Amazon.com, Inc. (NasdaqGS:AMZN) entered into a definitive merger agreement to acquire Globalstar, Inc. (NasdaqGS:GSAT) from Thermo Funding II LLC and others for $10.7 billion on April 13, 2026. Under the terms of the merger agreement, Globalstar stockholders will elect to receive for each share of Globalstar common stock they own either (i) $90 in cash or (ii) 0.3210 shares of Amazon common stock with a value capped at $90 per share. Pursuant to the Merger Agreement, the Exchange Ratio is determined as follows: (i) if the volume weighted average price of the Parent Common Stock over the twenty (20) consecutive trading day period that ends on (and includes) the second trading day immediately prior to the Closing Date is less than $280.38, the Exchange Ratio will be (x) 0.3210 minus (y) the quotient of the Per Share Adjustment Amount (if any) divided by the Parent Measurement Price; or (ii) if the Parent Measurement Price is greater than $280.38, the Exchange Ratio will be the quotient of (a) (i) $90.00 minus (ii) the Per Share Adjustment Amount (if any) divided by (b) the Parent Measurement Price. This consideration is subject to a proration mechanism that caps aggregate cash elections to a maximum of 40% of total Globalstar shares, and automatically converts excess cash consideration into stock consideration on a pro rata basis. The total transaction consideration is also subject to a downward adjustment of a maximum $110 million in the event Globalstar does not achieve certain operational milestones. In case of termination of transaction, Amazon.com, Inc. will pay a termination fee of $592.1 million and Globalstar, Inc. will pay a termination fee of $419.8 million.

Thermo Funding II, LLC and certain other affiliated entities, holding approximately 57.6% of the combined voting power of the outstanding shares of Globalstar common stock, have approved the transaction by written consent. The transaction is subject to the satisfaction of certain closing conditions, including receipt of regulatory approvals, the achievement by Globalstar of certain HIBLEO-4 replacement satellite milestones registration statement effectiveness, subject to antitrust regulations, and approval of offer by target shareholders. The Board of Directors of Globalstar, Inc. and Amazon.com, Inc., the Strategic Review Committee, and the Special Committee has unanimously approved the transaction. They also formed a special committee for the transaction. The transaction is expected to close in 2027.

Evercore Group L.L.C. acted as financial advisor and as fairness opinion provider while Patrick Schultheis, Rob Ishii, Amy Simmerman and Remi Korenblit of Wilson Sonsini Goodrich & Rosati, P.C acted as legal advisor for the Special Committee of Globalstar, Inc. Howard Ellin, Michael Mies and Max Troper of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor and BDT & MSD Partners, LLC acted as financial advisor for Globalstar, Inc. Krishna Veeraraghavan and Stan Richards of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor for Amazon.com, Inc.