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Globalstar Inc

For the period ended Mar 31, 2025. Filed May 8, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 8, 2025

GSAT$85.78+1.7%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended March 31, 2025, none of our directors or executive officers adopted orterminated any contract, instruction or written plan for the purchase or sale of the Company's securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (each, a “10b5-1 Plan”) or any non-Rule 10b5-1 trading arrangement.

Sixth Amended and Restated Bylaws

Effective May 6, 2025, our Board amended and restated the Company’s Fifth Amended and Restated Bylaws (as amended and restated, the “Bylaws”) primarily to clarify and implement certain procedural and disclosure requirements for the Company’s stockholders to propose business or director nominees at annual or special meetings of stockholders. The amendments also modify certain other provisions to align the Bylaws more closely with the current Delaware General Corporation Law (the “DGCL”) and prevailing practices.

Among other changes, the amendments to the Bylaws:

modify the provisions of the Bylaws relating to the (i) principal office, adjournment procedures, notice requirements, revocability of stockholder proxies, accessing the stockholder list, and emergency bylaws to align more closely with the DGCL, and (ii) issuance of stock certificates, the transfer of shares and handling of lost stock certificates to reflect the post-reverse split status of the Company’s common stock (Article I; Article II, Sections 2.1-2.2, 2.6 and 2.10; Article III, Sections 3.5-3.6 and 3.10; Article VI).

add an advance notice bylaw that sets restrictions and conditions on the method and timing of any proposals or director nominations submitted by stockholders for consideration at an annual or special meeting of stockholders (Article II, Section 2.3).

clarify (i) the quorum requirements for the transaction of business at stockholder meetings; and (ii) the default voting standard for matters subject to stockholder votes to better align with the default voting standard set forth in the Company’s certificate of incorporation and the treatment of abstentions and broker non-votes in relation to each of the various voting standards applicable under the Bylaws and certificate of incorporation (Article II, Sections 2.4-2.5).

clarify the number of directors to provide more flexibility with respect to the total number of directors on the Board and the number of directors in each class (Article III, Section 3.2).

add a provision that permits the Company’s Chief Executive Officer to call special meetings of the Board (Article III, Section 3.4).

clarify the mandatory officers the Board is required to appoint and provide for certain default duties of such officers as well as additional categories of officers that the Board may appoint (Article V, Sections 5.1 and 5.4-5.10).

The Bylaws also include certain additional ministerial, technical, conforming, modernizing, streamlining and clarifying changes, including changes intended to conform the Bylaws with recent amendments to the DGCL. The foregoing description is qualified in its entirety by the Bylaws, which are attached hereto as Exhibit 3.2 and incorporated herein by reference.

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