ThZeal - The Zeal

gsat-20250930

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 September 30, 2025


☐			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

☐

(Do not check if a 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 in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of October 31, 2025, 126,838,414 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.	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	34

Item 4.	Controls and Procedures.	34

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	35

Item 1A.	Risk Factors.	35

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	35

Item 3.	Defaults Upon Senior Securities.	35

Item 4.	Mine Safety Disclosures.	35

Item 5.	Other Information.	35

Item 6.	Exhibits.	35

Signatures		36

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, 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 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 anticipated benefits under the Updated Services Agreements (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, change 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 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 a diverse and fluid array of complex 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, the effects of our reverse stock split and Nasdaq listing, business interruptions due to natural disasters, unexpected events or public health crises 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, 2024, as filed with the Securities and Exchange Commission (the "SEC") on February 28, 2025 (the "2024 Annual Report"). 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				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Revenue:
Service revenue	$	69,635	$	68,908	$	189,918	$	180,008
Subscriber equipment sales	4,210		3,399		11,107		9,164
Total revenue	73,845		72,307		201,025		189,172
Operating expenses:
Cost of services (exclusive of depreciation, amortization, and accretion shown separately below)	22,206		19,185		60,310		54,058
Cost of subscriber equipment sales	3,422		2,515		8,350		6,739

Marketing, general and administrative	11,347		10,439		32,619		31,438
Stock-based compensation	4,906		8,254		17,812		26,645
Reduction in the value and disposal of long-lived assets	115		231		7,153		536
Depreciation, amortization and accretion	21,693		22,249		66,980		66,456
Total operating expenses	63,689		62,873		193,224		185,872
Income from operations	10,156		9,434		7,801		3,300
Other income (expense):

Interest income and expense, net of amounts capitalized	(11,029)		(2,872)		(26,402)		(10,301)
Foreign currency (loss) gain	(588)		4,918		15,484		(3,417)
Derivative and other	3,651		186		9,935		(605)
Total other (expense) income	(7,966)		2,232		(983)		(14,323)
Income (loss) before income taxes	2,190		11,666		6,818		(11,023)
Income tax expense	1,100		1,732		3,851		1,922
Net income (loss)	$	1,090	$	9,934	$	2,967	$	(12,945)

Other comprehensive income (loss):
Foreign currency translation adjustments	1,009		(3,775)		(9,413)		482
Comprehensive income (loss)	$	2,099	$	6,159	$	(6,446)	$	(12,463)

Net (loss) income attributable to common shareholders (Note 11)	(1,583)		7,261		(4,965)		(20,906)

Net (loss) income per common share:
Basic (1)	$	(0.01)	$	0.06	$	(0.04)	$	(0.17)
Diluted (1)	(0.01)		0.06		(0.04)		(0.17)
Weighted-average shares outstanding:
Basic (1)	126,688		126,150		126,593		125,758
Diluted (1)	126,688		127,337		126,593		125,758

(1) The number of shares as of September 30, 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 13: Common Stock.

See accompanying notes to unaudited interim condensed consolidated financial statements.

GLOBALSTAR, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share data)

(Unaudited)


	September 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	346,293	$	391,164
Accounts receivable, net of allowance for credit losses of $1,342 and $1,504, respectively	25,972		26,952
Inventory	11,425		10,741
Prepaid expenses and other current assets	17,298		18,714
Total current assets	400,988		447,571
Property and equipment, net	1,209,282		673,632
Operating lease right of use assets, net	67,416		31,835
Prepaid network costs	220,607		312,342
Derivative asset	120,765		108,799
Intangible and other assets, net of accumulated amortization of $11,353 and $7,625, respectively	143,292		136,058
Total assets	$	2,162,350	$	1,710,237
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	23,503	$	34,600
Accounts payable and accrued expenses	45,202		29,677
Accrued network construction costs	27,931		15,613
Payables to affiliates	175		394
Deferred revenue, net	61,574		61,201
Total current liabilities	158,385		141,485
Long-term debt	485,081		476,822
Operating lease liabilities	56,166		26,256
Deferred revenue, net	672,827		288,171
Other non-current liabilities	425,066		418,620
Total non-current liabilities	1,639,140		1,209,869

Total liabilities	1,797,525		1,351,354

Commitments and contingencies (Note 9)

Stockholders’ equity:

Series A Perpetual Preferred Stock of $0.0001 par value; 300,000 shares authorized and 149,425 issued and outstanding at September 30, 2025 and December 31, 2024, respectively	—		—
Voting Common Stock of $0.0001 par value; 143,333,334 shares authorized; 126,821,483 and 126,424,799 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively (1)	13		13
Additional paid-in capital (1)	2,485,952		2,473,564
Accumulated other comprehensive income	4,039		13,452
Retained deficit	(2,125,179)		(2,128,146)
Total stockholders’ equity	364,825		358,883
Total liabilities and stockholders’ equity	$	2,162,350	$	1,710,237

(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 13: Common Stock.

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 (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 employee stock options and recognition of stock-based compensation	—	—		154	—		8,220		—		—		8,220
Series A Preferred Stock 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)
Net income	—	—		—	—		—		—		19,208		19,208
Balances – June 30, 2025	149	$	—	126,669	$	13	$	2,484,106	$	3,030	$	(2,126,269)	$	360,880
Net issuance of restricted stock awards and stock for employee stock options and recognition of stock-based compensation	—	—		152	—		4,538		—		—		4,538
Series A Preferred Stock Dividends	—	—		—	—		(2,673)		—		—		(2,673)
Other	—	—		—	—		(19)		—		—		(19)
Other comprehensive income	—	—		—	—		—		1,009		—		1,009
Net income	—	—		—	—		—		—		1,090		1,090
Balances – September 30, 2025	149	$	—	126,821	$	13	$	2,485,952	$	4,039	$	(2,125,179)	$	364,825


	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, 2024	149	$	—	125,413	$	13	$	2,438,878	$	5,070	$	(2,064,982)	$	378,979
Net issuance of restricted stock awards and stock for employee stock options and recognition of stock-based compensation	—	—		183	—		11,794		—		—		11,794
Series A Preferred Stock Dividends	—	—		—	—		(2,644)		—		—		(2,644)
Other	—	—		—	—		(272)		—		—		(272)
Other comprehensive income	—	—		—	—		—		2,393		—		2,393
Net loss	—	—		—	—		—		—		(13,196)		(13,196)
Balances – March 31, 2024	149	$	—	125,596	$	13	$	2,447,756	$	7,463	$	(2,078,178)	$	377,054
Net issuance of restricted stock awards, stock for employee stock options and stock for employee stock purchase plan and recognition of stock-based compensation	—	—		38	—		8,844		—		—		8,844
Series A Preferred Stock Dividends	—	—		—	—		(2,644)		—		—		(2,644)
Issuance of stock in connection with License Agreement with XCOM	—	—		510	—		7,500		—		—		7,500
Other	—	—		—	—		40		—		—		40
Other comprehensive income	—	—		—	—		—		1,864		—		1,864
Net loss	—	—		—	—		—		—		(9,683)		(9,683)
Balances – June 30, 2024	149	$	—	126,144	$	13	$	2,461,496	$	9,327	$	(2,087,861)	$	382,975
Net issuance of restricted stock awards and stock for employee stock options and recognition of stock-based compensation	—	—		13			7,566		—		—		7,566
Series A Preferred Stock Dividends	—	—		—	—		(2,673)		—		—		(2,673)
Other	—	—		—	—		66		—		—		66
Other comprehensive loss	—	—		—	—		—		(3,775)		—		(3,775)
Net income	—	—		—	—		—		—		9,934		9,934
Balances – September 30, 2024	149	$	—	126,157	$	13	$	2,466,455	$	5,552	$	(2,077,927)	$	394,093

(1) The number of shares have been restated to reflect the 1:15 reverse stock split effectuated on February 10, 2025. All historical share and per share amounts 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 13: Common Stock.

See accompanying notes to unaudited interim condensed consolidated financial statements.

GLOBALSTAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended
	September 30, 2025		September 30, 2024
Cash flows provided by operating activities:
Net income (loss)	$	2,967	$	(12,945)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion	66,980		66,456
Stock-based compensation expense	17,812		26,645
Noncash interest and accretion expense	30,681		6,422
Unrealized foreign currency (gain) loss	(15,621)		3,441
Reduction in the value and disposal of long-lived assets and inventory	7,153		571

Other, net	(9,227)		3,141
Changes in operating assets and liabilities:
Accounts receivable	1,730		8,283
Inventory, prepaid expenses and other assets	(780)		4,132
Accounts payable and accrued expenses	6,564		(1,888)
Other non-current liabilities	(2,660)		2,924
Deferred revenue	340,163		(8,647)
Net cash provided by operating activities	445,762		98,535
Cash flows used in investing activities:
Payments for network upgrades to support the Phase 1 and Phase 2 Service Period	(94,263)		(91,753)
Payments for network upgrades to support the Extended MSS Network	(383,392)		—
Payments of capitalized interest	—		(8,592)
Payments for network upgrades to support product development	(4,240)		(5,648)
Purchase of intangible assets	(3,990)		(1,726)
Net cash used in investing activities	(485,885)		(107,719)
Cash flows (used in) provided by financing activities:
Proceeds from 2023 Funding Agreement	27,147		37,747
Principal payment of 2021 Funding Agreement	(25,950)		(25,950)
Dividends paid on Series A Preferred Stock	(7,932)		(7,961)
Proceeds from issuance of common stock and exercise of options and other	651		1,078
Net cash (used in) provided by financing activities	(6,084)		4,914
Effect of exchange rate changes on cash and cash equivalents	1,336		(558)
Net decrease in cash and cash equivalents	(44,871)		(4,828)
Cash and cash equivalents, beginning of period	391,164		56,744
Cash and cash equivalents, end of period (1)	$	346,293	$	51,916


	Nine Months Ended
	September 30, 2025		September 30, 2024
Supplemental disclosure of cash flow information:
Cash paid for interest	$	—	$	13,605

Supplemental disclosure of non-cash financing and investing activities:
Network construction assets included in accrued expenses	$	27,931	$	1,015
Fair value of common stock issued for XCOM SSA	—		7,500
Construction in progress assets acquired through XCOM SSA	1,810		4,250

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

See accompanying notes to unaudited interim condensed consolidated financial statements.

GLOBALSTAR, INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

Through its global satellite network, Globalstar, Inc. (“Globalstar” or the “Company”) provides Mobile Satellite Services (“MSS”) including voice and data communications services to retail, business and governmental customers as well as wholesale capacity services. The Company’s only reportable segment is its MSS business. Thermo Companies, through commonly controlled affiliates (collectively, “Thermo”), is the principal owner and largest stockholder of Globalstar. The Executive Chairman of the Company's Board of Directors (the "Board") controls Thermo.

The Company has prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”); however, management believes the disclosures made are adequate to make the information presented in this Report not misleading. These financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 28, 2025 (the “2024 Annual Report”).

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from estimates. The Company evaluates estimates on an ongoing basis. Certain reclassifications have been made to prior period condensed consolidated financial statements to conform to current period presentation.

These unaudited interim condensed consolidated financial statements include the accounts of Globalstar and all its subsidiaries. The Company's consolidated financial statements include results and amounts for the Globalstar SPE (as defined below), which is a variable interest entity further described in Note 2, of which Globalstar is the primary beneficiary. Intercompany transactions and balances have been eliminated in the consolidation. In the opinion of management, the information included herein includes all adjustments, consisting of normal recurring adjustments, that are necessary for a fair presentation of the Company’s condensed consolidated statements of operations, consolidated balance sheets, condensed consolidated statements of stockholders' equity and condensed consolidated statements of cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the full year or any future period.

Reverse Stock Split

On February 10, 2025, the Company effectuated a reverse stock split of its common stock at a 1-for-15 ratio.

All issued and outstanding common stock, options and warrants to purchase common stock and per share amounts contained in this Report have been adjusted retroactively to reflect the change in capital structure for the periods prior to the completion of the reverse stock split, as applicable. Refer to Note 13: Common Stock for additional information.

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which updates qualitative and quantitative disclosures for the rate reconciliation and income taxes paid. The amendments in ASU 2023-09 were effective for fiscal years beginning after December 15, 2024. The amendments should be applied prospectively; however, retrospective application is also permitted. The Company adopted this standard when it became effective on January 1, 2025. We expect that this standard will increase the tax disclosures in the Company's annual report on Form 10-K for the year ended December 31, 2025.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures. This ASU requires public companies to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items. The amendments should be applied prospectively; however, retrospective application is also permitted. The Company plans to adopt this standard when it becomes effective on January 1, 2027. The Company is evaluating the impact this ASU may have on its financial statement disclosures.

2. SPECIAL PURPOSE ENTITY

The Company provides wholesale capacity over its mobile satellite system (the "Services") to its customer, Apple Inc. (the "Customer"), pursuant to a service agreement and certain related ancillary agreements (collectively, the “Service Agreements”) for the Phase 1 Service Period and Phase 2 Service Period (as defined below). The Service Agreements generally require Globalstar to allocate network capacity to support the Services, which launched in November 2022.

Effective November 5, 2024 (the "Closing Date"), the Company and the Customer amended the Service Agreements and entered into other related agreements (the Service Agreements as amended, collectively, the “Updated Services Agreements”) for Globalstar to deliver expanded services to the Customer over a new MSS network, including a new satellite constellation, expanded ground infrastructure, and increased global MSS licensing (the “Extended MSS Network”) for the Services provided over the Extended MSS Network. The Extended MSS Network will be (i) owned by Globalstar Licensee, LLC, together with its subsidiaries (collectively, the “Globalstar SPE”), a variable interest entity, and (ii) operated by the Company. The Customer (i) has prepaid, and is required, subject to certain conditions, to continue to prepay, for certain services to be delivered by the Company to the Customer who will utilize the Extended MSS Network under the Updated Services Agreements and (ii) is a passive equity holder in Globalstar SPE.

The Company's allocated capacity supports the following phases of the Services: 1) current Services provided over the Company's existing network of in-orbit satellites and ground stations ("gateways") pursuant to its spectrum licenses (the "Globalstar System") ("Phase 1 Service Period"), 2) future Services provided over the new replacement satellites ("Phase 2 Service Period"), of which such Services are expected to commence following the anticipated launch of the first set of such replacement satellites in the first half of 2026 (refer to Note 9: Commitments and Contingencies for further discussion), and 3) future Services provided over the Extended MSS Network.

The table below includes the assets of the Globalstar SPE as of September 30, 2025 (amounts in thousands):


	As of September 30, 2025
Assets:
Cash and cash equivalents	$	75,842
Property and equipment, net	567,064
Prepaid network costs	170,677
Intangibles and other asset, net	11,977
Total Assets	$	825,560

Customer Class B Units

On the Closing Date, the Customer purchased 400,000 Class B Units in the Globalstar SPE (the “Customer Class B Units”) for $400 million, representing a 20% equity interest in the Globalstar SPE. The Globalstar SPE holds and administers, or will administer in the future, certain spectrum licenses, satellites, ground stations and other network assets for use and operation by the Company and to enable and provide services to the Customer pursuant to the Updated Services Agreements. The Globalstar SPE does not have commercial operations.

The Company holds 1,600,000 Class A Units in the Globalstar SPE, representing an 80% equity ownership in the Globalstar SPE. The Company's 80% ownership in the Globalstar SPE exposes it to residual profit or loss of the Globalstar SPE and the Company will absorb any expense variability of the Globalstar SPE. The Company has power over the most significant activity of the Globalstar SPE and is exposed to losses and benefits of the Globalstar SPE through its equity interest. The Company assessed the accounting considerations pursuant to ASC 810: Consolidation, and concluded that it is the primary beneficiary of the Globalstar SPE and consolidated the Globalstar SPE into the financial statements appearing in this Report. Based on the redemption provision and other characteristics of the arrangement, the Company recorded the total equity contributions from the Customer of $400 million as equity on the Globalstar SPE financial statements and a non-current liability on the Company's consolidated balance sheet.

Extended MSS Network Prepayments and 2024 Debt Repayment

The Updated Services Agreements provide, among other things, that the Customer will make cash payments to the Company for capital expenditures in connection with the Extended MSS Network. The payments required by the Updated Services Agreements consist of: (1) an infrastructure prepayment (the “Infrastructure Prepayment”) of up to $1.1 billion, which is to be funded quarterly (as needed) over the construction period of the satellites to be used in the Extended MSS Network, the proceeds of which the Globalstar SPE will use, together with the proceeds from the sale of the Customer Class B Units, to pay amounts due for the Extended MSS Network (including, but not limited to, construction and launch costs) and (2) the amount that was necessary for the Company to fully retire on the Closing Date its 2023 13% Notes (the "2024 Debt Repayment"), as described further herein. The terms of the Infrastructure Prepayment and the 2024 Debt Repayment are contained within one prepayment agreement (the “2024 Prepayment Agreement”). The Company expects to fully payoff amounts owed under the 2024 Prepayment Agreement and to redeem the Customer Class B Units within the design useful life of the new satellites. The Company expects that such amounts payable to the Customer will be fully offset by amounts payable by the Customer under the Updated Services Agreements.

Infrastructure Prepayment

During 2025 and 2024, the Company received $299.6 million, including $175 million during the third quarter of 2025, and $278.0 million, respectively, from the Customer pursuant to the Infrastructure Prepayment. The Company recorded these prepayments as deferred revenue as they represent the Company’s obligation to provide future services to the Customer. The deferred revenue associated with the Infrastructure Prepayment will be earned as revenue as services are performed. $225.0 million of the Infrastructure Prepayment accrues fees payable to the Customer that will be reduced or eliminated entirely if the Company meets certain defined milestones associated with the completion of the Extended MSS Network. The remainder of the Infrastructure Prepayment does not accrue fees. Refer to Note 3: Revenue for further discussion.

2024 Debt Repayment

On the Closing Date, the Company received $235 million from the Customer pursuant to the 2024 Debt Repayment, representing the amount necessary to retire the Company's outstanding 2023 13% Notes. Refer to Note 6: Long-Term Debt and Other Financing Arrangements for further information.

Service Fees

As consideration for the satellite services provided for in the Updated Services Agreements, the incremental service fees payable by the Customer to the Company include fees tied to the cost of the Extended MSS Network, fees for providing additional related services, fees tied to expenses incurred by the Company for the provision of such services, and performance bonuses. Payment of a portion of these fees is subject to the satisfaction of certain licensing, service levels and milestone achievements. Additionally, the Updated Services Agreements also provide for annual service fees of $30 million to be accelerated. Such accelerated payments began in the first quarter of 2025.

Other

In connection with the Updated Services Agreements, in October 2024, the Company entered into a launch services agreement with Space Exploration Technologies Corp. ("SpaceX") for the third-generation satellites that will be procured for the Extended MSS Network. Refer to Note 9: Commitments and Contingencies for further information.

3. REVENUE

Disaggregation of Revenue

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


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Service revenue:
Wholesale capacity services	$	47,346	$	43,861	$	126,440	$	109,149
Subscriber services
Commercial IoT	6,867		6,650		20,498		19,803
SPOT	9,452		10,444		28,047		31,066
Duplex	4,726		5,955		11,855		15,675
Government and other services	1,244		1,998		3,078		4,315
Total service revenue	69,635		68,908		189,918		180,008





Total subscriber equipment sales	4,210		3,399		11,107		9,164

Total revenue	$	73,845	$	72,307	$	201,025	$	189,172

"Wholesale capacity services" revenue in the above table includes revenue associated with the Updated Services Agreements. As consideration for the services provided by Globalstar, payments include a fixed service fee, payments relating to certain service-related operating expenses and capital expenditures, additional fees related to expanded services, and potential bonus payments subject to satisfaction of certain licensing, service and other related criteria. For a discussion of the Updated Services Agreements, see Note 2: Special Purpose Entity.

"Government and other services" revenue in the table above includes revenue associated with engineering and other communication services, such as terrestrial spectrum and network services, government service contracts and teleport lease arrangements. The Company's largest network services agreement is with Parsons Corporation, a leading technology provider in the national security and global infrastructure markets, to utilize the Company's satellite network for a mission critical service for government applications.

Accounts Receivable

The Company records trade accounts receivable from its customers when it has a contractual right to receive payment either on demand or on fixed or determinable dates in the future. The Company's receivable balances by type and classification are presented in the table below, net of allowance for credit losses, and may include amounts related to earned but unbilled receivables (amounts in thousands):


	As of:
	September 30, 2025		December 31, 2024
Accounts receivable, net of allowance for credit losses:
Subscriber and other accounts receivable	$	15,437	$	14,829
Wholesale capacity accounts receivable	10,535		12,123
Total accounts receivable, net of allowance for credit losses	$	25,972	$	26,952

The Company has entered into a satellite procurement agreement for the replacement satellites and two launch services agreements to launch the replacement satellites to support the Phase 2 Service Period. The replacement satellites purchased under the satellite procurement agreement are intended to replace the Company's HIBLEO-4 U.S.-licensed system. Pursuant to the Service Agreements, payments are expected to be made to the Company by the Customer on a straight-line basis over the design life of the replacement satellites beginning with the initiation of service for the Phase 2 Service Period. Based on construction in progress recorded through September 30, 2025, the Company expects to bill $297.3 million associated with the Phase 2 Service Period. Refer to Note 9: Commitments and Contingencies for additional information regarding these agreements.

Contract Liabilities

Contract liabilities, which are included in deferred revenue on the Company’s consolidated balance sheet, represent the Company’s obligation to transfer service or equipment to a customer from whom the Company has previously received consideration. The Company's contract liabilities by type and classification are presented in the table below (amounts in thousands):


	As of:
	September 30, 2025		December 31, 2024
Short-term contract liabilities:
Subscriber and other contract liabilities	$	20,013	$	19,710
Wholesale capacity contract liabilities, net of contract asset	41,561		41,491
Total short-term contract liabilities	$	61,574	$	61,201
Long-term contract liabilities:
Subscriber and other contract liabilities	$	1,234	$	1,431
Wholesale capacity contract liabilities, net of contract asset	671,593		286,740
Total long-term contract liabilities	$	672,827	$	288,171
Total contract liabilities	$	734,401	$	349,372

For subscriber and other contract liabilities, the amount of revenue recognized during the nine months ended September 30, 2025 and 2024 from performance obligations included in the total contract liability balance at the beginning of these periods was $14.6 million and $16.4 million, respectively. For wholesale capacity contract liabilities, the amount of revenue recognized during the nine months ended September 30, 2025 and 2024 from performance obligations included in the total contract liability balance at the beginning of these periods was $36.2 million and $29.9 million, respectively.

The duration of the Company’s contracts with subscribers is generally one year or less. The Updated Services Agreements have no expiration date; therefore, the related contract liabilities may be recognized as revenue over various periods according to when the related performance obligation is satisfied.

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


	As of:
	September 30, 2025		December 31, 2024
Wholesale capacity contract liabilities, net:
Additional consideration associated with the 2021 and 2023 Funding Agreements (1)	$	7,474	$	12,247
Advanced payments for services expected to be performed with the ground spare satellite launched in June 2022	20,595		21,914
Advanced payments contractually owed for services expected to be performed with the replacement satellite constellation prior to the Phase 2 Service Period	4,857		8,950
Advanced payments for the quarterly access fee, service-related operating and capital expenditures and other services	34,342		25,170
Advanced payments under the Infrastructure Prepayment (See Note 2: Special Purpose Entity)	577,617		278,043
Additional consideration associated with the Updated Services Agreements (2)	58,174		7,288
Other advanced payments associated with future performance obligations (3)	53,174		18,284
Contract asset (4)	(43,079)		(43,665)
Wholesale capacity contract liabilities, net	$	713,154	$	328,231

(1)Includes additional consideration associated with the below-market interest rates within the 2021 Funding Agreement and 2023 Funding Agreement (in each case, as defined below). This consideration will be recognized over the estimated Phase 1 and Phase 2 Service Periods.

(2)Includes additional consideration representing the implied economic benefit to Globalstar for receiving these payments in advance of service. This consideration includes: a) $26.2 million associated with the fee reduction mechanism embedded in the 2024 Debt Repayment and a portion of the Infrastructure Prepayment, and b) an estimate of the significant financing component totaling $32.0 million related primarily to the Infrastructure Prepayment. The Company expects to recognize this consideration over the estimated Extended MSS Network service period.

(3)Includes primarily: a) advanced service payments received during 2025 totaling $37.5 million related to the Updated Services Agreements, which provide for annual service fees of $30 million to be accelerated and b) $13.3 million of make whole fees paid by Customer for the extinguishment of the 2023 13% Notes in 2024. This consideration will be recognized during the Extended MSS Network service period.

(4)Primarily includes warrants with an initial fair value at the time of issuance of $48.3 million which was recorded in equity with an offset to a contract asset on the Company's consolidated balance sheets. The fair value of the warrants is recorded as a reduction to revenue over time and totaled $41.2 million as of September 30, 2025.

4. LEASES

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


	As of:
	September 30, 2025		December 31, 2024
Operating leases:
Right-of-use asset, net	$	67,416	$	31,835

Short-term lease liability (recorded in accrued expenses)	7,545		4,251
Long-term lease liability	56,166		26,256
Total operating lease liabilities	$	63,711	$	30,507

During 2025, the Company executed new and modified existing leases in various countries in connection with the expansion underway pursuant to the Updated Services Agreements. For certain gateway locations, the Company has extended the lease term and/or expanded the leased footprint.

Finance leases are not significant to the Company's financial statements as of September 30, 2025 and December 31, 2024.

Lease Cost

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


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024

Operating lease cost (1)	$	2,261	$	1,615	$	5,966	$	4,739
Short-term lease cost	144		58		250		335
Total lease cost	$	2,405	$	1,673	$	6,216	$	5,074

(1) Includes sublease income.

Amortization and interest associated with finance leases were less than $0.1 million in total for each of the three and nine month periods ended September 30, 2025 and 2024; accordingly, these amounts are not shown in the table above.

Weighted-Average Remaining Lease Term and Discount Rate

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

As of:

September 30, 2025

December 31, 2024

Weighted-average lease term

Finance leases

2.7 years

3.4 years

Operating Leases

16.0 years

8.3 years

Weighted-average discount rate

Finance leases

9.5

Operating leases

8.3

8.7

Supplemental Cash Flow Information

The below table discloses supplemental cash flow information for operating leases (in thousands):


	Nine Months Ended
	September 30, 2025		September 30, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	7,016	$	4,729

Operating and financing cash flows from finance leases were each less than $0.1 million for each of the three and nine month periods ended September 30, 2025 and 2024; accordingly, these cash flows are not shown in the table above.

Maturity Analysis

The following table reflects undiscounted cash flows on an annual basis for the Company’s lease liabilities as of September 30, 2025 (amounts in thousands):


	Operating Leases		Finance Leases

2025 (remaining)	$	3,045	$	10
2026	12,440		39
2027	8,960		32
2028	8,536		16
2029	6,432		1
Thereafter	72,719		—
Total lease payments	$	112,132	$	98
Imputed interest	(48,421)		(10)
Discounted lease liability	$	63,711	$	88

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

5. PROPERTY AND EQUIPMENT

Property and equipment consists of the following (in thousands):


	As of:
	September 30, 2025		December 31, 2024
Globalstar System:
Space component	$	1,075,992	$	1,167,332

Ground component	106,300		102,717
Construction in progress:
Space component	906,246		357,825
Ground component	71,453		20,545
Other	10,557		8,727
Total Globalstar System	2,170,548		1,657,146
Internally developed and purchased software	25,587		24,309
Equipment	17,746		14,904
Land and buildings	3,888		3,222
Leasehold improvements	2,486		2,180
Total property and equipment	2,220,255		1,701,761
Accumulated depreciation	(1,010,973)		(1,028,129)
Total property and equipment, net	$	1,209,282	$	673,632

During the first quarter of 2025, the Company recorded a loss on disposal of assets of $7.0 million on its consolidated statements of operations. This loss reflects the net book value of one of the Company's second-generation satellites that experienced a power control anomaly which rendered the satellite inoperable.

The Company has agreements with Macdonald, Dettwiler and Associates Corporation ("MDA Space") and SpaceX for 1) the purchase and launch of the satellites that are intended to replace the Company's current HIBLEO-4 U.S.-licensed system and 2) the purchase and launch of third-generation satellites to support the Extended MSS Network. Refer to Note 9: Commitments and Contingencies for additional information regarding these agreements.

As of September 30, 2025, in connection with constructing and preparing for the launch of the replacement satellites, the Company has incurred $247.5 million and $63.2 million in capital expenditures for milestones completed under these agreements with MDA Space and SpaceX, respectively. After launch, the replacement satellites will be placed into service and begin depreciating once they are operational. As of September 30, 2025, in connection with the construction and launch preparation of the Extended MSS Network, the Company has incurred $436.7 million and $62.3 million for milestones completed under these agreements with MDA Space and SpaceX, respectively. These costs, as well as the associated personnel costs and capitalized interest, are reflected in the "space component" of construction in progress in the table above.

In connection with Extended MSS Network, the Company has procured ground equipment and other network assets to upgrade existing and build new ground stations globally. The costs to support this effort, such as construction, equipment, personnel and capitalized interest, are reflected in the "ground component" of construction in progress in the table above.

6. LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS

Long-term debt consists of the following (in thousands):


	As of:
	September 30, 2025						December 31, 2024
	Principal Amount		Unamortized Premium (Discount) and Deferred Financing Costs		Carrying Value		Principal Amount		Unamortized Premium (Discount) and Deferred Financing Costs		Carrying Value
2024 Debt Repayment	$	221,625	$	97,645	$	319,270	$	221,625	$	107,176	$	328,801
2023 Funding Agreement	182,147		(7,336)		174,811		155,000		(11,031)		143,969
2021 Funding Agreement	14,900		(397)		14,503		40,850		(2,198)		38,652
Total debt	$	418,672	$	89,912	$	508,584	$	417,475	$	93,947	$	511,422
Less: current portion	23,900		(397)		23,503		34,600		—		34,600
Long-term debt	$	394,772	$	90,309	$	485,081	$	382,875	$	93,947	$	476,822

The carrying value of our debt reflected above is net of deferred financing costs and any premium or discount to the loan amount at issuance, including accretion. As of September 30, 2025, the current portion of long-term debt relates to the 2021 Funding Agreement and the 2023 Funding Agreement; these amounts are expected to be paid under the Updated Services Agreements through service fee offsets from the Customer during the next twelve months. The Company's obligations under its debt agreements included in the table above are secured by a first-priority lien over substantially all of the assets of the Company and its domestic subsidiaries.

2024 Debt Repayment

As discussed in Note 2: Special Purpose Entity, pursuant to the Updated Services Agreements, the Customer funded $235 million (including $13.3 million of make whole premium payments, which were recorded to deferred revenue) for the Company to retire its outstanding 2023 13% Notes. The 2024 Debt Repayment is expected to be fully repaid by offsetting against amounts payable by the Customer to the Company on a quarterly basis over a period of 32 quarters commencing on a fixed repayment date in the future that is not tied to the launch of services. The 2024 Debt Repayment is classified as debt because the Company's repayment obligations will commence on such date regardless of when services are provided under the Updated Services Agreements. The 2024 Debt Repayment accrues annual fees, which would be reduced or eliminated entirely if the Company meets certain defined milestones associated with the completion of the Extended MSS Network, at which time prior accruals will be reduced or eliminated. The majority of the balance accrued for these fees is included in long-term deferred revenue on the Company's balance sheet, representing the portion of the fees the Company does not expect to pay based on the projected achievement of certain defined milestones associated with the completion of the Extended MSS Network (refer to Note 3: Revenue for further information). The remaining portion of fees that the Company does expect to pay is included in noncurrent liabilities on the Company's balance sheet. As of September 30, 2025, the outstanding principal balance of the 2024 Debt Repayment was $221.6 million.

On the issuance date, the Company recorded the 2024 Debt Repayment at fair value. The difference between the principal amount of the 2024 Debt Repayment and the fair value was recorded as a debt premium. Additionally, the Company was required to bifurcate the fair value of the interest reduction mechanism and record a derivative asset upon issuance equal to the debt premium. The Company will amortize the premium as an offset to interest expense over the loan term using the effective interest rate method. Refer to Note 7: Derivatives and Note 8: Fair Value Measurements for further information on the embedded derivative bifurcated from the 2024 Debt Repayment.

2023 Funding Agreement

In 2023, the Service Agreements were amended to provide for, among other things, payment of up to $252 million to the Company (the “2023 Funding Agreement”), which the Company has used and intends to use to fund 50% of the amounts due under its 2022 agreement with MDA Space, as well as launch, insurance and ancillary costs incurred in connection with the construction and launch of replacement satellites purchased under such agreement. As of September 30, 2025, the outstanding principal balance under the 2023 Funding Agreement was $182.1 million, which increased by $27.1 million from the balance at December 31, 2024 due to the Company's receipt of additional funds under the 2023 Funding Agreement during the third quarter of 2025.

The total amount paid to the Company under the 2023 Funding Agreement, including fees, is expected to be fully repaid by offsetting against amounts payable by the Customer beginning in the third quarter of 2026 and continuing for no longer than 16 consecutive quarters. Compounded fees are accrued at a fixed rate based on the average outstanding balance of the 2023 Funding Agreement. The balance accrued for these fees was $21.1 million as of September 30, 2025, of which $4.1 million is included in "Accounts payable and accrued expenses" and $17.0 million is included in "Other non-current liabilities" on the Company's balance sheet.

For as long as any amount funded under the 2023 Funding Agreement is outstanding, the Company will be subject to certain covenants, including (i) maintenance of a minimum cash balance of $30 million, (ii) interest coverage and leverage ratios, and (iii) other customary negative covenants, including limitations on certain asset transfers, expenditures and investments. Thermo guaranteed certain of the Company’s obligations under the 2023 Funding Agreement and Service Agreements. See Note 10: Related Party Transactions for further information regarding Thermo's guarantee.

As the Company makes draws under the 2023 Funding Agreement, the amount of each draw is recorded at fair value using a discounted cash flow model. The Company records a debt discount or premium for the difference between the fair value of the debt and the proceeds received and accretes the debt discount or amortizes the debt premium with an offset to interest expense through the maturity date using the effective interest rate method. The total proceeds of the August 2025 draw were $27.1 million with a fair value of $28.6 million. The Company attributed this difference to the timing of cash flows for the draws and interest payments to be made pursuant to the 2023 Funding Agreement, resulting in an internal rate of return higher than the discount yield utilized in the valuation. Refer to Note 8: Fair Value Measurements for further discussion on the fair value of the August 2025 draw.

2021 Funding Agreement

During 2021, the Company received payments totaling $94.2 million (as amended, the "2021 Funding Agreement"). This funding is being repaid by offsetting against amounts payable as services are performed by the Company. The last recoupment is expected to be made in the first quarter of 2026. The debt discount associated with the 2021 Funding Agreement is accreting to interest expense through the maturity date using the effective interest rate method. No interest accrues on amounts outstanding under the 2021 Funding Agreement. During the nine months ended September 30, 2025, a total of $26.0 million was recouped pursuant to the terms of the 2021 Funding Agreement. As of September 30, 2025, the outstanding principal balance under the 2021 Funding Agreement was $14.9 million.

Series A Preferred Stock

In 2022, the Company issued 149,425 shares of its 7.0% Perpetual Preferred Stock, Series A, liquidation preference $1,000 per share (the “Series A Preferred Stock”) with a fair value of $105.3 million and total outstanding amount of $149.4 million. The shares of Series A Preferred Stock do not possess voting rights, other than with respect to certain matters specifically affecting the rights and obligations of the Series A Preferred Stock.

Holders of the Series A Preferred Stock are entitled to receive, when, as and if declared by the Board or a committee thereof, cumulative cash dividends based on the liquidation preference of the Series A Preferred Stock, at a fixed rate equal to 7.00% per annum, payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year. During the nine months ended September 30, 2025, the Company made dividend payments to the holders of the Series A Preferred Stock, which were approved by the Board totaling $7.9 million.

7. DERIVATIVES

The Company reflected on its balance sheet an embedded derivative resulting from certain features in the Company’s 2024 Debt Repayment. This derivative instrument is not designated as a hedge. The fair value of the embedded derivative is marked-to-market at the end of each reporting period, or more frequently as deemed necessary, with any changes in value reported in the consolidated statements of operations and consolidated statements of cash flows as a non-cash operating activity.

This derivative and related features embedded in the debt instrument that is required to be accounted for as a derivative is described below. See Note 8: Fair Value Measurements for further information.

The terms of the 2024 Debt Repayment contain an interest reduction mechanism that is required to be bifurcated and was recorded as an embedded derivative on the Company's consolidated balance sheet with a corresponding debt premium that was added to the principal amount of the 2024 Debt Repayment. The Company determined the fair value of the embedded derivatives using a discounted cash flow model. As the discount yield and the effective interest rate of the loan fluctuate based on projected cash flows, the derivative value is adjusted.

As of September 30, 2025 and December 31, 2024, the Company recorded the fair value of the embedded derivative, totaling $120.8 million and $108.8 million, respectively, as a derivative asset. The Company records a derivative gain or loss resulting from mark-to-market adjustments, which is reflected in "Other" in the Company’s consolidated statement of operations.

8. FAIR VALUE MEASUREMENTS

The Company follows the authoritative guidance for fair value measurements relating to financial and non-financial assets and liabilities, including presentation of required disclosures herein. This guidance establishes a fair value framework requiring the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets and liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

Recurring Fair Value Measurements

The Company marks-to-market its derivatives at each reporting date, or more frequently as deemed necessary, with the changes in fair value recognized in the Company’s consolidated statements of operations. See Note 7: Derivatives for further information.

Embedded Derivative within the 2024 Debt Repayment

The embedded derivative relating to the 2024 Debt Repayment is valued using a discounted cash flow model. The most significant input used in the fair value measurement was the discount yield, which was 7.01% and 7.58%, at September 30, 2025 and December 31, 2024, respectively. As the discount yield used in the valuation process decreases, the fair value of the embedded derivative increases. Similarly, as the length of time between the reporting date and the start date of the interest payments decreases, the present value of the projected interest savings increases, resulting in a higher derivative asset value.

The significant unobservable input that drives the cash flows used in the fair value measurement includes the estimated achievement of project milestones. As the probability of reaching the relevant milestones increases, the fair value of the embedded derivative would also increase.

Rollforward of Recurring Level 3 Assets and Liabilities

The following table presents a rollforward for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):


	Nine Months Ended September 30, 2025		Twelve Months Ended December 31, 2024
Balance at beginning of period	$	108,799	$	1,295
Issuance of embedded derivative within the 2024 Debt Repayment	2,480		109,601
Unrealized gain (loss), included in derivative and other	9,486		(2,097)
Balance at end of period	$	120,765	$	108,799

Nonrecurring Fair Value Measurements

2023 Funding Agreement

The Company's August 2025 draw on the 2023 Funding Agreement had a fair value of $28.6 million and was calculated using projected future cash flows discounted using the prevailing market rate of interest for a similar transaction. The discount yield used for this calculation was 5.98%. Due to the significant unobservable inputs utilized in the valuation of the August 2025 draw, the fair value of the draw was classified as a Level 3 fair value measurement.

Fair Value of Debt Instruments and Other Financing Arrangements

The Company believes it is not practicable to determine the fair value of its debt agreements on a recurring basis without incurring significant additional costs. Unlike typical long-term debt, certain terms for these instruments cannot be readily compared to other debt instruments and their valuation generally involve a variety of complex factors, including due diligence by the debt holders.

9. COMMITMENTS AND CONTINGENCIES

Updated Services Agreements

The Updated Services Agreements set forth the primary terms for the Company to provide expanded services to the Customer and incur costs related to the Extended MSS Network, which primarily relate to the construction of new gateways and the upgrade of existing gateways as well as new satellite construction and launch services. The Updated Services Agreements have an indefinite term but are terminable by the Customer at any time upon advance notice or a force majeure event, or by either party upon the occurrence of certain events of default. The Updated Services Agreements obligate the Company to comply with various commitments.

Satellite Procurement Agreement

In February 2022, the Company entered into a satellite procurement agreement with MDA Space pursuant to which the Company will acquire at least 17 satellites (and up to 26 satellites) to replace its HIBLEO-4 U.S.-licensed system with an amended contract price of $329.3 million for 17 of the replacement satellites. In addition, MDA Space will provide a satellite operations control center for $5.0 million as well as other equipment for $4.2 million. The Company currently expects delivery of the replacement satellites in early 2026. The projected delivery dates are later than the dates specified in the satellite procurement agreement. The Company is contractually entitled to receive liquidated damages from MDA Space based upon the terms of the satellite procurement agreement due to MDA Space's failure to meet delivery milestones and the parties are discussing this matter. Any damages would reduce amounts owed to MDA Space when realized or realizable.

In February 2025, the Company entered into another agreement with MDA Space pursuant to which the Company will acquire more than 50 third-generation satellites related to the Extended MSS Network. The total contract price for these satellites is $775.0 million.

Launch Services Agreements

In each of August 2023 and June 2025, Globalstar entered into a Launch Services Agreement with SpaceX and certain related ancillary agreements (collectively, the “Launch Services Agreements”), providing for the launch of the first and second sets, respectively, of the 17 replacement satellites that the Company is acquiring pursuant to the 2022 satellite procurement agreement with MDA Space. In June 2025, the Company and SpaceX extended the launch timeframe and selected a launch window under the August 2023 launch services agreement for the first set of replacement satellites during the fourth quarter of 2025. As a result of the delivery delays of the replacement satellites (discussed above), the Company and SpaceX are working to establish an updated launch window for the first set of replacement satellites that may occur in the first half of 2026. The launch of the second set of satellites remains on track for a 2026 launch consistent with the June 2025 launch services agreement.

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

Funding for Phase 2 Service Period Asset Procurement

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

Funding for Extended MSS Network Asset Procurement

As discussed in more detail in Note 2: Special Purpose Entity, the Updated Services Agreements provide for prepayments from the Customer for approved capital expenditures associated with the Extended MSS Network.

As of September 30, 2025, the Company has incurred $716.4 million of the $1.5 billion projected spend for the Extended MSS Network. The Company will continue to incur these costs until it completes construction and begins providing Services over the Extended MSS Network.

10. RELATED PARTY TRANSACTIONS

Transactions with Thermo

Thermo is the principal owner and largest stockholder of Globalstar. The Company's Executive Chairman of the Board controls Thermo. Two other members of the Board are also directors, officers or minority equity owners of various Thermo entities.

Payables to Thermo related to arm's length transactions were $0.2 million and $0.4 million as of September 30, 2025 and December 31, 2024, respectively.

Certain general and administrative expenses are incurred by Thermo on behalf of the Company. These expenses include: (i) non-cash expenses, such as stock compensation costs as well as costs recorded as a contribution to capital, and (ii) expenses incurred by Thermo on behalf of the Company that are charged to the Company; these charges are based on actual amounts (with no mark-up) incurred by Thermo or upon allocated employee time.

Lease Agreement

The Company has a lease agreement with Thermo Covington, LLC for the Company's headquarters office. Annual lease payments increase at a rate of 2.5% per year. 2025 lease payments will total $1.7 million. The lease term is ten years and is scheduled to expire in January 2029. During each of the nine months ended September 30, 2025 and 2024, the Company incurred lease expense of $1.2 million under this lease agreement.

Series A Preferred Stock

Thermo owns $136.7 million of the Series A Preferred Stock, based upon the shares' liquidation preference. Holders of the Series A Preferred Stock are entitled to receive, when, as and if declared by the Board, cumulative cash dividends based on the liquidation preference of the Series A Preferred Stock, at a fixed rate equal to 7.00% per annum, payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year. During the nine months ended September 30, 2025, the Company made dividend payments to Thermo, which were approved by the Board, totaling $7.3 million.

Service Agreements

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

Certain amounts payable by the Company in connection with the 2023 Funding Agreement and certain other obligations under the Service Agreements are guaranteed by Thermo pursuant to a guaranty agreement (the "Thermo Guaranty"). As consideration for Thermo's guarantee, the Company issued to Thermo a warrant to purchase 666,668 shares of the Company’s common stock at an exercise price equal to $30.00 per share (as calculated pursuant to the Thermo Guaranty). The right to purchase 333,334 shares under the warrant vested immediately upon effectiveness of Thermo's guarantee, which occurred in December 2023, and the right to purchase the remaining 333,334 shares under the warrant may vest if and when Thermo advances aggregate funds of $25.0 million or more to the Company or a permitted third party pursuant to the terms of the Thermo Guaranty. The warrant expires in December 2028.

In connection with the Updated Services Agreements, the Company, the Customer and Thermo amended the Thermo Guaranty to lower the amount of Guaranteed Obligations (as defined in the Thermo Guaranty) to $100 million (collectively with the Thermo Guaranty, the "Amended Thermo Guaranty"). The entry into the Amended Thermo Guaranty required approval of the Company's stockholders (other than Thermo, including its affiliates), which was received at the Company's 2025 annual meeting of stockholders on May 20, 2025. No changes were made to the existing outstanding warrants associated with the Thermo Guaranty and no additional warrants or rights to purchase additional shares of the Company's common stock were issued to Thermo in connection with the entry into the Amended Thermo Guaranty.

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

Governance

The Company has a Strategic Review Committee that is required to remain in existence for as long as Thermo and its affiliates beneficially own forty-five percent (45%) or more of Globalstar’s outstanding common stock. To the extent permitted by applicable law, the Strategic Review Committee has exclusive responsibility for the oversight, review and approval of, among other things and subject to certain exceptions, any acquisition by Thermo and its affiliates of additional newly-issued securities of the Company and any transaction between the Company and Thermo and its affiliates with a value in excess of $250,000.

Agreements with XCOM

Dr. Paul E. Jacobs is the Chief Executive Officer of Globalstar and also serves as the Executive Chairman of XCOM Labs, Inc. (now known as Virewirx, Inc.) ("Licensor" or "XCOM") and is the controlling stockholder of XCOM. In connection with the Company's Intellectual Property License Agreement with XCOM (the "License Agreement"), Globalstar issued to XCOM 4.0 million shares of Globalstar common stock, representing a transaction value of approximately $68.7 million on the date of issuance. Of the consideration paid for the License Agreement, an additional 1.1 million shares were issued to Dr. Jacobs.

The Company and XCOM had a Support Services Agreement ("SSA"), which was terminated during the second quarter of 2025. Under the SSA, XCOM was required to provide certain services to the Company. In August 2023 and June 2024, Globalstar issued 0.7 million shares and 0.5 million shares of its common stock, respectively, to XCOM as payment for costs incurred under the SSA and the release of holdback shares under the License Agreement. In June 2024 and March 2025, XCOM sold 0.3 million shares and 0.2 million shares of the Company's common stock, respectively, in a private placement transaction to an affiliate of Thermo. Effective during the first quarter of 2025, costs that support the XCOM technology development were directly incurred by Globalstar and paid through the Company's operating cash flows. Fees payable by Globalstar pursuant to the SSA were based on costs incurred plus a 15% margin for costs incurred between January 1, 2025 and March 31, 2025. No fees were payable by Globalstar pursuant to the SSA after March 31, 2025.

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

11. NET INCOME (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted income (loss) per common share for the periods indicated (amounts in thousands, except per share data):



	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Numerator:
Net income (loss)	$	1,090	$	9,934	$	2,967	$	(12,945)
Effect of Series A Preferred Stock dividends	(2,673)		(2,673)		(7,932)		(7,961)
Net (loss) income attributable to common shareholders	$	(1,583)	$	7,261	$	(4,965)	$	(20,906)

Denominator:
Weighted average shares outstanding - basic	126,688		126,150		126,593		125,758
Dilutive effect of stock-based compensation plans	—		121		—		—
Dilutive effect of warrants issued under the Service Agreements	—		1,066		—		—
Weighted average common shares outstanding - dilutive	126,688		127,337		126,593		125,758

Net (loss) income per common share:
Basic	$	(0.01)	$	0.06	$	(0.04)	$	(0.17)
Diluted	$	(0.01)	$	0.06	$	(0.04)	$	(0.17)

For the three and nine months ended September 30, 2025, 1.7 million and 1.4 million shares, respectively, of potential common stock were excluded from diluted shares outstanding because the effects of such securities would be anti-dilutive. For the nine months ended September 30, 2024, 1.3 million shares of potential common stock were excluded from diluted shares outstanding because the effects of such securities would be anti-dilutive. Included in these shares for all periods presented is a portion of the 3.3 million shares 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. 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.

12. 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 our 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 in its 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.

13. COMMON STOCK

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 the Series A Preferred Stock.

14. INCOME TAXES

The change in the Company’s effective tax rate when comparing the nine months ended September 30, 2025 to the same period in 2024 was driven by current state tax expense as a result of (i) increased forecasted taxable income, (ii) net operating loss utilization in various states and (iii) an increase in the provision for uncertain tax positions.

The Company monitors the realizability of its deferred tax assets considering all relevant factors at each reporting period. As of September 30, 2025, based on the relevant weight of positive and negative evidence, including its ability to forecast future operating results, historical tax losses and its ability to utilize deferred tax assets within the requisite carryforward periods, the Company maintains a valuation allowance on the majority of its U.S. federal, state and foreign deferred tax assets.

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 Company has evaluated the OBBBA enacted during the quarter and estimated its impact on the consolidated financial statements to be immaterial.

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

The following discussion should be read in conjunction with the accompanying unaudited consolidated financial statements and applicable notes thereto included in Part I, Item 1 of this Report, together with "Management's Discussion and Analysis of Financial Condition and Results of Operation" included in our 2024 Annual Report. 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.

Overview

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 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.

Globalstar System

Satellite and Ground Network

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.

Our satellites communicate with a global network of gateways, each of which serves an area of up to 1,000,000 square miles. A Globalstar 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 constantly 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 various ground networks to support the Extended MSS Network with construction underway at critical sites around the globe. This global expansion initiative is expected to include approximately 90 new antennas across 35 ground stations in 25 countries.

The Globalstar System's design 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.

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 with an option to procure an additional nine 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 in early 2026. These replacement satellites are expected to complement our existing second-generation constellation to ensure continuous service delivery. For information on the delayed delivery and related launch timing of the replacement satellites, see Note 9: Commitments and Contingencies to our consolidated financial statements. 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.

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. In October 2024, we entered into additional agreements with SpaceX for the launch of the new C-3 System (defined below) third-generation satellites to support the Extended MSS Network.

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 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 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 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. The FCC Space Bureau has accepted our petition for filing and published it for public comment.

Business Strategy

Our competitive advantages are leveraged through our ability to deliver wholesale satellite capacity services, communications products and services, government services, and terrestrial spectrum and network solutions. These core competencies are outlined below.

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 the Updated Services Agreements (as defined below). The Updated Services Agreements generally require us to allocate network capacity to support the services provided 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 the services. As consideration for the services provided by us, 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.

In October 2024, we agreed to make certain amendments to the then-existing service agreements and entered into other related agreements with the Customer (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"). As consideration for the additional services, payments to us will include incremental service fees tied to the cost of the Extended MSS Network, fees for providing additional related services, fees tied to expenses incurred for the provision of such services, and performance bonuses (if earned). For additional information about the Updated Services Agreements, see Note 2: Special Purpose Entity to our condensed consolidated financial statements.

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. 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.

For the nine months ended September 30, 2025 and 2024, the Customer under the Updated Services Agreements was responsible for 63% and 58%, respectively, of our total revenue. No other customer was responsible for more than 10% of our revenue. The loss of the Customer may have an adverse impact on our financial condition, results of operations and cash flows.

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").

As of September 30, 2025, we had approximately 783,000 subscribers worldwide. Our subscriber count only includes our MSS subscribers using devices sold and manufactured by Globalstar. 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 telephone 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.

We compete aggressively on price and strive to differentiate the 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.

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 are authorized to provide terrestrial broadband services over 11.5 MHz of our licensed MSS spectrum at 2483.5 to 2495 MHz throughout the United States of America 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 5G variant of our Band 53, known as n53 (collectively "Band 53/n53").

We have terrestrial licenses in 12 countries, resulting in approximately 12.0 billion MHz-POPs (megahertz of our spectrum authority in each country multiplied by a total population of approximately 963 million over the covered area) as of September 30, 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 across geographies. We believe our expanding portfolio of terrestrial spectrum represents a substantial opportunity for us. The Updated Services Agreements significantly enhance the device ecosystem for Band 53/n53 by enabling access to our terrestrial spectrum band in certain of the Customer's devices.

We have an Intellectual Property License Agreement (the “License Agreement”) with XCOM Labs, Inc. (now known as Virewirx, Inc.) (“Licensor” or “XCOM”). Under the License Agreement, we purchased an exclusive right and license (the “License”) as well as certain intellectual property assets relating to the development and commercialization of XCOM’s key novel 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 gained exclusive access to XCOM’s peer-to-peer connectivity technologies that could have applications across cellular and satellite devices. As part of the License Agreement, certain XCOM employees, including engineering, test, product and R&D professionals, who helped develop the licensed technologies, have continued to further commercialize the technology on behalf of Globalstar as either employees or contractors. 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.

Reverse Stock Split and Nasdaq Listing

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 our common stock and amended our certificate of incorporation to reduce the number of authorized shares of our 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.

For additional information regarding the reverse stock split and Nasdaq listing, see Note 1: Basis of Presentation—Reverse Stock Split and Note 13: Common Stock to our consolidated financial statements.

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.

Recent Regulatory Change

See Note 14: Income Taxes for more information regarding the One Big Beautiful Bill Act (“OBBBA”) which was enacted on July 4, 2025. The Company has reviewed the impact of the OBBBA and does not expect a material impact on the Company’s 2025 results.

Comparison of the Results of Operations for the three and nine months ended September 30, 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 three months ended September 30, 2025, total revenue increased 2% to $73.8 million from $72.3 million for the same period in 2024. For the nine months ended September 30, 2025, total revenue increased 6% to $201.0 million from $189.2 million for the same period in 2024. The increases in revenue for both the three and nine month periods ended September 30, 2025 resulted primarily from higher wholesale capacity services and higher volume of Commercial IoT devices. See below for a discussion of the main fluctuations in revenue.

The following table sets forth amounts and percentages of our revenue by type of service (dollars in thousands):


	Three Months Ended September 30, 2025				Three Months Ended September 30, 2024				Nine Months Ended September 30, 2025				Nine Months Ended September 30, 2024
	Revenue		% of Total Revenue		Revenue		% of Total Revenue		Revenue		% of Total Revenue		Revenue		% of Total Revenue
Service revenue:
Wholesale capacity services	$	47,346	64	%	$	43,861	61	%	$	126,440	63	%	$	109,149	58	%
Subscriber services
Commercial IoT	6,867		9		6,650		9		20,498		10		19,803		10
SPOT	9,452		13		10,444		14		28,047		14		31,066		16
Duplex	4,726		6		5,955		8		11,855		6		15,675		8
Government and other services	1,244		2		1,998		3		3,078		2		4,315		2
Total service revenue	$	69,635	94	%	$	68,908	95	%	$	189,918	95	%	$	180,008	94	%

The following table sets forth our average number of subscribers and ARPU by type of subscriber services revenue:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Average number of subscribers for the period:
Commercial IoT	542,715		512,260		531,559		506,657
SPOT	220,609		242,134		225,236		245,592
Duplex	20,220		26,535		21,569		27,899
Other	229		286		239		298
Total	783,773		781,215		778,603		780,446

ARPU (monthly):
Commercial IoT	$	4.22	$	4.33	$	4.28	$	4.34
SPOT	14.28		14.38		13.84		14.05
Duplex	77.91		74.81		61.07		62.43

We count "subscribers" based on the number of devices that are subject to agreements that entitle them to use our voice or data 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 includes revenue generated from providing satellite network access and related services, including revenue from 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 8% and 16%, respectively, for the three and nine months ended September 30, 2025, compared to the same periods in 2024. Wholesale capacity services revenue includes revenue from the Customer under the Updated Services Agreements. The majority of the increase during the third quarter of 2025 related to the timing of service fees associated with the reimbursement of network-related costs offset by the payment of earned bonuses associated with our performance under the Service Agreements during the third quarter of 2024. Additionally, for the nine months ended September 30, 2025, service revenue increased for fees related to certain expanded services that began in March 2024 as well as the items previously discussed for the three month period.

Commercial IoT service revenue increased 3% and 4%, respectively, for the three and nine months ended September 30, 2025, compared to the same periods in 2024. Average subscribers increased 6% and 5% respectively, for the three and nine months ended September 30, 2025, compared to the same periods in 2024, due to higher subscriber activations on a last twelve month basis. We also expect activations to increase following commercial sales of our two-way reference design module during the fourth quarter of 2025.

SPOT service revenue decreased $1.0 million and $3.0 million, respectively, for the three and nine months ended September 30, 2025, compared to the same periods in 2024, due principally to fewer subscribers. The decline in average subscribers is due to continued competitive pressure; however, product engineering efforts are underway to develop a new consumer SPOT device, which we believe could potentially increase demand for such services from our subscribers.

Duplex service revenue decreased $1.2 million and $3.8 million, respectively, for the three and nine months ended September 30, 2025, compared to the same periods in 2024, due to fewer average subscribers resulting from our decision to discontinue the manufacture and sale of Duplex devices to increase our focus on maximizing other sources of revenue.

Operating Expenses

Total operating expenses increased to $63.7 million from $62.9 million and increased to $193.2 million from $185.9 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024. In both periods, higher cost of services and marketing, general and administrative expenses were offset partially by lower stock-based compensation. Additionally, for the nine months ended September 30, 2025, operating expenses were also impacted by a loss on disposal of assets. The main contributors to the variances in operating expenses are explained in detail below.

In February and May 2025, we received employee retention credits as a result of our eligibility under the provisions of the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") for the second and third quarters of 2021. The refunds of $2.0 million and $1.9 million, respectively, reduced operating expenses in 2025 compared to 2024. Based on the employee costs incurred during the eligible periods, for the first and second quarters of 2025, $1.4 million and $1.3 million, respectively, was allocated to cost of services and $0.6 million for each period was allocated to marketing, general and administrative expense.

Cost of Services

Cost of services increased $3.0 million and $6.3 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024. We continue to incur higher network operating costs relating to our new and upgraded global ground infrastructure and network-related personnel. In connection with services provided under the Updated Services Agreements, a substantial portion of these costs are reimbursed thereunder and this consideration is recognized as revenue in accordance with the terms of the Updated Services Agreements. For the three and nine months ended September 30, 2025, personnel costs that support the Globalstar System increased $2.6 million and $3.9 million, respectively. Ground network costs, such as occupancy and maintenance charges, increased $0.9 million and $1.3 million, respectively, for the three and nine months ended September 30, 2025 compared to the same periods in 2024.

During 2025, the increase in cost of services was also due to expenses to support XCOM technology development, including the amortization of certain non-cash costs beginning in May 2024. XCOM-related costs increased $0.5 million and $2.5 million, respectively, for the three and nine months ended September 30, 2025 compared to the same periods in 2024. Costs to support new MSS product development also contributed to the increase in operating expenses during the nine months ended September 30, 2025.

Marketing, General and Administrative

Marketing, general and administrative expenses increased $0.9 million and $1.2 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024. For both periods, higher personnel costs and franchise taxes associated with the Globalstar SPE increased operating expenses. These increases were offset partially by substantial professional fees associated with the Globalstar SPE during 2024 that did not reoccur in 2025 as well as the portion of the employee retention credits received during the first and second quarters of 2025 (as discussed above).

Stock-Based Compensation

Stock-based compensation expense decreased $3.3 million and $8.8 million, respectively, for the three and nine months ended September 30, 2025, compared to the same periods in 2024. The decrease was due primarily to restricted stock units ("RSUs") granted to certain executives in connection with the License Agreement in August 2023, the majority of the cost of which was recognized in 2024.

Reduction in Value and Loss on Disposal of Assets

During the first quarter of 2025, we recorded a loss on disposal of assets totaling $7.0 million, which is the net book value of one of our second-generation satellites that experienced a power control anomaly which rendered the satellite inoperable. Based on our recent and historical testing, we currently believe that our constellation of other second-generation satellites will generally operate free of similar anomalies during their projected remaining useful lives. Similar activity did not occur at this level during 2024.

Other (Expense) Income

Interest Income and Expense

Interest expense, net, increased $8.2 million and $16.1 million, respectively, during the three and nine months ended September 30, 2025, compared to the same periods in 2024.

The items increasing interest expense are discussed below:

•2024 Prepayment Agreement: For the three and nine months ended, interest costs increased by $16.0 million and $39.6 million, respectively, which were inclusive of 1) a non-cash significant financing component ($12.5 million and $29.1 million, respectively) in accordance with ASC 606 and 2) accrued fees ($7.6 million and $22.5 million, respectively); these items were offset partially by debt premium amortization ($4.0 million and $12.0 million, respectively).

•Capitalized Interest: For the three and nine months ended, capitalized interest costs were lower by $2.3 million and $7.3 million, respectively, due in part to the decrease in interest costs eligible for capitalization, which increased "interest income and expense, net" during 2025.

The items partially offsetting the increase in interest expense are discussed below:

•2023 13% Notes: For the three and nine months ended, interest costs decreased by $7.5 million and $22.4 million, respectively, following the retirement of these notes in November 2024.

•Interest Income: For the three and nine months ended, interest income increased by $1.7 million and $5.9 million, respectively, due to a higher cash balance.

Foreign Currency Gain (Loss)

Changes in foreign currency gains and losses are driven by the remeasurement of financial statement items, which are denominated in various currencies, at the end of each reporting period.

We recorded foreign currency losses of $0.6 million and gains of $15.5 million, respectively, during the three and nine months ended September 30, 2025, compared to foreign currency gains of $4.9 million and losses of $3.4 million during the three and nine months ended September 30, 2024. Many of our foreign subsidiaries have USD-denominated intercompany payable balances, which impact the foreign currency gains and losses recorded each reporting period. In these instances, foreign currency gains result from other currencies strengthening relative to the U.S. dollar; inversely, foreign currency losses result from the U.S. dollar strengthening relative to other currencies.

Income Tax Expense

Income tax expense decreased $0.6 million and increased $2.0 million, respectively, during the three and nine months ended September 30, 2025, compared to the same periods in 2024. The income tax expense for the three and nine months ended September 30, 2025 is due to state current tax expense as a result of increased forecasted taxable income and state tax impacts of a new uncertain tax position in the United States. For the three and nine months ended September 30, 2024, tax expense was primarily driven by uncertain tax positions related to our Canadian audit; the expense associated with this matter during the nine months ended September 30, 2025 was not significant.

Liquidity and Capital Resources

Overview

Our principal sources of liquidity include cash on hand, cash flows from operations and proceeds from the 2023 Funding Agreement and Infrastructure Prepayment (each term defined below). We expect these liquidity sources to meet our short-term and long-term liquidity needs for funding our operating costs, capital expenditures, including related to the Extended MSS Network and other growth opportunities, and financing obligations, including scheduled recoupments under the 2021 and 2023 Funding Agreements and 2024 Prepayment Agreement as well as dividends on our Series A Preferred Stock. In addition, we have issued warrants to the Customer that are exercisable in accordance with the Updated Services Agreements and to Thermo in connection with its guarantee of the 2023 Funding Agreement. These warrants would become a source of liquidity if exercised.

As of September 30, 2025 and December 31, 2024, we held cash and cash equivalents of $346.3 million and $391.2 million, respectively. The decrease in cash and cash equivalents during 2025 was due primarily to capital expenditures associated with our commitments under the Updated Services Agreements, including network expansion and upgrades, offset partially by cash received pursuant to the Infrastructure Prepayment of $299.6 million (of which $175 million was received in the third quarter) and pursuant to the 2023 Funding Agreement of $27.1 million.

The principal amount of our debt outstanding was $418.7 million at September 30, 2025, compared to $417.5 million at December 31, 2024. This increase was due to the issuance of debt under the 2023 Funding Agreement totaling $27.1 million during the third quarter 2025, offset partially by scheduled recoupments of $26.0 million under the 2021 Funding Agreement.

Cash Flows for the nine months ended September 30, 2025 and 2024

The following table shows our cash flows from operating, investing and financing activities (in thousands):


	Nine Months Ended
	September 30, 2025		September 30, 2024
Net cash provided by operating activities	$	445,762	$	98,535
Net cash used in investing activities	(485,885)		(107,719)
Net cash (used in) provided by financing activities	(6,084)		4,914
Effect of exchange rate changes on cash and cash equivalents	1,336		(558)
Net decrease in cash and cash equivalents	$	(44,871)	$	(4,828)

Cash Flows Provided by Operating Activities

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 during the nine months ended September 30, 2025 was $445.8 million, compared to net cash provided by operating activities of $98.5 million during the same period in 2024. This improvement was due primarily to favorable working capital changes, specifically resulting from the receipt of $299.6 million during 2025 pursuant to the Infrastructure Prepayment, which was recorded as deferred revenue and will be used to fund capital expenditure purchases in the near future. During 2025, $37.5 million in accelerated fees were paid to us pursuant to the Updated Services Agreements, which also increased deferred revenue. Other smaller items, such as higher net income, after adjusting for noncash items, was offset by other unfavorable working capital changes during the period.

Cash Flows Used in Investing Activities

Net cash used in investing activities was $485.9 million for the nine months ended September 30, 2025, compared to $107.7 million for the same period in 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 $315.8 million and $19.0 million, respectively, associated with the Extended MSS Network.

Cash Flows (Used in) Provided by Financing Activities

Net cash used in financing activities was $6.1 million during the nine month period ended September 30, 2025, compared to net cash provided by financing activities of $4.9 million for the same period 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 2021 Funding Agreement and also paid cash dividends to holders of the Series A Preferred Stock.

Indebtedness and Other Financing Arrangements

At September 30, 2025, the principal amount of our debt totaled $418.7 million, which accrues fees at a weighted average stated rate up to 9%.

At September 30, 2025, our deferred revenue, net, totaled $734.4 million, of which the majority is expected to be earned over a period in excess of five years as we perform services under the Updated Services Agreements.

For more information regarding our 2024 Debt Repayment, 2021 and 2023 Funding Agreements, dividends paid to holders of the Series A Preferred Stock and Infrastructure Payments, see Note 6: Long-Term Debt and Other Financing Arrangements and Note 2: Special Purpose Entity to our condensed consolidated financial statements.

Off-Balance Sheet Transactions

We have no material off-balance sheet transactions.

Recently Issued Accounting Pronouncements

For a discussion of recently issued accounting guidance and the expected impact that the guidance could have on our condensed consolidated financial statements, see Recently Issued Accounting Pronouncements in Note 1: Basis of Presentation to our condensed consolidated financial statements in Part I, Item 1 of this Report.

Critical Accounting Policies and Estimates

There have been no material changes in our Critical Accounting Policies and Estimates from the information provided in the "Critical Accounting Policies and Estimates" section of Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2024 Annual Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There were no material changes to our market risk during the quarter ended September 30, 2025. For a discussion of our exposure to market risk, refer to our disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our 2024 Annual Report.

Item 4. 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 September 30, 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 September 30, 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 SEC 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 condensed consolidated financial statements included in this Report fairly present, in all material respects, our condensed consolidated financial position and results of operations for the nine months ended September 30, 2025.

(b) Changes in internal control over financial reporting.

As of September 30, 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 quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

There have been no material changes to our risk factors disclosed in Part I, Item 1A, "Risk Factors" of our 2024 Annual Report.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

Rule 10b5-1 Trading Plans

During the fiscal quarter ended September 30, 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 6. Exhibits.


Exhibit Number			Description
3.1*			Composite Certificate of Incorporation of Globalstar, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025))
3.2*			Sixth Amended and Restated Bylaws of Globalstar, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025)
31.1			Section 302 Certification of the Principal Executive Officer
31.2			Section 302 Certification of the Principal Financial Officer
32.1			Section 906 Certification of the Principal Executive Officer
32.2			Section 906 Certification of the Principal Financial Officer
101			The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL: (i) Consolidated Statements of Cash Flows, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Balance Sheets, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104			Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

*			Incorporated by reference.

SIGNATURES

Pursuant to the requirements 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.

Date:	November 6, 2025	By:	/s/ Dr. Paul E. Jacobs
			Dr. Paul E. Jacobs
			Chief Executive Officer (Principal Executive Officer)

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