Globalstar, Inc.
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Item 1. Business
Mobile Satellite Services Business
Through its global satellite network, Globalstar, Inc. (“we,” “us” or the “Company”) provides Mobile Satellite Services (“MSS”), including voice and data communications services to retail, business and governmental customers as well as wholesale satellite capacity services. We offer these services over our network of in-orbit satellites and ground stations (“gateways”) pursuant to our spectrum licenses, which we refer to collectively as the Globalstar System. In addition to supporting Internet of Things ("IoT") data transmissions in a variety of applications, we provide reliable connectivity in areas not served or underserved by terrestrial wireless and wireline networks and in circumstances where terrestrial networks are not operational due to natural or man-made disasters. By providing global mobile satellite communications services, we aim to meet our customers' increasing desire for connectivity.
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Business Strategy
Our competitive advantages are leveraged through our ability to deliver communications products and services, wholesale satellite capacity services, government services, and terrestrial spectrum and network solutions. These core competencies are outlined below.
Communications Products and Services
We currently provide the following communications products and services to our MSS subscribers:
•data transmissions using a mobile or fixed device that transmits the location of the devices and other information to a central monitoring station, including our commercial IoT products ("Commercial IoT");
•communication and data transmissions using our SPOT family of mobile devices that transmit messages and the location of the device ("SPOT"); and
•voice communication and data transmissions ("Duplex").
We compete aggressively on price and strive to differentiate the products and solutions that we offer to our customers. As technological advancements are made, we continue to explore opportunities to develop new products and provide new services over the Globalstar System to meet the needs of our existing and prospective customers. In October 2025, we released the RM200M two-way module, designed to integrate into IoT and industrial solutions. Our current initiatives are focused in part on further investment and development of Commercial IoT-enabled devices, including a two-way reference design module and finished products with satellite only and multimode capabilities.
Wholesale Satellite Capacity Services
Wholesale satellite capacity services include satellite network access and related services over the Globalstar System.
We provide certain services to Apple Inc. (the "Customer") pursuant to a service agreement and certain related ancillary agreements (collectively, the "Service Agreements"). In October 2024, we agreed to make certain amendments to the Service Agreements and entered into other related agreements with the Customer (the Service Agreements, as amended, collectively, the "Updated Services Agreements") to deliver expanded services over a new MSS network, including a new satellite constellation, expanded ground infrastructure, and increased global MSS licensing (collectively the "Extended MSS Network"). The Updated Services Agreements generally require us to allocate network capacity to support the services we provide to the Customer and for the Customer to enable Band 53/n53 for use in cellular-enabled devices designated by the Customer for use with our services. For additional information about the Updated Services Agreements, see Note 2: Special Purpose Entity to our Consolidated Financial Statements.
As consideration for the services provided by us to the Customer under the Updated Services Agreements, payments to us include a fixed service fee, fees relating to certain service-related operating expenses and capital expenditures, additional fees related to expanded services, and potential bonus payments subject to satisfaction of certain licensing, service and related criteria.
We retain 15% of our current and future network capacity to support our other customers, including our existing and future Commercial IoT, SPOT and Duplex subscribers. We believe that this capacity can support a substantial increase in our own subscriber base. This retained satellite capacity can be used by us directly or through additional wholesale customer opportunities.
Government Services
We have an exclusive partnership with Parsons Corporation, a governmental services company, to utilize the Globalstar System to provide an innovative solution design to enhance resilience against disrupted communication pathways. We also provide engineering services to assist certain governmental and other customers in developing new applications to operate on our network and to enhance our ground network. These services include hardware and software designs to develop specific applications operating over our satellite network, as well as the installation of gateways and antennas.
Terrestrial Spectrum and Network Solutions
We have terrestrial licenses in 12 countries resulting in approximately 12.0 billion MHz-POPs (megahertz of our terrestrial spectrum authority in each country multiplied by a total population of approximately 1.0 billion over the covered area) as of December 31, 2025. Prospective spectrum partners, including cable companies, wireless carriers, system integrators, utilities and other infrastructure operators, are able to benefit from access to uniform and increasingly “borderless” spectrum working
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across geographies. We believe our portfolio of terrestrial spectrum represents a substantial opportunity for us. The Updated Services Agreements significantly enhanced the device ecosystem for Band 53/n53 by enabling access to our terrestrial spectrum band in certain of the Customer's devices.
In January 2026, we exercised our right under the Intellectual Property License Agreement (the “License Agreement”) with XCOM Labs, Inc. (now known as Virewirx, Inc.) (“XCOM”) to purchase intellectual property assets relating to the development and commercialization of XCOM’s technologies for wireless spectrum innovations, including XCOM RAN systems, which is XCOM’s commercially available coordinated multi-point radio system. XCOM RAN systems deliver substantial capacity gains in dense, complex, challenging wireless environments in sub 7 GHz spectrum. We also now own XCOM’s peer-to-peer connectivity technologies that could have applications across cellular and satellite devices. Certain former XCOM employees, who developed these technologies are employed by Globalstar and continuing to further commercialize the technology. We believe bringing together Globalstar’s terrestrial spectrum and relationships with leading partners around the world with XCOM’s differentiated technology creates a significant opportunity to deliver private networks for mission-critical needs of customers.
Terrestrial spectrum and network solutions revenue is included in "Government and Other Services" within the service revenue category of our results of operations.
Globalstar System
Our constellation of Low Earth Orbit ("LEO") satellites is designed to maximize the probability that at least one satellite is visible from any point on the Earth's surface between the latitudes 70° north and 70° south. Our goal is to provide service levels and call or message success rates equal to or better than our MSS competitors, so our products and services are attractive to potential customers.
In 2022, we entered into a satellite procurement agreement with Macdonald, Dettwiler and Associates Corporation ("MDA Space") pursuant to which we expect to acquire 17 satellites to replace our HIBLEO-4 U.S.-licensed system. In August 2024, the Federal Communications Commission (the "FCC") Space Bureau granted our application to replace our HIBLEO-4 U.S.-licensed system with up to 26 satellites and operate them under a renewed 15-year license term to provide long-term continuity of our MSS. The technical specifications and design of these replacement satellites are similar to our current satellites. We currently expect delivery of the 17 replacement satellites during 2026, with the first set expected in early 2026 and the second set in mid-2026. These replacement satellites are expected to complement our existing second-generation constellation to ensure continuous service delivery. In February 2025, we entered into another agreement with MDA Space pursuant to which we expect to acquire more than 50 third-generation C-3 System (defined below) satellites related to the Extended MSS Network.
In each of August 2023 and June 2025, we entered into a Launch Services Agreement with Space Exploration Technologies Corp. (“SpaceX”) and certain related ancillary agreements (collectively, the “Launch Services Agreements”), providing for two launches of the replacement satellites that we are acquiring pursuant to the 2022 satellite procurement agreement with MDA Space. We currently expect to complete both launches during 2026 with the first launch, consisting of eight replacement satellites, anticipated during the first half of 2026, and the launch of the second set of replacement satellites anticipated during the second half of 2026. In October 2024, we entered into agreements with SpaceX for the launch of the new C-3 System third-generation satellites to support the Extended MSS Network.
Our satellites communicate with our global network of gateways, each of which serves an area of up to 1,000,000 square miles. Each gateway consists of multiple 6-meter tracking antennas, spaced at least 50 meters apart with associated electronics and other infrastructure. A gateway must be within line-of-sight of a satellite and the satellite must be within line-of-sight of the subscriber to provide services. We locate our gateways to maximize coverage over most of the Earth's land and human population and provide redundancy in the unlikely event that a tracking antenna or gateway is offline for any reason. We continue to evaluate and, as deemed necessary, expand our global network of gateways to meet market demand and optimize coverage and service quality. We have announced plans to expand our ground network to support the Extended MSS Network with construction underway at critical sites around the globe. We continue to progress our infrastructure expansion with construction underway at most sites around the globe, including certain sites in North America, Asia and Europe where construction is complete. This global expansion initiative is expected to include approximately 90 new antennas across 35 ground stations in 25 countries.
Each of our gateways has multiple antennas that communicate with our satellites and pass communications seamlessly between antenna beams and satellites as the satellites traverse the gateways, thereby reflecting the signals from our users' terminals to our gateways. Once a satellite acquires a signal from an end-user, the Globalstar System authenticates the user and establishes the voice or data channel to complete the call to a device connected to the public switched telephone network
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(“PSTN”), a cellular or another wireless network or the internet for data communications including Commercial IoT communication services.
We believe that the design of the Globalstar System enables faster and more cost-effective maintenance and upgrades because the software and much of the hardware are located on the ground and thus readily accessible. Our multiple gateways allow us to reconfigure the Globalstar System quickly to extend another gateway's coverage to make up for lost coverage from a disabled gateway or to increase capacity resulting from surges in demand.
Our ground network includes our ground equipment, which uses technology permitting communication to multiple satellites. The architecture of the Globalstar System provides full frequency re-use. This maximizes satellite diversity (which maximizes quality) and network capacity as we can reuse the assigned spectrum in every satellite beam in every satellite. In addition, we have developed a proprietary technology for our SPOT and Commercial IoT communication services.
Customers
We provide services to customers in each area of our business, including communications products and services, wholesale satellite capacity services, government services, and terrestrial spectrum and network solutions.
We enable direct-to-cellular connectivity over the Globalstar System to the Customer under the Updated Services Agreements through a wholesale capacity arrangement. For the years ended December 31, 2025, 2024 and 2023, the Customer under the Updated Services Agreements was responsible for 63%, 58%, and 49%, respectively, of our total revenue. No other customer was responsible for more than 10% of our revenue during these years. The loss of the Customer may have an adverse impact on our financial condition, results of operations and cash flows. See Item 1A. Risk Factors, “Revenue under the Updated Services Agreements constitutes a majority of our current revenue, and there is no assurance that we will receive the revenue expected under the Updated Services Agreements.” for further discussion.
As of December 31, 2025, we had approximately 791,000 MSS subscribers worldwide. Our subscriber count only includes our MSS subscribers who have an active Globalstar service contract. For our subscriber driven revenue, the specialized needs of our global customers span many industries. The Globalstar System is able to offer our customers cost-effective communications solutions completely independent of cellular coverage. Although traditional users of wireless telephony and broadband data services have access to such services in developed locations, our MSS customers often operate, travel and/or live in remote regions or regions with under-developed telecommunications infrastructure where such services are not readily available or are not provided on a reliable basis.
Communications Products and Services
Commercial IoT Transmission Products
Satellite IoT connectivity has become more critical to a growing number of sectors and use cases. We provide both one-way and two-way data services from an IoT device over the Globalstar System that can be used to track and monitor assets. Our subscribers use our Commercial IoT devices for a host of applications, including to track assets, such as: cargo containers and rail cars, and to monitor utility meters and oil and gas assets. At the heart of our Commercial IoT services is a demodulator and radio-frequency interface, called an appliqué, which is located at a gateway and an application server in our facilities. The appliqué-equipped gateways provide coverage over vast areas of the globe. The small size of the IoT devices makes them attractive for use in tracking asset shipments, monitoring unattended remote assets, trailer tracking and mobile security. Our recently launched two-way data services have capabilities that include tracking as well as command, control and acknowledgment message types. We provide Commercial IoT services to customers operating in a variety of industries, primarily government, transportation, construction, agriculture and forestry. Current customers include various governmental agencies, such as the Federal Emergency Management Agency, U.S. Army, U.S. Air Force, National Oceanic and Atmospheric Administration, U.S. Forest Service and U.K. Ministry of Defence, as well as other organizations, such as BP, Shell and The Salvation Army.
We designed our Commercial IoT services to address demand in the market for a small and cost-effective solution for sending data, such as geographic coordinates, from assets or individuals in remote locations to a central monitoring station. Customers realize an efficiency advantage from tracking assets on a single global system as compared to several regional systems.
Satellite Transmitter Modules and Chips
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Financial statements
data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis 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 2025 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, including the risk factors set forth in Part I, Item 1A of our 2025 Annual Report, as updated in Part II, Item 1A of this Report. 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.
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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 satellite capacity services. We offer these services over our network of in-orbit satellites and ground stations ("gateways") pursuant to our spectrum licenses, which we refer to collectively as the Globalstar System. In addition to supporting Internet of Things ("IoT") data transmissions in a variety of applications, we provide reliable connectivity in areas not served or underserved by terrestrial wireless and wireline networks and in circumstances where terrestrial networks are not operational due to natural or man-made disasters. By providing global mobile satellite communications services, we aim to meet our customers' increasing desire for connectivity.
Pending Mergers with Amazon.com, Inc.
On April 13, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Amazon.com, Inc., a Delaware corporation (“Amazon”), Grapefruit Acquisition Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Amazon (“Acquisition Sub I”), and Grapefruit Acquisition Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Amazon (“Acquisition Sub II” and, together with Amazon and Acquisition Sub I, the “Buyer Parties”), pursuant to which and subject to the terms and conditions of the Merger Agreement, the Buyer Parties have agreed to acquire us (the "Mergers"). The Mergers are expected to close in 2027, subject to satisfaction of certain closing conditions in the Merger Agreement, including required regulatory approvals; however, no assurance can be given as to when, or if, the Mergers will occur. Refer to Note 14: Subsequent Events to our consolidated financial statements for further discussion on the Mergers.
Business Strategy
Our competitive advantages are leveraged through our ability to deliver communications products and services, wholesale satellite capacity services, government services, and terrestrial spectrum and network solutions. These core competencies are outlined below.
Wholesale Satellite Capacity Services
Wholesale satellite capacity services include satellite network access and related services over the Globalstar System.
We provide certain services to Apple Inc. (the "Customer") pursuant to a service agreement and certain related ancillary agreements (collectively, the "Service Agreements"). In October 2024, we agreed to make certain amendments to the Service Agreements and entered into other related agreements with the Customer (the Service Agreements, as amended, collectively, the "Updated Services Agreements") to deliver expanded services over a new MSS network, including a new satellite constellation, expanded ground infrastructure, and increased global MSS licensing (collectively the "Extended MSS Network"). The Updated Services Agreements generally require us to allocate network capacity to support the services we provide to the Customer and for the Customer to enable Band 53/n53 for use in cellular-enabled devices designated by the Customer for use with our services. For additional information about the Updated Services Agreements, including the recent SOW Amendment, see Note 2: Special Purpose Entity and Note 14: Subsequent Events to our condensed consolidated financial statements.
As consideration for the services provided by us to the Customer under the Updated Services Agreements, payments to us include a fixed service fee, fees relating to certain service-related operating expenses and capital expenditures, additional fees related to expanded services, and potential bonus payments subject to satisfaction of certain licensing, service and related criteria.
We retain 15% of our current and future network capacity to support our other customers, including our existing and future Commercial IoT, SPOT and Duplex subscribers. We believe that this capacity can support a substantial increase in our own subscriber base. This retained satellite capacity can be used by us directly or through additional wholesale customer opportunities.
For the three months ended March 31, 2026 and 2025, the Customer under the Updated Services Agreements was responsible for 66% and 61%, 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.
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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 March 31, 2026, we had approximately 797,000 MSS subscribers worldwide. Our subscriber count only includes our MSS subscribers who have an active Globalstar contract. For our subscriber driven revenue, the specialized needs of our global customers span many industries. The Globalstar System is able to offer our customers cost-effective communications solutions completely independent of cellular coverage. Although traditional users of wireless 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 products and solutions that we offer to our customers. As technological advancements are made, we continue to explore opportunities to develop new products and provide new services over the Globalstar System to meet the needs of our existing and prospective customers. In October 2025, we released the RM200M two-way module, designed to integrate into IoT and industrial solutions. Our current initiatives are focused in part on further investment and development of Commercial IoT-enabled devices, including a two-way reference design module and finished products with satellite only and multimode capabilities.
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 (S-Band) throughout the United States and its territories. The Third Generation Partnership Project ("3GPP"), an organization that produces technical specifications and reports for 3GPP technologies, has designated the 11.5 MHz terrestrial band as Band 53 with the 5G variant of our Band 53, known as n53 (collectively "Band 53/n53").
We have terrestrial licenses in 12 countries, resulting in approximately 12.0 billion MHz-POPs (megahertz of our terrestrial spectrum authority in each country multiplied by a total population of approximately 967 million over the covered area) as of March 31, 2026. 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 portfolio of terrestrial spectrum represents a substantial opportunity for us. The Updated Services Agreements significantly enhanced the device ecosystem for Band 53/n53 by enabling access to our terrestrial spectrum band in certain of the Customer's devices.
In January 2026, we exercised our right under the Intellectual Property License Agreement (the "License Agreement") with XCOM Labs, Inc. (now known as Virewirx, Inc.) ("XCOM") to purchase intellectual property assets relating to the development and commercialization of XCOM’s technologies for wireless spectrum innovations, including XCOM RAN systems, which is XCOM’s commercially available coordinated multi-point radio system. XCOM RAN systems deliver substantial capacity gains in dense, complex, challenging wireless environments in sub 7 GHz spectrum. We also now own XCOM’s peer-to-peer connectivity technologies that could have applications across cellular and satellite devices. Certain former XCOM employees, who developed these technologies are employed by Globalstar and continuing to further commercialize the technology. We believe bringing together Globalstar’s terrestrial spectrum and relationships with leading partners around the world with XCOM’s differentiated technology creates a significant opportunity to deliver private networks for mission-critical needs of customers.
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Globalstar System
Satellite and Ground Network
Our constellation of Low Earth Orbit ("LEO") satellites is designed to maximize the probability that at least one satellite is visible from any point on the Earth's surface between the latitudes 70° north and 70° south. Our goal is to provide service levels and call or message success rates equal to or better than our MSS competitors, so our products and services are attractive to potential customers.
In 2022, we entered into a satellite procurement agreement with Macdonald, Dettwiler and Associates Corporation ("MDA Space") pursuant to which we expect to acquire 17 satellites to replace our HIBLEO-4 U.S.-licensed system. In August 2024, the Federal Communications Commission (the "FCC") Space Bureau granted our application to replace our HIBLEO-4 U.S.-licensed system with up to 26 satellites and operate them under a renewed 15-year license term to provide long-term continuity of our MSS. The technical specifications and design of these replacement satellites are similar to our current satellites. The first set of replacement satellites was delivered in April 2026 and we currently expect the second set to be delivered in mid-2026. These replacement satellites are expected to complement our existing second-generation constellation to ensure continuous service delivery. In February 2025, we entered into another agreement with MDA Space pursuant to which we expect to acquire more than 50 third-generation C-3 System (defined below) satellites related to the Extended MSS Network.
In each of August 2023 and June 2025, we entered into a Launch Services Agreement with Space Exploration Technologies Corp. ("SpaceX") and certain related ancillary agreements (collectively, the "Launch Services Agreements"), providing for two launches of the replacement satellites that we are acquiring pursuant to the 2022 satellite procurement agreement with MDA Space. We currently expect to complete both launches during 2026, with the launch of the first set of replacement satellites scheduled for May 2026 and the launch of the second set of replacement satellites expected to occur during the second half of 2026. In October 2024, we entered into agreements with SpaceX for the launch of the new C-3 System third-generation satellites to support the Extended MSS Network.
Our satellites communicate with our global network of gateways, each of which serves an area of up to 1,000,000 square miles. Each gateway consists of multiple 6-meter tracking antennas, spaced at least 50 meters apart with associated electronics and other infrastructure. A gateway must be within line-of-sight of a satellite and the satellite must be within line-of-sight of the subscriber to provide services. We locate our gateways to maximize coverage over most of the Earth's land and human population and provide redundancy in the unlikely event that a tracking antenna or gateway is offline for any reason. We continue to evaluate and, as deemed necessary, expand our global network of gateways to meet market demand and optimize coverage and service quality. We have announced plans to expand our ground networks to support the Extended MSS Network with construction underway at critical sites around the globe. We continue to progress our infrastructure expansion with construction underway at most sites around the globe, including certain sites in North America, Asia and Europe where construction is complete. This global expansion initiative is expected to include approximately 90 new antennas across 35 ground stations in 25 countries.
Each of our gateways has multiple antennas that communicate with our satellites and pass communications seamlessly between antenna beams and satellites as the satellites traverse the gateways, thereby reflecting the signals from our users' terminals to our gateways. Once a satellite acquires a signal from an end-user, the Globalstar System authenticates the user and establishes the voice or data channel to complete the call to a device connected to the public switched telephone network ("PSTN"), a cellular or another wireless network or the internet for data communications including Commercial IoT communication services.
We believe that the design of the Globalstar System enables faster and more cost-effective maintenance and upgrades because the software and much of the hardware are located on the ground and thus readily accessible. Our multiple gateways allow us to reconfigure the Globalstar System quickly to extend another gateway's coverage to make up for lost coverage from a disabled gateway or to increase capacity resulting from surges in demand.
Our ground network includes our ground equipment, which uses technology permitting communication to multiple satellites. The architecture of the Globalstar System provides full frequency re-use. This maximizes satellite diversity (which maximizes quality) and network capacity as we can reuse the assigned spectrum in every satellite beam in every satellite. In addition, we have developed a proprietary technology for our SPOT and Commercial IoT communication services.
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Spectrum and Regulatory Structure
We benefit from a worldwide allocation of radio frequency spectrum in the international radio frequency tables administered by the International Telecommunications Union ("ITU"). Access to this globally harmonized spectrum enables us to design satellites, networks and terrestrial infrastructure enhancements more cost effectively because the products and services supported by the ITU can be deployed and sold worldwide. In addition, this broad spectrum allocation enhances our ability to capitalize on existing and emerging wireless and broadband applications.
We have acquired the operational rights to the AST-NG-C-3 system filing made by the Republic of France with the ITU. This filing will enable us to commercialize our third-generation MSS network (the "C-3 System") to support the Services (as defined herein) provided over the Extended MSS Network. We have applied to the French government to secure the necessary authorizations to launch and operate the C-3 System. We are also pursuing market access approvals from multiple countries, including the United States. In February 2025, we filed a petition with the FCC requesting U.S. market access for the C-3 System. The FCC Space Bureau has accepted our petition for filing and published it for public comment.
We believe our MSS spectrum position provides potential for harmonized terrestrial authority across many international regulatory domains and have received and continue to seek approvals in various international jurisdictions.
Performance Indicators
Our management reviews and analyzes several key performance indicators in order to manage our business and assess the quality and potential variability of our earnings and cash flows. These key performance indicators include:
•total revenue, which is an indicator of our overall business growth;
•subscriber growth and churn rate, which are both indicators of the satisfaction of our customers;
•average monthly revenue per user, or ARPU, which is an indicator of our pricing and ability to obtain effectively long-term, high-value customers. We calculate ARPU separately for each type of our subscriber-driven revenue, including Commercial IoT, SPOT and Duplex;
•operating income and adjusted EBITDA, both of which are indicators of our financial performance; and
•capital expenditures, which are an indicator of future revenue growth potential and cash requirements.
Comparison of the Results of Operations for the three months ended March 31, 2026 and 2025
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 March 31, 2026, total revenue increased 17% to $70.1 million from $60.0 million for the same period in 2025. The increase in revenue for the three months ended March 31, 2026 resulted primarily from higher wholesale capacity services. See below for a discussion of the main fluctuations in revenue.
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The following table sets forth amounts and percentages of our revenue by type of service for customers using the Globalstar System (in thousands):
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||||||
| Revenue | % of Total Revenue | Revenue | % of Total Revenue | |||||||||||||||||||||||||||||||||||||
| Service revenue: | ||||||||||||||||||||||||||||||||||||||||
Wholesale capacity services | $ | 46,267 | 66 | % | $ | 36,709 | 61 | % | ||||||||||||||||||||||||||||||||
| Subscriber services | ||||||||||||||||||||||||||||||||||||||||
| Commercial IoT | 7,450 | 11 | 6,580 | 11 | ||||||||||||||||||||||||||||||||||||
| SPOT | 8,655 | 12 | 9,371 | 16 | ||||||||||||||||||||||||||||||||||||
| Duplex | 2,576 | 4 | 3,452 | 6 | ||||||||||||||||||||||||||||||||||||
| Government and other services | 1,753 | 3 | 955 | 1 | ||||||||||||||||||||||||||||||||||||
| Total service revenue | $ | 66,701 | 96 | % | (1) | $ | 57,067 | 95 | % | (1) | ||||||||||||||||||||||||||||||
(1)The remaining 4% and 5% of our total revenue for the three months ended March 31, 2026 and 2025, respectively, is attributable to subscriber equipment sales from the sale of MSS devices that work over the Globalstar System.
The following table sets forth our average number of subscribers and ARPU by type of subscriber services revenue:
| Three Months Ended March 31, | |||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||
| Average number of subscribers for the period: | |||||||||||||||||||
| Commercial IoT | 565,844 | 523,349 | |||||||||||||||||
| SPOT | 211,115 | 229,512 | |||||||||||||||||
| Duplex | 16,786 | 23,189 | |||||||||||||||||
| Other | 204 | 249 | |||||||||||||||||
| Total | 793,949 | 776,299 | |||||||||||||||||
| ARPU (monthly): | |||||||||||||||||||
| Commercial IoT | $ | 4.39 | $ | 4.19 | |||||||||||||||
| SPOT | 13.67 | 13.61 | |||||||||||||||||
| Duplex | 51.15 | 49.62 | |||||||||||||||||
We count "subscribers" based on the number of devices that are subject to agreements that entitle them to use our data or voice communications services rather than the number of persons or entities who own or lease those devices. Other providers of comparable services may count their subscribers differently.
Wholesale capacity services revenue reflects revenue from providing satellite network access and related services to the Customer under the Updated Services Agreement. Government and other services revenue includes revenue generated primarily from terrestrial spectrum and network solutions as well as governmental and engineering service contracts. None of these service revenue items are subscriber driven. Accordingly, we do not present ARPU for wholesale capacity services revenue or government and other services revenue in the table above.
Service Revenue
Wholesale capacity services revenue increased 26% for the three months ended March 31, 2026, compared to the same period in 2025. Wholesale capacity services revenue reflects revenue from the Customer under the Updated Services Agreements. The majority of the increase during the first quarter of 2026 related to the timing and amount of service fees associated with the reimbursement of network-related costs.
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Commercial IoT service revenue increased 13% for the three months ended March 31, 2026, compared to the same period in 2025. Average subscribers increased 8% for the three months ended March 31, 2026, compared to the same period in 2025, due to higher subscriber activations on a last twelve month basis. We also expect activations to continue to increase in 2026 due to commercial sales of our recently-launched two-way reference design module.
SPOT service revenue decreased $0.7 million for the three months ended March 31, 2026, compared to the same period in 2025, due 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 $0.9 million for the three months ended March 31, 2026, compared to the same period in 2025 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.
Government and other services revenue increased 84% for the three months ended March 31, 2026, compared to the same period in 2025. Government and other services revenue includes fees earned from various governmental service contracts as well as services associated with XCOM RAN sales. We have a network services agreement with Parsons Corporation, a leading technology provider in the national security and global infrastructure markets, to utilize our satellite network for a mission critical service for government applications. Revenue associated with this agreement increased during the third quarter of 2025 as we moved from the proof of concept phase into the first year of services provided under the agreement. The increase in government and other services revenue during the first quarter of 2026 compared to the same period in 2025 was primarily due to revenue associated with the contract with Parsons.
Subscriber Equipment Sales
Revenue generated from subscriber equipment sales increased $0.4 million for the three months ended March 31, 2026, compared to the same period in 2025 due to increase in volume of both SPOT and Commercial IoT device sales.
Operating Expenses
Total operating expenses decreased to $61.9 million from $68.5 million for the three months ended March 31, 2026, compared to the same period in 2025. This decrease was primarily due to a noncash loss on disposal of assets recorded during the first quarter of 2025 that did not recur in 2026. The main contributors to the variances in operating expenses are explained in detail below.
Cost of Services
Cost of services increased $4.8 million for the three months ended March 31, 2026 compared to the same period in 2025. 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 months ended March 31, 2026, personnel costs that support the Globalstar System increased $1.7 million. Ground network costs, such as occupancy and maintenance charges increased $1.2 million for the three months ended March 31, 2026 compared to the same period in 2025.
Cost of services also increased during the first quarter of 2026 compared to the same period in 2025 due to nonrecurring Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") tax credit received in the prior year's first quarter totaling $1.4 million.
Cost of Subscriber Equipment Sales
Cost of subscriber equipment sales increased 21% for the three months ended March 31, 2026 compared to the same period in 2025. This increase is generally consistent with the increase in revenue generated from subscriber equipment sales during the period.
Marketing, General and Administrative
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Marketing, general and administrative expenses increased $3.2 million for the three months ended March 31, 2026, compared to the same period in 2025. This increase was due to higher personnel costs as well as higher legal and professional fees. Personnel costs increased $1.2 million primarily due to additional fringe costs for employee taxes associated with nonrecurring equity vestings during the first quarter of 2026. Legal and professional fees increased $1.4 million during the three months ended March 31, 2026 compared to the same period in 2025 due primarily to transaction costs related to the Mergers, totaling $3.2 million; these costs were partially offset by nonrecurring costs associated with the Globalstar SPE that were incurred during the first quarter of 2025.
Marketing, general and administrative expenses also increased during the first quarter of 2026 compared to the same period in 2025 due to nonrecurring CARES Act tax credit received in the prior year totaling $0.6 million.
Stock-Based Compensation
Stock-based compensation expense decreased $4.3 million for the three months ended March 31, 2026, compared to the same period in 2025. The decrease was due primarily to restricted stock units ("RSUs") granted to certain executives in connection with the License Agreement in 2023. During 2023, we granted 3.0 million RSUs, which are earned over a four-year performance period and vest upon Globalstar common stock trading at various price levels throughout the performance period. The total fair value of the RSUs was $39.5 million and is being recognized over the derived service period of 2.6 years; with 17%, 59%, 23% and 1% of the compensation cost for these RSUs being recognized during 2023, 2024, 2025 and 2026, respectively. This award will be fully recognized by the end of the second quarter of 2026.
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 2026.
Depreciation, amortization and accretion
Depreciation, amortization and accretion expense decreased $3.9 million for the three months ended March 31, 2026, compared to the same period in 2025. During the years 2010 through 2013, we launched our second-generation satellites. The estimated useful lives of these satellites is 15 years; accordingly, during the past twelve months, several of these satellites were fully depreciated, resulting in a decrease in depreciation expense during the first quarter of 2026.
Other (Expense) Income
Interest Income and Expense
Interest income and expense, net, increased $11.9 million during the three months ended March 31, 2026, compared to the same period in 2025.
Interest costs associated with the Infrastructure Prepayment increased $14.5 million, representing a non-cash significant financing component in accordance with ASC 606. Capitalized interest costs were higher by $1.9 million due in part to the fluctuation in interest costs eligible for capitalization, which decreased "interest income and expense, net". Other smaller items contributed to the remaining variance for the period.
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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 $1.6 million during the three months ended March 31, 2026, compared to foreign currency gains of $4.1 million and during the three months ended March 31, 2025. 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.
Derivative Gain (Loss) and Other Income (Expense)
During the first quarter of 2026, derivative gain (loss) and other income (expense) fluctuated by $2.1 million to a loss of $2.6 million 2026 from a loss of $0.4 million for the same period in 2025. Derivative gains and losses primarily include the mark-to-market adjustments associated with the embedded derivative within the 2024 Debt Repayment. The fluctuation in the value of this embedded derivative is due to certain significant inputs used in the fair value measurement, specifically the discount yield and the estimated achievement of project milestones (as amended in April 2026). As the discount yield used in the valuation process increases, the fair value of the embedded derivative decreases. 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. Also, as the probability of reaching the relevant milestones increases, the fair value of the embedded derivative also increases.
Income Tax Expense
Income tax expense decreased $3.0 million during the three months ended March 31, 2026, compared to the same periods in 2025. In both periods, tax expense is being driven by state current tax on forecasted taxable income and the state tax impacts of uncertain tax positions in the United States. The decrease in tax expense is primarily attributable to a lower estimated annual effective tax rate in the current year, which reduces the proportional impact of state current tax expense and uncertain tax position expense relative to the prior year period.
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. 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 2023 Funding Agreement and 2024 Debt Repayment 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 March 31, 2026 and December 31, 2025, we held cash and cash equivalents of $358.4 million and $447.5 million, respectively. The decrease in cash and cash equivalents during the first quarter of 2026 was due primarily to capital expenditures associated with our commitments under the Updated Services Agreements, including network expansion and upgrades, and the timing of proceeds under the Infrastructure Prepayment and the 2023 Funding Agreement. No funds were received under these agreements during the first quarter of 2026.
The principal amount of our debt outstanding was $403.8 million at March 31, 2026, compared to $410.0 million at December 31, 2025. This decrease was due to the final scheduled recoupment of $6.3 million under the 2021 Funding Agreement.
Refer to Note 14: Subsequent Events to our consolidated financial statements for discussion of the Mergers and (i) the related amendment to the 2024 Prepayment Agreement, (ii) related amendments to the warrants issued to the Customer and to Thermo to provide for the automatic cashless exercise of any vested and unexercised warrants immediately prior to the consummation of the Mergers, and (iii) the proposed cancellation of the Series A Preferred Stock in exchange for the liquidation preference upon consummation of the Mergers.
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Cash Flows for the three months ended March 31, 2026 and 2025
The following table shows our cash flows from operating, investing and financing activities (in thousands):
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
| Net cash provided by operating activities | $ | 35,227 | $ | 51,864 | |||||||
| Net cash used in investing activities | (116,425) | (190,582) | |||||||||
| Net cash used in financing activities | (8,036) | (11,406) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | 211 | 371 | |||||||||
| Net decrease in cash and cash equivalents | $ | (89,023) | $ | (149,753) | |||||||
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 three months ended March 31, 2026 was $35.2 million, compared to net cash provided by operating activities of $51.9 million during the same period in 2025. Unfavorable working capital changes, specifically resulting from the timing of cash receipts pursuant to the Updated Services Agreements, contributed to the decrease in cash flows provided by operating activities. During the first quarter of 2026, $7.5 million in accelerated fees were paid to us pursuant to the Updated Services Agreement compared to $22.5 million paid during the first quarter of 2025. Other unfavorable working capital changes were generally offset by higher net income, after adjusting for noncash items.
Cash Flows Used in Investing Activities
Net cash used in investing activities was $116.4 million for the three months ended March 31, 2026, compared to $190.6 million for the same period in 2025. Net cash used in investing activities during both periods included primarily network upgrades associated with the Updated Services Agreements. The decrease during the first quarter of 2026 was due primarily to the timing of milestone payments made to MDA Space and SpaceX.
Cash Flows Used in Financing Activities
Net cash used in financing activities was $8.0 million during the three month period ended March 31, 2026, compared to $11.4 million for the same period in 2025. During both periods, we made payments for the scheduled recoupments pursuant to the terms of the 2021 Funding Agreement and paid cash dividends to holders of the Series A Preferred Stock. The final scheduled recoupment pursuant to the terms of the 2021 Funding Agreement was made in March 2026.
Indebtedness and Other Financing Arrangements
At March 31, 2026, the principal amount of our debt totaled $403.8 million, which accrues fees at a weighted average stated rate up to 9%.
At March 31, 2026, our deferred revenue, net, totaled $891.7 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, 2023 Funding Agreement, Infrastructure Prepayment and dividends paid to holders of the Series A Preferred Stock, see Note 6: Long-Term Debt and Other Financing Arrangements and Note 2: Special Purpose Entity to our condensed consolidated financial statements. For more information regarding the amendments to certain of these agreements in connection with the Mergers, refer to Note 14: Subsequent Events to our consolidated financial statements.
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Off-Balance Sheet Transactions
We have no material off-balance sheet transactions.
Recently Issued Accounting Pronouncements
For a discussion of recent 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 2025 Annual Report.
Recent insider activity
| Date | Insider | Role | Action | Shares | Price | Value |
|---|---|---|---|---|---|---|
| 2026-06-04 | Clary Rebecca | VP & Chief Financial Officer | Sell | -920 | $81.75 | -$75,210 |
| 2026-04-28 | Clary Rebecca | VP & Chief Financial Officer | Sell | -4,066 | $81.24 | -$330,326 |
| 2026-04-15 | Clary Rebecca | VP & Chief Financial Officer | Sell | -4,037 | $79.85 | -$322,354 |
| 2026-03-19 | JACOBS PAUL E | Chief Executive Officer | Sell | -714 ×2 | $59.56 | -$42,526 |
Source: SEC Form 4 filings.
Next expected filings
- ~2026-08-06 10-Q expected by 2026-08-09 (in 56 days)
- ~2026-11-05 10-Q expected by 2026-11-08 (in 147 days)
- ~2027-02-27 10-K expected by 2027-02-28 (in 261 days)
- ~2027-05-06 10-Q expected by 2027-05-09 (in 329 days)
Predicted from historical filing cadence; not an SEC commitment.
Recent SEC filings
- 2026-05-07 8-K Earnings Release; Financial Statements and Exhibits
- 2026-05-07 10-Q Quarterly Report
- 2026-04-14 8-K Material Agreement Entered; Material Financial Obligation; Regulation FD Disclosure; Financial Statements and Exhibits
- 2026-02-27 10-K Annual Report
- 2026-02-27 8-K Earnings Release; Financial Statements and Exhibits
- 2025-11-06 10-Q Quarterly Report
- 2025-11-06 8-K Earnings Release; Financial Statements and Exhibits
- 2025-08-07 10-Q Quarterly Report
- 2025-08-07 8-K Earnings Release; Financial Statements and Exhibits
- 2025-05-08 10-Q Quarterly Report
- 2025-05-08 8-K Earnings Release; Financial Statements and Exhibits
- 2025-02-28 10-K Annual Report
- 2025-02-27 8-K Earnings Release; Financial Statements and Exhibits
- 2025-02-07 8-K Material Modification to Rights; Bylaws/Articles Amended; Other Events; Financial Statements and Exhibits
- 2025-01-21 8-K Delisting Notice; Other Events; Financial Statements and Exhibits