Form 8-K

8-K — Globalstar, Inc.

Accession: 0001366868-26-000027

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001366868

SIC: 4899 (COMMUNICATION SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — gsat-20260507.htm (Primary)

EX-99.1 (gsat20260331-ex991.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

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gsat-20260507

0001366868FALSE00013668682026-05-072026-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

GLOBALSTAR, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-33117 41-2116508

(State or Other Jurisdiction of Incorporation) (Commission

File Number) (IRS Employer

Identification No.)

1351 Holiday Square Blvd.

Covington, LA 70433

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (985) 335-1500

N/A

(Former Name or Former Address, if Changed Since Last Report)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 7, 2026, Globalstar, Inc. (the "Company") issued a press release announcing the Company's financial and operating results for the three months ended March 31, 2026. A copy of the press release is furnished hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K, including Exhibit 99.1, is furnished pursuant to the rules and regulations of the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press release dated May 7, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

GLOBALSTAR, INC.

By: /s/ Rebecca S. Clary

Rebecca S. Clary

Chief Financial Officer

Date: May 7, 2026

EX-99.1

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Document

GLOBALSTAR ANNOUNCES FIRST QUARTER 2026 FINANCIAL RESULTS

•Generated first quarter 2026 revenue of $70.1 million, a 17% increase from the prior year's first quarter, bolstered by higher wholesale capacity services revenue

•Announced entry into definitive merger agreement with Amazon

•Advanced satellite constellation roadmap with two planned launches during 2026 and further development of next-generation satellites

•Received further regulatory clarity from the Federal Communications Commission's ("FCC") Space Bureau reaffirming Globalstar’s exclusive MSS operating rights in the Big LEO spectrum band

Covington, LA, May 7, 2026 -- Globalstar, Inc. (Nasdaq: GSAT) (“Globalstar” or the “Company”) today announced its financial results for the first quarter ended March 31, 2026.

“We delivered strong operational and financial results in the first quarter, continuing the momentum we built entering 2026,” said Dr. Paul E. Jacobs, CEO of Globalstar. “Demand is growing across our government, defense, and private wireless businesses, reflecting the market's need for scalable, integrated solutions across both satellite and terrestrial based connectivity. Subsequent to the quarter end, we announced our entry into a merger agreement with Amazon, which we believe marks a significant milestone — one that validates the long-term strategy Globalstar has pursued for more than 30 years and positions us to deliver on the vision of connecting users and devices anywhere and anytime. Finally, Globalstar greatly appreciates the recent decision of the FCC’s Space Bureau regarding the exclusive nature of our licensed MSS spectrum.”

RECENT OPERATIONAL HIGHLIGHTS

Pending Mergers with Amazon.com, Inc.: On April 13, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Amazon.com, Inc. (“Amazon”), pursuant to which Amazon intends to acquire the Company, subject to the satisfaction of certain conditions (collectively, the “Mergers”). Globalstar satellites, radio frequency spectrum, and operational expertise will enable Amazon Leo to add direct-to-device services to future generations of its low Earth orbit satellite network. Globalstar stockholders will elect to receive for each share of Globalstar common stock they own either (i) $90.00 in cash or (ii) 0.3210 shares of Amazon common stock with a value capped at $90.00 per share. This consideration is subject to a proration mechanism that caps aggregate cash elections to a maximum of 40% of total outstanding Globalstar shares at the applicable effective time, and is subject to a downward adjustment of a maximum $110 million in the event Globalstar does not achieve certain operational milestones. Globalstar's majority stockholder and certain of its affiliated entities have approved the transaction by written consent. The Mergers are expected to close in 2027, subject to the satisfaction of certain closing conditions under the Merger Agreement, including required regulatory approvals.

Next-Generation Satellite Network Development: Complementing the replacement satellites for our second-generation constellation expected to be launched this year, our third-generation, or C-3, constellation comprised of over 50 satellites is designed to expand network capacity, enhance service durability, and position Globalstar to deliver reliable connectivity across its global footprint and support increasing demand for direct-to-device, IoT and enterprise applications. The regulatory foundation for Globalstar's expanding MSS was further strengthened in April, when the FCC's Space Bureau reaffirmed Globalstar's exclusive MSS operating rights in the Big LEO spectrum band, rejecting with prejudice requests by multiple satellite operators to share its licensed spectrum.

XCOM RAN Ecosystem Progress: Advanced the commercial momentum of XCOM RAN through the launch of an end-to-end 5G private network solution, including radios with Band n53 support, a core network, a management and orchestration module, and 5G supported routers.

Government and Defense Market Expansion: Expanded engagement across government and defense sectors, aligned with a broader market shift toward low size, weight, power, and cost (SWaP-C) technologies and significant IoT

deployments. Globalstar’s satellite network and connectivity solutions are well suited to support distributed sensing, asset tracking, and autonomous systems operating in infrastructure-limited environments.

Market Alignment with Physical AI and Next-Generation Applications: Continued to align its technology portfolio with emerging trends in physical AI, where real-time data processing, automation, and intelligent systems require reliable, low-latency connectivity. Globalstar’s integrated satellite and private wireless capabilities position the Company to support these evolving use cases across industrial, enterprise, and government environments.

FIRST QUARTER FINANCIAL REVIEW

Revenue

Total revenue for the first quarter of 2026 was $70.1 million, including $66.7 million of service revenue and $3.4 million of revenue generated from subscriber equipment sales.

Service revenue increased $9.6 million, or 17%, primarily due to increased wholesale capacity services revenue, and revenue from subscriber equipment sales increased $0.4 million, or 13%, each compared to the prior year's first quarter.

The increase in service revenue associated with wholesale capacity services was primarily due to additional service fees associated with the reimbursement of network-related costs. Additionally, Commercial IoT service revenue increased due to growth in the subscriber base and favorable customer pricing, and government and other services revenue increased due to higher revenue associated with our service agreement with Parsons Corporation as we moved beyond the proof of concept phase in 2025 and into the first year of service.

The increase in revenue from subscriber equipment sales benefited from a higher volume of Commercial IoT and SPOT device sales.

Partially offsetting the increases discussed above were declines in Duplex and SPOT service revenue due to subscriber churn over the last twelve months.

Income (Loss) from Operations

Income from operations was $8.2 million during the first quarter of 2026, compared to loss from operations of $8.5 million during the prior year's first quarter. This improvement was due to higher revenue (discussed above) as well as a decrease in total operating expenses.

The decrease in operating expenses was due to a noncash disposal of assets recognized during the first quarter of 2025 that did not recur in 2026 as well as lower stock-based compensation and depreciation expense. Partially offsetting these decreases were higher cost of services and marketing, general and administrative (“MG&A”) expenses. Higher cost of services resulted primarily from network operating costs to support the build out of our next-generation ground network infrastructure, a significant portion of which are reimbursed to us and recognized as revenue. MG&A expenses were higher than the prior year's first quarter due primarily to personnel costs and increased legal fees due to transaction costs related to the Mergers. Also contributing to the increase in cost of services and MG&A expenses was the recognition of employee retention credits received in the first quarter of 2025 that did not recur in 2026.

Net Loss

Net loss was $17.4 million for the first quarter of 2026, compared to $17.3 million for the prior year's first quarter. The slight increase was due to higher interest expense resulting from our recognition of non-cash imputed interest related to the 2024 Prepayment Agreement (as defined in our periodic reports) as well as net foreign currency losses due to the remeasurement of intercompany balances, offset partially by a favorable change in income from operations (discussed above).

Adjusted EBITDA

Adjusted EBITDA was $33.5 million during the first quarter of 2026 compared to $30.4 million during the prior year's first quarter. Higher revenue was partially offset by an increase in operating expenses (excluding adjustments for non-cash or non-recurring items) due to investment in growth opportunities. Specifically, while we continue to enhance and develop our XCOM RAN product and service offerings, we incur costs, primarily for personnel, in advance of significant revenue.

Adjusted EBITDA is a non-GAAP financial measure. For more information, refer to “Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA.”

Liquidity

As of March 31, 2026, we held cash and cash equivalents of $358.4 million, compared to $447.5 million as of December 31, 2025.

During the first quarter of 2026, net cash flows generated from operations were $35.2 million, capital expenditures were $116.4 million and net cash flows used in financing activities were $8.0 million. Cash and cash equivalents were also positively impacted by a $0.2 million effect of exchange rate changes. Operating cash flows included cash flows generated from the business and a $7.5 million accelerated service fee payment from the Customer pursuant to the Updated Services Agreements. Capital expenditures were primarily associated with our commitments under the Updated Services Agreements related to the deployment of the replacement satellites and Extended MSS Network.

Adjusted free cash flow during the first quarter of 2026 was $28.9 million compared to $47.6 million during the same period in 2025. This decrease was primarily due to the timing of cash receipts pursuant to the Updated Services Agreements — $7.5 million in accelerated service fees were paid to us during the first quarter of 2026 compared to $22.5 million during the first quarter of 2025. Adjusted free cash flow is a non-GAAP financial measure. For more information, refer to “Reconciliation of Non-GAAP Adjusted Free Cash Flow.”

The principal amount of our debt was $403.8 million at March 31, 2026, compared to $410.0 million at December 31, 2025. This decrease was due to the final recoupment of $6.3 million under the 2021 Funding Agreement.

In connection with the Merger Agreement, the Company and Customer entered into an amendment to the 2024 Prepayment Agreement, pursuant to which the parties increased the maximum amount of the High Power Infrastructure Prepayment Balance (as defined in the 2024 Prepayment Agreement) by approximately $468 million to an aggregate maximum Infrastructure Prepayment amount of approximately $1.6 billion.

Capitalized terms not defined herein have the meaning given to such terms in our periodic reports.

SUSPENSION OF FINANCIAL OUTLOOK AND CONFERENCE CALLS

In connection with the pending Mergers with Amazon.com, Inc., Globalstar does not intend to hold future earnings conference calls or provide updates to forward-looking guidance.

About Globalstar, Inc.

Globalstar is a global telecommunications provider connecting what matters most. Through our industry-leading low Earth orbit (LEO) satellite constellation and licensed Band 53/n53 spectrum, we deliver reliable satellite and terrestrial connectivity solutions that empower customers worldwide to connect, transmit, and communicate smarter.

Our comprehensive connectivity ecosystem includes software-defined, purpose-built private wireless network platform, coupled with Globalstar Band 53™ in XCOM RAN™ and trusted GPS messengers Saved by SPOT™ for safety and personal communication for business and enterprise applications.

Serving business, enterprise, and consumer markets across the globe, Globalstar supports applications that track and protect assets, enable automation, enhance operational efficiency, and safeguard lives. With unmatched reach and a relentless focus on innovation, and mission-critical performance, we're redefining what's possible for global connectivity.

Note that all SPOT products described in this press release are the products of SPOT LLC, which is not affiliated in any manner with Spot Image of Toulouse, France or Spot Image Corporation of Chantilly, Virginia.

For more information, visit www.globalstar.com.

Investor Contact Information:

investorrelations@globalstar.com

Cautionary Statement About Forward-Looking Statements

Certain statements contained in this press release other than purely historical information, including, but not limited to, estimates, projections or statements relating to regarding the Mergers, future revenue, financial performance, financial condition, liquidity, adjusted free cash flow, projections, estimates and guidance, 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, our expectations relating to the impact of trade policies (including tariffs), our expectations about our ability to integrate the licensed technology into our current line of business, the expected benefits of the updated services agreements, 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,” “project,” "might," "could," “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. Risks and uncertainties that could cause or contribute to such differences include, without limitation, our ability to complete the Mergers on the anticipated terms and timing, or at all, including obtaining required regulatory approvals and the satisfaction of other conditions to the completion of the Mergers, potential litigation relating to the Mergers, including the effects of any outcomes related thereto, the risk that disruptions from the Mergers (such as the ability of certain of our customers to terminate or amend contracts upon a change of control, or to withhold consent to such change of control) will harm our business, including current plans and operations, our ability to retain and hire key personnel, the diversion of management’s time and attention from ordinary course business operations, potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Mergers, contractual provisions that may impact our ability to pursue certain business opportunities or strategic transactions during the pendency, and/or following the completion of, the Mergers, the occurrence of any event, change, or other circumstance that could give rise to the termination of the Mergers, including in circumstances requiring us to pay a termination fee under the Merger Agreement, our ability to meet our obligations to attain the anticipated benefits under the Updated Services Agreements (as defined herein) and avoid the potential adjustment of the Merger Consideration (as defined herein) if we fail to meet certain milestones based on the Company's agreements with the Customer, and those described under Item 1A. Risk Factors of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and as updated in the Company’s other filings with the SEC. The Company undertakes no obligation to update any of the forward-looking statements after the date of this press release to reflect actual results, future events or circumstances or changes in our assumptions, business plans or other changes.

This press release contains measures such as EBITDA, Adjusted EBITDA, and Adjusted free cash flow, which are not recognized under U.S. generally accepted accounting principles (GAAP). Reconciliations of these non-GAAP measures to amounts reported in the Company’s consolidated financial statements are provided in this press release. For forward-looking Adjusted EBITDA margin, the Company is unable to provide a reconciliation to the most comparable GAAP measure without unreasonable effort because estimating such GAAP measures and providing a meaningful reconciliation is extremely difficult and requires a level of precision that is unavailable for these future periods and the information needed to reconcile these measures is dependent upon future events, many of which are outside of our control as described above. Forward-looking non-GAAP measures are estimated consistent with the relevant definitions and assumptions.

GLOBALSTAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

Three Months Ended

March 31,

2026 2025

Revenue:

Service revenue $ 66,701 $ 57,067

Subscriber equipment sales 3,363 2,965

Total revenue 70,064 60,032

Operating expenses:

Cost of services (exclusive of depreciation, amortization, and accretion shown separately below) 23,433 18,625

Cost of subscriber equipment sales 2,467 2,047

Marketing, general and administrative 14,828 11,589

Stock-based compensation

2,705 6,957

Reduction in the value and disposal of long-lived assets 64 7,038

Depreciation, amortization, and accretion 18,397 22,277

Total operating expenses 61,894 68,533

Income (loss) from operations

8,170 (8,501)

Other income (expense):

Interest income and expense, net of amounts capitalized (19,814) (7,945)

Foreign currency (loss) gain (1,621) 4,106

Derivative loss and other (expense) income

(2,558) (413)

Total other expense

(23,993) (4,252)

Loss before income taxes (15,823) (12,753)

Income tax expense 1,597 4,578

Net loss

$ (17,420) $ (17,331)

Net loss attributable to common shareholders

(20,035) (19,946)

Net loss per common share:

Basic (1)

$ (0.16) $ (0.16)

Diluted (1)

(0.16) (0.16)

Weighted-average shares outstanding:

Basic (1)

128,417 126,476

Diluted (1)

128,417 126,476

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

GLOBALSTAR, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share data)

(Unaudited)

March 31, 2026 December 31, 2025

ASSETS

Current assets:

Cash and cash equivalents $ 358,448 $ 447,471

Accounts receivable, net of allowance for credit losses of $1,244 and $1,468, respectively

19,762 19,976

Inventory 10,078 9,614

Prepaid expenses and other current assets 18,257 19,667

Total current assets 406,545 496,728

Property and equipment, net 1,428,703 1,305,458

Operating lease right of use assets, net 67,005 66,698

Prepaid network costs 217,836 198,375

Derivative asset 111,859 114,461

Intangible and other assets, net of accumulated amortization of $14,128 and $12,511, respectively

145,519 144,545

Total assets $ 2,377,467 $ 2,326,265

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Current portion of long-term debt $ 42,400 $ 31,835

Accounts payable and accrued expenses 72,586 56,022

Accrued network construction costs 84,328 55,218

Payables to affiliates 176 391

Deferred revenue, net 54,016 62,020

Total current liabilities 253,506 205,486

Long-term debt 432,161 451,953

Operating lease liabilities 54,315 54,549

Deferred revenue, net 837,654 806,930

Other non-current liabilities 457,015 451,618

Total non-current liabilities 1,781,145 1,765,050

Total liabilities 2,034,651 1,970,536

Stockholders’ equity:

Series A Perpetual Preferred Stock of $0.0001 par value; 300,000 shares authorized and 149,425 issued and outstanding at March 31, 2026 and December 31, 2025, respectively

— —

Voting Common Stock of $0.0001 par value; 143,333,334 shares authorized; 128,591,126 and 128,050,400 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

13 13

Additional paid-in capital

2,491,695 2,489,227

Accumulated other comprehensive income 5,325 3,286

Retained deficit (2,154,217) (2,136,797)

Total stockholders’ equity 342,816 355,729

Total liabilities and stockholders’ equity $ 2,377,467 $ 2,326,265

GLOBALSTAR, INC.

RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP ADJUSTED EBITDA

(In thousands)

(Unaudited)

Three Months Ended

March 31,

2026 2025

Net loss

$ (17,420) $ (17,331)

Interest income and expense, net 19,814 7,945

Derivative loss

2,602 427

Income tax expense 1,597 4,578

Depreciation, amortization, and accretion 18,397 22,277

EBITDA (1)

24,990 17,896

Non-cash compensation 2,705 6,957

Foreign exchange and other

1,576 (4,120)

Reduction in the value and disposal of long-lived assets 64 7,038

Non-cash expenses associated with the License Agreement (2)

920 1,879

Transaction costs

3,237 702

Adjusted EBITDA (1)

$ 33,492 $ 30,352

(1)

EBITDA represents earnings before interest, income taxes, depreciation, amortization, accretion and derivative (gains)/losses. Adjusted EBITDA excludes non-cash compensation expense, reduction in the value of assets, foreign exchange (gains)/losses, and certain other non-cash or non-recurring charges as applicable. Management uses Adjusted EBITDA to manage the Company's business and to compare its results more closely to the results of its peers. EBITDA and Adjusted EBITDA do not represent and should not be considered as alternatives to GAAP measurements, such as net loss. These terms, as defined by us, may not be comparable to similarly titled measures used by other companies.

The Company uses Adjusted EBITDA as a supplemental measurement of its operating performance. The Company believes it best reflects changes across time in the Company's performance, including the effects of pricing, cost control and other operational decisions. The Company's management uses Adjusted EBITDA for planning purposes, including the preparation of its annual operating budget. The Company believes that Adjusted EBITDA also is useful to investors because it is frequently used by securities analysts, investors and other interested parties in their evaluation of companies in similar industries. As indicated, Adjusted EBITDA does not include interest expense on borrowed money or depreciation expense on our capital assets or the payment of income taxes, which are necessary elements of the Company's operations. Because Adjusted EBITDA does not account for these expenses, its utility as a measure of the Company's operating performance has material limitations. Because of these limitations, the Company's management does not view Adjusted EBITDA in isolation and also uses other measurements, such as revenues and operating profit, to measure operating performance.

(2)

In connection with the License Agreement with XCOM, the Company entered into a Support Services Agreement (the “SSA”). Fees payable by Globalstar pursuant to the SSA were paid in shares of its common stock prior to its termination in 2025. Costs also include the non-cash intangible asset technology amortization associated with the initial purchase of certain intangible assets made in the form of Globalstar common stock.

GLOBALSTAR, INC.

SCHEDULE OF SELECTED OPERATING METRICS

(In thousands, except subscriber and ARPU data)

(Unaudited)

Three Months Ended

March 31, 2026 March 31, 2025

Service revenue:

Wholesale capacity services $ 46,267 $ 36,709

Subscriber services

Commercial IoT 7,450 6,580

SPOT 8,655 9,371

Duplex 2,576 3,452

Government and other services 1,753 955

Total service revenue 66,701 57,067

Subscriber equipment sales 3,363 2,965

Total revenue $ 70,064 $ 60,032

Three Months Ended

March 31, 2026 March 31, 2025

Average subscribers

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 (1)

Commercial IoT $ 4.39 $ 4.19

SPOT 13.67 13.61

Duplex 51.15 49.62

(1)

ARPU measures service revenue per month divided by the average number of subscribers during that month. Average monthly revenue per user as so defined may not be similar to average monthly revenue per unit as defined by other companies in the Company's industry, is not a measurement under GAAP and should be considered in addition to, but not as a substitute for, the information contained in the Company's statement of operations. The Company believes that average monthly revenue per user provides useful information concerning the appeal of its rate plans and service offerings and its performance in attracting and retaining high value customers.

GLOBALSTAR, INC.

RECONCILIATION OF NON-GAAP ADJUSTED FREE CASH FLOW

(In thousands)

(Unaudited)

Three Months Ended

March 31,

2026 March 31,

2025

Net cash provided by operating activities (1)

$ 35,227 $ 51,864

Less: capital expenditures, excluding reimbursable network purchases (2)

(6,285) (4,304)

Adjusted free cash flow (3)

$ 28,942 $ 47,560

(1) Net cash provided by operating activities is calculated under GAAP and is reflected in the Company's consolidated statements of cash flows.

(2) Excludes the reimbursable portion of upfront network purchases for the Phase 2 Service Period and the Extended MSS Network pursuant to the Updated Services Agreements. The costs are reimbursed under such agreements in future periods.

(3) Free cash flow is calculated using net cash provided by operating activities less capital expenditures (which may also be referred to as network upgrades). The Company excludes capital expenditure payments made pursuant to the Updated Services Agreements; amounts which are prepaid by the Customer pursuant to such agreements, that are recorded as operating cash flows, are also excluded from this calculation as those amounts are used to fund associated capital expenditures. Free cash flow as so defined may not be similar to free cash flow as defined by other companies, is not a measurement under GAAP and should be considered in addition to, but not as a substitute for, the information contained in the Company's consolidated financial statements. The Company believes that free cash flow is a useful financial metric concerning liquidity, reflecting available cash after capital expenditures, that may be used to fund general corporate expenditures as well as for investments in strategic growth opportunities.

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dei_EntityAddressCityOrTown

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xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

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No definition available.

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Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

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Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

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Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityCentralIndexKey

Namespace Prefix:

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Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

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Data Type:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

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Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

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Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityRegistrantName

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

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No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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xbrli:normalizedStringItemType

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Name:

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Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name:

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Data Type:

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Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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