gsat-20260402

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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GLOBALSTAR, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of Annual

Meeting of Stockholders

Date

May 13, 2026

Dear Fellow Stockholder:

It is my pleasure to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Globalstar, Inc. (“we,” “us,” “Globalstar,” or the “Company”). The Annual Meeting will be held at our headquarters at 1351 Holiday Square Blvd., Covington, LA 70433 at 1:00 p.m. Central Time on May 13, 2026. At the Annual Meeting, our stockholders of record as of March 23, 2026 will be asked to vote on the following matters:

Time

1:00 p.m. Central Time

Place

1351 Holiday Square Blvd., Covington, LA 70433

Elect James F. Lynch and Timothy E. Taylor as our two Class B Directors;

Ratify the selection of Ernst & Young LLP as our 2026 independent registered public accounting firm; and

Approve, on an advisory basis, the compensation of our named executive officers.

Your vote is important.

To ensure that your shares are voted at the Annual Meeting, we encourage you to act promptly.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 13, 2026. The proxy statement and our 2025 annual report are available at www.globalstar.com and www.ProxyVote.com.

We may also consider any other matters that may properly be brought before the Annual Meeting (or any adjournment or postponement thereof).

We are pleased to take advantage of the U.S. Securities and Exchange Commission rules that allow us to furnish our proxy materials via the internet. As a result, we are sending our stockholders a Notice of Internet Availability of Proxy Materials (the "N&A Notice") instead of paper copies of this proxy statement and our 2025 Annual Report. The N&A Notice contains instructions on how to access and review those documents using the internet. The N&A Notice also instructs you on how to submit your proxy using the internet or by phone. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting them included in the N&A Notice.

We look forward to seeing you at the Annual Meeting.

Sincerely,

James Monroe III

Executive Chairman of the Board

Covington, Louisiana

April 2, 2026



			Table of Contents
			Proxy Statement Summary			1
			Board of Directors and Corporate Governance			5
			Information about the Board and its Committees			5
			Proposal 1 / Election of Class B Directors			18
			Director Compensation			19
			Audit Matters			21
			Proposal 2 / Ratification of 2026 Independent Registered Public Accounting Firm			21



			Executive Officers and Compensation			23
			Executive Officers			23
			Compensation Discussion and Analysis			24
			Proposal 3 / Advisory Vote on the Compensation of our Named Executive Officers			28
			2025 Summary Compensation Table			29
			Equity Compensation			30
			Equity Compensation Plan Information			34
			Pay Versus Performance			35
			2025 Pay Ratio			42
			Security Ownership of Principal Stockholders and Management			43
			Delinquent Section 16(a) Reports			44
			Related Person Transactions			45
			Review of Transactions			45
			Reportable Related Party Transactions and Compensation Committee Interlocks and Insider Participation			45
			Annual Meeting and Other Information			48
			Information about the Meeting, Voting and Attendance			48
			Other Information			51
			Stockholder Proposals at the 2027 Annual Meeting			51
			Householding			51
			Requests for Certain Documents			51
			Appendix A: Reconciliation of GAAP Net Loss to Non-GAAP Adjusted EBITDA			A-1

Proxy Summary /

Proxy Statement Summary

Globalstar, Inc. (“we,” “us,” “Globalstar,” or the “Company”) is providing you with this proxy statement and the related proxy card because the Company’s Board of Directors (the “Board”) is soliciting your proxy to vote your shares of the Company’s common stock at its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”), we are furnishing our proxy materials via the internet. We expect to begin mailing the Notice of Internet Availability of Proxy Materials (the “N&A Notice”) on or about April 2, 2026 to registered stockholders as of the close of business on March 23, 2026 (the “Record Date”). This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. You should read this entire proxy statement carefully before voting. For more information regarding our 2025 financial and operational performance, please review our 2025 annual report to stockholders.

Meeting Details

Date

May 13, 2026

Time

1:00 p.m. Central Time

Place

1351 Holiday Square Blvd., Covington, LA 70433

Record Date

March 23, 2026

Ways to Vote

Internet

proxyvote.com

Phone

1-800-690-6903

Mail

Use the postage-paid envelope provided if you requested and received printed proxy materials

In Person

1351 Holiday Square Blvd., Covington, LA 70433

Voting Recommendations


Proposal		Voting Recommendation	Page

1	Elect James F. Lynch and Timothy E. Taylor as our two Class B Directors	"FOR"	18
2	Ratify the selection of Ernst & Young LLP as our 2026 independent registered public accounting firm	"FOR"	21
3	Approve, on an advisory basis, the compensation of our named executive officers	"FOR"	28


						Globalstar Proxy Statement 2026 / 1

/ Proxy Summary

About Globalstar, Inc.


/			Globalstar, Inc. is the next generation mobile satellite and communications services provider.

We empower our customers to connect, transmit and communicate in smarter ways – easily, quickly, securely and affordably – offering reliable satellite and terrestrial connectivity services as an international telecom infrastructure provider and technology disruptor. Globalstar has an established global ground infrastructure including gateways, an interconnected backbone network, as well as cloud-based data hosting and processing facilities.

477+

175+

Employees across 15 countries

Patents

30+

120+

Years in business

Countries serviced

Industries Served

Government and Public Safety

Transportation

Energy

Construction

Commercial Maritime

Agriculture

Forestry

Telecommunications


2 / Globalstar Proxy Statement 2026

Proxy Summary /

Financial Highlights

Globalstar delivered strong financial results in 2025, achieving record revenue and Adjusted EBITDA for the fourth consecutive year. These results reflect strong execution, operating discipline, and continued progress across every major dimension of our business. Throughout the year, we focused on scaling the core business while laying the foundation for our next phase of growth, and we believe our financial performance clearly reflects that balanced approach.

$273M

$136M

50%

$447M

2025 Total Revenue

2025 Adjusted EBITDA(1)

2025 Adjusted EBITDA Margin

Cash and Cash Equivalents as of December 31, 2025

•Full year 2025 revenue increased 9% to a record $273.0 million

•Launched two-way satellite IoT capabilities and completed the commercial rollout of the RM200M module, expanding Globalstar’s addressable markets

•Progressed global expansion of ground infrastructure to support launch of next-generation constellation

•Diversified market approach with key collaborations in government and defense

1.Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of GAAP Net Loss to Non-GAAP Adjusted EBITDA, refer to Appendix A.


						Globalstar Proxy Statement 2026 / 3

/ Proxy Summary

Governance Best Practices

The following table summarizes our key corporate governance practices, which we believe exemplify our commitment to sound governance:

100% independent Audit Committee

Clawback Policy

Strategic Review Committee (majority independent directors)

Anti-Hedging and Anti-Pledging policy

Separation of Executive Chairman and CEO roles

Periodic executive sessions of independent directors

Code of Conduct

All directors attended over 75% of board and applicable committee meetings during 2025


4 / Globalstar Proxy Statement 2026

Board of Directors and Corporate Governance /

Board of Directors

and Corporate Governance

Standing Committees

/ Audit

/ Compensation

/ Nominating and Governance

/ Strategic Review

Information About the Board and its Committees

Board Governance

Our Board has four standing committees: Audit, Compensation, Nominating and Governance and Strategic Review. The Board has adopted a charter for each standing committee.

We have a Code of Conduct that is applicable to all employees, including executive officers, as well as directors to the extent relevant to their service as directors.

The committee charters and Code of Conduct are available on our website at investors.globalstar.com under “Governance.” You may request a copy of any of these documents to be mailed to you as described on page 51 of this proxy statement. We will post any amendments to, or waivers of, the Code of Conduct that apply to our principal executive and financial officers on our website. As of the date of this proxy statement, no such waivers have been requested or granted.

Thermo holds stock representing a majority of our voting power. As a result, we are a “controlled company” for purposes of The Nasdaq Stock Market LLC ("Nasdaq") rules and are not required to have a majority of independent directors on the Board, comply with the director independence requirements for compensation committees, or comply with the requirement for independent director oversight of director nominations. However, we are subject to all other Nasdaq corporate governance requirements, including the rule requiring that the audit committee be composed entirely of independent directors meeting the heightened independence requirements.

Risk Oversight

The Board has determined that the role of risk oversight will remain with the full Board rather than delegating that responsibility to a specific committee, although the Audit Committee continues to focus on accounting and financial risks. Our executive officers evaluate and manage day-to-day risks and report regularly to the Board on these matters.

The Board has oversight responsibility for information security and cybersecurity. The Company prioritizes the protection of data and is committed to the ongoing enhancement of its cybersecurity and privacy capabilities. Management has established an information security program as well as policies and procedures to mitigate risks resulting from cyber-attacks, including dedicated information security personnel (both internal employees and specialized contractors with security expertise), network monitoring and annual penetration testing on the Company's network. Management maintains effective internal controls and the Company's cybersecurity program is on par with industry standards and best practices, such as the National Institute of Standards and Technology (NIST) Cybersecurity Framework as well as other applicable laws and regulations. Ongoing information security training is also provided to employees. Management provides regular updates to the Board regarding these matters, including any significant cyber threats or incidents.


						Globalstar Proxy Statement 2026 / 5

/ Board of Directors and Corporate Governance

Corporate Sustainability

The Board has oversight of corporate sustainability. The Board has not delegated responsibility of such oversight to a subcommittee, but may choose to do so in the future. Executive officers of the Company have responsibility for the implementation and continued monitoring of such matters.

Director Summary

Our Bylaws provide for a Board of Directors consisting of at least six members and the Board currently has seven members. The Board is divided into three classes, with staggered three-year terms. Class A consists of three directors and each of Class B and Class C consists of two directors. The terms of the directors of each class expire at the annual meetings of stockholders to be held in 2026 (Class B), 2027 (Class C) and 2028 (Class A). At each annual meeting of stockholders, one class of directors will be elected for a term of three years to succeed the directors whose terms are expiring. Additionally, our Certificate of Incorporation provides that so long as Thermo and its affiliates beneficially own at least 45% of the Company’s outstanding Common Stock, two of the members of the Board (the “Minority Directors”) must be elected by the vote of a plurality of the Company’s outstanding common stock other than Thermo and its affiliates. Keith O. Cowan and Benjamin G. Wolff serve as Class A directors, with terms expiring at our 2028 annual meeting of stockholders, and both directors qualify as Minority Directors under our Certificate of Incorporation. The table below displays a summary of each director's Board class and committee membership. Each director's narrative biography is also disclosed below the table.

Board Class

Director Since

Board Term Expiration

Audit

Nominating
and Corporate Governance

Compensation

Strategic Review

Keith O. Cowan *M

2018

2028

Benjamin G. Wolff *M

2018

2028

Dr. Paul E. Jacobs

2023

2028

James F. Lynch

2003

2026

Timothy E. Taylor

2018

2026

William A. Hasler *

2009

2027

James Monroe III

2003

2027

•

Chair

•

Member

Independent

Minority Director


6 / Globalstar Proxy Statement 2026

Board of Directors and Corporate Governance /

Director Skills, Expertise and Demographics

The matrix below displays a summary of relevant skills, expertise and demographics of our directors.

Skills and Experience

Keith O. Cowan

Benjamin G. Wolff

Dr. Paul E. Jacobs

James F. Lynch

Timothy E. Taylor

William A. Hasler

James Monroe III

CEO / Executive
Officer Experience

•

Telecommunications

•

Accounting or Finance

•

Global Business

•

Strategic Planning / Mergers & Acquisitions

•

Demographics


Tenure			Independence1			Age

•

0-9 years

•

20+ years

•

Independent

•

40-49 years

•

60-69 years

•

10-19 years

•

Not Independent

•

50-59 years

•

70+ years

1.The Board has determined that Messrs. Cowan, Hasler and Wolff are independent directors as defined under the Securities Exchange Act of 1934 and Nasdaq rules. This determination was based on the absence of any material relationship known to the Board between Messrs. Cowan, Hasler and Wolff and the Company (other than as a director and stockholder).


						Globalstar Proxy Statement 2026 / 7

/ Board of Directors and Corporate Governance

Class B - Director Nominees (to be elected for terms expiring in 2029)



James F. Lynch Age / 68 Director Since / 2003						Mr. Lynch brings extensive financial management experience, especially in the telecom industry, to the Board. Mr. Lynch's current and prior experience includes: •Managing Partner of Thermo Capital Partners, L.L.C. - October 2001 to present •Executive Chairman of FiberLight, LLC - 2017 to 2022 (formerly CEO from 2015 through 2017) •Chairman of Xspedius Communications, LLC - January 2005 through October 2006 (formerly CEO from August 2005 through March 2006) •Managing Director at Bear Stearns & Co. - prior to joining Thermo in 2001 •Limited Partner of Globalstar Satellite, L.P.



Timothy E. Taylor Age / 43 Director Since / 2018						Mr. Taylor brings insight into the daily operations of Globalstar and management experience to the Board. Mr. Taylor's current and prior experience includes: •Vice President, Finance, Business Operations and Strategy of Globalstar - 2010 to present •Partner of The Thermo Companies - 2010 to present •Associate in the Mergers & Acquisitions Group at Brown Brothers Harriman - prior to joining Globalstar in 2010 •Vice Chairman of Birch Investment Partners, LLC, dba Timberland Cabinets - 2017 to present •Board Member of Thermo Communications Funding - 2014 to 2024


8 / Globalstar Proxy Statement 2026

Board of Directors and Corporate Governance /

Class A - Continuing Directors (terms expire in 2028)



Keith O. Cowan Age / 69 Director Since / 2018						Mr. Cowan brings extensive experience in telecommunications, encompassing both global satellite and terrestrial wireless networks and services, making his background highly relevant to establishing Globalstar’s strategic direction. His expertise lies in establishing corporate strategies that maximize the value and utilization of corporate capabilities and assets through partnerships, mergers, acquisitions, and divestitures. With current and past leadership roles at Rivada, Sprint, BellSouth, and Alston & Bird, he brings deep expertise in corporate transactions and strategic growth initiatives, positioning him to contribute to Globalstar’s growth, market positioning, partnerships, and stockholder value creation initiatives. Mr. Cowan's current and prior experience includes: •Chief Development Officer of Rivada Networks, Inc. - August 2020 to present •Chief Executive Officer of Cowan Consulting Corporation LLC - January 2013 to present •Chief Executive Officer of NVR3 LLC (dba Venadar) - September 2019 to present •President of Strategic Planning and Corporate Initiatives at Sprint Corporation - July 2007 to January 2013 •Board Member - Aegex Technologies •Board Member - American Rescue Associates, Inc. •Board Member - Phunware, Inc. - January 2019 to November 2022



Benjamin G. Wolff Age / 57 Director Since / 2018						Mr. Wolff provides the Board with strong knowledge and insight into the telecommunications market in the United States and abroad and extensive experience in capital markets transactions. Mr. Wolff has served in leadership roles and as a member of the board of directors of various telecom and technology companies. Mr. Wolff's current and prior experience includes: •President and CEO of Palladyne AI - February 2024 to present; also Co-Founder and Board Member (formerly President and CEO from 2015 through 2021 and Executive Chairman from 2021 through 2022) •Chief Executive Officer, President and Chairman of Pendrell Corporation (formerly known as ICO Global Communications) - 2009 to 2014 •President of Eagle River Investments - 2004 to 2014 •Co-Founder of Clearwire Corporation (served in various capacities including President, CEO, Co-Chairman and member of the Board of Directors) - 2003 to 2011


						Globalstar Proxy Statement 2026 / 9

/ Board of Directors and Corporate Governance



Dr. Paul E. Jacobs Age / 63 Director Since / 2023						Dr. Jacobs brings insight into the daily operations of Globalstar and management experience to the Board. Dr Jacobs has a track record of innovation-led growth and serves on the board of various technology companies. Dr. Jacobs is a prolific inventor with over 80 U.S. patents granted or pending in the field of wireless technology and devices. Dr. Jacobs' current and prior experience includes: •CEO of Globalstar - August 2023 to present •Founder and Executive Chairman of Virewirx, Inc. (formerly XCOM Labs, Inc.) - 2018 to present (and former CEO 2018 - 2023) •CEO of Qualcomm (Nasdaq: QCOM) - 2005 to 2014 (and as Group President of Qualcomm Wireless & Internet from 2001 to 2005 and Executive Vice President from 2000 to 2005); also Director of Qualcomm - 2005 to 2018 (including Chairman of the Board of Directors from 2009 to 2014 and Executive Chairman of the Board of Directors from March 2014 to March 2018) •Board Member of Dropbox, Inc. (Nasdaq: DBX) - April 2016 to present •Board Member of Arm Holdings plc (Nasdaq: ARM) - December 2022 to present •Board Member of Deako, Inc. - July 2025 to present •Board Member of JAWS Juggernaut Acquisition Corp. (Nasdaq: JUGGU) - December 2020 to September 2023


10 / Globalstar Proxy Statement 2026

Board of Directors and Corporate Governance /

Class C - Continuing Directors (terms expire in 2027)



William A. Hasler Age / 84 Director Since / 2009						Mr. Hasler has an extensive financial background and financial reporting expertise. Due to his financial leadership roles on other public company boards, he is well-suited to be one of our directors and Chair of our Audit Committee. Mr. Hasler's current and prior experience includes: •Co-Chief Executive Officer of Aphton Corp. - 1998 to 2004 •Dean of the Haas School of Business, University of California, Berkeley - 1991 to 1998 •Vice Chairman of KPMG Peat Marwick - 1984 to 1991 •Certified Public Accountant; Audit Committee Financial Expert •Former director of Aviat Networks, DiTech Networks Corp., Mission West Properties, the Schwab Funds, Solectron Corp., Tousa Inc. and Rubicon Ltd.



James Monroe III Age / 71 Director Since / 2003						Since 1984, Mr. Monroe has been the majority owner of a diverse group of privately owned businesses that have operated in the fields of telecommunications, real estate, power generation, industrial equipment distribution, financial services and leasing services that are sometimes referred to collectively in this proxy statement as “Thermo.” Mr. Monroe controls, directly or indirectly, various Thermo entities as reflected in the "Security Ownership of Certain Beneficial Owners and Management" table. In addition to being our controlling stockholder, Mr. Monroe brings his long-term experience in investment, financing and the telecommunications industry to the Board. Mr. Monroe's current and prior experience includes: •Executive Chairman (formerly Chairman) of the Board of Globalstar - 2004 to present •CEO of Globalstar - 2005 through 2009 and from 2011 through 2018


						Globalstar Proxy Statement 2026 / 11

/ Board of Directors and Corporate Governance

Leadership Structure

Dr. Jacobs serves as our Chief Executive Officer and Mr. Monroe serves as the Executive Chairman of the Board. Our Bylaws provide the Board flexibility to appoint one individual as Chief Executive Officer and Chairman of the Board or to separate the roles and appoint an individual for each role. We believe the current separation between Chief Executive Officer and Executive Chairman of the Board provides the Company with the ability to pursue strategic and operational objectives, while also maintaining oversight and objective evaluation of the performance of the Company.

Mr. Monroe dually served as our Chairman and Chief Executive Officer from our initial public offering in November 2006 through July 2009 and again July 2011 through September 2018. As demonstrated by past practice, the Board, with input from Mr. Monroe, will periodically review our leadership structure and determine what leadership structure best supports our business, making changes as the Board deems appropriate.

Meetings and Attendance in Meetings

During 2025, the Board held 6 meetings. Each director serving on the Board in 2025 attended at least 75% of the meetings of the Board and of each committee on which he served in each case during the time he was a director. We do not have a policy regarding director attendance at our annual meetings. Other than Dr. Jacobs, no members of the Board attended our 2025 annual meeting.


12 / Globalstar Proxy Statement 2026

Board of Directors and Corporate Governance /

Board Committees

Audit Committee

The current members of the Audit Committee are Messrs. Hasler, Cowan and Wolff. Mr. Hasler serves as Chairman, and the Board has determined that Mr. Hasler is an "audit committee financial expert" as defined by SEC and Nasdaq rules.

Audit Committee

Meetings in 2025

/ Mr. Hasler (Chairman)

/ Mr. Cowan

/ Mr. Wolff

The principal functions of the Audit Committee, which are reflected in the Audit Committee's charter, include:

•appointing and replacing our independent registered public accounting firm;

•approving all fees and all audit and permitted non-audit services of the independent registered public accounting firm;

•annually reviewing the independence of the independent registered public accounting firm;

•assessing annual audit results;

•periodically reassessing the effectiveness of the independent registered public accounting firm;

•reviewing our financial and accounting policies and our annual and quarterly financial statements;

•reviewing the adequacy and effectiveness of our internal controls and monitoring management's assessment of internal controls over financial reporting;

•overseeing our programs for compliance with laws, regulations and Company policies;

•reviewing and reassessing the adequacy of its charter at least annually;

•approving all related person transactions not otherwise delegated to the Strategic Review Committee;

•considering any requests for waivers from our Code of Conduct for senior executive and financial officers (which waivers would be subject to Board approval); and

•in connection with the foregoing, meeting with our independent registered public accounting firm and financial management.

The Audit Committee meets as often as it determines necessary to carry out its duties and responsibilities, but no less than quarterly. During 2025, the Audit Committee held four meetings. The Audit Committee's charter is available at our website at investors.globalstar.com under "Governance."


						Globalstar Proxy Statement 2026 / 13

/ Board of Directors and Corporate Governance

The Audit Committee has furnished the following report for inclusion in this proxy statement.

Audit Committee Report for 2025

In addition to other activities, the Audit Committee:

•reviewed and discussed with management the Company’s audited financial statements for 2025;

•discussed with Ernst & Young LLP ("EY"), the Company’s independent registered public accounting firm for 2025, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC, including significant accounting policies, management’s judgments and accounting estimates, and EY’s judgments about the quality of the Company’s accounting principles as applied in its financial reporting; and

•received the written disclosures and the letter from EY required by the applicable requirements of the PCAOB and the Commission regarding the independent accountant’s communications with the Audit Committee concerning the accountant’s independence from the Company and its subsidiaries, and discussed with EY their independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements for the year ended December 31, 2025 be included in the Company’s Annual Report on Form 10-K for filing with the SEC.

William A. Hasler, Chair

Keith O. Cowan

Benjamin G. Wolff

Compensation Committee

The current members of the Compensation Committee are Messrs. Monroe and Wolff. Mr. Monroe serves as Chairman.

Compensation Committee

Meetings in 2025

/ Mr. Monroe (Chairman)

/ Mr. Wolff

The principal functions of the Compensation Committee include:

•discharging the responsibilities of the Board relating to compensation of the Company's executive officers, including reviewing and approving corporate goals and objectives relevant to the compensation of our executive officers in light of business strategies and objectives;

•developing the Company's compensation philosophies and practices generally;

•reviewing and recommending to the Board compensation for our chief executive officer and other executive officers;

•overseeing the Company's leadership and organizational development, including review of appropriate executive succession planning; and

•to the extent appropriate, administering our incentive compensation plans, including the 2006 Equity Incentive Plan (the "Plan").

As indicated above, the Compensation Committee is responsible for approving or recommending to the Board the compensation of each of our executive officers and the review of corporate goals and objectives. The Compensation Committee may delegate tasks to a subcommittee for any purpose and with such power and authority as the Compensation Committee deems appropriate from time to time.


14 / Globalstar Proxy Statement 2026

Board of Directors and Corporate Governance /

The Compensation Committee makes decisions on all components of compensation for all employees at the vice president level and above and reviews employees at the manager level and below for bonus and equity awards based upon input from executive officers in charge of each business unit.

The Compensation Committee meets as often as it determines necessary to discharge its responsibilities. The Committee may hold follow-up conference calls and act by written consent between its regularly scheduled meetings. In 2025, the Compensation Committee held three meetings.

Under its charter, the Compensation Committee has the authority to retain and terminate compensation consultants used to assist in the evaluation of executive officer compensation. The Compensation Committee has used in the past, and may use in the future, a compensation consultant to evaluate compensation. The Compensation Committee's charter is available at our website at investors.globalstar.com under "Governance."

Nominating and Governance Committee

The current members of the Nominating and Governance Committee are Messrs. Cowan and Monroe. Mr. Monroe serves as Chairman.

Nominating and Governance Committee

Meeting in 2025

/ Mr. Monroe (Chairman)

/ Mr. Cowan

The principal functions of the Nominating and Governance Committee include:

•identifying and recommending to the Board qualified candidates to fill vacancies on the Board in accordance with the committee's charter (subject to the authority of the Strategic Review Committee);

•recommending to the Board candidates to be nominated for election as directors at annual meetings of stockholders (subject to the authority of the Strategic Review Committee);

•considering stockholder suggestions for nominees for director;

•making recommendations to the Board regarding corporate governance matters and practices;

•reviewing and making recommendations to the Board regarding director compensation; and

•reviewing public policy matters of importance to our stockholders, including oversight of our corporate responsibility program.

The Nominating and Governance Committee met one time in 2025. We do not currently employ an executive search firm, or pay a fee to any other third party, to locate or evaluate qualified candidates for director positions. The Board and the Nominating and Governance Committee believe that the minimum qualifications (whether a candidate is recommended by a stockholder, management or the Board) for serving as a director are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board’s oversight of our business and have an impeccable record and reputation for honest and ethical conduct in his or her professional and personal activities. The Nominating and Governance Committee, as well as any search firm or consultant it may engage, includes candidates with a diversity of race, ethnicity and gender in the pool from which it selects director candidates. The Nominating and Governance Committee's charter is available for review on our website at investors.globalstar.com under "Governance."


						Globalstar Proxy Statement 2026 / 15

/ Board of Directors and Corporate Governance

The Board has not established formal procedures for stockholders to submit director recommendations; however, such recommendations may be sent by U.S. Postal Service mail to the Globalstar Nominating and Governance Committee, c/o Corporate Secretary, 1351 Holiday Square Blvd., Covington, LA 70433, or by e-mail to corporate.secretary@globalstar.com, and should be sent not later than December 31 of the year before the year in which the director candidate is recommended for election. If we were to receive such a recommendation of a candidate from a stockholder, the Nominating and Governance Committee would consider the recommendation in the same manner as all other candidates. In considering candidates submitted by stockholders, the Nominating and Governance Committee will take into consideration the needs of the Board and the qualifications of the candidate.

Strategic Review Committee

The current members of the Strategic Review Committee are Messrs. Cowan, Taylor, Hasler and Wolff. Mr. Wolff serves as Chairman. The Strategic Review Committee is required to remain in existence for as long as Thermo and its affiliates beneficially own forty-five percent (45%) or more of Globalstar’s outstanding common stock (the “Thermo Minimum Shares”).

Strategic Review Committee

Meetings in 2025

/ Mr. Wolff (Chairman)

/ Mr. Cowan

/ Mr. Hasler

/ Mr. Taylor

The principal functions of the Strategic Review Committee include:

•Unless the Strategic Review Committee is prohibited under applicable law from having the power or authority to act on any of the following matters, the Strategic Review Committee has exclusive responsibility for oversight, review, and approval (to the extent permitted by law) or disapproval of the following:

•any acquisition by Thermo of additional newly-issued securities of the Company (other than pursuant to a Permitted Financing (as defined below));

•any extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Company or any of its subsidiaries;

•any sale or transfer of a material amount of assets of the Company or any sale or transfer of assets of any of the Company’s subsidiaries which are material to the Company;

•any change in the Board, including any plans or proposals to change the number or term of directors, other than nominations for election or reelection to the Board (except nominations for election or reelection of Minority Directors in connection with the end of a term of a Minority Director) and nominations and appointments of individuals to fill vacancies or newly created directorships (except nominations and appointments to fill vacancies of Minority Director seats);

•any material change in the present capitalization or dividend policy of the Company (other than pursuant to a Permitted Financing, a Debt Conversion, or an Option Conversion (each as defined in our Certificate of Incorporation));

•any other material changes in the Company’s lines of business or corporate structure (other than pursuant to a Permitted Financing, a Debt Conversion, or an Option Conversion); and


16 / Globalstar Proxy Statement 2026

Board of Directors and Corporate Governance /

•any transaction between the Company and one or more of the Thermo stockholders that has a value (as determined in good faith by the Strategic Review Committee) in excess of $250,000, except for any Permitted Financing, any Debt Conversion, any Option Conversion, and certain other matters.

For as long as Thermo and its affiliates own the Thermo Minimum Shares, to the extent that any of the foregoing matters, or any matter set forth in the charter of the Strategic Review Committee, requires approval of the full Board under applicable law, the Company does not have the power to take such action unless such action is approved by the Board only after it is recommended to the Board by the Strategic Review Committee.

Certain enumerated transactions are not subject to Strategic Review Committee review, including a financing that includes participation by one or more of the Thermo stockholders on terms equal (as determined in good faith by the Board) to other parties (a “Permitted Financing”).

The Strategic Review Committee met 23 times in 2025. The Strategic Review Committee requires the affirmative vote of a majority of its authorized number of members (regardless of vacancies thereon) in order to take action at a meeting. To the extent the Strategic Review Committee fails to obtain such vote on any particular matter of business before it, the Strategic Review Committee consults with the Board until such vote is obtained or the matter is otherwise resolved and abandoned. In the event the Strategic Review Committee cannot obtain such vote for any single nominee for Minority Director, then the Strategic Review Committee shall nominate two such nominees for each Minority Director seat subject to election. The members of the Strategic Review Committee who are Minority Directors shall each have three votes with respect to one nominee for Minority Director and the members of the Strategic Review Committee who are not Minority Directors shall each have three votes with respect to the other nominee for Minority Director. The Strategic Review Committee may nominate and include on the annual or special meeting proxy card two candidates for a Minority Director seat. The Strategic Review Committee's charter is available at our website at investors.globalstar.com under "Governance."

Communicating with the Board of Directors or with Individual Directors

The Board has adopted a process for our stockholders and any other interested parties to send communications to the Board or any management or non-management director. Correspondence should be addressed to the Board or any individual director(s) or group or committee of directors either by name or title. All correspondence of this nature should be sent to us by US Postal Service mail at c/o Corporate Secretary, 1351 Holiday Square Blvd., Covington, LA 70433.

All communications received as set forth in the preceding paragraph will be opened by the office of the Secretary for the sole purpose of determining whether the contents represent a message to the directors. Any contents that are not in the nature of promotion of a product or service, advertising, or patently offensive will be forwarded promptly to the addressee(s), but any communication also will be available to any director who requests it.


						Globalstar Proxy Statement 2026 / 17

/ Board of Directors and Corporate Governance

Election of Class B Directors

Upon recommendation of the Nominating and Governance Committee, the Board has nominated

/ James F. Lynch

/ Timothy E. Taylor

for election as Class B Directors at the Annual Meeting. The nominations rest, in part, on each nominee’s diverse business experience, qualifications, skills and attributes described above. Each of these nominees has consented to being named in this proxy statement and has agreed to serve if elected. If you elect them, they will hold office until our annual meeting of stockholders in 2029 and until their successors have been elected and qualified. The Board is not aware of any reason why any nominee would be unable to serve as a director if elected. If prior to the Annual Meeting any nominee should become unable to serve as a director, the management proxies may vote for another nominee proposed by the Board, although proxies may not be voted for more than two nominees. If any director resigns, dies or is otherwise unable to serve out his term, or if the Board increases the number of directors, the Board may fill the vacancy for the balance of the term for that class of directors; provided that, for any vacancies left by a Minority Director, the candidate for director must be nominated by the Strategic Review Committee. Under our Bylaws, only the Board may fill vacancies on the Board.

Vote Required to Elect Directors

The election of directors nominated for election at the Annual Meeting require a plurality of the votes of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. The nominees who receive the highest number of votes cast by stockholders eligible to vote (a plurality) will be elected as directors. There is no provision under our Certificate of Incorporation or Bylaws for cumulative voting in the election of directors. If you do not vote for a particular nominee, or if you indicate “withhold” to vote for a particular nominee, your vote will not count “for” the nominee. “Withhold” votes and “broker non-votes” will not count as a vote cast with respect to that nominee’s election.

Proposal One

/ The Board recommends that stockholders vote FOR the election of the two Class B director nominees.


18 / Globalstar Proxy Statement 2026

Board of Directors and Corporate Governance /

Director Compensation

Highlights of our Director Compensation Program

•$50,000 is paid in cash annually to each Director over a quarterly basis

•$50,000 in value of restricted stock awards are awarded to Directors each January

•6,666 options to purchase shares of common stock are awarded to Directors each January

•3,333 restricted stock awards are awarded to members of the Strategic Review Committee each May

The table below reflects compensation paid to our directors during 2025.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)	Option Awards ($)(1)(2)	All Other Compensation ($)	Total ($)

James Monroe III	50,000	50,000	127,787	—	227,787
Dr. Paul E. Jacobs(4)	50,000	50,000	127,787	—	227,787
James F. Lynch	50,000	50,000	127,787	—	227,787
William A. Hasler(3)	50,000	108,627	127,787	—	286,414
Keith O. Cowan(3)	50,000	108,627	127,787	—	286,414
Benjamin G. Wolff(3)	50,000	108,627	127,787	—	286,414
Timothy E. Taylor(3)(4)	50,000	108,627	127,787	—	286,414

1.Represents the aggregate grant date fair value computed consistent with FASB ASC Topic 718. For further discussion of our accounting policies for stock-based compensation and assumptions used in calculating the grant date fair value of stock-based compensation awards, see Note 15 to the Consolidated Financial Statements in our 2025 Annual Report on Form 10-K. The actual amount of compensation realized, if any, for option and stock awards may differ from the amounts presented in the table.

2.On January 6, 2025, we granted our directors options to purchase 6,666 shares of our common stock with a grant date fair value of $19.17 per share and 1,522 restricted stock awards with a grant date fair value of $32.85 per share. The options to purchase shares of common stock vest in one-third annual increments over a three-year period and the restricted stock awards cliff vest after a one-year period. The following table sets forth the total number of unvested restricted stock awards and stock options received by each director as director compensation and outstanding as of December 31, 2025.


						Globalstar Proxy Statement 2026 / 19

/ Board of Directors and Corporate Governance


Name	Outstanding Shares of Restricted Stock at 12/31/2025	Outstanding Options at 12/31/2025

James Monroe III	1,522	46,662
Dr. Paul E. Jacobs	1,522	13,332
James F. Lynch	1,522	79,994
William A. Hasler	4,855	99,993
Keith O. Cowan	4,855	46,662
Benjamin G. Wolff	4,855	46,662
Timothy E. Taylor	4,855	46,662

3.On May 9, 2025, we granted 3,333 restricted stock awards that had a grant date fair value of $17.59 per share and cliff vest after a one-year period.

4.Dr. Jacobs and Mr. Taylor also received compensation during 2025 for services as a CEO and Vice President, respectively, of the Company. This compensation is not reflected in the table above. Dr. Jacobs compensation as CEO is reflected in the Summary Compensation Table.


20 / Globalstar Proxy Statement 2026

Audit Matters /

Audit Matters

Ratification of 2026 Independent Registered Public Accounting Firm

The Board desires to obtain from the stockholders an indication of their approval or disapproval of the appointment by the Audit Committee of EY as our independent registered public accounting firm for 2026.

EY has served as our independent registered public accounting firm beginning with the audit of the year ended December 31, 2020. We have been informed that neither EY nor any of its partners has any direct financial interest or any material indirect financial interest in Globalstar and during the past three years has not had any connection therewith in the capacity of promoter, underwriter, director, officer or employee.

One or more representatives of EY will be present, either in person or by telephone, at the Annual Meeting, will have an opportunity to make a statement if they desire and will be available to respond to appropriate questions.

If the resolution is defeated, the Audit Committee will reconsider the appointment, although the appointment will be permitted to stand unless the Audit Committee becomes aware of other reasons for changing independent registered public accounting firms. Additionally, even if stockholders ratify the appointment, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if it believes such appointment is in the best interests of the Company and the stockholders.

Vote Required to Ratify the Appointment of EY

Ratification of the appointment of EY as our 2026 independent registered public accounting firm requires an affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of our common stock.

Proposal Two

/ The Board recommends that stockholders vote FOR ratification of the appointment of EY as our independent registered public accounting firm for the year ending December 31, 2026.


						Globalstar Proxy Statement 2026 / 21

/ Audit Matters

Independent Registered Public Accounting Firm Fees

The table below presents fees for professional audit and other services rendered by EY for the fiscal years ended December 31, 2025 and 2024.


	Year Ended December 31,
	2025	2024
	($)	($)

Audit Fees(1)	1,475,000	1,785,720

Tax Fees(2)	529,667	635,376
Total	2,004,667	2,421,096

1.Fees for audit services billed related to the audits of our annual financial statements as well as other filings under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements.

2.Fees for tax compliance, tax advice and tax planning services. These fees also included consulting services related to international logistics and indirect taxes (including value-added-tax and goods and services tax) levied by various countries around the world.

Policy on Pre-Approval Process of Audit and Permissible Non-Audit Services

The Audit Committee pre-approves all audit and permissible non-audit services to be provided by our independent registered public accountants. Non-audit services may include audit-related services, tax services and other services not prohibited by SEC rules on auditor independence. Pre-approval is detailed as to the particular service or category of services and generally is subject to a specific budget. The independent auditors report periodically to the Audit Committee regarding the extent of services they provided in accordance with the Committee’s pre-approvals and the fees for services performed to date. In 2025, the Audit Committee’s pre-approval requirement was not waived for any fees or services.


22 / Globalstar Proxy Statement 2026

Executive Officers and Compensation /

Executive Officers and Compensation

Executive Officers

James Monroe III

Executive Chairman

Dr. Paul E. Jacobs

Chief Executive Officer

Rebecca S. Clary

Vice President, Chief Financial Officer and Corporate Secretary

L. Barbee Ponder IV

General Counsel and Vice President of Regulatory Affairs

The current executive officers of the Company are James Monroe III, Executive Chairman; Dr. Paul E. Jacobs, Chief Executive Officer; Rebecca S. Clary, Vice President and Chief Financial Officer; and L. Barbee Ponder IV, Vice President of Regulatory Affairs and General Counsel. Information about Mr. Monroe and Dr. Jacobs is given above under “Board of Directors and Corporate Governance.”

Rebecca S. Clary, age 47, has been our Vice President and Chief Financial Officer since August 2014. She served as our Chief Accounting Officer from January 2013 to August 2014 and as Corporate Controller from June 2011 to January 2013. Prior to joining Globalstar, she was with PricewaterhouseCoopers LLP in its U.S. Audit and Assurance Services Practice. Ms. Clary is a Certified Public Accountant.

L. Barbee Ponder IV, age 59, has been our General Counsel and Vice President of Regulatory Affairs since July 2010. He owned and operated a private company with timber, sand and gravel, and oil and gas interests from 2005 to July 2010. Mr. Ponder served in various regulatory counsel positions for BellSouth Corporation from 1996 to 2005. Prior to joining BellSouth, Mr. Ponder practiced with the Jones Walker law firm in New Orleans, where he specialized in commercial litigation including class action defense.

The Company does not believe any of its other personnel are “executive officers” as that term is defined in the applicable rules of the SEC. Accordingly, the Company’s discussion of its named executive officers is limited to Messrs. Monroe, Jacobs and Ponder and Ms. Clary.


						Globalstar Proxy Statement 2026 / 23

/ Executive Officers and Compensation

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis ("CD&A") should be read in conjunction with the compensation tables beginning on page 29. Our named executive officers ("NEOs") for 2025 were:

•James Monroe III, Executive Chairman

•Dr. Paul E. Jacobs, Chief Executive Officer

•Rebecca S. Clary, Vice President and Chief Financial Officer

•L. Barbee Ponder IV, General Counsel and Vice President of Regulatory Affairs

Overview

Our compensation program for executive officers is intended to:

•provide each officer with a conservative base salary; and

•create an incentive for retention and achievement of our long-term business goals using a sizable, multi-year stock or option bonus program.

The Compensation Committee is responsible for evaluating the performance of, and reviewing and approving all compensation paid to, our executive officers, all of whom are NEOs for 2025. To preserve the exemption from short swing liability under Section 16(b) of the Securities Exchange Act of 1934, the Board approves equity awards to all executive officers and directors.

Results of Most Recent Say-on-Pay Vote

Our stockholders also have the opportunity every three years to cast an advisory say-on-pay vote on our NEOs' compensation. At our 2023 annual meeting, our stockholders expressed support for our executive compensation program, with approximately 76% of our stockholders voting in support of the proposal. Refer to Proposal 3 in this proxy statement for more information regarding the advisory vote on the compensation of our named executive officers to take place at the Annual Meeting. The Compensation Committee believes that the result of the advisory vote is valuable in assessing its compensation decisions and considered the vote in reviewing and evaluating its executive compensation programs. The Compensation Committee also considered numerous other factors in evaluating the Company’s executive compensation programs as discussed in this proxy statement, including the Compensation Committee's desire to continue to enhance the alignment of our NEOs’ interests with those of our stockholders.

While each of these factors (among other things) informed the Compensation Committee’s decisions regarding the NEOs compensation, the Compensation Committee did not implement any changes to the Company’s executive compensation programs as a result of the stockholder advisory vote.

Compensation Philosophy

Our goal is to create performance-based compensation that motivates management to increase stockholder value. Our Executive Chairman receives compensation described under “Director Compensation,” above for his services as a director and does not receive additional compensation as an executive officer. Our Chief Executive Officer also receives separate compensation for his services as a director, also described under "Director Compensation" above, which is in addition to the compensation he receives as an executive officer. We compensate our other executive officers with a conservative base salary and create performance and retention incentives through stock-based compensation and annual discretionary bonuses (which may be paid in cash or stock). The Compensation Committee periodically reviews peer group or other market data in setting base salaries or incentive compensation for senior executives.


24 / Globalstar Proxy Statement 2026

Executive Officers and Compensation /

We do not believe that risks related to our compensation policies or practices are reasonably likely to have a material effect on us, due in part to the structure of our compensation programs and risk mitigation provided by the Board and, where appropriate, the Strategic Review Committee's oversight of significant business decisions.

Elements of Compensation

The principal elements of our compensation for our NEOs are base salary, discretionary annual bonus awards, and the opportunity to receive equity-based compensation pursuant to the Amended and Restated 2006 Equity Incentive Plan (the "Equity Plan") through time or performance-based awards, including under our annual bonus plan.

Base Salaries. We have established base salaries according to each named executive officer’s position, responsibilities and performance with the goal of providing a fixed level of compensation necessary to attract and retain the executive officers needed to manage our business successfully. Base salary adjustments, if any, are typically considered and approved during the fourth quarter of each calendar year, with the effective date being the first pay period in the following calendar year. Effective January 2025, the Compensation Committee approved an increase in the base salaries of Ms. Clary and Mr. Ponder of 3.5% and 3.5%, respectively. In addition, as noted below, in March of 2025, the Board and Compensation Committee approved a further increase of Ms. Clary's base salary. Dr. Jacobs' base salary was not adjusted during 2025. All of our executive officers are at-will employees.

Annual Bonus Plan. The Company has an annual bonus plan designed to reward designated key employees (including the NEOs other than Mr. Monroe) to meet and exceed the Company's financial performance goals for the designated calendar year. The bonus pool available for distribution is determined based on the Company's Adjusted EBITDA performance during that year. The bonus may be paid in cash or the Company's common stock, as determined by the Compensation Committee. For the 2025 plan year, the aggregate amount that could have been distributed under the pool was $3.6 million if the Company's Adjusted EBITDA for the plan year had been $140.5 million. The distribution is increased or decreased based on the variance between actual Adjusted EBITDA and the plan year's target Adjusted EBITDA. The Company's Adjusted EBITDA for purposes of the 2025 bonus plan was $136.1 million, which resulted in a total bonus distribution of approximately $3.3 million. Each participant's award was determined at the discretion of the Compensation Committee. In March 2026, Dr. Jacobs, Ms. Clary, and Mr. Ponder received a combination of shares and cash worth $500,000, $241,500, and $182,000, respectively. We expect a similar plan will be in place for 2026.

In the event the Company's financial statements are restated or otherwise adjusted, resulting in a reduction to Adjusted EBITDA, then participants who have received distributions under the bonus plan in excess of the amounts they would have been entitled to receive, shall be liable to repay such excess to the Company.

Stock Grants. In March 2025, the Company granted restricted stock awards of 2,165 shares and 3,032 shares to Ms. Clary and Mr. Ponder, respectively, which vested one-third immediately and one-third on each of the first and second anniversary of the grant date. These awards were granted to recognize performance associated with the execution of the Updated Services Agreements and to encourage retention. In addition, in March 2025, each of Dr. Jacobs, Ms. Clary and Mr. Ponder received immediately vested shares of stock in partial payment of their 2024 annual bonuses and Ms. Clary received a performance-based restricted stock unit ("RSU") award as described below. In accordance with the Company's service program and in recognition of their service to the Company for fifteen years, in November 2025, the Company granted 130 shares to each of Ms. Clary and Mr. Ponder. In December 2025, the Company granted restricted stock awards of 2,811 shares to each of Ms. Clary and Mr. Ponder which vested one-third immediately and one-third on each of the first and second anniversary of the grant date and are designed to recognize performance and to encourage retention. See the 2025 Grants of Plan-Based Awards table below for additional information.

Performance-Based Stock Grant Program - Terrestrial Spectrum Authority. Mr. Ponder has the opportunity to receive additional stock awards based on the Company's attainment of certain international terrestrial spectrum authorities around the world. No amounts were awarded under this program during 2025.


						Globalstar Proxy Statement 2026 / 25

/ Executive Officers and Compensation

Prior Market-Based Stock Awards to our CEO. In connection with his 2023 appointment to Chief Executive Officer, Dr. Jacobs received 2.7 million performance-based RSUs, which will vest at any time during the four-year period from the date of grant, September 25, 2023, based on the achievement of certain sustained stock price targets between $30.00 and $150.00. During 2025, 1.0 million RSUs vested based on the achievement of stock price targets between $30.00 and $52.50 under the terms of this award. An additional 0.4 million RSUs vested in January 2026 based on the achievement of the $60.00 stock price target. In accordance with procedures established by the Compensation Committee, Dr. Jacobs previously elected to defer his receipt of shares in connection with the RSUs that will vest based on stock price targets of $37.50 and higher. See the Nonqualified Deferred Compensation table below for additional information.

New CFO Compensation for 2025. On March 27, 2025, after reviewing a market survey conducted by the Committee’s independent compensation consultant during 2024, the Board and Compensation Committee approved certain changes to Ms. Clary's compensation, including (i) an increase in her base salary to $420,000, to be effective January 1, 2025, and (ii) the grant of a performance-based RSU award with a target grant date value of $1.5 million (or 66,666 shares), which may vest at any time during a four-year period from the date of grant based on the achievement of certain sustained stock price targets between $30.00 and $75.00. During 2025, 47,620 RSUs vested based on the achievement of stock price targets between $30.00 and $60.00 under the terms of this award.

All Other Compensation. While we do not have a pension plan or a non-qualified deferred compensation plan (other than the ability of executives to defer receipt of shares upon vesting of certain performance-based RSUs), the Company provides benefits to employees under a 401(k) plan. Under this plan, we contribute $0.50 for each $1.00 contributed to the plan by all U.S. employees, up to 6% of the employee’s base salary. We also provide limited perquisites to NEOs consisting primarily of premiums for term life insurance policies.

Tax Considerations. The Compensation Committee considers certain tax implications when designing our executive compensation programs and certain specific awards. However, the Compensation Committee believes that stockholders’ interests may best be served by offering compensation that is not fully deductible, where appropriate, to attract, retain and motivate talented executives. Accordingly, the Compensation Committee and the Board may approve compensation arrangements that do not qualify for income tax deductibility.

Hedging Policy

It is the Company’s policy that its directors, officers and employees, as well as certain contractors and consultants, may not engage in hedging activities with respect to the Company’s securities at any time. Such activities include short sales (a sale of securities that are not owned by the seller at the time of the sale), including short sales against the box; buying or selling puts or calls; and frequent trading (for example, daily or weekly) to take advantage of fluctuations in stock prices.

Insider Trading Policy and Timing of Equity Awards

The Company has an insider trading policy applicable to directors, officers and employees, as well as certain contractors and consultants ("Covered Individuals"). The policy prohibits any Covered Individual, as well as any family member of any Covered Individual, from engaging in transactions involving the purchase or sale of the Company’s securities while having access to material nonpublic information, as well as from trading in the securities of other companies with which the Company does business while in possession of material nonpublic information about such company or its securities. The Company's insider trading policy provides for trading windows and has a pre-clearance process prior to the trade of the Company's securities. Additionally, the policy confirms that the Company will not engage in transactions in its securities in violation of applicable securities laws. Additionally, the policy confirms that the Company will not engage in transactions in its securities in violation of applicable securities laws. The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company. A copy of the Company's insider trading policy was filed as Exhibit 19.1 to our 2025 annual report on Form 10-K.


26 / Globalstar Proxy Statement 2026

Executive Officers and Compensation /

Our Board or Compensation Committee does not generally approve grants of equity awards during a blackout period and does not take material nonpublic information into account when determining the timing and terms of such an award. Further, we do not have a policy or practice of timing the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. As noted herein, the Company does not currently grant stock options to its executive officers, although it does award stock options to its directors as part of the director compensation program, as discussed in "Director Compensation" above.

Our Board or Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information and the timing of filings of material nonpublic information is not based on equity award grant dates.

Clawback Policy

In accordance with SEC Rule 10D-1 and Nasdaq rules, the Board adopted a clawback policy (the "Clawback Policy"). The Clawback Policy provides for the recovery of erroneously awarded compensation paid to the Company's executive officers in the event of a restatement of the Company's financial statements. In additional to the recovery required by the SEC rules and Nasdaq, our Clawback Policy also permits our Board to recoup certain incentive compensation paid to an executive officer who has engaged in certain improper misconduct or was awarded compensation, for other than Company performance, achieved without merit, as described in the Clawback Policy.

Compensation Committee Report for 2025

The undersigned comprise the members of the Compensation Committee of the Board. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis presented above with the Company’s management. Based upon that review and those discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

James Monroe III, Chair

Benjamin G. Wolff


						Globalstar Proxy Statement 2026 / 27

/ Executive Officers and Compensation

Advisory Vote on the Compensation of our Named Executive Officers

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended, we are providing our stockholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement.

As described in detail under “Executive Officers and Compensation” our compensation programs for our named executive officers are designed to attract and retain the most qualified individuals in the mobile satellite services industry, while aligning our executive and stockholder interests through equity-based incentives.

This proposal, commonly known as the "say-on-pay" proposal, is advisory, which means that the vote is not binding on us, the Board or the Compensation Committee of the Board. Nonetheless, the Board and the Compensation Committee take this vote and the opinions of our stockholders seriously and will evaluate the outcome of this vote in making future compensation decisions with respect to our named executive officers.

At our 2023 annual meeting of stockholders, our stockholders expressed support for our executive compensation program, with 76% voting in support of our say-on-pay proposal. We are again asking our stockholders to indicate their support for the compensation of our named executive officers, as described in this proxy statement, by voting in favor of the following resolution:

RESOLVED, That the stockholders of Globalstar, Inc. approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for its 2026 annual meeting of stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosures provided in such proxy statement.

In considering how to vote on this proposal, we urge you to review the relevant disclosures in this proxy statement, particularly the section of this proxy statement titled “Compensation Discussion and Analysis,” which contains detailed information about our executive compensation program.

Pursuant to the decision of our stockholders at our 2023 annual meeting of stockholders, we currently provide our stockholders with the opportunity to cast an advisory vote on the compensation of our named executive officers every three years. Accordingly, we expect our next say-on-pay vote to occur at our 2029 annual meeting of stockholders, at which stockholders will also have the opportunity to cast an advisory vote on the frequency of our say-on-pay votes.

Vote Required to Approve, on an Advisory Basis, the Compensation of our Named Executive Officers

This proposal is advisory and is not binding on us, the Board or the Compensation Committee; however, the Board will consider an affirmative vote of the holders of a majority of the votes entitled to be cast as approval of this proposal.

Proposal Three

/ The Board recommends that stockholders vote FOR the approval of named executive compensation.


28 / Globalstar Proxy Statement 2026

Executive Officers and Compensation /

2025 Summary Compensation Table

The table below summarizes for 2025, 2024 and 2023 the compensation of our NEOs.

Mr. Monroe did not receive any compensation during 2023 through 2025 for his service as an executive officer of the Company; therefore, he is not included in the table below. His compensation is reflected in the Director Compensation table above. In addition, Dr. Jacobs received certain compensation for his service as a director, which is also reflected in the Director Compensation table and not included below. During the periods presented, the Company's executive compensation program did not include awards of stock options or non-equity incentive plan compensation to the executives in the table below. The Company does not have a pension plan or non-qualified deferred compensation plan (other than the ability of executives to defer receipt of shares upon vesting of certain performance-based RSUs, which is not reflected in the table below).


Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(1)	All Other Compensation ($)(2)	Total ($)

Dr. Paul E. Jacobs(3) Chief Executive Officer	2025	500,000	300,000	200,000	12,452	1,012,452
	2024	500,000	200,000	300,000	9,445	1,009,445
	2023	142,308	—	36,075,405	3,749	36,221,462
Rebecca S. Clary Vice President and Chief Financial Officer	2025	420,000	150,000	1,451,302	11,245	2,032,547
	2024	330,414	95,000	280,000	10,766	716,180
	2023	314,155	—	321,401	56,909	692,465
L. Barbee Ponder IV General Counsel and Vice President of Regulatory Affairs	2025	340,330	100,000	334,479	5,923	780,732
	2024	326,641	10,000	362,789	5,663	705,093
	2023	311,086	—	369,200	54,414	734,700

1.Represents the aggregate grant date fair value computed consistent with FASB ASC Topic 718. The fair value of performance-based vesting conditions reflects the fair value of the award at the grant date based on the probable outcome of the performance condition. For further discussion of our accounting policies for stock-based compensation and assumptions used in calculating the grant date fair value of stock-based compensation awards, see Note 15 to the Consolidated Financial Statements in our 2025 Annual Report on Form 10-K.

Each NEO, excluding Mr. Monroe, earned a bonus related to the 2025 financial performance of Globalstar. As disclosed in the Compensation, Discussion and Analysis section above, these bonuses were paid in part cash and in part Globalstar stock in March 2026 and are included in the Bonus and Stock Awards columns above, respectively.

The fair value of the market-based RSUs granted to Ms. Clary was calculated in accordance with ASC 718 using a Monte Carlo simulation model and assume all stock price targets are achieved during the vesting period.

2.Consists of matching contributions to 401(k) Plan and life insurance premiums.

3.Dr. Jacobs joined the Company as its Chief Executive Officer in August 2023. Accordingly, certain components of his compensation reflect a partial year received during 2023.


						Globalstar Proxy Statement 2026 / 29

/ Executive Officers and Compensation

Equity Compensation

The following table sets forth certain information with respect to each equity award granted to the NEOs during 2025 as compensation for services as an executive. All equity awards are granted pursuant to our 2006 Equity Incentive Plan. See “Compensation, Discussion and Analysis - Elements of Compensation” for an explanation of the terms of these awards. In connection with his service as an executive officer of the Company, Mr. Monroe did not receive equity awards during 2025 and is not included in the table below, although the equity awards he received in connection with his service as a director are reflected in the Director Compensation table above. In addition, Dr. Jacobs received certain equity awards in connection with his service as a director, which are reflected in the Director Compensation table and not in the table below. None of the NEOs had grants of non-equity incentive plan awards.

2025 Grants of Plan-Based Awards


Name	Grant Date	Estimated Future Payouts Under Equity Incentive Plans: Maximum (#)	All Other Stock Awards: Number of Shares of Stock Or Units (#)	Grant Date Fair Value of Stock and Option Awards ($)

Dr. Paul E. Jacobs	3/10/2025	—	13,806	300,004	(1)
Rebecca S. Clary	3/7/2025	—	2,165	49,990	(2)
	3/10/2025	—	4,832	104,999	(1)
	3/27/2025	66,667	—	1,127,342	(3)
	11/10/2025	—	130	7,485	(4)
	12/19/2025	—	2,811	174,985	(5)
L. Barbee Ponder IV	3/7/2025	—	3,032	70,009	(2)
	3/10/2025	—	506	10,995	(1)
	11/10/2025	—	130	7,485	(4)
	12/19/2025	—	2,811	174,985	(5)

1.The Company's stock price on the date of the grant was $21.73. Represents bonus payments earned related to 2024 performance and granted in the form of immediately vested stock awards in March 2025.

2.The Company's stock price on the date of the grant was $23.09. Awards vested one-third immediately, one-third in March 2026 and one-third in March 2027.

3.The grant date fair value per share on March 27, 2025 was approximately $16.91 and computed using a Monte Carlo simulation model with a derived service period of 2 years. Represented RSUs that may vest at any time during a four-year period from the date of grant based on the achievement of certain sustained stock price targets between $30.00 and $75.00. The RSUs vest in tranches of 9,254 shares upon Globalstar's common stock achieving price thresholds based on the 30-day weighted average closing price per share (the "Price") for the following targets: $30.00, $37.50, $45.00, $52.50, $60.00, $67.50 and $75.00.

4.The Company's stock price on the date of the grant was $57.58. Represents service awards that vested immediately.

5.The Company's stock price on the date of the grant was $62.25. Awards vested one-third immediately, one-third in December 2026 and one-third in December 2027.


30 / Globalstar Proxy Statement 2026

Executive Officers and Compensation /

Outstanding Equity Awards at 2025 Fiscal Year-End

The following table reports, on an award-by-award basis, each outstanding equity award held by NEOs on December 31, 2025. In connection with his service as an executive officer of the Company, Mr. Monroe does not have any outstanding equity awards at 2025 fiscal year-end and is not included in the table below. In addition, the outstanding equity awards received by Mr. Monroe and Dr. Jacobs for their service as directors are reflected in the Director Compensation section above.


		Stock Awards
Name	Grant Date		Number of Shares or Units of Stock That Have Not Vested (#) (2)	Market Value of Shares or Units of Stock That Have Not Vested ($) (1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1)

Dr. Paul E. Jacobs	9/25/2023		—	—	1,661,902	101,442,498
Rebecca S. Clary	12/27/2024		2,713	165,602	—	—
	3/7/2025		1,444	88,142	—	—
	3/27/2025		—	—	19,047	1,162,629
	12/19/2025		1,875	114,450	—	—
L. Barbee Ponder IV	12/27/2024		2,713	165,602	—	—
	3/7/2025		2,022	123,423	—	—
	12/19/2025		1,875	114,450	—	—

1.Market value for shares of unvested restricted stock and unearned equity-based incentive plan holdings is equal to the product of the closing price of the Company’s stock at December 31, 2025 of $61.04 and the number of unvested restricted shares or units of stock or the number of unearned equity-based incentive plan awards, as applicable.

2.Awards are granted pursuant to our 2006 Equity Incentive Plan and vest over different periods. Refer to table above "2025 Grants of Plan-Based Awards" for vesting terms of all stock awards granted during 2025.

3.Amounts in this column consist of RSUs that may vest at any time during a four-year period from the date of grant based on the achievement of certain sustained stock price targets between $67.50 and $150.00 for Dr. Jacobs and $67.50 and $75.00 for Ms. Clary.


						Globalstar Proxy Statement 2026 / 31

/ Executive Officers and Compensation

2025 Option Exercises and Stock Vested

The following table sets forth certain information regarding stock awards that vested during 2025 for the NEOs. In connection with his service as an executive officer of the Company, Mr. Monroe did not exercise any options or have any restricted stock vest during 2025; therefore, he is not included in the table below. In his capacity as a director, Dr. Jacobs was granted restricted stock awards and options to purchase shares of the Company's common stock; certain of these restricted stock awards vested during 2025 and Dr. Jacobs did not exercise any of these options during 2025. Refer to the Director Compensation table above for more discussion of equity compensation granted to Mr. Monroe and Dr. Jacobs.


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($) (1)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($) (2)

Dr. Paul E. Jacobs (3)	—	—	1,046,503	60,119,884
Rebecca S. Clary	—	—	92,953	5,087,279
L. Barbee Ponder IV	—	—	27,963	1,712,396

1.The value realized upon exercise represents the excess of the market price of the underlying securities on the date of exercise and the exercise price of the options.

2.The aggregate market value realized upon the vesting of restricted stock awards represents the aggregate market value of Globalstar common stock on the vesting date, which was determined using the closing price on the vesting date, or if such day is a weekend or holiday, on the immediately preceding trading day.

3.Included in the number of shares acquired on vesting are 932,697 shares with a value on vesting totaling $56.2 million associated with vesting of performance-based RSUs. Dr. Jacobs elected to defer receipt of shares on a portion of this award, as described below in the Nonqualified Deferred Compensation table.

Nonqualified Deferred Compensation

In accordance with procedures established by the Compensation Committee of the Board, Dr. Jacobs previously elected to defer his receipt of shares in connection with performance-based RSUs that will vest based on stock price targets of $37.50 and higher. During 2025, Dr. Jacobs deferred the issuance of 0.9 million shares related to the vesting of certain performance-based RSUs occurring during 2025 under the Equity Plan.

Name

Plan

Executive Contributions in Last Fiscal Year

($)(1)

Registrant Contributions in Last Fiscal Year
($)

Aggregate Earnings in Last Fiscal Year

($)(2)

Aggregate Withdrawals/Distributions
($)

Aggregate Balance at Last Fiscal Year End
($)

Dr. Paul E. Jacobs

Deferred RSUs

56,247,880

—

683,945

—

56,931,825

1.Represents the value as of the applicable vesting date of the shares of our common stock issued to Dr. Jacobs in connection with the vesting of performance-based RSUs that were deferred by Dr. Jacobs, including: 186,666 shares that vested on October 31, 2025 at $54.41 per share; 555,555 shares that vested on December 1, 2025 at $60.12 per share; and 190,476 shares that vested on December 22, 2025 at $66.63 per share.

2.Represents the number of deferred performance-based RSUs multiplied by the change in the price of our common stock from the applicable vesting date to December 31, 2025 ($61.04).


32 / Globalstar Proxy Statement 2026

Executive Officers and Compensation /

Payments Upon Termination or Change in Control

Jacobs Employment Agreement

Dr. Jacobs is employed under an amended and restated employment agreement between Globalstar and Dr. Jacobs. There is no termination date in the agreement, and employment may be terminated by the Company or Dr. Jacobs under customary circumstances. The employment agreement provides for payment of base salary and an initial equity grant (as discussed in Compensation, Discussion and Analysis above) as well as the ability to earn an annual bonus. Dr. Jacobs is also entitled to participate in the Company's benefit plans. Upon termination of employment, Dr. Jacobs shall be entitled to receive all earned but unpaid base salary, vested benefits, and any unpaid business expenses. Upon certain termination conditions, not including a change of control, unvested RSUs may continue to vest for a period of two years. Upon termination in connection with a change of control, Dr. Jacobs will receive a final measurement treatment of any unvested RSUs, meaning that the vesting of Dr. Jacobs’ RSUs will be measured based on the stock price vesting requirements at the time of the change of control, and all RSUs that remain unvested after this measurement will be forfeited.

Payments Upon Termination or Change of Control: Dr. Jacobs, Ms. Clary and Mr. Ponder

Other than agreements with respect to compensation, we have not entered into employment agreements with our executive officers, other than Dr. Jacobs. Voluntary termination of employment or retirement would not result in any payments to Ms. Clary or Mr. Ponder beyond the amounts each would be entitled to receive under our retirement plan. We pay life insurance premiums for all U.S.-based employees that will be paid (based on a multiple of salary) to the employee’s beneficiary upon death.

Severance payments may be paid to eligible U.S.-based employees if an employee is terminated due to a reduction in workforce and upon the employee’s execution of a release of claims. Under this plan, Ms. Clary and Mr. Ponder would receive a lump sum payment equal to six to eight weeks' base salary. Other severance, if any, is determined at the time of dismissal and is subject to negotiation.

Under the Equity Plan and outstanding award agreements, if a participant dies, becomes disabled or is terminated for cause, unvested awards are forfeited. For vested option awards, the participant or his survivor generally has 12 months to exercise. If a participant is terminated for cause, all unexercised vested options also are forfeited. Except as otherwise provided for in the applicable merger, sale or other transaction agreement resulting in a change in control, if a change in control occurs, any unvested options or restricted shares outstanding would vest immediately provided that the participant's service has not terminated prior to the date of such change in control. Under the Equity Plan, a change in control occurs upon: (1) a person or group (other than us, an existing controlling stockholder, or a trustee for an employee benefit plan) acquiring beneficial ownership of 50% or more of the voting power in the election of directors; (2) upon merger or consolidation; (3) a sale of all or substantially all of our assets; or (4) the sale or exchange by the stockholders of more than 50% of our voting stock; provided however, that a change in control is not deemed to have occurred if the majority of the board of directors of the surviving company is comprised of our directors. Except as otherwise provided for in the applicable merger, sale or other transaction agreement resulting in a change in control, the Compensation Committee, in its discretion, also may take other actions to provide for the acceleration of the exercisability or vesting of other awards under the Plan prior to, upon or following a change in control.

The following table shows the amount of potential payments to the NEOs under the listed events, based on the assumption that the triggering event took place on December 31, 2025. In connection with his service as an executive officer of the Company, Mr. Monroe did not receive any compensation nor does Mr. Monroe have any outstanding equity awards at 2025 fiscal year-end, and therefore he is not reflected in the table below. There are no unvested stock options for Messrs. Jacobs and Ponder or Ms. Clary, and therefore amounts are not reflected in the table below.


						Globalstar Proxy Statement 2026 / 33

/ Executive Officers and Compensation


	Dr. Jacobs ($)	Ms. Clary ($)	Mr. Ponder ($)

Death
Insurance proceeds	700,000	700,000	680,660
Termination – Reduction in Workforce
Severance	57,692	64,615	52,358
Change in Control
Immediate Vesting of Unvested Restricted Stock Awards and RSUs	101,442,498	1,530,822	403,474

Equity Compensation Plan Information

The following table provides information as of December 31, 2025 regarding the number of shares of our common stock that may be issued under our equity compensation plans.


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) (a)		Weighted-average exercise price of outstanding options, warrants and rights ($)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#)

Equity compensation plans approved by security holders	2,546,451	(1)	18.65	(2)	2,163,681	(3)
Equity compensation plans not approved by security holders	—		—		—
Total	2,546,451	(1)	18.65	(2)	2,163,681	(3)

1.Consists of unvested RSUs and unexercised stock options. Also includes 1.9 million RSUs that may vest upon achievement of sustained stock price targets between $67.50 and $150.00 and 0.1 million unvested RSUs that may vest upon achievement of internal sales targets and/or project milestones.

2.Restricted stock awards and RSUs do not have an exercise price; therefore, this column only reflects the weighted-average exercise price of outstanding stock options.

3.Reflects shares available for grant under our Equity Incentive Plan (1,869,125 shares) and ESPP (294,556 shares) as of December 31, 2025.


34 / Globalstar Proxy Statement 2026

Executive Officers and Compensation /

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how we align executive compensation with the Company's performance, refer to "Executive Officers and Compensation - Compensation Discussion and Analysis."

Year

Summary compensation table

SEC Form DEF 14A filed by Globalstar Inc.