GSAT

Executive Summary

From Spectrum Story to Merger-Arb: Amazon's $90 Bid Caps the Upside

Globalstar (GSAT) trades at $84.21, just below its 52-week high of $84.69 after a massive 2025-26 re-rating — driven by the April 13, 2026 definitive agreement for Amazon to acquire the company for ~$10.7B. Holders elect $90.00 cash or 0.3210 Amazon shares (value-capped at $90), with a 40% cash-proration cap and a downward adjustment of up to $110M tied to operational milestones; close is expected in 2027. Q1 2026 delivered revenue of $70.1M (+17% YoY) and Adjusted EBITDA of $33.5M as Apple-funded wholesale-capacity reimbursement ramped — Apple was 66% of revenue — though a GAAP net loss of $17.4M (EPS -$0.16) missed the -$0.02 consensus. With the stock pinned near the deal price, the thesis is now merger arbitrage: a ~+7% spread to the $90 cash floor against deal-break, milestone-haircut and 2027 timeline risk. Consensus sits at Hold with a ~$90 target.

Fundamentals

Q1 2026 Snapshot — Revenue +17% YoY on higher Apple wholesale capacity, ~48% Adj. EBITDA margin — now framed by a pending $90/share Amazon acquisition.

Revenue (Q1'26)

$70.1M

+17% YoY · Apple wholesale ramp

Revenue Growth

+17%

FY26 guide +7% at midpoint

Adj. EBITDA

$33.5M

~48% margin · vs $30.4M PY

Operating Income

$8.2M

Turned positive on scale

Net Loss (Q1'26)

-$17.4M

EPS -$0.16 · missed -$0.02 est

Apple % of Revenue

66%

Wholesale capacity concentration

Cash & Equivalents

$358.4M

Down from $447.5M at YE25 (capex)

Deal Spread

+7%

$84.21 vs $90 cash floor

Quarterly Revenue Trend

$63.1M

Q2'25

$72.0M

Q3'25

$77.9M

Q4'25

$70.1M

Q1'26

Growth Engine

Apple-Anchored Wholesale Capacity, Now a Pending Amazon Asset

+17%

Q1'26 Revenue Growth

Apple-funded wholesale capacity ramp

~50%

Adj. EBITDA Margin

FY26 guide; capital-light services mix

$90

Amazon Cash-Election Floor

vs ~$84 stock · merger arbitrage

Feb 2025

1-for-15 Reverse Split + Nasdaq Uplist

Completed 1:15 reverse split (Feb 10, 2025) and transferred to the Nasdaq Global Select Market; all per-share history adjusted accordingly.

Feb 2026

FY2025 Results + FY26 Guide

FY25 revenue $273.0M (+9%), ~50% Adj. EBITDA margin. Guided FY26 revenue to $280-305M (+7% midpoint), ~50% EBITDA margin; C-3 constellation (50+ sats) advancing.

Apr 13, 2026

Amazon Definitive Merger Agreement

Amazon to acquire Globalstar for ~$10.7B: $90.00 cash or 0.3210 AMZN per share (capped at $90), 40% cash-proration cap, up to $110M milestone-based downward adjustment. Amazon assumes Apple's ~20% stake. Close expected 2027.

May 7, 2026

Q1 2026: Revenue $70.1M (+17%)

Adj. EBITDA $33.5M, op income $8.2M; net loss $17.4M / EPS -$0.16 missed -$0.02. Apple 66% of revenue; cash $358.4M as constellation refresh capex runs.

May 2026

Street Repositions Around the Deal

Clear Street cut to Hold (PT raised to $90 from $71) to reflect deal value/milestones; consensus shifts to Hold with a ~$90 target as the stock pins to the cash floor.

Earnings & Signals

Forward Estimates, Surprises & Insider Activity

Forward Earnings Estimates

FY+1 EPS Consensus-$0.40 (FY2026e, GAAP loss)

FY+2 EPS Consensus-$0.15 (FY2027e)

PEG Ration/m (deal-driven)

Forward P/En/m (GAAP loss)

EPS Revisions (90d)↑1 ↓3 (Net downward on the Q1'26 GAAP miss, but estimates are secondary — valuation is now anchored to the Amazon consideration, not earnings.)

Guidance AccuracyReliable on revenue/EBITDA framework — FY26 guided to $280-305M revenue and ~50% Adj. EBITDA margin, consistent with FY25's $273M and 50% margin.

Earnings Surprise Track Record

Q2'25 Est: -$0.05 Act: -$0.10 -100%

Q3'25 Est: -$0.03 Act: -$0.04 -33%

Q4'25 Est: -$0.04 Act: -$0.06 -50%

Q1'26 Est: -$0.02 Act: -$0.16 -700%

Beat RateMissed GAAP EPS in 4 of last 4 quarters (revenue grew double digits)

Insider Activity (90 Days)

Net Buying/Selling~$0 (deal blackout)

Sell/Buy RatioNegligible — merger restrictions

Neutral

Open-market insider activity is muted given the pending Amazon merger and associated trading restrictions. The Thermo/Monroe control block is a contractual selling party to the deal, so its economic exit comes through the $90 consideration rather than open-market sales.

Peer Comparison

Relative Valuation vs. Competitors

Company	EV/Rev	Rev Growth	EBITDA Margin	Status
Globalstar	~10x	+17%	~50%	Pending Amazon deal
Iridium	~6x	+5%	~60%	Standalone MSS
AST SpaceMobile	n/m	n/m	neg	Pre-revenue D2D
EchoStar	~2x	-3%	~20%	Spectrum/MSS levered

GSAT's ~10x EV/Revenue is rich versus MSS peer Iridium (~6x) and EchoStar (~2x), but the multiple is no longer a fundamental signal — it reflects the pending Amazon takeout at $90/share. Iridium offers higher standalone EBITDA margins (~60%) with slower growth; ASTS is a pre-revenue direct-to-device peer; EchoStar/SATS is a distressed spectrum comp. Globalstar's strategic value sits in its L/S-band MSS spectrum and Band n53 terrestrial license — the assets Amazon is buying to challenge SpaceX Starlink's direct-to-device push.

Valuation

Price Targets & Scenarios

Scenario	Price Target	Assumptions	Probability
Bull Case	$100	Deal closes near schedule with full $90 cash for electing holders; for stock-electing holders, AMZN appreciation lifts the 0.3210 exchange value above $90; a topping bid or upside revision to the milestone adjustment is conceivable given SpaceX/Starlink spectrum competition.	20%
Base Case	$90	Amazon merger closes in 2027 at the $90 cash floor (or economically equivalent stock), modest or no milestone haircut; arbitrage spread compresses toward the consideration as deal certainty rises through regulatory review.	55%
Bear Case	$55	Deal breaks or is materially repriced — antitrust/CFIUS friction, financing or milestone shortfalls, or the full $110M downward adjustment — and the stock de-rates toward a standalone valuation reflecting Apple-concentration and execution risk on the C-3 constellation.	25%

Probability-Weighted Target: $81 (-4% from current price)

$81

Weighted

Bull $10020%

Base $9055%

Bear $5525%

Analyst Consensus

Clear Street

$90

Hold / Downgraded

Consensus Avg

$90

Hold

Street Low

$50

Cautious / Deal-Break Risk

Street High

$169

Standalone-Spectrum Bull

Hold consensus across ~5 covering analysts (2 Buy, 3 Hold, 0 Sell) with an average 12-month target near $90 — effectively the Amazon cash-election price. Targets range from ~$50 (deal-break/standalone) to a $169 spectrum-bull outlier. The Street view is now dominated by deal mechanics rather than fundamentals.

Technical

Key Levels & Options Intelligence

S/RSupport & Resistance

Deal Cash Floor

$90.00

52-Week High

$84.69

Current Price

$84.21

Resistance

$77.11

50-Day MA

$74.48

200-Day MA

$65.81

Support

$65.67

52-Week Low

$17.91

OptOptions & Sentiment

Implied Volatility (30D): ~35% (compressed post-deal)
IV Percentile: Low — pinned to deal price
Put/Call Ratio (OI): Balanced · arb-driven
Short Interest: 3.23M sh · ~2.5% of shares
Days to Cover: ~2 days
Max Pain (near-term): ~$85
30D IV Skew: Flat — deal floor caps tails
Options Volume Trend: Muted; merger-arb regime

Risk & Ownership

Risk Assessment & Insider Signals

!Risk Factors

Deal-break / regulatory risk on the Amazon merger: Antitrust, CFIUS and Apple-stake-transfer approvals plus financing must clear before the 2027 close. A break would collapse the stock from the ~$84 deal-anchored price toward a standalone ~$50-60 valuation.
Milestone-based downward price adjustment: Consideration can be cut by up to $110M (~$0.85/share) if Globalstar misses certain operational milestones — most likely tied to the C-3 constellation build-out and network refresh timeline.
Extreme customer concentration (Apple ~66%): Wholesale capacity revenue is dominated by Apple; any change to the Apple agreement, satellite-services strategy, or the constellation-reimbursement structure would materially impair standalone value if the deal does not close.
Limited upside / negative spread to fundamentals: At $84.21 versus a $90 cash floor (~+7%) closing in 2027, the annualized arbitrage return is thin and the stock already sits near its 52-week high — capped reward against asymmetric downside.
Cash burn / capex during constellation refresh: Cash fell to $358.4M from $447.5M in one quarter as C-3 constellation capex runs; standalone liquidity and GAAP losses (EPS -$0.16) remain a concern absent Apple/Amazon funding.
Stock-election dilution / AMZN price exposure: Holders taking the 0.3210 AMZN exchange (forced for cash elections above the 40% proration cap) bear Amazon share-price risk between signing and close, with value capped at $90 on the upside.

OOwnership & Insider Signals

Institutional ownership across ~270 filers: Roughly 270 institutional holders own ~32M shares; major holders include Vanguard, BlackRock, State Street, Geode, Susquehanna and American Century — plus arbitrage/event-driven funds (Greenhouse, Wolverine) that built positions after the Amazon announcement.
Thermo / James Monroe III control block: Founder-affiliated Thermo Funding (James Monroe III, Chairman) has historically been the controlling shareholder and is a named selling party in the Amazon merger agreement — aligning insider incentives with deal completion.
Apple's ~20% strategic stake transfers to Amazon: Apple acquired ~20% in Nov 2024 ($1.5B: $400M equity + $1.1B infrastructure prepayments) for ~85% of network capacity; under the merger, Amazon assumes Apple's stake — a key strategic motivation for the deal.
Shares outstanding ~128.6M: About 128.6M shares outstanding; the post-reverse-split, post-Apple capital structure underpins the ~$10.7B equity value implied by the $90/share consideration.
Arb-driven holder rotation: Since the April 2026 agreement, the register has rotated toward merger-arbitrage and index capital as the equity behaves like a fixed-payout instrument rather than a growth story.
Low standalone short interest: Short interest is just ~3.23M shares (~2.5%) — modest and consistent with a deal-pinned stock where downside is dominated by binary break risk rather than directional shorting.