sales in Canada, Europe, Brazil and various other countries. In 2025, approximately 13% of our sales were generated in foreign countries, which generally are denominated in local currencies. See Note 3: Revenue to our Consolidated Financial Statements for additional information regarding revenue by country. For more information about ou
EBITDA
- • average monthly revenue per user, or ARPU, which is an indicator of our pricing and ability to obtain effectively long-term, high-value customers. We calculate ARPU separately for each type of our subscriber-driven revenue, including Commercial IoT, SPOT and Duplex; | • operating income and adjusted EBITDA, both of which are indicators of our financial performance; and | • capital expenditures, which are an indicator of future revenue growth potential and cash requirements.
- The Company has an annual bonus plan designed to reward designated key employees' efforts to exceed the Company's financial performance goals for the designated calendar year ("Plan Year"). The bonus pool available for distribution is determined based on the Company's adjusted EBITDA performance during the Plan Year. The bonus may be paid in cash or the Company's common stock, subject to certain approvals.
- For the 2025 Plan Year, the Company's adjusted EBITDA performance was within the bonus payout threshold according to the plan document. As of December 31, 2025, $ 3.4 million was accrued on the Company's consolidated balance sheet related to this bonus payment, which is expected to be paid in a mix of cash and common stock during the first quarter of 2026.
Rörelseresultat
- • average monthly revenue per user, or ARPU, which is an indicator of our pricing and ability to obtain effectively long-term, high-value customers. We calculate ARPU separately for each type of our subscriber-driven revenue, including Commercial IoT, SPOT and Duplex; | • operating income and adjusted EBITDA, both of which are indicators of our financial performance; and | • capital expenditures, which are an indicator of future revenue growth potential and cash requirements.
Periodens resultat
- It is also possible that the total available payload capacity of a satellite may need to be reduced prior to the satellite reaching its end-of-orbital life. A reduction in the orbital life of any of our satellites could result in a reduction of revenue, the recognition of an impairment loss and an acceleration of capital expenditures, as well as reputational harm. The potential impact on our revenue from a reduction in the orbital life of one or more satellites may vary depending on the satellit
- Net cash provided by operating activities was $621.7 million during 2025 compared to $439.2 million during 2024. This improvement was due primarily to favorable working capital changes, specifically resulting from receipts pursuant to the Infrastructure Prepayment of $430.6 million during 2025 compared to $278.0 million during 2024; these receipts are recorded as deferred revenue and used to fund capital expenditures for the Extended MSS Network, typically in the quarter following the receipt of | 37
- 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. 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
- An operating segment is defined as a component of an enterprise which has discrete financial information that is evaluated regularly by the Company’s Chief Operating Decision Maker ("CODM") to decide how to allocate resources and assess performance. In accordance with ASC 280, Segment Reporting , the Company’s only reportable segment is its MSS business. The Company's Chief Executive Officer, Dr. Paul E. Jacobs, is the Company's CODM. Dr. Jacobs manages the consolidated entity and uses net incom
Resultat per aktie
- 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. 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
- 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.
Kassaflöde
- Our financing arrangements may adversely affect our cash flow and our ability to operate our business, including our ability to incur additional indebtedness.
- By requiring us to dedicate a substantial portion of our cash flow to debt service, our financing arrangements could hinder our ability to pursue strategic acquisitions or capitalize on other business opportunities, and limit our flexibility in planning for, or reacting to, changes in our business or industry, placing us at a competitive disadvantage compared to competitors who may be able to take advantage of opportunities that our leverage prevents us from exploiting. Additionally, even though
- We are exposed to risk of loss in the event of nonperformance by our customers of their obligations to us. Some of our customers may be highly leveraged or subject to their own operating and regulatory risks. Many of our customers finance their activities through cash flows from operations, the incurrence of debt or the issuance of equity. From time to time, credit is less available or available on more restrictive terms. The combination of reduction of cash flow resulting from operational setba
- The fair value of this embedded derivative is valued using a discounted cash flow model. The most significant input used in the fair value measurement is the discount rate. As the discount yield used in the valuation process decreases, the fair value of the embedded derivative increases. Also impacting the fair value measurement is the length of time between the reporting period and the start of interest payments; as the length of time decreases, the present value of the projected interest savin
- 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
- 2025 2024 2023 | Supplemental disclosure of cash flow information: | Cash paid for:
- Supplemental Cash Flow Information
- The below table discloses supplemental cash flow information for operating leases (in thousands):
Likvida medel
- As of December 31, 2025 and December 31, 2024, we held cash and cash equivalents of $447.5 million and $391.2 million, respectively. This increase in cash and cash equivalents during 2025 was due primarily to cash received pursuant to the Infrastructure Prepayment of $430.6 million (of which $131.0 million was received during the fourth quarter) and pursuant to the 2023 Funding Agreement of $27.1 million, offset by capital expenditures associated with our commitments under the Updated Services A
- (16,180) 157,181 125,793 | Effect of exchange rate changes on cash and cash equivalents | 1,220 (1,383) 140
- 1,220 (1,383) 140 | Net increase in cash and cash equivalents | $ 56,307 $ 334,420 $ 24,662
- We may be subject to concentrations of credit risk for certain financial instruments, including cash and cash equivalents and accounts receivable. Cash and cash equivalents consists primarily of highly liquid short-term investments deposited with financial institutions that are of high credit quality. We record trade accounts receivable when we have a contractual right to receive payment on demand or on a fixed or determinable date in the future. We perform ongoing credit evaluations of our cust
- Current assets: | Cash and cash equivalents $ 447,471 $ 391,164 | Accounts receivable, net of allowance for credit losses of $ 1,468 and $ 1,504 , respectively
- 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 | Net increase in cash and cash equivalents 56,307 334,420 24,662
- Effect of exchange rate changes on cash and cash equivalents 1,220 ( 1,383 ) 140 | Net increase in cash and cash equivalents 56,307 334,420 24,662 | Cash and cash equivalents, beginning of period 391,164 56,744 32,082
- Net increase in cash and cash equivalents 56,307 334,420 24,662 | Cash and cash equivalents, beginning of period 391,164 56,744 32,082 | Cash and cash equivalents, end of period (1)
Nettoskuld
- 2025 2024 2023 | Net cash provided by operating activities $ 621,650 $ 439,192 $ 74,341 | Net cash used in investing activities (550,383) (260,570) (175,612)
- Net cash provided by operating activities $ 621,650 $ 439,192 $ 74,341 | Net cash used in investing activities (550,383) (260,570) (175,612) | Net cash (used in) provided by financing activities
- Net cash used in investing activities (550,383) (260,570) (175,612) | Net cash (used in) provided by financing activities | (16,180) 157,181 125,793
- Net cash provided by operating activities includes primarily cash received from our customers from the sale of products and services, including the performance of wholesale capacity services as well as related to the purchase of equipment and satellite voice and data services. We use cash in operating activities primarily for network costs, personnel costs, inventory purchases and other general corporate expenditures.
- Net cash provided by operating activities was $621.7 million during 2025 compared to $439.2 million during 2024. This improvement was due primarily to favorable working capital changes, specifically resulting from receipts pursuant to the Infrastructure Prepayment of $430.6 million during 2025 compared to $278.0 million during 2024; these receipts are recorded as deferred revenue and used to fund capital expenditures for the Extended MSS Network, typically in the quarter following the receipt of | 37
- Net cash used in investing activities was $550.4 million during 2025, compared to $260.6 million during 2024. Net cash used in investing activities during both periods included primarily network upgrades associated with the Updated Services Agreements. The increase during 2025 was principally due to milestone payments made to MDA Space and SpaceX totaling $316.2 million and $33.0 million, respectively, associated with the Extended MSS Network; no payments associated with the Extended MSS Network
- Net cash used in financing activities was $16.2 million in 2025 compared to net cash provided by financing activities of $157.2 million in 2024. In February 2024 and August 2025, we received proceeds from the 2023 Funding Agreement totaling $37.7 million and $27.1 million, respectively, which was used to pay amounts owed to vendors for network purchases pursuant to the Updated Services Agreements. During 2025 and 2024, we made payments for the scheduled recoupments pursuant to the terms of the 2
- Net loss $ ( 8,651 ) $ ( 63,164 ) $ ( 24,718 ) | Adjustments to reconcile net loss to net cash provided by operating activities: | Depreciation, amortization and accretion 87,401 88,986 88,191
Eget kapital
- Consolidated statements of stockholders’ equity for the years ended December 31, 2025, 2024 and 2023 | 50
- We have audited the accompanying consolidated balance sheets of Globalstar, Inc. (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 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects,
- 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.
- Total assets $ 2,326,265 $ 1,710,237 | LIABILITIES AND STOCKHOLDERS’ EQUITY
- Stockholders’ equity: | Series A Perpetual Preferred Stock of $ 0.0001 par value; 300,000 shares authorized and 149,425 issued and outstanding at December 31, 2025 and 2024, respectively
- Retained deficit ( 2,136,797 ) ( 2,128,146 ) | Total stockholders’ equity 355,729 358,883 | Total liabilities and stockholders’ equity $ 2,326,265 $ 1,710,237
- Total stockholders’ equity 355,729 358,883 | Total liabilities and stockholders’ equity $ 2,326,265 $ 1,710,237
- GLOBALSTAR, INC. | CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY | (In thousands)
Antal aktier
- (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: Common Stock.
- ( 0.15 ) ( 0.59 ) ( 0.29 ) | Weighted-average shares outstanding: | Basic (1)
- (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: Common Stock.
- (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: Common Stock.
- 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. 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 following table sets forth the computation of basic and diluted loss per common share for the periods indicated (in thousands). 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 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
- Weighted average common shares outstanding 126,757 125,877 122,334
- 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.
Antal anställda
- In January 2026, we exercised our right under the Intellectual Property License Agreement (the “License Agreement”) with XCOM Labs, Inc. (now known as Virewirx, Inc.) (“XCOM”) to purchase intellectual property assets relating to the development and commercialization of XCOM’s technologies for wireless spectrum innovations, including XCOM RAN systems, which is XCOM’s commercially available coordinated multi-point radio system. XCOM RAN systems deliver substantial capacity gains in dense, complex,
- As of December 31, 2025, we had 477 employees in fifteen countries around the world; 25 of our employees were located in Brazil and subject to collective bargaining agreements. We consider our relationship with our employees to be good. We are an equal opportunity employer and comply with labor and employment laws in all of the countries in which we operate.
- Our compensation and benefit packages are designed to attract and retain employees and were developed using market research. We attract employees through various platforms, such as online job portals, recruiters, in-person job fairs, local universities and employee referrals. Salaries are competitive and based on job position, regional location, experience and skill set. In addition to base salary, certain employees participate in longer-term incentive programs, which include awards of stock-bas
- We also encourage training and development through Globalstar University, which is an online platform that hosts a variety of training programs ranging from leadership and management programs to technical, on the job training. Employee engagement is also important to us, and includes an interactive wellness program, corporate communications and employee surveys. Our commitment to diversity and inclusion is part of our worldwide culture, which our employees confirmed in our most recent employee s
- We focus on the health and safety of our employees. We continue to support hybrid working arrangements and accommodate flexible work schedules, as needed.
- • Failure to successfully or timely launch new satellites; | • Lack of demand for wireless communications services via satellite and terrestrial mobile broadband networks (as well as other factors that impact our business plan, including the ability to attract and retain qualified employees); | • Inadequate satellite network capacity;
- • the effectiveness of our competitors in developing and offering similar products and services; | • our ability to hire and retain qualified executives, managers, technicians and employees; and | 16
- • noncompliance with the Foreign Corrupt Practices Act ("FCPA"), UK Bribery Act, sanctions laws and export controls; | • violation by employees or suppliers in regards to our code of conduct and business ethics; | • exposure to varying legal standards in other jurisdictions, including intellectual property protection and other similar laws and regulations;
Fulltext
Dokumentet är delat för att hålla varje sida lätt att hämta. Del 1 · Del 2 · Del 3
gsat-20251231 false 2025 FY 0001366868 0.6667 0.6667 0.6667 P30D 0.6667 http://fasb.org/us-gaap/2025#AccountsPayableAndAccruedLiabilitiesCurrent http://fasb.org/us-gaap/2025#AccountsPayableAndAccruedLiabilitiesCurrent 8 4 http://fasb.org/us-gaap/2025#OtherNonoperatingIncomeExpense http://fasb.org/us-gaap/2025#OtherNonoperatingIncomeExpense 0.6667 0.6667 0.6667 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure gsat:customer gsat:satellite gsat:day 0001366868 2025-01-01 2025-12-31 0001366868 2025-06-30 0001366868 us-gaap:CommonStockMember 2026-02-20 0001366868 us-gaap:PreferredStockMember 2026-02-20 0001366868 2025-12-31 0001366868 2024-12-31 0001366868 us-gaap:SeriesAPreferredStockMember 2025-12-31 0001366868 us-gaap:SeriesAPreferredStockMember 2024-12-31 0001366868 us-gaap:CommonStockMember 2025-12-31 0001366868 us-gaap:CommonStockMember 2024-12-31 0001366868 2025-02-10 2025-02-10 0001366868 us-gaap:ServiceMember 2025-01-01 2025-12-31 0001366868 us-gaap:ServiceMember 2024-01-01 2024-12-31 0001366868 us-gaap:ServiceMember 2023-01-01 2023-12-31 0001366868 us-gaap:ProductMember 2025-01-01 2025-12-31 0001366868 us-gaap:ProductMember 2024-01-01 2024-12-31 0001366868 us-gaap:ProductMember 2023-01-01 2023-12-31 0001366868 2024-01-01 2024-12-31 0001366868 2023-01-01 2023-12-31 0001366868 us-gaap:PreferredStockMember 2022-12-31 0001366868 us-gaap:CommonStockMember 2022-12-31 0001366868 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001366868 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-12-31 0001366868 us-gaap:RetainedEarningsMember 2022-12-31 0001366868 2022-12-31 0001366868 us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001366868 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0001366868 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-01-01 2023-12-31 0001366868 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0001366868 us-gaap:PreferredStockMember 2023-12-31 0001366868 us-gaap:CommonStockMember 2023-12-31 0001366868 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001366868 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001366868 us-gaap:RetainedEarningsMember 2023-12-31 0001366868 2023-12-31 0001366868 us-gaap:CommonStockMember 2024-01-01 2024-12-31 0001366868 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-12-31 0001366868 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-01-01 2024-12-31 0001366868 us-gaap:RetainedEarningsMember 2024-01-01 2024-12-31 0001366868 us-gaap:PreferredStockMember 2024-12-31 0001366868 us-gaap:CommonStockMember 2024-12-31 0001366868 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001366868 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-12-31 0001366868 us-gaap:RetainedEarningsMember 2024-12-31 0001366868 us-gaap:CommonStockMember 2025-01-01 2025-12-31 0001366868 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-12-31 0001366868 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-01-01 2025-12-31 0001366868 us-gaap:RetainedEarningsMember 2025-01-01 2025-12-31 0001366868 us-gaap:PreferredStockMember 2025-12-31 0001366868 us-gaap:CommonStockMember 2025-12-31 0001366868 us-gaap:AdditionalPaidInCapitalMember 2025-12-31 0001366868 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-12-31 0001366868 us-gaap:RetainedEarningsMember 2025-12-31 0001366868 gsat:NonConvertible1300PercentSeniorNotesIssued2023Member 2025-12-31 0001366868 gsat:A2019FacilityAgreementMember 2025-01-01 2025-12-31 0001366868 gsat:A2019FacilityAgreementMember 2024-01-01 2024-12-31 0001366868 gsat:A2019FacilityAgreementMember 2023-01-01 2023-12-31 0001366868 us-gaap:ServiceAgreementsMember 2025-01-01 2025-12-31 0001366868 us-gaap:ServiceAgreementsMember 2024-01-01 2024-12-31 0001366868 us-gaap:ServiceAgreementsMember 2023-01-01 2023-12-31 0001366868 us-gaap:LeaseAgreementsMember 2025-01-01 2025-12-31 0001366868 us-gaap:LeaseAgreementsMember 2024-01-01 2024-12-31 0001366868 us-gaap:LeaseAgreementsMember 2023-01-01 2023-12-31 0001366868 gsat:WholesaleCapacityCustomerMember us-gaap:CustomerConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2025-01-01 2025-12-31 0001366868 gsat:WholesaleCapacityCustomerMember us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember 2025-01-01 2025-12-31 0001366868 gsat:ValueAddedResellersMember us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember 2025-01-01 2025-12-31 0001366868 gsat:ProcureGoodsPerformServicesUponPartnerSaleReceivableMember 2025-01-01 2025-12-31 0001366868 gsat:ServiceSaleReceivableMember 2025-01-01 2025-12-31 0001366868 srt:MinimumMember gsat:EquipmentSalesReceivableMember 2025-01-01 2025-12-31 0001366868 srt:MaximumMember gsat:EquipmentSalesReceivableMember 2025-01-01 2025-12-31 0001366868 gsat:SpaceComponentMember 2025-12-31 0001366868 srt:MinimumMember gsat:GroundComponentMember 2025-12-31 0001366868 srt:MaximumMember gsat:GroundComponentMember 2025-12-31 0001366868 srt:MinimumMember gsat:SoftwareFacilitiesandEquipmentMember 2025-12-31 0001366868 srt:MaximumMember gsat:SoftwareFacilitiesandEquipmentMember 2025-12-31 0001366868 us-gaap:BuildingMember 2025-12-31 0001366868 srt:MinimumMember 2025-01-01 2025-12-31 0001366868 srt:MaximumMember 2025-01-01 2025-12-31 0001366868 2025-11-30 2025-11-30 0001366868 us-gaap:ProductMember 2025-12-31 0001366868 us-gaap:ProductMember 2024-12-31 0001366868 us-gaap:ServiceMember 2025-12-31 0001366868 us-gaap:ServiceMember 2024-12-31 0001366868 us-gaap:VariableInterestEntityPrimaryBeneficiaryMember 2025-12-31 0001366868 us-gaap:VariableInterestEntityPrimaryBeneficiaryMember 2024-12-31 0001366868 gsat:GlobalstarSPEMember us-gaap:CommonClassBMember 2024-11-05 0001366868 gsat:GlobalstarSPEMember gsat:AppleIncMember 2024-11-05 2024-11-05 0001366868 gsat:GlobalstarSPEMember 2024-11-05 0001366868 gsat:GlobalstarSPEMember 2024-11-05 2024-11-05 0001366868 2024-11-05 0001366868 gsat:NonConvertible1300PercentSeniorNotesIssued2023Member 2023-12-31 0001366868 2025-10-01 2025-12-31 0001366868 2024-11-05 2024-11-05 0001366868 2025-03-31 0001366868 gsat:ServicesWholesaleCapacityMember 2025-01-01 2025-12-31 0001366868 gsat:ServicesWholesaleCapacityMember 2024-01-01 2024-12-31 0001366868 gsat:ServicesWholesaleCapacityMember 2023-01-01 2023-12-31 0001366868 gsat:CommercialLoTMember 2025-01-01 2025-12-31 0001366868 gsat:CommercialLoTMember 2024-01-01 2024-12-31 0001366868 gsat:CommercialLoTMember 2023-01-01 2023-12-31 0001366868 gsat:ServicesSPOTMember 2025-01-01 2025-12-31 0001366868 gsat:ServicesSPOTMember 2024-01-01 2024-12-31 0001366868 gsat:ServicesSPOTMember 2023-01-01 2023-12-31 0001366868 gsat:ServicesDuplexMember 2025-01-01 2025-12-31 0001366868 gsat:ServicesDuplexMember 2024-01-01 2024-12-31 0001366868 gsat:ServicesDuplexMember 2023-01-01 2023-12-31 0001366868 gsat:ServicesOtherMember 2025-01-01 2025-12-31 0001366868 gsat:ServicesOtherMember 2024-01-01 2024-12-31 0001366868 gsat:ServicesOtherMember 2023-01-01 2023-12-31 0001366868 us-gaap:ServiceMember country:US 2025-01-01 2025-12-31 0001366868 us-gaap:ServiceMember country:US 2024-01-01 2024-12-31 0001366868 us-gaap:ServiceMember country:US 2023-01-01 2023-12-31 0001366868 us-gaap:ServiceMember country:CA 2025-01-01 2025-12-31 0001366868 us-gaap:ServiceMember country:CA 2024-01-01 2024-12-31 0001366868 us-gaap:ServiceMember country:CA 2023-01-01 2023-12-31 0001366868 us-gaap:ServiceMember srt:EuropeMember 2025-01-01 2025-12-31 0001366868 us-gaap:ServiceMember srt:EuropeMember 2024-01-01 2024-12-31 0001366868 us-gaap:ServiceMember srt:EuropeMember 2023-01-01 2023-12-31 0001366868 us-gaap:ServiceMember srt:LatinAmericaMember 2025-01-01 2025-12-31 0001366868 us-gaap:ServiceMember srt:LatinAmericaMember 2024-01-01 2024-12-31 0001366868 us-gaap:ServiceMember srt:LatinAmericaMember 2023-01-01 2023-12-31 0001366868 us-gaap:ServiceMember gsat:OtherCountriesMember 2025-01-01 2025-12-31 0001366868 us-gaap:ServiceMember gsat:OtherCountriesMember 2024-01-01 2024-12-31 0001366868 us-gaap:ServiceMember gsat:OtherCountriesMember 2023-01-01 2023-12-31 0001366868 us-gaap:ProductMember country:US 2025-01-01 2025-12-31 0001366868 us-gaap:ProductMember country:US 2024-01-01 2024-12-31 0001366868 us-gaap:ProductMember country:US 2023-01-01 2023-12-31 0001366868 us-gaap:ProductMember country:CA 2025-01-01 2025-12-31 0001366868 us-gaap:ProductMember country:CA 2024-01-01 2024-12-31 0001366868 us-gaap:ProductMember country:CA 2023-01-01 2023-12-31 0001366868 us-gaap:ProductMember srt:EuropeMember 2025-01-01 2025-12-31 0001366868 us-gaap:ProductMember srt:EuropeMember 2024-01-01 2024-12-31 0001366868 us-gaap:ProductMember srt:EuropeMember 2023-01-01 2023-12-31 0001366868 us-gaap:ProductMember srt:LatinAmericaMember 2025-01-01 2025-12-31 0001366868 us-gaap:ProductMember srt:LatinAmericaMember 2024-01-01 2024-12-31 0001366868 us-gaap:ProductMember srt:LatinAmericaMember 2023-01-01 2023-12-31 0001366868 us-gaap:ProductMember gsat:OtherCountriesMember 2025-01-01 2025-12-31 0001366868 us-gaap:ProductMember gsat:OtherCountriesMember 2024-01-01 2024-12-31 0001366868 us-gaap:ProductMember gsat:OtherCountriesMember 2023-01-01 2023-12-31 0001366868 gsat:ServicesSubscriberDrivenMember 2025-12-31 0001366868 gsat:ServicesSubscriberDrivenMember 2024-12-31 0001366868 gsat:ServicesWholesaleCapacityMember 2025-12-31 0001366868 gsat:ServicesWholesaleCapacityMember 2024-12-31 0001366868 gsat:SatellitesMember 2025-12-31 0001366868 gsat:ServicesSubscriberDrivenMember 2025-01-01 2025-12-31 0001366868 gsat:ServicesSubscriberDrivenMember 2024-01-01 2024-12-31 0001366868 gsat:ServicesWholesaleCapacityMember gsat:A2021And2023FundingAgreementMember 2025-12-31 0001366868 gsat:ServicesWholesaleCapacityMember gsat:A2021And2023FundingAgreementMember 2024-12-31 0001366868 gsat:ServicesWholesaleCapacityMember gsat:GroundComponentMember 2025-12-31 0001366868 gsat:ServicesWholesaleCapacityMember gsat:GroundComponentMember 2024-12-31 0001366868 gsat:ServicesWholesaleCapacityMember gsat:Phase1ServiceFeeServiceRelatedOperatingExpensesAndCapitalExpendituresMember 2025-12-31 0001366868 gsat:ServicesWholesaleCapacityMember gsat:Phase1ServiceFeeServiceRelatedOperatingExpensesAndCapitalExpendituresMember 2024-12-31 0001366868 gsat:ServicesWholesaleCapacityMember gsat:ExtendedMSSNetworkMember 2025-12-31 0001366868 gsat:ServicesWholesaleCapacityMember gsat:ExtendedMSSNetworkMember 2024-12-31 0001366868 gsat:UpdatedServiceAgreementMember 2025-12-31 0001366868 gsat:UpdatedServiceAgreementMember 2024-12-31 0001366868 gsat:ServicesWholesaleCapacityMember gsat:SpaceComponentMember 2025-12-31 0001366868 gsat:ServicesWholesaleCapacityMember gsat:SpaceComponentMember 2024-12-31 0001366868 2022-11-30 0001366868 gsat:SpaceComponentMember 2024-12-31 0001366868 gsat:GroundComponentMember 2025-12-31 0001366868 gsat:GroundComponentMember 2024-12-31 0001366868 us-gaap:ConstructionInProgressMember gsat:SpaceComponentMember 2025-12-31 0001366868 us-gaap:ConstructionInProgressMember gsat:SpaceComponentMember 2024-12-31 0001366868 us-gaap:ConstructionInProgressMember gsat:GroundComponentMember 2025-12-31 0001366868 us-gaap:ConstructionInProgressMember gsat:GroundComponentMember 2024-12-31 0001366868 us-gaap:ConstructionInProgressMember us-gaap:PropertyPlantAndEquipmentOtherTypesMember 2025-12-31 0001366868 us-gaap:ConstructionInProgressMember us-gaap:PropertyPlantAndEquipmentOtherTypesMember 2024-12-31 0001366868 gsat:GlobalStarSystemMember 2025-12-31 0001366868 gsat:GlobalStarSystemMember 2024-12-31 0001366868 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2025-12-31 0001366868 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2024-12-31 0001366868 us-gaap:EquipmentMember 2025-12-31 0001366868 us-gaap:EquipmentMember 2024-12-31 0001366868 us-gaap:LandAndBuildingMember 2025-12-31 0001366868 us-gaap:LandAndBuildingMember 2024-12-31 0001366868 us-gaap:LeaseholdImprovementsMember 2025-12-31 0001366868 us-gaap:LeaseholdImprovementsMember 2024-12-31 0001366868 2025-01-01 2025-03-31 0001366868 us-gaap:PropertyPlantAndEquipmentMember gsat:SatelliteProcurementAgreementMember 2025-12-31 0001366868 us-gaap:PropertyPlantAndEquipmentMember gsat:LaunchServicesAgreementMember 2025-12-31 0001366868 us-gaap:PropertyPlantAndEquipmentMember gsat:ExtendedMSSNetworkAgreementMDAMember 2025-12-31 0001366868 us-gaap:PropertyPlantAndEquipmentMember gsat:ExtendedMSSNetworkAgreementSpaceXMember 2025-12-31 0001366868 srt:NorthAmericaMember 2025-12-31 0001366868 srt:NorthAmericaMember 2024-12-31 0001366868 gsat:CentralAndSouthAmericaMember 2025-12-31 0001366868 gsat:CentralAndSouthAmericaMember 2024-12-31 0001366868 srt:AfricaMember 2025-12-31 0001366868 srt:AfricaMember 2024-12-31 0001366868 srt:AsiaPacificMember 2025-12-31 0001366868 srt:AsiaPacificMember 2024-12-31 0001366868 srt:EuropeMember 2025-12-31 0001366868 srt:EuropeMember 2024-12-31 0001366868 us-gaap:DevelopedTechnologyRightsMember 2025-12-31 0001366868 us-gaap:DevelopedTechnologyRightsMember 2024-12-31 0001366868 gsat:RegulatoryAuthorizationsMember 2025-12-31 0001366868 gsat:RegulatoryAuthorizationsMember 2024-12-31 0001366868 us-gaap:TrademarksAndTradeNamesMember 2025-12-31 0001366868 us-gaap:TrademarksAndTradeNamesMember 2024-12-31 0001366868 gsat:DevelopedTechnologyAssetsInProgressMember 2025-12-31 0001366868 gsat:DevelopedTechnologyAssetsInProgressMember 2024-12-31 0001366868 us-gaap:OtherIntangibleAssetsMember 2025-12-31 0001366868 us-gaap:OtherIntangibleAssetsMember 2024-12-31 0001366868 gsat:CurrentDebtRepaymentMember 2025-12-31 0001366868 gsat:CurrentDebtRepaymentMember 2024-12-31 0001366868 gsat:A2023FundingAgreementMember 2025-12-31 0001366868 gsat:A2023FundingAgreementMember 2024-12-31 0001366868 gsat:A2021FundingAgreementMember 2025-12-31 0001366868 gsat:A2021FundingAgreementMember 2024-12-31 0001366868 gsat:A2023FundingAgreementMember 2023-01-01 2023-12-31 0001366868 gsat:A2023FundingAgreementMember 2025-01-01 2025-12-31 0001366868 gsat:A2023FundingAgreementMember us-gaap:AccountsPayableAndAccruedLiabilitiesMember 2025-12-31 0001366868 gsat:A2023FundingAgreementMember us-gaap:OtherNoncurrentLiabilitiesMember 2025-12-31 0001366868 gsat:A2023FundingAgreementMember 2023-02-28 0001366868 gsat:A2021FundingAgreementMember 2021-12-31 0001366868 gsat:A2021FundingAgreementMember 2025-01-01 2025-12-31 0001366868 us-gaap:SeriesAPreferredStockMember 2022-12-31 0001366868 us-gaap:SeriesAPreferredStockMember 2022-01-01 2022-12-31 0001366868 us-gaap:SeriesAPreferredStockMember 2025-01-01 2025-12-31 0001366868 gsat:CurrentDebtRepaymentMember 2025-12-31 0001366868 gsat:CurrentDebtRepaymentMember 2024-12-31 0001366868 gsat:CurrentDebtRepaymentMember srt:MaximumMember us-gaap:MeasurementInputDiscountRateMember 2025-12-31 0001366868 gsat:CurrentDebtRepaymentMember srt:MaximumMember us-gaap:MeasurementInputDiscountRateMember 2024-12-31 0001366868 gsat:CurrentDebtRepaymentMember 2025-01-01 2025-12-31 0001366868 gsat:CurrentDebtRepaymentMember 2024-01-01 2024-12-31 0001366868 gsat:A2023FundingAgreementMember us-gaap:MeasurementInputDiscountRateMember 2025-12-31 0001366868 srt:MinimumMember 2022-02-01 2022-02-28 0001366868 srt:MaximumMember 2022-02-01 2022-02-28 0001366868 gsat:SatellitesMember 2022-02-28 0001366868 gsat:MacdonaldDettwilerAndAssociatesMember 2022-02-01 2022-02-28 0001366868 srt:MinimumMember 2025-02-01 2025-02-28 0001366868 gsat:SatellitesMember 2025-02-28 0001366868 gsat:ThirdPartyAntennaAndOtherEquipmentMember gsat:SatelliteAndGroundComponentsMember 2025-12-31 0001366868 2022-02-01 2022-02-28 0001366868 gsat:ExtendedMSSNetworkMember 2025-12-31 0001366868 gsat:ExtendedMSSNetworkMember gsat:SatelliteAndGroundComponentsMember 2025-12-31 0001366868 us-gaap:InventoriesMember 2025-12-31 0001366868 gsat:ThermoCapitalPartnersLlcMember us-gaap:RelatedPartyMember 2025-12-31 0001366868 gsat:ThermoCapitalPartnersLlcMember us-gaap:RelatedPartyMember 2024-12-31 0001366868 gsat:ThermoCapitalPartnersLlcMember us-gaap:RelatedPartyMember 2025-01-01 2025-12-31 0001366868 gsat:ThermoCapitalPartnersLlcMember us-gaap:RelatedPartyMember 2024-01-01 2024-12-31 0001366868 gsat:ThermoCapitalPartnersLlcMember us-gaap:RelatedPartyMember 2023-01-01 2023-12-31 0001366868 us-gaap:RelatedPartyMember gsat:A2019FacilityAgreementMember gsat:ThermoCapitalPartnersLlcMember 2019-11-30 0001366868 us-gaap:SeriesAPreferredStockMember us-gaap:RelatedPartyMember 2025-01-01 2025-12-31 0001366868 us-gaap:RelatedPartyMember 2022-09-01 2022-09-30 0001366868 gsat:ThermoCapitalPartnersLlcMember us-gaap:RelatedPartyMember 2022-09-01 2022-09-30 0001366868 gsat:ThermoCapitalPartnersLlcMember us-gaap:RelatedPartyMember 2025-12-31 0001366868 gsat:CommonStockWarrantVestingUponEffectivenessOfGuarantyMember gsat:ThermoCapitalPartnersLlcMember us-gaap:RelatedPartyMember 2025-12-31 0001366868 gsat:CommonStockWarrantVestingUponAdvancesAchievementMember gsat:ThermoCapitalPartnersLlcMember us-gaap:RelatedPartyMember 2025-12-31 0001366868 gsat:CommonStockWarrantVestingUponAdvancesAchievementMember us-gaap:EstimateOfFairValueFairValueDisclosureMember gsat:ThermoCapitalPartnersLlcMember us-gaap:RelatedPartyMember 2025-12-31 0001366868 gsat:ThermoCapitalPartnersLlcMember us-gaap:RelatedPartyMember 2025-01-01 2025-12-31 0001366868 gsat:ThermoCapitalPartnersLlcMember 2025-01-01 2025-12-31 0001366868 gsat:XCOMLabsIncMember gsat:ReverseStockSplitMember 2023-08-01 2023-08-31 0001366868 gsat:XCOMLabsIncMember 2023-08-01 2023-08-31 0001366868 gsat:XCOMLabsIncMember gsat:CommonStockRestrictedMember gsat:ReverseStockSplitMember 2023-08-01 2023-08-31 0001366868 gsat:XCOMLabsIncMember gsat:SupportServicesAgreementMember gsat:ReverseStockSplitMember 2023-08-01 2023-08-31 0001366868 gsat:XCOMLabsIncMember gsat:SupportServicesAgreementMember gsat:ReverseStockSplitMember 2024-06-01 2024-06-30 0001366868 gsat:XCOMLabsIncMember gsat:SupportServicesAgreementMember gsat:ReverseStockSplitMember 2024-06-01 2024-06-30 0001366868 gsat:XCOMLabsIncMember gsat:SupportServicesAgreementMember gsat:ReverseStockSplitMember 2025-03-01 2025-03-31 0001366868 gsat:SupportServicesAgreementMember 2025-03-31 0001366868 gsat:PriorTo2025Member 2025-01-01 2025-12-31 0001366868 stpr:CA 2025-01-01 2025-12-31 0001366868 us-gaap:StateAndLocalTaxJurisdictionOtherMember 2025-01-01 2025-12-31 0001366868 country:CA 2025-01-01 2025-12-31 0001366868 us-gaap:ForeignTaxJurisdictionOtherMember 2025-01-01 2025-12-31 0001366868 us-gaap:StateAndLocalJurisdictionMember 2025-01-01 2025-12-31 0001366868 gsat:CanadianProvincialMember 2025-01-01 2025-12-31 0001366868 country:BR 2025-01-01 2025-12-31 0001366868 country:IE 2025-01-01 2025-12-31 0001366868 country:MX 2025-01-01 2025-12-31 0001366868 country:US 2025-01-01 2025-12-31 0001366868 country:CA 2025-12-31 0001366868 country:US 2025-12-31 0001366868 us-gaap:SeriesAPreferredStockMember 2024-01-01 2024-12-31 0001366868 us-gaap:SeriesAPreferredStockMember 2023-01-01 2023-12-31 0001366868 gsat:ReverseStockSplitMember 2025-12-31 0001366868 us-gaap:WarrantMember gsat:ReverseStockSplitMember 2023-01-01 2023-12-31 0001366868 gsat:ThermoCapitalPartnersLlcMember us-gaap:RelatedPartyMember 2023-12-31 0001366868 gsat:PerformanceBasedRestrictedStockMember 2025-01-01 2025-12-31 0001366868 gsat:PerformanceBasedRestrictedStockMember 2025-12-31 0001366868 us-gaap:RestrictedStockMember 2025-01-01 2025-12-31 0001366868 srt:MaximumMember us-gaap:RestrictedStockMember 2025-01-01 2025-12-31 0001366868 us-gaap:RestrictedStockMember 2024-01-01 2024-12-31 0001366868 us-gaap:RestrictedStockMember 2023-01-01 2023-12-31 0001366868 us-gaap:RestrictedStockMember 2024-12-31 0001366868 us-gaap:RestrictedStockMember 2025-12-31 0001366868 gsat:PerformanceBasedRestrictedStockMember 2024-12-31 0001366868 gsat:PerformanceBasedRestrictedStockMember 2024-01-01 2024-12-31 0001366868 gsat:PerformanceBasedRestrictedStockMember 2023-01-01 2023-12-31 0001366868 gsat:PerformanceBasedRestrictedStockMember 2025-03-31 0001366868 gsat:PerformanceBasedRestrictedStockMember 2025-05-31 0001366868 gsat:PerformanceBasedRestrictedStockMember 2025-03-01 2025-03-31 0001366868 gsat:PerformanceBasedRestrictedStockMember 2025-05-01 2025-05-31 0001366868 gsat:MarketConditionedPerformanceBasedRestrictedStockMember 2025-03-01 2025-03-31 0001366868 gsat:MarketConditionedPerformanceBasedRestrictedStockMember 2025-05-01 2025-05-31 0001366868 gsat:PerformanceConditionedPerformanceBasedRestrictedStockMember 2025-01-01 2025-12-31 0001366868 gsat:PerformanceConditionedPerformanceBasedRestrictedStockMember 2025-12-31 0001366868 2025-02-10 0001366868 2025-02-11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31 , 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
Commission File Number 001-33117
GLOBALSTAR, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 41-2116508
(State or Other Jurisdiction of
Incorporation or Organization) (I.R.S. Employer
Identification No.)
1351 Holiday Square Blvd.
Covington , Louisiana 70433
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code ( 985 ) 335-1500
Securities registered pursuant to section 12(b) of the Act:
Title of each class Trading Symbol Name of exchange on which registered
Common Stock, par value $0.0001 per share GSAT The Nasdaq Stock Market LLC
Securities registered pursuant to section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Yes ☒ No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The aggregate market value of the registrant's common stock held by non-affiliates at June 30, 2025, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $ 1.1 billion.
As of February 20, 2026, 128,554,348 shares of voting common stock were outstanding and 149,425 shares of preferred stock were outstanding. Unless the context otherwise requires, references to common stock in this Report mean the Registrant's voting common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the 2026 Annual Meeting of Stockholders are incorporated by reference in Part III of this Report.
FORM 10-K
For the Fiscal Year Ended December 31, 2025
TABLE OF CONTENTS
Page
PART I
Item 1. Business 3
Item 1A. Risk Factors 13
Item 1B. Unresolved Staff Comments 29
Item 1C.
Cybersecurity
30
Item 2. Properties 30
Item 3. Legal Proceedings 31
Item 4. Mine Safety Disclosures 31
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 31
Item 6. [Reserved] 32
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 32
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 42
Item 8. Financial Statements and Supplementary Data 43
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 88
Item 9A. Controls and Procedures 88
Item 9B. Other Information 89
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 89
PART III
Item 10. Directors, Executive Officers and Corporate Governance 89
Item 11. Executive Compensation 89
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 89
Item 13. Certain Relationships and Related Transactions, and Director Independence 89
Item 14. Principal Accountant Fees and Services 90
PART IV
Item 15. Exhibits and Financial Statement Schedules 91
Item 16. Form 10-K Summary 92
Signatures 95
2
PART I
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
Certain statements contained in or incorporated by reference into this Annual Report on Form 10-K (this "Report"), other than purely historical information, including, but not limited to, estimates, projections, statements relating to our business plans, objectives and expected operating results, our anticipated financial resources, our expectations about the future operational performance of our satellites (including their projected operational lives) and the completion, delivery and launch of new satellites, our expectations regarding the outcomes of regulatory and licensing proceedings, the expected growth prospects of our existing customers and the markets that we serve, and the assumptions upon which those statements are based, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words "believe," "might," "could," "project," "expect," "anticipate," "estimate," "intend," "strategy," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. We caution readers that forward-looking statements are not guarantees of future performance and actual results may differ materially from those anticipated, expected, projected or assumed in the forward-looking statements.
Important factors that may cause our actual results to differ materially from those anticipated in forward-looking statements, include, but are not limited to, our ability to meet our obligations and attain the anticipated benefits under the Updated Services Agreements (as defined herein), our ability to retain existing customers, including the Customer (as defined herein), the operational performance and orbital lives of our satellites, including damage to, failure of, or disruptions or other problems at our satellites or associated ground facilities and network operations control centers, our ability to successfully or timely launch satellites, changes in our operating plans or corporate strategies, commercial acceptance of and demand for our products and services, our ability to adequately anticipate our satellite capacity needs and maintain sufficient satellite capacity to meet current and increased demand (including the impact of delays in the completion, delivery or launch of new satellites), our ability to exploit and respond to technological innovation, including integrating licensed technology into our products and services and developing, acquiring, maintaining and protecting information and intellectual property rights, our ability to effectively compete in the markets in which we operate, geopolitical and economic conditions and risks associated with doing business on a global basis, including in developing markets, the availability of equipment, component parts and other materials used in our business operations, the reliance on key suppliers, our ability to raise capital on reasonable terms, our ability to manage costs, our ability to develop and expand our business (including our ability to maintain, expand and monetize our spectrum rights), our compliance with and interpretation of laws and regulations (including tax laws and regulations), including those related to the use of our spectrum, our ability to comply with the restrictive covenants of our financing arrangements and limitations on our ability to incur additional indebtedness, any cyber-related attacks and other security breaches, our ability to obtain and maintain adequate insurance coverages, volatility of spectrum values, changes in tax rates and the results of tax examinations, litigation or investigations, regulatory restrictions, liabilities or penalties, reduction of spectrum authority, additional spectrum sharing agreements, or revocation, modification or non-renewal of necessary licenses, the opportunities for strategic business transactions and the effects of consolidation in our industry on us and our competitors, business interruptions due to natural disasters and unexpected events, volatility in the trading price of our common stock and other factors described in Item 1A. Risk Factors of this Report and as may be further updated by subsequent filings with the U.S. Securities and Exchange Commission. Further, new risk factors emerge from time to time, and it is not possible for us to predict all risk factors, nor can we accurately assess the ultimate impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We undertake no obligation to update any of our forward-looking statements after the date of this Report to reflect actual results, future events or circumstances, or changes in our assumptions, business plans or other changes.
Item 1. Business
Mobile Satellite Services Business
Through its global satellite network, Globalstar, Inc. (“we,” “us” 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. We offer these services over our network of in-orbit satellites and ground stations (“gateways”) pursuant to our spectrum licenses, which we refer to collectively as the Globalstar System. In addition to supporting Internet of Things ("IoT") data transmissions in a variety of applications, we provide reliable connectivity in areas not served or underserved by terrestrial wireless and wireline networks and in circumstances where terrestrial networks are not operational due to natural or man-made disasters. By providing global mobile satellite communications services, we aim to meet our customers' increasing desire for connectivity.
3
Business Strategy
Our competitive advantages are leveraged through our ability to deliver communications products and services, wholesale satellite capacity services, government services, and terrestrial spectrum and network solutions. These core competencies are outlined below.
Communications Products and Services
We currently provide the following communications products and services to our MSS subscribers:
• data transmissions using a mobile or fixed device that transmits the location of the devices and other information to a central monitoring station, including our commercial IoT products ("Commercial IoT");
• communication and data transmissions using our SPOT family of mobile devices that transmit messages and the location of the device ("SPOT"); and
• voice communication and data transmissions ("Duplex").
We compete aggressively on price and strive to differentiate the products and solutions that we offer to our customers. As technological advancements are made, we continue to explore opportunities to develop new products and provide new services over the Globalstar System to meet the needs of our existing and prospective customers. In October 2025, we released the RM200M two-way module, designed to integrate into IoT and industrial solutions. Our current initiatives are focused in part on further investment and development of Commercial IoT-enabled devices, including a two-way reference design module and finished products with satellite only and multimode capabilities.
Wholesale Satellite Capacity Services
Wholesale satellite capacity services include satellite network access and related services over the Globalstar System.
We provide certain services to Apple Inc. (the "Customer") pursuant to a service agreement and certain related ancillary agreements (collectively, the "Service Agreements"). In October 2024, we agreed to make certain amendments to the Service Agreements and entered into other related agreements with the Customer (the Service Agreements, as amended, collectively, the "Updated Services Agreements") to deliver expanded services over a new MSS network, including a new satellite constellation, expanded ground infrastructure, and increased global MSS licensing (collectively the "Extended MSS Network"). The Updated Services Agreements generally require us to allocate network capacity to support the services we provide to the Customer and for the Customer to enable Band 53/n53 for use in cellular-enabled devices designated by the Customer for use with our services. For additional information about the Updated Services Agreements, see Note 2: Special Purpose Entity to our Consolidated Financial Statements.
As consideration for the services provided by us to the Customer under the Updated Services Agreements, payments to us include a fixed service fee, fees 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 related criteria.
We retain 15% of our current and future network capacity to support our other customers, including our existing and future Commercial IoT, SPOT and Duplex subscribers. We believe that this capacity can support a substantial increase in our own subscriber base. This retained satellite capacity can be used by us directly or through additional wholesale customer opportunities.
Government Services
We have an exclusive partnership with Parsons Corporation, a governmental services company, to utilize the Globalstar System to provide an innovative solution design to enhance resilience against disrupted communication pathways. We also provide engineering services to assist certain governmental and other customers in developing new applications to operate on our network and to enhance our ground network. These services include hardware and software designs to develop specific applications operating over our satellite network, as well as the installation of gateways and antennas.
Terrestrial Spectrum and Network Solutions
We have terrestrial licenses in 12 countries resulting in approximately 12.0 billion MHz-POPs (megahertz of our terrestrial spectrum authority in each country multiplied by a total population of approximately 1.0 billion over the covered area) as of December 31, 2025. Prospective spectrum partners, including cable companies, wireless carriers, system integrators, utilities and other infrastructure operators, are able to benefit from access to uniform and increasingly “borderless” spectrum working
4
across geographies. We believe our portfolio of terrestrial spectrum represents a substantial opportunity for us. The Updated Services Agreements significantly enhanced the device ecosystem for Band 53/n53 by enabling access to our terrestrial spectrum band in certain of the Customer's devices.
In January 2026, we exercised our right under the Intellectual Property License Agreement (the “License Agreement”) with XCOM Labs, Inc. (now known as Virewirx, Inc.) (“XCOM”) to purchase intellectual property assets relating to the development and commercialization of XCOM’s technologies for wireless spectrum innovations, including XCOM RAN systems, which is XCOM’s commercially available coordinated multi-point radio system. XCOM RAN systems deliver substantial capacity gains in dense, complex, challenging wireless environments in sub 7 GHz spectrum. We also now own XCOM’s peer-to-peer connectivity technologies that could have applications across cellular and satellite devices. Certain former XCOM employees, who developed these technologies are employed by Globalstar and continuing to further commercialize the technology. We believe bringing together Globalstar’s terrestrial spectrum and relationships with leading partners around the world with XCOM’s differentiated technology creates a significant opportunity to deliver private networks for mission-critical needs of customers.
Terrestrial spectrum and network solutions revenue is included in "Government and Other Services" within the service revenue category of our results of operations.
Globalstar System
Our constellation of Low Earth Orbit ("LEO") satellites is designed to maximize the probability that at least one satellite is visible from any point on the Earth's surface between the latitudes 70° north and 70° south. Our goal is to provide service levels and call or message success rates equal to or better than our MSS competitors, so our products and services are attractive to potential customers.
In 2022, we entered into a satellite procurement agreement with Macdonald, Dettwiler and Associates Corporation ("MDA Space") pursuant to which we expect to acquire 17 satellites to replace our HIBLEO-4 U.S.-licensed system. In August 2024, the Federal Communications Commission (the "FCC") Space Bureau granted our application to replace our HIBLEO-4 U.S.-licensed system with up to 26 satellites and operate them under a renewed 15-year license term to provide long-term continuity of our MSS. The technical specifications and design of these replacement satellites are similar to our current satellites. We currently expect delivery of the 17 replacement satellites during 2026, with the first set expected in early 2026 and the second set in mid-2026. These replacement satellites are expected to complement our existing second-generation constellation to ensure continuous service delivery. In February 2025, we entered into another agreement with MDA Space pursuant to which we expect to acquire more than 50 third-generation C-3 System (defined below) satellites related to the Extended MSS Network.
In each of August 2023 and June 2025, we entered into a Launch Services Agreement with Space Exploration Technologies Corp. (“SpaceX”) and certain related ancillary agreements (collectively, the “Launch Services Agreements”), providing for two launches of the replacement satellites that we are acquiring pursuant to the 2022 satellite procurement agreement with MDA Space. We currently expect to complete both launches during 2026 with the first launch, consisting of eight replacement satellites, anticipated during the first half of 2026, and the launch of the second set of replacement satellites anticipated during the second half of 2026. In October 2024, we entered into agreements with SpaceX for the launch of the new C-3 System third-generation satellites to support the Extended MSS Network.
Our satellites communicate with our global network of gateways, each of which serves an area of up to 1,000,000 square miles. Each gateway consists of multiple 6-meter tracking antennas, spaced at least 50 meters apart with associated electronics and other infrastructure. A gateway must be within line-of-sight of a satellite and the satellite must be within line-of-sight of the subscriber to provide services. We locate our gateways to maximize coverage over most of the Earth's land and human population and provide redundancy in the unlikely event that a tracking antenna or gateway is offline for any reason. We continue to evaluate and, as deemed necessary, expand our global network of gateways to meet market demand and optimize coverage and service quality. We have announced plans to expand our ground network to support the Extended MSS Network with construction underway at critical sites around the globe. We continue to progress our infrastructure expansion with construction underway at most sites around the globe, including certain sites in North America, Asia and Europe where construction is complete. This global expansion initiative is expected to include approximately 90 new antennas across 35 ground stations in 25 countries.
Each of our gateways has multiple antennas that communicate with our satellites and pass communications seamlessly between antenna beams and satellites as the satellites traverse the gateways, thereby reflecting the signals from our users' terminals to our gateways. Once a satellite acquires a signal from an end-user, the Globalstar System authenticates the user and establishes the voice or data channel to complete the call to a device connected to the public switched telephone network
5
(“PSTN”), a cellular or another wireless network or the internet for data communications including Commercial IoT communication services.
We believe that the design of the Globalstar System enables faster and more cost-effective maintenance and upgrades because the software and much of the hardware are located on the ground and thus readily accessible. Our multiple gateways allow us to reconfigure the Globalstar System quickly to extend another gateway's coverage to make up for lost coverage from a disabled gateway or to increase capacity resulting from surges in demand.
Our ground network includes our ground equipment, which uses technology permitting communication to multiple satellites. The architecture of the Globalstar System provides full frequency re-use. This maximizes satellite diversity (which maximizes quality) and network capacity as we can reuse the assigned spectrum in every satellite beam in every satellite. In addition, we have developed a proprietary technology for our SPOT and Commercial IoT communication services.
Customers
We provide services to customers in each area of our business, including communications products and services, wholesale satellite capacity services, government services, and terrestrial spectrum and network solutions.
We enable direct-to-cellular connectivity over the Globalstar System to the Customer under the Updated Services Agreements through a wholesale capacity arrangement. For the years ended December 31, 2025, 2024 and 2023, the Customer under the Updated Services Agreements was responsible for 63%, 58%, and 49%, respectively, of our total revenue. No other customer was responsible for more than 10% of our revenue during these years. The loss of the Customer may have an adverse impact on our financial condition, results of operations and cash flows. See Item 1A. Risk Factors, “ Revenue under the Updated Services Agreements constitutes a majority of our current revenue, and there is no assurance that we will receive the revenue expected under the Updated Services Agreements. ” for further discussion.
As of December 31, 2025, we had approximately 791,000 MSS subscribers worldwide. Our subscriber count only includes our MSS subscribers who have an active Globalstar service contract. For our subscriber driven revenue, the specialized needs of our global customers span many industries. The Globalstar System is able to offer our customers cost-effective communications solutions completely independent of cellular coverage. Although traditional users of wireless telephony and broadband data services have access to such services in developed locations, our MSS customers often operate, travel and/or live in remote regions or regions with under-developed telecommunications infrastructure where such services are not readily available or are not provided on a reliable basis.
Communications Products and Services
Commercial IoT Transmission Products
Satellite IoT connectivity has become more critical to a growing number of sectors and use cases. We provide both one-way and two-way data services from an IoT device over the Globalstar System that can be used to track and monitor assets. Our subscribers use our Commercial IoT devices for a host of applications, including to track assets, such as: cargo containers and rail cars, and to monitor utility meters and oil and gas assets. At the heart of our Commercial IoT services is a demodulator and radio-frequency interface, called an appliqué, which is located at a gateway and an application server in our facilities. The appliqué-equipped gateways provide coverage over vast areas of the globe. The small size of the IoT devices makes them attractive for use in tracking asset shipments, monitoring unattended remote assets, trailer tracking and mobile security. Our recently launched two-way data services have capabilities that include tracking as well as command, control and acknowledgment message types. We provide Commercial IoT services to customers operating in a variety of industries, primarily government, transportation, construction, agriculture and forestry. Current customers include various governmental agencies, such as the Federal Emergency Management Agency, U.S. Army, U.S. Air Force, National Oceanic and Atmospheric Administration, U.S. Forest Service and U.K. Ministry of Defence, as well as other organizations, such as BP, Shell and The Salvation Army.
We designed our Commercial IoT services to address demand in the market for a small and cost-effective solution for sending data, such as geographic coordinates, from assets or individuals in remote locations to a central monitoring station. Customers realize an efficiency advantage from tracking assets on a single global system as compared to several regional systems.
Satellite Transmitter Modules and Chips
6
We offer small satellite transmitter modules, such as the STX-3, ST-150 and ST100, and chips, such as our proprietary ASIC, which enable products that integrate our modules to access our network. We have sales arrangements with major resellers to market our Commercial IoT services, including some value-added resellers that integrate our modules into their proprietary solutions designed to meet certain specialized niche market applications. The STX-3 provides additional opportunities to integrate satellite connectivity into products used for vehicle and asset tracking, remote data reporting and other data log reporting that have limited size requirements. Affordable pricing, low power consumption and small size make the STX-3 a highly efficient module ready for integration in a wide variety of applications. The ST-150 is a satellite modem module that can be quickly and effectively integrated into technology to develop unlimited applications for a range of markets. Also available in a development kit, the ST-150 helps value-added resellers to integrate the modem into their products. The ST100 is a small, lightweight and low power IoT board with embedded antennas. The ST100 offers a customizable approach to new Commercial IoT product innovations and can be used by simply adding power, a mechanical enclosure and configuring the settings within the device firmware. The low cost, size, weight and power consumption of the ST100 make it ideal for animal tracking, among other applications. For more advanced technical requirements, third parties can write their own firmware on the ST100 and utilize Bluetooth® wireless technology and the serial connector to expand the use of the board and integrate it with other devices or hardware. The ASIC provides a single chip one-way solution that can be embedded in a customer's own solution.
SmartOne Asset Managers
We also offer complete products that utilize the STX-3 transmitter module and our ASIC chip. Our Commercial IoT units, including the enterprise-grade SmartOne family of asset-ready tracking units, are used worldwide by industrial, commercial and government customers. These products provide cost-effective, low-power, ultra-reliable, secure monitoring that help solve a variety of security applications and asset tracking challenges. Partnering with existing third party technology providers, we are developing Commercial IoT products to connect existing and new users and accelerate deployment of expanded Globalstar Commercial IoT product offerings.
We also offer SmartOne Solar™, which is solar-powered and supports similar functionality to our SmartOne suite of products without the need to recharge batteries or line power the device over an expected life of up to ten years. These features will result in a longer field life than existing devices. The SmartOne Solar™ also has unparalleled safety and environmental certifications including ATEX, IECEx, North America (NEC & CEC), IP68/69K, and HERO.
Two-Way Satellite Transmit/Receive Modules
We offer an innovative platform for advanced telematics and command/control, embodied by our leading RM200M module. The RM200M module, launched in October 2025, is a globally certified two-way satellite IoT module that employs a single-stack chip design to provide seamless and reliable connectivity with advanced capabilities to track and monitor data. Our application enablement platform eases customer onboarding and product integration by providing built-in application modules, libraries, and manufacturing support to allow customers faster product development using the RM200M module.
Future Developments
We are currently developing a two-way Commercial IoT finished product to complement the recently launched RM200M. Both the RM200M and the finished product are designed to provide the fundamentals to effectively pursue sales opportunities with carriers, enterprises, large resellers, system integrators, and other customers looking to extend their business models with satellite connectivity.
Product Distribution
The reseller channel for Commercial IoT equipment and service is comprised primarily of value-added resellers and commercial communications equipment companies that retain and bill clients directly, outside of our billing system. Many of our resellers specialize in niche vertical markets where high-use customers are concentrated. We expect that demand for our Commercial IoT products and services will increase as more applications are developed and deployed that utilize our technology.
SPOT Consumer Retail Products
The SPOT product family has been used to initiate thousands of rescues since its launch in 2007. SPOT products deliver affordable and reliable satellite-based connectivity and real-time GPS tracking to its users, completely independent of cellular coverage.
7
We currently sell SPOT Gen4 TM , SPOT X ® and SPOT Trace ® products. SPOT Gen4 TM products enable subscribers to transmit predefined messages to a specific preprogrammed email address, phone or data device, including requests for assistance and “SOS” messages in the event of an emergency. SPOT X ® products are two-way SPOT devices with keyboard functionality allowing subscribers to send and receive SMS messages. SPOT X ® products connect to a smartphone via Bluetooth® wireless technology through the SPOT X ® app to send and receive satellite messages, including SOS messages. SPOT Trace ® products are cost-effective, anti-theft and asset-tracking devices that notify owners via email or text anytime movement is detected, using 100% satellite technology to provide location-based messaging and emergency notification for on or off the grid communications. We are currently developing a new two-way SPOT product, which is currently expected to launch in late 2026.
We target our SPOT devices to recreational and commercial markets that require personal tracking, emergency location and messaging solutions that operate beyond the reach of terrestrial wireless and wireline coverage. Using our network and web-based mapping software, these devices provide subscribers with the ability to trace a path geographically or map the location of individuals or equipment. SPOT products and services are available through our product distribution channels and our direct e-commerce website. We are a vertically-integrated MSS provider and this integration results in decreased pre-production costs, greater quality assurance and shorter time to market for our retail consumer products.
Product Distribution
We distribute and sell our SPOT products through a variety of distribution channels. We have distribution relationships with a number of "Big Box" retailers, including Amazon, Bass Pro Shops, Cabela's, REI, Sportsman's Warehouse, Academy and West Marine, and other similar distribution channels. We also sell SPOT products and services directly using our existing sales force and through our direct e-commerce website, www.findmespot.com.
Duplex Two-Way Voice and Data Products
Mobile Voice and Data Satellite Communications Services and Equipment
We provide mobile voice and data services to a variety of commercial, government and individual customers for remote business continuity, recreational usage, safety, emergency preparedness and response and other applications. We offer our services for use only with equipment designed to work on our network. Subscribers typically pay an initial activation fee, a usage fee for a fixed or unlimited number of minutes, and fees for additional services such as voicemail, call forwarding, short messaging, email, data compression and internet access. We regularly monitor our service offerings and rate plans in accordance with customer demands and market changes and offer pricing plans such as bundled minutes, annual plans and unlimited plans. We no longer manufacture and sell Duplex devices in favor of other use cases for the Globalstar System.
Spectrum and Regulatory Structure
We benefit from a worldwide allocation of radio frequency spectrum in the international radio frequency tables administered by the International Telecommunications Union (“ITU”). Access to this globally harmonized spectrum enables us to design satellites, networks and terrestrial infrastructure enhancements more cost effectively because the products and services supported by the ITU can be deployed and sold worldwide. In addition, this broad spectrum allocation enhances our ability to capitalize on existing and emerging wireless and broadband applications.
We believe our MSS spectrum position provides potential for harmonized terrestrial authority across many international regulatory domains and have received and continue to seek approvals in various international jurisdictions.
Satellite Network
Globalstar has been authorized to operate a LEO MSS system for over 30 years. In the United States and its territories, the FCC has authorized us to operate our HIBLEO-4 system between 1610-1618.725 MHz (L-Band) for “Uplink” communications from user terminals to our satellites and between 2483.5-2500 MHz (S-Band) for “Downlink” communications from our satellites to user terminals. The FCC has also authorized us to operate our domestic gateways with our first-generation satellites and we also obtained all authorizations necessary from the FCC to operate our domestic gateways with our second-generation satellites in the 5091-5250 and 6875-7055 MHz bands (C-Band). In 2024, the FCC Space Bureau issued an order granting our application to replenish our HIBLEO-4 U.S.-licensed system with up to 26 additional replacement satellites and operate them under a renewed fifteen-year license term to provide long-term MSS.
8
We licensed and registered our second-generation HIBLEO-X satellites in France. Our HIBLEO-X satellites, launched between 2010 and 2013, are licensed to operate frequency assignments between 1610-1621.35 MHz (L-Band) for “Uplink” communications from user terminals to our satellites and between 2483.5-2500 MHz (S-Band) for “Downlink” communications from our satellites to user terminals. France also authorized Globalstar’s in-orbit operation of the HIBLEO-X satellites. In accordance with our authorization to operate the HIBLEO-X, or second-generation, satellites, we established a satellite operations control center in France. We have redundant satellite operation control facilities in Covington, Louisiana and Toulouse, France. In 2020, France renewed our authorization to provide MSS and operate the gateway in Aussaguel, France for an additional 10-year term.
We have acquired the operational rights to the AST-NG-C-3 system filing made by the Republic of France with the ITU. This filing will enable us to commercialize our third-generation MSS network (the "C-3 System") to support the Services (as defined herein) provided over the Extended MSS Network. We have applied to the French government to secure the necessary authorizations to launch and operate the C-3 System. We are also pursuing market access approvals from multiple countries, including the United States. In February 2025, we filed a petition with the FCC requesting U.S. market access for the C-3 System. The FCC Space Bureau has accepted our petition for filing and published it for public comment.
Terrestrial Authority for Globalstar's Licensed 2.4 GHz Spectrum
We are authorized to provide terrestrial broadband services over 11.5 MHz of our licensed MSS spectrum at 2483.5 to 2495 MHz (S-Band) throughout the United States and its territories. The Third Generation Partnership Project (“3GPP”), an organization that produces technical specifications and reports for 3GPP technologies, has designated the 11.5 MHz terrestrial band as Band 53 with the 5G variant of our Band 53, known as n53 (collectively "Band 53/n53").
We own key XCOM intellectual property assets, including a number of XCOM’s novel technologies for wireless spectrum innovations, such as XCOM RAN, XCOM’s commercially available coordinated multipoint radio system. XCOM technologies deliver substantial capacity gains and other benefits in dense, complex, challenging wireless environments in sub 7 GHz spectrum, including Band n53. We also own XCOM’s peer-to-peer connectivity technologies that could have applications across cellular and satellite devices.
Industry
The emergence of satellite to cellular technology (direct-to-cellular) has increased the number of satellite providers working in collaboration with mobile communications providers to offer wholesale capacity services similar to ours that extend smart phone messaging capability.
We compete in the MSS sector of the global communications industry. MSS operators provide voice and data services using a network of one or more satellites and associated ground facilities. MSS are usually complementary to other forms of terrestrial communications services and infrastructure and are intended to allow for connectivity beyond the reach of cellular. Customers typically use MSS voice and data communications in situations where existing terrestrial wireline and wireless communications networks are impaired or do not exist or where they prefer to operate on a single system across terrestrial territories.
Government organizations, military, natural disaster aid associations, event-driven response agencies and corporate security teams across the world depend on mobile and fixed voice and data communications services on a regular basis. Businesses with global operations require communications services when operating in remote locations. MSS users span the forestry, maritime, government, oil and gas, mining, leisure, emergency services, construction and transportation sectors, among others.
Over the past two decades, the global MSS market has experienced significant growth. Increasingly, better-tailored, improved technology products and services are creating new channels of demand. Growth in demand for MSS is driven by the declining cost of these services, the diminishing size and lower cost of the devices, as well as heightened demand by governments, businesses and individuals for ubiquitous global voice and data coverage. Growth in mobile satellite data services is driven by the rollout of new applications requiring higher bandwidth, as well as low-cost data collection and asset-tracking devices and technological improvements permitting integration of MSS over smartphones and other Wi-Fi enabled devices.
9
Communications industry sectors that are relevant to our business include:
• MSS, which provide customers with connectivity to mobile and fixed devices using a network of satellites and ground facilities;
• fixed satellite services, which use geostationary satellites to provide customers with voice and broadband communications links between fixed points on the earth's surface; and
• terrestrial services, which use a terrestrial network to provide wireless or wireline connectivity and are complementary to satellite services.
Within the major satellite sectors, fixed and MSS operators differ significantly from each other. Fixed satellite services providers, such as Intelsat Ltd., Eutelsat Communications and SES S.A., and aperture terminal companies, such as Hughes and Gilat Satellite Networks, are characterized by large, often stationary or "fixed," ground terminals that send and receive high-bandwidth signals to and from the satellite network for video and high speed data customers and international telephone markets. On the other hand, MSS providers, such as Globalstar, Viasat, Inc. ("Viasat") (which acquired Inmarsat PLC (“Inmarsat”)), Iridium Communications Inc. (“Iridium”), and ORBCOMM, focus more on voice and/or data services (including data services which track the location of remote assets such as shipping containers), where mobility or small-sized terminals are essential. As MSS terminals begin to offer higher bandwidth to support a wider range of applications, we expect MSS operators will increasingly compete with fixed satellite services operators. There are also multiple new systems that have recently launched as well as systems that are expected to launch over the coming years. Newer systems, including both MSS and fixed-satellite services that have launched include SpaceX’s Starlink, Amazon Leo and AST SpaceMobile, among others. These systems are currently providing a host of services, including consumer broadband, government and direct-to-cellular with the growth of their service offerings expected to materially increase over the coming years.
LEO systems reduce transmission delay compared to a geosynchronous system due to the shorter distance signals have to travel. In addition, LEO systems are less prone to signal blockage and, consequently, we believe provide a better overall quality of MSS.
We are also a provider of licensed wireless spectrum for use in terrestrial networks. As more and more devices are connected wirelessly and as their applications increase in bandwidth intensity, more terrestrial spectrum is required. In the United States, there are a number of other current licensed spectrum providers, including Anterix, Nextwave and TerraStar, as well as various other licensed spectrum holders. We also provide an alternative to unlicensed spectrum used with Wi-Fi or lightly licensed spectrum like CBRS.
Each spectrum band is unique due to its propagation or ecosystem development; accordingly, some bands suit needs that others may not. Our spectrum band offers partners an international resource that has a robust and growing ecosystem.
Competition
The global communications industry is highly competitive. We currently face substantial competition from other service providers that offer a range of mobile and fixed communications options similar to ours.
Our direct-to-cellular service faces competition from newly announced service providers, including SpaceX's Starlink and a number of new market entrants. While we believe that our service is currently the most robust service providing direct-to-cellular satellite capabilities across multiple regions, other satellite service providers are providing or marketing similar satellite services.
Our most direct competition in our MSS business comes from other global MSS providers. Our largest global competitors are Viasat, Iridium and ORBCOMM. We compete primarily on the basis of coverage, quality, portability and pricing of services and products. In recent years, advancements in technology have also encouraged non-traditional companies to enter the market.
Viasat operates its owned and leased satellites. Viasat provides communications technologies and services to enterprises, consumers, military and government users. During 2023, Viasat completed the acquisition of Inmarsat, which owned and operated a fleet of geostationary satellites. Due to its multiple-satellite geostationary system, Inmarsat's coverage area extended to and covered most bodies of water more completely than our system. Accordingly, Inmarsat (through Viasat) is the leading provider of satellite communications services to the maritime sector.
Iridium owns and operates a fleet of LEO satellites. Iridium provides MSS voice and data communications to businesses, the United States government as well as foreign governments, non-governmental organizations and consumers. Iridium markets products and services that are similar to those marketed by us. Additionally, Garmin's inReach devices provide two-way
10
tracking with SOS capabilities; Honeywell Global Tracking has a personal tracking unit that enables a smartphone with satellite tracking and messaging capabilities; and Somewear has a satellite hotspot; all of which work on Iridium's satellite network.
ORBCOMM owns and operates a fleet of LEO satellites. ORBCOMM primarily provides asset tracking, monitoring and control solutions for its customers in the Commercial IoT market, which directly compete with our Commercial IoT products and services.
We compete with regional MSS in several markets. In these cases, our competitors serve customers who require regional, not global, mobile voice and data services, so our competitors present a viable alternative to our MSS in certain markets. All of these competitors operate geostationary satellites. Our principal regional MSS competitor in the Middle East and Africa is Thuraya.
Our SPOT products compete indirectly with Personal Locator Beacons (“PLBs”). A variety of manufacturers offer PLBs to industry specifications.
Our industry has significant barriers to entry, including the cost and difficulty associated with obtaining spectrum licenses and successfully building and launching a satellite and ground network. In addition to cost, there is a significant amount of lead-time associated with obtaining the required licenses, designing and building the satellite constellation and synchronizing the network technology.
For terrestrial spectrum opportunities, our primary competition is other licensed and unlicensed terrestrial spectrum alternatives and, to a lesser extent, lightly licensed terrestrial bands. Anterix, a licensed spectrum holder, is also a successful competitor for use cases that require low data over longer distances primarily for utilities. We may be able to address certain of these use cases with spectrum provided by our satellite network. As the terrestrial spectrum industry continues to change, recent terrestrial spectrum sales, such as between EchoStar and SpaceX and EchoStar and AT&T, may increase the current competitive landscape for products and services.
Refer to Item 1A. Risk Factors - "Risks Related to Government Regulations" for further discussion of our competitive landscape.
Governmental Regulations
Please refer to Item 1A. Risk Factors - "Risks Related to Government Regulations" for further discussion of the impact of governmental regulations on our business.
United States International Traffic in Arms Regulations and United States Export Administration Regulations
The United States International Traffic in Arms regulations under the United States Arms Export Control Act authorize the President of the United States to control the export and import of articles and services that can be used in the production of arms. The President has delegated this authority to the U.S. Department of State, Directorate of Defense Trade Controls. United States Export Administration Regulations enforced by the United States Bureau of Industry and Security, as well as regulations enforced by the United States Office of Foreign Assets Control regulate the export of certain products, services, and associated technical data. Among other things, these regulations limit the ability to export certain articles and related technical data to certain nations. Some information involved in the performance of our operations falls within the scope of these regulations. As a result, we may have to obtain an export authorization or restrict access to that information by international companies that are our vendors or service providers. We have received and expect to continue to receive export licenses for covered articles and technical data shared with approved parties outside the United States. We also are subject to restrictions related to transactions with persons subject to United States or foreign sanctions. These regulations, enforced by the United States Office of Foreign Assets Control, limit our ability to offer services and equipment to certain parties or in certain areas.
Environmental Matters
We are subject to various laws and regulations relating to the protection of the environment and human health and safety (including those governing the management, storage and disposal of hazardous materials). Some of our operations require continuous power supply. As a result, current and historical operations at our ground facilities, including our gateways, include storing fuels and batteries, which may contain hazardous material and power back-up generators. As an owner or operator of property and in connection with our current and historical operations, we could incur significant costs, including cleanup costs, fines, sanctions and third-party claims, as a result of violations of or in connection with liabilities under environmental laws and regulations.
11
Foreign Operations
We supply services and products to a number of foreign customers. Although most of our sales are denominated in U.S. dollars, we are exposed to currency risk for sales in Canada, Europe, Brazil and various other countries. In 2025, approximately 13% of our sales were generated in foreign countries, which generally are denominated in local currencies. See Note 3: Revenue to our Consolidated Financial Statements for additional information regarding revenue by country. For more information about our exposure to risks related to foreign locations, see Item 1A. Risk Factors - " We face special risks by doing business in international markets and developing markets, including currency and expropriation risks, which could increase our costs or reduce our revenues in these areas."
Intellectual Property
We hold various U.S. and foreign patents and patents pending, including those acquired from XCOM. These patents cover many aspects of our satellite system, our global network, our user terminals and XCOM technologies. In recent years, we have reduced our foreign filings and decided to allow some previously granted foreign patents to lapse based on (a) the relative significance of the patent, (b) our assessment of the likelihood that someone would infringe in the foreign country, and (c) the probability that we could or would enforce the patent in light of the expense of filing and maintaining the foreign patent which, in some countries, is quite substantial. We continue to maintain all of the patents in the United States, Canada and Europe that we believe are important to our business. Our intellectual property is pledged as security for our obligations under the Funding Agreements and 2024 Prepayment Agreement (as defined below).
Human Capital
As of December 31, 2025, we had 477 employees in fifteen countries around the world; 25 of our employees were located in Brazil and subject to collective bargaining agreements. We consider our relationship with our employees to be good. We are an equal opportunity employer and comply with labor and employment laws in all of the countries in which we operate.
Our compensation and benefit packages are designed to attract and retain employees and were developed using market research. We attract employees through various platforms, such as online job portals, recruiters, in-person job fairs, local universities and employee referrals. Salaries are competitive and based on job position, regional location, experience and skill set. In addition to base salary, certain employees participate in longer-term incentive programs, which include awards of stock-based compensation. Our benefits packages include, but are not limited to, health insurance, a retirement plan, an employee stock purchase plan, flexible spending accounts, life and accidental injury insurance, long- and short-term disability, and paid time off for holidays, vacation, personal choice holidays, sick time and parental leave.
We also encourage training and development through Globalstar University, which is an online platform that hosts a variety of training programs ranging from leadership and management programs to technical, on the job training. Employee engagement is also important to us, and includes an interactive wellness program, corporate communications and employee surveys. Our commitment to diversity and inclusion is part of our worldwide culture, which our employees confirmed in our most recent employee survey as "Diversity and Inclusion" continues to be one of the highest rated culture categories.
We focus on the health and safety of our employees. We continue to support hybrid working arrangements and accommodate flexible work schedules, as needed.
Seasonality
Usage on the Globalstar System and subscriber device sales are subject to seasonal and situational changes. April through October are typically our peak months for usage-based MSS service revenues and equipment sales. We also experience event-driven revenue fluctuations in our business. Most notably, emergencies, natural disasters and other sizable projects where satellite-based communications devices are the only solution may generate an increase in revenue. In the consumer area, SPOT devices sales are influenced by outdoor and leisure activity opportunities, as well as our holiday promotions.
Services and Equipment
Sales of services accounted for approximately 94%, 95% and 91% of our total revenues for 2025, 2024, and 2023, respectively. We also currently sell related data equipment to our Commercial IoT and SPOT customers, which accounted for approximately 6%, 5% and 9% of our total revenues for 2025, 2024, and 2023, respectively.
12
Additional Information
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). The SEC maintains an internet site that contains annual, quarterly and current reports, proxy and information statements and other information that issuers (including Globalstar) file electronically with the SEC. Our electronic SEC filings are available to the public at the SEC's internet site, www.sec.gov .
We make available free of charge financial information, news releases, SEC filings, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports on our website at www.globalstar.com as soon as reasonably practical after we electronically file such material with, or furnish it to, the SEC. The documents available on, and the contents of, our website are not incorporated by reference into this Report.
Item 1A. Risk Factors
Investing in our securities involves a high degree of risk and uncertainties. You should carefully consider the risks described below, as well as all of the information in this Report, including but not limited to Item 1. “Business”, Item 1C. “Cybersecurity”, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” and Item 3. “Legal Proceedings", and our other filings with the SEC, in evaluating and understanding us and our business. If any of the following risks occur, they may have a material adverse impact on our business, financial condition, stock price, results of operations, reputation, prospects, costs or liabilities and you could lose part or all of your investment. The summary and risks that follow are organized under headings as determined to be most applicable, but such risks also may be relevant to other headings. Additional risks not presently known or that we currently deem immaterial or general risks that apply to all companies operating in the U.S. and globally, which may emerge or become material, may also impact our business and the risks identified in this Report may adversely affect our business in ways we do not currently anticipate. See "Cautionary Statement About Forward-Looking Statements" at the beginning of this Report.
Risk Factor Summary
Our business is subject to numerous risks and uncertainties, including, but not limited to, the following:
Risks Related to Our Business
• Ability to meet our obligations and attain anticipated benefits under the Updated Services Agreements (which constitutes a substantial portion of our current revenue);
• Disruptions to our ground facilities;
• Shorter than expected orbital lives of our satellites;
• Damage to or failure of our satellites;
• Operational performance of our satellite network;
• Failure to successfully or timely launch new satellites;
• Lack of demand for wireless communications services via satellite and terrestrial mobile broadband networks (as well as other factors that impact our business plan, including the ability to attract and retain qualified employees);
• Inadequate satellite network capacity;
• Ability to service, upgrade and replace our equipment for technological changes;
• Ability to effectively compete;
• Global macro-economic and political conditions;
• Availability and costs of equipment, component parts and other materials;
• Reliance on key suppliers;
• Ability to raise adequate capital on reasonable terms;
• Failure to develop, acquire, maintain and protect proprietary information and intellectual property rights;
• Operational risks inherent in doing business in international and developing markets;
• Less flexibility due to our financing arrangements and ability to comply with related restrictive covenants;
• Vulnerability to cyber-attacks and other security breaches;
• Ability to obtain and maintain adequate insurance coverages;
• Volatility of spectrum values;
• Changes in tax rates or adverse results of tax examinations;
• Trade credit risk;
• Litigation and investigations; and
• Health and safety risks relating to wireless devices' radio frequency emissions.
Risks Related to Government Regulations
13
• Compliance with extensive government regulatory framework across jurisdictions and potential changes in such laws and regulations;
• Exposure to trade and other regulatory restrictions, liabilities and penalties in various jurisdictions;
• Ability to maintain and expand our spectrum rights and reliance on third parties to monetize;
• Reduction of spectrum allocation or mandatory additional spectrum sharing agreements;
• Revocation, modification or non-renewal of licenses;
• Changes in international trade regulations; and
• Changes in and interpretation of data privacy laws.
Risks Related to Our Common Stock
• Restriction on ability to pay dividends;
• Limited trading market and market price volatility for our common stock;
• Future dilution through issuances of our common stock;
• Future issuances of preferred stock or debt securities with rights superior to our common stock;
• Interests of our controlling stockholder; and
• Impact of anti-takeover provisions in our charter documents and under Delaware law.
Risks Related to Our Business
Revenue under the Updated Services Agreements constitutes a majority of our current revenue, and there is no assurance that we will receive the revenue expected under the Updated Services Agreements.
Consideration received under the Updated Services Agreements constituted approximately 63% of our revenue for the year ended December 31, 2025. The Updated Services Agreements impose a number of substantial obligations on us, provide for certain of our fees to be payable only upon satisfaction of the conditions therein and are terminable by the Customer at any time upon advance notice or force majeure event, or by either party upon the occurrence of certain events of default. It is possible that we may fail to meet these obligations, that the conditions to the payment of such fees may not be satisfied, that the Customer's products that employ the services rendered will not succeed or that the Updated Services Agreements may be terminated. If any of these events were to occur, we would not receive the revenue we currently expect to receive under the Updated Services Agreements, which may adversely affect our business and results of operations. Further, the Updated Services Agreements do not prevent the Customer from allowing their devices to use another network provider's satellite services, which could also negatively impact our revenues that we currently expect to receive under the Updated Services Agreements.
If we experience disruptions with respect to our gateways or operations centers, we may not be able to provide service to our customers.
Our satellite network traffic is supported by our gateways located around the globe. We operate our satellite constellation from our ground and space operations control centers (referred to as Network Operations Control Centers) at three locations (France, Texas and Louisiana) to provide geo-redundancy and ongoing coverage. Our gateway facilities are subject to the risk of significant malfunctions or catastrophic loss due to unanticipated events, such as natural disasters, extreme weather events or terrorist attack, and could be difficult to replace or repair and could require substantial lead-time to do so. In North America, we have implemented contingency coverage which allows neighboring gateways to provide services in the event of a gateway failure. Material changes in the operation of these facilities may be subject to prior FCC approval, and the FCC might not give such approval or may subject the approval to other conditions that could be unfavorable to our business. Our gateways and operations centers may also experience service shutdowns or periods of reduced service as a result of equipment failure, delays in deliveries of material, equipment or component parts, regulatory issues or routine system testing, any of which may impede our ability to provide service to our customers, which could have a material impact on our business results and business reputation.
The actual orbital lives of our satellites may be shorter than we anticipate, and we may be required to reduce available capacity on our satellite network.
Although our second-generation satellites are expected to provide commercial service over a 15-year design life, we can provide no assurance as to whether any or all of them will continue in operation for their full design life. A number of factors will affect the actual commercial service lives of each satellite, including:
• the amount of propellant used in maintaining the satellite's orbital location or relocating the satellite to a new orbital location;
• the durability and quality of its construction;
14
• the performance of its components;
• hazards and conditions in space such as solar flares and space debris;
• operational failures and other anomalies; and
• changes in technology which may make all or a portion of our satellite fleet obsolete.
From time to time, our satellites have become partially or completely inoperable, especially as they have approached the end of their estimated useful lives. In the past, we have been able to address these events by reconfiguring our satellites to provide continued service to our customers. We can provide no assurance, however, that we would be able to successfully reconfigure our satellites or network if we were to experience the failure of multiple satellites.
It is also possible that the total available payload capacity of a satellite may need to be reduced prior to the satellite reaching its end-of-orbital life. A reduction in the orbital life of any of our satellites could result in a reduction of revenue, the recognition of an impairment loss and an acceleration of capital expenditures, as well as reputational harm. The potential impact on our revenue from a reduction in the orbital life of one or more satellites may vary depending on the satellite's orbital location as well as the type of device and service a customer is using. If a satellite fails prior to the end of its estimated useful life, we would record an impairment charge in our statement of operations equal to the satellite's remaining net book value, which would depress our net income (or increase our net loss) for the period in which the failure occurs. For example, during the first quarter of 2025, we recorded a loss on disposal of assets of $7.0 million on our consolidated statements of operations. This loss reflected the net book value of one of the our second-generation satellites that experienced a power control anomaly which rendered the satellite inoperable.
Our satellites are exposed to a wide and unique range of risks, including collisions with space debris and other LEO satellites, natural disasters and other extreme space weather events, all of which could adversely affect the performance of our constellation.
Our ability to maneuver our satellites to avoid potential collisions with space debris is limited by, among other factors, uncertainties and inaccuracies in the projected orbit location of, and predicted conjunctions with, debris objects tracked and cataloged by the U.S. government. Some space debris is too small to be tracked; therefore, its orbital location is completely unknown. Debris that cannot be tracked can still be large enough to potentially cause severe damage to or failure of one of our satellites should a collision occur. If our satellites experience collisions with space debris, our service could be impaired. Any such collision could potentially expose us to significant losses. Additionally, over the past few years, the increase in LEO constellations has resulted in a higher volume of satellites in orbit. More LEO satellites in orbit could increase the risk of potential collision.
Space weather, including coronal mass ejections and solar flares, have the potential to impact the performance of our in-orbit satellites. If we experience operational disruptions due to a space weather event, we may be unable to provide service to our customers in the affected area, either temporarily or indefinitely. Additionally, there are inherent dangers and risk associated with our satellite operations, including the risk of equipment damage caused by increased radiation and any such failures or service disruptions could harm our business and results of operations.
The implementation of our business plan and our ability to generate income from operations assume we are able to maintain a satellite network capable of providing commercially acceptable levels of coverage and service quality, which are contingent on a number of factors, many of which are out of our control.
Our products and services are subject to the risks inherent in relying on a large-scale, complex telecommunications system employing advanced technology. Any disruption to our satellites, services, information systems or telecommunications infrastructure could result in degrading or disrupting services to our customers for an indeterminate period of time. These customers may include government agencies conducting mission-critical work throughout the world, as well as consumers and businesses located in remote areas of the world and operating under harsh environmental conditions where traditional telecommunication services may not be readily available.
Satellites utilize highly complex technology and operate in the harsh environment of space and therefore are subject to significant operational risks while in orbit. Our satellites may experience temporary outages or otherwise may not be fully functioning at any given time. There are some remote tools we use to remedy certain types of problems affecting the performance of our satellites, but the physical repair of satellites in space is not feasible. We do not insure our second-generation satellites against in-orbit failures after an initial period of six months, whether the failures are caused by internal or external factors. In-orbit failure may result from various causes, including component failure, solar array failures, telemetry transmitter failures, loss of power or fuel, inability to control positioning of the satellite, solar or other astronomical events, including solar radiation, wind and flares, and collision with space debris or other satellites. Additionally, human operators may
15
execute improper implementation commands that may negatively impact a satellite's performance. These failures are commonly referred to as anomalies. Some of our satellites have had anomalies (like malfunctions) in the past and may have anomalies in the future, for reasons described above or arising from the failure of other systems or components, and intrasatellite redundancy may not be available upon the occurrence of any anomalies. For example, during the first quarter of 2025 one of our second-generation satellites experienced a power control anomaly, rendering the satellite inoperable. There can be no assurance that, in these cases, it will be possible to restore normal operations, especially without an in-orbit spare available. Where service cannot be restored, the failure could cause the satellite to have less capacity available for service, to suffer performance degradation or to cease operating prematurely. Any disruption to service or extended periods of reduced capacity could cause loss of customers or revenue, litigation, unexpected costs, reputational harm or failure to attract customers.
We may not be able to successfully or timely launch satellites, including due to construction and delivery delays, to support the Phase 2 Service Period or Services provided over the Extended MSS Network under the Updated Services Agreements.
Delays in the delivery or launch of new satellites could negatively impact our future operations and financial results, including the obligations under the Updated Services Agreements, which could result in a decrease in expected revenue or termination. For example, as a result of delivery delays of the replacement satellites to support the Phase 2 Service Period, we were unable to timely launch the first set of replacement satellites that we are acquiring pursuant to the 2022 satellite procurement agreement with MDA Space. We are working to establish an updated launch window for the first set of replacement satellites and expect the launch of such satellites to occur in the first half of 2026; however, we may not be able to do so timely, if at all. Refer to Note 10: Commitments and Contingencies to our Consolidated Financial Statements and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations and Commitments for further discussion.
When we launch satellites, we may experience launch or deployment failures, which subject us to additional risks and losses. Satellites are particularly vulnerable to loss and malfunction at the time they are launched and deployed into orbit, and some of our competitors have experienced catastrophic losses of substantial numbers of satellites in connection with launch and deployment. While we may obtain launch insurance to mitigate the risk of such a loss, such insurance would not cover all our economic losses if we experienced such an event, and there would be a substantial delay before we could obtain satellites to replace any we lost. Accordingly, a loss of a significant number of our new satellites at launch or deployment could adversely affect our ability to continue to provide satellite services and may cause us to lose opportunities to use our constellation to provide new or expanded services.
The implementation of our business plan depends on increased demand for wireless communications services via satellite and terrestrial mobile broadband networks, both for existing and new services and products.
We plan to introduce new products and services that work over our network as well as terrestrial mobile broadband services. However, demand for wireless communication services may not grow, or may decrease, either generally or in particular geographic markets, for particular types of services or products or during particular time periods. A lack of demand could impair our ability to sell our services or products, could exert downward pressure on prices, or both. This, in turn, could decrease our revenue and profitability and adversely affect our ability to increase our revenue and profitability over time.
The success of our business plan will depend on a number of factors, including but not limited to:
• our ability to maintain the health, capacity and control of our satellites, and expand our network to meet demand;
• our ability to maintain the health of our ground network and expand to support the network;
• our ability to realize the expected benefits from the XCOM transaction or realize a satisfactory return on our investment in the XCOM assets or increase our revenue;
• our ability to introduce new products and services that meet current and projected market demand, including adequately differentiating our products and services from competing products and services like direct-to-cellular;
• our ability to retain current customers and attract new customers, including through exploiting our existing and future spectrum authority both in the United States and internationally;
• our ability to control the costs of developing an integrated network providing related products and services, as well as our future terrestrial mobile broadband services;
• our ability to market successfully, and the level of market acceptance and demand for our products and services;
• our ability to maintain and expand innovative network management techniques to permit mobile devices to transition between satellite and terrestrial modes;
• the cost and availability of user equipment that operates on our network;
• the effectiveness of our competitors in developing and offering similar products and services;
• our ability to hire and retain qualified executives, managers, technicians and employees; and
16
• our ability to provide attractive service offerings at competitive prices to our target markets.
Our business will be negatively impacted if we fail to adequately anticipate our satellite capacity needs or are unable to obtain satellite network capacity.
In February 2022, we entered into a satellite procurement agreement with MDA Space pursuant to which we expect to acquire at least 17 and up to 26 satellites that will replace our HIBLEO-4 U.S.-licensed system and provide long-term continuity of our MSS. As noted above, the delivery of the replacement satellites has been delayed. In February 2025, we entered into another agreement with MDA Space pursuant to which we expect to acquire more than 50 third-generation satellites related to the Extended MSS Network. We are acquiring the satellites to provide continuous satellite services and meet our obligations under the Updated Services Agreements, as well as to provide services to our current and future customers. We may not have sufficient satellite capacity available to meet demand, and we may not be able to quickly or easily adjust our capacity to any increases in demand. In addition, satellites represent a significant capital expenditure, and, notwithstanding our Funding Agreements and the Infrastructure Prepayment, we may not have the necessary capital available or be able to raise additional capital to fund such capital expenditures. See our risk factors below regarding our ability to fund all our capital expenditures and raise additional capital. Our business could be adversely affected if we are not able to anticipate or adapt to consumer demands for satellite capacity.
Rapid and significant technological changes in the satellite communications industry and our ability to service, upgrade and replace our equipment when needed may impair our competitive position and require us to make significant capital expenditures.
The space and communications industries are subject to rapid advances and innovations in technology. New technology could render our system obsolete or less competitive by satisfying consumer demand in more attractive ways or through the introduction of incompatible standards. Particular technological developments that could adversely affect us include the deployment by our competitors of new satellites with greater power, flexibility, efficiency or capabilities, as well as continuing improvements in terrestrial wireless technologies. We must continue to keep up with technological changes to remain competitive. Customer acceptance of the services and products that we offer will continually be affected by the technology in our offerings relative to competitors. New technologies may be protected by patents and therefore may not be available to us.
Some of the hardware and software we use in operating our gateways are significantly customized and tailored to meet our requirements and specifications and could be difficult and expensive to service, upgrade or replace. Although we maintain inventories of some spare parts, it nonetheless may be difficult, expensive or impossible to obtain replacement parts for our hardware due to a limited number of parts being manufactured to our requirements and specifications. In addition, our business plan contemplates updating or replacing some of the hardware and software in our network as technology advances, but the complexity of our requirements and specifications may present us with technical and operational challenges that complicate or otherwise make it expensive or infeasible to carry out such upgrades and replacements. If we are not able to suitably service, upgrade or replace our equipment, it could harm our ability to provide our services and generate revenue.
We face intense competition in all of our markets, which could result in a loss of customers, lower revenues and difficulty entering new markets.
We face competition from a wide range of competitors. Many of these companies have greater resources, more name recognition and newer technologies than we do.
Satellite-based Competitors
There are other MSS operators providing services similar to ours on a global or regional basis: Iridium, Thuraya, Viasat (through its acquisition of Inmarsat) and ORBCOMM Inc. The provision of satellite-based products and services is subject to downward price pressure when capacity exceeds demand, including when new competitors enter the marketplace. We also face competition with respect to network coverage and market share in specialized industries, such as maritime and governmental.
Our direct-to-cellular service provided pursuant to the Updated Services Agreements faces competition from other satellite service providers that are expected to provide similar satellite services. For instance, SpaceX has launched its Starlink constellation and has announced a partnership with a major U.S. wireless network operator to provide direct-to-cellular service. Other satellite providers have established partnerships and network capabilities to offer additional service alternatives, which could further increase competition and pricing pressures.
17
Additionally, other providers of satellite-based products could introduce their own products similar to our MSS products, which may materially adversely affect our business plan and sales volume. In addition, we may face competition from new competitors or new technologies. Many companies target the same customers, and we may not be able to successfully retain our existing customers or attract new customers.
Terrestrial Competitors
In addition to our satellite-based competitors, terrestrial wireless data service providers are continuing to expand into rural and remote areas, particularly in less developed countries. Industry consolidation could adversely affect us by increasing the scale or scope of our competitors and thereby make it more difficult for us to compete for customers for our services. For example, recent spectrum transactions, such as between EchoStar and SpaceX and EchoStar and AT&T, may increase competition for our current and future products and services. We could lose market share and revenue for such products as a result of increasing competition from land-based communication service providers.
Although satellite communications services and ground-based communications services differ, the two compete in similar markets with similar services. Consumers may perceive cellular communication products and services as cheaper and more convenient than satellite-based products and services.
Terrestrial Broadband Network Competitors and Other Spectrum Owners
We also expect to compete with a number of other satellite companies that plan to develop terrestrial networks that utilize their MSS spectrum. For instance, DISH Network received FCC approval in 2012 to offer terrestrial wireless services over the MSS spectrum that previously belonged to TerreStar and ICO Global. Competitors could deploy terrestrial mobile broadband networks before we do, could combine with existing terrestrial networks that provide them with greater financial or operational flexibility than we have, or could offer wireless services, including mobile broadband services, that customers prefer over ours.
In the United States, our terrestrial spectrum efforts will also compete with other terrestrial spectrum holders including Anterix, Nextwave and holders of CBRS licenses. Further, the government may unlock new spectrum bands which could result in additional competition.
Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition.
Our results of operations are materially affected by economic and political conditions in the United States and internationally, including inflation, deflation, interest rates, tariffs, recession, availability of capital, energy and commodity prices, trade laws and the effects of governmental initiatives to manage economic conditions. Such impacts may affect us or our current or potential customers, including delaying or decreasing our customers' spending on our products and services, creating an inability of our customers to pay us for our products and services or increasing our costs of services or equipment, any of which may adversely affect our earnings and cash flows. In addition, deterioration of conditions in worldwide credit markets could limit our ability to obtain financing to fund our operations and capital expenditures. See our risk factor below regarding our ability to raise capital.
Certain geopolitical tensions and global conflicts could have an adverse impact on our current operations and financial performance. Such conflicts may lead to market or network disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions for equipment.
Lack of availability and increased costs of equipment, component parts, and other materials required to operate our business could delay or adversely impact our operations.
We rely upon the availability of equipment, component parts and other materials from the electronics industry and other suppliers. The electronics industry is subject to occasional shortages in availability of such materials depending on fluctuations in supply and demand. Industry shortages may result in delayed shipments of such materials, or increased prices (including due to tariffs), or both. As a consequence, elements of our operation which use materials from the electronics industry, such as our retail products, gateways and satellites, could be subject to disruptions, cost increases (including due to tariffs) or both. Disruptions in the global supply chain and unfavorable changes in trade policies (including increased tariffs) have limited, and may in the future limit, our ability to procure component parts timely and at reasonable prices. Supply chain disruptions, increased costs and production issues have negatively impacted, and may in the future negatively impact, our ability to sell our most popular SPOT and Commercial IoT products. The future impact of global shortages or increased costs of materials from the electronics industry is unknown and may adversely impact our business, financial condition and results of operations.
18
We are materially reliant on a limited number of key suppliers.
We depend on a limited number of suppliers and vendors to construct and launch our satellites and provide us, directly or through other suppliers, with equipment, component parts and other materials required to operate our business and services relating to our operations, some of which are competitors. We also rely on software and service vendors or other parties to assist us with operating, maintaining and administering our business. Our operations could be adversely affected in the future if any of these vendors are unable or unwilling for any reason to continue to deliver their products or services on terms acceptable to us, including due to business interruptions, unfavorable tariffs or trade policies, geopolitical tensions or global conflicts, litigation, financial distress, bankruptcy or changes in their operations or business strategies.
Our business is capital intensive. We may not be able to raise adequate capital on reasonable terms to finance our business strategies, or we may be able to do so only on terms that significantly restrict our ability to operate our business.
Implementation of our longer-term business strategy requires a substantial outlay of capital. Although the funding arrangements under our Updated Services Agreements have enhanced our ability to fund the replacement of our current satellites and a new satellite constellation, expanded ground infrastructure and increased MSS licensing, we may require additional capital to fund other initiatives. In addition, we may experience funding shortfalls if we experience unanticipated network failures, a cancellation of the Updated Services Agreements or other unexpected events increasing our cash needs. For these reasons, there can be no assurance that we will be able to satisfy our capital requirements in the future.
To the extent we are required to raise additional financing, turmoil in the capital markets, including the tightening of credit and increased interest rates, may impact our ability to raise financing on terms and at a cost favorable to the Company. We may be required to raise capital during a weak economy, and have little flexibility to wait for more favorable terms or economic conditions. We are likely to face higher borrowing costs, less available capital, more stringent terms and tighter covenants. Such unfavorable market conditions could have an adverse impact on our ability to fund our operations and capital expenditures in the future. Any adverse change in the terms of our financing, including increased costs, could have a negative impact on our financial condition.
If we do not develop, acquire, maintain and protect proprietary information and intellectual property rights, it could limit the growth of our business and reduce our market share.
Our business depends on technical knowledge, and we base our business plan in part on our ability to keep up with new technological developments and incorporate them in our products and services. We own or have the right to use our patents, work products, inventions, designs, software, systems and similar know-how.
Our success depends, in part, on our ability to protect our proprietary intellectual property rights, including certain methodologies, practices, tools, technologies and technical expertise we utilize in designing, developing, implementing and maintaining our technologies. The steps we take to protect our intellectual property may be inadequate, or we may choose not to pursue or maintain protection for our intellectual property. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. Despite our precautions, it may be possible for unauthorized third parties to copy our technology and use information that we regard as proprietary to create technology that competes with ours. In addition, others may independently develop technology similar to ours.
Protection of our information, systems and know-how may result in litigation, the cost of which could be substantial. Third parties may assert claims that our products or services infringe on their proprietary rights. Any such claims, if made, may prevent or limit our sales of products or services or increase our costs. Defending intellectual property suits is both costly and time-consuming and, even if ultimately successful, may divert management's attention from other business concerns. An adverse determination in litigation to which we may become a party could, among other things:
• subject us to significant liabilities to third parties, including treble damages;
• require disputed rights to be licensed from a third party for royalties that may be substantial;
• require us to cease using technology that is important to our business; or
• prohibit us from selling some or all of our products or offering some or all of our services.
We face special risks by doing business in international markets and developing markets, including currency and expropriation risks, which could increase our costs or reduce our revenues in these areas.
19
Although our most economically important geographic markets currently are the United States and Canada, we have substantial markets for our MSS in, and our business plan includes, developing countries or regions that are underserved by existing telecommunications systems, such as rural Brazil. Developing countries are more likely than industrialized countries to experience market, currency and interest rate fluctuations and high inflation. In addition, these countries present risks relating to government policy, price, wage and exchange controls, social instability, expropriation and other adverse economic, political and diplomatic conditions.
Conducting operations outside the United States involves numerous special risks and expanding our international operations would increase these risks. These risks include, but are not limited to:
• difficulties in penetrating new markets due to established and entrenched competitors;
• difficulties in developing products and services that are tailored to the needs of local customers;
• lack of local acceptance or knowledge of our products and services;
• unavailability of or difficulties in establishing relationships with distributors;
• significant investments, including the development and deployment of gateways in countries that require them to connect the traffic coming to and from their territory;
• instability of international economies and governments;
• changes in laws and policies affecting trade and investment in other jurisdictions;
• noncompliance with the Foreign Corrupt Practices Act ("FCPA"), UK Bribery Act, sanctions laws and export controls;
• violation by employees or suppliers in regards to our code of conduct and business ethics;
• exposure to varying legal standards in other jurisdictions, including intellectual property protection and other similar laws and regulations;
• difficulties in obtaining required regulatory authorizations;
• difficulties in enforcing legal rights in other jurisdictions;
• variations in local domestic ownership requirements;
• requirements that operational activities be performed in-country;
• changing and conflicting national and local regulatory requirements; and
• uncertainty or changes in foreign currency exchange rates and exchange controls.
These risks could affect our ability to compete successfully and expand internationally. To the extent that the prices for our products and services are denominated in U.S. dollars, any appreciation of the U.S. dollar against other currencies will increase the cost of our products and services to our international customers and, as a result, may reduce the competitiveness of our international offerings and make it more difficult for us to grow internationally. Limited availability of U.S. currency in some local markets or governmental controls on the export of currency may prevent our customers from making payments in U.S. dollars or delay the availability of payment due to foreign bank currency processing and controls.
Our operations involve transactions in a variety of currencies. Sales denominated in foreign currencies involve primarily the Canadian dollar, the euro and the Brazilian real. Accordingly, our operating results may be significantly affected by fluctuations in the exchange rates for these currencies. Approximately 13% and 15% of our total revenue was derived from customers primarily located in Canada, Europe, Central America, and South America during 2025 and 2024, respectively. Our results of operations for 2025 and 2024 included net gains of $15.7 million and net losses of $16.6 million, respectively, on foreign currency transactions. We may be unable to offset unfavorable currency movements as they adversely affect our revenue and expenses. Our inability to do so could have a substantial negative impact on our operating results and cash flows.
Our financing arrangements may adversely affect our cash flow and our ability to operate our business, including our ability to incur additional indebtedness.
On a near-term and longer-term basis, principal liquidity requirements include primarily funding our operating costs, capital expenditures, including related to the Extended MSS Network and other growth opportunities, and financing arrangements, including recoupments under the 2021 and 2023 Funding Agreements and 2024 Prepayment Agreement, Customer Class B Units as well as dividends on our Series A Preferred Stock. Our principal sources of liquidity include cash on hand ($447.5 million at December 31, 2025), cash flows from operations and proceeds from the 2023 Funding Agreement and the Infrastructure Prepayment. Another source of liquidity may include proceeds from the exercise of warrants issued to the Customer in accordance with the Updated Services Agreements and to Thermo in accordance with the Amended Thermo Guaranty (as defined below).
Our operating expenses for the year ended December 31, 2025 were $265.6 million, which included noncash items such as stock-based compensation of $23.4 million, depreciation, amortization and accretion of $87.4 million and a loss on disposal of assets of $7.2 million. Certain of our operating expenses are associated with network-related costs that support the Updated
20
Services Agreements, a substantial portion of which are reimbursed to us.
As of December 31, 2025, the principal balance of our debt obligations was $410.0 million, consisting of $221.6 million under the 2024 Debt Repayment, $182.1 million under the 2023 Funding Agreement and $6.3 million under the 2021 Funding Agreement. We also have $708.6 million outstanding under the Infrastructure Prepayment and $149.4 million held by the holders of our Series A Preferred Stock.
Refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resource s below for further discussion.
By requiring us to dedicate a substantial portion of our cash flow to debt service, our financing arrangements could hinder our ability to pursue strategic acquisitions or capitalize on other business opportunities, and limit our flexibility in planning for, or reacting to, changes in our business or industry, placing us at a competitive disadvantage compared to competitors who may be able to take advantage of opportunities that our leverage prevents us from exploiting. Additionally, even though our current debt agreements place limits on our ability to incur additional debt, in the future we may incur additional debt which could further exacerbate these risks.
Further, the Globalstar SPE (as defined herein) owns the primary assets and licensing associated with the Extended MSS Network and the Customer owns 20% of the outstanding units of the Globalstar SPE. For additional information regarding the Globalstar SPE, the Extended MSS Network and the Updated Services Agreement see Note 2: Special Purpose Entity to our Consolidated Financial Statements. Such assets associated with the Extended MSS Network will be used to provide the extended services under the Updated Services Agreement. In connection with certain events of default under the Updated Services Agreement, the Company's ability to recognize the full benefits of owning such assets may be limited. Under these circumstances, we may not be able to continue to conduct our business in the same manner, which would negatively impact our financial results.
We may also access equity and debt capital markets from time to time or refinance our debt obligations with the intent to improve the terms of our indebtedness. The availability of such financing may be unavailable on terms and conditions we determine favorable to us or at all.
Restrictive covenants in our financing arrangements may limit our operating and financial flexibility and our inability to comply with these covenants could have significant implications.
Our Funding Agreements and 2024 Prepayment Agreement contain a number of significant restrictions and covenants. See Note 7: Long-Term Debt and Other Financing Arrangements to our Consolidated Financial Statements in Part II, Item 8 of this Report for further discussion of our debt covenants. Complying with these restrictive covenants, including financial and non-financial covenants, as well as those that may be contained in any agreements governing future indebtedness, may impair our ability to finance our operations or capital needs or to take advantage of favorable business opportunities. Our financing arrangements include limitations on expenditures in connection with the incurrence of certain operating expenses and capital expenditures, which may prohibit us from making certain expenditures that we consider accretive to our business and would otherwise make. Our ability to comply with these covenants will depend on our future performance, which may be affected by events beyond our control. Our failure to comply with these covenants would be an event of default. An event of default under the financing arrangements would permit the lender to accelerate the indebtedness under these agreements.
Our networks and those of our third-party service providers and customers may be vulnerable to cyber-attacks and other security breaches, which could have significant negative consequences.
Our business depends on our ability to limit and mitigate interruptions to or degradation of the security of our network. Our network and those of our third-party service providers and our customers may be vulnerable to unauthorized access, computer viruses, cyber-attacks, malware, data breaches, distributed denial of services and other security breaches. Persons who circumvent our security measures could wrongfully obtain or use information from such networks or cause interruptions, delays or malfunctions in our operations. An attack on, or security breach of, our network could result in (i) theft of trade secrets, intellectual property, or other company confidential information, (ii) the interruption, degradation, or cessation of services, (iii) an inability to meet our service requirements under our customer agreements (including the Updated Services Agreements), and (iv) potentially compromise sensitive customer data stored on or transmitted over our network.
We believe the importance of our satellite network to global communications makes it a potential target to a wide range of threat actors, including potentially nation state actors. Moreover, the risk of security breaches is likely to continue to increase due to several factors, including (i) the increasing use of machine learning, artificial intelligence ("AI") and other sophisticated
21
techniques to initiate cyber and phishing attacks, (ii) the wider accessibility of cyber-attack tools that can circumvent security controls and evade detection, (iii) growing threats from Chinese, Russian and other state actors due to heightened geopolitical tensions and rivalries and (iv) the increase in users on the Globalstar System by virtue of our wholesale capacity services. There can be no assurance that defenses against cyber-attacks currently available to us and others will prevent attempted intrusions by highly-determined, highly-sophisticated threat actors. We may be required to expend significant resources to protect against the threat of security breaches or to alleviate problems, including reputational harm and litigation, caused by any breaches, and we may experience a reduction in revenues, litigation and a diminution of goodwill, caused by a compromise of our systems. In addition, our customer contracts may not adequately protect us against liability to third parties with whom our customers conduct business. We cannot assure you that any measures we implement to protect against breaches will provide security, that we will be able to react in a timely manner, or that our remediation efforts following any attacks will be successful. For all these reasons, we cannot provide assurance that our security measures will be sufficient, or that any future breaches of our systems will not result in a material adverse effect on our business, financial condition, operational results or prospects.
We may be unable to obtain and maintain our insurance coverages, and the insurance we obtain may not cover all risks for which we have exposure. As a result, we may incur material uninsured or under-insured losses.
The price, terms and availability of insurance have fluctuated significantly since we began offering commercial satellite services. The cost of obtaining insurance can vary as a result of either satellite failures or general conditions in the insurance industry. Rising premiums on insurance policies could increase our costs. In addition to higher premiums, insurance policies may provide for higher deductibles, shorter coverage periods and additional policy exclusions. Our insurance could become more expensive and difficult to maintain and may not be available in the future on commercially reasonable terms, if at all. Our insurance may not adequately cover losses incurred arising from claims brought against us or otherwise, which could be material.
Product Liability Insurance and Product Replacement or Recall Costs
We may be subject to product liability and product recall claims if any of our products and services are alleged to have caused injury to persons or damage to property. If any of our products prove to be defective, we may need to recall and redesign them. In addition, any claim or product recall that results in significant adverse publicity may negatively affect our business, financial condition or results of operations. We do not maintain any product recall insurance, so any product recall we are required to initiate could have a significant impact on our financial position, results of operations or cash flows.
Because consumers may use SPOT products and services in isolated or dangerous locations, users of our devices who suffer injury or death may seek to assert claims against us alleging failure of the device to facilitate timely emergency response. We cannot assure investors that any legal disclaimers will be effective or insurance coverage will be sufficient to protect us from material losses incurred as a result of such claims.
General Liability Insurance In-Orbit Exposures
Our liability policy covers up to $90 million per occurrence (with a $90 million annual limit) that we and other specified parties may become liable to pay for bodily injury and property damages to third parties related to maintaining and operating our satellite constellation. Our current policy has a one-year term, which expires in October 2026. Our current in-orbit liability insurance policy contains, and we expect any future policies would likewise contain, specified exclusions and material change limitations customary in the industry. These exclusions may relate to, among other things, losses resulting from in-orbit collisions, acts of war, insurrection, terrorism, military action, government confiscation, strikes, riots, civil commotions, labor disturbances, sabotage, unauthorized use of the satellites and nuclear or radioactive contamination, as well as claims directly or indirectly occasioned as a result of noise, pollution, electrical and electromagnetic interference or interference with the use of property.
Our in-orbit insurance does not cover losses that might arise as a result of a satellite failure, certain operational problems affecting our constellation, or damage resulting from de-orbiting a satellite. See our risk factor above regarding risk of collisions, natural disasters and extreme space weather events for a discussion of risks to our in-orbit satellites. As a result, a failure of one or more of our satellites or the occurrence of equipment failures, collision damage, or other problems that may result during the de-orbiting process could constitute an uninsured loss and could materially harm our financial condition. For example, during the first quarter of 2025 one of our second-generation satellites experienced a power control anomaly, rendering the satellite inoperable, and we recorded a loss on disposal of assets of $7.0 million on our consolidated statements of operations, which was uninsurable.
22
Spectrum values historically have been volatile, and may again be volatile in the future, which could cause the value of our business to fluctuate.
Our business plan includes forming strategic partnerships to maximize the use and value of our spectrum, network assets and combined service offerings in the United States and internationally. Value that we may be able to realize from these partnerships may depend in part on the value ascribed to our spectrum. Historically, valuations of spectrum in other frequency bands have been volatile, and we cannot predict the future value that we may be able to realize for our spectrum and other assets. Recent spectrum transactions, such as by EchoStar, have increased the value of spectrum; however, such transactions may not result in the same valuation of our spectrum assets. In addition, to the extent that the FCC makes additional spectrum available or promotes the more flexible use or greater availability (such as through spectrum leasing or new spectrum sales) of existing satellite or terrestrial spectrum allocations, the availability of such additional spectrum could reduce the value that we are able to realize for our spectrum.
We operate in many tax jurisdictions, and changes in tax rates or adverse results of tax examinations could materially increase our costs.
We operate in various U.S. and foreign tax jurisdictions. The process of determining our anticipated tax liabilities involves many calculations and estimates which are inherently complex. Our tax obligations are subject to review and possible challenge by the taxing authorities of these jurisdictions, such as the ongoing income tax return audits being conducted by the Canada Revenue Agency of our Canadian subsidiary. See Note 13: Taxes to our Consolidated Financial Statements for additional information regarding such audits. If taxing authorities were to successfully challenge our current tax positions, or if we changed the manner in which we conduct certain activities, we could become subject to material, unanticipated tax liabilities. We may also become subject to additional tax liabilities as a result of changes to tax laws in any of our applicable tax jurisdictions, which in certain circumstances could have a retroactive effect.
We are exposed to trade credit risk in the ordinary course of our business activities.
We are exposed to risk of loss in the event of nonperformance by our customers of their obligations to us. Some of our customers may be highly leveraged or subject to their own operating and regulatory risks. Many of our customers finance their activities through cash flows from operations, the incurrence of debt or the issuance of equity. From time to time, credit is less available or available on more restrictive terms. The combination of reduction of cash flow resulting from operational setbacks or the lack of availability of access to capital may result in a reduction in our customers' liquidity and ability to make payments or perform on their obligations to us. Any increase in the nonpayment or nonperformance by our customers could reduce our cash flows.
We have been in the past from time to time, and may be in the future, subject to litigation and investigations that could have a substantial, adverse impact on our business.
From time to time we are subject to litigation, including claims related to our business activities. We have also been in the past, and may be in the future, subject to investigations by regulators and governmental agencies, including the United States Department of the Treasury's Office of Foreign Assets Control, the United States Department of Commerce, Bureau of Industry and Security and the United States Immigration and Customs Enforcement. Irrespective of their merits, litigation and investigations may be both lengthy and disruptive to our operations and could cause significant expenditure and diversion of management attention. At this time, we are not aware of any pending litigation, investigation, dispute or claim that would likely have a material adverse effect on our financial condition, results of operations or liquidity. However, we may be wrong in this assessment, or could in the future become subject to additional litigation that could have a material adverse effect on our financial position and operating results, on the trading price of our securities and on our ability to access the capital markets.
Wireless devices' radio frequency emissions are the subject of regulation and litigation concerning their environmental effects, which includes alleged health and safety risks. As a result, we may be subject to new regulations, demand for our services may decrease, and we could face liability based on alleged health risks.
There has been adverse publicity concerning alleged health risks associated with radio frequency transmissions from portable hand-held telephones and other telecommunications devices that have transmitting antennas. Lawsuits have been filed against participants in the wireless communications industry alleging a number of adverse health consequences as a result of wireless phone usage. Other claims allege consumer harm from failures to disclose information about radio frequency emissions or aspects of the regulatory regimes governing those emissions. Although we have not been party to any such lawsuits, we may be exposed to such litigation in the future. Courts or governmental agencies could determine that we do not
23
comply with applicable standards for radio frequency emissions and power or that there is valid scientific evidence that use of our devices poses a health risk. Any such finding could reduce our revenue and profitability and expose us and other communications service providers or device sellers to litigation, which, even if frivolous or unsuccessful, could be costly to defend. Furthermore, any actual or perceived risk from radio frequency emissions could reduce the number of our subscribers and demand for our products and services.
Risks Related to Government Regulations
Our business is subject to extensive government regulation that are subject to change and interpretation, compliance with which will impact our future success.
The regulatory obligations we must meet are complex, vary greatly from country to country, and are subject to interpretation. We cannot give any assurance that the governments will agree with or accept our compliance efforts. The government approvals required for us to operate our MSS system need to be periodically renewed and renewal is not guaranteed. Our MSS system is subject to significant regulation by the FCC in the United States, by the ARCEP, CNES and ANFR in France and by similar authorities in other foreign jurisdictions where we do business. Additionally, the availability of globally harmonized spectrum on which our MSS system depends is managed by the ITU and, to a certain extent, sovereign nations. The rules and regulations of these regulatory authorities are subject to change and may not continue to permit our operations as currently conducted or as we plan to conduct them. The approvals are also subject to revocation, and we may be subject to fines, forfeitures, penalties or other sanctions if any issuing authority were to find that we are not in compliance with the applicable rules, regulations or policies. Further, certain regulatory authorities may decide to allow additional uses within our ITU-allocation of spectrum that may be incompatible with our continued provision of MSS.
Our MSS system requires licenses or other regulatory authorization in each of the jurisdictions in which we provide service. From time to time, other operators or third parties challenge our right to receive or hold licenses. For these and other reasons, we may not be able to obtain or retain all regulatory approvals needed for current and future operations. Failure to obtain the authorizations necessary to use our assigned radio frequency spectrum and to distribute our products in certain countries could have a material adverse effect on our ability to generate revenue and on our overall competitive position. Failure to operate our satellites, ground stations, mobile earth terminals or other facilities as required by our licenses and applicable government regulations could result in the imposition of government sanctions against us, up to and including cancellation of our licenses.
The Company must apply for and obtain additional licensing and authorizations from multiple regulators in order to operate and provide service over the Extended MSS Network, including the new satellite constellation and expanded ground infrastructure as provided in the Updated Services Agreement. We cannot provide any assurance that we will be able to obtain all such licenses and authorizations required for the Extended MSS Network.
Our operations are subject to certain regulations of the United States State Department's Directorate of Defense Trade Controls (the export of satellites and related technical data), United States Treasury Department's Office of Foreign Assets Control (financial transactions and transactions with sanctioned persons or countries) and the United States Commerce Department's Bureau of Industry and Security (export of satellites and related technical data, our gateways and phones) and other similar foreign regulators. These U.S. and foreign obligations and regulations may limit or delay our ability to offer products and services in a particular country. We may be required to provide U.S. and foreign government law enforcement and security agencies with call interception services and related government assistance, in respect of which we face legal obligations and restrictions in various jurisdictions. These regulations may limit or delay our ability to operate in a particular country or engage in transactions with certain parties and may impose significant compliance costs.
Regulatory changes, such as those resulting from new treaties, statutes or regulations or judicial decisions, may significantly impact our business or require us to modify our business plans or operations. Our failure to comply with these evolving regulations could subject us to sanctions that could materially and adversely affect our ability to operate.
Additionally, we face risks with maintaining our exclusivity within our licensed frequencies, defending against interference into our system caused by competing operators, and meeting evolving requirements for orbital debris mitigation and space sustainability. Increasing regulation and more burdensome requirements may impact our future business plans.
Our global operations expose us to trade and economic sanctions, other restrictions, liabilities and exposure to penalties imposed by the United States, the European Union and other governments and organizations.
24
We are required to comply with a wide range of laws and regulations in the countries where we operate or do business. For example, the U.S. Departments of Justice, Commerce, State and Treasury and other federal agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against corporations and individuals for violations of economic sanctions laws, export control laws, FCPA and other federal statutes and regulations, including those established by the Office of Foreign Assets Control ("OFAC"). Further, various government agencies require export licenses, which could impact our sales of Commercial IoT, SPOT and Duplex products, and the importation of equipment into various countries, if not timely obtained and maintained. Such governmental agencies may seek to impose modifications to business practices, including cessation of business activities in sanctioned countries or with sanctioned persons or entities and modifications to compliance programs, which may increase compliance costs, and may subject us to fines, penalties and other sanctions. A violation of these laws or regulations could adversely impact our business, results of operations and financial condition.
Although we have implemented policies and procedures in these areas, we cannot assure you that our policies and procedures will prevent or detect all potential breaches of law or governance practices or that directors, officers, employees, representatives, distributors, consultants, other partners, vendors, customers or subscribers have not engaged and will not engage in conduct for which we may be held responsible. We cannot assure you that our business partners have not engaged and will not engage in conduct that could materially affect their ability to perform their contractual obligations to us or result in us being held liable for such conduct. Violations of the FCPA, OFAC restrictions or other export control, anti-corruption, anti-money-laundering and anti-terrorism laws or regulations may result in severe criminal or civil sanctions, litigation or regulatory action or inquiries or other enforcement actions, shareholder activism (such as to stop using a certain business partner), termination of contracts, loss of licenses and damage to our reputation, and we may be subject to other liabilities, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Our business plan to use our licensed MSS spectrum to provide terrestrial wireless services depends upon our ability to maintain and expand our terrestrial authority as well as certain actions by third parties, which we cannot control.
Our business plan includes utilizing our licensed MSS spectrum to provide terrestrial wireless services, including mobile broadband applications, around the world. Our MSS licenses, including our terrestrial authority, are valid through various specified terms, which we intend to renew. In addition, we will need to comply with certain conditions in order to provide terrestrial broadband service under our MSS licenses, including obtaining FCC certifications for our equipment that will utilize this spectrum authority in the U.S. We are seeking similar approvals in various foreign jurisdictions. We cannot guarantee that such efforts will be successful.
We have entered into agreements with multiple third parties to develop an ecosystem of radios and devices using our terrestrially authorized spectrum. These third parties intend to use our terrestrially authorized spectrum to offer wireless services to their respective customers. Our anticipated future revenues and profitability are dependent upon the commercial success of their offerings.
Other future regulatory decisions could reduce our existing spectrum allocation or impose additional spectrum sharing agreements on us, which could adversely affect our services and operations.
The FCC, or other international regulatory authorities, may permit additional operators to provide competing MSS in our frequency bands in the future. While China's Beidou system is currently the only other operator of which we are aware, other regulatory authorities may require us to share spectrum with other systems that are not currently licensed by the United States or any other jurisdiction. From time to time, other operators have applied to use our licensed spectrum, which if granted could increase competition for satellite communication services and decrease the capacity available to us on such spectrum.
We registered our second-generation constellation with the ITU through France rather than the United States. The French radio frequency spectrum regulatory agency, ANFR, submitted the technical papers filing to the ITU on our behalf in July 2009. As with the first-generation constellation, the ITU requires us to coordinate our spectrum assignments with other administrators and operators that use any portion of our spectrum frequency bands. We are actively engaged in the coordination process but cannot predict how long this process will take; however, we are able to use the frequencies during the coordination process in accordance with our licenses.
We have acquired the operational rights to the AST-NG-C-3 system filing at the ITU. This filing will enable us to commercialize our third-generation MSS network (the "C-3 System") to support the Services provided over the Extended MSS Network. We are actively working with the French government to secure the necessary authorizations to launch and operate the C-3 System. We are also pursuing market access approvals from multiple countries, including the United States. In February 2025, we filed a petition with the FCC requesting U.S. market access for the C-3 System. The FCC Space Bureau has accepted our petition for filing and published it for public comment. We cannot guarantee that such efforts will be successful.
25
The FCC and other foreign regulatory agencies are permitting expanded unlicensed use of the 5 GHz band including within our C-band forward feeder link (earth station to satellite), which operates at 5091-5250 MHz, and expanded licensed and unlicensed use of the 7 GHz band including within our C-band return feeder link (satellite to earth) utilized by our gateway antennas globally. Such uses may have a significant adverse impact on our ability to provide MSS. Additionally, we are experiencing harmful interference into our system from a competing Chinese system over certain parts of Asia. We can provide no assurance regarding our ability to eliminate such interference.
If the FCC, our French regulator, or any other regulator, revokes, modifies or fails to renew or amend our licenses, our ability to operate may be limited.
We hold FCC licenses for the operation of our satellites, our U.S. gateways and other ground facilities and our mobile earth terminals that are subject to revocation if we fail to satisfy specified conditions or meet prescribed milestones. The FCC licenses are also subject to renewal and modification by the FCC.
We hold licenses issued by, and subject to the continued regulatory jurisdiction of, ANFR, the French Ministry in charge of Space and the ARCEP, the French independent administrative authority of post and electronic communications regulations, for the operation of our second-generation satellites. These licenses are subject to revocation if we fail to satisfy specified conditions or meet prescribed milestones. These licenses are also subject to modification by the French regulators.
There can be no assurance that the FCC or our French regulators will renew the licenses we hold. If the FCC, the French Ministry, ARCEP or any other regulators revoke, modify or fail to renew or amend the licenses we hold or if we fail to satisfy any of the conditions of our respective licenses, we may not be able to continue to provide mobile satellite communications services, which would have a material adverse effect on our business and operations.
Furthermore, if we operate in any country without a valid license, we could face regulatory fines and criminal sanctions. We hold certain licenses in each country where our ground infrastructure is located. If we fail to maintain such licenses within any particular country, we may not be able to continue to operate the ground infrastructure located within that country, which could prevent us from continuing to provide mobile satellite communications services within that region.
Changes in international trade regulations and other risks associated with foreign trade could adversely affect our sourcing from foreign manufacturers .
We source our products from both domestic and foreign contract manufacturers. The adoption of regulations related to the importation of products, including quotas, duties, tariffs, taxes and other charges or restrictions on imported goods, and changes in U.S. customs procedures could result in an increase in the cost of our products. For example, throughout 2025 and continuing into 2026, there have been recent and ongoing changes to the tariff policies in the U.S., generally resulting in higher tariffs on products and equipment imported from foreign countries. Volatility in tariff rates has resulted in, and may continue to result in, lower gross margins on certain of our products manufactured outside of the U.S.
Additionally, delays in goods clearing customs or the disruption of international transportation lines used by us could result in our inability to deliver goods to customers in a timely manner or the loss of sales altogether. Any delay or interruption to our manufacturing process or in shipping our products could result in lost revenue, which would adversely affect our business, financial condition or results of operations.
Emerging and unsettled data privacy laws expose us to substantial risks.
We collect and store data, including our customers' personal information. In jurisdictions around the world, personal information is increasingly becoming the subject of extensive legislation and regulations to protect consumers’ privacy and security, such as the EU's General Data Protection Regulation and similar laws enacted by certain U.S. states. The interpretation of privacy and data protection laws and regulations regarding the collection, storage, transmission, use and disclosure of such information in some jurisdictions is unclear and ever evolving. These laws may be interpreted and applied differently from country to country and in a manner that presents a challenge to our current data protection practices. Complying with these varying international requirements could cause us to incur additional costs or change our business practices. Our services are accessible in many foreign jurisdictions, and some of these jurisdictions may claim that we are required to comply with their laws, even where we have no local entity, employees or infrastructure. We could be forced to incur significant expenses if we were required to modify our products, services or existing security and privacy procedures in order to comply with new or expanded regulations across numerous jurisdictions. In addition, we could face liability to end users alleging that their personal information is not collected, stored, transmitted, used or disclosed appropriately or in accordance with our privacy policies or
26
applicable laws, including claims and litigation resulting from such allegations. Any failure on our part to protect information pursuant to applicable regulations could result in a loss of user confidence, reputational harm and a loss of customers, which could materially impact our results of operations and cash flows.
Risks Related to Our Common Stock
Restrictive covenants in our financing arrangements restrict our ability to pay dividends on our common stock for the foreseeable future, which may affect the market for our shares.
We do not expect to pay cash dividends on our common stock. Our financing arrangements restrict our ability to pay cash dividends on our common stock. Further, our Series A Preferred Stock provides for the payment of cumulative cash dividends at a rate of 7% per annum, subject to certain terms and conditions. If such dividends are not declared by our board of directors, the dividends will accrue and cumulative payment will be made on the next dividend payment date or upon liquidation. Such dividends limit our cash flows that would otherwise be available to pay dividends on our common stock.
Any future dividend payments with respect to our Series A Preferred Stock are within the discretion of our board of directors and will depend on, among other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, contractual restrictions, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our board of directors may deem relevant.
There is a limited market for our common stock and our stock price may be volatile or may be subject to short selling.
The trading price of our common stock is subject to wide fluctuations. There are a wide variety of factors, some of which may be outside of our control, that could affect the trading price of our common stock, including our operating and financial performance and prospects, our quarterly or annual earnings compared to market expectations, announcements or press coverage concerning our business and other factors described elsewhere in this “Risk Factors” section. The trading price of our common stock may also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. Our stockholders may be unable to resell their shares of our common stock at or above the initial purchase price. Because we are a controlled company, there is a limited market for our common stock. In periods of low trading volume, sales of significant amounts of shares of our common stock in the public market could lower the market price of our stock.
Additionally, selling short is a technique used by a stockholder to take advantage of an anticipated decline in the price of a security. A significant number of short sales or a large volume of other sales within a relatively short period of time can create downward pressure on the market price of a security. Further sales of common stock could cause even greater declines in the price of our common stock due to the number of additional shares available in the market, which could encourage short sales that could further undermine the value of our common stock. Holders of our securities could, therefore, experience a decline in the value of their investment as a result of short sales of our common stock.
The future issuance of additional shares of our common stock could cause dilution of ownership interests and adversely affect our stock price.
We may issue our previously authorized and unissued securities, resulting in the dilution of the ownership interests of our current stockholders. We are authorized to issue 143.3 million shares of common stock and 100 million shares of preferred stock, of which 0.3 million shares are designated as Series A Preferred Stock. As of December 31, 2025, approximately 128 million shares of common stock were issued and outstanding and 0.1 million shares of Series A Preferred Stock were issued and outstanding. As of December 31, 2025, there were 15.3 million shares of common stock available for issuance, of which 6.3 million shares were contingently issuable. These shares include approximately: (i) 0.4 million shares that are contingently issuable upon the exercise of outstanding stock options and vesting of outstanding restricted stock awards and units, (ii) 1.9 million shares that are contingently issuable upon the achievement of stock price targets and vesting of outstanding performance-based restricted stock units, (iii) 0.1 million shares that are contingently issuable upon the achievement of performance targets and vesting of performance-based restricted stock units, (iv) 0.3 million shares that are issuable to Thermo if they exercise their purchase right under the warrant issued to them as consideration for their guarantee under the 2023 Funding Agreement, (v) 3.3 million shares may be issued if the warrants issued to the Customer are exercised in accordance with the Updated Services Agreements and (vi) the right to acquire an additional 0.3 million shares under the warrant that may vest if and when Thermo advances aggregate funds of $25.0 million or more to us or a permitted third party pursuant to the terms of the Amended Thermo Guaranty. In the event Thermo is required to advance funds pursuant to its guarantee with us, we will also be required to issue it shares in respect of such advance. In addition, we may issue additional shares of our common stock or other securities that are convertible into, or exercisable for, common stock for raising capital or other business purposes. As of December 31, 2025, there were 99.9 million shares of preferred stock available for issuance. Future sales of
27
substantial amounts of common stock, or the perception that such sales could occur, may have a material adverse effect on the price of our common stock.
We have issued and may issue shares of preferred stock or debt securities with greater rights than our common stock.
Our certificate of incorporation authorizes our board of directors to issue one or more series of preferred stock and set the terms of the preferred stock without seeking any further approval from holders of our common stock. Currently, there are 100 million shares of preferred stock authorized, of which 0.1 million shares of Series A Preferred Stock are issued and outstanding. Any preferred stock that is issued may rank ahead of our common stock in terms of dividends, priorities and liquidation premiums and could have other preferential voting rights to those held by the holders of our common stock.
We are controlled by Thermo, whose interests may conflict with yours.
As of December 31, 2025, Thermo owned approximately 58% of our outstanding common stock, which excludes shares issuable to Thermo upon the exercise of purchase rights under the warrant issued to them in connection with the 2023 Funding Agreement that have vested or may vest upon the occurrence of certain events, as well as its ownership of perpetual preferred stock. We have depended substantially on Thermo to provide capital to finance our business.
Although extraordinary corporate transactions, material sales of assets and certain transactions with related parties currently must be approved by our Strategic Review Committee, to the extent these and other matters are also subject to a vote of our shareholders, Thermo is able to control such vote. Currently, these other matters include the election of a majority of the members of our board of directors and numerous other matters, including changes of control and other significant corporate transactions, so long as these transactions are not between Thermo and Globalstar. This concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of our assets that our other stockholders support, or conversely this concentrated control could result in the consummation of such a transaction that our other stockholders do not support. This concentrated control could also discourage potential investors from investing in us.
In addition, Thermo has guaranteed certain of our obligations related to the Updated Services Agreements and has received the right to purchase shares of our common stock under the warrant issued to them as consideration for providing such guarantee.
Thermo is controlled by James Monroe III, our Executive Chairman. Through Thermo, Mr. Monroe holds equity interests in, and serves as an executive officer or director of, a diverse group of privately-owned businesses not otherwise related to us. We reimburse Thermo and Mr. Monroe for certain third party, documented, out-of-pocket expenses they incur in connection with our business.
The interests of Thermo may conflict with the interests of our other stockholders. Thermo may take actions it believes will benefit its equity investment in us or in connection with its guarantees of our obligations even though such actions might not be in your best interests as a holder of our common stock.
Provisions in our charter documents, financing arrangements, customer contracts and Delaware corporate law may discourage takeovers, which could affect the rights of holders of our common stock.
Provisions of Delaware law and our amended and restated certificate of incorporation, amended and restated bylaws, certain customer contracts and our debt agreements could hamper a third party's acquisition of us or discourage a third party from attempting to acquire control of us. These provisions include:
• the election of our Minority Directors by a plurality of the vote of our stockholders other than Thermo;
• the above-described requirement that (i) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries and (ii) any sale or transfer of a material amount of assets of Globalstar or any sale or transfer of assets of any of our subsidiaries which are material to us has to be approved by our Strategic Review Committee until such time as Thermo no longer beneficially owns at least 45% of our common stock;
• the ability of our board of directors to issue preferred stock with voting rights or with rights senior to those of the common stock without any further vote or action by the holders of our common stock;
• the division of our board of directors into three separate classes serving staggered three-year terms;
• the fact that if Thermo does not own a majority of our outstanding capital stock entitled to vote in the election of directors, our directors will be able to be removed for cause only with the affirmative vote of the holders of at least 66 2/3% of the outstanding shares of capital stock entitled to vote in the election of directors;
28
• prohibitions, at such time when Thermo does not own a majority of our outstanding capital stock entitled to vote in the election of directors, on our stockholders acting by written consent;
• prohibitions on our stockholders calling special meetings of stockholders or filling vacancies on our board of directors;
• the requirement, at such time when Thermo does not own a majority of our outstanding capital stock entitled to vote in the election of directors, that our stockholders must obtain a super-majority vote to amend or repeal our amended and restated certificate of incorporation or bylaws;
• change of control provisions under our financing arrangements, which provide that a change of control will constitute a default and exercise remedies thereunder, and certain notice and consent requirements in the event of an assignment or change of control under certain of our customer contracts; and
• change of control provisions in our 2006 Equity Incentive Plan, which provide that a change of control may accelerate the vesting of all outstanding stock options, stock appreciation rights and restricted stock.
We also are subject to Section 203 of the Delaware General Corporation Law, which, subject to certain exceptions, prohibits us from engaging in any business combination with any interested stockholder, as defined in that section, for a period of three years following the date on which that stockholder became an interested stockholder. This provision does not apply to Thermo, which became our principal stockholder prior to our initial public offering.
As noted above, Thermo's ownership position could also discourage a third party from attempting to acquire control of us. These provisions also could make it more difficult for our stockholders to take certain corporate actions, and could limit the price that investors might be willing to pay in the future for shares of our common stock.
Item 1B. Unresolved Staff Comments
Not Applicable
29
Item 1C. Cybersecurity
Risk Management and Strategy
We have an enterprise-wide information security program designed to identify, protect against, detect, respond to and manage reasonably foreseeable cybersecurity risks and threats. Our information security program is integrated into our overall risk management systems and led by our Data Protection Officer. This program is on par with industry standards and best practices, such as the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework. Internal employees as well as third party advisors are involved in the development and continued maintenance of our cybersecurity program. We also hold cybersecurity insurance as part of our risk management program.
The program is evaluated and audited on an annual basis by independent third parties through ongoing IT compliance initiatives. Additionally, each year, we conduct cross-functional tabletop training exercises to rehearse our response to cyber-related breach incidents. We require that all employees complete cybersecurity trainings at least quarterly to mitigate cyber risks. We also randomly test employees with phishing simulations and provide periodic cyber and security updates. As part of the risk management program, we engaged external subject matter experts to develop a comprehensive third party and vendor due diligence program. This program strengthens our cybersecurity program by ensuring the establishment of contractual agreements and data protection clauses, documentation of processing activities performed as part of each service and identifies responsible process owners. Third parties and vendors with access to our information, systems and networks complete additional due diligence verification activities. All vendors with access to internal systems and networks must comply with our IT policies. Formal monitoring procedures of relationships with third parties are performed on at least an annual basis. This level of oversight allows us to maintain proactive visibility and security baseline requirements with our established external relationships.
Our formalized cybersecurity incident response plan is a framework to facilitate the detection, identification, containment and eradication of and recovery from cybersecurity incidents. This framework addresses how and which risks impact our operational, financial or reputational standing and/or the ability to comply with regulatory or legal requirements.
Governance
Oversight of our cybersecurity program is performed by our executive management and board of directors. Specifically, our executive management includes our Vice President of Network IT and Applications, who serves as our Data Protection Officer and has over 25 years of experience in IT systems, cybersecurity and risk management, as well as our Chief Executive Officer and Chief Financial Officer. Our Vice President of Network IT and Applications is responsible for reviewing cybersecurity risks, controls, policies and processes. This includes training, policy development and updates, while also keeping senior leadership informed on cybersecurity matters. We also have a department dedicated to monitoring our systems to prevent cybersecurity attacks. The Board of Directors receives information from management regarding any significant changes to the Company’s cybersecurity policies and procedures, as well as recently identified risks and other recent information relative to cybersecurity, and on at least an annual basis our Data Protection Officer presents the Company’s cybersecurity program to the Board of Directors.
As of the date of this Report, we are not aware of any material risks from cybersecurity threats, that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition. However, we are subject to various cybersecurity risks that could adversely affect our business, financial condition and results of operations. Such risks may include harm to our employees or customers, violation of privacy laws, theft, fraud, extortion as well as legal and reputational risk. See Item 1A. Risk Factors, “ Our networks and those of our third-party service providers and customers may be vulnerable to cyber-attacks and other security breaches, which could have significant negative consequences. " for further discussion.
Item 2. Properties
As of December 31, 2025, our principal headquarters were located in Covington, Louisiana. We own or lease the facilities described in the following table (excludes land owned not currently used in operations):
Facility Use Location
Offices Africa (Botswana)
Brazil (Rio de Janeiro)
Europe (Ireland)
India (Bangalore)
United States of America (California and Louisiana (1) )
30
Gateways Africa (Botswana and Rwanda)
Argentina (Bosque Alegre)
Asia (Japan, Singapore, South Korea and Thailand)
Australia (Dubbo, Meekatharra and Mount Isa)
Brazil (Manaus, Petrolina, Presidente Prudente and Sao Paulo)
Canada (Alberta and Ontario)
Europe (Estonia, France (1) , Greece and Spain)
Mexico (Jocotitlan)
Oceania (New Zealand)
United States of America (Alaska, Florida, Hawaii, Nevada, Puerto Rico and Texas (1) )
(1) Location includes a Network Operations Control Center to monitor both satellite and ground network operations
Item 3. Legal Proceedings
In management's opinion, there is no pending litigation, dispute or claim, which could be expected to have a material adverse effect on the Company's financial condition, results of operations or liquidity. See Note 10: Commitments and Contingencies to our Consolidated Financial Statements in Part II, Item 8 of this Report for additional information.
Item 4. Mine Safety Disclosures
Not Applicable
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Common Stock Information
Our common stock trades on the Nasdaq Stock Market LLC under the symbol "GSAT". We are authorized to issue 143.3 million shares of voting common stock. As of February 20, 2026, 128.6 million shares of our common stock were outstanding, held by 294 holders of record. The number of holders of record is based upon the actual number of holders registered at such date and does not include beneficial holders of shares in street name (also known as "street holders").
On February 10, 2025, we effected a reverse stock split at a ratio of 1 to 15 shares of common stock. Refer to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion.
Preferred Stock
We are authorized to issue 100 million shares of preferred stock, of which 0.3 million shares are designated as Series A Preferred Stock. We have issued 149,425 shares of our 7.0% Perpetual Preferred Stock, Series A, $0.0001 par value per share, with a liquidation preference of $1,000 per share (the “Series A Preferred Stock”). Holders of Series A Preferred Stock are entitled to receive, when, as and if declared by our 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. As of February 20, 2026, 149,425 shares of our preferred stock were outstanding, held by four holders of record. See Note 12: Related Party Transactions to our Consolidated Financial Statements for further information.
Dividend Information
We have never declared or paid any cash dividends on our common stock. We pay a dividend on our Series A Preferred Stock. Except for preferred stock dividends, we currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. See Note 7: Long-Term Debt and Other Financing Arrangements to our Consolidated Financial Statements for further discussion.
31
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and applicable notes to our Consolidated Financial Statements and other information included elsewhere in this Report, including risk factors disclosed in Part I, Item IA. Risk Factors. The following information contains forward-looking statements, which are not guarantees of future performance and are not necessarily indicative of future results and are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize, our actual results may differ from those express or implied by the forward-looking statements. See “ Cautionary Statement About Forward-Looking Statements ” at the beginning of this Report for further information.
This Item generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussion of our results of operations for the years ended December 31, 2024 and 2023 can be found in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Globalstar’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 28, 2025.
Reverse Stock Split and Listing on the Nasdaq Stock Market LLC
Effective following the close of trading on February 10, 2025, we voluntarily withdrew the listing of our common stock from the NYSE American, effected a reverse stock split at a ratio of 1 to 15 shares of common stock and amended our certificate of incorporation to reduce the number of authorized shares of common stock that we 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, our common stock began trading on a post-split basis under the symbol “GSAT” on the Nasdaq Stock Market LLC.
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.
Performance Indicators
Our management reviews and analyzes several key performance indicators in order to manage our business and assess the quality and potential variability of our earnings and cash flows. These key performance indicators include:
• total revenue, which is an indicator of our overall business growth;
• subscriber growth and churn rate, which are both indicators of the satisfaction of our customers;
• average monthly revenue per user, or ARPU, which is an indicator of our pricing and ability to obtain effectively long-term, high-value customers. We calculate ARPU separately for each type of our subscriber-driven revenue, including Commercial IoT, SPOT and Duplex;
• operating income and adjusted EBITDA, both of which are indicators of our financial performance; and
• capital expenditures, which are an indicator of future revenue growth potential and cash requirements.
Comparison of the Results of Operations for the years ended December 31, 2025 and 2024
Revenue :
Our revenue is categorized as service revenue and subscriber equipment sales. Service revenue is generated by the MSS services we provide to customers using the Globalstar System. Subscriber equipment sales are generated from the sale of MSS devices that work over the Globalstar System. We also generate service and equipment revenue from the sale of XCOM RAN systems and associated services that support such systems. For the twelve months ended December 31, 2025, total revenue increased $22.6 million, or 9%, to $273.0 million from $250.3 million in 2024 primarily related to an increase in wholesale capacity services revenue and higher volume of Commercial IoT device sales, partially offset by a decline in SPOT and Duplex subscriber services revenue and equipment sales revenue.
32
The following table sets forth amounts and percentages of our revenue by type of service for customers using the Globalstar System (in thousands):
Year Ended
December 31, 2025
Year Ended
December 31, 2024
Revenue % of Total
Revenue Revenue % of Total
Revenue
Service revenue:
Wholesale capacity services $ 172,731 63 % $ 145,299 58 %
Subscriber services
Commercial IoT 27,263 10 % 26,245 11 %
SPOT 37,311 14 % 41,140 16 %
Duplex 15,238 6 % 20,156 8 %
Government and other services
4,766 1 % 4,849 2 %
Total service revenue
$ 257,309 94 % (1) $ 237,689 95 % (1)
(1) The remaining 6% and 5% of our total revenue for the years ended December 31, 2025 and 2024, respectively, is attributable to subscriber equipment sales from the sale of MSS devices that work over the Globalstar System and equipment revenue from the sale of XCOM RAN systems.
The following table sets forth our average number of subscribers and ARPU by type of subscriber services revenue:
December 31,
2025 2024
Average number of subscribers for the year ended:
Commercial IoT 539,283 509,452
SPOT 222,534 241,980
Duplex 20,684 27,033
Other 235 288
Total 782,736 778,753
ARPU (monthly):
Commercial IoT $ 4.21 $ 4.29
SPOT 13.97 14.17
Duplex 61.39 62.14
We count "subscribers" based on the number of devices that are subject to agreements that entitle them to use our data or voice communications services rather than the number of persons or entities who own or lease those devices. Other providers of comparable services may count their subscribers differently.
Wholesale capacity services revenue reflects revenue from providing satellite network access and related services to the Customer under the Updated Services Agreement. Government and other services revenue includes revenue generated primarily from terrestrial spectrum and network solutions as well as governmental and engineering service contracts. None of these service revenue items are subscriber driven. Accordingly, we do not present ARPU for wholesale capacity services revenue or government and other services revenue in the table above.
Service Revenue
Wholesale capacity services revenue increased $27.4 million (or 19%) in 2025. Wholesale capacity services revenue reflects revenue from the Customer under the Updated Services Agreements. The majority of the increase during 2025 related to the timing and amount of service fees associated with the reimbursement of network-related costs as well as for fees related to certain expanded services.
33
Commercial IoT service revenue increased $1.0 million (or 4%) in 2025 due to a 6% increase in average subscribers offset partially by a slight decrease in ARPU. Gross subscriber activations were up over 50% year over year, reaching a record high for annual gross activations since our Commercial IoT devices were first introduced. We expect activations to continue to increase in 2026 due to commercial sales of our recently-launched two-way reference design module.