Equity Compensation Plan Information
The following table sets forth information regarding outstanding stock options and restricted stock unit awards and the Class A Shares reserved for future issuance under our equity compensation plans, including the Stock Incentive Plans, Director Plans and the ESPP, as of December 31, 2025:
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| | | | | | | | Number of |
| | | Number of | | | | | Securities |
| | | Securities to | | Weighted- | | | Remaining |
| | | be Issued | | Average | | | Available for |
| | | Upon | | Exercise | | | Future Issuance |
| | | Exercise of | | Price of | | | Under Equity |
| | | Outstanding | | Outstanding | | | Compensation |
| | | Options, | | Options, | | | Plans (excluding |
| | | Warrants | | Warrants | | | securities |
| | | and Rights | | and Rights | | | reflected in |
| Plan Category | | (a) | | (b) (1) | | | column (a)) (c) (2) |
| Equity compensation plans approved by security holders | | 11,608,152 | | $ | 56.09 | | 23,739,126 |
| Equity compensation plans not approved by security holders | | — | | | — | | — |
| Total | | 11,608,152 | | $ | 56.09 | | 23,739,126 |
| (1) | The calculation of the weighted-average exercise price of outstanding options, warrants and rights excludes restricted stock units that provide for the issuance of Class A Shares upon vesting because these awards do not require payment of an exercise price in order to obtain the underlying shares upon vesting. |
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| (2) | These securities are composed of 19,916,106; 599,662; and 3,223,358 Class A Shares remaining available for future issuance under our Stock Incentive Plan, Director Plans and ESPP, respectively. The annual maximum that any employee may purchase under our ESPP is $25,000 in fair market value of Class A Shares per year. Our 2008 Stock Incentive Plan expired on January 1, 2018, and no new awards have been or will be granted under this plan after May 2, 2017, but any awards previously granted under this plan remain outstanding and will vest and/or be exercised in accordance with their terms. The shares available for issuance under the 2008 Class B Chairman Stock Option Plan are not included. |
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Equity Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, to the best of our knowledge, the beneficial ownership of our voting securities as of the close of business on April 24, 2026 by: (i) each person known by us to be the beneficial owner of more than five percent of any class of our voting securities; (ii) each of our current directors; (iii) our Chief Executive Officer and principal financial officer, and the next three most highly compensated executive officers in 2025 (collectively, the “Named Executive Officers” or “NEOs”); and (iv) all of our current directors and executive officers as a group. Unless otherwise indicated, each person listed in the following table (alone or with family members) has sole voting and dispositive power over the shares listed opposite such person’s name.
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| | | Amount and | | | | | |
| | | Nature of | | | | Total | |
| | | Beneficial | | Percentage | | Voting | |
| Name (1) | | Ownership | | of Class (2) | | Power (3) | |
| Class A Common Stock: | | | | | | | |
| Charles W. Ergen (4), (5) | | 148,681,314 | | 51.0 | % | 90.3 | % |
| Cantey M. Ergen (6) | | 147,197,344 | | 50.8 | % | 90.3 | % |
| FMR LLC (7) | | 24,487,776 | | 15.5 | % | 1.6 | % |
| BlackRock, Inc. (8) | | 13,736,010 | | 8.7 | % | * | |
| James DeFranco (9) | | 4,752,329 | | 3.0 | % | * | |
| Hamid Akhavan (10) | | 966,574 | | * | | * | |
| Tom A. Ortolf (11) | | 62,920 | | * | | * | |
| Dean A. Manson (12) | | 59,841 | | * | | * | |
| Paul W. Orban (13) | | 50,648 | | * | | * | |
| John W. Swieringa (14) | | 49,555 | | * | | * | |
| Lisa W. Hershman (15) | | 40,000 | | * | | * | |
| R. Stanton Dodge (16) | | 36,979 | | * | | * | |
| William D. Wade (17) | | 35,633 | | * | | * | |
| George R. Brokaw (18) | | 28,016 | | * | | * | |
| Paul Gaske (19) | | 25,901 | | * | | * | |
| Stephen J. Bye (20) | | 24,161 | | * | | * | |
| Kathleen Q. Abernathy (21) | | 7,020 | | * | | * | |
| All Directors and Executive Officers as a Group (15 persons) (22) | | 154,831,119 | | 54.9 | % | 90.7 | % |
| Class B Common Stock: | | | | | | | |
| Charles W. Ergen | | 131,348,468 | | 100.0 | % | 0.0 | % |
| Cantey M. Ergen | | 131,348,468 | | 100.0 | % | 0.0 | % |
| All Directors and Executive Officers as a Group (15 persons) (22) | | 131,348,468 | | 100.0 | % | 0.0 | % |
*Less than 1%.
| (1) | Except as otherwise noted below, the address of each such person is 9601 S. Meridian Blvd., Englewood, Colorado 80112. As of the close of business on April 24, 2026, there were 158,459,167 outstanding Class A Shares and 131,348,468 outstanding Class B Shares. Each Class B Share is convertible, at the option of the holder, into one Class A Share. |
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| (2) | Describes the ownership percentage of each class of shares beneficially owned by each beneficial owner. For the Class A Shares, the calculation assumes the conversion only of the Class B Shares beneficially owned by the applicable beneficial owner into Class A Shares and gives effect to the exercise of options and vesting of restricted stock units, if any, held by the applicable beneficial owner that are either currently exercisable or vested as of, or may become exercisable or may vest within 60 days after, April 24, 2026. |
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| (3) | Describes the total voting power of each beneficial owner taking into account all classes of shares beneficially owned by the applicable beneficial owner. The calculation assumes no conversion of any Class B Shares owned by any beneficial owner and gives effect to the exercise of options and vesting of restricted stock units, if any, held by the applicable beneficial owner that are either currently exercisable or vested as of, or may become exercisable or vest within 60 days after, April 24, 2026. Each Class B Share is entitled to ten votes per share. |
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| (4) | Mr. Ergen is deemed to own beneficially all of the Class A Shares owned by his spouse, Cantey M. Ergen, except for 13,508 Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of April 24, 2026. Mr. Ergen’s beneficial ownership includes: (i) 11,140,269 Class A Shares; (ii) 11,404 Class A Shares held in our 401(k) Plan; (iii) 1,497,478 Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of April 24,2026; (iv) 1,967 Class A Shares held by Mrs. Ergen; (v) 1,313 Class A Shares |
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| held in our 401(k) Plan by Mrs. Ergen; (vi) 11,921 Class A Shares held by one of Mr. and Mrs. Ergen’s children; (vii) 766,443 Class A Shares held by a charitable foundation for which Mr. Ergen is an officer and for which he shares investment and voting power with Mrs. Ergen; (viii) 1,551,355 shares of Class A Common Stock held by CONX Corp. (“CONX”) and beneficially owned indirectly by Mr. Ergen through nXgen Opportunities, LLC (“nXgen”), which controls CONX; (ix) 2,087,989 Class B Shares owned beneficially directly by Mr. Ergen; (x) 2,350,696 Class A Shares and 57,591,752 Class B Shares held by Telluray Holdings, LLC (“Telluray Holdings”), for which Mrs. Ergen has sole voting power as a manager of Telluray Holdings and for which Mr. Ergen and Mrs. Ergen share dispositive power as the managers of Telluray Holdings; and (xi) 71,668,727 Class B Shares owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of certain trusts established by Mr. Ergen for the benefit of his family (see (5) below in the notes to the table). Mr. Ergen’s beneficial ownership excludes 313,649 Class A Shares held by certain trusts established by Mr. Ergen for the benefit of his family. |
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| (5) | Because each Class B Share is entitled to 10 votes per share, Mr. Ergen owns beneficially equity securities of the Corporation representing approximately 90.3% of the voting power of the Corporation (assuming no conversion of the Class B Shares and after giving effect to the exercise of Mr. Ergen’s employee stock options that are either currently exercisable or may become exercisable within 60 days of the Record Date). Mr. Ergen’s beneficial ownership includes: (i) 3,306,885 Class B Shares owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Ergen Two-Year May 2024 SATS GRAT; (ii) 18,561,842 Class B Shares owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Ergen Two-Year July 2024 SATS GRAT; (iii) 25,000,000 Class B Shares owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Ergen Two-Year May 2025 SATS GRAT; (iv) 16,800,000 Class B Shares owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Ergen Two-Year June 2025 SATS GRAT; and (v) 8,000,000 Class B Shares owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Ergen Two-Year July 2025 SATS GRAT. Pursuant to the Amended Support Agreement (which was signed as part of the Merger), Mr. Ergen and the other Ergen stockholders have agreed not to vote, or cause or direct to be voted, the Class A Shares owned by them, other than with respect to any matter presented to the holders of Class A Shares on which holders of Class B Shares are not entitled to vote, for three years following the closing of the Merger. As a result, Mr. Ergen’s effective total voting power is approximately 89.4%. |
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| (6) | Mrs. Ergen beneficially owns all of the Class A Shares owned by her spouse, Mr. Ergen, except for 1,497,478 Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of April 24, 2026. Mrs. Ergen also beneficially owns 13,508 Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of April 24, 2026. |
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| (7) | The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. Of the Class A Shares beneficially owned, FMR LLC has sole voting power as to 24,103,068 Class A Shares and sole dispositive power as to 24,487,776 Class A Shares. The foregoing information is based solely upon a Schedule 13G filed by FMR LLC with the SEC on February 6, 2026. |
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| (8) | The address of BlackRock, Inc. (“BlackRock”) is 50 Hudson Yards, New York, New York 10001. Of the Class A Shares beneficially owned, BlackRock has sole voting power as to 13,166,282 Class A Shares and sole dispositive power as to 13,736,010 Class A Shares. The foregoing information is based solely upon a Schedule 13G filed by BlackRock with the SEC on April 24, 2026. |
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| (9) | Mr. DeFranco’s beneficial ownership includes: (i) 1,688 Class A Shares; (ii) 49,958 Class A Shares held in our 401(k) Plan; (iii) 27,370 Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of April 24, 2026; (iv) 598,907 Class A Shares controlled by Mr. DeFranco as manager of a limited liability company; (v) 1,375,437 Class A Shares controlled by Mr. DeFranco as manager of a different limited liability company; (vi) 1,883,387 Class A Shares controlled by Mr. DeFranco as general partner of a limited partnership; and (vii) 815,582 Class A Shares held by Mr. DeFranco as a general partner of a different limited partnership. |
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| (10) | Mr. Akhavan beneficial ownership includes: (i) 823,293 Class A Shares; (ii) 364 Class A Shares held in our 401(k) Plan; and (iii) 142,917 Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of April 24, 2026. |
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| (11) | Mr. Ortolf’s beneficial ownership includes: (i) 3,698 Class A Shares; (ii) 23,508 Class A Shares subject to nonemployee director stock options that are either currently exercisable or may become exercisable within 60 days of April 24, 2026; (iii) 70 Class A Shares held in the name of one of his children; and (iv) 35,644 Class A Shares held by a partnership of which Mr. Ortolf is a partner and are held as collateral for a margin account. |
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| (12) | Mr. Manson’s beneficial ownership includes: (i) 4,998 Class A Shares; (ii) 1,143 Class A Shares held in our 401(k) Plan; and (iii) 53,700 Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of the April 24, 2026. |
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| (13) | Mr. Orban’s beneficial ownership includes: (i) 547 Class A Shares; (ii) 37 Class A Shares held in our 401(k) Plan; and (iii) 50,064 Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of the April 24, 2026. |
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| (14) | Mr. Swieringa’s beneficial ownership includes: (i) 4,412 Class A Shares; (ii) 845 Class A Shares held in our 401(k) Plan; and (iii) 44,298 Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of April 24, 2026. |
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| (15) | Ms. Hershman’s beneficial ownership includes 40,000 Class A Shares subject to nonemployee director stock options that are either currently exercisable or may become exercisable within 60 days of April 24, 2026. |
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| (16) | Mr. Dodge’s beneficial ownership includes: (i) 338 Class A Shares; (ii) 35,000 Class A Shares subject to nonemployee director stock options that are either currently exercisable or may become exercisable within 60 days of April 24, 2026; and (iii) 1,641 Class A Shares held in our 401(k) Plans. |
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| (17) | Mr. Wade’s beneficial ownership includes: (i) 190 Class A Shares; (ii) 35,000 Class A Shares subject to nonemployee director stock options that are either currently exercisable or may become exercisable within 60 days of April 24, 2026; and (iii) 443 Class A Shares held by Mr. Wade in an irrevocable trust. |
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| (18) | Mr. Brokaw’s beneficial ownership includes: (i) 4,508 Class A Shares; and (ii) 23,508 Class A Shares subject to nonemployee director stock options that are either currently exercisable or may become exercisable within 60 days of April 24, 2026. |
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| (19) | Mr. Gaske’s beneficial ownership includes: (i) 233 Class A Shares; (ii) 37 Class A Shares held in our 401(k) Plan; and (iii) 25,631 Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of the April 24, 2026. |
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| (20) | Mr. Bye’s beneficial ownership includes: (i) 653 Class A Shares; and (ii) 23,508 Class A Shares subject to nonemployee director stock options that are either currently exercisable or may become exercisable within 60 days of April 24, 2026. |
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| (21) | Ms. Abernathy’s beneficial ownership includes: (i) 266 Class A Shares; and (ii) 6,754 Class A Shares subject to nonemployee director stock options that are either currently exercisable or may become exercisable within 60 days of April 24, 2026. |
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| (22) | Includes: (i) 11,985,093 Class A Shares; (ii) 65,429 Class A Shares held in our 401(k) Plans; (iii) 2,042,244 Class A Shares subject to employee and nonemployee director stock options that are either currently exercisable or may become exercisable within 60 days of April 24 2026; (iv) 8,611,008 Class A Shares held in partnerships or limit liability companies; (v) 131,348,468 Class A Shares issuable upon conversion of Class B Shares; (vi) 12,434 Class A Shares held in the name of, or in trust for, children and other family members; and (vii) 766,443 Class A Shares held by a charitable foundation. Class A Shares and Class B Shares beneficially owned by both Mr. and Mrs. Ergen are only included once in calculating the aggregate number of shares owned by directors and executive officers as a group. |
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Changes in Control
We are not aware of any arrangements that may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.
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