gsat-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


☐			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						(I.R.S. Employer Identification No.)
Incorporation or Organization)

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

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 x 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 x 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.

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 is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of July 31, 2026, 129,563,390 shares of common stock were outstanding and 149,425 shares of preferred stock were outstanding.

FORM 10-Q

GLOBALSTAR, INC.

TABLE OF CONTENTS


		Page
PART I - FINANCIAL INFORMATION

	Cautionary Statement About Forward-Looking Statements	3

Item 1.	Financial Statements.	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	29

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	40

Item 4.	Controls and Procedures.	40

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	42

Item 1A.	Risk Factors.	42

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	44

Item 3.	Defaults Upon Senior Securities.	44

Item 4.	Mine Safety Disclosures.	44

Item 5.	Other Information.	44

Item 6.	Exhibits.	45

Signatures		46

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Certain statements contained in or incorporated by reference into this Quarterly Report on Form 10-Q (this "Report"), other than purely historical information, including, but not limited to, estimates, projections, or statements relating to the pending Mergers with Amazon (each as defined herein), 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 complete the Mergers on the anticipated terms and timing, or at all, including obtaining required regulatory approvals and the satisfaction of other conditions to the completion of the Mergers, potential litigation relating to the Mergers, including the effects of any outcomes related thereto, the risk that disruptions from the Mergers (such as the ability of certain of our customers to terminate or amend contracts upon a change of control, or to withhold consent to such change of control) will harm our business, including current plans and operations, our ability to retain and hire key personnel, the diversion of management’s time and attention from ordinary course business operations, potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Mergers, contractual provisions that may impact our ability to pursue certain business opportunities or strategic transactions during the pendency, and/or following the completion of, the Mergers, the occurrence of any event, change, or other circumstance that could give rise to the termination of the Mergers, including in circumstances requiring us to pay a termination fee under the Merger Agreement (as defined herein), our ability to meet our obligations to attain the anticipated benefits under the Updated Services Agreements (as defined herein) (including the impact of delays in the completion, delivery or launch of new satellites) and avoid the potential adjustment of the Merger Consideration (as defined herein) if we fail to meet certain milestones based on the Company's agreements with the Customer, 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, 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 (including the risk that our stock price may decline if the Mergers are not consummated) and other factors described in more detail in Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (the "SEC") on February 27, 2026 (the "2025 Annual Report"), as updated under “Risk Factors” in Part II, Item 1A of this Report and as may be further updated by subsequent filings with the SEC. 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.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

GLOBALSTAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share data)

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025
Revenue:
Service revenue	$	59,998	$	63,216	$	126,699	$	120,283
Subscriber equipment sales	4,774		3,932		8,137		6,897
Total revenue	64,772		67,148		134,836		127,180
Operating expenses:
Cost of services (exclusive of depreciation, amortization, and accretion shown separately below)	23,602		19,479		47,035		38,104
Cost of subscriber equipment sales	3,395		2,881		5,862		4,928

Marketing, general and administrative	23,025		9,683		37,853		21,272
Stock-based compensation	2,723		5,949		5,428		12,906
Reduction in the value and disposal of long-lived assets	—		—		64		7,038
Depreciation, amortization and accretion	16,802		23,010		35,199		45,287
Total operating expenses	69,547		61,002		131,441		129,535
(Loss) income from operations	(4,775)		6,146		3,395		(2,355)
Other income (expense):

Interest income and expense, net of amounts capitalized	(20,660)		(7,428)		(40,474)		(15,373)
Foreign currency (loss) gain	(1,376)		11,966		(2,997)		16,072
Gain on contingent interest feature within the 2024 Debt Repayment	4,181		—		4,181		—
Derivative gain and other income	—		6,697		44		6,284
Total other (expense) income	(17,855)		11,235		(39,246)		6,983
(Loss) income before income taxes	(22,630)		17,381		(35,851)		4,628
Income tax expense (benefit)	3,909		(1,827)		5,506		2,751
Net (loss) income	$	(26,539)	$	19,208	$	(41,357)	$	1,877

Other comprehensive income (loss):
Foreign currency translation adjustments	1,334		(7,577)		3,373		(10,422)
Comprehensive (loss) income	$	(25,205)	$	11,631	$	(37,984)	$	(8,545)

Net (loss) income attributable to common shareholders (Note 12)	(29,183)		16,564		(46,616)		(3,382)

Net (loss) income per common share:
Basic (1)	$	(0.23)	$	0.13	$	(0.36)	$	(0.03)
Diluted (1)	(0.23)		0.13		(0.36)		(0.03)
Weighted-average shares outstanding:
Basic (1)	129,122		126,614		128,771		126,545
Diluted (1)	129,122		127,854		128,771		126,545

(1)All historical share and per share amounts for the periods prior to the completion of the 1:15 reverse stock split on February 10, 2025 reflected in this Report have been adjusted to reflect the reverse stock split.

See accompanying notes to unaudited interim condensed consolidated financial statements.

GLOBALSTAR, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share data)

(Unaudited)


	June 30, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	409,771	$	447,471
Accounts receivable, net of allowance for credit losses of $1,390 and $1,468, respectively	20,529		19,976
Inventory	10,938		9,614
Prepaid expenses and other current assets	22,225		19,667
Total current assets	463,463		496,728
Property and equipment, net	1,543,330		1,305,458
Operating lease right of use assets, net	65,188		66,698
Prepaid network costs	227,090		198,375
Derivative asset	—		114,461
Intangible and other assets, net of accumulated amortization of $15,747 and $12,511, respectively	145,741		144,545
Total assets	$	2,444,812	$	2,326,265
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	51,400	$	31,835
Accounts payable and accrued expenses	120,843		56,022
Accrued network construction costs	71,131		55,218
Payables to affiliates	353		391
Deferred revenue, net	56,179		62,020
Total current liabilities	299,906		205,486
Long-term debt	307,389		451,953
Operating lease liabilities	53,009		54,549
Deferred revenue, net	1,029,366		806,930
Other non-current liabilities	462,529		451,618
Total non-current liabilities	1,852,293		1,765,050

Total liabilities	2,152,199		1,970,536

Commitments and contingencies (Note 10)

Stockholders’ equity:

Series A Perpetual Preferred Stock of $0.0001 par value; 300,000 shares authorized and 149,425 issued and outstanding at June 30, 2026 and December 31, 2025, respectively	—		—
Voting Common Stock of $0.0001 par value; 143,333,334 shares authorized; 129,562,435 and 128,050,400 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively	13		13
Additional paid-in capital	2,492,511		2,489,227
Accumulated other comprehensive income	6,659		3,286
Retained deficit	(2,206,570)		(2,136,797)
Total stockholders’ equity	292,613		355,729
Total liabilities and stockholders’ equity	$	2,444,812	$	2,326,265

See accompanying notes to unaudited interim condensed consolidated financial statements.

GLOBALSTAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands)

(Unaudited)


	Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Deficit		Total
	Shares	Amount		Shares	Amount
Balances – January 1, 2026	149	$	—	128,050	$	13	$	2,489,227	$	3,286	$	(2,136,797)	$	355,729
Cumulative effect of adoption of ASU 2025-07 (1)	—	—		—	—		—		—		(28,416)		(28,416)
Balances (as adjusted to reflect the adoption of ASU 2025-07) – January 1, 2026 (1) (2)	149	$	—	128,050	$	13	$	2,489,227	$	3,286	$	(2,165,213)	$	327,313
Net issuance of restricted stock awards and stock for employee stock options and recognition of stock-based compensation	—	—		541	—		5,086		—		—		5,086
Series A Preferred Dividends	—	—		—	—		(2,615)		—		—		(2,615)
Other		—		—	—		(3)		—		—		(3)
Other comprehensive income	—	—		—	—		—		2,039		—		2,039
Net loss (as reported)	—	—		—	—		—		—		(17,420)		(17,420)
Impact of adoption of ASU 2025-07 on net loss (1) (2)	—	—		—	—		—		—		2,602		2,602
Balances – March 31, 2026 (2)	149	$	—	128,591	$	13	$	2,491,695	$	5,325	$	(2,180,031)	$	317,002
Net issuance of restricted stock awards, stock for employee stock options and stock for employee stock purchase plan and recognition of stock-based compensation	—	—		971	—		3,460		—		—		3,460
Series A Preferred Stock Dividends	—	—		—	—		(2,644)		—		—		(2,644)
Other comprehensive income	—	—		—	—		—		1,334		—		1,334
Net loss	—	—		—	—		—		—		(26,539)		(26,539)
Balances – June 30, 2026	149	$	—	129,562	$	13	$	2,492,511	$	6,659	$	(2,206,570)	$	292,613

(1) Refer to Note 8: Derivatives for further discussion of the adoption of ASU 2025-07 as of January 1, 2026.

(2) Balances reflect the impact of the adoption of ASU 2025-07 during the quarter ended June 30, 2026, effective January 1, 2026.


	Preferred Stock			Common Stock (1)			Additional Paid-In Capital (1)		Accumulated Other Comprehensive Income (Loss)		Retained Deficit		Total
	Shares	Amount		Shares	Amount
Balances – January 1, 2025	149	$	—	126,425	$	13	$	2,473,564	$	13,452	$	(2,128,146)	$	358,883
Net issuance of restricted stock awards and stock for employee stock options and recognition of stock-based compensation	—	—		154	—		8,220		—		—		8,220
Series A Preferred Dividends	—	—		—	—		(2,615)		—		—		(2,615)
Other	—	—		—	—		32		—		—		32
Other comprehensive loss	—	—		—	—		—		(2,845)		—		(2,845)
Net loss	—	—		—	—		—		—		(17,331)		(17,331)
Balances – March 31, 2025	149	$	—	126,579	$	13	$	2,479,201	$	10,607	$	(2,145,477)	$	344,344
Net issuance of restricted stock awards, stock for employee stock options and stock for employee stock purchase plan and recognition of stock-based compensation	—	—		90	—		6,626		—		—		6,626
Series A Preferred Stock Dividends	—	—		—	—		(2,644)		—		—		(2,644)

Other	—	—		—	—		923		—		—		923
Other comprehensive loss	—	—		—	—		—		(7,577)		—		(7,577)