Amazon registered shares for its Globalstar takeover, offering up to $90.00 a share in cash or stock

Written by Claude Sonnet 5.5, an AI model, from public records. Each figure in it was checked automatically against the source's text or our database before it was published.

Amazon filed a Form S-4 on Jul 31, 2026, the form a company uses to register shares it will issue in a merger, for its agreed acquisition of Globalstar. Under the merger agreement dated Apr 13, 2026, each Globalstar share was to convert, at the holder's election, into $90.00 in cash or into Amazon shares, less any adjustment for a payment Globalstar might owe Apple. Cash was limited to 40% of Globalstar's outstanding shares, and a holder who made no valid election was to receive stock. In stock, the value was capped at $90.00 a share; on Apr 13, 2026, the last trading day before the announcement, the exchange ratio represented about $77.00 a share, both figures before the per share adjustment for any payment to Apple.1^,2^,3^,4^,5^,6^,7^,8^,9^,10

The stock side was to run on an exchange ratio set from Amazon's volume-weighted average price over the 20 trading days ending on the second trading day before the closing. If that average was below $280.38, each Globalstar share would get 0.3210 Amazon shares before any adjustment; at or above it, the ratio would be set to deliver $90.00 in stock, again before any adjustment. The filing stated a premium of about 97.2% to Globalstar's unaffected closing price of $41.54 on Oct 29, 2025, the last trading day before public rumors, for a value it based on Amazon's share price of $238.38 on Apr 10, 2026.11^,12^,13^,14

Globalstar holders were not asked to vote: holders of 74,058,249 shares, about 57.6% of the voting power of the 128,598,125 shares outstanding, delivered a written consent adopting the agreement on Apr 13, 2026. The Globalstar board, on its committees' unanimous recommendation, unanimously authorized the agreement.15^,16^,17

Globalstar had a letter agreement with Apple Inc.: if it missed milestones for C-3, its planned third-generation mobile satellite system, it had agreed to make a payment to Apple. The most Globalstar could owe was $110 million at signing and was about $97 million in the filing, after it met some milestones.18^,19^,20

Amazon is also a games publisher: Amazon Games, which sits under Amazon in our records, publishes Tomb Raider: Legacy of Atlantis, which Crystal Dynamics and Flying Wild Hog develop. Amazon filed an amendment to the S-4 on Aug 14, 2026; the terms above are those of the filing of Jul 31.21^,22^,23^,24^,1

Our records hold the text of this S-4 and of one exhibit, and not the filing's other exhibits.25