Form DEFM14C Globalstar, Inc.

Dear Globalstar, Inc. Stockholder:

On April 13, 2026, Globalstar, Inc. (“Globalstar”), Amazon.com, Inc. (“Amazon”), Grapefruit Acquisition Sub I, Inc., a direct wholly owned subsidiary of Amazon (“Acquisition Sub I”), and Grapefruit Acquisition Sub II, LLC, a direct wholly owned subsidiary of Amazon (“Acquisition Sub II”) entered into an Agreement and Plan of Merger that provides for the acquisition of Globalstar by Amazon (such agreement, as it may be amended from time to time, the “merger agreement”). A copy of the merger agreement is attached as Annex A to this information statement/prospectus. Pursuant to the terms of, and subject to the satisfaction or waiver of the conditions set forth in, the merger agreement and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), at the effective time, Acquisition Sub I will merge with and into Globalstar (the “first merger”), with Globalstar surviving the first merger and becoming a direct, wholly owned subsidiary of Amazon and immediately following the first merger, in accordance with the DGCL and the Delaware Limited Liability Company Act, Globalstar will be merged with and into Acquisition Sub II (the “second merger” and together with the first merger, the “mergers”), with Acquisition Sub II surviving the second merger and continuing as a direct, wholly owned subsidiary of Amazon. The respective boards of directors of Globalstar and Amazon have unanimously approved the merger agreement and the mergers.

Upon the terms and subject to the conditions of the merger agreement, at the effective time of the first merger, each share of common stock, par value $0.0001 per share, of Globalstar (“Globalstar common stock”) issued and outstanding immediately prior to the effective time of the first merger (other than shares of Globalstar common stock held, directly or indirectly, by Globalstar or any of its subsidiaries or by Amazon, Acquisition Sub I, Acquisition Sub II or any of their respective wholly owned subsidiaries (the “canceled shares”)) will, subject to the proration provisions of the merger agreement, be converted into the right to receive, at the election of the applicable Globalstar stockholder (as defined below) with respect to such share, in accordance with, and subject to the terms, conditions and procedures set forth in the merger agreement, the following consideration: (i) $90.00 in cash minus the per share adjustment amount (as defined below) (if any), without interest (the “cash consideration”); or (ii) a number of shares of common stock, par value $0.01 per share, of Amazon (the “Amazon common stock”) equal to the exchange ratio described below (which includes an adjustment for the per share adjustment amount (if any)) (the “stock consideration”). The cash consideration and the stock consideration, collectively with, if applicable, cash in lieu of any fractional shares of Amazon common stock, are referred to as the “merger consideration.”

“Globalstar stockholders” means holders of Globalstar common stock outstanding at the applicable time, except that, solely for purposes of the election of the merger consideration and receipt thereof, Globalstar stockholders includes holders of vested and unexercised Globalstar warrants that are automatically exercised on a cashless basis immediately prior to the effective time of the first merger. The “exchange ratio” for the stock consideration will be determined based on the volume weighted average price of Amazon common stock over the twenty (20) consecutive trading day period ending on (and including) the second trading day immediately prior to the closing date (the “Amazon measurement price”). If the Amazon measurement price is less than $280.38, the exchange ratio will equal (x) 0.3210 minus (y) the quotient of the per share adjustment amount (if any) divided by the Amazon measurement price. If the Amazon measurement price is equal to or greater than $280.38, the exchange ratio will equal the quotient of (a) (i) $90.00 minus (ii) the per share adjustment amount (if any), divided by (b) the Amazon measurement price.

Pursuant to a letter agreement (the “letter agreement”), by and between Globalstar and Apple Inc. (“Customer”), Globalstar has agreed to make a payment to Customer (the “Customer payment”) in the event Globalstar does not achieve certain operational milestones related to its planned third-generation mobile satellite system called C-3 by applicable deadline dates. The Customer payment will accrue during the pendency of the mergers to the extent any milestone has not been met as of the applicable deadline date, but shall not become payable unless and until the mergers are consummated. At the time of signing the merger agreement, the maximum amount of the Customer payment potentially payable under the letter agreement was $110,000,000.00. As of the date

of the accompanying information statement/prospectus, the maximum amount of the Customer payment potentially payable under the letter agreement is approximately $97 million as a result of Globalstar’s achievement of certain operational milestones since the signing of the merger agreement. The parties do not currently plan to provide further updates regarding the achievement of milestones until the mailing of the election form (as further described in the accompanying information statement/prospectus). If the Customer payment is payable by Globalstar under the letter agreement, then pursuant to the merger agreement, the aggregate merger consideration that Globalstar stockholders will receive will be adjusted downwards by an amount equal to the quotient of (a) the amount of the Customer payment (if any), divided by (b) the aggregate number of shares of Globalstar common stock to be converted into the right to receive the merger consideration (the “per share adjustment amount”), as follows: (i) in the case of shares of Globalstar common stock that are converted into the right to receive the cash consideration, a reduction of the amount of cash paid in respect of each share by the per share adjustment amount, and (ii) in the case of shares of Globalstar common stock that are converted into the right to receive the stock consideration, a reduction in the number of shares of Amazon common stock paid in respect of each share with a value equal to the per share adjustment amount. There can be no assurance that Globalstar will achieve the operational milestones under the letter agreement by the applicable deadline dates, and accordingly there can be no assurance that Globalstar stockholders will receive the full amount of the cash consideration or the stock consideration for each share of Globalstar common stock they hold.

You may elect a different form of merger consideration for each share you own. You may elect to receive (i) solely the cash consideration, (ii) solely the stock consideration, or (iii) if you own more than one share, a combination of the cash consideration for a selected number of shares and the stock consideration for the remaining number of shares. Globalstar stockholders that do not make a valid and timely election will be treated as having elected to receive the stock consideration. The election right for Globalstar stockholders will be subject to proration in accordance with the terms of the merger agreement and as more fully described in the accompanying information statement/prospectus, which is applicable in the event the cash consideration is oversubscribed. The merger agreement provides that the total number of shares of Globalstar common stock that will be entitled to receive the cash consideration will not exceed forty percent (40%) of the aggregate number of shares of Globalstar common stock issued and outstanding immediately prior to the effective time of the first merger (other than the canceled shares) (the “maximum cash share number”). The cash consideration will be prorated as necessary to ensure that the total number of shares of Globalstar common stock eligible to be converted into the right to receive the cash consideration does not exceed the maximum cash share number. There is no cap on the number of shares of Globalstar common stock entitled to receive the stock consideration and the stock consideration is therefore not subject to proration.

Based on the price of shares of Amazon common stock as of the close of trading on April 13, 2026, the last trading day before the public announcement of the mergers, the exchange ratio represented approximately $77.00 in value in stock consideration (not accounting for any adjustment for the per share adjustment amount (if any)). Based on the price of shares of Amazon common stock as of the close of trading on August 12, 2026, the last practicable trading day before the date of the accompanying information statement/prospectus, the exchange ratio represented approximately $85.80 in value in stock consideration (not accounting for any adjustment for the per share adjustment amount (if any)). The implied value of the stock consideration will change as the market price of Amazon common stock changes, but will be capped at $90.00 per share (not accounting for any adjustment for the per share adjustment amount (if any)). As a result, the value of the stock consideration that Globalstar stockholders will receive upon completion of the mergers could be greater than, less than or the same as the value of the stock consideration on the date of the accompanying information statement/prospectus or on the date on which Globalstar stockholders make their election. Accordingly, you should obtain current stock price quotations for Amazon common stock and Globalstar common stock before making your election. Amazon common stock and Globalstar common stock trade on the Nasdaq Stock Market LLC under the symbols “AMZN” and “GSAT,” respectively.

Globalstar’s standing strategic review committee (the “Globalstar strategic review committee”), acting upon the unanimous recommendation of a subcommittee composed solely of independent and disinterested members of the Globalstar strategic review committee (the “Globalstar special committee”), and the Globalstar special committee, each unanimously (i) approved and declared advisable the merger agreement and the consummation of the transactions contemplated thereby, including the mergers, (ii) determined that the merger agreement and the transactions contemplated by the merger agreement, including the mergers, are fair to, and in the best interests of, Globalstar and Globalstar stockholders, (iii) recommended that, in the case of the Globalstar special committee, the Globalstar strategic review committee and, in the case of both the Globalstar special committee and the Globalstar

strategic review committee, the Globalstar board of directors (the “Globalstar board of directors”) (a) approve and declare advisable the merger agreement and the consummation of the transactions contemplated thereby, including the mergers and (b) determine that the merger agreement and the transactions contemplated by the merger agreement, including the mergers, are fair to, and in the best interests of, Globalstar and Globalstar stockholders, and (iv) recommended that the Globalstar board of directors (a) direct that the merger agreement be submitted to Globalstar stockholders for their adoption and (b) resolve, subject to the terms and conditions of the merger agreement, to recommend that Globalstar stockholders adopt the merger agreement and approve the transactions contemplated by the merger agreement, including the mergers.

Thereafter, the Globalstar board of directors, acting upon the unanimous recommendation of each of the Globalstar special committee and the Globalstar strategic review committee, unanimously (i) authorized the execution and delivery of the merger agreement, and approved and declared advisable the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the mergers, (ii) determined that the merger agreement and the transactions contemplated by the merger agreement, including the mergers, are fair to, and in the best interests of, Globalstar and Globalstar stockholders, (iii) directed that the merger agreement be submitted to Globalstar stockholders for their adoption and (iv) subject to the terms and conditions of the merger agreement, resolved to recommend that Globalstar stockholders adopt the merger agreement and approve the transactions contemplated by the merger agreement, including the mergers.

The adoption of the merger agreement, and therefore, the approval of the transactions contemplated thereby, including the mergers, required the affirmative vote or written consent by holders of at least a majority of the outstanding shares of the Globalstar common stock entitled to vote thereon. Concurrently and in connection with the execution of the merger agreement, on April 13, 2026, Amazon and Globalstar entered into a stockholder support agreement (the “support agreement”) with Thermo Funding II, LLC and certain other affiliated entities (collectively, the “Supporting Stockholders”).

On April 13, 2026, following the execution of the merger agreement, and pursuant to the support agreement, the Supporting Stockholders, which, collectively, on April 13, 2026 owned 74,058,249 shares of Globalstar common stock, representing approximately 57.6% of the aggregate voting power of the 128,598,125 issued and outstanding shares of Globalstar common stock, delivered a written consent in lieu of a meeting of stockholders adopting the merger agreement and approving the transactions contemplated by the merger agreement, including the mergers. Accordingly, the execution and delivery of the written consent was sufficient to adopt the merger agreement and approve the mergers on behalf of Globalstar stockholders and no further action by any Globalstar stockholder is required under applicable law or the merger agreement to adopt the merger agreement, Globalstar has not solicited and will not be soliciting your vote for or consent to the adoption of the merger agreement and the approval of the transactions contemplated by the merger agreement and will not call a stockholders’ meeting for purposes of voting on the adoption of the merger agreement and the approval of the transactions contemplated by the merger agreement, including the mergers. This notice and the accompanying information statement shall constitute notice to you from Globalstar of the written consent contemplated by Section 228(e) of the DGCL and are being provided to you for informational purposes only. Globalstar has not solicited and is not soliciting your adoption of the merger agreement or a proxy, and you are requested not to send us a proxy.

Please carefully read the entirety of the accompanying information statement/prospectus, including the risk factors set forth in the section titled “Risk Factors” beginning on page 29, for a discussion of the risks relating to the transactions contemplated by the merger agreement, including the mergers, and the annexes and documents incorporated by reference.

On behalf of the Globalstar board of directors, thank you for your continued support.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGERS OR OTHER TRANSACTIONS DESCRIBED IN THE ACCOMPANYING INFORMATION STATEMENT/ PROSPECTUS OR THE SECURITIES TO BE ISSUED PURSUANT TO THE MERGER AGREEMENT UNDER THE ACCOMPANYING INFORMATION STATEMENT/PROSPECTUS NOR HAVE THEY DETERMINED IF THE ACCOMPANYING INFORMATION STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying information statement/prospectus is dated August 18, 2026 and is first being mailed to Globalstar stockholders on or about August 18, 2026.

This information statement/prospectus incorporates important business and financial information about Amazon and Globalstar from other documents that Amazon and Globalstar have filed with the U.S. Securities and Exchange Commission (the “SEC”) and that are contained in or incorporated by reference into this information statement/prospectus. For a listing of documents incorporated by reference into this information statement/prospectus, please see the section titled “Where You Can Find More Information” beginning on page 136. This information is available for you to review on the SEC’s website at www.sec.gov.

You can obtain copies of this information statement/prospectus and the documents incorporated by reference into this information statement/prospectus without charge upon your written or oral request at the following addresses and telephone numbers:

If you request any such documents, Amazon or Globalstar, as applicable, will mail them to you by first class mail, or another equally prompt means, after receipt of your request.

In addition, you may obtain copies of documents filed by Amazon with the SEC by accessing Amazon’s website at www.amazon.com/ir. You may also obtain copies of documents filed by Globalstar with the SEC by accessing Globalstar’s website at www.globalstar.com. We are not incorporating the contents of the websites of the SEC, Amazon, Globalstar or any other entity into this information statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this information statement/prospectus at these websites only for your convenience.

This information statement/prospectus, which forms part of a registration statement on Form S-4 (Registration No. 333-297911) filed with the SEC by Amazon.com, Inc. (“Amazon”), constitutes a prospectus of Amazon under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock, par value $0.01 per share, of Amazon (the “Amazon common stock”) to be issued to stockholders of Globalstar, Inc. (“Globalstar”) pursuant to the merger agreement referred to in this information statement/prospectus (other than such shares of Amazon common stock that are expected to be beneficially owned by the Supporting Stockholders).

This information statement/prospectus also constitutes an information statement for Globalstar under Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

You should rely only on the information contained in or incorporated by reference into this information statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this information statement/prospectus. This information statement/prospectus is dated August 18, 2026, and you should assume that the information contained in this information statement/prospectus is accurate only as of such date. You should also assume that the information incorporated by reference into this information statement/prospectus is accurate only as of the date of such information.

This information statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this information statement/prospectus (including the annexes hereto) or incorporated by reference herein regarding Amazon, Acquisition Sub I, or Acquisition Sub II has been provided by Amazon, and information contained in this information statement/prospectus (including the annexes hereto) or incorporated by reference herein regarding Globalstar has been provided by Globalstar. Globalstar and Amazon have both contributed to the information relating to the merger agreement contained in this information statement/prospectus.

The following questions and answers are intended to briefly address some commonly asked questions regarding the mergers and the merger agreement. These questions and answers may not address all questions that may be important to you as a Globalstar stockholder. For additional information, please see the section titled “Summary” and the more detailed information contained elsewhere in this information statement/prospectus, the annexes to this information statement/prospectus and the documents referred to or incorporated by reference in this information statement/prospectus, which you should read carefully and in their entirety. You may obtain the information incorporated by reference into this information statement/prospectus without charge by following the instructions under the section titled “Where You Can Find More Information” beginning on page 136 of this information statement/prospectus.

This information statement/prospectus includes certain “forward-looking statements” within the meaning of the federal securities laws, including, but not limited to, those statements related to the proposed transactions, including financial estimates and statements as to the expected timing, completion, and effects of the proposed transactions. These forward-looking statements are generally identified by the words “believe,” “project,” “might,” “could,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, although not all forward-looking statements contain these identifying words.

Any statements about Amazon, Globalstar or the combined company’s plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. These forward-looking statements, including statements regarding the proposed transactions, are based on Amazon’s and Globalstar’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that may differ materially from those expressed or implied by such forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. There is no assurance that these future events will occur as anticipated or that our results, estimates, or assumptions will be correct, and we caution investors and all others not to place undue reliance on such forward-looking statements. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties, many of which are beyond Amazon’s and Globalstar’s control.

Important factors, risks, and uncertainties that could cause actual results to differ materially from such plans, estimates, or expectations include but are not limited to: (i) the ability to complete the proposed transactions on the anticipated terms and timing, or at all, including obtaining required regulatory approvals and the satisfaction of other conditions to the completion of the proposed transactions; (ii) potential litigation relating to the proposed transactions, including the effects of any outcomes related thereto; (iii) the risk that disruptions from the proposed transactions (such as the ability of certain customers of Globalstar to terminate or amend contracts upon a change of control, or to withhold consent to such change of control) will harm Amazon’s and/or Globalstar’s business, including current plans and operations, during the pendency, and following the completion of, the proposed transactions; (iv) the ability of Globalstar to retain and hire key personnel; (v) the diversion of management’s time and attention from ordinary course business operations to completion of the proposed transactions; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transactions; (vii) legislative, regulatory, and economic developments; (viii) contractual provisions that may impact Amazon’s and/or Globalstar’s ability to pursue certain business opportunities or strategic transactions during the pendency, and/or following the completion of, the proposed transactions; (ix) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreaks of war or hostilities, or public health issues, as well as management’s response to any of the aforementioned factors; (x) the impact of inflation, tariffs, rising interest rates, and global conflicts, including disruptions in economies as a result of ongoing or future geopolitical conflicts and trade disputes; (xi) the occurrence of any event, change, or other circumstance that could give rise to the termination of the proposed transactions, including in circumstances requiring Globalstar to pay a termination fee to Amazon; (xii) fluctuations in Amazon’s and/or Globalstar’s stock price, including the risk that the price of Amazon’s common stock payable as merger consideration may decline prior to or following the completion of the proposed transactions or the risk that Globalstar’s stock price may decline if the proposed transactions are not consummated; (xiii) liabilities that are not known, probable, or estimable at this time or unexpected costs, charges, or expenses; (xiv) potential challenges in the development, production, delivery, support, and performance of satellite-based connectivity services and products, including with respect to the combined company’s commercial relationship with certain customers, as well as other current and prospective business relationships, after the completion of the proposed transactions; (xv) those risks and uncertainties found in Amazon’s and Globalstar’s respective filings with the SEC, including the risk factors discussed in Amazon’s and Globalstar’s most recent Annual Reports on Form 10-K, as updated by their Quarterly Reports on Form 10-Q and future filings with the SEC from time to time, which are available via the SEC’s website at www.sec.gov; and (xvi) the other risk factors discussed in the section of this information statement/prospectus entitled “Risk Factors” beginning on page 29 of this information statement/prospectus.

There can be no assurance that the proposed transactions will be completed, or if completed, that they will close within the anticipated time period. These factors should not be construed as exhaustive and should be read in conjunction with the other forward-looking statements. The forward-looking statements relate only to events as of the date on which the statements are made and we undertake no obligation to update, and expressly disclaim any

obligation to update, any forward-looking statements, or any other information in this information statement/prospectus, whether resulting from developments, circumstances, or events that arise after the date the statements are made, new information, or otherwise. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we may have expressed or implied by these forward-looking statements. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us or the transactions.

In addition to the other information contained in or incorporated by reference into this information statement/ prospectus, you should consider carefully the following risk factors, including, among other things, the matters addressed in the section titled “Special Note Regarding Forward-Looking Statements” beginning on page 27 of this information statement/prospectus. Globalstar stockholders should carefully consider the following risks before making their election. In addition, you should read and consider the risks associated with each of the businesses of Amazon and Globalstar because these risks will relate to Amazon following the completion of the mergers. Descriptions of some of these risks can be found in Amazon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and Globalstar’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and, in each case, any amendments thereto, as such risk factors may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this information statement/prospectus. You should also consider the other information in this information statement/prospectus and the other documents incorporated by reference into this information statement/prospectus. For additional information regarding where you can find information incorporated by reference into this information statement/prospectus, please see the section titled “Where You Can Find More Information” beginning on page 136 of this information statement/prospectus.

At the effective time of the first merger, each share of Globalstar common stock issued and outstanding immediately prior to the effective time of the first merger (other than canceled shares) will be converted into the right to receive, at the election of the holder of such share, in accordance with, and subject to the terms, conditions and procedures set forth in the merger agreement, the following consideration (collectively with, if applicable, cash in lieu of any fractional shares of Amazon common stock and any dividends or other distributions payable pursuant to the merger agreement): (i) the cash consideration (i.e., $90 in cash minus the per share adjustment amount (if any), without interest, subject to proration in accordance with the merger agreement if the aggregate number of shares of Globalstar common stock with respect to which cash elections are made exceeds the maximum cash share number, or (ii) the stock consideration (i.e., a number of validly issued, fully paid and nonassessable shares of Amazon common stock equal to (a) if the Amazon measurement price is less than $280.38, (x) 0.3210 minus (y) the quotient of the per share adjustment amount (if any) divided by the Amazon measurement price, or (b) if the Amazon measurement price is equal to or greater than $280.38, (x) $90.00 minus (y) the quotient of the per share adjustment amount (if any) divided by the Amazon measurement price.

The market price of Amazon common stock at the time of completion of the mergers may vary significantly from the market price of Amazon common stock on the date the merger agreement was executed, the date of this information statement/prospectus and the date on which Globalstar stockholders make their election. The implied value of the stock consideration will change as the market price of Amazon common stock changes, but will be capped at $90.00 per share (not accounting for any adjustment for the per share adjustment amount (if any)). As a result, the value of the stock consideration that Globalstar stockholders will receive upon completion of the mergers could be greater than, less than or the same as the value of the stock consideration on the date of this information statement/prospectus or on the date on which Globalstar stockholders make their election.

Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in Amazon’s and Globalstar’s respective businesses, operations and prospects, trading market assessments of the likelihood that the mergers will be completed, the timing of the mergers, regulatory considerations and other risk factors set forth or incorporated by reference in this information statement/prospectus. Many of these factors are beyond Amazon’s and Globalstar’s control. Globalstar stockholders are urged to obtain current market quotations for Amazon common stock and Globalstar common stock when they make their elections.

In the event Globalstar does not achieve certain operational milestones related to the C-3 system by the applicable deadline dates prior to the closing, it will need to make the Customer payment to Customer substantially

concurrent with the effective time of the first merger pursuant to the letter agreement. At the time of signing the merger agreement, the maximum amount of the Customer payment potentially payable under the letter agreement was $110,000,000.00. As of the date of this information statement/prospectus, the maximum amount of the Customer payment potentially payable under the letter agreement is approximately $97 million as a result of Globalstar’s achievement of certain operational milestones since the signing of the merger agreement. The parties do not currently plan to provide further updates regarding the achievement of milestones until the mailing of the election form (as further described in this information statement/prospectus). The exact per share adjustment amount will not be known until prior to closing, but the maximum per share adjustment amount as of the date of this information statement/prospectus will be equal to (a) approximately $97 million divided by (b) the aggregate number of shares of Globalstar common stock to be converted into the right to receive the merger consideration at the effective time of the first merger. As a result of such Customer payment (if any), there will be a downward adjustment made to the exchange ratio. Accordingly, Globalstar stockholders will not know or be able to calculate at the time of their election the market value of the stock consideration they will (or may) receive upon completion of the mergers, and the implied value of the stock consideration may be less than the value of the cash consideration at the completion of the mergers.

Under the merger agreement, the maximum number of shares of Globalstar common stock eligible to be converted into the right to receive the cash consideration is equal to forty percent (40%) of the aggregate number of shares of Globalstar common stock issued and outstanding immediately prior to the effective time of the first merger (other than canceled shares). The cash consideration is subject to proration in the event that the number of cash elections exceeds this limit (which we refer to herein as the “maximum cash share number”). Accordingly, there is a risk that a Globalstar stockholder electing to receive the cash consideration will receive shares of Amazon common stock in lieu of cash for a portion of the merger consideration payable to such Globalstar stockholder, and, if the Amazon measurement price is less than $280.38, the value of the stock consideration that Globalstar stockholders will receive may be less than the value of the cash consideration. This may result in, among other things, tax consequences that differ from those that would have resulted if such Globalstar stockholder had received solely the cash consideration that such Globalstar stockholder elected to receive. In addition, if, immediately prior to the effective time of the first merger, the Customer payment is payable by Globalstar under the letter agreement, the cash consideration will be less than $90.00 per share. Because the final mix of consideration received by a stockholder electing the cash consideration or stock consideration will not be known until the proration procedures are completed after the election deadline, such stockholders will not know the exact U.S. federal income tax consequences of the mergers to them at the time they must make their election.

For additional information regarding the proration mechanism, please see the section titled “The Mergers — Merger Consideration” beginning on page 37 of this information statement/prospectus, and for additional information regarding the material U.S. federal income tax consequences of the mergers, please see the section titled “The Mergers — Material U.S. Federal Income Tax Consequences” beginning on page 80 of this information statement/prospectus.

The parties intend for the mergers, taken together, to qualify as a reorganization under Section 368(a) of the Code. Nevertheless, the obligation of Amazon and Globalstar to consummate the mergers is not conditioned upon the receipt of an opinion from counsel regarding whether the mergers, taken together, qualify as a “reorganization” within the meaning of Section 368(a) of the Code, nor have the parties sought a ruling from the IRS. If the IRS or a court determines that the mergers, taken together, do not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a Globalstar stockholder who receives Amazon common stock in the mergers would generally recognize taxable gain or loss upon such exchange, which could result in a substantial tax liability to such stockholder.

The consummation of the mergers is subject to a number of closing conditions, including, among others, (a) the expiration or termination of the waiting period (or any extension thereof) applicable to the consummation of the mergers under the HSR Act, (b) the receipt of all required governmental authorizations and the continued full force and effect of such authorizations, (c) the registration statement on Form S-4, of which this information statement/prospectus forms a part, becoming effective under the Securities Act and not being the subject of any stop order or any proceedings by the SEC seeking a stop order, (d) the lapse of at least twenty (20) calendar days from the date this information statement/prospectus was mailed to Globalstar stockholders as contemplated by Regulation 14C of the Exchange Act, (e) the absence of any provision of any applicable law or order that has the effect of preventing, making illegal or enjoining the completion of the mergers, (f) the accuracy of the representations and warranties of Globalstar, Amazon, Acquisition Sub I and Acquisition Sub II under the merger agreement (subject to the materiality standards set forth in the merger agreement) and (g) the performance or compliance by Globalstar, Amazon, Acquisition Sub I and Acquisition Sub II of their respective obligations under the merger agreement in all material respects. In addition, Amazon’s obligation to consummate the mergers is subject to additional conditions under the merger agreement, including the receipt by Globalstar of certain governmental authorizations related to the C-3 system and their continuance in full force and effect and the achievement by Globalstar of certain milestones relating to the launch and operation of HIBLEO-4 replacement satellites. As of the date of this information statement/prospectus, the date of the initial launch, which was previously expected to occur in May 2026, is currently anticipated to occur during the third quarter of 2026. The timing of the initial launch may have an impact on Globalstar’s ability to achieve certain of the operational milestones by the applicable deadline dates as set forth in the letter agreement with Customer and may (i) result in a payment by Globalstar to Customer in accordance with the terms of the letter agreement, which such payment would reduce the merger consideration by an equivalent amount, and (ii) have an impact on the timing of revenue recognition by Globalstar (such impact (if any) is not expected to be material to Globalstar). There can be no assurances that the initial launch will occur on this anticipated timeline. For more information regarding the required regulatory approvals and the closing conditions, please see the sections titled “The Mergers — Regulatory Approvals Required for the Mergers” beginning on page 84 of this information statement/prospectus and “The Merger Agreement — Conditions to the Mergers” beginning on page 112 of this information statement/prospectus.

Although Amazon and Globalstar have agreed in the merger agreement to use their reasonable best efforts to complete the mergers as promptly as practicable, many of the closing conditions are not within Amazon’s or Globalstar’s control, and neither company can predict when or if these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to April 13, 2027, which deadline may be extended to 11:59 p.m. (New York City time) on October 13, 2027 and further extended to 11:59 p.m. (New York City time) on April 13, 2028 under certain circumstances, it is possible that the merger agreement will be terminated. The failure to satisfy all of the required conditions could delay the completion of the mergers for a significant period of time or prevent it from occurring. Any delay in completing the mergers could cause Amazon not to realize some or all of the benefits that it expects to achieve if the mergers are successfully completed within its expected timeframe. There can be no assurance that the closing conditions will be satisfied or waived or that the mergers will be completed.

In addition, Amazon or Globalstar may elect to terminate the merger agreement under certain specified circumstances. If the merger agreement is terminated under certain circumstances, Globalstar may be required to pay, at the direction of Amazon, a termination fee of $419,832,000.00, or Amazon may be required to pay, at the direction of Globalstar, a termination fee of $592,071,000.00. For additional information regarding the termination fees, please see the section titled “The Merger Agreement — Termination Fees” beginning on page 114 of this information statement/prospectus.

Before the mergers may be completed, the waiting period (or any extension thereof) applicable to the consummation of the mergers under the HSR Act must have expired or terminated and the clearances and approvals applicable to the mergers under the antitrust, foreign investment, and satellite and telecommunications laws of certain jurisdictions must have been received. In deciding whether to grant the required regulatory approval, consent

or clearance, the relevant governmental authority may impose or seek to impose requirements, limitations or costs or place restrictions on the conduct of Amazon’s business following the completion of the mergers. Under the merger agreement, Amazon and Globalstar have agreed to use their reasonable best efforts to obtain such approvals, consents, and clearances, except that neither party is required to agree to any remedies or restrictions on the conduct of their business to obtain such clearances (provided that Globalstar will take such actions to the extent requested in writing by Amazon and conditioned on the closing). There can be no assurance that such conditions, terms, obligations or restrictions, if any, will not result in the delay or abandonment of the mergers. For additional information regarding conditions to the completion of the mergers, please see the sections titled “The Mergers — Regulatory Approvals Required for the Mergers” beginning on page 84 of this information statement/ prospectus and “The Merger Agreement — Conditions to the Mergers” beginning on page 112 of this information statement/prospectus.

Until the mergers are completed, the merger agreement restricts Globalstar from taking specified actions without the consent of Amazon, and requires Globalstar to operate in the ordinary course of business consistent with past practice. These restrictions may adversely affect Globalstar’s ability to execute certain of its business strategies, including the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures, and, as a result, could have an adverse effect on Globalstar’s results of operations, cash flows, and financial position.

Parties with which Amazon and Globalstar, or their respective subsidiaries, do business may be uncertain as to the effects the mergers may have on them, including with respect to current or future business relationships with Amazon, Globalstar or their respective subsidiaries. These relationships may be subject to disruption as customers, suppliers and other persons with whom Amazon and Globalstar have a business relationship may delay or defer certain business decisions or might decide to terminate, change, or renegotiate their relationships with Amazon or Globalstar, as applicable, or consider entering into business relationships with parties other than Amazon, Globalstar or their respective subsidiaries. These disruptions could have an adverse effect on the current or future results of operations, cash flows and financial position of Amazon or Globalstar, including an adverse effect on Amazon’s ability to realize the expected benefits of the mergers. The risk, and adverse effect, of any disruption could be exacerbated by a delay in completion of the mergers or termination of the merger agreement.

The merger agreement contains provisions that make it more difficult for Globalstar to sell its business to a party other than Amazon. These provisions include a general prohibition on Globalstar soliciting any takeover proposal or offer for a competing transaction, and the merger agreement does not permit Globalstar to terminate the merger agreement to accept a takeover proposal or offer for a competing transaction.

Moreover, in connection with entering into the merger agreement, on April 13, 2026, Globalstar entered into the support agreement with the Supporting Stockholders, pursuant to which each Supporting Stockholder has agreed to, among other things, vote against (i) any action or agreement that would reasonably be expected to prevent or materially delay the consummation of the mergers, and (ii) any alternative transaction proposal or approval of any other proposal, transaction, agreement or action, made in opposition to or in competition with, or that would reasonably be expected to prevent, materially delay or impede the consummation of, the merger agreement or the mergers. For more information, see “Summary of Certain Agreements Related to the Mergers — Support Agreement” beginning on page 116 of this information statement/prospectus.

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Globalstar or pursuing an alternative transaction from considering or proposing such a transaction, even if such third-party acquiror or merger partner were prepared to pay a consideration with a higher per share cash or market value than the value proposed to be received or realized in connection with the mergers.

If the mergers are not completed for any reason, the ongoing business of Globalstar may be adversely affected and, without realizing any of the benefits of having completed the mergers, Globalstar could be subject to a number of negative consequences, including the following:

In addition, Globalstar could be subject to litigation related to any failure to complete the mergers or related to any enforcement proceeding commenced against Globalstar to perform its obligations under the merger agreement. If the mergers are not completed, any of these risks may materialize and may adversely affect Globalstar’s businesses, financial condition, financial results and stock price.

The completion of the mergers may trigger change in control provisions in certain agreements to which Globalstar is a party. If Globalstar and Amazon are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements. Even if Globalstar and Amazon are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Globalstar or Amazon.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger, or other business combination agreements like the merger agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Amazon’s and Globalstar’s respective liquidity and financial condition.

Further, one of the conditions to the completion of the mergers is that no injunction or law by any governmental authority of competent jurisdiction will be in effect that has the effect of preventing, making illegal or enjoining the completion of the mergers. As such, if an injunction prohibiting the completion of the mergers is obtained, that injunction may prevent the mergers from becoming effective or from becoming effective within the expected timeframe.

The Globalstar special committee received a written opinion from Evercore in connection with the signing of the merger agreement, but has not obtained an updated opinion from such financial advisor as of the date of this information statement/prospectus. Changes since the signing of the merger agreement in the operations and prospects of Globalstar, general market and economic conditions and other factors that may be beyond the control of Globalstar, and on which such financial advisor’s opinion was based, may significantly alter the value of Globalstar or the shares of Globalstar common stock prior to and at the closing. The opinion does not speak as of the time the mergers will be completed or as of any date other than the date of such opinion. Because Globalstar does not currently anticipate asking Evercore to update its opinion, the only opinion from a financial advisor received by the Globalstar special committee will not address the fairness of the merger consideration from a financial point of view at the closing. For a description of the opinion that the Globalstar special committee received from such financial advisor, please see the section titled “The Mergers — Opinion of the Financial Advisor to Globalstar’s Special Committee” beginning on page 69 of this information statement/prospectus. A copy of the opinion of Evercore Group L.L.C. is attached as Annex B to this information statement/prospectus.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Appraisal rights are not available in all circumstances, and exceptions to these rights are provided under the DGCL. In the mergers, because Globalstar’s common stock is listed on the NASDAQ, and because Globalstar stockholders are not required to accept in the mergers any consideration in exchange for their shares of Globalstar common stock other than shares of Amazon common stock (because each Globalstar stockholder may receive solely the stock consideration), which are listed on the NASDAQ, and cash in lieu of fractional shares (if applicable), Globalstar stockholders will not be entitled to any appraisal rights in connection with the mergers with respect to their shares of Globalstar common stock. For a more detailed description of the relevant provisions of the DGCL, see the section titled “The Mergers — No Appraisal Rights” beginning on page 86 of this information statement/prospectus.

Although all Globalstar stockholders, including Globalstar executive officers and directors, have the right to choose between the cash consideration and the stock consideration in the mergers, Globalstar’s executive officers and directors may have interests in the mergers that are different from, or in addition to, those of Globalstar stockholders. These interests include the conversion of outstanding equity awards into cash-based awards and, in some cases, severance eligibility and retention bonus opportunities. In addition, Globalstar executive officers and directors also have rights to indemnification, advancement of expenses and directors’ and officers’ liability insurance that will survive the completion of the mergers. The Globalstar board of directors, the Globalstar strategic review committee and the Globalstar special committee were aware of these interests and considered them, among other matters, in approving the merger agreement and the mergers. For a description of the interests of Globalstar’s executive officers and directors in the mergers, please see “The Mergers — Interests of Directors and Executive Officers of Globalstar in the Mergers” beginning on page 76 of this information statement/prospectus.

Although Amazon expects significant benefits to result from the mergers, there can be no assurance that Amazon will actually realize any of them, or realize them to the extent expected or within the anticipated timeframe. Achieving these benefits will depend, in part, on Amazon’s ability to integrate Globalstar’s business successfully. The challenges involved with the mergers, which will be complex and time consuming, include the following:

If these issues and the other challenges inherent in integrating an acquired business are not successfully managed, then Amazon may not achieve the anticipated benefits of the mergers on Amazon’s anticipated timeframe or at all, and Amazon’s revenue, expenses, operating results, financial condition, and stock price could be adversely affected. The successful completion of the mergers will require significant management attention both before and after the mergers, and may divert the attention of management from Amazon’s business and operational issues.

Amazon will incur expenses in connection with and as a result of completing the mergers, and, following the completion of the mergers, Amazon expects to incur additional expenses in connection with integrating the businesses and operations of Globalstar and Amazon. Factors beyond Amazon’s control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately. Moreover, diversion of management focus and resources from the day-to-day operation of the business to matters relating to the mergers could adversely affect Amazon’s business, regardless of whether the mergers are completed.

As a result of the mergers, Globalstar stockholders will no longer be stockholders of Globalstar. Former Globalstar stockholders who receive the stock consideration in the mergers will become Amazon stockholders, and their rights as stockholders will be governed by the terms of Amazon’s governing documents, which provide for certain rights that are materially different from the rights provided under the Globalstar governance documents, including, but not limited to, rights to nominate directors and rights to call a special meeting of stockholders. For additional information regarding the different rights associated with Amazon common stock, please see the section titled “Comparison of Rights of Stockholders of Amazon and Globalstar” beginning on page 123 of this information statement/prospectus.

The successful integration and operation of Globalstar following the mergers will depend in part upon the ability to retain key employees of Globalstar following the completion of the mergers. If key employees of Globalstar depart, Amazon may lose significant expertise and talent relating to Globalstar’s business and no assurance can be given that Amazon, after completion of the mergers, will be able to attract or retain key employees for Amazon’s satellite business to the same extent that Amazon’s satellite business and Globalstar have previously been able to attract or retain their own employees.

Upon completion of the mergers, certain Globalstar stockholders will become holders of Amazon common stock. Amazon’s business differs in certain respects from that of Globalstar, and accordingly, the market price of Amazon common stock after the completion of the mergers may be affected by factors different from those currently

affecting the independent results of operations of each of Amazon and Globalstar. As a result, the market price of Amazon common stock may fluctuate significantly following completion of the mergers and Globalstar stockholders who receive the stock consideration could lose the value of their investment in Amazon common stock. For additional information regarding the businesses of Amazon and Globalstar and of some important factors to consider in connection with those businesses, please see the documents incorporated by reference into this information statement/prospectus and the section titled “Where You Can Find More Information” beginning on page 136 of this information statement/ prospectus. In addition, if former Globalstar stockholders sell substantial amounts of Amazon common stock in the public market following completion of the mergers, this could decrease the market price of Amazon common stock.

In connection with the merger agreement, Amazon and Customer entered into the post-closing amendment to the Key Terms Agreement between Globalstar and Customer (the “KTA amendment”) pursuant to which, among other things, Amazon has agreed to continue to provide satellite connectivity for Customer products and collaborate with Customer on future satellite services using Amazon’s expanded satellite network following the completion of the mergers. Amazon expects that the KTA amendment and related agreements with Customer will promote innovation and competition across the space, satellite, and telecommunications sector, and support efforts to close the digital divide globally. However, there is no guarantee that Amazon will realize the anticipated benefits of this commercial arrangement even if the mergers are consummated. The KTA amendment imposes a number of substantial obligations on Amazon and it is possible that Amazon may fail to meet these obligations, and that Customer products that employ the services rendered may not succeed or that the KTA amendment may be terminated. If any of these events were to occur, Amazon may not realize the anticipated benefits of the mergers in the time frame currently anticipated or at all, which may adversely affect Amazon’s business and results of operations.

Amazon’s and Globalstar’s businesses are, and will be, subject to the risks described above. In addition, Amazon and Globalstar are, and will continue to be, subject to the risks described in Amazon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and Globalstar’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this information statement/prospectus. The risks described above and in those filings represent all known material risks with respect to Amazon’s and Globalstar’s businesses.

This section of the information statement/prospectus describes the material aspects of the mergers. This section may not contain all of the information that is important to you. You should carefully read this entire information statement/prospectus and the documents incorporated by reference into this information statement/ prospectus, including the full text of the merger agreement, a copy of which is attached to this information statement/prospectus as Annex A, for a more complete understanding of the mergers. In addition, important information about each of Amazon and Globalstar is included in or incorporated by reference into this information statement/prospectus. For additional information regarding the location of information incorporated by reference into this information statement/prospectus, please see the section titled “Where You Can Find More Information” beginning on page 136 of this information statement/prospectus.

Amazon, Acquisition Sub I, Acquisition Sub II, and Globalstar have entered into the merger agreement, pursuant to which Amazon will acquire Globalstar with Globalstar becoming a direct, wholly owned subsidiary of Amazon. Upon satisfaction or waiver of the closing conditions set forth in the merger agreement, Acquisition Sub I will merge with and into Globalstar, with Globalstar surviving the first merger as a direct, wholly owned subsidiary of Amazon, and immediately thereafter, Globalstar will be merged with and into Acquisition Sub II, with Acquisition Sub II surviving the second merger as a direct, wholly owned subsidiary of Amazon.

Upon completion of the first merger, each share of Globalstar common stock (including Globalstar warrant notional common shares) issued and outstanding immediately prior to the effective time of the first merger (other than the canceled shares) will be converted into the right to receive, at the election of the applicable Globalstar stockholder (as defined below) with respect to such share, (i) the cash consideration (i.e., $90 per share in cash minus the per share adjustment amount (if any), without interest), subject to proration; or (ii) the stock consideration (i.e., a number of validly issued, fully paid and nonassessable shares of Amazon common stock equal to the exchange ratio (which includes an adjustment for the per share adjustment amount (if any))).

The exchange ratio for the stock consideration will be determined based on the Amazon measurement price (i.e., the volume weighted average price, rounded to four decimal places, of Amazon common stock over the twenty (20) consecutive trading day period ending on (and including) the second trading day immediately prior to the closing date).

The per share adjustment amount will be determined based on the amount of the Customer payment payable by Globalstar to Customer, if any, in the event Globalstar does not achieve certain operational milestones related to the C-3 system pursuant to the letter agreement. At the time of signing the merger agreement, the maximum amount of the Customer payment potentially payable under the letter agreement was $110,000,000.00. As of the date of this information statement/prospectus, the maximum amount of the Customer payment potentially payable under the letter agreement is approximately $97 million as a result of Globalstar’s achievement of certain operational milestones since the signing of the merger agreement. The parties do not currently plan to provide further updates regarding the achievement of milestones until the mailing of the election form (as further described in this information statement/prospectus). The exact per share adjustment amount will not be known until prior to closing, but the maximum per share adjustment amount as of the date of this information statement/prospectus will be equal to (a) approximately $97 million divided by (b) the aggregate number of shares of Globalstar common stock to be converted into the right to receive the merger consideration at the effective time of the first merger.

Each Globalstar stockholder may elect a different form of consideration for each share that such Globalstar stockholder owns. Globalstar stockholders may elect to receive (i) solely the cash consideration, (ii) solely the stock consideration, or (iii) if a Globalstar stockholder owns more than one share, a combination of the cash consideration for a selected number of shares and the stock consideration for the remaining number of shares. Globalstar

stockholders who do not make a valid and timely election will be treated as having elected to receive the stock consideration. Whether a Globalstar stockholder receives their elected form of merger consideration will depend on the election of other Globalstar stockholders and the proration mechanism pursuant to the merger agreement. The merger agreement provides that the total number of shares of Globalstar common stock that will be entitled to receive the cash consideration will not exceed the maximum cash share number (i.e., forty percent (40%) of the aggregate number of shares of Globalstar common stock issued and outstanding immediately prior to the effective time of the first merger (other than canceled shares)). If the cash election is oversubscribed, each Globalstar stockholder making a valid cash election will receive a pro rata portion of the available cash consideration in cash and the remaining portion in shares of Amazon common stock at the exchange ratio. There is no cap on the number of shares of Globalstar common stock entitled to receive the stock consideration and the stock consideration is therefore not subject to proration. No fractional shares of Amazon common stock will be issued in the mergers, and Globalstar stockholders who receive the stock consideration will instead receive cash in lieu of fractional shares of Amazon common stock.

Based on the price of shares of Amazon common stock as of the close of trading on April 13, 2026, the last trading day before the public announcement of the mergers, the exchange ratio represented approximately $77.00 in value in stock consideration (not accounting for any adjustment for the per share adjustment amount (if any)). Based on this price, assuming the maximum permitted cash consideration election, Globalstar stockholders that receive the cash consideration for forty percent (40%) of their shares of Globalstar common stock and receive the stock consideration for sixty percent (60%) of their shares of Globalstar common stock would receive total merger consideration with an implied value of approximately $82.20 per share (not accounting for any adjustment for the per share adjustment amount (if any)). Based on the price of shares of Amazon common stock as of the close of trading on August 12, 2026, the last practicable trading day before the date of this information statement/prospectus, the exchange ratio represented approximately $85.80 in value in stock consideration (not accounting for any adjustment for the per share adjustment amount (if any)). Based on this price, assuming the maximum permitted cash consideration election, Globalstar stockholders that receive the cash consideration for forty percent (40%) of their shares of Globalstar common stock and receive the stock consideration for sixty percent (60%) of their shares of Globalstar common stock would receive total merger consideration with an implied value of approximately $87.48 per share (not accounting for any adjustment for the per share adjustment amount (if any)).

The implied value of the stock consideration will change as the market price of Amazon common stock changes, but will be capped at $90.00 per share (not accounting for any adjustment for the per share adjustment amount (if any)). As a result, the value of the stock consideration that Globalstar stockholders will receive upon completion of the mergers could be greater than, less than or the same as the value of the stock consideration on the date of this information statement/prospectus or on the date on which Globalstar stockholders make their election. Accordingly, Globalstar and Amazon encourage you to obtain current stock price quotations for Amazon common stock and Globalstar common stock before making your election.

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. This summary does not purport to describe every meeting, discussion or communication among the Globalstar board of directors, the Globalstar strategic review committee, the Globalstar special committee, Globalstar management, the other parties mentioned herein, including Amazon, or their respective financial advisors, legal advisors, affiliates or other representatives or any other person.

As part of Globalstar’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Globalstar board of directors and Globalstar management regularly review, consider and assess Globalstar’s operations and financial performance, as well as overall industry conditions, as they may affect those strategic goals and plans. These reviews include, among other things, consideration of the continuation of, and potential improvements to, Globalstar’s strategic goals and plans as a stand-alone company, as well as potential opportunities for acquisitions and other potential financial and strategic alternatives, including a sale of Globalstar, potential capital raising and financing options, new and replacement satellite launches, development and acquisitions of spectrum assets, and development or expansion of strategic and commercial partnerships, in each case with a view toward strengthening its business and identifying opportunities to increase stockholder value.

The Globalstar board of directors has regularly reviewed, among other items, potential opportunities for business combinations, acquisitions, divestitures and other financial and strategic alternatives, and the Globalstar board of directors has compared such opportunities to the benefits and risks of continued operation as a stand-alone company.

In December 2018, the Globalstar board of directors duly formed the Globalstar strategic review committee for the purpose of overseeing, reviewing and approving (to the extent permitted by law) or disapproving of, among other things and subject to certain exceptions, any transaction between Globalstar and the Supporting Stockholders with a value in excess of $250,000. The Globalstar strategic review committee was delegated the exclusive authority for the review and oversight of certain events and its approval was required for events including, any (i) extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Globalstar or any of its subsidiaries, (ii) sale or transfer of a material amount of assets of Globalstar or any sale or transfer of assets of any of its subsidiaries that are material to Globalstar, (iii) material change in the present capitalization or dividend policy of Globalstar, (iv) transaction between Globalstar and the Supporting Stockholders that has a value in excess of $250,000 (subject to certain exceptions) and (v) any other material changes in Globalstar’s lines of business or corporate structure. Since its establishment in December 2018, the Globalstar strategic review committee has been composed of four directors, Keith O. Cowan, William A. Hasler, Timothy E. Taylor and Benjamin G. Wolff, with Mr. Wolff serving as chairman. The Globalstar board of directors determined that each of Messrs. Cowan, Hasler and Wolff satisfied the standard for independence under Rules 5605(a)(2) and 5605(d)(2) of the NASDAQ listing rules. Mr. Taylor is Vice President, Finance, Business Operations and Strategy of Globalstar, and is also a Partner of Thermo Companies.

Globalstar provides certain services to Customer pursuant to a service agreement and certain related ancillary agreements (collectively, the “Service Agreements”). In 2023, the Service Agreements were amended to provide for, among other things, updated amounts payable by Customer to Globalstar. Effective November 5, 2024, Globalstar and Customer further amended the Service Agreements and entered into other related agreements for Globalstar to deliver expanded services over a new MSS network.

Between February 2025 and July 2025, representatives of each of Globalstar management and a potential strategic counterparty (which we refer to as “Party A”) met from time to time to discuss, among other things, Globalstar’s business and a potential strategic transaction involving Party A and Globalstar. During these meetings, Party A initially expressed a preliminary interest in acquiring the Supporting Stockholders’ position in Globalstar and then expressed a preliminary interest in acquiring all of the outstanding shares of Globalstar common stock. In connection with Party A’s preliminary interest in a potential transaction with Globalstar, representatives of Party A discussed such potential transaction with Customer, given that, to the extent such potential transaction would constitute a Transfer and/or Prohibited Transfer pursuant to the lock-up agreement, Customer’s consent with respect to the Transfer and/or Prohibited Transfer would need to be obtained. No specific terms of a potential transaction with Globalstar or the Supporting Stockholders were discussed and Party A did not submit a proposal during these discussions.

Between March 2025 and September 2025, representatives of each of Globalstar management and Amazon met from time to time to discuss, among other things, Globalstar’s business and a potential strategic collaboration between Amazon and Globalstar, but no specific terms of a potential transaction with Globalstar were discussed and Amazon did not submit a proposal during these discussions.

On June 22, 2025, Globalstar engaged Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) as external legal counsel in connection with its evaluation of a Potential Transaction based on, among other things (i) Skadden’s qualifications, expertise and reputation, including its experience advising companies in connection with strategic transactions and (ii) its knowledge of Globalstar’s business and the industry in which Globalstar operates.

On June 30, 2025, the Globalstar board of directors held a meeting to discuss, among other things, the recent meetings with representatives of each of Party A and Amazon and the potential next steps.

On July 1, 2025, the Globalstar strategic review committee held a meeting, with representatives of Wilson Sonsini Goodrich & Rosati, P.C., the external legal counsel of the Globalstar strategic review committee (“Wilson Sonsini”), in attendance. The representatives of Wilson Sonsini reviewed the role and responsibilities of the Globalstar strategic review committee, as well as the fiduciary duties of the members of the Globalstar strategic review committee, in connection with a Potential Transaction. The representatives of Wilson Sonsini also discussed with the Globalstar strategic review committee governance and process matters related to the evaluation and

approval of a Potential Transaction, including the possibility of forming a sub-committee of the Globalstar strategic review committee composed only of directors independent with respect to both Globalstar and the Supporting Stockholders. The Globalstar strategic review committee determined to continue considering the establishment of such a sub-committee of the Globalstar strategic review committee and the governance and procedural benefits of such a sub-committee with representatives of each of Wilson Sonsini and Skadden.

On July 16, 2025, Globalstar executed an NDA with Party A, which contained a nine (9)-month “standstill” provision that (i) included a “don't ask, don't waive” provision, which prohibited Party A from requesting an amendment or waiver of its “standstill” obligations, (ii) permitted Party A to make confidential proposals to the Supporting Stockholders, the Globalstar board of directors or any committee thereof and (iii) terminated following, among other things, Globalstar’s entry into a definitive agreement providing for a change of control. After executing the NDA, representatives of Party A and its advisors were granted access to Globalstar’s virtual data room (the “VDR”). Thereafter and continuing into December 2025, representatives of each of Globalstar management and BDT (as defined below) held numerous calls and meetings with representatives of Party A to discuss, among other things, Party A’s due diligence of Globalstar, including legal, financial and operational matters.

On July 20, 2025, Globalstar engaged BDT & MSD Partners, LLC (“BDT”) as its financial advisor in connection with its evaluation of a Potential Transaction based on, among other things, (i) BDT’s qualifications, expertise and reputation, including its experience advising companies in connection with strategic transactions and (ii) its knowledge of Globalstar’s business and the industry in which Globalstar operates. On that same day, Globalstar and BDT executed an engagement letter, providing for BDT’s engagement as Globalstar’s financial advisor.

On July 23, 2025, the Globalstar strategic review committee held a meeting and discussed the current status of discussions with Party A and Amazon. Also discussed was the role and responsibilities of the Globalstar strategic review committee in connection with a Potential Transaction. Following discussions, the Globalstar strategic review committee authorized continued discussions with Party A and Amazon, as well as other potential interested parties to assess their interest in a Potential Transaction.

Thereafter and through November 2025, in light of the preliminary discussions with representatives of each of Party A and Amazon, and with the authorization of the Globalstar strategic review committee and, upon formation, the Globalstar special committee, representatives of BDT conducted outreach to thirteen (13) potential strategic and financial sponsor counterparties to assess their interest in a Potential Transaction, including as described below. During this period, five (5) parties declined to proceed, including because a Potential Transaction did not align with their respective strategic and financial plans, and did not enter into non-disclosure agreements with Globalstar with respect to a Potential Transaction. Globalstar executed non-disclosure agreements (each, an “NDA”) with eight (8) potential acquirers over the course of this period, including Party A, Amazon, Party B (as defined below) and Party C (as defined below). Among the executed NDAs, other than the NDA executed with Party C, all contained “standstill” restrictions on the counterparty’s ability to make public proposals to acquire Globalstar, each of which had time periods that expired during 2026. The “standstill” restrictions for five (5) of these NDAs terminated upon the announcement of the signing of a definitive agreement for a change of control of Globalstar, and the “standstill” restrictions for the remaining two (2) NDAs expired on April 10, 2026 and May 29, 2026, respectively. Among the executed NDAs containing “standstill” restrictions, two (2) NDAs included a “don't ask, don't waive” provision prohibiting the counterparty from requesting that Globalstar release the counterparty from such “standstill” restrictions. Four (4) of the eight (8) potential acquirers that signed NDAs with Globalstar ultimately did not submit a proposal with respect to a Potential Transaction with Globalstar.

Seven (7) of the eight (8) parties that executed an NDA with Globalstar, including Amazon, Party A, Party B and Party C, were granted access to the VDR, which contained among other materials, customary business, financial and legal information about Globalstar. One (1) potential acquirer that executed an NDA with Globalstar did not engage further in pursuing a Potential Transaction with Globalstar following the execution of an NDA and was not granted access to the VDR. The VDR was updated with additional due diligence information and information responsive to diligence requests from the potential acquirers throughout the remainder of the Globalstar strategic transaction process. In addition, from time to time throughout the Globalstar strategic transaction process, representatives of Globalstar management met with interested potential acquirers to discuss legal, financial and operational information regarding Globalstar’s business.

On July 24, 2025, representatives of BDT contacted a potential strategic counterparty (which we refer to as “Party B”) to solicit Party B’s interest in a Potential Transaction. Between that time and August 2025, representatives of each of Globalstar management and Party B met from time to time to discuss, among other things, Globalstar’s business and a potential strategic transaction involving Party B and Globalstar. During these meetings, Party B expressed a preliminary interest in acquiring Globalstar, but no specific terms of a potential transaction with Globalstar were discussed and Party B did not submit a proposal during these discussions.

Between August 13, 2025 and August 20, 2025, representatives of each of Globalstar management and BDT contacted representatives of a potential strategic counterparty (which we refer to as “Party C”) to solicit Party C’s interest in a Potential Transaction. During this time period, representatives of each of Globalstar management and Party C met from time to time to discuss, among other things, Globalstar’s business and a potential transaction involving Party C and Globalstar. During these meetings, Party C expressed a preliminary interest in acquiring Globalstar, but no specific terms of a potential transaction with Globalstar were discussed and Party C did not submit a proposal during these discussions.

On August 20, 2025, representatives of each of Globalstar management and BDT held a call with representatives of Party A to discuss, among other things, (i) the status of Party A’s interest in a Potential Transaction, (ii) the status of Party A’s ongoing discussions with Customer related to a post-closing commercial arrangement between Party A and Customer and (iii) potential synergies between Globalstar and Party A. During this conversation, representatives of Party A expressed a preliminary interest in a Potential Transaction using a 90-day VWAP, calculated as of August 20, 2025, to determine the value of Globalstar common stock. On a subsequent call held on August 29, 2025, Party A provided a verbal preliminary indication of value for a Potential Transaction at an implied enterprise value of Globalstar of approximately $6.0 billion, plus a contingent value right structure based on future monetization of certain spectrum licenses during a to-be-agreed-upon number of years.

On August 21, 2025, Globalstar executed an NDA with Party C, which did not contain a “standstill” provision. After executing the NDA, representatives of Party C and its advisors were granted access to the VDR. Thereafter and continuing into December 2025, representatives of each of Globalstar management and BDT held numerous calls and meetings with representatives of Party C to discuss, among other things, Party C’s due diligence of Globalstar, including legal, financial and operational matters.

On August 23, 2025, in connection with reviewing and evaluating a Potential Transaction, the Globalstar board of directors, after consultation with the Globalstar strategic review committee, directed the Globalstar strategic review committee to authorize, create and establish, and the Globalstar strategic review committee authorized, created and established, the Globalstar special committee composed of Messrs. Cowan, Hasler and Wolff. Prior to the formation of the Globalstar special committee, the members of the Globalstar board of directors and the Globalstar strategic review committee discussed information relevant to assessing the independence of the proposed members of such a committee. Following discussion, the Globalstar board of directors and the Globalstar strategic review committee each determined that each of the foregoing directors was independent with respect to both Globalstar and the Supporting Stockholders based on their respective determinations that each such director satisfied the standard for independence under Rules 5605(a)(2) and 5605(d)(2) of the NASDAQ listing rules (treating the Supporting Stockholders as if the Supporting Stockholders were Globalstar for the purposes of applying the NASDAQ’s independence standard), and was disinterested with respect to a Potential Transaction under the DGCL. The Globalstar board of directors did not provide for the payment of any compensation to the members of the Globalstar special committee in consideration of their service on the Globalstar special committee. The Globalstar special committee invited Mr. Taylor to join the meetings of the Globalstar special committee regularly, both in his capacity as a member of the Globalstar strategic review committee and an executive officer of Globalstar, in order to benefit from the perspectives of Globalstar management in its evaluation of a Potential Transaction. The Globalstar special committee also met regularly in executive session, without Mr. Taylor, other members of the Globalstar board of directors, other members of Globalstar management or Globalstar’s advisors in attendance. The Globalstar special committee engaged Wilson Sonsini as external legal counsel in connection with its evaluation of a Potential Transaction, based on, among other things, (i) Wilson Sonsini’s qualifications, expertise and reputation, including its experience advising companies and special committees in connection with strategic transactions and related matters and (ii) its experience advising the Globalstar strategic review committee and its knowledge of Globalstar’s business and the industry in which Globalstar operates.

Also on August 23, 2025, the Globalstar board of directors, after consultation with the Globalstar strategic review committee, directed the Globalstar strategic review committee to delegate, and the Globalstar strategic

review committee delegated, to the Globalstar special committee the full power and authority of the Globalstar strategic review committee, to the maximum extent permitted by applicable law, to (i) evaluate, consider, review, oversee the negotiation of, approve, reject and (if applicable) recommend to the Globalstar board of directors and the Globalstar strategic review committee for approval or rejection any Potential Transaction, (ii) determine whether a Potential Transaction is in the best interests of Globalstar and its stockholders and (iii) if applicable, recommend to the Globalstar board of directors and the Globalstar strategic review committee what action, if any, should be taken by Globalstar with respect to a Potential Transaction. The resolutions creating the Globalstar special committee also provided that the Globalstar strategic review committee was not to approve or recommend a Potential Transaction unless the Globalstar special committee approves or recommends such Potential Transaction.

The Globalstar board of directors and the Globalstar strategic review committee took the foregoing actions because of the governance and procedural benefits under Delaware law, and for the benefit of Globalstar stockholders generally, of delegating these matters to a subcommittee composed solely of disinterested and independent directors, and not because any actual or expected conflicts of interest of any members of the Globalstar board of directors with respect to a Potential Transaction.

On August 29, 2025, the Globalstar special committee held a meeting, with members of Globalstar management in attendance. The Globalstar special committee discussed the current status of discussions and due diligence with potential counterparties, including Amazon, Party A, Party B and Party C, and each counterparty’s respective expressed level of interest in a Potential Transaction. The Globalstar special committee also discussed that (i) to the extent such Potential Transaction would constitute a Transfer and/or Prohibited Transfer pursuant to the lock-up agreement, Customer’s consent with respect to the Transfer and/or Prohibited Transfer would need to be obtained and (ii) any potential acquirer of Globalstar would likely need to negotiate a post-closing commercial arrangement with Customer on terms mutually acceptable to Customer and such potential acquirer in connection with any Potential Transaction. The Globalstar special committee discussed the status of discussions between potential acquirers and Customer, including discussions between Party A and Customer to date and potential additional meetings and discussions with various other potential acquirers. Following discussions, the Globalstar special committee authorized continuing discussions with potential counterparties to assess their interest in a Potential Transaction, including by providing additional due diligence information regarding Globalstar to interested potential acquirers and coordinating meetings between interested potential acquirers and Customer.

Also on August 29, 2025, Globalstar executed an NDA with Party B, which contained a nine (9)-month “standstill” provision that (i) did not include a “don't ask, don't waive” provision, (ii) permitted Party B to make confidential proposals to the Globalstar board of directors or any committee thereof and (iii) terminated after May 29, 2026. After executing the NDA, representatives of Party B and its advisors were granted access to the VDR on September 1, 2025. Thereafter and continuing into November 2025, representatives of each of Globalstar management and BDT held numerous calls and meetings with representatives of Party B to discuss, among other things, Party B’s due diligence of Globalstar, including legal, financial and operational matters.

On September 5, 2025, the Globalstar special committee held a meeting, with members of Globalstar management in attendance. The Globalstar special committee discussed the current status of discussions and due diligence with potential counterparties, including Amazon, Party A, Party B and Party C, and each counterparty’s respective expressed level of interest in a Potential Transaction. The Globalstar special committee discussed the indication of value received from Party A on August 29, 2025. The Globalstar special committee determined not to provide a counter-proposal to Party A at that time because it believed that conducting further discussions and diligence with Party A and other potential acquirers could create additional competitive dynamics among the potential acquirers and result in more attractive acquisition proposals. The Globalstar special committee also discussed (i) the (x) status of discussions between potential acquirers and Customer regarding a Potential Transaction involving Globalstar, as reported to Globalstar by Customer, including separate discussions between Party A and Customer and Amazon and Customer, and (y) likelihood that various potential acquirers could achieve a post-closing commercial arrangement with Customer on terms mutually acceptable to Customer and such potential acquirers, and (ii) ways to solicit acquisition proposals from interested potential acquirers. Following discussions, the Globalstar special committee authorized continuing discussions with potential counterparties to assess their interest in a Potential Transaction, including by providing additional due diligence information regarding Globalstar to interested potential acquirers.

On September 12, 2025, Globalstar executed an NDA with Amazon, which contained a twelve (12)-month “standstill” provision that (i) did not include a “don't ask, don't waive” provision, (ii) permitted Amazon to make

confidential proposals to the Globalstar board of directors, Globalstar management or their professional advisors and (iii) terminated following, among other things, Globalstar’s entry into a definitive agreement providing for a change of control. After executing the NDA, representatives of Amazon and its advisors were granted access to the VDR that same day. Thereafter and through the execution of the merger agreement on April 13, 2026, representatives of each of Globalstar management, BDT and Skadden held numerous calls and meetings with representatives of each of Amazon, its financial advisor, Goldman Sachs & Co. LLC (“Goldman Sachs”), and Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”), Amazon’s external legal counsel with respect to a Potential Transaction, to discuss, among other things, Amazon’s due diligence of Globalstar, including legal, financial and operational matters.

On September 15, 2025, the Globalstar special committee held a meeting, with members of Globalstar management in attendance. The Globalstar special committee discussed the current status of discussions and due diligence with potential counterparties, including Amazon, Party A, Party B and Party C, and each counterparty’s respective expressed level of interest in a Potential Transaction. The Globalstar special committee also discussed potential next steps with respect to the evaluation and negotiation of a Potential Transaction with multiple interested potential acquirers, including the preparation of a process letter to solicit acquisition proposals for distribution to selected potential acquirers. The Globalstar special committee also discussed with Globalstar management the oversight by the Globalstar special committee of the negotiation of potential acquisition proposals, and directed representatives of Globalstar management and BDT to not make counterproposals to an acquisition proposal unless authorized by the Globalstar special committee.

On September 19, 2025, the Globalstar special committee held a meeting, with members of Globalstar management and representatives of BDT in attendance. The Globalstar special committee discussed the current status of discussions and due diligence with potential counterparties, including Amazon, Party A, Party B and Party C, and each counterparty’s respective expressed level of interest in a Potential Transaction. The Globalstar special committee also discussed the status of discussions between potential acquirers and Customer regarding a Potential Transaction involving Globalstar, as reported to Globalstar by Customer, including (i) that discussions between Party C and Customer had progressed but there was uncertainty regarding Customer and Party C reaching a mutually acceptable post-closing commercial arrangement, and (ii) potential additional meetings and discussions with various potential acquirers. The Globalstar special committee discussed an illustrative timeline with respect to the negotiation of a Potential Transaction with interested potential acquirers, including in light of the expectation that negotiations would be needed between each interested potential acquirer and Customer and the potential impact of those negotiations on the value and terms of a Potential Transaction. The Globalstar special committee also discussed next steps with respect to the evaluation and negotiation of a Potential Transaction, including that a process letter would be distributed to selected potential acquirers to solicit acquisition proposals.

On September 20, 2025, with the authorization of the Globalstar special committee, representatives of Globalstar management distributed a letter to Party C requesting that Party C submit an initial acquisition proposal with respect to a Potential Transaction with Globalstar no later than September 24, 2025 and in such proposal, among other things, (i) indicate the total consideration Party C was prepared to pay for all of the outstanding shares of Globalstar common stock and (ii) confirm that Party C would work to find a mutually acceptable path forward with Customer with respect to a post-closing commercial arrangement with Customer. A letter was distributed to Party C, but not the other remaining interested potential acquirers at that time, because, among other reasons, (i) Party C indicated that it was interested in moving on an expedited timeline toward a potential acquisition of Globalstar and (ii) the Globalstar special committee believed that such request for Party C’s initial acquisition proposal could enhance value and the likelihood of executing a successful Potential Transaction involving Party C, including by advancing negotiations between Party C and Customer.

On September 23, 2025, representatives of Party C submitted an initial indication of interest with respect to a potential strategic transaction with Globalstar that assumed a valuation of Globalstar between $4 and $5 billion (although not reflected in such indication of interest, this valuation range divided by the number of outstanding shares of Globalstar common stock as of September 23, 2025 implied a per share valuation of approximately $31.58 – $39.47). In such indication of interest, Party C did not indicate the form of consideration Party C would offer in any such transaction, but representatives of Party C informed representatives of BDT that Party C believed that the value of any Party C stock proposed as merger consideration would likely appreciate. The Party C indication of interest also noted, among other things, (i) that Party C was open to pursuing multiple alternative structures, including an acquisition of 100% of the equity of Globalstar, a purchase of spectrum assets or a purchase of

Globalstar’s interest in its partnership with Customer and (ii) Party C’s expectation that Globalstar would enter into an exclusivity agreement with Party C to allow the parties to negotiate and execute documentation for a Potential Transaction and for Party C to complete its due diligence. As of the close of trading on September 23, 2025, the Globalstar common stock traded at a price of $36.60 per share.

On September 29, 2025, the Globalstar special committee held a meeting with members of Globalstar management and representatives of BDT in attendance. The Globalstar special committee discussed the indication of interest received from Party C, including views with respect to Party C’s potential use of stock consideration and potential responses to Party C, and believed that it could obtain an improved acquisition proposal from Party C. The Globalstar special committee also discussed the current status of discussions and due diligence with Amazon, Party A, Party B and Party C, including requests for additional due diligence information regarding Globalstar’s arrangements with Customer. Following discussion, the Globalstar special committee directed BDT and Globalstar management to (i) seek an improved acquisition proposal from Party C and (ii) solicit acquisition proposals from Amazon, Party A and Party B, as the remaining interested potential acquirers with the highest likelihood of submitting and executing a Potential Transaction that would be favorable to Globalstar stockholders because the other potential acquirers in a Potential Transaction had either stopped engaging with Globalstar and its advisors or were not engaging at the same level as Amazon, Party A and Party B.

On October 3, 2025, with the authorization of the Globalstar special committee, representatives of BDT, on behalf of Globalstar, requested that Party C submit an updated indication of interest with respect to an acquisition of Globalstar no later than October 7, 2025. During this time, representatives of BDT continued to have discussions with representatives of Amazon, Party A and Party B regarding a potential acquisition proposal for a Potential Transaction.

On October 6, 2025, representatives of Party C submitted an updated indication of interest with respect to an acquisition of all the outstanding equity of Globalstar for $8.0 billion (although not reflected in such indication of interest, this valuation divided by the number of outstanding shares of Globalstar common stock as of October 6, 2025 implied a per share valuation of approximately $63.15), consisting of $4 billion in cash and $4 billion in Party C stock. Party C’s updated indication of interest contemplated that the Supporting Stockholders would exclusively receive the stock consideration (as well as some cash consideration together with Globalstar’s other stockholders). Additionally, the Party C indication of interest noted, among other things, that Party C (i) required additional time to discuss a post-closing commercial arrangement with Customer in order to submit a final acquisition proposal and (ii) expected that Globalstar would enter into an exclusivity agreement with Party C to allow the parties to negotiate and execute documentation for the Potential Transaction.

Also on October 6, 2025, in response to a request from representatives of BDT, representatives of Party B’s financial advisor submitted, on behalf of Party B, a verbal indication of interest with respect to an acquisition of all the outstanding shares of Globalstar common stock for between $5 and $6 billion in cash (although not reflected in such indication of interest, this valuation range divided by the number of outstanding shares of Globalstar common stock as of October 6, 2025 implied a per share valuation of approximately $39.47 – $47.37) and noted the possibility of increasing consideration subject to further discussions with Customer.

As of the close of trading on October 6, 2025, the Globalstar common stock traded at a price of $44.74 per share.

Also on October 6, 2025, the Globalstar special committee held a meeting, with members of Globalstar management and representatives of BDT in attendance. The Globalstar special committee discussed the initial indication of interest received from Party B and the revised indication of interest received from Party C and potential responses to each party. The Globalstar special committee also discussed the current status of discussions and due diligence with Amazon, Party A, Party B and Party C, and the information received by Globalstar management regarding the status of discussions between Customer and the potential counterparties. Following discussion, the Globalstar special committee directed BDT and Globalstar management to continue soliciting acquisition proposals from Amazon and Party A.

On October 9, 2025, with the authorization of the Globalstar special committee, representatives of BDT, on behalf of Globalstar, distributed process letters to Amazon and Party A requesting that Amazon and Party A submit an initial indication of interest with respect to an acquisition of Globalstar no later than October 15, 2025. Party B did not receive a process letter at this time, as representatives of Party B’s financial advisor confirmed to representatives of BDT that Party B was continuing its due diligence of Globalstar and was in the process of

preparing a written indication of interest with respect to an acquisition of Globalstar. Following the distribution of the process letters on October 9, 2025, as directed by the Globalstar special committee, representatives of BDT maintained ongoing discussions with representatives of each of Amazon and Party A and their respective advisors in connection with their prospective indications of interest.

On October 10, 2025, the Globalstar special committee held a meeting, with members of Globalstar management and representatives of BDT in attendance. The Globalstar special committee discussed the current status of discussions and due diligence with Amazon, Party A, Party B and Party C. The Globalstar special committee also discussed the status of discussions between potential acquirers and Customer regarding a Potential Transaction, as reported to Globalstar by Customer, including (i) separate discussions between Party A and Customer and Amazon and Customer and (ii) that Party C had not engaged in discussions with Customer in recent weeks. The Globalstar special committee also discussed ways to seek improved acquisition proposals from Party B and Party C and acquisition proposals from Amazon and Party A. Following discussion, the Globalstar special committee directed BDT and Globalstar management to solicit improved acquisition proposal from Party B and Party C and continue soliciting initial acquisition proposals from Amazon and Party A.

On October 16, 2025, representatives of Amazon submitted an initial indication of interest with respect to an acquisition of all the outstanding shares of Globalstar common stock at a price of $47.50 per share in cash. As of the close of trading on October 16, 2025, the Globalstar common stock traded at a price of $44.28 per share.

On October 17, 2025, representatives of Party A submitted an initial indication of interest with respect to an acquisition of all the outstanding shares of Globalstar common stock for a combination of (i) stock consideration valued in a range of $34.00 – $45.00 per share of Globalstar common stock (although not reflected in such indication of interest, this per share valuation range multiplied by the number of outstanding shares of Globalstar common stock as of October 17, 2025 implied a total stock consideration valuation of approximately $4.3 to $5.7 billion) and (ii) non-transferable contingent value rights entitling Globalstar stockholders to receive 85% of the net after-tax proceeds of future monetization of certain spectrum licenses during a to-be-agreed-upon number of years.

Also on October 17, 2025, a representative of Party C called a member of the Globalstar board of directors and indicated that Party C was potentially interested in a transaction that valued Globalstar in the “mid teens billions” (based on Party C’s assertions that the value of any Party C stock proposed as merger consideration would likely appreciate), but that Party C required additional time to discuss a post-closing commercial arrangement with Customer before it could make an updated proposal. As of the close of trading on October 17, 2025, the Globalstar common stock traded at a price of $43.56 per share.

Later on October 17, 2025, the Globalstar special committee held a meeting, with members of Globalstar management and representatives of BDT in attendance. The Globalstar special committee discussed the indications of interest received from Amazon, Party A, Party B and Party C, including views with respect to the stock consideration and contingent value rights proposed by various counterparties, as well as the current status of discussions and due diligence with each counterparty. The Globalstar special committee also discussed the information received by Globalstar management regarding the status of discussions between Customer and the potential counterparties, including Party B’s request to meet with Customer to discuss post-closing commercial arrangements, and the potential impact of those negotiations on the value and terms of a Potential Transaction for Globalstar stockholders. The Globalstar special committee believed that it could obtain an improved acquisition proposal from potential acquirers and discussed ways to seek such improved acquisition proposals.

On October 20, 2025 and October 21, 2025, with the authorization of the Globalstar special committee, representatives of BDT contacted representatives of each of Amazon and Party A to inform each of them that they needed to improve the valuations reflected in their respective indications of interest. Representatives of BDT did not contact Party B or Party C at this time because such parties were at different stages of the process at such time, with Party C just having provided an updated indication of interest on October 17, 2025, noting that it required additional time to discuss a post-closing commercial arrangement with Customer, and Party B still performing its diligence on Globalstar.

On October 24, 2025, the Globalstar special committee held a meeting, with members of Globalstar management and representatives of BDT in attendance. The Globalstar special committee discussed the status of

discussions between Customer and the potential counterparties, as reported to Globalstar by Customer. The Globalstar special committee also discussed whether the negotiation of such commercial and strategic arrangements between Customer and potential acquirers in connection with a Potential Transaction could impact the value and terms of a Potential Transaction.

On October 29, 2025, representatives of BDT held a meeting with representatives of each of Party C and their external legal counsel to discuss transaction structuring considerations. Representatives of Party C reported to representatives of BDT that Party C and Customer had not progressed discussions with respect to post-closing commercial arrangements between Party C and Customer. Around this time, representatives of Customer separately conveyed to representatives of Globalstar management that the representatives of Customer thought it was uncertain that a commercial arrangement between Customer and Party C could be reached on terms acceptable to both parties based on Party C’s current proposals.

On October 30, 2025, Bloomberg published an article reporting that Globalstar was exploring strategic options, including a possible sale of Globalstar. Following the publication of Bloomberg’s article, other public media outlets similarly reported that Globalstar was exploring a potential sale transaction. As of the close of trading on October 29, 2025, the last full trading day prior to the publication of the Bloomberg article, the Globalstar common stock traded at a price of $41.54 per share. As of the close of trading on October 31, 2025, the trading day following the Bloomberg article, the Globalstar common stock traded at a price of $54.41 per share. Globalstar and the Globalstar special committee were aware of these press reports.

At this time, representatives of Skadden, with the consultation of representatives of each of the Globalstar special committee, Globalstar management, BDT and Wilson Sonsini, prepared an auction draft of the merger agreement. The auction draft of the merger agreement was structured as an all-stock transaction based on a to-be-determined exchange ratio, with all holders of Globalstar common stock receiving the same amount and form of consideration (but the process letters sent to the potential acquirers asked such bidders to propose the form of consideration), and, among other things, (i) required adoption of the merger agreement by a majority vote of Globalstar stockholders at a special meeting of Globalstar stockholders, (ii) included a “hell-or-high-water” regulatory efforts covenant that, among other things, required the acquirer to undertake any and all divestitures and agree to any other conditions imposed by regulators necessary to obtain regulatory approvals, (iii) included the ability of the Globalstar board of directors to change its recommendation to Globalstar stockholders in favor of the adoption of the merger agreement prior to the adoption of the merger agreement at the special meeting if failure to do so would reasonably be expected to be inconsistent with the Globalstar board of directors’ exercise of its fiduciary duties, (iv) provided for the circumstances under which a proposal would be considered a superior proposal and (v) included customary representations and warranties and closing conditions. The auction draft of the merger agreement did not propose a specific amount for the Globalstar termination fee and did not contain a reverse termination fee. The auction draft of the merger agreement included the expectation that a special meeting of stockholders to vote on the adoption of the merger agreement would occur following the execution of the merger agreement. In addition, representatives of Skadden, with the consultation and approval of representatives of each of the Globalstar special committee, Globalstar management, the Supporting Stockholders, BDT and Wilson Sonsini, prepared an auction draft of the support agreement, pursuant to which, among other things and on the terms and subject to the conditions set forth therein, the Supporting Stockholders agreed to vote all shares of Globalstar common stock that they beneficially own in favor of, among other things, the adoption of the merger agreement at a special meeting of the Globalstar stockholders.

On October 31, 2025, the Globalstar special committee held a meeting, with representatives of each of Wilson Sonsini and BDT and members of Globalstar management in attendance. The representatives of BDT and members of Globalstar management provided an update on discussions with Amazon, Party A, Party B and Party C, including the status of each counterparty’s due diligence, the level of interest shown by each counterparty, and the latest indications of interest with respect to a Potential Transaction received from each counterparty. The Globalstar special committee believed that it could obtain an improved acquisition proposal from the potential acquirers and discussed further negotiation of the indications of interest received and ways to seek improved acquisition proposals. The Globalstar special committee also discussed the possibility that other potential acquirers would be interested in pursuing discussions. The Globalstar special committee discussed (i) the need for counterparties to negotiate the commercial relationship between Customer and Globalstar in connection with the completion of the mergers given that, to the extent the completion of such mergers would constitute a Transfer and/or Prohibited Transfer pursuant to the lock-up agreement, Customer’s consent to such Transfer and/or Prohibited Transfer would need to be obtained

and (ii) the possibility of deferring potential acquisition discussions until such time as the lock-up agreement had expired if a negotiation favorable to Globalstar and its stockholders could not be achieved. The Globalstar special committee also discussed the status of discussions between potential acquirers and Customer regarding a Potential Transaction involving Globalstar, as reported to Globalstar by Customer, including that discussions between Amazon and Customer had progressed. The representatives of Wilson Sonsini reviewed the key terms of the auction draft of the merger agreement proposed to be distributed to the interested counterparties, including the ability of the Globalstar board of directors to change its recommendation to Globalstar stockholders in favor of the adoption of the merger agreement prior to the adoption of the merger agreement at the special meeting in response to an unsolicited superior proposal and the “hell-or-high-water” regulatory efforts covenant and other related terms proposed to be included in the auction draft of the merger agreement. The Globalstar special committee discussed the proposed structure of the stockholder approval of the merger agreement. Following discussion, the Globalstar special committee authorized the distribution of the auction drafts of the merger agreement and the support agreement to Amazon, Party A, Party B, and Party C, as the remaining interested potential acquirers.

Between October 31, 2025 and November 6, 2025, with the authorization of the Globalstar special committee, representatives of BDT provided initial drafts of the merger agreement and the support agreement to each of Amazon, Party A, Party B, and Party C, the potential acquirers who remained engaged in the process at this time, along with final process letters, to each such potential acquirer, requesting that they submit final proposals with respect to an acquisition of Globalstar, together with a draft of the merger agreement they would be willing to execute, by November 12, 2025.

On November 4, 2025, the Globalstar board of directors held a meeting, with representatives of each of Globalstar management and BDT in attendance, to discuss the current status of the Potential Transaction, including, among other things, the indications of interest that had been received from each of Amazon, Party A, Party B and Party C, the valuations implied therein and the progress of negotiations up to that point. At this meeting, representatives of BDT presented and discussed an analysis of potential valuations of Globalstar against historical prices for shares of Globalstar common stock.

On November 6, 2025, representatives of Party A submitted an issues list containing Party A’s proposed modifications to the initial draft of the merger agreement, which issues list, among other things, (i) proposed a mix of cash and stock consideration pursuant to a fixed exchange ratio to be determined prior to signing, (ii) required the Supporting Stockholders to deliver a written consent no later than two (2) hours after signing in lieu of a special meeting of Globalstar’s stockholders, (iii) prohibited Globalstar from negotiating an unsolicited competing proposal after delivery of the written consent, (iv) reduced Party A’s required regulatory efforts to consummate the transaction, but included a reverse termination fee in an amount to be determined, and (v) expanded the scope of (a) the restrictions applicable to Globalstar in the period between signing and closing, (b) the conditions to each party’s obligations to complete the mergers and (c) the representations and warranties to be made by Globalstar.

On November 7, 2025, the Globalstar special committee held a meeting, with members of Globalstar management and representatives of BDT in attendance. The Globalstar special committee discussed the current status of discussions and due diligence with Amazon, Party A, Party B and Party C. The Globalstar special committee discussed the possibility of engaging an additional financial advisor, including to provide an opinion to the Globalstar special committee as to the fairness of the consideration to be received by Globalstar stockholders in a Potential Transaction, and financial advisor candidates to serve in that role. The Globalstar special committee also discussed an illustrative timeline with respect to the negotiation of a Potential Transaction.

In early November 2025, members of the Globalstar special committee met with several financial advisor candidates to discuss serving in that role. After considering potential financial advisor candidates, including each candidate’s relationships with Globalstar and the potential parties related to a Potential Transaction and the terms of the engagement proposed by selected candidates, the Globalstar special committee determined to engage Evercore to act as a financial advisor based on, among other things, (i) Evercore’s qualifications, expertise and reputation, including its experience advising companies in connection with strategic transactions and (ii) its knowledge of the industry in which Globalstar operates. The Globalstar special committee received Evercore’s customary relationship disclosure letter on November 15, 2025. The Globalstar special committee did not identify any matters contained in Evercore’s relationship disclosure letter that would affect the ability of Evercore to fulfill its responsibilities to the Globalstar special committee as its financial advisor. The Globalstar special committee directed Wilson Sonsini to negotiate the terms of Evercore’s engagement based on the terms discussed among the members of the Globalstar special committee. The Globalstar special committee determined to engage a financial advisor in connection with its

evaluation of a Potential Transaction based on, among other things, the value to Globalstar’s stockholders of the Globalstar special committee receiving additional financial advice and such an opinion with respect to a Potential Transaction, and not based on any actual or potential conflicts of interest of BDT.

Also on November 11, 2025, representatives of BDT received a letter from Party C indicating that Party C remained interested in a Potential Transaction between Party C and Globalstar, but that Party C required additional time to obtain Customer’s support for a Potential Transaction between Party C and Globalstar and, if Customer was supportive, align with Customer on the terms of a commercial agreement and negotiate the relevant documents. This letter, however, did not update or reaffirm the valuation for Globalstar that Party C had verbally indicated on October 17, 2025 or submitted in writing on October 6, 2025.

On November 12, 2025, representatives of Goldman Sachs, on behalf of Amazon, submitted an updated indication of interest to acquire (i) all of the outstanding shares of Globalstar common stock (other than those owned by the Supporting Stockholders) in exchange for, at the election of the holders of Globalstar common stock, either $75.00 per share of Globalstar common stock in cash or $65.00 per share of Globalstar common stock in Amazon stock at a fixed exchange ratio to be agreed prior to the execution of definitive documentation and (ii) all of the outstanding shares of Globalstar common stock owned by the Supporting Stockholders at a price of $65.00 per share in Amazon stock at a fixed ratio to be agreed prior to the execution of definitive documentation. In connection with Amazon’s updated indication of interest, Amazon submitted a revised draft of the merger agreement to Globalstar, which, among other things (a) reflected the consideration mechanics and amounts described in Amazon’s indication of interest above, (b) replaced the stockholder vote with a written consent to be delivered by the Supporting Stockholders no later than 11:59 p.m. on the date of signing, (c) prohibited Globalstar from negotiating an unsolicited competing proposal after delivery of the written consent, (d) proposed that the amount of the Globalstar termination fee be an amount equal to 4% of Globalstar’s equity value in the proposed transaction, (e) reduced Amazon’s required regulatory efforts to consummate the transaction, but included a reverse termination fee in an amount equal to 5.5% of Globalstar’s equity value in the proposed transaction and (f) expanded the scope of (1) the restrictions applicable to Globalstar in the period between signing and closing, (2) the conditions to each party’s obligations to complete the mergers and (3) the representations and warranties to be made by Globalstar.

Also on November 12, 2025, representatives of Party A’s financial advisor submitted an updated indication of interest with respect to an acquisition of Globalstar valued in a range between $65.00 and $75.00 per share of Globalstar common stock consisting of equal parts cash and stock with the stock consideration calculated pursuant to a fixed exchange ratio based on Party A’s sixty (60) trading-day VWAP as of the close of trading on November 12, 2025. In connection with Party A’s updated bid, representatives of Party A’s financial advisor submitted a revised draft of the merger agreement to Globalstar, which, among other things: (i) reflected the consideration mechanics and amounts described in Party A’s indication of interest above, (ii) replaced the stockholder vote with a written consent to be delivered by the Supporting Stockholders no later than two (2) hours after signing, (iii) prohibited Globalstar from negotiating an unsolicited competing proposal after delivery of the written consent, (iv) proposed that the amount of the Globalstar termination fee be an amount equal to 3.5% of Globalstar’s equity value in the proposed transaction, (v) reduced Party A’s required regulatory efforts to consummate the transaction, but included a reverse termination fee in an amount equal to 3.5% of Globalstar’s equity value in the proposed transaction and (vi) expanded the scope of (a) the restrictions applicable to Globalstar in the period between signing and closing, (b) the conditions to each party’s obligations to complete the mergers and (c) the representations and warranties to be made by Globalstar.

As of the close of trading on November 12, 2025, the Globalstar common stock traded at a price of $64.38 per share.

On November 14, 2025, representatives of Party B’s financial advisor submitted a written update to Party B’s October 6, 2025 verbal indication of interest with respect to an acquisition of Globalstar, valuing Globalstar at $9.5 billion, less net debt and any obligations owed to Customer (the terms of which were not specified), consisting of $3 billion in Party B stock, $3 billion in cash, and the balance in a contingent value right based on the potential sale or monetization of certain terrestrial spectrum assets of Globalstar. In connection with Party B’s updated proposal, representatives of Party B’s external legal counsel submitted a revised draft of the merger agreement to Globalstar, which, among other things: (i) reflected the consideration mechanics and amounts described in Party B’s indication of interest above, (ii) replaced the stockholder vote with a written consent to be delivered by the Supporting Stockholders no later than one (1) hour after signing, (iii) prohibited Globalstar from negotiating an unsolicited competing proposal after delivery of the written consent, (iv) proposed that the amount of the Globalstar

termination fee be an amount equal to 4% of Globalstar’s equity value in the proposed transaction, (v) reduced Party B’s required regulatory efforts to consummate the transaction, but included a reverse termination fee in an amount equal to 5.5% of Globalstar’s equity value in the proposed transaction, and (vi) expanded the scope of (a) the restrictions applicable to Globalstar in the period between signing and closing, (b) the conditions to each party’s obligations to complete the mergers and (c) the representations and warranties to be made by Globalstar. As of the close of trading on November 14, 2025, the Globalstar common stock traded at a price of $62.95 per share.

Also on November 14, 2025, the Globalstar special committee held a meeting, with members of Globalstar management and representatives of BDT in attendance. The Globalstar special committee discussed the indications of interest and the revised drafts of the merger agreement submitted by each of Amazon, Party A and Party B. The Globalstar special committee noted that, compared to the proposals received from Amazon and Party A, Party B’s proposal was not competitive in light of the proposed contingent value right, which provided less value certainty and greater execution risk and represented a significant portion of the proposed merger consideration. It was also noted that Party C had not submitted an updated or re-affirmed acquisition proposal since October 17, 2025 or a markup of the merger agreement, and there was continued uncertainty around the ability of Party C and Customer to reach a mutually acceptable post-closing commercial arrangement. The Globalstar special committee continued to believe that it could obtain an improved acquisition proposal from the potential acquirers and discussed ways to seek such improved acquisition proposals from each such potential acquirer. Following discussion, the Globalstar special committee directed representatives of BDT to (i) inform each of Amazon, Party A, Party B and Party C that the valuations included in their indications of interest were inadequate and (ii) request that each of Amazon, Party A, Party B and Party C improve the valuations reflected in their respective indications of interest, including by providing greater value certainty and no differential consideration among Globalstar stockholders. Following the meeting, BDT proceeded to follow up with representatives of each of Amazon, Party A, Party B and Party C and conveyed messages to them as directed by the Globalstar special committee.

On November 18, 2025, in response to the feedback of the Globalstar special committee, representatives of Amazon submitted a verbal update to its indication of interest proposing, among other things, to acquire all of the outstanding shares of Globalstar common stock for a fixed value of $70.00 per share in Amazon stock.

At the direction of the Globalstar special committee, representatives of each of Skadden and Wilson Sonsini prepared a revised draft of the merger agreement that incorporated provisions from the markups received from both Amazon and Party A that the Globalstar special committee and Globalstar management viewed as acceptable and which, among other things, (i) incorporated a cash-stock election mechanic, but reserved on the valuation and related specifics (including with respect to any potential caps or proration to the consideration), (ii) accepted the replacement of the stockholder vote with a written consent to be delivered by the Supporting Stockholders no later than twenty-four (24) hours after signing, (iii) accepted the removal of “hell-or-high-water” efforts standards, but required the potential acquirer to take any and all actions to obtain regulatory clearance other than agreeing to certain burdensome conditions, (iv) (a) accepted a reverse termination fee in an amount equal to 5.5% of Globalstar’s equity value in the proposed transaction, subject to the potential acquirer’s acceptance of the required regulatory efforts to consummate the transaction, and (b) proposed a Globalstar termination fee in an amount equal to 2.5% of Globalstar’s equity value in the proposed transaction, (v) accepted the prohibition on Globalstar negotiating an unsolicited competing proposal after delivery of the written consent and (vi) limited the scope of (a) the restrictions applicable to Globalstar in the period between signing and closing, (b) the conditions to each party’s obligations to complete the mergers and (c) the representations and warranties to be made by Globalstar. On November 20, 2025, with the approval of the Globalstar special committee, this revised draft of the merger agreement was shared with Amazon, Party A, Party B and Party C.

Between November 20, 2025 and November 28, 2025, representatives of each of Skadden, Globalstar management, and Paul, Weiss and Latham & Watkins LLP, Amazon’s external legal counsel with respect to regulatory matters, held meetings to discuss, among other things, regulatory matters related to a Potential Transaction between Globalstar and Amazon, including potential required regulatory filings in connection with a Potential Transaction. Separately, representatives of each of Skadden, Globalstar management and Party A’s external legal counsel held meetings to discuss, among other things, regulatory matters related to a Potential Transaction between Globalstar and Party A, including potential required regulatory filings in connection with a Potential Transaction.

On November 21, 2025, the Globalstar special committee held a meeting, with members of Globalstar management and representatives of BDT in attendance. The Globalstar special committee discussed the current

status of discussions and due diligence with Amazon, Party A, Party B and Party C, and provided direction to Globalstar management and BDT on negotiations with each party, including directing BDT to request Amazon to submit an updated indication of interest. Following the meeting, BDT proceeded to follow up with representatives of each of Amazon, Party A, Party B and Party C and conveyed messages to them as directed by the Globalstar special committee.

On November 24, 2025, with the authorization of the Globalstar special committee, representatives of BDT held a meeting with representatives of Party B to discuss the Globalstar special committee’s view that Party B’s indication of interest, and specifically, that the contingent value right contained therein was not competitive with other proposals received to date.

On November 26, 2025, the Globalstar special committee executed an engagement letter with Evercore.

Also on November 26, 2025, the Globalstar special committee held a meeting, with representatives of each of Wilson Sonsini and Evercore in attendance. The representatives of Evercore discussed with the Globalstar special committee perspectives on Globalstar’s business and industry and presented their preliminary financial analyses of Globalstar. The representatives of Evercore also reviewed certain factors, which Evercore had discussed with Globalstar management, that could impact the negotiation of a Potential Transaction, including (i) certain regulatory constraints in certain geographies applicable to Band n53 and (ii) various commitments under the service and related agreements between Globalstar and Customer. The discussion also included a review of discussions with each of Amazon, Party A, Party B and Party C, and the nature of each counterparty’s interest in a Potential Transaction. It was noted that Amazon had submitted an updated indication of interest with an improved valuation, but it was the view of the Globalstar special committee that Amazon and the other parties could still submit further improved proposals. The Globalstar special committee determined to continue negotiating with each party in an attempt to improve the valuation of their respective acquisition proposals. The Globalstar special committee directed Globalstar management and representatives of Evercore to continue working together to facilitate the Globalstar special committee’s evaluation of a Potential Transaction.

On December 1, 2025, after receiving feedback from representatives of BDT, on behalf of the Globalstar special committee, representatives of Amazon submitted an updated indication of interest to acquire all of the outstanding shares of Globalstar common stock in exchange for, at the election of the holders of Globalstar common stock (including the Supporting Stockholders), either (i) $90.00 per share of Globalstar common stock in cash (with a cap of 40% of the outstanding shares of Globalstar common stock that could elect cash consideration, subject to proration for cash elections in excess of the cap) or (ii) $70.00 per share of Globalstar common stock in Amazon stock at a fixed exchange ratio set to be agreed prior to the execution of definitive documentation with a cap on value of $77.00 per share at closing (with no cap on the number of shares of Globalstar common stock that could elect stock consideration). Amazon’s indication of interest also noted, among other things, that Amazon believed that Customer viewed Amazon as a compelling partner with the capabilities and resources to meet its long-term objectives for customers. In connection with their offer, Amazon noted that its indication of interest was valid until 12:00 p.m. (Eastern Time) on Tuesday, December 2, 2025 and that Amazon required fourteen (14) days of exclusivity to complete confirmatory diligence and sign and announce definitive agreements. As of the close of trading on December 1, 2025, the Globalstar common stock traded at a price of $60.12 per share.

On December 2, 2025, representatives of Skadden held multiple meetings with representatives of Paul, Weiss to discuss, among other things, the terms of the draft of the merger agreement (including, among other things, (i) consideration mechanics and valuation, (ii) Amazon’s required regulatory efforts to consummate the transaction, and (iii) the scope of (a) the restrictions applicable to Globalstar in the period between signing and closing, (b) the conditions to each party’s obligations to complete the mergers and (c) the representations and warranties to be made by Globalstar), the status of the ongoing regulatory analyses and of Amazon’s ongoing negotiations with Customer.

Also on December 2, 2025, representatives of Skadden held a meeting with representatives of Party A’s external legal counsel to discuss, among other things, the status of their regulatory analyses.

Also on December 2, 2025, the Globalstar special committee held a meeting, with representatives of Wilson Sonsini in attendance. The Globalstar special committee reviewed the status of discussions with each of Amazon, Party A, Party B and Party C, including the revised indications of interest received from Amazon and Amazon’s request for exclusivity. The Globalstar special committee discussed potential responses to Amazon, including alternatives with respect to the amount and form of consideration to be paid to Globalstar stockholders in a Potential Transaction. Following discussion, the Globalstar special committee determined to instruct BDT to seek a revised

proposal from Amazon to maximize the flexibility afforded to the Globalstar stockholders to elect to receive stock or cash consideration with commensurate value in a Potential Transaction. The Globalstar special committee also discussed proposed next steps Party A and Party C would need to take to stay competitive in the process, and the status of discussions between Customer and each of Amazon, Party A and Party C. Following discussion, the Globalstar special committee instructed BDT to contact each of Amazon, Party A and Party C with feedback from the Globalstar special committee. It was noted that Party B had not submitted an updated acquisition proposal, and it was the consensus of the Globalstar special committee that Party B would not be likely to execute an acquisition on terms competitive with the other potential acquirers, including because of the uncertainty of value of Party B’s proposed contingent value right in its prior indications of interest. Following this discussion, representatives of each of BDT and Globalstar management held the following meetings over the course of the next several days to convey the feedback from the representatives of the Globalstar special committee: (i) with representatives of each of Amazon and Goldman Sachs to request a revised draft of the merger agreement, provide feedback on Amazon’s current valuation and express the desire of the Globalstar special committee that the stock consideration have the same value as the cash consideration, (ii) with representatives of Party A to express the Globalstar special committee’s view that Party A needed to improve the value of its proposal and provide an update on the status of its negotiations with Customer and (iii) with representatives of Party C to express the Globalstar special committee’s view that Party C needed to reaffirm its interest in a Potential Transaction and improve the value of its proposal.

On December 3, 2025, representatives of each of BDT and Goldman Sachs held a call to discuss the merger consideration proposed in Amazon’s December 1, 2025 indication of interest, and representatives of BDT informed representatives of Goldman Sachs that the value of the consideration being offered needed to be increased by Amazon, including that the cap on value of the stock consideration needed to be higher.

On December 4, 2025, representatives of BDT held a call with representatives of Party A, during which such representatives of Party A declined to pursue a Potential Transaction further at an increased valuation of Globalstar, including because Party A and Customer had not reached mutual agreement with respect to a post-closing commercial arrangement.

Also on December 4, 2025, representatives of Goldman Sachs, on behalf of Amazon, informed representatives of BDT that Amazon required exclusivity to continue discussing a Potential Transaction with Globalstar and discussing potential post-closing commercial arrangements with Customer. Thereafter, representatives of the Globalstar special committee discussed the request from Amazon, including with other members of the Globalstar board of directors and Globalstar management and BDT. Later that day, in response to Amazon’s request, based on the current status of negotiations with other potential acquirers and with the authorization of the Globalstar special committee, Globalstar agreed to grant exclusivity to Amazon until December 6, 2025, following which time the Globalstar special committee would meet again to make a decision on whether to enter into a fourteen (14)-day exclusivity agreement with Amazon. It was the view of the Globalstar special committee that a two (2)-day exclusivity period would, among other things, allow time for (i) the parties to prepare and negotiate a written exclusivity agreement, (ii) Skadden and Paul, Weiss to discuss Amazon’s proposed revisions to the draft merger agreement and confirm the absence of any material, unexpected issues and (iii) Amazon to confirm with Customer (a) its support of an acquisition of Globalstar by Amazon and (b) the mutual expectation of Amazon and Customer that a revised commercial agreement between Amazon and Customer could be reached. It was also the view of the Globalstar special committee that a two (2)-day exclusivity period was unlikely to materially interfere with negotiations with other parties if the Globalstar special committee determined not to continue exclusive negotiations with Amazon, but that Amazon would likely terminate discussions with Globalstar with respect to a Potential Transaction if it was not granted exclusivity.

Shortly thereafter, representatives of Goldman Sachs, on behalf of Amazon, submitted a final indication of interest to acquire all of the outstanding shares of Globalstar common stock in exchange for, at the election of the holders of Globalstar common stock, either (i) $90.00 per share of Globalstar common stock in cash (with a cap of 40% of the outstanding shares of Globalstar common stock that could elect cash consideration, subject to proration for cash elections in excess of the cap) or (ii) $75.00 per share of Globalstar common stock in Amazon stock at a fixed exchange ratio set to be agreed prior to the execution of definitive documentation with a cap on value of $90 per share of Globalstar common stock at closing (with no cap on the number of shares of Globalstar common stock that could elect stock consideration). As of the close of trading on December 4, 2025, the Globalstar common stock traded at a price of $68.29 per share.

Also on December 4, 2025, representatives of Paul, Weiss submitted a revised draft of the merger agreement to representatives of Skadden, which, among other things, (i) reflected the consideration mechanics and amounts identified above and incorporated a proration mechanism that capped the percentage of shares of Globalstar common stock eligible to receive cash consideration at 40% of the aggregate number of shares of Globalstar common stock issued and outstanding at closing, (ii) reduced Amazon’s required regulatory efforts to consummate the transaction such that Amazon would not be required to undertake any remedies, (iii) (a) maintained a reverse termination fee in an amount equal to 5.5% of Globalstar’s equity value in the proposed transaction and (b) increased the Globalstar termination fee to an amount equal to 3.9% of Globalstar’s equity value in the proposed transaction and (iv) expanded the scope of (a) the restrictions applicable to Globalstar in the period between signing and closing, (b) the conditions to each party’s obligations to complete the mergers and (c) the representations and warranties to be made by Globalstar.

From December 4, 2025 to December 6, 2025, representatives of Paul, Weiss and Skadden exchanged drafts of an exclusivity agreement.

On December 5, 2025, representatives of each of Skadden, BDT, Paul, Weiss and Goldman Sachs held multiple meetings to discuss, among other things, Amazon’s revised draft of the merger agreement and regulatory matters.

On December 6, 2025, the Globalstar special committee held a meeting, with representatives of each of Wilson Sonsini and BDT in attendance. At this meeting, the Globalstar special committee reviewed the key terms of Amazon’s revised draft of the merger agreement. The Globalstar special committee also discussed the proposed fourteen (14)-day exclusivity agreement with Amazon. The Globalstar special committee considered whether further attempts should be made to solicit improved proposals from Party A, Party B or Party C. It was noted that (i) Party A declined to pursue a Potential Transaction further at an increased valuation of Globalstar and that Party A’s last acquisition proposal was not competitive with Amazon’s proposal, (ii) Party B had not submitted a revised proposal since October and such acquisition proposal was not competitive with Amazon’s proposal, and (iii) Party C had neither reaffirmed its interest in a Potential Transaction nor its views on valuation and it was uncertain that Party C would be able to reach an agreement with Customer in respect of a go-forward commercial arrangement. With respect to other potential third-party bidders, the Globalstar special committee considered the fact that the public media reports and Globalstar’s prior solicitations of interest in a Potential Transaction sent to an aggregate of nine (9) potential counterparties, excluding Amazon and Party A, Party B and Party C, had provided any interested parties significant opportunity to make a proposal for Globalstar, and none had submitted a written proposal. It was also noted that Amazon was advancing negotiations with Customer on the terms for a post-closing commercial arrangement with Customer, and that the successful negotiation of a mutually acceptable post-closing commercial arrangement between Customer and any other potential acquirer was not certain. Following discussion, it was the view of the Globalstar special committee that (i) it had obtained Amazon’s best and final offer on December 4, 2025, (ii) Amazon would likely terminate discussions with Globalstar with respect to a Potential Transaction if it was not granted exclusivity and (iii) seeking to delay entering into exclusivity to continue discussions with other potential acquirers was likely to jeopardize a successful transaction with Amazon and was not likely to yield a more attractive proposal from another counterparty. As a result, the Globalstar special committee authorized Globalstar to execute an exclusivity agreement with Amazon on the terms negotiated with Amazon. Following this meeting, Globalstar entered into an exclusivity agreement with Amazon, which, among other things, granted exclusivity to Amazon until December 20, 2025.

Over the course of the following months, through signing of the definitive transaction documents on April 13, 2026, representatives of each of Globalstar, Skadden and Wilson Sonsini and Amazon and Paul, Weiss exchanged drafts of the merger agreement and the support agreement and held meetings to discuss. The key terms of the merger agreement being negotiated included (i) (a) the mechanics of the cash and stock consideration, including election rights and proration, and (b) cash consideration of $90 per share of Globalstar common stock (for up to 40% of the outstanding shares of Globalstar common stock), (ii) Amazon’s required regulatory efforts to consummate the transaction and the related regulatory filings that would be made, (iii) the amount of the reverse termination fee and the circumstances in which it would be payable, (iv) the amount of the Globalstar termination fee and the circumstances in which it would be payable, (v) the incorporation of the per share adjustment amount into the exchange ratio and cash consideration mechanics to reflect the potential payment of the Customer payment, (vi) the rights of each party to terminate the merger agreement in certain circumstances, (vii) obligations of Globalstar in connection with certain operational milestones in respect of Globalstar’s planned HIBLEO-4 replacement satellites and C-3 satellite constellation and (viii) the scope of (a) the restrictions applicable to Globalstar in the period

between signing and closing, (b) the conditions to each party’s obligations to complete the mergers and (c) the representations and warranties to be made by Globalstar. At the same time, representatives of each of Globalstar, Skadden and Wilson Sonsini, Amazon and Paul, Weiss and Customer and Weil, Gotshal & Manges LLP (“Weil”), Customer’s external counsel, discussed, prepared and negotiated amendments to agreements in place at the time between Globalstar, the Supporting Stockholders and Customer, as well as new agreements that would govern the post-closing commercial relationship between Globalstar, Amazon and Customer (collectively, the “Customer Agreements”), and held meetings to discuss and negotiate the Customer Agreements. Descriptions of the Customer Agreements and the final terms thereof are, as applicable, more fully set forth in the section titled “Summary of Certain Agreements Related to the Mergers” beginning on page 116 of this information statement/prospectus.

On December 12, 2025, the Globalstar special committee held a meeting, with representatives of each of Wilson Sonsini and Evercore in attendance. The representatives of Evercore reviewed market perspectives on Globalstar, and presented their preliminary financial analyses of Globalstar and the financial terms of Amazon’s acquisition proposal. The Globalstar special committee also reviewed price sensitivities with respect to the stock consideration proposed to be paid by Amazon, among other things. Based on these discussions, it was the view of the Globalstar special committee that the value implied by Amazon’s final acquisition proposal was compelling. The Globalstar special committee directed Globalstar to continue negotiations with Amazon, including to seek to further improve closing certainty in a Potential Transaction with Amazon.

On December 19, 2025, the Globalstar board of directors held a meeting, with representatives of each of Skadden and Wilson Sonsini in attendance. The Globalstar board of directors reviewed the current status of discussions with Amazon, including that Amazon had informed Globalstar that Amazon’s discussions with Customer with respect to the Customer Agreements were ongoing. The Globalstar board of directors also discussed, among other things, the exclusivity period with Amazon that was due to expire on December 20, 2025 and potential next steps. Also at this meeting, representatives of Skadden discussed the open items in the merger agreement being negotiated with representatives of Paul, Weiss.

Later on December 19, 2025, the Globalstar special committee held a meeting, with representatives of Wilson Sonsini in attendance. The Globalstar special committee continued its discussion of the draft merger agreement being negotiated with Amazon and Amazon’s request to extend exclusivity to enable the parties to continue to negotiate definitive agreements and for Amazon to continue negotiating the terms of a post-closing commercial arrangement with Customer. The Globalstar special committee also discussed potential next steps with respect to negotiations with Amazon and ways to achieve more favorable terms for Globalstar in these negotiations. It remained the view of the Globalstar special committee that further discussions with other potential acquirers was not likely to yield a more attractive proposal. The Globalstar special committee directed Globalstar to continue negotiations with Amazon, including to seek to further improve closing certainty in a Potential Transaction with Amazon. The Globalstar special committee also gave Globalstar management authority to permit exclusivity with Amazon to lapse or to extend exclusivity as Globalstar management determined may be advisable to best preserve a favorable negotiating dynamic with Amazon.

On December 20, 2025, Amazon’s exclusivity period ended.

On December 22, 2025, after the expiration of the exclusivity period with Amazon, representatives of Globalstar management reached out to representatives of Party C to better understand Party C’s interest in continuing discussions with respect to a Potential Transaction. During such call, representatives of Party C expressed that Party C was unable to further pursue a Potential Transaction, including because Party C and Customer had not reached mutual agreement with respect to a post-closing commercial arrangement.

Also on December 22, 2025, after the expiration of the exclusivity period with Amazon, a representative of Globalstar management reached out to a representative of Party A to better understand Party A’s interest in continuing discussions with respect to a Potential Transaction. During such call, the representative of Party A did not engage in substantive dialogue regarding Party A’s interest in a Potential Transaction. Representatives of Globalstar management did not reach out to representatives of Party B because (i) Party B’s prior bid was not competitive with Amazon’s bid, including because of the uncertainty of value of the proposed contingent value right as part of the merger consideration, and (ii) Party B had not progressed discussions with Customer on a post-closing commercial arrangement with Customer.

On December 27, 2025, with the authorization of the Globalstar special committee, Globalstar and Amazon entered into a new exclusivity agreement, which, among other things, granted exclusivity to Amazon through

January 19, 2026 to, among other things, allow time for Amazon to resolve its discussions with Customer and to reach a final agreement on the terms of the merger agreement. In making its determination to extend exclusivity with Amazon, and in all subsequent determinations to extend exclusivity with Amazon, it was the view of the Globalstar special committee that Amazon would not continue negotiations with respect to a Potential Transaction without exclusivity, and that, for the reasons noted in the December 6, 2025 meeting, seeking to continue discussions with other potential acquirers was likely to jeopardize a successful transaction with Amazon and was not likely to yield a more attractive proposal from another counterparty.

On January 6, 2026, representatives of each of Globalstar management and Amazon met to discuss key topics of a Potential Transaction. Among other things, the representatives discussed (i) key outstanding terms of the merger agreement, (ii) the status of the Customer Agreements and Amazon’s ongoing negotiations with Customer regarding the post-closing commercial arrangement between Amazon and Customer following a Potential Transaction, (iii) certain diligence items including, among other things, operational and technical items regarding Globalstar’s current projects and (iv) the anticipated timing of an announcement of a Potential Transaction.

On January 9, 2026, a representative of the financial advisor to Party B emailed a member of the Globalstar board of directors, noting that Party B (i) remained interested in pursuing a Potential Transaction with Globalstar, (ii) believed that the contingent value right component of its November 14, 2025 indication of interest would provide Globalstar stockholders with real value in being able to monetize Globalstar’s terrestrial spectrum assets and (iii) was open to discussing other structures for a Potential Transaction. The member of the Globalstar board of directors, consistent with the terms of Globalstar’s exclusivity agreement with Amazon, did not respond to the inquiry from the financial advisor to Party B.

On January 17, 2026, with the authorization of the Globalstar special committee, Globalstar extended Amazon’s exclusivity period through February 2, 2026 to, among other things, allow time for Amazon and Globalstar to reach final agreement on the terms of the merger agreement and for Amazon to resolve the remaining open items with Customer.

On January 20, 2026, the Globalstar special committee held a meeting, with members of Globalstar management and representatives of each of Wilson Sonsini and BDT in attendance. The Globalstar special committee reviewed the current status of discussions with Amazon, including the status of Amazon’s due diligence and the negotiations with respect to closing certainty and regulatory matters in the merger agreement. It was also noted that Globalstar’s 2026 annual budget to be approved by the Globalstar board of directors later that January would be shared with Amazon as part of its due diligence review of Globalstar. Globalstar management noted that Amazon had informed Globalstar that Amazon’s discussions with Customer with respect to the Customer Agreements were ongoing. The Globalstar special committee discussed the outreach from the financial advisor to Party B, and determined that discussions with Party B were not likely to yield an acquisition proposal on terms more favorable than Amazon’s proposal (including due to the uncertainty of value of Party B’s proposed contingent value right). Following discussion, the Globalstar special committee directed Globalstar to continue negotiations with Amazon in parallel with Amazon’s continued negotiation of the Customer Agreements with Customer.

On January 21, 2026, the Globalstar board of directors held a meeting, with members of Globalstar management and representatives of Globalstar’s historic legal counsel in attendance, to discuss, among other things, certain financial matters. During the meeting, the Globalstar board of directors approved Globalstar’s 2026 annual budget.

On January 27, 2026, the Globalstar special committee held a meeting, with members of Globalstar management and representatives of each of Wilson Sonsini and BDT in attendance. The Globalstar special committee reviewed the current status of discussions with Amazon. Globalstar noted that Amazon had requested to extend exclusivity, and informed Globalstar that Amazon’s discussions with Customer with respect to the Customer Agreements were ongoing but would not be completed prior to the expiration of exclusivity on February 2, 2026. Following discussion, the Globalstar special committee authorized Globalstar to extend exclusivity with Amazon in order to continue negotiations with Amazon in parallel with Amazon’s continued negotiation of the Customer Agreements with Customer.

On February 1, 2026, with the authorization of the Globalstar special committee, Globalstar extended Amazon’s exclusivity period through February 16, 2026.

On February 14, 2026, with the authorization of the Globalstar special committee, Globalstar extended Amazon’s exclusivity period through March 2, 2026.

On February 24, 2026, the Globalstar board of directors held a meeting, with representatives of each of Globalstar management and BDT in attendance, to discuss the current status of a Potential Transaction, including, among other things, the valuation implied by Amazon’s December 4, 2025 indication of interest and the progress of negotiations up to that point. At this meeting, members of Globalstar management discussed certain financial matters and presented a five (5)-year financial forecast for Globalstar on a stand-alone basis that was prepared in the ordinary course of business unrelated to a Potential Transaction, and representatives of BDT presented and discussed (i) a financial analysis of Amazon’s latest valuation and comparisons against the previous valuations of each of Party A, Party B and Party C, (ii) an analysis comparing Amazon’s latest valuation against historical prices for shares of Globalstar common stock and Amazon common stock, highlighting the implied premiums and valuation multiples, (iii) a market analysis of the performance of Amazon common stock, (iv) the status of the reverse due diligence conducted on Amazon and (v) the status of the merger agreement and key ancillary transaction documents.

On March 2, 2026, with the authorization of the Globalstar special committee, Globalstar extended Amazon’s exclusivity period through March 16, 2026 to, among other things, allow time for Amazon and Globalstar to reach final agreement on the terms of the merger agreement and for Amazon to resolve the remaining open items with Customer.

On March 3, 2026, the Globalstar special committee held a meeting, with representatives of Wilson Sonsini in attendance. The Globalstar special committee discussed the modifications of the Customer Agreements that Customer requested in February 2026 in connection with a Potential Transaction, including the negotiation of the terms of the Customer payment and the impact thereof on the merger consideration. Following discussion, the Globalstar special committee directed Globalstar to continue negotiating the amount of the Customer payment and the nature and timing of the operational milestones that would, if achieved, reduce the maximum amount of the Customer payment, with the objective of minimizing the impact of the Customer payment on the amount of the merger consideration.

On March 13, 2026, the Globalstar special committee held a meeting, with representatives of each of Skadden, Wilson Sonsini and BDT in attendance. The Globalstar special committee reviewed the current status of discussions with Amazon, including the negotiations with respect to closing certainty and regulatory matters in the merger agreement. Globalstar management noted that Amazon had requested to extend exclusivity, and informed Globalstar that Amazon’s discussions with Customer with respect to the Customer Agreements were ongoing but would not be completed prior to the expiration of exclusivity on March 16, 2026. The Globalstar special committee also reviewed the current status of discussions with Customer with respect to the modifications of the Customer Agreements requested by Customer in connection with a Potential Transaction, including the negotiation of the terms of the Customer payment. Following discussion, the Globalstar special committee directed Globalstar to continue negotiations with Amazon and Customer and authorized Globalstar to extend exclusivity with Amazon.

On March 16, 2026, with the authorization of the Globalstar special committee, Globalstar extended Amazon’s exclusivity period through March 25, 2026 to, among other things, allow time for Amazon and Globalstar to reach final agreement on the terms of the merger agreement and for Amazon to resolve the remaining open items with Customer.

On March 22, 2026, representatives of Amazon contacted representatives of Globalstar management to discuss, among other things, the key outstanding terms of the merger agreement.

On March 25, 2026, with the authorization of the Globalstar special committee, Globalstar extended Amazon’s exclusivity period through April 3, 2026 to, among other things, allow time for Amazon and Globalstar to reach final agreement on the terms of the merger agreement and for Amazon to resolve the remaining open items with Customer.

On April 1, 2026, the Financial Times published an article reporting that Amazon was in talks to acquire Globalstar. Following the publication of the Financial Times article, other public media outlets similarly reported that Amazon was in talks to acquire Globalstar. As of the close of trading on April 1, 2026, the trading day of the Financial Times article, the Globalstar common stock traded at a price of $68.53 per share. As of the close of trading on April 2, 2026, the trading day following the Financial Times article, the Globalstar common stock traded at a price of $77.73 per share. Globalstar and the Globalstar special committee were aware of these press reports.

On April 2, 2026, with the authorization of the Globalstar special committee, Globalstar extended Amazon’s exclusivity period through April 10, 2026 to, among other things, allow time for Amazon and Globalstar to reach final agreement on the terms of the merger agreement and for Amazon to resolve the remaining open items with Customer.

On April 3, 2026, representatives of each of Globalstar management and Amazon held a meeting to discuss, among other things, the key outstanding terms of the merger agreement.

On April 9, 2026, with the authorization of the Globalstar special committee, Globalstar extended Amazon’s exclusivity period through April 17, 2026 to, among other things, allow time for Amazon and Globalstar to reach final agreement on the terms of the merger agreement and for Amazon to resolve the remaining open items with Customer. On the same day, following discussions between representatives of each of BDT and Goldman Sachs, the parties agreed on the final exchange ratio of 0.3210, based on the closing price of Amazon common stock on April 9, 2026.

On April 10, 2026, the Globalstar special committee held a meeting, with representatives of each of Wilson Sonsini and Evercore in attendance. The Globalstar special committee reviewed the current status of discussions with Amazon, including the negotiations with respect to closing certainty and regulatory matters in the merger agreement. The Globalstar special committee reviewed the unaudited prospective financial projections for Globalstar on a stand-alone basis prepared by Globalstar management in connection with Globalstar’s evaluation of a Potential Transaction, as summarized in the section titled “Globalstar’s Financial Projections” beginning on page 66 of this information statement/prospectus. The representatives of Evercore presented their preliminary financial analyses of Globalstar and the merger consideration proposed to be paid by Amazon based on the financial projections. The representatives of Evercore also reported on their due diligence review of Amazon common stock based solely on publicly available information and reviewed price sensitivities with respect to the stock consideration proposed to be paid by Amazon. The Globalstar special committee also discussed whether there were other potential acquirers with an interest in pursuing an acquisition of Globalstar based on the results of the process to date. Following discussion, the Globalstar special committee determined that it was unlikely that an alternative potential acquirer would be in a position to pursue or execute a transaction that would be more favorable to Globalstar stockholders than the transaction proposed by Amazon.

From April 10, 2026 to April 13, 2026, representatives of Skadden and Paul, Weiss exchanged drafts of the merger agreement and the related disclosure letter, and held calls to discuss and finalize the terms of the merger agreement.

On April 13, 2026, the Amazon board of directors unanimously (i) authorized the execution and delivery of the merger agreement and (ii) approved the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the mergers and the issuance of shares of Amazon stock.

Also on April 13, 2026, the Globalstar special committee held a meeting, with representatives of each of Globalstar management, Skadden, Wilson Sonsini, BDT and Evercore and other members of the Globalstar board of directors who were not on the Globalstar special committee in attendance. The Globalstar special committee and other members of the Globalstar board of directors reviewed the financial projections. Following discussion, the Globalstar special committee approved the financial projections for use and reliance by Evercore, as financial advisor to the Globalstar special committee, for purposes of its financial analyses and fairness opinion provided to the Globalstar special committee.

Immediately following the meeting of the Globalstar special committee, the Globalstar strategic review committee held a meeting, with representatives of each of Globalstar management, Skadden, Wilson Sonsini, BDT and Evercore in attendance. The Globalstar strategic review committee and other members of the Globalstar board of directors reviewed the financial projections. Following discussion, the Globalstar strategic review committee approved the financial projections for use and reliance by Evercore, as financial advisor to the Globalstar special committee, for purposes of its financial analyses and fairness opinion provided to the Globalstar special committee.

Immediately following the meeting of the Globalstar strategic review committee, the Globalstar board of directors held a meeting, with representatives of each of Globalstar management, Skadden, Wilson Sonsini, BDT and Evercore in attendance. The Globalstar board of directors approved the financial projections for use and reliance by Evercore, as financial advisor to the Globalstar special committee, for purposes of its financial analyses and fairness opinion provided to the Globalstar special committee. Representatives of Globalstar management provided an overview of the process to date and the status of the negotiation of the merger agreement, the Customer

Agreements and the other transaction documents. Representatives of BDT then discussed BDT’s financial analyses of Globalstar and the merger consideration. Representatives of Skadden reviewed the fiduciary duties of the Globalstar board of directors and the material terms of the merger agreement, the Customer Agreements and the other transaction documents. Following these discussions, representatives of the Supporting Stockholders confirmed that they had no interest in a Potential Transaction other than the interests that were disclosed to the Globalstar board of directors. Representatives of Skadden then discussed the relationships that Skadden had with the relevant parties involved in the potential transaction, including Globalstar, Amazon and Customer. The representatives of Skadden also discussed with the Globalstar board of directors BDT’s customary relationship disclosure letter, a copy of which was distributed to the Globalstar board of directors prior to the meeting. The representatives of Wilson Sonsini confirmed that they did not have relationships with the relevant parties involved in the potential transaction, including Globalstar, Amazon and Customer. Neither the Globalstar board of directors, the Globalstar strategic review committee nor the Globalstar special committee identified any conflicts that in their view would impair the ability of any of Skadden, BDT or Wilson Sonsini to fulfill their responsibilities to the Globalstar board of directors, the Globalstar strategic review committee or the Globalstar special committee, as applicable. The representatives of the Supporting Stockholders confirmed that the Supporting Stockholders expected to deliver the written consent. Following this disclosure, the meeting of the Globalstar board of directors adjourned.

Immediately following the meeting of the Globalstar board of directors, the Globalstar special committee held a meeting, with representatives of each of Globalstar management, Skadden, Wilson Sonsini, BDT and Evercore and other members of the Globalstar board of directors who were not on the Globalstar special committee in attendance. Representatives of Evercore presented their financial analysis and then rendered to the Globalstar special committee Evercore’s oral opinion, subsequently confirmed by delivery of a written opinion dated April 13, 2026, that, as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the merger consideration to be received by Globalstar stockholders in the mergers was fair, from a financial point of view, to such stockholders, as more fully set forth in the section titled “Opinion of the Financial Advisor to Globalstar’s Special Committee” beginning on page 69 of this information statement/ prospectus. In executive session, without representatives of each of Globalstar management, Skadden, BDT and Evercore and other members of the Globalstar board of directors who were not on the Globalstar special committee in attendance, the representatives of Wilson Sonsini reviewed the fiduciary duties of the Globalstar special committee and governance and process matters related to the Globalstar special committee’s evaluation of the merger agreement and the mergers, including terms of the merger agreement related to the adoption of the merger agreement by the Supporting Stockholders pursuant to the written consent and the restrictions on Globalstar’s ability to negotiate an unsolicited competing proposal after receipt of the written consent. Also in executive session, with only representatives of Wilson Sonsini in attendance, the Globalstar special committee reviewed Evercore’s updated customary relationship disclosure letter received on that day in connection with the meeting. The Globalstar special committee did not identify any matters contained in Evercore’s relationship disclosure letter that in its view would impair the ability of Evercore to fulfill its responsibilities to the Globalstar special committee. After discussion, and in consideration of the factors more fully set forth in the section titled “Globalstar’s Reasons for the Mergers; Recommendations of the Globalstar Special Committee, Globalstar Strategic Review Committee and Globalstar Board of Directors” beginning on page 58 of this information statement/prospectus, the Globalstar special committee reached a unanimous decision to (i) approve and declare advisable the merger agreement and the consummation of the transactions contemplated thereby, including the mergers, (ii) determine that the merger agreement and the transactions contemplated thereby, including the mergers, are fair to, and in the best interests of, Globalstar and its stockholders, (iii) recommend that the Globalstar strategic review committee and the Globalstar board of directors (a) approve and declare advisable the merger agreement and the consummation of the transactions contemplated thereby, including the mergers, and (b) determine that the merger agreement and the transactions contemplated thereby, including the mergers, are fair to, and in the best interests of, Globalstar and its stockholders and (iv) recommend that the Globalstar board of directors (a) direct that the merger agreement be submitted to Globalstar’s stockholders for their adoption and (b) resolve, subject to the terms and conditions of the merger agreement, to recommend that Globalstar’s stockholders adopt the merger agreement and approve the transactions contemplated by the merger agreement, including the mergers. Following this decision, the meeting of the Globalstar special committee adjourned.

Immediately following the meeting of the Globalstar special committee, the Globalstar strategic review committee held a meeting, with representatives of Wilson Sonsini in attendance. During this meeting, among other things, the Globalstar special committee delivered its unanimous recommendation to the Globalstar strategic review

committee and representatives of Wilson Sonsini reviewed the fiduciary duties of the Globalstar strategic review committee and governance and process matters related to the Globalstar strategic review committee’s evaluation of the merger agreement and the mergers. After discussion, considering the unanimous recommendation of the Globalstar special committee, and in consideration of the factors more fully set forth in the section titled “Globalstar’s Reasons for the Mergers; Recommendations of the Globalstar Special Committee, Globalstar Strategic Review Committee and Globalstar Board of Directors” beginning on page 58 of this information statement/prospectus, the Globalstar strategic review committee reached a unanimous decision to (i) approve and declare advisable the merger agreement and the consummation of the transactions contemplated thereby, including the mergers, (ii) determine that the merger agreement and the transactions contemplated thereby, including the mergers, are fair to, and in the best interests of, Globalstar and its stockholders and (iii) recommend that the Globalstar board of directors (a) approve and declare advisable the merger agreement and the consummation of the transactions contemplated thereby, including the mergers, (b) determine that the merger agreement and the transactions contemplated thereby, including the mergers, are fair to, and in the best interests of, Globalstar and its stockholders, (c) direct that the merger agreement be submitted to Globalstar’s stockholders for their adoption and (d) resolve, subject to the terms and conditions of the merger agreement, to recommend that Globalstar’s stockholders adopt the merger agreement and approve the transactions contemplated thereby, including the mergers. Following this decision, the meeting of the Globalstar strategic review committee adjourned.

Immediately following the meeting of the Globalstar strategic review committee, the Globalstar board of directors held a meeting, with representatives of each of Globalstar management, Skadden, Wilson Sonsini, BDT and Evercore in attendance. During this meeting, among other things, (i) representatives of Evercore also confirmed to the members of the Globalstar board of directors and Globalstar strategic review committee that Evercore had delivered its opinion to the Globalstar special committee as noted above and (ii) each of the Globalstar special committee and the Globalstar strategic review committee delivered their unanimous recommendations to the Globalstar board of directors. After discussion, considering the unanimous recommendations of the Globalstar special committee and the Globalstar strategic review committee, and in consideration of the factors more fully set forth in the section titled “Globalstar’s Reasons for the Mergers; Recommendations of the Globalstar Special Committee, Globalstar Strategic Review Committee and Globalstar Board of Directors” beginning on page 58 of this information statement/ prospectus, the Globalstar board of directors reached a unanimous decision to (i) authorize the execution and delivery of the merger agreement, and approve and declare advisable the merger agreement and the consummation of the transactions contemplated thereby, including the mergers, (ii) determine that the merger agreement and the transactions contemplated thereby, including the mergers, are fair to, and in the best interests of, Globalstar and its stockholders, (iii) direct that the merger agreement be submitted to Globalstar’s stockholders for their adoption and (iv) subject to the terms and conditions of the merger agreement, recommend that Globalstar’s stockholders adopt the merger agreement and approve the transactions contemplated thereby, including the mergers.

Following all such meetings, Globalstar, the Supporting Stockholders, Amazon and Customer executed and delivered, as applicable, the merger agreement, the support agreement, the Customer Agreements, and the other related transaction documents. Promptly following the execution of the merger agreement, and pursuant to the support agreement, the Supporting Stockholders duly executed and validly delivered the written consent to Globalstar.

On April 14, 2026, Globalstar and Amazon issued a joint press release announcing the execution and delivery of the merger agreement and the subsequent execution and delivery of the written consent, Globalstar subsequently filed with the SEC a Current Report on Form 8-K, which attached copies of the merger agreement and the press release announcing the transaction as exhibits, and Amazon subsequently filed with the SEC a Current Report on Form 8-K, which attached a copy of the press release announcing the transaction as an exhibit.

In December 2018, the Globalstar board of directors duly established the Globalstar strategic review committee and empowered the Globalstar strategic review committee with exclusive responsibility for oversight, review and approval or disapproval of, among other things, extraordinary corporate transactions involving Globalstar or any of its subsidiaries. The Globalstar board of directors delegated to the Globalstar strategic review committee, among

other things, the full power and authority of the Globalstar board of directors, to the maximum extent permitted by applicable law, to evaluate, consider, review, oversee the negotiation of, approve, reject and (if applicable) recommend to the Globalstar board of directors for approval or rejection, a potential sale of Globalstar or other similar strategic transaction.

In August 2025, the Globalstar strategic review committee established the Globalstar special committee, a special subcommittee of the Globalstar strategic review committee consisting only of independent and disinterested directors, and delegated to the Globalstar special committee, the full power and authority of the Globalstar strategic review committee, to the maximum extent permitted by applicable law, to, among other things, evaluate, consider, review, oversee the negotiation of, approve, reject and (if applicable) recommend to the Globalstar strategic review committee and the Globalstar board of directors for approval or rejection any strategic alternatives available to Globalstar, including a potential business combination transaction, sale of Globalstar or other similar strategic transaction.

The Globalstar board of directors resolved that it would not implement a potential sale of Globalstar or other similar strategic transaction, including the mergers, unless both the Globalstar special committee and the Globalstar strategic review committee approved or recommended such potential transaction.

In reaching its unanimous decision to (a) approve and declare advisable the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the mergers, (b) determine that the merger agreement and the transactions contemplated by the merger agreement, including the mergers, are fair to, and in the best interests of, Globalstar and Globalstar stockholders, (c) recommend that the Globalstar strategic review committee and the Globalstar board of directors (i) approve and declare advisable the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the mergers, and (ii) determine that the merger agreement and the transactions contemplated by the merger agreement, including the mergers, are fair to, and in the best interests of, Globalstar and Globalstar stockholders and (d) recommend that the Globalstar board of directors (i) direct that the merger agreement be submitted to Globalstar stockholders for their adoption and (ii) resolve, subject to the terms and conditions of the merger agreement, to recommend that Globalstar stockholders adopt the merger agreement and approve the transactions contemplated by the merger agreement, including the mergers, the Globalstar special committee consulted with Globalstar management, as well as representatives of each of Wilson Sonsini, Evercore, Skadden and BDT and considered a number of factors that the Globalstar special committee views as being positive or favorable in supporting its decision, including the following material factors (these factors are presented below in no particular order, are not intended to be exhaustive and were neither ranked nor weighted in any manner by the Globalstar special committee):

In the course of its deliberations, the Globalstar special committee also considered potential risks and uncertainties of the mergers and potential conflicts of interest, including the following (these factors are presented below in no particular order, are not intended to be exhaustive and were neither ranked nor weighted in any manner by the Globalstar special committee):

The Globalstar special committee considered all of these factors as a whole and, on balance, concluded that the potential benefits of the merger agreement and the transactions contemplated thereby, including the mergers,

outweighed the risks and uncertainties thereof. The foregoing discussion of the information and factors considered by the Globalstar special committee includes the material factors considered by the Globalstar special committee, but is not intended to be exhaustive and may not include all of the factors considered.

In view of the wide variety of factors considered by the Globalstar special committee in connection with its evaluation of the merger agreement and the transactions contemplated thereby, including the mergers, and the complexity of these matters, the Globalstar special committee did not quantify, rank or otherwise assign relative weights to these factors. Rather, the Globalstar special committee conducted an overall analysis of the factors described above based on the totality of the information presented to it and the factors it considered, including through discussions with, and questioning of, Globalstar management and the Globalstar special committee’s financial and legal advisors, and considered the factors overall to be favorable to, and to support, its determination.

After considering the unanimous recommendation of the Globalstar special committee and on the basis of the other factors considered by the Globalstar special committee that are listed above and that the Globalstar special committee made its evaluation of the merger agreement and the mergers based upon such factors, the Globalstar strategic review committee unanimously (a) approved and declared advisable the merger agreement and the consummation of the transactions contemplated thereby, including the mergers, (b) determined that the merger agreement and the transactions contemplated thereby, including the mergers, are fair to, and in the best interests of, Globalstar and its stockholders and (c) recommended that the Globalstar board of directors (i) approve and declare advisable the merger agreement and the consummation of the transactions contemplated thereby, including the mergers, (ii) determine that the merger agreement and the transactions contemplated thereby, including the mergers, are fair to, and in the best interests of, Globalstar and its stockholders, (iii) direct that the merger agreement be submitted to Globalstar stockholders for their adoption and (iv) resolve, subject to the terms and conditions of the merger agreement, to recommend that Globalstar stockholders adopt the merger agreement and approve the transactions contemplated thereby, including the mergers.

After considering the unanimous recommendation of each of the Globalstar special committee and the Globalstar strategic review committee, the Globalstar board of directors unanimously (a) authorized the execution and delivery of the merger agreement, and approved and declared advisable the merger agreement and the consummation of the transactions contemplated thereby, including the mergers, (b) determined that the merger agreement and the transactions contemplated by the merger agreement, including the mergers, are fair to, and in the best interests of, Globalstar and its stockholders, (c) directed that the merger agreement be submitted to Globalstar stockholders for their adoption and (d) subject to the terms and conditions of the merger agreement, resolved to recommend that Globalstar stockholders adopt the merger agreement and approve the transactions contemplated thereby, including the mergers.

In the course of reaching its determination and making its recommendation, the Globalstar board of directors consulted with Globalstar management, as well as representatives of each of Skadden and BDT and considered a number of factors that the Globalstar board of directors viewed as being positive or favorable in supporting its decision and countervailing factors, including the following material factors and countervailing factors (which are presented below in no particular order, are not intended to be exhaustive and were neither ranked nor weighted in any manner by the Globalstar board of directors):

The Globalstar board of directors considered all of these factors as a whole and, on balance, concluded that the potential benefits of the merger agreement and the transactions contemplated thereby, including the mergers, outweighed the risks and uncertainties thereof. The foregoing discussion of the information and factors considered by the Globalstar board of directors includes the material factors considered by the Globalstar board of directors, but is not intended to be exhaustive and may not include all of the factors considered.

In view of the wide variety of factors considered by the Globalstar board of directors in connection with its evaluation of the merger agreement and the transactions contemplated thereby, including the mergers, and the complexity of these matters, the Globalstar board of directors did not quantify, rank or otherwise assign relative weights to these factors. Rather, the Globalstar board of directors conducted an overall analysis of the factors described above based on the totality of the information presented to it and the factors it considered, including through discussions with, and questioning of, Globalstar management and the Globalstar board of directors’ financial and legal advisors, and considered the factors overall to be favorable to, and to support, its determination.

The foregoing descriptions of the determinations by the Globalstar special committee, the Globalstar strategic review committee and the Globalstar board of directors contain statements that are forward-looking in nature. This information should be read in light of the factors discussed in the section titled “Special Note Regarding Forward-Looking Statements” beginning on page 27 of this information statement/ prospectus.

The adoption of the merger agreement by Globalstar stockholders required the affirmative vote or written consent of the holders of a majority of the Globalstar common stock issued and outstanding and entitled to vote thereon.

Following the execution of the merger agreement, on April 13, 2026, the Supporting Stockholders, who collectively held approximately 57.6% of the 128,598,125 issued and outstanding shares of Globalstar common stock as of such date, executed and delivered to Globalstar the written consent adopting the merger agreement and approving the transactions contemplated thereby, including the mergers. As a result of the execution and delivery of the written consent, the holders of at least a majority of the outstanding shares of Globalstar common stock with the right to vote thereon have adopted and approved the merger agreement. The delivery of the written consent constitutes all required approvals of Globalstar stockholders under Globalstar’s organizational documents, Delaware law and the merger agreement necessary to consummate the mergers. No further approval of Globalstar stockholders is required or will be sought.

When actions are taken by written consent of less than all of the stockholders entitled to vote on a matter, Section 228(e) of the DGCL requires notice of such actions be given to those stockholders as of the record date for the

action by consent who did not consent in writing and who would have been entitled to notice of the meeting if the actions had been taken at a meeting and the record date for the notice of the meeting were the record date for the action by consent. This information statement/prospectus and the notice attached hereto constitute notice, pursuant to Section 228(e) of the DGCL, to the stockholders as of the record date for the written consent who have not consented in writing to the actions set forth in the written consent and who would have been entitled to notice of the meeting if the actions had been taken at a meeting and the record date for notice of such meeting were the record date for the written consent.

No further vote or consent of Globalstar stockholders is required to adopt the merger agreement and approve the first merger or the other transactions contemplated by the merger agreement.

Because Globalstar is a constituent entity to the first merger, Globalstar stockholders are required to adopt the merger agreement and approve the transactions contemplated by the merger agreement, including the mergers, under the DGCL and Globalstar’s organizational documents.

On April 13, 2026, following the execution of the merger agreement, and pursuant to the support agreement, the Supporting Stockholders, which, collectively, on April 13, 2026 owned 74,058,249 shares of Globalstar common stock, representing approximately 57.6% of the aggregate voting power of the 128,598,125 issued and outstanding shares of Globalstar common stock as of such date, delivered a written consent in lieu of a meeting of stockholders adopting the merger agreement and approving the transactions contemplated by the merger agreement, including the mergers. As a result, no further action by any Globalstar stockholder is required in connection with the adoption of the merger agreement and approval of the mergers by Globalstar stockholders, and as a result, we have not solicited and will not be soliciting your vote for the actions approved by the written consent and do not intend to call a meeting of stockholders for the purpose of voting on the adoption of the merger agreement or the approval of the mergers.

Other than in certain limited circumstances, including in connection with Globalstar’s regular earnings press releases, Globalstar does not normally publicly disclose long-term financial projections due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions, estimates and judgments. However, Globalstar management regularly prepares prospective financial information for the Globalstar board of directors, including unaudited prospective financial projections concerning Globalstar’s future performance. In addition, Globalstar management regularly makes and reviews with the Globalstar board of directors updates to its business plan, including to reflect actual results and trends in its performance and the industry in which it operates.

In April 2026, following Globalstar’s ordinary course processes of approving Globalstar’s 2026 annual budget in January 2026, Globalstar management prepared and reviewed with the Globalstar special committee, the Globalstar strategic review committee and the Globalstar board of directors unaudited prospective financial projections for Globalstar on a stand-alone basis summarized in the table below, which were based on Globalstar’s 2026 annual budget approved by the Globalstar board of directors, projections of Globalstar’s operational and financial performance through the fiscal year ended December 31, 2030 and extrapolations of those projections through the fiscal year ended December 31, 2039 (the “financial projections”). As part of preparing the financial projections, Globalstar management also (a) assumed net operating loss tax attribute usage of $444 million in fiscal year 2026, $648 million in fiscal year 2027, $85 million in fiscal year 2028 and $127 million in fiscal year 2029, using an assumed U.S. federal income tax rate of 22.92%, and (b) reviewed with the Globalstar special committee, the Globalstar strategic review committee and the Globalstar board of directors Globalstar’s spectrum assets in the U.S. and certain non-U.S. jurisdictions, including (i) certain regulatory constraints in certain geographies applicable to Band n53 and (ii) various restrictions based on the service and related agreements between Globalstar and Customer. The financial projections were approved in April 2026 by each of the Globalstar special committee, Globalstar strategic review committee and Globalstar board of directors for use and reliance by Evercore for purposes of its financial analyses and opinion (as described in the section entitled “The Mergers — Opinion of the Financial Advisor to Globalstar’s Special Committee” beginning on page 69 of this information statement/ prospectus).

For more information on the preparation and use of the financial projections, see the section titled “The Mergers — Background of the Mergers” beginning on page 38 of this information statement/prospectus and the section titled “The Mergers — Opinion of the Financial Advisor to Globalstar’s Special Committee” beginning on page 69 of this information statement/prospectus.

The financial projections were prepared for internal use and not for public disclosure and were developed by Globalstar management as then-current estimates of its future financial performance as an independent company. The financial projections do not give effect to the mergers, including (a) any impact of the negotiation, execution or announcement of the merger agreement or the pendency or completion of the mergers, (b) the expenses that have already been, and will be, incurred in connection with completing the mergers, or any other payments in connection with the mergers or (c) any changes to Globalstar’s operations or strategy that may be implemented in connection with the pendency, or following the consummation, of the mergers. The financial projections also do not consider the effect of any failure of the mergers to be completed and the financial projections should not be viewed as accurate or continuing in that context. Globalstar stockholders are cautioned not to place undue reliance on the financial projections and such financial projections should not be regarded as an indication that Globalstar or any of its affiliates or their respective advisors or representatives considered, or now considers, such financial projections to be an accurate prediction of future events or that such forecasts will be achieved, and the financial projections should not be relied upon as such.

The financial projections constitute forward-looking statements and are subject to a wide variety of significant risks and uncertainties that could cause the actual results to differ materially from the projected results. The financial projections are included in this information statement/prospectus solely to give Globalstar stockholders access to certain non-public information that was provided to the Globalstar board of directors, Globalstar strategic review committee, Globalstar special committee and Evercore, as applicable, for the purposes described herein. None of Globalstar or any of its affiliates or its or their respective advisors or representatives, the Globalstar board of directors, Globalstar strategic review committee, Globalstar special committee, or any other person has made or makes any representation to any person regarding the information contained in the financial projections. The inclusion of the financial projections should not be regarded as an indication that Globalstar, Globalstar board of directors, Globalstar strategic review committee, Globalstar special committee, Evercore or any other person considered, or now considers, them to be necessarily predictive of actual future results, and such information should not be relied on as such. Further, the inclusion of the financial projections in this information statement/prospectus does not constitute an admission or representation by Globalstar that the information presented is material.

The financial projections were not prepared with a view toward public disclosure or complying with, and do not necessarily comply with, U.S. generally accepted accounting principles (“GAAP”) (and do not include footnote disclosures as may be required by GAAP). In addition, the financial projections were not prepared with a view toward compliance, and do not necessarily comply, with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The financial projections were prepared by, and are the responsibility of, Globalstar management. Globalstar’s independent registered public accounting firm, Ernst & Young LLP, has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the financial projections and,

accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. The report of Ernst & Young LLP incorporated by reference into this information statement/prospectus relates solely to Globalstar’s previously issued financial statements. It does not extend to the financial projections and should not be read to do so.

Although the financial projections are presented with numerical specificity, they reflect numerous assumptions, estimates and uncertainties as to future events made by Globalstar management that Globalstar management believed in good faith were reasonable at the time the financial projections were prepared, including with respect to: (a) macroeconomic factors; (b) geopolitical, market, industry, regulatory, customer and competitive trends in Globalstar’s business and the industry in which it operates generally; (c) operational performance and orbital lives of Globalstar’s satellites, including damage to, failure of, or disruptions or other problems at Globalstar’s satellites or associated ground facilities; (d) Globalstar’s business model; (e) Globalstar’s customer and partner relationships; (f) Globalstar’s ability to develop and expand its business; (g) Globalstar’s operating expenses and capital requirements; (h) Globalstar’s brand and reputation; (i) tax assets and obligations; and (j) other relevant operating and financial measures. Globalstar’s ability to achieve the financial results contemplated by the financial projections will be affected by its ability to achieve its strategic goals, objectives and targets over the applicable periods, and will be subject to operational and execution risks associated therewith. The financial projections reflect assumptions as to certain business decisions that are subject to change and that may not reflect changes in general business or economic conditions since the time they were prepared. Important factors that may affect actual results and cause the financial projections not to be achieved can be found in the risk factors included in Globalstar’s periodic filings with the SEC. These factors are difficult to predict, and may be outside of Globalstar’s control. As a result, there can be no assurance that the financial projections will be realized, and Globalstar’s actual results may be materially better or worse than those implied by the financial projections. For information on factors that may cause Globalstar’s future results to materially vary, see the section titled “Special Note Regarding Forward-Looking Statements” beginning on page 27 of this information statement/prospectus. The financial projections may differ from publicized analyst estimates and forecasts. Globalstar stockholders should evaluate the financial projections, if at all, in conjunction with Globalstar’s historical financial statements and other information regarding Globalstar contained in its public filings with the SEC. The financial projections may not be consistent with Globalstar’s historical operating data as a result of the assumptions utilized in preparing such information.

The financial projections have not been updated or revised to reflect information or results either as of or after the date of this information statement/prospectus. Except to the extent required by applicable federal securities laws, Globalstar does not intend to update or otherwise revise or reconcile the financial projections to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events. Globalstar may have reported, and may continue to report, results of operations for periods included in the financial projections that were or will be completed following the preparation of the financial projections. Globalstar stockholders and investors are urged to refer to Globalstar’s periodic filings with the SEC for information on actual historical results.

Because the financial projections reflect estimates and judgments, they are susceptible to sensitivities and assumptions, as well as to multiple interpretations based on actual experience and business developments. The financial projections also cover multiple years, and such information by its nature becomes less predictive with each succeeding year. The financial projections are not, and should not be considered to be, a guarantee of future operating results. Further, the financial projections are not fact and should not be relied upon as being necessarily indicative of Globalstar’s future results or for purposes of making any investment decision.

Certain of the financial measures included in the financial projections are non-GAAP financial measures (“non-GAAP financial measures”). These are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. Globalstar believes that its presentation of these non-GAAP measures provides useful supplemental information to investors regarding Globalstar’s financial condition and results of operations.

Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the financial projections, are excluded from the definition of

“non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the financial projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Globalstar board of directors, Globalstar strategic review committee, Globalstar special committee, Evercore or any other person. Accordingly, no reconciliation of the financial measures included in the financial projections is provided in this information statement/prospectus.

The Globalstar special committee retained Evercore to act as its financial advisor in connection with the mergers. As part of this engagement, the Globalstar special committee requested that Evercore evaluate the fairness, from a financial point of view, to holders of Globalstar common stock of the merger consideration to be received by such holders in the mergers. At a meeting of the Globalstar special committee held on April 13, 2026, Evercore rendered to the Globalstar special committee its oral opinion, subsequently confirmed by delivery of a written opinion, dated April 13, 2026, that as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the merger consideration to be received by the holders of Globalstar common stock in the mergers was fair, from a financial point of view, to such holders.

The full text of the written opinion of Evercore, dated April 13, 2026, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B and is incorporated herein by reference into this information statement/prospectus in its entirety. The summary of the opinion of Evercore set forth below is qualified in its entirety by reference to the full text of the written opinion. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Globalstar special committee (solely in its capacity as such) in connection with its evaluation of the proposed mergers. The opinion does not constitute a recommendation to the Globalstar special committee or to any other persons in respect of the mergers, including as to how any holder of shares of Globalstar common stock should vote or act in respect of the mergers. Evercore’s opinion does not address the relative merits of the mergers as compared to other business or financial strategies that might be available to Globalstar, nor does it address the underlying business decision of Globalstar to engage in the mergers.

In connection with rendering its opinion, Evercore, among other things:

For purposes of Evercore’s analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and did not assume responsibility or liability for any independent verification of such information), and further relied upon the assurances of Globalstar management that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Forecasts, including the Tax Attributes, Evercore assumed with the Globalstar special committee’s consent that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of Globalstar management as to the future financial performance of Globalstar, including the amount, timing, and use of such Tax Attributes. Evercore expressed no view as to the Forecasts, including the Tax Attributes, or the assumptions on which they were based.

For purposes of Evercore’s analysis and opinion, Evercore assumed, in all respects material to its analysis, that the final executed merger agreement and the final executed letter agreement would not differ from the draft merger agreement and draft letter agreement reviewed by Evercore, that the representations and warranties of each party contained in the merger agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the merger agreement and the letter agreement and that all conditions to the consummation of the mergers would be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the mergers would be obtained without any delay, limitation, restriction or condition that would have an adverse effect on Globalstar, Amazon or the consummation of the mergers or reduce the contemplated benefits to Globalstar stockholders of the mergers. In addition, Evercore relied, at the Globalstar special committee’s direction, without independent verification, on the assessments of Globalstar management as to the validity, commercial viability, capacity, potential utilization and benefits of Globalstar’s allocated terrestrial radio frequency spectrum rights, and Evercore assumed, at the Globalstar special committee’s direction, that Globalstar was subject to various restrictions on its ability to monetize its non-terrestrial allocated radio frequency spectrum rights.

Evercore did not conduct a physical inspection of the properties or facilities of Globalstar or Amazon and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of Globalstar or Amazon, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of Globalstar or Amazon under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to Evercore as of the date of its opinion and financial, economic, market and other conditions as they existed and as could be evaluated on the date thereof. It is understood that subsequent developments may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of Globalstar common stock, from a financial point of view, of the merger consideration. Evercore did not express any view on, and its opinion did not address, the fairness of the proposed mergers to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of Globalstar, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Globalstar, or any class of such persons, whether relative to the merger consideration or otherwise. Evercore was not asked to, nor did it express any view on, and its opinion did not address, any other term or aspect of the merger agreement or the mergers, including, without limitation, the structure or form of the mergers, or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger agreement. Evercore’s opinion did not address the relative merits of the mergers as compared to other business or financial strategies that might have been available to Globalstar, nor did it address the underlying business decision of Globalstar to engage in the mergers. Evercore did not express any view on, and its opinion did not address, what the value of Amazon common stock actually would be when issued or the prices at which Globalstar common stock or Amazon common stock would trade at any time, including following announcement or consummation of the mergers. Evercore’s opinion did not constitute a recommendation to the Globalstar special committee or to any other persons in respect of the mergers, including as to how any holder of shares of Globalstar common stock should vote or act in respect of the mergers. Evercore did not express any opinion as to the potential effects of volatility in the credit, financial and stock markets on

Globalstar or the mergers or as to the impact of the mergers on the solvency or viability of Globalstar or the ability of Globalstar to pay its obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by Globalstar and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses reviewed by Evercore with the Globalstar special committee on April 13, 2026 in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before April 10, 2026, the last full trading day before the delivery of Evercore’s opinion, and is not necessarily indicative of current market conditions.

For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond the control of Globalstar or Amazon. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Evercore performed a sum-of-the-parts analysis to determine an implied equity value per share range for Globalstar common stock based on the Forecasts, by performing separate analyses with respect to Globalstar’s operating business and its terrestrial spectrum assets. In performing this analysis, Evercore utilized a discounted cash flow analysis with respect to Globalstar’s wholesale capacity services, subscriber services, government, network solutions, and other services (the “Satellite and XCOM businesses”), and a precedent transactions analysis with respect to Globalstar’s terrestrial spectrum assets (which is referred to in this section as the “Terrestrial Spectrum Portfolio”).

Evercore performed a discounted cash flow analysis of Globalstar’s Satellite and XCOM businesses to calculate ranges of implied present values of the enterprise value of Globalstar’s Satellite and XCOM businesses utilizing estimates of the standalone unlevered, after-tax free cash flows that Globalstar’s Satellite and XCOM businesses were forecasted to generate over the period from January 1, 2026 through December 31, 2039 based on the Forecasts. Evercore calculated terminal values for Globalstar by applying a range of perpetuity growth rates of 2.5% to 3.5%, which range was selected based on Evercore’s professional judgment and experience, to an estimate of the unlevered, after-tax free cash flows that Globalstar’s Satellite and XCOM businesses were forecasted to generate in the terminal year based on the Forecasts.

The cash flows and terminal values were then discounted to present value as of December 31, 2025 using discount rates ranging from 11.0% to 13.0%, representing an estimate of Globalstar’s weighted average cost of capital, as estimated by Evercore based on its professional judgment and experience, to derive an implied enterprise value reference range for the Satellite and XCOM businesses of approximately $1.4 billion to $2.0 billion.

Evercore reviewed, to the extent publicly available, financial information related to the following selected spectrum sale transactions, FCC spectrum auctions, and reference points, each involving terrestrial spectrum rights in the U.S., including the enterprise values of public companies whose assets comprise primarily terrestrial spectrum rights (collectively, the “selected transactions and reference points”).

The selected transactions and reference points reviewed by Evercore were as follows:

For each of the selected transactions and reference points, Evercore, using publicly available financial and other information, reviewed the value per MHz-PoP implied by each of the selected transactions and reference points. “MHz-PoP” means megahertz-population calculated as the number of megahertz of spectrum multiplied by the population covered by that spectrum license. Value per MHz-PoP is a customary industry metric employed for valuing spectrum assets, and generally reflects valuation with consideration for (i) the depth of spectrum over which a carrier may provide service, and (ii) the population of potential customers in a geographic area over which a carrier is licensed to provide service.

With respect to Globalstar’s terrestrial spectrum authority in the United States, based on the value per MHz-PoP Evercore derived from the selected transactions and reference points and its professional judgment and expertise, taking into account the assessments of Globalstar management as to the validity, commercial viability, capacity, potential utilization and benefits of Globalstar’s allocated terrestrial radio frequency spectrum rights, Evercore applied a value per MHz-PoP reference range of $0.30 to $0.70 to Globalstar’s total MHz-PoP in the

United States as of December 31, 2025, calculated using MHz information provided by Globalstar management and population estimates obtained from publicly available information, to derive a range of implied enterprise values for the U.S. terrestrial spectrum of approximately $1.2 billion to $2.8 billion.

With respect to Globalstar’s terrestrial spectrum authority in countries other than the United States, for each such country, Evercore applied a value per MHz-PoP reference range by adjusting the value to MHz-PoP reference range of $0.30 to $0.70 applied to the United States spectrum authority to reflect each country’s mobile average revenue per user (“ARPU”) relative to the U.S. mobile ARPU, in each case, based on publicly available information, to Globalstar’s total MHz-PoP in each such country, as of December 31, 2025, calculated using MHz information provided by Globalstar management and population estimates obtained from publicly available information, to derive a range of implied enterprise values for Globalstar’s international terrestrial spectrum of approximately $0.4 billion to $1.0 billion.

Although none of the target companies, businesses, assets or rights reviewed in the selected transactions and reference points analysis are directly comparable to Globalstar and none of the selected transactions and reference points are directly comparable to the mergers, Evercore selected these transactions and reference points because they involve companies, businesses, assets or rights that Evercore, in its professional judgment and experience, considered generally relevant for purposes of its financial analyses. In evaluating the selected transactions and reference points, as well as spectrum holdings, Evercore made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the selected transactions and reference points and spectrum holdings, and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies, businesses, assets or rights, or selected spectrum holdings. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies, businesses, assets, rights or selected spectrum holdings and the value to MHz-PoP derived from the selected transactions and reference points. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected transactions and reference points for valuation purposes.

Based on the sum of the implied enterprise value reference ranges derived in the above analyses, after adjusting for Globalstar’s net debt (including amounts payable in kind by Globalstar related to the 2021, 2023 and 2024 services, funding and related agreements between Globalstar and Customer) as of December 31, 2025, the Globalstar preferred stock as of December 31, 2025, the present value of Globalstar’s Tax Attributes as of December 31, 2025 (calculated using a discount rate of 14%, representing an estimate of Globalstar’s cost of equity, as estimated by Evercore based on its professional judgment and experience), and the number of fully diluted shares of Globalstar common stock outstanding as of December 31, 2025, in each case as provided by Globalstar management and approved by the Globalstar special committee for Evercore’s use, this analysis indicated a range of implied equity values per share of Globalstar common stock of $24.75 to $45.48, compared to (i) the unaffected closing price of Globalstar common stock of $41.54 on October 29, 2025 (the last trading day prior to publication in Bloomberg regarding a potential transaction, which is referred to in this section as the “Unaffected Date”), (ii) the closing price of Globalstar common stock of $73.16 on April 10, 2026, (iii) the implied value of the merger consideration of $81.09 per share (assuming the maximum per share adjustment amount, and maximum cash elections subject to proration resulting in 40% of the merger consideration being paid in cash consideration (at a value of $90.00 per share) and 60% of the merger consideration being paid in stock consideration consisting of shares of Amazon common stock (at a value of $76.52 per share based on the closing share price of Amazon common stock of $238.38 as of April 10, 2026, the last full trading day prior to the Globalstar special committee meeting)), and, (iv) the implied value of the merger consideration of $81.91 per share (assuming no per share adjustment amount, and maximum cash elections subject to proration resulting in 40% of the merger consideration is paid in cash consideration (at a value of $90.00 per share) and 60% of the merger consideration is paid in stock consideration consisting of shares of Amazon common stock (at a value of $76.52 per share based on the closing share price of Amazon common stock of $238.38 as of April 10, 2026, the last full trading day prior to the Globalstar special committee meeting)) (such share prices in (i) through (iv) the “reference prices”).

Evercore also noted certain other factors, which were not considered material to its financial analyses with respect to its opinion, but were referenced for informational purposes only, including, among other things, the following:

Evercore reviewed historical trading prices of shares of Globalstar common stock during the 52-week period ended on October 29, 2025, the Unaffected Date, noting that low and high prices (based on closing prices) during such period ranged from $15.75 to $47.06 per share of Globalstar common stock, compared to the reference prices set forth above.

Evercore reviewed selected publicly available share price targets, as of October 29, 2025, the Unaffected Date, of four research analysts known to Evercore, noting that the low and high share price targets for Globalstar common stock ranged from $52.00 to $66.00, compared to the reference prices set forth above. Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the shares of Globalstar common stock and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of Globalstar and future general industry and market conditions.

Using publicly available information, Evercore reviewed premia paid in 146 transactions announced over the last ten years involving U.S. publicly-traded target companies with transaction enterprise values between $5.0 billion and $15.0 billion, excluding transactions in the REIT, oil and gas, and financial institution sectors, and further excluding repurchases and self-tenders, mergers of equals, and related party transactions. Using publicly available information, Evercore calculated the premium paid in each transaction as the percentage by which the per share consideration paid or proposed to be paid in each such transaction exceeded the unaffected prices per share of the target companies prior to announcement of each transaction. Based on the results of this analysis and its professional judgment and experience, Evercore applied a premium range of 35.0% to 45.0% to the unaffected closing price of Globalstar common stock of $41.54 on October 29, 2025, the Unaffected Date. This analysis indicated a range of implied equity values per share of Globalstar common stock of $56.08 to $60.23, compared to the reference prices set forth above.

The foregoing summary of Evercore’s financial analyses does not purport to be a complete description of the analyses or data presented by Evercore to the Globalstar special committee. In connection with the review of the mergers by the Globalstar special committee, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of the shares of Globalstar common stock, or of Amazon common stock. Further, Evercore’s analyses involved complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Globalstar or its advisors. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

Evercore prepared these analyses for the purpose of providing an opinion to the Globalstar special committee as to the fairness, from a financial point of view, of the merger consideration to be received by holders of Globalstar common stock. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

Evercore’s financial advisory services and its opinion were provided for the information and benefit of the Globalstar special committee (in its capacity as such) in connection with its evaluation of the proposed mergers. The issuance of Evercore’s opinion was approved by an Opinion Committee of Evercore.

Evercore did not recommend any specific consideration to the Globalstar special committee or Globalstar management or that any specific consideration constituted the only appropriate consideration in the mergers for the holders of Globalstar common stock.

Pursuant to the terms of Evercore’s engagement letter with the Globalstar special committee, Globalstar agreed to pay Evercore a fee for its services in the aggregate amount of $4.5 million, all of which was payable upon delivery of Evercore’s opinion. Evercore may also receive an additional discretionary fee in connection with the mergers as determined by the Globalstar special committee in its sole discretion; as of the date of this information statement/prospectus, the Globalstar special committee has determined to pay, contingent upon the consummation of the mergers, an additional discretionary fee to Evercore in the amount of $1 million. Globalstar also agreed to reimburse Evercore for its expenses and to indemnify Evercore against certain liabilities arising out of its engagement.

During the two-year period prior to the date of its opinion, Evercore and its affiliates were not engaged to provide financial advisory or other services to Globalstar and Evercore did not receive any compensation from Globalstar during such period. In addition, during the two-year period prior to the date of its opinion, Evercore and its affiliates were not engaged to provide financial advisory or other services to Amazon and Evercore did not receive any compensation from Amazon during such period. In addition, during the two-year period prior to the date of its opinion, Evercore and its affiliates were not engaged to provide financial advisory or other services to Thermo Capital, a significant stockholder of Globalstar (“Thermo Capital”) or Thermo Capital’s portfolio companies and Evercore did not receive any compensation from Thermo Capital or Thermo Capital’s portfolio companies during such period. Evercore may provide financial advisory or other services to Globalstar, Thermo Capital, Thermo Capital’s portfolio companies, and Amazon in the future, and in connection with any such services Evercore may receive compensation. In addition, Evercore and/or its affiliates are also having active discussions with Amazon and/or its affiliates to provide investment banking advisory, capital markets and/or underwriting services unrelated to Evercore’s engagement with the Globalstar special committee, for which Evercore would expect to receive customary fees if it is engaged and the transactions are consummated.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to Globalstar, Thermo Capital, Thermo Capital’s portfolio companies, Amazon, potential parties to the mergers and/or any of their respective affiliates or persons that are competitors, customers or suppliers of Globalstar or Amazon.

The Globalstar special committee engaged Evercore to act as a financial advisor based on, among other things, Evercore’s qualifications, expertise and reputation, including its experience advising companies and special committees in connection with strategic transactions. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Globalstar stockholders should be aware that the executive officers and directors of Globalstar may have certain interests in the mergers that are or may be different from, or in addition to, the interests of Globalstar stockholders generally. The members of the Globalstar board of directors were aware of and considered these interests, among other matters, in deciding to recommend and approve, respectively, the terms of the merger agreement and the mergers.

These interests are described in more detail below, and certain of them are quantified in the narrative below, including compensation that may become payable in connection with the mergers to Globalstar’s executive officers. The dates used below to quantify these interests have been selected for illustrative purposes only in accordance with SEC rules and do not necessarily reflect the dates on which certain events will occur.

For purposes of this disclosure, Globalstar’s executive officers are:

Globalstar’s named executive officers are Mr. Monroe, Dr. Jacobs, Ms. Clary and Mr. Ponder.

At the effective time of the first merger:

For an estimate of the value of the Globalstar vested options, Globalstar vested restricted stock awards, Globalstar vested RSU awards and Globalstar PRSU awards held by executive officers that would vest or be canceled for consideration assuming that the first merger occurs on July 29, 2026 (i.e., excluding any additional awards that may be granted following such date), see “— Quantification of Payments and Benefits to Globalstar’s Named Executive Officers” below. We estimate that the aggregate value of Globalstar vested options and Globalstar vested restricted stock awards held by all five directors of Globalstar who are not executive officers that were unvested as of July 29, 2026 and that would vest and be canceled for consideration assuming that the first merger had occurred on July 29, 2026 (i.e., excluding any additional awards that may be granted following such date) is $4,006,989, calculated based on a Per Share Value of $80.28 per share, which is the average closing price of Globalstar common stock over the first five business days following April 14, 2026 (the date of the announcement of the transactions contemplated by the merger agreement).

The merger agreement generally provides that after April 13, 2026, no new offering periods will begin under the ESPP, no ESPP participant may increase his or her payroll deduction elections or other contributions (other than for payroll deductions that were elected prior to April 13, 2026) and no individual may become a new participant in the ESPP. The purchase period in effect on April 13, 2026 terminated on the scheduled purchase date for such purchase period, which was June 14, 2026. Each participant’s accumulated contributions were used to purchase shares of Globalstar common stock on such purchase date in accordance with the terms of the ESPP. Contingent on the completion of the mergers, the ESPP will be terminated effective immediately prior to the effective time of the first merger.

On July 31, 2026, the Compensation Committee of the Globalstar board of directors adopted the Globalstar Change in Control Severance Plan pursuant to which employees of Globalstar as of the closing are eligible to receive certain severance benefits in connection with a termination of employment without cause on or during the one-year period following closing. The executive chairman and chief executive officer of Globalstar are not eligible to participate in the plan. Participants in the plan with a title of vice president or above (including Globalstar’s executive officers, other than Globalstar’s executive chairman and chief executive officer) are eligible to receive cash severance in an amount equal to three months of the participant’s total annual compensation (inclusive of base salary, annual target cash bonus opportunity and annual target equity incentive opportunity), payable in a lump sum, and, if the participant timely elects COBRA continuation coverage, payment of three months of the employer portion of COBRA benefits continuation coverage, payable over a three-month period. All participants in the plan are eligible to receive accelerated vesting of the unvested portion of equity-based awards granted prior to closing that are scheduled to vest during the one-year period following closing. All severance benefits are subject to the participant’s execution and non-revocation of a release of claims.

For an estimate of the value of the severance payments and benefits described above that would be payable to Globalstar’s executive officers assuming that the first effective time had occurred on July 29, 2026, and that the executive experiences a termination of employment without cause on that date, see “— Quantification of Payments and Benefits to Globalstar’s Named Executive Officers” below.

Under the merger agreement, Amazon will pay to each continuing employee (including Globalstar’s executive officers, other than Globalstar’s executive chairman) the continuing employee’s annual bonus for the calendar year in which the closing date occurs in an amount no less than the product of (a) such continuing employee’s full bonus entitlement (including any portion of such entitlement that would ordinarily be settled in cash and any portion of such entitlement that would ordinarily be settled in shares of Globalstar common stock) under the applicable Globalstar benefit plan, assuming actual performance, extrapolated through the end of the applicable calendar year based on actual performance through the closing date, as determined in good faith by Globalstar prior to the closing date in consultation with Amazon, multiplied by (b) a fraction, the numerator of which equals the number of days that have elapsed from the first day of the calendar year in which the closing date occurs through the closing date and the denominator of which equals the total number of calendar days in such calendar year (the “closing year annual bonus payment”); provided that, notwithstanding the terms of any applicable Globalstar benefit plan, the closing year annual bonus payment will be payable at the same time that annual bonuses would have been paid absent the mergers (it being understood that the closing year annual bonus payment will be paid solely in cash), subject to the continuing employee’s continued employment with Globalstar or its affiliates through the applicable payment date or an earlier termination of employment by Amazon or any of its affiliates other than for cause (as determined by Amazon in accordance with its past practice).

For an estimate of the value of the closing year annual bonus payments that would be payable to Globalstar’s executive officers assuming that the first effective time had occurred on July 29, 2026, see “— Quantification of Payments and Benefits to Globalstar’s Named Executive Officers” below.

Any executive officers or directors who become officers, directors or employees or who otherwise are retained to provide services to the surviving entity may enter into new individualized compensation arrangements and may participate in cash or equity incentive or other benefit plans maintained by Amazon, any of its affiliates or the surviving entity. As of the date of this information statement/prospectus, the terms of any such compensation arrangements have not been established or determined.

The merger agreement requires Amazon to provide or cause to be provided certain compensation, severance and benefits for a period of one year following the closing date for continuing employees, including executive officers, of Globalstar and its subsidiaries, and to take certain actions in respect of employee benefits provided to such employees. For a detailed description of these requirements, please see the section entitled “The Merger Agreement — Employee Matters” beginning on page 109 of this information statement/prospectus.

The information in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the mergers. The amount of the payments and benefits set forth in the table below assumes: (i) that the mergers were consummated and constitute a “change in control” for purposes of the applicable compensation plan or agreement; (ii) that each named executive officer experienced a termination without cause on July 29, 2026, which is the assumed date of the first effective time solely for purposes of this disclosure; (iii) a Per Share Value of $80.28 per share, which is the average closing price of Globalstar common stock over the first five business days following April 14, 2026 (the date of the announcement of the transactions contemplated by the merger agreement); (iv) that each named executive officer’s base salary and target annual bonus opportunity are those in effect as of July 29, 2026; (v) that each named executive officer’s outstanding equity awards are those that are outstanding as of July 29, 2026 (i.e., excluding any additional awards that may be granted following such date); and (vi) that no cutback or reduction has been applied to mitigate the impact of Sections 280G and 4999 of the

Code. The calculations reflected in the table below do not attempt to forecast any adjustments in compensation that may occur following the date of this information statement/prospectus, including additional awards, grants or forfeitures that may occur prior to the first effective time or any awards that, by their terms, vest and are settled or exercised irrespective of the mergers prior to the first effective time. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table below, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

Any person who, at the effective time of the first merger, is a current or former director or officer of (or in a comparable role with) Globalstar or its subsidiaries, or any person serving at the request of Globalstar or any of its subsidiaries as a director, officer, trustee or fiduciary of (or in a comparable role with) another person or a company benefit plan (the “D&O Indemnified Parties”) will be entitled to certain ongoing indemnification and directors’ and officers’ liability insurance and fiduciary liability insurance for at least six (6) years after the effective time of the first merger. This indemnification and insurance coverage pursuant to the provisions of the merger agreement is further described in the section entitled “The Merger Agreement . Directors’ and Officers’ Indemnification and Insurance” beginning on page 110 of this information statement/prospectus.

Mr. Monroe, Globalstar’s Executive Chairman, controls Thermo (as defined below), and Mr. Taylor, Globalstar’s Vice President of Finance, Business Operations & Strategy, is an executive at Thermo. As of July 29, 2026, Thermo, and the other Supporting Stockholders, including Mr. Monroe and entities controlled by Mr. Monroe, owned 74,058,249 shares of Globalstar common stock, representing approximately 57.2% of the aggregate voting power of the issued and outstanding shares of Globalstar common stock, and 136,743 shares of Globalstar preferred stock, representing approximately 91.5% of the issued and outstanding shares of Globalstar preferred stock. Additionally, as of July 29, 2026, Thermo Funding II, LLC held a warrant to purchase 333,334 shares of Globalstar common stock in connection with the guarantee of the funding agreements by Thermo Companies and its commonly controlled affiliates. Thermo Funding II, LLC also held an unvested warrant to purchase an additional 333,334 shares of Globalstar common stock, which may vest if and when Thermo Funding II, LLC advances aggregate funds of $25.0 million or more to Globalstar or a permitted third party pursuant to the terms of its guarantee, which warrant expires in December 2028.

In accordance with Globalstar’s Certificate of Designation, at the effective time of the first merger, each share of Globalstar preferred stock outstanding will be automatically converted into the right to receive a liquidating distribution in the initial amount of the liquidation preference of $1,000 per share in cash plus any unpaid accrued dividends on such share. For additional information regarding the treatment of the Globalstar preferred stock pursuant to the merger agreement, please see the section titled “Treatment of Globalstar Preferred Stock” beginning on page 97 of this information statement/prospectus.

In connection with the execution of the merger agreement, (i) Globalstar agreed to amend the Globalstar warrants issued to Thermo Funding II, LLC to provide that, immediately prior to the effective time of the first merger, each outstanding Globalstar warrant held by Thermo Funding II, LLC that is vested and unexercised will be automatically exercised on a cashless basis and the shares of Globalstar common stock issued as a result of such exercise will be converted into the right to receive the merger consideration, as further described in this information statement/prospectus and (ii) Globalstar, Customer and Thermo Funding II, LLC entered into the amendment to guaranty, pursuant to which the guaranty provided by certain affiliates of the Supporting Stockholders in favor of Globalstar (and, for the purposes set forth therein, Customer) was amended so as to terminate on the date that an assumed prepayment agreement entered into by Amazon and Customer replaces the 2023 prepayment agreement, dated as of February 25, 2023, and the 2024 prepayment agreement, dated as of November 5, 2024, between Globalstar and Customer, which shall be the closing date of the first merger, provided that Amazon has made the first required payment under the assumed prepayment agreement to Customer. For additional information regarding the agreements entered into between Thermo and Globalstar, please see the section titled “Summary of Certain Agreements Related to the Mergers” beginning on page 116 of this information statement/ prospectus.

The following general discussion addresses the material U.S. federal income tax consequences to U.S. holders (as defined below) of Globalstar common stock that exchange their shares of Globalstar common stock for the merger consideration in the mergers. This discussion is based on the Code, Treasury Regulations promulgated thereunder, administrative rulings, published positions of the IRS and judicial decisions, all as currently in effect and all of which are subject to change and to differing interpretations (possibly with retroactive effect), and any such change or interpretation could affect the U.S. federal income tax consequences described herein.

This discussion applies only to U.S. holders that hold their shares of Globalstar common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion is

not a complete description of all of the U.S. federal income tax consequences of the mergers, nor does it describe any tax consequences of the mergers arising under the laws of any state, local or non-U.S. jurisdiction or under any U.S. federal laws other than those pertaining to the U.S. federal income tax consequences of the mergers.

Further, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular U.S. holders in light of their individual circumstances (including the impact of the Medicare contribution tax on certain net investment income) or to U.S. holders that are subject to special treatment under the U.S. federal income tax laws, such as:

In addition, this discussion does not address any state, local or non-U.S. tax considerations of the mergers, nor does it address the impact of the Foreign Account Tax Compliance Act (including the Treasury Regulations promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith) or any U.S. federal laws other than those pertaining to the U.S. federal income tax.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of Globalstar common stock that is, for U.S. federal income tax purposes:

If a partnership, including any entity or arrangement treated as a partnership for U.S. federal income tax purposes, holds shares of Globalstar common stock, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Accordingly, such partners and partnerships should consult their tax advisors regarding the particular tax considerations of the mergers to them.

Each holder of shares of Globalstar common stock should consult its tax advisor with respect to the particular tax considerations of the mergers to such holder. Globalstar stockholders that are not U.S. holders should consult their tax advisors regarding the possibility that, in the event the applicable withholding agent is unable to determine whether any cash consideration paid to them in the mergers should be treated as a dividend for applicable U.S. federal income tax purposes, such withholding agent may withhold U.S. federal withholding tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the entire amount of any cash consideration payable to such non-U.S. holder in the mergers.

For U.S. federal income tax purposes, the first merger and the second merger, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code (the “Intended Tax Treatment”). The parties have agreed to treat the mergers consistently with the Intended Tax Treatment for U.S. federal, state and other relevant income tax purposes and to file all tax returns consistent with such tax treatment. Neither Amazon nor Globalstar will request a ruling from the IRS with respect to the tax treatment of the mergers, and as a result, no assurance can be given that the IRS will not challenge the treatment of the mergers described in this tax disclosure or that a court would not sustain such a challenge.

The obligation of Amazon and Globalstar to consummate the mergers is not conditioned upon the receipt of an opinion from counsel regarding whether the mergers, taken together, qualify as a “reorganization” within the meaning of Section 368(a) of the Code, nor have the parties sought a ruling from the IRS.

Assuming that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences of the mergers to a U.S. holder will generally depend on whether the U.S. holder exchanges its shares of Globalstar common stock for cash consideration, stock consideration, or a combination of stock consideration and cash consideration.

If, pursuant to the mergers, a U.S. holder exchanges all of its shares of Globalstar common stock solely for Amazon common stock, such U.S. holder will generally not recognize any gain or loss on the exchange, except with respect to cash received in lieu of a fractional share of Amazon common stock (as discussed below under “— Cash in Lieu of Fractional Shares”).

The aggregate adjusted tax basis of the shares of Amazon common stock received in the mergers (including fractional shares deemed received and redeemed as described below under “— Cash in Lieu of Fractional Shares”) will be equal to the aggregate adjusted tax basis of the shares of Globalstar common stock exchanged therefor. The holding period of the shares of Amazon common stock received in the mergers (including fractional shares deemed received and redeemed as described below) will include the holding period of the shares of Globalstar common stock exchanged therefor.

If a U.S. holder acquired different blocks of shares of Globalstar common stock at different times or different prices, such U.S. holder should consult its tax advisor as to the determination of the tax bases and holding periods of the Amazon common stock received in the mergers.

The exchange of shares of Globalstar common stock solely for cash will generally result in the recognition of gain or loss equal to the difference, if any, between the amount of cash received and the U.S. holder’s adjusted tax basis in the shares of Globalstar common stock exchanged therefor. Such gain or loss will generally be long-term capital gain or loss if the U.S. holder’s holding period with respect to the Globalstar common stock surrendered is more than one year at the effective time of the first merger. Long-term capital gains of certain non-corporate holders, including individuals, generally are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations.

If a U.S. holder acquired different blocks of shares of Globalstar common stock at different times or different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of Globalstar common stock.

In certain circumstances, if a U.S. holder actually or constructively owns Amazon common stock after the mergers, the cash consideration received could be treated as having the effect of a distribution of a dividend under the tests set forth in Section 302 of the Code, in which case such U.S. holder may have dividend income up to the amount of the cash consideration received. Because the possibility of dividend treatment depends primarily upon the particular circumstances of a U.S. holder, including the application of certain constructive ownership rules, U.S. holders that actually or constructively own Amazon common stock should consult their tax advisors regarding the application of the foregoing rules to their particular circumstances.

U.S. holders electing to receive solely cash consideration in the mergers may be subject to proration, which may result in the receipt of a portion of the merger consideration in stock consideration, in addition to cash consideration. See “— Exchange for a Combination of Amazon Common Stock and Cash” below for a general description of the U.S. federal income tax consequences to U.S. holders of the receipt of stock consideration and cash consideration.

A U.S. holder that receives a combination of Amazon common stock and cash (other than cash in lieu of a fractional share of Amazon common stock) pursuant to the mergers will generally recognize gain (but not loss) in an amount equal to the lesser of (a) the sum of the amount of the cash (other than cash in lieu of a fractional share of Amazon common stock) and the fair market value of the Amazon common stock received, minus that U.S. holder’s adjusted tax basis in its shares of Globalstar common stock surrendered in exchange therefor, and (b) the amount of cash received.

If a U.S. holder acquired different blocks of shares of Globalstar common stock at different times or different prices, any gain or loss may be determined separately for each block of shares and such U.S. holder’s basis and holding period in its shares of Amazon common stock may be determined with reference to each block of shares of Globalstar common stock. Any such U.S. holder should consult its tax advisor regarding the manner in which the cash consideration and stock consideration should be allocated among different blocks of shares of Globalstar common stock surrendered, including the ability to specifically identify shares of Globalstar common stock exchanged for the cash consideration, and the determination of the tax bases and holding periods of the Amazon common stock received.

Any recognized gain will generally be long-term capital gain if the U.S. holder’s holding period with respect to the shares of Globalstar common stock surrendered is more than one year at the effective time of the first merger. Long-term capital gains of certain non-corporate holders, including individuals, generally are subject to U.S. federal income tax at preferential rates.

In certain circumstances, if a U.S. holder actually or constructively owns Amazon common stock other than Amazon common stock received pursuant to the mergers, the recognized gain could be treated as having the effect of the distribution of a dividend under the tests set forth in Section 302 of the Code, in which case such gain would be treated as dividend income. Because the possibility of dividend treatment depends upon the particular circumstances of a U.S. holder, including the application of certain constructive ownership rules, U.S. holders should consult their tax advisors regarding the potential application of the foregoing rules to their particular circumstances.

The aggregate tax basis of the Amazon common stock received (including fractional shares deemed received and redeemed as described below under “— Cash in Lieu of Fractional Shares”) will be equal to the aggregate

adjusted tax basis of the shares of Globalstar common stock surrendered, reduced by the amount of cash consideration received by the U.S. holder (excluding any cash in lieu of a fractional share) and increased by the amount of gain (regardless of whether such gain is classified as capital gain or dividend income, as discussed above, but excluding any gain recognized with respect to cash in lieu of a fractional share), if any, recognized by the U.S. holder on the exchange. The holding period of the Amazon common stock received in the mergers (including fractional shares deemed received and redeemed as described below) will include the holding period of the shares of Globalstar common stock exchanged therefor.

U.S. holders that receive cash in lieu of a fractional share of Amazon common stock will generally be treated as having received such fractional share and then as having received such cash in redemption of the fractional share. Gain or loss will generally be recognized based on the difference between the amount of cash received in lieu of the fractional share and the tax basis allocated to such fractional share. Such gain or loss will generally be long-term capital gain or loss if the holding period for such shares is more than one year at the effective time of the first merger. Long-term capital gains of certain non-corporate holders, including individuals, generally are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations.

GLOBALSTAR STOCKHOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE MERGERS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX LAWS.

The mergers will be accounted for as a business combination, with Amazon using the acquisition method of accounting in accordance with Accounting Standard Codification 805, Business Combinations, and, accordingly, will generally result in the recognition of Globalstar assets acquired and liabilities assumed at fair value.

The mergers are subject to the requirements of the HSR Act. Under the HSR Act, Amazon and Globalstar are required to file notifications with the Antitrust Division of the DOJ and the FTC and to observe a mandatory premerger waiting period before completing the mergers. A transaction requiring notification under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filing of their respective HSR Act notifications or the early termination of that waiting period. Globalstar and Amazon filed their respective Notification and Report Forms with the DOJ and the FTC on May 14, 2026. Amazon withdrew its HSR Act notification on June 15, 2026, and refiled on June 17, 2026, which restarted the initial waiting period. The waiting period expired on July 17, 2026.

The completion of the mergers is further conditioned upon obtaining required clearances and approvals, as applicable, from certain international merger and foreign investment control authorities, the FCC, the ANFR, the French Ministry of Telecoms, the French Ministry of Higher Education, Research and Space and ARCEP. In addition, Amazon’s obligation to consummate the mergers is subject to the satisfaction or waiver of Globalstar’s receipt of certain governmental authorizations relating to the C-3 system.

Globalstar and Amazon have commenced filings and engaging with certain merger, foreign investment and satellite and communication authorities. The parties will file the remainder of the applicable applications with the appropriate regulators following the date of this information statement/prospectus. As of the date of this information statement/prospectus, certain governmental authorizations relating to the C-3 system have not yet been received.

For additional information about regulatory approvals relating to the mergers, please see the section titled “The Merger Agreement — Conditions to the Mergers” beginning on page 112 of this information statement/prospectus.

Although the parties expect that all required regulatory clearances and approvals will be obtained, the parties cannot assure you that these regulatory clearances and approvals will be timely obtained or obtained at all or that the

granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the mergers, including the requirement to divest assets, create or modify contractual rights or obligations or enter into supply or services agreements. These conditions could result in the conditions to the mergers not being satisfied.

Globalstar and Amazon have agreed in the merger agreement to, and to cause each of their respective subsidiaries to, use its and their respective reasonable best efforts to obtain all required regulatory approvals and take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust law, foreign investment law or satellite and communications law that may be asserted by any governmental authority so as to enable the parties to the merger agreement to consummate the transactions contemplated by the merger agreement, including the mergers, prior to the termination date. However, the merger agreement does not require Amazon or Globalstar to take any of the actions listed below (except that Globalstar will take such actions with respect to itself and its affiliates to the extent requested in writing by Amazon and only if such action is binding on, or otherwise applicable to, Globalstar from and after the effective time of the first merger):

In addition, Globalstar, Amazon, Acquisition Sub I and Acquisition Sub II have agreed to furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a governmental authority, in each case in connection with the transactions contemplated by the merger agreement (subject to certain customary limitations and procedures to address contractual restrictions and reasonable privilege, legal, confidentiality or competitive sensitivity concerns), including by (i) promptly informing the other party of such inquiry, (ii) consulting in advance before making any presentations or submissions to a governmental authority, (iii) giving the other party reasonable advance notice and the opportunity to attend and participate in any substantive meetings or discussions with any governmental authority (to the extent not prohibited by such governmental authority), and (iv) supplying each other with copies of all material correspondence, filings or communications between any party and any governmental authority with respect to the merger agreement.

Amazon, after consultation with Globalstar and consideration of Globalstar’s views in good faith, has the sole right to control and direct all antitrust strategy and communications regulatory strategy in connection with the review of the transactions contemplated by the merger agreement by any governmental authority, including, among other things, with respect to any determination to pull and refile any filing made under the HSR Act or enter into a timing agreement with any governmental authority, including any agreement to delay, toll or extend any applicable waiting period under the HSR Act or any other antitrust law, foreign investment law or any satellite and communications law.

Information regarding certain beneficial owners of Globalstar common stock is contained in the section titled “Certain Beneficial Owners of Globalstar Common Stock” beginning on page 118 of this information statement/prospectus.

The merger agreement requires that Amazon, Acquisition Sub I and Acquisition Sub II agree that all rights to exculpation, indemnification, contribution and advancement of expenses for facts, events, acts or omissions

occurring at or prior to the effective time of the first merger in favor of the D&O Indemnified Parties, as provided in the respective organizational documents of Globalstar or its subsidiaries or in any agreement for indemnification in a standard form made available to Amazon, in effect as of the closing, will survive the mergers in accordance with their terms (it being agreed that after the closing such rights shall be mandatory rather than permissive, if applicable), which provisions shall not, for a period of six (6) years from the effective time of the first merger, be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the D&O Indemnified Parties.

The merger agreement further requires Amazon to, and to cause the surviving entity to, (i) indemnify, defend, hold harmless and advance expenses to the D&O Indemnified Parties with respect to all facts, events, acts or omissions by them in their capacities as such at any time prior to and including the effective time of the first merger (including any matters arising in connection with the merger agreement or the transactions contemplated by the merger agreement), to the fullest extent that Globalstar or its subsidiaries are permitted by applicable law; and (ii) pay in advance of the final disposition of any action against the D&O Indemnified Party the expenses (including reasonable attorneys’ fees) of any D&O Indemnified Party upon receipt (if required by applicable law, the organizational documents of the surviving entity or any applicable indemnification agreement) of a written undertaking to repay the amount paid or reimbursed if it is ultimately determined that such D&O Indemnified Party is not permitted to be indemnified under applicable law. Further, Amazon may not (and will cause the surviving entity not to) settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any action to which any D&O Indemnified Party is a party, unless such settlement, compromise, consent or termination includes an unconditional release of all of the D&O Indemnified Parties covered by the action from all liability arising out of such action.

The merger agreement further requires that for at least six (6) years after the effective time of the first merger, Amazon will (and will cause the surviving entity to) maintain in full force and effect the coverage provided by the existing directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of the closing date and maintained by Globalstar or any of its subsidiaries, as applicable (the “existing D&O insurance policies”) or provide substitute policies (with Globalstar’s existing insurance carriers or with insurance carriers having an A.M. Best financial strength rating of at least an “A-”) for Globalstar, its subsidiaries and the D&O Indemnified Parties who are currently covered by such existing D&O insurance policies, in either case, with limits and on terms and conditions no less advantageous to the D&O Indemnified Parties than the existing D&O insurance policies, covering claims and other matters arising from facts, events, acts, omissions or other matters that occurred at or prior to the effective time of the first merger, including the transactions contemplated by the merger agreement (provided that Amazon or the surviving entity, as applicable, is not required to pay an aggregate annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium paid by Globalstar or any of its subsidiaries for the existing D&O insurance policies (the “maximum D&O amount”), but in such case shall purchase the most advantageous such coverage as possible for the maximum D&O amount). In lieu of such insurance, prior to the effective time of the first merger, Globalstar may purchase prepaid, non-cancellable six (6) year “tail” directors’ and officers’ liability insurance and fiduciary liability insurance (“tail coverage”), effective as of the effective time of the first merger, with limits and on terms and conditions no less advantageous to the D&O Indemnified Parties than the existing D&O insurance policies, covering claims and other matters arising from facts, events, acts, omissions or other matters that occurred at or prior to the effective time of the first merger, including the transactions contemplated by the merger agreement (provided that the aggregate premium for the tail coverage shall not exceed the maximum D&O amount), provided further that if the tail coverage is not reasonably available or the aggregate premium for the tail coverage exceeds the maximum D&O amount, then Globalstar must obtain the most advantageous such tail coverage available for a cost not exceeding the maximum D&O amount, unless otherwise directed by Amazon to exceed the maximum D&O amount, and Amazon will cause the surviving entity (or its applicable subsidiaries) to maintain such tail coverage in full force and effect, without any modification, and continue to honor the related obligations. In that event, Amazon would cease to have any obligations to maintain the existing D&O insurance policies.

Following the effective time of the first merger, shares of Globalstar common stock will cease to be listed on the NASDAQ.

Globalstar stockholders are not entitled to appraisal rights in connection with the mergers.

Under the DGCL, appraisal rights are not available for the shares of any class or series if the shares of the class or series are listed on a national securities exchange or held of record by more than 2,000 holders on the record date, unless the stockholders are required to receive in exchange for their shares anything other than shares of stock of the surviving or resulting corporation, shares of stock or depository receipts in respect thereof of any other corporation that will be either listed on a national securities exchange or held of record by more than 2,000 holders at the effective time of the merger, cash in lieu of fractional shares or fractional depositary receipts or any combination of the foregoing.

Because Globalstar stockholders may receive solely the stock consideration and cash in lieu of fractional shares of Amazon common stock in the mergers, and shares of Amazon common stock are, and at the effective time will be, listed on the NASDAQ, Globalstar stockholders are not entitled to exercise appraisal rights under Delaware law in connection with the mergers.

All shares of Amazon common stock received by Globalstar stockholders in the mergers will be freely tradable for purposes of the Securities Act and the Exchange Act.

On August 11, 2026, a purported stockholder of Globalstar filed an individual complaint in the U.S. District Court for the Northern District of Illinois against Globalstar and the members of the Globalstar board of directors. The complaint, captioned Travaglini v. Globalstar, Inc., et al., No. 1:26-cv-9638, asserts claims against the defendants under Section14(a) of the Exchange Act and SEC Rule 14a-9 and against the individual defendants under Section20(a) of the Exchange Act, and alleges that the information statement/prospectus forming a part of the preliminary registration statement is materially incomplete and misleading. The Travaglini action seeks to, among other things, enjoin the mergers until curative disclosures are issued, rescind the merger agreement or recover rescissory damages, and recover damages and attorneys’ and expert fees and expenses. Globalstar disputes these allegations and intends to vigorously defend against this lawsuit. Additional similar lawsuits may be filed challenging the mergers and the disclosures in this information statement/prospectus. Globalstar and Amazon do not have an obligation to disclose additional lawsuits as they are filed after the date of this information statement/prospectus.

The outcome of litigation is uncertain, and if not resolved, could prevent or delay consummation of the mergers and result in substantial costs to Globalstar, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the merger is the absence of any provision of any applicable law or order that has the effect of preventing, making illegal or enjoining the completion of the mergers. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the mergers on the agreed-upon terms, then such injunction may prevent the mergers from being consummated, or from being consummated within the expected time frame.

Globalstar empowers its 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. Globalstar’s low Earth orbit satellite constellation ensures secure data transmission for connecting and protecting assets, transmitting critical operational data, and saving lives for consumers, businesses, and government agencies across the globe. Globalstar’s terrestrial spectrum, Band 53, and its 5G variant, n53, offers fully licensed spectrum for private networks with a growing ecosystem in the U.S. and over 10 countries abroad, while Globalstar’s XCOM Radio Access Network product offers significant capacity gains in dense wireless deployments. In addition to SPOT GPS messengers, Globalstar offers next-generation Internet of Things hardware and software products for efficiently tracking and monitoring assets, processing smart data at the edge, and managing analytics with cloud-based telematics solutions to drive safety, productivity, and profitability.

Globalstar’s principal executive offices are located at 1351 Holiday Square Blvd., Covington, Louisiana 70433 and its telephone number is (985) 335-1500.

Amazon seeks to be Earth’s most customer-centric company. Amazon is guided by four principles: customer obsession rather than competitor focus, passion for invention, commitment to operational excellence, and long-term thinking. In each of its segments, Amazon serves its primary customer sets, consisting of consumers, sellers, developers, enterprises, content creators, advertisers, and employees.

Amazon’s common stock is listed on the NASDAQ and trades under the ticker symbol “AMZN.” Amazon’s principal executive offices are located at 410 Terry Avenue North, Seattle, Washington 98109. Amazon’s telephone number is (206) 266-1000.

Acquisition Sub I is a direct, wholly owned subsidiary of Amazon. Acquisition Sub I was incorporated by Amazon on April 9, 2026 solely for the purpose of effecting the mergers, has not conducted any business, and has no assets, liabilities or obligations of any nature other than those incidental to its incorporation and matters contemplated by the merger agreement. The principal executive offices of Acquisition Sub I are located at c/o Amazon.com, Inc., 410 Terry Avenue North, Seattle, Washington 98109, and its telephone number is (206) 266-1000.

Acquisition Sub II is a direct, wholly owned subsidiary of Amazon. Acquisition Sub II was formed by Amazon on April 9, 2026 solely for the purpose of effecting the mergers, has not conducted any business, and has no assets, liabilities or obligations of any nature other than those incidental to its formation and matters contemplated by the merger agreement. The principal executive offices of Acquisition Sub II are located at c/o Amazon.com, Inc., 410 Terry Avenue North, Seattle, Washington 98109, and its telephone number is (206) 266-1000.

The following describes the material provisions of the merger agreement, which is attached as Annex A to this information statement/prospectus and is incorporated by reference herein. The summary of the material provisions of the merger agreement below and elsewhere in this information statement/prospectus is qualified in its entirety by reference to the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. Amazon and Globalstar encourage you to carefully read the merger agreement in its entirety before making any decisions regarding the mergers as it is the legal document governing the mergers.

The merger agreement and this summary of its terms have been included to provide you with information regarding the terms of the merger agreement. Amazon and Globalstar are responsible for considering whether additional disclosure of material information is required to make the statements in this information statement/prospectus not misleading. Factual disclosures about Amazon and Globalstar contained in this information statement/prospectus or Amazon’s or Globalstar’s public reports filed with the SEC may supplement, update or modify the factual disclosures about Amazon or Globalstar contained in the merger agreement and described in this summary. The representations, warranties and covenants made in the merger agreement by Amazon, Acquisition Sub I, Acquisition Sub II, and Globalstar are qualified and subject to important limitations agreed to by the parties to the merger agreement in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were made solely for the benefit of the parties to the merger agreement, and were negotiated with the principal purpose of allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality that may be different from that generally relevant to stockholders or applicable to reports and documents filed with the SEC, and in some cases are qualified by confidential disclosures that were made by each party to the other, which disclosures are not publicly disclosed. The representations and warranties in the merger agreement will not survive the completion of the mergers. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the merger agreement. For the foregoing reasons, the representations, warranties, and covenants or any descriptions of those provisions should not be read alone, but instead should be read together with the information provided elsewhere in this information statement/prospectus and in the documents incorporated by reference into this information statement/prospectus. For additional information regarding the location of information incorporated by reference into this information statement/ prospectus, please see the section titled “Where You Can Find More Information” beginning on page 136 of this information statement/prospectus.

The merger agreement provides, upon the terms and subject to the conditions set forth in the merger agreement and in accordance with the DGCL, that Acquisition Sub I will merge with and into Globalstar, with Globalstar continuing as the surviving corporation and a direct, wholly owned subsidiary of Amazon. Immediately following the first merger and in accordance with the DGCL and Delaware Limited Liability Company Act, Globalstar will merge with and into Acquisition Sub II, with Acquisition Sub II continuing as the surviving entity and a direct, wholly owned subsidiary of Amazon.

Unless the parties otherwise agree in writing, the closing will take place remotely by electronic exchange of documents no later than (unless otherwise agreed to in writing by the parties to the merger agreement) the third (3^rd) business day following the date on which all conditions to the mergers set forth in the merger agreement have been satisfied or waived in writing by the applicable party (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions at the closing). As used in this information statement/prospectus, the “effective time” of the applicable merger means the time at which the applicable certificate of merger with respect to the merger is duly filed with the Secretary of State of the State of Delaware or at such other date and time as Amazon, Globalstar and, in the case of the first merger, Acquisition Sub I, or, in the case of the second merger, Acquisition Sub II, may agree to and specify in such certificate of merger in accordance with the DGCL.

At the effective time of the first merger, subject to the payment of cash in lieu of fractional shares of Amazon common stock as described below under “— No Fractional Shares,” the payment of unpaid dividends or other distribution as described below under “— Exchange and Payment Procedures,” and the proration methodology as described below under “— Proration and Allocation of Merger Consideration,” each share of Globalstar common stock issued and outstanding immediately prior to the effective time of the first merger (other than canceled shares as described below under “— Cancellation of Certain Globalstar Common Stock”) will be converted into the right to receive, at the election of the applicable Globalstar stockholder with respect to such share in accordance with, and subject to the terms, conditions and procedures set forth in the merger agreement, the following consideration:

The merger consideration will be equitably adjusted to reflect the effect of any reclassification, recapitalization, stock split (including a reverse stock split) or similar event, or combination, exchange or readjustment of shares, with respect to the outstanding shares of Amazon common stock or Globalstar common stock, or any stock dividend or stock distribution thereon, in each case, that occurs prior to the effective time of the first merger.

The “exchange ratio” for the stock consideration will be determined based on VWAP, rounded to four decimal places, of Amazon common stock as reported by Bloomberg L.P. and using the “Bloomberg Definition” calculation method on the VWAP function for the ticker “AMZN US Equity” over the twenty (20) consecutive trading day period ending on (and including) the second trading day immediately prior to the closing date.

The exact per share adjustment amount will not be known until prior to the closing, but the maximum amount of the Customer payment potentially payable at the time of signing the merger agreement was $110 million. As of the date of this information statement/prospectus, the maximum amount of the Customer payment potentially payable under the letter agreement is approximately $97 million as a result of Globalstar’s achievement of certain operational milestones since the signing of the merger agreement. The parties do not currently plan to provide further updates regarding the achievement of milestones until the mailing of the election form (as further described in this information statement/prospectus). The exact per share adjustment amount will not be known until prior to closing, but the maximum per share adjustment amount as of the date of this information statement/prospectus will be equal to (a) approximately $97 million divided by (b) the aggregate number of shares of Globalstar common stock to be converted into the right to receive the merger consideration at the effective time of the first merger.

Globalstar stockholders will not receive any fractional shares of Amazon common stock pursuant to the mergers. Each Globalstar stockholder that otherwise would have been entitled to receive a fraction of a share of Amazon common stock at the effective time of the first merger will receive an amount in cash. The value of such cash payment will be calculated based on the then prevailing prices on NASDAQ and will represent the holder’s proportionate interest in a trust of proceeds established from the open-market sale of that number of shares of

Amazon common stock equal to the excess of (i) the number of whole shares of Amazon common stock delivered to the exchange agent by Amazon pursuant to the terms of the merger agreement over (ii) the aggregate number of whole shares of Amazon common stock to be distributed to Globalstar stockholders pursuant to the terms of the merger agreement.

The merger agreement provides that the total number of shares of Globalstar common stock that will be entitled to receive the cash consideration will not exceed the maximum cash share number (i.e., forty percent (40%) of the aggregate number of shares of Globalstar common stock issued and outstanding immediately prior to the effective time of the first merger (other than canceled shares)). If the cash election is oversubscribed, each Globalstar stockholder making a valid cash election will receive a pro rata portion of the available cash consideration in cash and the remaining portion in shares of Amazon common stock at the exchange ratio. Accordingly, depending on the elections made by other Globalstar stockholders, a Globalstar stockholder electing to receive the cash consideration may receive a portion of the merger consideration in the form of stock consideration.

Promptly (and in any event no later than three (3) business days) after the effective time of the first merger, Amazon will cause the exchange agent for the payment of the merger consideration to effect the allocation among the former Globalstar stockholders of rights to receive the cash consideration and the stock consideration as follows (with the exchange agent to determine, consistent with the immediately preceding paragraph, whether fractions of cash election shares will be rounded up or down):

Oversubscription of Cash Election Option. If the aggregate number of cash election shares, referred to as the “cash election number,” equals or exceeds the maximum cash share number, then:

Undersubscription of Cash Election Option. If the cash election number is less than the maximum cash share number, then:

The mergers are intended to qualify as a “reorganization” under Section 368(a) of the Code. In order for the mergers to so qualify, certain requirements must be satisfied, including the “continuity of interest” requirement as described in the U.S. Department of the Treasury Regulations (“Treasury Regulations”) Section 1.368-1(e). In order for the “continuity of interest” requirement to be satisfied, at least forty percent (40%) (by value) of the aggregate total consideration received by Globalstar stockholders in the mergers must consist of shares of Amazon common stock. The “continuity of interest” requirement is expected to be satisfied unless the value of Amazon common stock declines significantly. Nevertheless, the value of shares of Amazon common stock received by Globalstar stockholders as stock consideration will not be determined until the second to last trading day prior to the closing date. Accordingly, in order to ensure that the mergers qualify as a reorganization within the meaning of Section 368(a) of the Code, the parties have agreed that the exchange ratio shall be increased to the minimum extent necessary to cause the mergers to satisfy the “continuity of interest” requirement set forth in Treasury Regulations Section 1.368-1(e). For additional information regarding the material U.S. federal income tax consequences of the mergers, please see the section titled “The Mergers — Material U.S. Federal Income Tax Consequences” beginning on page 80 of this information statement/prospectus.

Immediately prior to the effective time of the first merger, each share of Globalstar common stock held, directly or indirectly, by Globalstar or any of its majority owned subsidiaries or held, directly or indirectly, by Amazon, Acquisition Sub I, or Acquisition Sub II, or any of their respective wholly owned subsidiaries will automatically be canceled and retired and will cease to exist. Such shares are referred to as “canceled shares” in this information statement/prospectus. No consideration will be delivered in exchange for any canceled shares.

At the effective time of the first merger, by virtue of the first merger, Globalstar’s Third Amended and Restated Certificate of Incorporation (“Globalstar’s Certificate of Incorporation”), as in effect immediately prior to the effective time of the first merger, will be amended and restated in its entirety as set forth in Exhibit B to the merger agreement, and as so amended and restated, will be the certificate of incorporation of the surviving corporation from and after the effective time of the first merger until the effective time of the second merger. Also at the effective time of the first merger, Globalstar’s Sixth Amended and Restated Bylaws (“Globalstar’s Bylaws”) will be amended and restated in their entirety as set forth in the bylaws of Acquisition Sub I, as in effect immediately prior to the effective time of the first merger, except that all references therein to Acquisition Sub I will be automatically amended and will become references to the surviving corporation, and as so amended and restated, will be the bylaws of the surviving corporation from and after the effective time of the first merger until the effective time of the second merger.

At the effective time of the second merger, the certificate of formation of Acquisition Sub II, as in effect immediately prior to the effective time of the second merger, will be the certificate of formation of the surviving entity, until thereafter changed or amended in accordance with its terms and applicable law. At the effective time of the second merger, the limited liability company agreement of Acquisition Sub II will be as set forth in Exhibit C to the merger agreement and as in effect immediately prior to the effective time of the second merger, will be the limited liability company agreement of the surviving entity from and after the effective time of the second merger, until thereafter changed or amended in accordance with its terms, the merger agreement and applicable law.

Effective as of the effective time of the first merger, the directors of Acquisition Sub I immediately prior to the effective time of the first merger will be the initial directors of the surviving corporation of the first merger, each to hold office until the earlier of the effective time of the second merger and their death, resignation or removal or until their respective successors are duly elected and qualified, in each case in accordance with the certificate of incorporation and bylaws of the surviving corporation. Effective as of the effective time of the first merger, the officers of Acquisition Sub I immediately prior to the effective time of the first merger will be the initial officers of the surviving corporation until the earlier of the effective time of the second merger and their death, resignation, or removal or until their respective successors are duly elected and qualified, as the case may be, in each case in accordance with the certificate of incorporation and bylaws of the surviving corporation.

Effective as of the effective time of the second merger, the managers of Acquisition Sub II immediately prior to the effective time of the second merger will be the initial managers of the surviving entity, each to hold office until the earlier of their death, resignation, or removal or until their respective successors are duly elected and qualified, as the case may be, in each case in accordance with the organizational documents of the surviving entity. Effective as of the effective time of the second merger, the officers of Acquisition Sub II immediately prior to the effective time of the second merger will be the initial officers of the surviving entity, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be, in each case in accordance with the organizational documents of the surviving entity.

Each Globalstar stockholder may specify in a request made in accordance with the procedures described in this “— Election Procedures” section the number of shares of Globalstar common stock and Globalstar warrant notional common shares (or, in the case of holders of Globalstar warrants, the percentage of such Globalstar warrant notional common shares) held by such holder with respect to which such holder desires to make (i) a stock election and/or (ii) a cash election.

The merger agreement provides that the election form and the letter of transmittal and related instructions must be in a form that Amazon and Globalstar reasonably agree prior to the election form record date, which election form and such other documents will permit Globalstar stockholders to exercise their right to make an election.

Amazon and Globalstar (i) will initially make available and mail the election form at least twenty (20) business days prior to the anticipated election deadline to Globalstar stockholders as of the election form record date, and (ii) following such mailing date, will make available, or cause to be made available, one or more election forms (and other related documents) to any holder who becomes a record holder of Globalstar common stock between the election form record date and the close of business on the business day prior to the election deadline and who reasonably requests such election form prior to the election deadline.

Any election will have been made properly only if the exchange agent receives, during the election period, an election form properly completed and executed (including duly executed transmittal materials included in the election form). Amazon and Globalstar will cooperate to issue a joint press release reasonably satisfactory to each of them announcing the date of the election deadline at least five (5) business days prior to the election deadline.

If the closing date is delayed to a subsequent date, the election deadline will be similarly delayed, and Amazon and Globalstar will promptly announce any such delay and, when determined, the rescheduled election deadline.

Any Globalstar stockholder may, at any time during the election period, change or revoke his, her or its election form by written notice to and received by the exchange agent prior to the election deadline. The shares represented by such election form will be deemed to be non-election shares unless a properly completed and executed revised election form is received by the exchange agent prior to the election deadline. If any election is not properly made with respect to any shares of Globalstar common stock and Globalstar warrant notional common shares (none of Amazon, Globalstar or the exchange agent being under any duty to notify any holder of any such defect), such election will be deemed to be not in effect, and the shares of Globalstar common stock and Globalstar warrant notional common shares, as applicable, covered by such election will be deemed to be non-election shares and will be converted into the right to receive the stock consideration, unless a proper election is thereafter timely made.

All elections will be automatically deemed revoked upon receipt by the exchange agent of written notification from the parties that the merger agreement has been terminated. If an election is revoked, any share certificates and other documents received by the exchange agent will be promptly returned to the stockholder submitting the same to the exchange agent.

Subject to the election form, the exchange agent, in the exercise of its reasonable, good faith discretion, will have the right to make all determinations, not inconsistent with the terms of the merger agreement, governing the validity of the election forms and compliance by any holder with the election procedures described in this “— Election Procedures” section.

Prior to the election form record date, Amazon will enter into a customary exchange agent agreement with the transfer agent of Amazon, the transfer agent of Globalstar or another reputable bank or trust company that is organized and doing business under the laws of the United States and that is reasonably acceptable to Globalstar. At or prior to the effective time of the first merger, Amazon will deposit, or cause to be deposited, with the exchange agent (i) cash in immediately available funds in an amount sufficient to pay the aggregate cash consideration and (ii) Amazon common stock in book-entry form representing the number of whole shares of Amazon common stock sufficient to deliver the aggregate stock consideration. Such cash and book-entry shares, together with any unpaid dividends with respect to any certificates or book-entry shares, are referred to in this information statement/prospectus as the “exchange fund.”

As promptly as reasonably practicable (and no later than three (3) business days) after the effective time of the first merger, the surviving entity will cause the exchange agent to mail to each record holder of certificates, who has not previously submitted a properly completed election form (together with any required letter of transmittal) and whose shares of Globalstar common stock were converted at the effective time of the first merger into the right to receive the merger consideration and any unpaid dividends, a letter of transmittal and instructions for returning the letter of transmittal and surrendering Globalstar share certificates in exchange for payment of the merger consideration and any unpaid dividends.

As promptly as reasonably practicable (and no later than three (3) business days) after the effective time of the first merger, Amazon will cause the exchange agent to mail to each record holder of book-entry shares not held through The Depository Trust Company (“DTC”), who has not previously submitted a properly completed election form (together with any required letter of transmittal) and whose shares of Globalstar common stock were converted at the effective time of the first merger into the right to receive the merger consideration and any unpaid dividends, a letter of transmittal, and instructions for returning the letter of transmittal in exchange for payment of the merger consideration and any unpaid dividends. Such record holders of book-entry shares will not be required to deliver Globalstar share certificates in exchange for merger consideration and any unpaid dividends.

Holders of book-entry shares held through DTC, whose shares of Globalstar common stock were converted in the mergers into the right to receive the merger consideration, will not be required to deliver a Globalstar share certificate or an executed letter of transmittal to the exchange agent to receive the merger consideration or any unpaid dividends.

From and after the effective time of the first merger, upon (i) surrender to the exchange agent of Globalstar share certificates and a duly executed letter of transmittal (in the case of holders of certificates), (ii) surrender to the exchange agent of book-entry shares and a duly executed letter of transmittal (in the case of holders of book-entry shares not held through DTC) or (iii) receipt by the exchange agent of an “agent’s message” (in the case of holders of book-entry shares held through DTC), in each case in compliance with the instructions for surrender, such holders will be entitled to receive the merger consideration, together with any fractional share cash amounts and any dividends or other distributions to which such certificates or book-entry shares become entitled as described below in the “— Dividends and Distributions” section.

The exchange agent will accept the certificates (or affidavits of loss in lieu thereof) or book-entry shares upon compliance with such reasonable terms and conditions as the exchange agent may impose, to effect an orderly exchange in accordance with customary exchange practices. The time that any individual stockholder receives its, his, or her merger consideration will vary depending on the underlying arrangements through which such stockholder holds its, his, or her shares of Globalstar common stock.

In the event of a transfer of ownership of shares of Globalstar common stock that is not registered in Globalstar’s transfer records, merger consideration and any unpaid dividends may be paid to a person other than the person in whose name the surrendered Globalstar share certificate is registered if such certificate is endorsed or otherwise in proper form for transfer and is presented to the exchange agent accompanied by all documents reasonably required by the exchange agent to evidence and effect such transfer and to evidence to the satisfaction of Amazon that any applicable stock transfer or other similar taxes have been paid or is not applicable. Payment of merger consideration for book-entry shares will be made only to the person in whose name those shares are registered.

In the event that a Globalstar share certificate is lost, stolen, or destroyed, the previous holder of the Globalstar share certificate may obtain the merger consideration and the amount of any unpaid dividends in respect of such certificate by (i) making an affidavit in form and substance reasonably acceptable to Amazon regarding the loss, theft or destruction of the Globalstar share certificate and (ii) if required by Amazon or the exchange agent, the posting of a bond (in a reasonable amount as determined by Amazon) as indemnity against any claim that may be made against Amazon with respect to the lost, stolen, or destroyed Globalstar share certificate.

No interest will be paid or accrue on any cash or other merger consideration or any unpaid dividends payable upon surrender of any Globalstar share certificates or in respect of any book-entry shares.

No dividends or other distributions with a record date after the effective time with respect to Amazon common stock will be paid to the holder of any shares of Globalstar common stock until such holder properly surrenders its shares in accordance with the procedures described in this “— Exchange and Payment Procedures” section. After proper surrender, Amazon will cause such holder to be paid, without interest, (i) the amount of any dividends or other distributions with a record date after the effective time of the first merger and paid with respect to such shares

of Amazon common stock to which such holder is entitled pursuant to the merger agreement and (ii) at the appropriate payment date, the amount of any dividends, or other distributions with a record date after the effective time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Amazon common stock.

The shares of Amazon common stock delivered and the cash paid in accordance with the terms of the merger agreement in respect of any shares of Globalstar common stock will be deemed to have been delivered and paid in full satisfaction of all rights pertaining to such shares of Globalstar common stock. From and after the effective time of the first merger, all holders of Globalstar share certificates and book-entry shares (including beneficial owners) will cease to have any rights as stockholders of Globalstar other than the right to receive, upon the surrender of such shares, the merger consideration (together with the fractional share cash amount and any dividends or other distributions to which such shares become entitled in accordance with the merger agreement), without interest. From and after the effective time of the first merger, the stock transfer books of Globalstar will be closed with respect to all shares of Globalstar common stock and Globalstar preferred stock outstanding immediately prior to the effective time of the first merger. From and after the effective time of the first merger, there will be no further registration of transfers on the stock transfer books of Globalstar of Globalstar common stock or Globalstar preferred stock and any certificates or book-entry shares formerly representing shares of Globalstar common stock that are presented to Amazon, the surviving entity or the exchange agent for transfer following the effective time of the first merger will be canceled and exchanged for the merger consideration in accordance with the terms of the merger agreement.

None of the parties to the merger agreement, the surviving corporation, the surviving entity or the exchange agent will be liable to any person with respect to any portion of the exchange fund or the merger consideration delivered to a public official if required by any applicable abandoned property, escheat or similar law. Further, any portion of the merger consideration that remains undistributed to former Globalstar stockholders, immediately prior to the date on which the merger consideration would otherwise escheat to or become the property of any governmental authority will, to the extent permitted by applicable law, become the property of Amazon, free and clear of all claims or interest of any person previously entitled to such claims or interest.

Each party to the merger agreement and the exchange agent will be entitled to deduct and withhold from the merger consideration, the amount paid to holders of Globalstar preferred shares, and any amounts otherwise payable pursuant to the merger agreement to any person, such amounts as are required to be deducted and withheld under the Code or any other applicable tax law. To the extent that amounts are so deducted and withheld and remitted to the appropriate governmental authority, such amounts will be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction and withholding was made.

At the effective time of the first merger:

At the effective time of the first merger:

At the effective time of the first merger:

The merger agreement generally provides that after April 13, 2026, no new offering periods will begin under the Globalstar ESPP, no ESPP participant may increase his or her payroll deduction elections or other contributions (other than for payroll deductions that were elected prior to April 13, 2026) and no individual may become a new participant in the ESPP. The purchase period in effect on April 13, 2026 terminated on the scheduled purchase date for such purchase period, which was June 14, 2026. Each participant’s accumulated contributions were used to purchase shares of Globalstar common stock on such purchase date in accordance with the terms of the ESPP. Contingent on the completion of the mergers, the ESPP will be terminated effective immediately prior to the effective time of the first merger.

Each vested and unexercised Globalstar warrant that is outstanding as of immediately prior to the effective time of the first merger will be automatically exercised on a cashless basis immediately prior to the effective time of the

first merger, entitling the holder thereof to receive a number of shares of Globalstar common stock pursuant to the terms of the warrant amendment agreement, and any shares of Globalstar common stock issued as a result of the cashless exercise will, by virtue of the first merger and without any action on the part of any person, be converted into the right to receive the merger consideration.

In accordance with Globalstar’s Certificate of Designation, at the effective time of the first merger, each share of Globalstar preferred stock outstanding will be automatically converted into the right to receive a liquidating distribution in the initial amount of the liquidation preference of $1,000 per share in cash plus any unpaid accrued dividends on such share.

The merger agreement contains customary representations and warranties of the parties. These include representations and warranties of Globalstar with respect to:

The merger agreement also contains customary representations and warranties of Amazon, Acquisition Sub I and Acquisition Sub II, including among other things:

The representations and warranties made by the parties contained in the merger agreement are qualified as to “knowledge,” “materiality,” or “material adverse effect” (as defined in the merger agreement and described below). The representations and warranties contained in the merger agreement will expire at the effective time of the first merger. The representations, warranties, and covenants made by Globalstar in the merger agreement are qualified by information contained in the confidential disclosure letter delivered to Amazon in connection with the execution of the merger agreement (the “Globalstar disclosure letter”) and by certain filings that Globalstar has made with the SEC prior to the date of the merger agreement, and the representations, warranties and covenants made by Amazon, Acquisition Sub I and Acquisition Sub II in the merger agreement are qualified by certain filings that Amazon has made with the SEC prior to the date of the merger agreement. Stockholders are not third-party beneficiaries of these representations, warranties, and covenants under the merger agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Globalstar or any of its affiliates or of Amazon or any of its affiliates.

A “material adverse effect” with respect to Globalstar or Amazon, as applicable, means any state of facts, condition, change, event, effect, circumstance, occurrence, or development which, individually or in the aggregate, (a) has had or resulted in or would reasonably be expected to have or result in a material adverse effect on the business, financial condition, assets, liabilities or results of operations of Amazon and its subsidiaries or Globalstar and its subsidiaries, as applicable, taken as a whole, or (b) would reasonably be expected to prevent, materially delay or materially impair the ability of Globalstar or Amazon, as applicable, to consummate the mergers, except that with respect to clause (a) only, no such state of facts, condition, change, event, effect, circumstance, occurrence, or development to the extent arising out of or resulting from the following will be deemed to be or constitute a material adverse effect or will be taken into account when determining whether a material adverse effect has occurred or would reasonably be expected to occur:

However, with respect to the exceptions in the first, second, third, and fourth bullets above, to the extent that such state of facts, condition, change, event, effect, circumstance, occurrence, or development has had a disproportionate adverse effect on Amazon and its subsidiaries or Globalstar and its subsidiaries, as applicable, relative to other participants that operate in the industries in which Amazon and its subsidiaries or Globalstar and its subsidiaries, as applicable, participate, the incremental disproportionate adverse effect may be deemed to be or constitute a material adverse effect, or taken into account in determining whether a material adverse effect has occurred or would reasonably be expected to occur.

The merger agreement provides for certain restrictions on Globalstar’s and its subsidiaries’ activities until the earlier of the effective time of the first merger or the date (if any) on which the merger agreement is terminated. In general, except as required by applicable law or order, as consented to in writing by Amazon (which consent shall

not be unreasonably withheld, delayed or conditioned), or as expressly required or expressly permitted pursuant to the merger agreement, subject to specified exceptions set forth in the merger agreement and the Globalstar disclosure letter, Globalstar is required to, and is required to cause its subsidiaries to, conduct its and their respective business, in all material respects, in the ordinary course of business consistent with past practice, use its and their respective commercially reasonable efforts to preserve substantially intact its current business organization, lines of business, material Globalstar permits, Globalstar satellites and all other material assets and use its and their respective commercially reasonable efforts to keep available the services of its and their respective current officers and other key employees and preserve in all material respects its and their respective relationships with all material customers, suppliers, landlords, creditors, licensors, licensees, employees, governmental authorities, and other persons with which it has material business relations; provided that no action by Globalstar or its subsidiaries with respect to matters expressly permitted by the specific restrictions described below will be deemed a breach of the general obligations described in this paragraph. In addition, until the earlier of the effective time of the first merger or the date (if any) on which the merger agreement is terminated, except as expressly permitted or expressly required by the merger agreement, as required by applicable law or order or as consented to in writing by Amazon (such consent not to be unreasonably withheld, conditioned or delayed), subject to specified exceptions set forth in the merger agreement and the Globalstar disclosure letter, Globalstar must not and must not permit any of its subsidiaries to:

The merger agreement also provides for certain restrictions on Amazon’s, Acquisition Sub I’s and Acquisition Sub II’s activities until the earlier of the effective time of the first merger or the date (if any) on which the merger agreement is validly terminated. In general, except as specifically required or permitted by the merger agreement, as required by applicable law or as consented to in writing by Globalstar (which consent shall not be unreasonably withheld, delayed or conditioned), subject to specified exceptions set forth in the merger agreement, Amazon, Acquisition Sub I and Acquisition Sub II must not:

On April 13, 2026, following the execution of the merger agreement, and pursuant to the support agreement, the Supporting Stockholders, which, collectively, on April 13, 2026 owned 74,058,249 shares of Globalstar common stock, representing approximately 57.6% of the aggregate voting power of the 128,598,125 issued and outstanding shares of Globalstar common stock, delivered a written consent in lieu of a meeting of stockholders adopting the merger agreement and approving the transactions contemplated by the merger agreement, including the mergers. Accordingly, the execution and delivery of the written consent was sufficient to adopt the merger agreement and approve the mergers on behalf of Globalstar stockholders and no further action by any Globalstar stockholder is required under applicable law or the merger agreement to adopt the merger agreement, Globalstar has not solicited and will not be soliciting Globalstar stockholders’ vote for or consent to the adoption of the merger agreement and the approval of the transactions contemplated by the merger agreement and will not call a stockholders’ meeting for purposes of voting on the adoption of the merger agreement and the approval of the transactions contemplated by the merger agreement, including the mergers. This information statement/prospectus and the accompanying notice shall constitute notice to Globalstar stockholders from Globalstar of the written consent contemplated by Section 228(e) of the DGCL and are being provided to Globalstar stockholders for informational purposes only. Globalstar has not solicited and is not soliciting Globalstar stockholders’ adoption of the merger agreement or a proxy, and Globalstar stockholders are requested not to send Globalstar a proxy.

Under the terms of the merger agreement, subject to certain exceptions described below, Globalstar has agreed that, from and after the date of the merger agreement until the earlier of the effective time of the first merger or the date (if any) on which the merger agreement is validly terminated, Globalstar will not and will cause each of its subsidiaries and its and their directors and officers and instruct its and their other representatives not to, directly or indirectly:

In addition, under the merger agreement, Globalstar agreed that, except as described under “— Adverse Recommendation Change; Match Rights,” neither the Globalstar board of directors, nor any committee of the Globalstar board of directors, will:

The actions set forth in the bullets above are referred to as an “adverse recommendation change.”

Under the merger agreement, Globalstar also agreed that, except as described under “— Adverse Recommendation Change; Match Rights,” neither the Globalstar board of directors, nor any committee of the Globalstar board of directors, will approve, authorize, cause, permit or recommend, or allow Globalstar or any of its subsidiaries to execute or enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle or any similar document or any contract with respect to any competing proposal (other than an acceptable confidentiality agreement).

In addition, under the merger agreement, Globalstar agreed that it will:

Under the merger agreement, Globalstar may grant waivers, amendments and releases of, and not enforce, any standstill or similar obligation of any third party with respect to Globalstar or any of its subsidiaries to the extent required to allow such third party to confidentially submit a competing proposal, if the Globalstar board of directors (acting upon the recommendation of each of the Globalstar special committee and the Globalstar strategic review

committee) determines in good faith (after consultation with Globalstar’s outside legal counsel and financial advisors) that the failure to take such action would be inconsistent with the directors’ fiduciary duties to Globalstar stockholders under Delaware law and Globalstar must promptly (and in any event within twenty-four (24) hours) notify Amazon of the taking of any such action.

Notwithstanding the prohibitions described above, if, prior to the delivery of the written consent, Globalstar had received a competing proposal that did not result from a breach of Globalstar’s non-solicitation obligations, Globalstar, the Globalstar special committee and their respective representatives could have engaged in negotiations or substantive discussions with, or furnished or provided access to any information and other access to, such person and its representatives and potential financing sources, in each case with respect to the competing proposal, as long as prior to taking such action the Globalstar board of directors (acting upon the recommendation of the Globalstar special committee and Globalstar strategic review committee) had determined in good faith, after consulting with Globalstar’s outside legal counsel and financial advisors, that such proposal had constituted, or would have reasonably been expected to lead to, a superior proposal and that the failure to take such actions would be inconsistent with the directors’ fiduciary duties to Globalstar stockholders under applicable Delaware law; provided that, prior to providing any such non-public information, (x) the person making the competing proposal had entered into a confidentiality agreement that contained terms that were not less favorable in the aggregate to Globalstar than those contained in the confidentiality agreement between Amazon and Globalstar (it being understood that the confidentiality agreement is not required to include a standstill provision), and (y) Globalstar also had promptly (and in any event within twenty-four (24) hours) provided Amazon any non-public information furnished to such other person or its representatives that was not previously furnished to Amazon or its representatives. This right was no longer exercisable upon the delivery of the written consent. No competing proposals were received by Globalstar prior to the delivery of the written consent.

Under the merger agreement, Globalstar is obligated to notify Amazon promptly (and in any event within twenty-four (24) hours of receipt) of any receipt by Globalstar or its representatives of any competing proposal, any proposal or offer that would reasonably be expected to lead to a competing proposal or any inquiry or request for non-public information or access to properties, books and records relating to a competing proposal or that would reasonably be expected to lead to a competing proposal. The notice must be in writing and include the identity of the person making the competing proposal, proposal, offer, inquiry, or request and the terms and conditions of any such competing proposal, proposal, offer, inquiry, or request, and complete unredacted copies of all documents and communications received by Globalstar or any of its representatives setting forth the terms and conditions of, or otherwise relating to, such competing proposal, proposal, offer, inquiry, or request. Globalstar also must keep Amazon informed on a reasonably current basis (and in any event within twenty-four (24) hours) of the status, including any changes, amendments or modifications to the financial or other terms and conditions of any such competing proposal, proposal, offer, inquiry, or request. Globalstar must promptly provide Amazon (and in any event within 24 hours) with unredacted copies of all written proposals or offers (or, with respect to any oral proposals or offers, a written summary of the material terms of such proposal), or draft agreements sent to or provided to Globalstar or any of its representatives with respect to a competing proposal, proposal, offer, inquiry, or request (along with all schedules and exhibits thereto and any financing commitments relating to such competing proposal), as well as any written communications (or, with respect to any substantive oral communications, a written summary of such communications) relating to the terms and conditions of such competing proposal.

A “competing proposal” for purposes of this information statement/prospectus and the merger agreement means any proposal, indication of interest or offer made by any person (other than Amazon, Acquisition Sub I, Acquisition Sub II or any of their affiliates) or “group” (as defined in Section 13(d)(3) of the Exchange Act) contemplating or otherwise relating to any transaction or series of related transactions (other than the transactions contemplated by the merger agreement) involving:

An “intervening event” for purposes of this information statement/prospectus and the merger agreement means any material state of facts, condition, change, event, effect, circumstance, occurrence, or development with respect to Globalstar and its subsidiaries, taken as a whole, occurring or arising after the date of the merger agreement that:

In no event will any action that is taken by Amazon or Globalstar to the extent required by the affirmative covenants set forth in the merger agreement relating to consents and filings (and the consequences of any such action) or changes in the general economic, financial, or geopolitical conditions, or changes in conditions in the global, international or domestic economy of financial markets generally constitute or be taken into account in determining whether an “intervening event” has occurred.

A “superior proposal” for purposes of this information statement/prospectus and the merger agreement means a bona fide unsolicited written competing proposal made by a third party on terms and conditions that the Globalstar board of directors (acting upon the recommendation of each of the Globalstar special committee and the strategic review committee) determines in good faith (after consultation with its outside legal counsel and financial advisors) (i) is reasonably likely to be consummated in accordance with its terms (taking into account all financial, regulatory, financing, conditionality, legal, and other terms and conditions) and (ii) if consummated, would be more favorable, from a financial point of view, to Globalstar stockholders (in their capacity as such) than the mergers and the other transactions contemplated by the merger agreement, taking into account all of the terms and conditions of such competing proposal and the merger agreement (in each case, including all of the financial, regulatory, financing, conditionality, legal, and other terms and conditions, and any changes to the terms of the merger agreement committed to by Amazon to Globalstar in writing in response to such competing proposal). When determining whether an offer constitutes a superior proposal, references in the term “competing proposal” to “twenty percent (20%)” will be replaced with references to “eighty percent (80%).”

The Globalstar board of directors directed that the merger agreement be submitted to Globalstar stockholders for adoption by written consent in lieu of a meeting and, subject to the terms and conditions of the merger agreement, resolved to recommend that Globalstar stockholders vote to adopt the merger agreement. The merger agreement requires that, subject to certain exceptions set forth in the merger agreement, the Globalstar board of directors does not make an adverse recommendation change as defined in the above section. Notwithstanding the foregoing, prior to Globalstar’s receipt of the written consent, the Globalstar board of directors (acting upon the recommendation of each of the Globalstar strategic review committee and the Globalstar special committee) was permitted to:

No intervening event occurred, and no competing proposals were received by Globalstar prior to Globalstar’s receipt of the written consent.

Under the merger agreement, prior to making an adverse recommendation change or terminating the merger agreement to enter into a definitive agreement providing for a superior proposal, Globalstar must provide Amazon five (5) business days’ prior written notice advising Amazon that it intends to make an adverse recommendation change or terminate the merger agreement and its reasons for doing so. If the adverse recommendation change is due to a superior proposal, the notice must specify the terms and conditions of such superior proposal, the identity of the person or group making such superior proposal and a copy of the existing drafts of the definitive agreement provided for the superior proposal (provided that Amazon is required to keep all such documents and their terms confidential in accordance with the terms of the confidentiality agreement with Globalstar). If the adverse recommendation change is due to an intervening event, the notice must specify a reasonable description of such intervening event (provided that Amazon is required to keep all such information confidential in accordance with the terms of the confidentiality agreement with Globalstar). In each case, during the five (5) business day period, if requested by Amazon, Globalstar must and must cause its subsidiaries and its and their representatives to negotiate in good faith any proposal by Amazon to amend the merger agreement or otherwise in a manner that would eliminate the need for the Globalstar board of directors to make an adverse recommendation change, and the Globalstar board of directors (acting upon the recommendation of the Globalstar special committee and the Globalstar strategic review committee) must make all of the required determinations in good faith regarding its fiduciary duties again at the end of such five (5) business day negotiation period (after consultation with its outside legal counsel and financial advisors). With respect to any adverse recommendation change in response to an intervening event or superior proposal, if there is any material development related to the intervening event or any amendment or revision to the financial or other material terms of the then existing superior proposal, Globalstar must again comply with the obligations described in this paragraph, except that references to the applicable five (5) business day period will be replaced with three (3) business days.

Nothing in the merger agreement prohibits Globalstar or the Globalstar board of directors from taking or disclosing to Globalstar stockholders any position contemplated by Rules 14d-9 and 14e-2(a) under the Exchange Act, or from otherwise making disclosures to comply with applicable law. With respect to disclosures to comply with applicable law, a “stop, look and listen” communication to Globalstar stockholders under Rule 14d-9(f) or any factual public statement made that describes Globalstar’s receipt of a competing proposal, including statements about how the merger agreement operates with respect to such proposal, will not be treated as an adverse recommendation change and will not give Amazon the right to terminate the merger agreement. Any disclosure

made as permitted under applicable law relating to a competing proposal other than a “stop, look and listen” communication will be treated as an adverse recommendation change unless the Globalstar board of directors reaffirms its recommendation that Globalstar stockholders adopt the merger agreement, and any adverse recommendation change must be made in accordance with the requirements described above.

The merger agreement provides that from the date of the merger agreement until the earlier of the effective time of the first merger or the date (if any) the merger agreement is validly terminated, to the extent permitted by applicable law, upon reasonable notice, Globalstar will, and will cause each of its subsidiaries and its and their respective representatives to, give Amazon and its representatives reasonable access during normal business hours in such manner that does not unreasonably interfere with the normal operations of Globalstar and its subsidiaries to the properties, books and records of Globalstar and its subsidiaries and, during such period, will, and will cause each of its subsidiaries to, furnish promptly to such Amazon representatives all information concerning the business, properties and personnel of Globalstar and its subsidiaries as may reasonably be requested by Amazon or its representatives (acting on Amazon’s behalf). However, Globalstar and any of its subsidiaries or representatives are not required to provide access to or disclose information that may not be disclosed, including, but not limited to, pursuant to certain contractual or legal restrictions or that is subject to attorney-client, attorney work product, or other legal privilege, in each case subject to certain exceptions and requirements to make substitute arrangements.

Commencing at the effective time of the first merger and ending on the first anniversary of the effective time of the first merger (or, if earlier, the date on which a continuing employee ceases to be employed by Amazon, the surviving entity or any of their affiliates), Amazon will provide each continuing employee with (i) a base salary and wage rate and target short-term incentive compensation opportunities that are, in the aggregate, no less favorable than those provided to each such continuing employee immediately prior to the effective time of the first merger (it being understood that (x) all applicable short-term incentive compensation arrangements in effect immediately prior to the effective time of the first merger are as described in the Globalstar disclosure letter or adopted or amended in accordance with the merger agreement and (y) any post-closing target short-term incentive compensation will be payable solely in cash), (ii) employee benefits (excluding severance, retention, change in control, equity and long-term cash incentive compensation, employee stock purchase plan participation, defined benefit pension and post-employment health and welfare benefits) that are substantially comparable in the aggregate to those provided to such continuing employee immediately prior to the effective time of the first merger and (iii) severance payments and benefits to each continuing employee whose employment is terminated without cause during the period between the effective time of the first merger and the one year anniversary that are no less favorable than the severance payments and benefits that such continuing employee is eligible to receive under any applicable severance plan, policy, practice or arrangement sponsored or maintained by Globalstar or any of its subsidiaries in accordance with the terms of such arrangement as in effect immediately prior to the effective time of the first merger.

At the effective time of the first merger, Amazon will use commercially reasonable efforts to provide that each continuing employee be given service credit for all purposes, including for eligibility to participate, benefit levels and eligibility for vesting under Amazon’s employee benefit plans and arrangements (collectively, the “Amazon benefit plans”) with respect to his or her length of service with Globalstar (and its subsidiaries and predecessors) prior to the closing of the mergers, except that the foregoing will not (i) result in the duplication of benefits or (ii) be recognized with respect to benefit accruals under any defined benefit pension plan, for any purpose under any post-employment health or welfare benefit plan or under any plan, program or arrangement that is grandfathered or frozen, either with respect to level of benefits or participation.

To the extent continuing employees become eligible to participate in Amazon benefit plans after the effective time of the first merger, Amazon will use commercially reasonable efforts to (i) make them immediately eligible to participate in any and all Amazon benefit plans to the extent it replaces coverage the continuing employee is entitled to under a comparable Globalstar benefit plan and (ii) for purposes of Amazon benefit plans providing medical, dental, pharmaceutical and/or vision benefits to any continuing employee after the effective time of the first merger, (a) waive all pre-existing condition limitations, exclusions, waiting periods and actively at work requirements for such continuing employee and covered dependents and (b) cause eligible expenses incurred by such continuing employee and covered dependents under a Globalstar benefit plan prior to such continuing employee becoming eligible to participate in such Amazon benefit plan to be taken into account for purposes of satisfying deductible,

co-insurance, co-payment and maximum out of pocket requirements applicable for the applicable plan year as if such amounts had been paid under the new Amazon benefit plan.

In respect of each continuing employee’s annual bonus (including any annual bonus pursuant to an arrangement that may be adopted or amended in accordance with the merger agreement) for the calendar year in which the closing date occurs (the “closing year annual bonus”), Amazon will pay to each continuing employee the closing year annual bonus in an amount no less than the product of (a) such continuing employee’s full bonus entitlement (including any portion of such entitlement that would ordinarily be settled in cash and any portion of such entitlement that would ordinarily be settled in shares of Globalstar common stock) under the applicable Globalstar benefit plan, assuming actual performance, extrapolated through the end of the applicable calendar year based on actual performance through the closing date, as determined in good faith by Globalstar prior to the closing date in consultation with Amazon, multiplied by (b) a fraction, the numerator of which equals the number of days that have elapsed from the first day of the calendar year in which the closing date occurs through the closing date and the denominator of which equals the total number of calendar days in such calendar year (the “closing year annual bonus payment”); provided that, notwithstanding the terms of any applicable Globalstar benefit plan, the closing year annual bonus payment will be payable at the same time that annual bonuses would have been paid absent the mergers (it being understood that the closing year annual bonus payment will be paid solely in cash), subject to the continuing employee’s continued employment with Globalstar or its affiliates through the applicable payment date or an earlier termination of employment by Amazon or any of its affiliates other than for cause (as determined by Amazon in accordance with its past practice).

If requested by Amazon in writing no later than ten (10) business days prior to the effective time of the first merger, Globalstar will (a) adopt resolutions to terminate Globalstar’s 401(k) plans, effective as of the day immediately preceding the day on which the effective time of the first merger occurs and (b) provide Amazon with evidence that Globalstar’s 401(k) plans have been terminated, with the termination of Globalstar’s 401(k) plans effective as of the day immediately preceding the day on which the effective time of the first merger occurs, pursuant to a duly adopted resolution of Globalstar (the form and substance of which will be subject to review and comment by Amazon, which comments will be considered by Globalstar in good faith) at least two business days prior to the day on which the effective time of the first merger occurs. Amazon will take all commercially reasonable steps necessary to permit each eligible continuing employee who has received an eligible rollover distribution from Globalstar’s 401(k) plans, if any, to roll such eligible rollover distribution (including any associated plan loans) into an account under Amazon’s 401(k) plan, in accordance with and subject to the terms of Globalstar’s 401(k) plan and the Code.

The merger agreement requires that Amazon, Acquisition Sub I and Acquisition Sub II agree that all rights to exculpation, indemnification, contribution and advancement of expenses for facts, events, acts or omissions occurring at or prior to the effective time of the first merger in favor of the D&O Indemnified Parties, as provided in the respective organizational documents of Globalstar or its subsidiaries or in any agreement for indemnification in a standard form made available to Amazon, in effect as of the closing, will survive the mergers in accordance with their terms (it being agreed that after the closing such rights shall be mandatory rather than permissive, if applicable), which provisions shall not, for a period of six (6) years from the effective time of the first merger, be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the D&O Indemnified Parties.

The merger agreement further requires Amazon to, and to cause the surviving entity to, (i) indemnify, defend, hold harmless and advance expenses to the D&O Indemnified Parties (in their capacities as such) with respect to all facts, events, acts or omissions at any time prior to and including the effective time of the first merger (including any matters arising in connection with the merger agreement or the transactions contemplated by the merger agreement), to the fullest extent that Globalstar or its subsidiaries are permitted by applicable law; and (ii) pay in advance of the final disposition of any action against the D&O Indemnified Party the expenses (including reasonable attorneys’ fees) of any D&O Indemnified Party upon receipt (if required by applicable law, the organizational documents of the surviving entity or any applicable indemnification agreement) of a written undertaking to repay the amount paid or reimbursed if it is ultimately determined that such D&O Indemnified Party is not permitted to be indemnified under applicable law. Further, Amazon may not (and will cause the surviving entity not to) settle or compromise or consent

to the entry of any judgment or otherwise seek termination with respect to any action to which any D&O Indemnified Party is a party, unless such settlement, compromise, consent or termination includes an unconditional release of all of the D&O Indemnified Parties covered by the action from all liability arising out of such action.

The merger agreement further requires that for at least six (6) years after the effective time of the first merger, Amazon will (and will cause the surviving entity to) maintain in full force and effect the coverage provided by the existing D&O insurance policies or provide substitute policies (with Globalstar’s existing insurance carriers or with insurance carriers having an A.M. Best financial strength rating of at least an “A-”) for Globalstar, its subsidiaries and the D&O Indemnified Parties who are currently covered by such existing D&O insurance policies, in either case, with limits and on terms and conditions no less advantageous to the D&O Indemnified Parties than the existing D&O insurance policies, covering claims and other matters arising from facts, events, acts, omissions or other matters that occurred at or prior to the effective time of the first merger, including the transactions contemplated by the merger agreement (provided that Amazon or the surviving entity, as applicable, is not required to pay an aggregate annual premium for such insurance in excess of the maximum D&O amount, but in such case shall purchase the most advantageous such coverage as possible for the maximum D&O amount). In lieu of such insurance, prior to the effective time of the first merger, Globalstar may purchase prepaid, non-cancellable six (6) year tail coverage, effective as of the effective time of the first merger, with limits and on terms and conditions no less advantageous to the D&O Indemnified Parties than the existing D&O insurance policies, covering claims and other matters arising from facts, events, acts, omissions or other matters that occurred at or prior to the effective time of the first merger, including the transactions contemplated by the merger agreement (provided that the aggregate premium for the tail coverage shall not exceed the maximum D&O amount), provided further that if the tail coverage is not reasonably available or the aggregate premium for the tail coverage exceeds the maximum D&O amount, then Globalstar must obtain the most advantageous such tail coverage available for a cost not exceeding the maximum D&O amount, unless otherwise directed by Amazon to exceed the maximum D&O amount, and Amazon will cause the surviving entity (or its applicable subsidiaries) to maintain such tail coverage in full force and effect, without any modification, and continue to honor the related obligations. In that event, Amazon would cease to have any obligations to maintain the existing D&O insurance policies.

The merger agreement contains additional agreements of Amazon, Acquisition Sub I, Acquisition Sub II, and Globalstar relating to, among other things, the following matters:

The respective obligations of each party to effect the mergers are subject to the satisfaction (or waiver by Globalstar and Amazon) of the following conditions:

The obligations of Amazon, Acquisition Sub I, and Acquisition Sub II to effect the mergers are further subject to the satisfaction or waiver of the following additional conditions:

The obligations of Globalstar to effect the mergers are further subject to the satisfaction or waiver of the following additional conditions:

The merger agreement provides that the merger agreement may be terminated at any time prior to the effective time of the first merger, whether before or after Globalstar’s receipt of the written consent (except as otherwise expressly provided in the merger agreement), in the following ways: