10-K – 2026-02-27 – gsat-20251231.htm

The Company's NOL carryforwards for income tax reporting purposes in Canada would largely offset the expected final income tax settlement after appeal. Additionally, withholding tax, penalties and interest have been and are expected to be assessed for audit periods under examination. The Company expects that any assessed withholding tax and penalties will be refunded at the end of the audit process; however, interest assessed on the withholding tax is not recoverable.

As a result of these audits, during 2025, the Company recorded $ 0.1  million of expense for uncertain tax positions associated with interest on withholding tax. As of December 31, 2025, the Company recorded $ 6.4  million in long-term tax receivables and $ 1.6  million in long-term uncertain tax position liabilities on its consolidated balance sheet associated with potential taxes, penalties and interest.

Other  

The tax related to global intangible low-taxed income ("GILTI") is a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The Company records GILTI tax in the period in which it is incurred and therefore has not provided any deferred tax impacts of GILTI in its consolidated financial statements for the years ended December 31, 2025 and 2024.

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As of December 31, 2025 and 2024, the Company recorded a value added tax ("VAT") recoverable, of which the short term portion is included in prepaid and other current assets on its consolidated balance sheet totaling $ 2.0 million and $ 2.5  million, respectively, and the long-term portion is included in intangible and other assets, net, on its consolidated balance sheet totaling $ 3.0  million and $ 1.8  million, respectively. This VAT recoverable is related primarily to certain payments for the purchase and importation of gateway equipment in various international jurisdictions in connection with the Company's network upgrade work.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The legislation did not have a material impact on the Company's effective tax rate or consolidated financial statements for the year ended December 31, 2025. However, certain provisions of the OBBBA become effective for tax years beginning after December 31, 2025, and the Company is continuing to evaluate the impact of these provisions on its future consolidated financial statements.

14. LOSS PER SHARE

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 Stock for further discussion.

Year ended December 31,
2025 2024 2023
Numerator:

Net loss $ ( 8,651 ) $ ( 63,164 ) $ ( 24,718 )
Effect of Series A Preferred Stock dividends ( 10,605 ) ( 10,634 ) ( 10,605 )
Net loss attributable to common shareholders $ ( 19,256 ) $ ( 73,798 ) $ ( 35,323 )

Denominator:

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

Net loss per common share:
Basic $ ( 0.15 ) $ ( 0.59 ) $ ( 0.29 )
Diluted $ ( 0.15 ) $ ( 0.59 ) $ ( 0.29 )

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

Included in these shares for all periods presented is a portion of the outstanding equity awards under the Equity Plan (as defined herein) (refer to Note 15: Stock Compensation for further discussion of amounts unvested and outstanding under the Equity Plan). Also included is 3.3  million shares that may be purchased by the Customer pursuant to the warrants issued under the Service Agreements in 2022 based on the treasury stock method. During 2023, the right to purchase 0.3  million shares of common stock vested pursuant to the warrant issued to Thermo for its guarantee of the 2023 Funding Agreement. For 2025, a portion of these shares are included in potentially dilutive shares based on the treasury stock method; for 2024 and 2023, none of these shares are included in the potentially dilutive securities for the applicable periods presented because the exercise price of the warrants exceeded the average market price of Globalstar common stock during the periods.

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Excluded from the amounts above are an additional 0.3  million shares that may be purchased by Thermo pursuant to the warrant issued in connection with its guarantee of the 2023 Funding Agreement; the right to purchase these shares vests only if Thermo advances aggregate funds of $ 25.0  million or more to the Company or a permitted third party pursuant to the terms of Thermo's guarantee. Also excluded are unvested PSUs (as defined herein) that are subject to market and performance conditions as the condition for achievement was not met. The total unvested PSUs as of December 31, 2025 totaled 2.1  million shares.

15. STOCK COMPENSATION

Share-Based Payment Arrangements with Employees

The Company’s 2006 Equity Incentive Plan, as amended and restated (“Equity Plan”), provides for the grant of long-term incentives to the Company’s key employees, including officers, directors, consultants and advisers (“Eligible Participants”), and is designed to align stockholder and employee interests. Under the Equity Plan, the Company may grant incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock units, and other stock-based awards or any combination thereof to Eligible Participants. The Compensation Committee of the Board establishes the terms and conditions of any awards granted under the plans. At the time of grant, the Company takes into consideration the timing of the stock-based award and evaluates for conditions that could result in the award to be considered spring loaded. The number of shares have been restated to reflect the 1:15 reverse stock split effectuated on February 10, 2025. All historical share and per share amounts reflected in this Report have been retrospectively restated to reflect the change in capital structure for the periods prior to the completion of the reverse stock split, as applicable. Refer to Note 17: Common Stock for further discussion.

In October 2025, the Compensation Committee of the Board approved the ability of recipients to defer payout of performance-based restricted stock unit awards granted pursuant to the Equity Plan. As of December 31, 2025, receipt of approximately 941,358 shares have been deferred pursuant to the Equity Plan; the deferred amount reflects fully vested shares to be issued, which are included in basic earnings per share as the issuance of the shares is no longer subject to a contingency.

As of December 31, 2025, the number of shares of common stock that was authorized and remained available for issuance under the Equity Plan was 4.4  million. During 2025, the number of authorized shares available for issuance increased 2.5  million shares, which was approved by the Company's Board in 2024 in accordance with the annual increase provision set forth in the Equity Plan.
 
Restricted Awards
 
Grants of restricted awards (including restricted stock and restricted stock units) have varying vesting criteria, including immediate, one year from the grant date, in equal annual installments (generally over three years ) or based on performance criteria. Non-vested restricted awards are generally forfeited upon the termination of employment. Holders of restricted stock are entitled to all rights of a stockholder of the Company with respect to the awards, including the right to vote the shares and receive any dividends or other distributions. Compensation expense associated with restricted awards is measured based on the grant date fair value of the common stock and is recognized on a straight line basis over the vesting period. The table below summarizes the weighted average grant date fair value of restricted awards for the indicated periods:  

  Year Ended December 31,
  2025 2024 2023
Weighted average grant date fair value $ 33.55   $ 24.11   $ 20.40  

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

Shares Weighted Average
Grant Date
Fair Value
Nonvested at January 1, 2025
438,101   $ 24.96  
Granted 321,084   33.55  
Vested ( 497,940 ) 26.57  
Forfeited ( 17,804 ) 24.40  
Nonvested at December 31, 2025
243,441   $ 33.04  

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For the years ended December 31, 2025, 2024 and 2023, the Company recognized $ 11.1  million, $ 11.6  million and $ 13.1  million, respectively, of compensation expense related to restricted awards. The total fair value, as calculated on the day of vesting, of restricted awards that vested during 2025, 2024 and 2023 was $ 23.2  million, $ 13.1 million, and $ 11.6 million, respectively. As of December 31, 2025, unrecognized compensation expense related to unvested restricted awards outstanding was approximately $ 6.4  million to be recognized over a weighted-average period of 1.5 years.

Performance-Based Restricted Stock Units (PSUs)

Grants of PSUs may contain either a market condition or a performance condition. All of the Company's outstanding market-conditioned PSUs vest upon the Company's common stock trading at various price levels throughout the performance period. Market-conditioned PSUs are valued using a Monte Carlo simulation model. The Company has also granted performance-conditioned PSUs that vest upon the achievement of internal sales targets and/or project milestones during the performance period. Performance-conditioned PSUs are valued using the stock price on the grant date. All of the outstanding market-conditioned PSUs and performance-conditioned PSUs may be earned over a four-year performance period from the grant date.

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

Shares Weighted Average
Grant Date
Fair Value
Nonvested at January 1, 2025
3,121,284   $ 13.31  
Granted 145,404   16.46  
Vested ( 1,214,600 ) 15.38  
Nonvested at December 31, 2025
2,052,088   $ 12.31  

For the year ended December 31, 2025, 2024 and 2023, the Company recognized $ 11.2  million, $ 23.5  million and $ 6.7  million, respectively, of compensation cost related to these awards. The total fair value, as calculated on the day of vesting, of PSUs that vested during 2025 was $ 67.7  million. No PSUs vested during 2024 and 2023. As of December 31, 2025, unrecognized compensation expense related to unvested PSUs was approximately $ 1.8  million to be recognized over a weighted-average derived service period of 2.0 years. No PSUs expired or were forfeited during 2025.

During 2025, the Company granted market-conditioned PSUs in each of March and May with a fair value of $ 1.1  million and $ 0.5  million, respectively, which will be recognized over the derived service period, estimated to be 2.0 years and 2.2 years, respectively. The Monte Carlo simulation was computed using the following assumptions:

Shares Granted
Risk-Free Interest Rate
Stock Price Volatility
Market Price of Common Stock

March 2025 PSUs
66,667 4.05   % 70.00   % $ 22.52  
May 2025 PSUs
39,368 4.03   % 70.00   % $ 19.05  

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

Key Employee Bonus Plan

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.

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16. SEGMENT REPORTING

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 income (loss) as the measure of profit or loss to assess performance and allocate resources. Dr. Jacobs does not review total assets. Dr. Jacobs reviews revenue and certain operating expenses to determine resource allocations. Revenue is reviewed at a disaggregated level, consistent with the Company’s disclosures in Note 3: Revenue. Expenses are reviewed by the nature of the cost (Cost of Services, Marketing, General and Administrative and Cost of Subscriber Equipment Sales), consistent with the Company’s presentation on its Consolidated Statements of Operations. Other operating segment expenses may include stock-based compensation, depreciation, amortization and accretion, the reduction in the value of assets and inventory, interest income and expense, foreign currency gains and losses, gains and losses on extinguishment of debt as well as other smaller items.

17. COMMON STOCK

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

Effective following the close of trading on February 10, 2025, the Company voluntarily withdrew the listing of its common stock from the NYSE American, effected a reverse stock split at a ratio of 1 to 15 shares of its common stock and amended its certificate of incorporation to reduce the number of authorized shares of common stock that it may issue from 2,150,000,000 shares to 143,333,334 shares of common stock. Effective at the start of trading on February 11, 2025, the Company's common stock began trading on a post-split basis under the symbol “GSAT” on the Nasdaq Stock Market LLC. Upon the effectiveness of the reverse stock split, the number of shares of the Company's common stock outstanding was reduced from 1,896,635,805 to 126,442,583 .

No fractional shares were issued as a result of the reverse stock split and it did not impact the par value of the Company's common stock. Any fractional shares that would otherwise have resulted from the reverse stock split were rounded up to the next whole share at the DTC participant level, except that any fractional shares resulting from the reverse stock split for any outstanding awards adjustments pursuant to the terms and conditions of the Company's 2006 Equity Incentive Plan and the award or agreement governing such awards were rounded down to the next whole share. Neither the reverse stock split nor the related amendments to the Company's certificate of incorporation had any impact on the number of shares of preferred stock it is authorized to issue under its certificate of incorporation or the number of issued and outstanding shares of its Series A Preferred Stock.

All shares of 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 effect of the reverse stock split and related amendments to our certificate of incorporation.

87

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
Not applicable.
 

Item 9A. Controls and Procedures

(a) Evaluation of disclosure controls and procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of December 31, 2025, the end of the period covered by this Report. This evaluation was based on the guidelines established in Internal Control - Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
 
Based on this evaluation, each of our Principal Executive Officer and Principal Financial Officer concluded that as of December 31, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
 
We believe that the Consolidated Financial Statements included in this Report fairly present, in all material respects, our consolidated financial position and results of operations as of and for the year ended December 31, 2025.
 
(b) Changes in internal control over financial reporting

As of December 31, 2025, our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated our internal control over financial reporting. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that no changes in our internal control over financial reporting occurred during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
Management's Annual Report on Internal Control over Financial Reporting
 
Management of the Company, including our Principal Executive Officer and Principal Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. The Company's internal controls were designed to provide reasonable assurance as to the reliability of our financial reporting and the preparation and presentation of the Consolidated Financial Statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
 
The Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the criteria in Internal Control - Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Through this evaluation, management did not identify any material weakness in the Company's internal control over financial reporting. There are inherent limitations in the effectiveness of any system of internal control over financial reporting; however, based on the evaluation, management has concluded the Company's internal control over financial reporting was effective as of December 31, 2025.
 
The Company’s internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which appears herein.
88

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Item 9B. Other Information
 
Rule 10b5-1 Trading Plans

During the fiscal quarter ended December 31, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company's securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (each, a “10b5-1 Plan”) or any non-Rule 10b5-1 trading arrangement.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance
 
The Company has an insider trading policy applicable to all directors, officers, employees, consultants and agents. The policy prohibits such persons from, among other things, engaging in transactions involving the purchase or sale of the Company’s securities while having access to material nonpublic information. The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company. A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Report.

The remainder of the information required by this item is incorporated by reference from the applicable information set forth in "Executive Officers," "Election of Directors," "Information about the Board of Directors and its Committees," and "Security Ownership of Directors and Executive Officers - Section 16(a) Beneficial Ownership Reporting Requirements" which will be included in our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC, and Part I, Item 1. Business - Additional Information in this Report.

Item 11. Executive Compensation
 
The information required by this item is incorporated by reference from the applicable information set forth in "Compensation of Executive Officers", "Compensation of Directors" and "2025 Pay Ratio" which will be included in our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC.
 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The information required by this item is incorporated by reference from the applicable information set forth in "Security Ownership of Principal Stockholders and Management" and "Equity Compensation Plan Information" which will be included in our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC.
  

Item 13. Certain Relationships and Related Transactions, and Director Independence
 
The information required by this item is incorporated by reference from the applicable information set forth in "Other Information - Related Person Transactions" and "Information about the Board of Directors and its Committees" which will be included in our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC.
 
89

Item 14. Principal Accountant Fees and Services
 
The information required by this item is incorporated by reference from the applicable information set forth in "Other Information - Globalstar's Independent Registered Accounting Firm" which will be included in our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC.
 
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PART IV
 

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Report:

(1) Financial Statements and Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm
Consolidated balance sheets at December 31, 2025 and 2024

Consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023

Consolidated statements of comprehensive income (loss) for the years ended December 31, 2025, 2024 and 2023

Consolidated statements of stockholders’ equity for the years ended December 31, 2025, 2024 and 2023

Consolidated statements of cash flows for the years ended December 31, 2025, 2024 and 2023

Notes to Consolidated Financial Statements

 
(2) Financial Statement Schedules

All schedules are omitted because they are not applicable or the required information is in the financial statements or notes thereto.

(3) Exhibits

See Exhibit Index

    

91

Item 16. Form 10-K Summary

None.

92

EXHIBIT INDEX  

Exhibit 
Number Description

3.1*
Composite Certificate of Incorporation of Globalstar, Inc. (Exhibit 3.1 to Form 10-Q filed on August 7, 2025)

3.2* Sixth Amended and Restated Bylaws of Globalstar, Inc. (Exhibit 3.2 to Form 10-Q filed on May 8, 2025)

3.3* Certificate of Designation filed November 15, 2022 (Exhibit 3.1 to Form 8-K filed on November 16, 2022)

4.1
Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

4.2
S pecimen Common Stock Certificate of Globalstar, Inc.

10.1*
Settlement Agreement dated December 14, 2018 (Exhibit 10.1 to form 8-K filed December 17, 2018)

10.2*
Lease Agreement by and between Globalstar, Inc. and Thermo Covington, LLC dated February 1, 2019 (Exhibit 10.1 to Form 10-Q filed May 2, 2019)

10.3#
Form of Indemnification Agreement between Globalstar, Inc. and its Directors

10.4*#
Third Amended and Restated Globalstar, Inc. 2006 Equity Incentive Plan (Appendix A to Definitive Proxy Statement filed April 16, 2019)

10.5*#
Amended and Restated Employee Stock Purchase Plan (Appendix B to Definitive Proxy Statement filed April 16, 2019)

10.6*#
Form of Notice of Grant and Restricted Stock Agreement under the Globalstar, Inc. 2006 Equity Incentive Plan (Exhibit 10.29 to Form 10-K filed March 17, 2008)

10.7#
F orm of Notice of Grant and Rest ricted Stock Agreement under the Globalstar, Inc. 2006 Equity Incentive Plan effective February 24, 2026

10.8*#
Form of Non-Qualified Stock Option Award Agreement for Members of the Board of Directors under the Globalstar, Inc. 2006 Equity Incentive Plan (Exhibit 10.1 to Form 8-K filed November 20, 2008)

10.9#
Form of Notice of Grant of Non-Qualified Stock Option Award for Members of the Board of Directors under the Globalstar, Inc. 2006 Equity Incentive Plan

10.10#
Form of Notice of Grant and Non-Qualified Stock Option Award Agreement for Members of the Board of Directors under the Globalstar, Inc. 2006 Equity Incentive Plan effective February 24, 2026

10.11††#
2 0 25 Key Employee Bonus Plan

10.12*††
Satellite Procurement Agreement dated February 21, 2022 between Globalstar, Inc. and Macdonald, Dettwiler and Associates Corporation (Exhibit 10.1 to Form 10-Q filed May 5, 2022)

10.13*††
Exchange Agreement dated November 15, 2022 (Exhibit 10.1 to Form 8-K filed November 16, 2022)

10.14*
Purchase Agreement, dated March 28, 2023, by and among Globalstar, Inc., the Subsidiary Guarantors party thereto and the Purchasers party thereto (Exhibit 10.1 to Form 8-K filed March 29, 2023)

10.15*
Indenture (including form of Note) dated March 31, 2023, by and among Globalstar, Inc., the Subsidiary Guarantors party thereto and Wilmington Trust, National Association (Exhibit 10.1 to Form 8-K filed April 6, 2023)

10.16*††
Collateral Agreement dated April 6, 2023 by and among Globalstar, Inc. the grantors and guarantors party thereto and Customer (Exhibit 10.2 to Form 8-K filed April 6, 2023)

10.17*††
Amended and Restated Prepayment Agreement dated May 19, 2021 (Exhibit 10.1 to Form 10-Q filed August 5, 2021)

10.18*††
2023 Prepayment Agreement (Exhibit 10.6 to Form 10-Q filed May 5, 2023)

10.19*††
Amendment No. 2 to 2023 Prepayment Agreement by and between Globalstar, Inc. and Customer dated as of November 5, 2024 (Exhibit 10.20 to Form 10-K filed February 28, 2025)

10.20*††
2024 Prepayment Agreement by and between Globalstar, Inc. and Customer dated as of November 5, 2024 (Exhibit 10.21 to Form 10-K filed February 28, 2025)

10.21*††
Conformed Copy of Key Terms Agreement reflecting amendments through September 7, 2022 (Exhibit 10.1 to Form 8-K filed September 7, 2022)

10.22*††
Amendment No. 4 to the Key Terms Agreement (Exhibit 10.7 to Form 10-Q filed May 5, 2023)

93

10.23*††
Amendment No. 5 to the Key Terms Agreement between Customer and Globalstar dated November 5, 2024 (Exhibit 10.24 to Form 10-K filed February 28, 2025)

10.24*††
Statement of Work by and between Customer Parent and Globalstar, Inc. dated as of November 5, 2024 (Exhibit 10.25 to Form 10-K filed February 28, 2025)

10.25*††#
Amended and Restated Employment Agreement dated January 24, 2024 by and between Globalstar, Inc. and Paul Jacobs (Exhibit 10.24 to Form 10-K filed February 29, 2024)

10.26*††
Guaranty dated as of December 7, 2023 made by Thermo Funding II, LLC (Exhibit 10.25 to Form 10-K filed February 29, 2024)

10.27*
Amended Guaranty Agreement dated as of May 20, 2025 made by Thermo Funding II, LLC (Exhibit 10.1 to Form 10-Q filed August 7, 2025)

10.28*
Common Stock Purchase Warrant between Thermo Funding II, LLC and Globalstar, Inc. dated December 7, 2023 (Exhibit 10.26 to Form 10-K filed February 29, 2024)

10.29*††
Second Forbearance Agreement among Globalstar, Inc., Macdonald, Dettwiler and Associates Corporation and Rocket Lab USA, Inc. dated January 31, 2023 (Exhibit 10.30 to Form 10-K filed March 1, 2023)

10.30*††
Purchase Agreement by and among Globalstar, Inc., Globalstar Licensee LLC and Customer Parent dated as of October 29, 2024 (Exhibit 10.33 to Form 10-K filed February 28, 2025)

10.31*††
Contribution Agreement by and among Globalstar, Inc., GCL Licensee LLC and Globalstar Licensee LLC dated as of November 5, 2024 (Exhibit 10.34 to Form 10-K filed February 28, 2025)

10.32*††
Second Amended and Restated Limited Liability Company Agreement for Globalstar Licensee LLC by and among Globalstar, Inc. and Customer Parent dated as of November 5, 2024 (Exhibit 10.35 to Form 10-K filed February 28, 2025)

10.33*††
First Amendment to Guarantee and Collateral Agreement by and among Globalstar, Inc., the other Guarantors signatory hereto, and Customer dated as of November 5, 2024 (Exhibit 10.36 to Form 10-K filed February 28, 2025)

19.1*
Globalstar, Inc. Insider Trading Policy (Exhibit 19.1 to Form 10-K filed February 28, 2025)

21.1 Subsidiaries of Globalstar, Inc.

23.1 Consent of Ernst & Young LLP

24.1 Power of Attorney (included as part of page titled "Signatures")

31.1 Section 302 Certification of Principal Executive Officer of Globalstar, Inc.

31.2 Section 302 Certification of Principal Financial Officer of Globalstar, Inc.

32.1 Section 906 Certification of Principal Executive Officer of Globalstar, Inc.

32.2 Section 906 Certification of Principal Financial Officer of Globalstar, Inc.

97.1*
Globalstar, Inc. Executive Compensation Clawback Policy (Exhibit 97.1 to Form 10-K filed February 28, 2025)

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

* Incorporated by reference.

†† Portions of the exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K.

#
Management contract or compensatory plan or arrangement.

94

SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 

    GLOBALSTAR, INC.
     
  By: /s/ Dr. Paul E. Jacobs

Date: February 27, 2026   Dr. Paul E. Jacobs

    Chief Executive Officer

 
POWER OF ATTORNEY
 
KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Paul E. Jacobs and Rebecca S. Clary, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 27, 2026.
 

Signature   Title
     
/s/ Dr. Paul E. Jacobs
  Chief Executive Officer
Dr. Paul E. Jacobs
  (Principal Executive Officer)

/s/ Rebecca S. Clary   Chief Financial Officer
Rebecca S. Clary   (Principal Financial and Accounting Officer)

/s/ James Monroe III    
James Monroe III   Director 

/s/ William A. Hasler    
William A. Hasler   Director 

/s/ James F. Lynch    
James F. Lynch   Director 

/s/ Keith O. Cowan    
Keith O. Cowan   Director 

/s/ Benjamin G. Wolff    
Benjamin G. Wolff   Director 

/s/ Timothy E. Taylor    
Timothy E. Taylor   Director 

 
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