EchoStar (ECHO) 10-K risk factor changes: FY2024 vs FY2023

If any of the following events occur or evolve in a way different than expected, our business, financial condition, [added: or] results of [removed: operation] [added: operations] could be materially and adversely affected.

Our Pay-TV business faces substantial competition from established pay-TV providers and broadband service providers and increasing competition from companies providing/facilitating the delivery of video content via the Internet to computers, [removed: televisions,] [added: televisions] and other streaming and mobile devices, including, but not limited to, wireless service providers.

Mergers and acquisitions, joint ventures and alliances among cable television providers, telecommunications companies, programming providers and others may result in, among other things, greater scale and financial leverage and increase the availability of offerings from providers capable of bundling video, broadband and/or wireless services in competition with our [removed: services,] [added: services] and may exacerbate the risks described herein.

There can be no assurance that our gross new DISH TV subscriber activations, net DISH TV subscriber [removed: additions,] [added: additions] and DISH TV churn rate will not continue to be negatively impacted and that the pace of such negative impact will not accelerate.

For example, these technological advancements, changes in consumer [removed: behavior,] [added: behavior] and the increasing number of choices available to consumers regarding the means by which consumers obtain video content may cause DISH TV subscribers to disconnect our services (“cord cutting”), downgrade to smaller, less expensive programming packages (“cord shaving”) or elect to purchase through online content providers a certain portion of the services that they would have historically purchased from us.

As a result of certain acquisitions we have entered the [removed: retail wireless] [added: Wireless] business.

The wireless services industry has incumbent and established competitors such as Verizon, AT&T and [removed: T-Mobile] [added: T-Mobile, each] with substantial market share.

Business – Overview – [added: Wireless -] Business Strategy – [removed: Retail] Wireless”_ and _“Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations – Wireless [removed: – Retail Wireless”_] [added: Segment”_] in this Annual Report on Form 10-K for further information.

It also depends on how successfully we anticipate and respond to various competitive factors affecting the industry, including, among others, new technologies and business models, products and services that may be introduced by competitors, changes in consumer preferences, the demand for and usage of data, video and other voice and non-voice services, demographic trends, economic [removed: conditions,] [added: conditions] and discount pricing and other strategies that may be implemented by competitors.

Our success and financial results also depend on, among other factors, our ability to achieve a lower cost structure in our 5G Network Deployment and commercialization of our [removed: network.][added: 5G Network.]

As we complete our 5G Network Deployment and [added: continue to] transition [removed: a portion of] our business to [removed: a] [added: an] MNO from an MVNO, our results of operations and financial performance will depend in part on our ability to offer wireless services more cost effectively than we are able to do so through the use of our current MVNO agreements.

Our efforts involve significant expense and require strategic management decisions on, and timely implementation of, among other things, equipment choices, network deployment and [removed: management,] [added: management] and service offerings.

In particular, the FCC imposes significant regulation on licensees of wireless spectrum with respect to, among other things, how radio spectrum is used by licensees, the nature of the services that licensees may offer and how the services may be [removed: offered,] [added: offered] and resolution of issues of interference between spectrum bands.

The FCC grants wireless licenses for terms of generally 10-12 years that are subject to [added: acceleration,] renewal or revocation based on certain factors depending on the license including, among others, public interest considerations, level and quality of services and/or operations provided by the licensee, frequency and duration of any interruptions or outages of services and/or operations provided by the licensee, and the extent to which service is provided to, and/or operation is provided in, rural areas and tribal lands.

Certain of our competitors own directly, partner [removed: with,] [added: with] and/or are affiliated with companies that own programming content that may enable them to obtain lower programming costs or offer exclusive programming that may be attractive to prospective [added: or existing] subscribers.

Business – Government Regulations – FCC Regulations [removed: Governing our Pay-TV] [added: Applicable to Our] Operations – Cable Act and Program Access_” in this Annual Report on Form 10-K for further information.

Through the MNSA and the NSA, we depend [added: in part] on T-Mobile and AT&T to provide network services to our Wireless subscribers.

Our failure to effectively manage these relationships, including without limitation, our minimum commitments, any system failure in their wireless networks, interruption in the services provided to [removed: us,] [added: us] and/or the termination of the MNSA or the NSA could have a material adverse effect on our business, financial condition and results of operations.

[removed: In addition, under] [added: Under] the NSA, we have committed to activate on AT&T a minimum percentage of certain of our Wireless subscribers and to utilize AT&T’s network for a minimum specified percentage of our domestic roaming data usage.

Under the MNSA, we agreed to a minimum purchase commitment to [removed: T-Mobile of $3.3 billion over the course of the MNSA,] [added: T-Mobile,] subject to certain terms and conditions.

For example, failure to meet our minimum commitments [removed: would] [added: could] result in, among other things, the acceleration of financial commitments and potential termination of the NSA or the MNSA, respectively.

As we continue our 5G Network Deployment, we currently depend [added: in part] on T-Mobile and AT&T to provide us with network services pursuant to the MNSA and the NSA, respectively, [removed: to offer Retail Wireless services.][added: primarily in areas our 5G Network doesn’t cover.]

These required measures [removed: would] [added: could] cause significant disruption to our Wireless subscriber base which could result in, among other things, a significant increase in our churn rate.

We compete with the MNOs whose networks we [added: partially] rely on to provide wireless services to our customers, and they may seek to limit, reduce or terminate our network access to the extent that it becomes competitively advantageous to do so.

While our agreements with AT&T and T-Mobile [removed: currently have] [added: had] ten and seven-year terms from the date of signing, respectively, to the extent that either network service provider experiences, among other things, network capacity challenges, it is possible that our subscribers could be de-prioritized for access to those networks.

Further, AT&T and/or T-Mobile may decide not to renew their agreements with us at acceptable rates, or at [removed: all.][added: all or impose other obligations that we are unable or unwilling to accept.]

These risks may be exacerbated to the extent network operators are able to provide preferential treatment to their data, including, for example, by offering wireless subscribers access to owned [added: or preferred] video content over the Internet without counting against a subscriber’s monthly data caps, which may give an unfair advantage to the network operator’s own [added: or partners] video content.

| | ● | Fewer subscriber activations and increased subscriber churn rate. We could face fewer subscriber activations and increased subscriber churn rate due to, among other things: (i) certain economic factors that impact consumers, including, among others, inflation, rising interest rates, a potential downturn in the housing market in the United States (including a decline in housing starts) and higher unemployment, which could lead to a lack of consumer confidence and lower discretionary spending; (ii) increased price competition for our products and services; and (iii) the potential loss of independent third-party retailers, who generate a meaningful percentage of our gross new DISH TV and Wireless subscriber activations, because many of them are small businesses that are more susceptible to the negative effects of economic weakness. In particular, our DISH TV churn rate and Wireless churn rate may increase with respect to subscribers who purchase our lower tier programming packages and [removed: Retail] Wireless services, and who may be more sensitive to economic [removed: weakness, including, among others, our pay-in-advance subscribers.] [added: weakness.] |

We are facing increasing competition which could impact demand for, and result [removed: in] [added: in,] increasing pricing pressures with respect to, our products and services.

Enhancing our 5G Network, including, but not limited to, our ongoing 5G Network Deployment, is subject to risks related to, among other things, equipment choices, network deployment and [removed: management,] [added: management] and service offerings.

To improve our operational performance, we continue to make investments in staffing, training, information systems and other initiatives, primarily in our call center and in-home service operations, and our Broadband and Satellite [removed: Service] [added: Services] and [removed: Retail] Wireless business operations.

We may incur increased costs to acquire new subscribers and retain existing subscribers to [removed: same] [added: some] or all of our Pay-TV, Wireless or Broadband and Satellite Services businesses.

For example, with respect to our Pay-TV business, our gross new DISH TV subscriber activations, net DISH TV subscriber additions, and DISH TV churn rate continue to be negatively impacted by stricter subscriber acquisition and retention policies for our DISH TV [added: subscribers, including, but not limited to, higher quality] subscribers.

Although we expect to continue to incur expenses, such as providing retention credits and other subscriber acquisition and retention expenses, [added: including, but not limited to, device subsidies and upgrade discounts,] to attract and retain [removed: subscribers] [added: subscribers,] there can be no assurance that our efforts will generate new subscribers or result in a lower churn rate.

We cannot predict with any certainty the impact to our net Pay-TV subscriber additions, gross new DISH TV subscriber [removed: activations,] [added: activations] and DISH TV churn rate resulting from programming interruptions or threatened programming interruptions that may occur in the future.

A number of factors affect the useful lives of the satellites, including, among other things, the quality of their construction, the durability of their component parts, the ability to continue to maintain proper orbits and control over the satellites’ functions, the efficiency of the launch vehicles [removed: used,] [added: used] and the remaining on-board fuel following in-orbit insertion.

Extreme weather has the potential to directly damage our network facilities and other infrastructure and/or disrupt our ability to build and maintain portions of our [removed: network,] [added: network] and could potentially disrupt suppliers’ ability to, among other things, provide the products and services we require to support our operations.

Any such disruption could delay our 5G Network Deployment plans, interrupt service for our customers, increase our costs and have a negative effect on our operating [removed: results.][added: results and financial condition.]

Operational impacts resulting from extreme weather, such as, among other things, damage to our [removed: network] [added: 5G Network] infrastructure, could result in increased costs and loss of revenue.

In addition, from time to time, we may make certain changes to these products.

Failure to successfully implement the changes may result in, among other things, increased operating costs, increased capital expenditures and reduced network performance, each of which, individually or in the aggregate, could adversely affect our operating results and financial condition.

For example, the FCC currently has an open proceeding considering whether to permit MVDDS licensees to become Fixed Service operators.

We cannot predict either the outcome of this proceeding or any potential impact it might have on our operations.

In addition, from time to time, we may seek modification and/or waiver of certain build out or other requirements of our licenses from the applicable government agency.

Historically, we have successfully negotiated such modifications and/or waivers.

However, there can be no guarantee that we will continue to be successful and that failure to meet requirements of our license may result in, among other things, adverse government action, including, but not limited to, acceleration of build out deadlines or cancellation or revocation of our licenses.

In addition, our 5G Network Deployment utilizes an O-RAN architecture, which is designed to, among other things, incorporate components sourced from various third-party suppliers.

As a result, any defect or other problem may adversely affect our business, financial condition and results of operations.

Generally, these third-party suppliers do not ensure that their products will integrate with components provided by other third-party suppliers.

In addition, cybersecurity threat actors are increasingly sophisticated through various techniques that involve social engineering and/or misrepresentation.

Techniques used in cyber-attacks to obtain unauthorized access to, disable or sabotage information technology systems are increasingly diverse and sophisticated, including as a result of emerging technologies, such as artificial intelligence and machine learning.

Data breaches and other cybersecurity events have become increasingly commonplace, including as a result of the intensification of state-sponsored cyber-attacks during periods of geopolitical conflict.

Various events described above have occurred in the past and may occur in the future.

Although impacts of past events have been immaterial, the impacts of such events in the future may be material, including, but not limited to, increase in our DISH TV and Wireless churn rates, reduced new subscriber activations and reputational harm which could increase or accelerate any of the above risks.

| | ● | our policies and practices may change over time as expectations regarding privacy and data change. |

We depend upon our subsidiaries’ earnings to make payments on our indebtedness.

Since we are a holding company and our operations are conducted through our subsidiaries, our ability to service our debt obligations may depend upon the earnings of our operating subsidiaries and their ability to distribute cash or other property to us.

We have few assets of significance other than the capital stock of our subsidiaries.

Furthermore, creditors of our subsidiaries will have a superior claim to certain of our subsidiaries’ assets.

In addition, our subsidiaries’ ability to make any payments to us will depend on, among other factors, their earnings, the terms of their indebtedness, business and tax considerations and legal restrictions.

We cannot assure you that our subsidiaries will be able to pay dividends or that our subsidiaries will be able to otherwise distribute funds to us in an amount sufficient to pay the principal of or interest on the indebtedness owed by us.

| | ● | incur liens; and |

| | ● | restrict guarantors’ ability to engage in new activities. |

We may be affected by changes to government leadership and policy changes resulting from new leaders.

We have been subject to such changes in the past and may be subject to such changes in the future and those changes may negatively impact us, including but not limited to, the addition of new regulations, the modification or rescission of past regulations which may be favorable and the increase or decrease of government programs which us or our subscribers may be recipients.

Additionally, we are subject to emerging and evolving regulatory requirements and frameworks regarding environmental, social and governance matters, including, but not limited to, potential new or revised disclosure rules proposed by the SEC and recently enacted or proposed legislation in jurisdictions such as California.

The ultimate scope of these regulations may change as they are finalized, and they may not be uniform across jurisdictions.

Meeting these obligations may require significant investments of time, capital and personnel.

As a result, Mr. Ergen’s effective total voting power is approximately 89.6%.

Future issuances of our Class A common stock and hedging activities may depress the trading price of our Class A common stock.

Any issuance of equity securities, including the issuance of shares of Class A common stock upon conversion of our convertible notes, could dilute the interests of our existing stockholders, and could substantially decrease the trading price of our Class A common stock.

We may issue equity securities in the future for a number of reasons, including to finance our operations and business strategy (including in connection with acquisitions, strategic collaborations or other transactions), to adjust our ratio of debt to equity, to satisfy our obligations upon the exercise of outstanding warrants or options or for other reasons.

A substantial number of shares of our Class A common stock is reserved for issuance upon the exercise of stock options and settlement of restricted share units and stock units.

In addition, the price of our Class A common stock could also be affected by possible sales of our Class A common stock, including sales by investors who view our convertible notes as a more attractive means of equity participation in our company and by hedging or arbitrage trading activity that we expect to develop involving our Class A common stock.

Our Class A common stock price and trading volume has been and may continue to be volatile or may decline regardless of our operating performance, which could cause purchasers of our Class A common stock to incur substantial losses.

Volatility in the market price of our Class A common stock may prevent you from being able to sell your shares at or above the price you paid for them.

The market price of our Class A common stock has fluctuated, and may continue to fluctuate widely due to many factors, some of which may be beyond our control.

Many factors may cause the market price of our Class A common stock to fluctuate significantly, including those described elsewhere in this “Risk Factors” section as well as the following:

| | ● | pandemics, crises or disasters; |

Risks Related to the Integration

​

Although we expect that the Merger will result in synergies and other benefits, those synergies and benefits may not be realized in the amounts anticipated, or may not be realized within the anticipated timeframe, or at all, and risks associated with the foregoing may also result from any extended delay in the Integration of the companies.

Our ability to realize the anticipated benefits of the Merger will depend, to a large extent, on our ability to integrate our and DISH Network’s business in a manner that facilitates growth opportunities and achieves the anticipated benefits.

In addition, some of the anticipated synergies are not expected to occur for a significant time period following the completion of the Merger and will require substantial capital expenditures to achieve.

There can be no guarantee we will achieve any of these benefits on the anticipated timeframe or at all.

The combination of two separate companies is complex, costly and time-consuming and may require significant management attention and resources which may divert attention from our business and operations.

The failure to meet the challenges involved in combining the two companies and to realize the anticipated benefits of the Merger could, among other things, cause an interruption of, or a loss of momentum in, our activities and could adversely affect our results of operations.

The overall combination of the two companies may also result in, among other things, material unanticipated problems, expenses, liabilities, competitive responses and loss of customer and other business relationships.

The difficulties of combining our operations include, among others:

| | ● | diversion of management and employee attention to Integration matters; |

| | ● | difficulties in integrating operations and systems, including, but not limited to, communications systems, administrative and information technology infrastructure, financial reporting and internal control systems; |

| | ● | challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the two companies; |

| | ● | difficulties in integrating employees and teams of the respective businesses and attracting and retaining key personnel; |

| | ● | challenges in retaining and obtaining customers, suppliers and other commercial relationships; |

| | ● | difficulties in managing the expanded operations of a larger and more complex company; and |

| | ● | potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the Integration. |

Many of these factors are outside of our control and any of them could result in lower revenues, higher costs and diversion of management time and energy, which could materially impact our business, financial condition and results of operations.

In addition, even if the operations of the companies are integrated successfully, the full benefits of the Merger may not be realized, including, among others, the synergies, cost savings or sales or growth opportunities that are expected.

These benefits may not be achieved within the anticipated time frame or at all.

As a result, it cannot be assured that the Integration will result in the realization of the full benefits expected from the Merger within the anticipated time frames, or at all.

The market price for shares of our common stock may be affected by factors different from, or in addition to, those that historically affected the market prices of shares of DISH Network Class A Common Stock and EchoStar Class A Common Stock.

Upon consummation of the Merger, DISH Network Class A Stockholders became holders of EchoStar Class A Common Stock.

The businesses of DISH Network and its subsidiaries are different from those of EchoStar and its subsidiaries.

Accordingly, after the consummation of the Merger, our results of operations are affected by some factors that are different from those that historically affected the results of operations of EchoStar and/or DISH Network.

The results of operations of each company may also be affected by factors different from those that currently affect or have historically affected either company.

Under the NSA, we expect AT&T will become our primary network services provider.

We have agreed to pay AT&T at least $5 billion over the course of the 10-year term of the NSA, subject to certain terms and conditions.

For our Retail Wireless business, we are currently in the process of integrating our Retail Wireless operations and making certain operational changes to enhance profitability.

We are working to ensure that certain subscribers we acquire and retain are profitable under our MVNO economics.

As an example, certain subscribers that use high amounts of data may be profitable for a MNO but are not profitable under a MVNO.

This has caused our net Wireless subscriber additions to be negatively impacted.

In addition, as we transition from a MVNO to a MNO, our subscriber acquisition costs may increase due to, among other factors, certain differences between prepaid and postpaid subscribers.

Although we expect to continue to incur expenses, such as providing retention credits and other subscriber acquisition and retention expenses, including, but not limited to, devices subsidy and upgrade discounts, to attract and retain subscribers, there can be no assurance that our efforts will generate new subscribers or result in a lower churn rate.

In addition, the success of the Integration will depend in part on the retention of personnel critical to our business and operations due to, for example, their technical skills or management expertise.

Competition for qualified personnel can be intense and qualified personnel can be in high demand.

Current and prospective employees may experience uncertainty about their future role until strategies regarding these employees are announced or executed, which may impair our ability to attract, retain and motivate key management, technical and other personnel following the Merger.

If we are unable to attract and retain personnel, including key management, who are critical to the successful Integration and future operations of the companies, we could face, among other risks, disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment and training costs.

In addition, the loss of key personnel could diminish the anticipated benefits of the Merger.

In February 2023, we disclosed that our systems were subject to a cyber-security incident that compromised certain data.

[removed: Market] [added: Market] Risks Associated with Financial [removed: Instruments][added: Instruments]

As of December 31, [removed: 2023,] [added: 2024,] our [added: unrestricted] cash, cash equivalents and current marketable investment securities had a fair value of [removed: $2.444] [added: $5.547] billion.

Of that amount, a total of [removed: $2.277] [added: $5.521] billion was invested in: (a) cash; (b) money market funds; (c) debt instruments of the United States Government and its agencies; (d) commercial paper and corporate notes with an overall average maturity of less than one year and rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations; and/or (e) instruments with similar risk, duration and credit quality characteristics to the commercial paper and corporate obligations described above.

[removed: Interest] [added: _Interest] Rate [removed: Risk][added: Risk_]

Based on our December 31, [removed: 2023] [added: 2024] current non-strategic investment portfolio of [removed: $2.277] [added: $5.521] billion, a hypothetical 10% change in average interest rates would not have a material impact on the fair value due to the limited duration of our investments.

Our cash, cash equivalents and current marketable investment securities had an average annual rate of return for the year ended December 31, [removed: 2023] [added: 2024] of [removed: 5.1%.][added: 5.3%.]

A hypothetical 10% decrease in average interest rates during [removed: 2023] [added: 2024] would result in a decrease of approximately [removed: $18] [added: $11] million in annual interest income.

As of December 31, [removed: 2023,] [added: 2024,] we held investments in [removed: the] [added: several companies, generally with] publicly traded [removed: securities of several companies] [added: securities,] with a fair value of [removed: $167] [added: $27] million.

A hypothetical 10% adverse change in the market price of our public strategic equity investments during [removed: 2023] [added: 2024] would have resulted in a decrease of [removed: $17] [added: $3] million in the fair value of these investments.

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $118] [added: $321] million of restricted [added: cash,] cash [added: equivalents] and marketable investment securities invested in: (a) cash; (b) money market funds; (c) debt instruments of the United States Government and its agencies; and/or (d) instruments with similar risk, duration and credit quality characteristics to commercial paper.

Based on our December 31, [removed: 2023] [added: 2024] investment portfolio, a hypothetical 10% increase in average interest rates would not have a material impact on the fair value of our restricted [added: cash,] cash [added: equivalents] and marketable investment securities.

As of December 31, [removed: 2023,] [added: 2024,] we had foreign currency forward contracts with a notional amount of [removed: less than] $1 million in place to partially mitigate foreign currency exchange risk.

The estimated fair values of the foreign currency contracts were not material as of December 31, [removed: 2023.][added: 2024.]

The impact of a hypothetical 10% adverse change in exchange rates on the carrying amount of the net assets and liabilities of our foreign subsidiaries during [removed: 2023] [added: 2024] would have resulted in an estimated loss to the cumulative translation adjustment of [removed: $43] [added: $32] million as of December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: long-term] debt of [removed: $22.710] [added: $27.092] billion, excluding finance lease obligations and unamortized deferred financing costs and debt discounts, on our Consolidated Balance Sheets.

We estimated the fair value of this debt to be approximately [removed: $17.844] [added: $25.631] billion using quoted market prices.

A hypothetical 10% decrease in assumed interest rates would increase the fair value of our debt by approximately [removed: $688] [added: $730] million.

As of December 31, [removed: 2023,] [added: 2024, primarily] all of our long-term debt consisted of fixed rate indebtedness.

[removed: Derivative] [added: Derivative] Financial [removed: Instruments][added: Instruments]

*​*

Debt

As of December 31, 2024, we did not hold any material derivative financial instruments.

Long-Term Debt

As of December 31, 2023, we did not hold any material derivative financial instruments other than the option to purchase certain T-Mobile’s 800 MHz spectrum licenses under the Spectrum Purchase Agreement.

See Note 6 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.

[removed: OVERVIEW][added: OVERVIEW]

[removed: Its subsidiaries (which together with] EchoStar Corporation [added: together with its subsidiaries] are referred to as “EchoStar,” the “Company,” “we,” “us” and/or “our,” unless otherwise required by the [removed: context).][added: context.]

[removed: Merger] [added: _Merger] with DISH [removed: Network][added: Network_]

[removed: Its subsidiaries operate] [added: Historically, we reported] four primary business segments: (1) Pay-TV; (2) Retail Wireless; (3) 5G Network Deployment; and (4) Broadband and Satellite Services.

The DISH branded pay-TV service consists of, among other things, [removed: Federal Communications Commission (“FCC”)] [added: FCC] licenses authorizing us to use direct broadcast satellite (“DBS”) and Fixed Satellite Service (“FSS”) spectrum, our owned and leased satellites, receiver systems, broadcast operations, a leased fiber optic network, in-home service and call center [removed: operations,] [added: operations] and certain other assets utilized in our operations (“DISH TV”).

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: 8.526] [added: 7.778] million Pay-TV subscribers in the United States, including [removed: 6.471] [added: 5.686] million DISH TV subscribers and [removed: 2.055] [added: 2.092] million SLING TV subscribers.

[removed: Retail Wireless][added: Wireless]

We offer nationwide [removed: prepaid and postpaid retail wireless] [added: Wireless] services to subscribers primarily under our Boost [removed: Mobile®, Boost postpaid] [added: Mobile] and Gen [removed: Mobile® brands (“Retail Wireless” services),] [added: Mobile brands,] as well as a competitive portfolio of wireless devices.

Prepaid [removed: wireless] [added: Wireless] subscribers generally pay in advance for monthly access to wireless talk, [removed: text,] [added: text] and data services.

Postpaid [removed: wireless] [added: Wireless] subscribers are qualified to pay after receiving wireless talk, [removed: text,] [added: text] and data services, and may also qualify for [added: certain device] financing [removed: arrangements for wireless devices.][added: arrangements.]

We are currently operating [removed: our Retail Wireless segment] primarily as a mobile virtual network operator (“MVNO”) as we continue our 5G Network Deployment and commercialize [added: and grow customer traffic on] our 5G [removed: Network, as defined below.][added: Network.]

[removed: As an MVNO,] [added: Within our MVNO operations,] today we depend [added: in part] on T-Mobile and AT&T to provide us with network services under the amended Master Network Services Agreement (“MNSA”) and Network Services Agreement (the “NSA”), respectively.

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: 7.378] [added: 6.995] million Wireless subscribers.

We have invested a total of over $30 billion in Wireless spectrum [removed: licenses, which includes over $10 billion in initial noncontrolling investments in certain entities.][added: licenses.]

The $30 billion of investments related to Wireless spectrum licenses does not include [removed: $9] [added: $10] billion of capitalized interest related to the carrying value of such licenses.

We [removed: plan] [added: continue] to commercialize our Wireless spectrum licenses through the completion of the nation’s first cloud-native, Open Radio Access Network (“O-RAN”) based 5G network (our “5G Network Deployment”).

We have committed to [added: the FCC to] deploy a facilities-based 5G broadband network (our “5G Network”) capable of serving increasingly larger portions of the U.S. population at different [removed: deadlines, including 20% of the U.S. population by June 2022 and 70% of the U.S. population by June 2023.][added: deadlines.]

On September 29, 2023, the FCC confirmed we [removed: have] met all of our June 14, 2023 band-specific 5G deployment commitments, and two of our three nationwide 5G commitments.

The single remaining 5G commitment, that at least 70% of the U.S. population has access to average download speeds equal to 35 Mbps, [removed: will be confirmed] [added: was achieved in March 2024] using the drive test methodology [added: previously] agreed [removed: to and approved] [added: upon] by [added: us and] the [removed: FCC.][added: FCC and overseen by an independent monitor.]

We [removed: now] [added: currently] have the largest commercial deployment of 5G VoNR in the world [removed: reaching approximately 200] [added: covering over 220] million Americans and 5G broadband service [removed: reaching approximately 250] [added: covering over 268] million Americans.

We are an industry leader in both networking technologies and services, innovating to deliver the [added: global] solutions that power a connected future for people, enterprises and things everywhere.

We provide broadband services to consumer customers, which include home and small to medium-sized [removed: businesses.][added: businesses, and satellite, multi-transport technologies and managed network services to enterprise customers, telecommunications providers, airlines and government entities, including civilian and defense.]

Our EchoStar XXIV satellite began service in December 2023, bringing additional broadband capacity [removed: to] [added: across] North and South [removed: America.][added: America and is an integral part of our satellite services business.]

We [removed: will leverage] [added: have leveraged the] EchoStar XXIV to [removed: serve the] [added: deliver satellite services to] unserved and underserved consumer markets in the Americas as well as [removed: enterprise] [added: enterprise, aeronautical] and government markets.

In addition, we design, develop, construct and provide telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and [removed: other] [added: our] enterprise customers.

We [removed: also] offer a robust suite of integrated, multi-transport solutions to enable airline and airline service providers to deliver reliable in-flight network connectivity serving both commercial and business aviation.

Our Pay-TV segment business strategy is to be the best provider of video services in the United States by providing products with the best technology, outstanding customer [removed: service,] [added: service] and great value.

| | ● | _Outstanding Customer Service._ We strive to provide outstanding customer service by, among other things, improving the quality of the initial installation of subscriber equipment, improving the reliability of our equipment, better educating our customers about our products and [removed: services,] [added: services] and resolving customer problems promptly and effectively when they arise. |

| | ● | _Great Value._ We have historically been viewed as the low-cost provider in the pay-TV industry in the United States. However, today with DISH TV, we are focused on a message of Service, Value and Technology. We also offer a differentiated customer experience with our award-winning Hopper® platform that integrates voice [removed: control powered by Google Assistant,] [added: control,] access to apps including Netflix, Prime Video and [removed: YouTube,] [added: YouTube] and the ability to watch live, recorded and On Demand content anywhere with the DISH Anywhere mobile application. As another example, our SLING Orange service and our SLING Blue service are two of the lowest priced live-linear online streaming services in the industry. |

We operate in the consumer market in the United States and use print, radio, television and Internet media, on a local and national basis to motivate potential subscribers to contact DISH TV and SLING TV, visit our websites or contact independent [removed: third party] [added: third-party] retailers.

While we offer receiver systems and programming through direct sales channels, a meaningful percentage of our gross new DISH TV subscriber activations are generated through independent third parties such as small retailers, direct marketing groups, local and regional consumer electronics stores, nationwide [removed: retailers,] [added: retailers] and telecommunications companies.

We face substantial competition from established pay-TV providers and broadband service providers and increasing competition from companies providing/facilitating the delivery of video content via the Internet to computers, [removed: televisions,] [added: televisions] and other streaming and mobile devices, including wireless service providers.

Our Pay-TV services also face increased competition from programmers and other companies who distribute video directly to consumers over the Internet, as well as traditional satellite television providers, cable companies and large telecommunications companies that are [added: rapidly] increasing their Internet-based video [removed: offerings.][added: offerings and direct-to-consumer exclusive and non-exclusive content.]

These product offerings include, but are not limited [removed: to,] [added: to:] Netflix, Hulu, Apple+, Prime Video, YouTube TV, Disney+, ESPN+, Paramount+, Max, STARZ, Peacock, Fubo, Philo and Tubi and certain bundles of these offerings.

[removed: RETAIL WIRELESS][added: WIRELESS]

Business Strategy - [removed: Retail] Wireless

We offer nationwide [removed: prepaid and postpaid Retail] Wireless services to subscribers primarily under our Boost [removed: Mobile, Boost postpaid] [added: Mobile®] and Gen [removed: Mobile brands, as well as a competitive portfolio of wireless devices.][added: Mobile® brands.]

We offer customers value by providing choice and flexibility in our [removed: Retail] Wireless services.

_Boost [added: Mobile] postpaid_.

We are currently operating [removed: our Retail Wireless segment] primarily as an MVNO as we continue our 5G Network Deployment and commercialize and grow customer traffic on our 5G Network.

For further information, refer to the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.

DIRECTV Transaction

On September 29, 2024, we and DIRECTV Holdings, LLC (“DTV”), entered into an Equity Purchase Agreement (the “Purchase Agreement”).

Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, DTV agreed to acquire from us all of the issued and outstanding equity interests of DISH DBS Corporation (“DISH DBS”), which operates our Pay-TV business.

Following written notice from DTV received on November 20, 2024, DTV terminated the Purchase Agreement effective at 11:59 pm ET on November 22, 2024 pursuant to Section 7.01(a)(iv) of the Purchase Agreement because the DISH DBS Exchange Offers (as defined in Note 10 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K) were not consummated by the Exchange Offer Settlement Date (as defined in the Purchase Agreement).

No termination fee or other payment was due from either party to the other as a result of the termination of the Purchase Agreement.

Its subsidiaries currently operate three primary business segments: (1) Pay-TV; (2) Wireless; and (3) Broadband and Satellite Services.

Our Wireless segment provides wireless communication services (“Wireless” services) and products.

We currently offer our Wireless services for 5G voice over new radio (“VoNR”) to over 220 million Americans and for 5G broadband service to over 268 million Americans, as well as a competitive portfolio of wireless devices.

We are transitioning to a mobile network operator (“MNO”) as our 5G Network, defined below, has become commercially available and we grow customer traffic on our 5G Network.

We currently offer a broad range of premium wireless devices on our 5G Network, including the Apple iPhone 15 and newer generation iPhones.

We have deployed 5G VoNR covering over 220 million Americans.

In September 2024, the FCC conditionally granted our requests to extend the 5G deployment deadlines for certain of our Wireless spectrum licenses based on several commitments and in a January 10, 2025 filing to the FCC, we certified to meeting the accelerated buildout (Commitments #2 and #3 of the Extension Request) and the nationwide 80% coverage obligations (Commitment #1 of the Extension Request) due by December 31, 2024.

Thus, pursuant to the Extension Request, the final deployment deadlines for the licenses subject to the Extension Request (listed in Appendix G) shall be extended to December 14, 2026.

In addition, the final deployment deadlines for the licenses subject to the Extension Request (listed in Appendix G) shall be further extended to June 14, 2028 as long as we satisfy the remaining Extension Request commitments.

Prepaid Wireless subscribers generally pay in advance for monthly access to wireless talk, text and data services.

Postpaid Wireless subscribers are qualified to pay after receiving wireless talk, text and data services, and may also qualify for certain device financing arrangements.

During 2023, we launched our nationwide expansion of our Boost Mobile postpaid Wireless service.

At the end of the third quarter of 2023, we began offering premium wireless devices, including Apple products.

We currently offer a broad range of premium wireless devices on our 5G Network, including the Apple iPhone 15 and newer generation iPhones.

We are transitioning to an MNO as our 5G Network has become commercially available and we grow customer traffic on our 5G Network.

We are currently activating Boost Mobile subscribers with compatible devices onto our 5G Network in markets where we have reached VoNR.

We have deployed 5G VoNR covering over 220 million Americans.

The $30 billion of investments related to Wireless spectrum licenses does not include $10 billion of capitalized interest related to the carrying value of such licenses.

We continue to commercialize our Wireless spectrum licenses through the completion of our 5G Network Deployment.

Our Wireless spectrum licenses are subject to certain interim and final build-out requirements, as well as certain renewal requirements.

On September 29, 2023, the FCC confirmed we met all of our June 14, 2023 band-specific 5G deployment commitments, and two of our three nationwide 5G commitments.

The single remaining 5G commitment, that at least 70% of the U.S. population has access to average download speeds equal to 35 Mbps, was achieved in March 2024 using the drive test methodology previously agreed upon by us and the FCC and overseen by an independent monitor.

We currently have the largest commercial deployment of 5G VoNR in the world covering over 220 million Americans and 5G broadband service covering over 268 million Americans.

In September 2024, the FCC conditionally granted our requests to extend the 5G deployment deadlines for certain of our Wireless spectrum licenses based on several commitments and in a January 10, 2025 filing to the FCC, we certified to meeting the accelerated buildout (Commitments #2 and #3 of the Extension Request) and the nationwide 80% coverage obligations (Commitment #1 of the Extension Request) due by December 31, 2024.

Thus, pursuant to the Extension Request, the final deployment deadlines for the licenses subject to the Extension Request (listed in Appendix G) shall be extended to December 14, 2026.

In addition, the final deployment deadlines for the licenses subject to the Extension Request (listed in Appendix G) shall be further extended to June 14, 2028 as long as we satisfy the remaining Extension Request commitments.

See Note 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for definitions and further details.

Our DBS licenses generally have 10 year terms.

It is also possible the FCC could revoke or terminate certain of our authorizations or licenses if we do not meet the legal, technical and financial requirements discussed above.

The FCC currently has an open proceeding considering whether to permit MVDDS licensees to become Fixed Service operators.

In 2024, the FCC reversed course yet again by adopting a Declaratory Ruling, Order, Report and Order, and Order on Reconsideration that reestablished the FCC’s authority over broadband internet access services under Title II of the Communications Act, mostly replicating its 2015 decision.

On January 2, 2025, the United States Court of Appeals for the Sixth Circuit found that the FCC lacks the statutory authority to impose these rules and set aside the 2024 Order.

We cannot predict the future of these rules or the impact to our Wireless business.

This proceeding remains pending.

On the terms and subject to the conditions set forth in the Amended Merger Agreement, on December 31, 2023, at 11:59 p.m.

ET (the “Effective Time”), each share of DISH Network Class A common stock, par value $0.01 per share (“DISH Network Class A Common Stock”) and DISH Network Class C common stock, par value $0.01 per share (“DISH Network Class C Common Stock”) outstanding immediately prior to the Effective Time, was converted into the right to receive a number of validly issued, fully paid and non-assessable shares of EchoStar Class A common stock, par value $0.001 per share (“EchoStar Class A Common Stock”) equal to 0.350877 (the “Exchange Ratio”).

On the terms and subject to the conditions set forth in the Amended Merger Agreement, at the Effective Time, each share of DISH Network Class B common stock, par value $0.01 per share (“DISH Network Class B Common Stock” and, together with DISH Network Class A Common Stock and DISH Network Class C Common Stock, “DISH Network Common Stock”), outstanding immediately prior to the Effective Time was converted into the right to receive a number of validly issued, fully paid and non-assessable shares of EchoStar Class B common stock, par value $0.001 per share (the “EchoStar Class B Common Stock” and, together with the EchoStar Class A Common Stock, the “EchoStar Common Stock”), equal to the Exchange Ratio.

Any shares of DISH Network Common Stock that were held in DISH Network’s treasury or held directly by us or Merger Sub immediately prior to the Effective Time were cancelled and cease to exist and no consideration was paid in respect thereof.

All shares of the DISH Network Class A Common Stock were delisted from the Nasdaq Global Select Market (“NASDAQ”) and deregistered under the Securities Exchange Act of 1934, as amended.

The EchoStar Common Stock issued to the Ergen DISH Stockholders (as defined in the Amended Merger Agreement) as Merger consideration was issued through a private placement exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”).

At the Effective Time, each share of DISH Network Class A Common Stock owned by the Ergen DISH Stockholders immediately prior to the Effective Time was converted into the right to receive a number of shares of EchoStar Class A Common Stock equal to the Exchange Ratio, and (b) each share of DISH Network Class B Common Stock owned by the Ergen DISH Stockholders immediately prior to the Effective Time was converted into the right to receive a number of shares of EchoStar Class B Common Stock equal to the Exchange Ratio.

Concurrently with the entry into the Amended Merger Agreement, the Ergen EchoStar Stockholders (as defined in the Amended Merger Agreement), the Ergen DISH Stockholders (collectively, the “Ergen Stockholders”), we and DISH Network entered into an amended and restated support agreement (the “Amended Support Agreement”).

In connection with the completion of the Merger, and pursuant to the Amended and Restated Support Agreement, the Ergen Stockholders, we and DISH Network, on December 31, 2023, we and the Ergen Stockholders entered into a registration rights agreement (the “Registration Rights Agreement”).

The Registration Rights Agreement provides the Ergen Stockholders, and their affiliates who become parties thereto, with certain registration rights relating to the shares of EchoStar Common Stock, which they beneficially own, including: (i) the right to demand shelf registration as well as registration on long and short form registration statements and; (ii) “piggyback” registration rights to be included in future registered offerings by us of our equity securities, in each case, subject to certain requirements and customary conditions.

The Registration Rights Agreement sets forth customary registration procedures, including an agreement by us to make appropriate officers available to participate in roadshow presentations and cooperate as reasonably requested in connection with any underwritten offerings.

We also agreed to indemnify the Ergen Stockholders and their affiliates with respect to liabilities resulting from untrue statements or omissions in any registration statement used in any such registration, other than untrue statements or omissions based on or contained in information furnished to us for use in a registration statement by a participating stockholder.

For more information and a copy of the Amended Merger Agreement, the Amended Support Agreement and the Registration Rights Agreement, see the Form 8-K of EchoStar Corporation filed on October 3, 2023 and the Form 8-K of EchoStar Corporation filed on January 2, 2024.

With the Merger complete, we are currently focused on the process of integrating our and DISH Network’s business in a manner that facilitates synergies, cost savings, growth opportunities and achieves other anticipated benefits (the “Integration”).

We are transitioning our Retail Wireless segment to a mobile network operator (“MNO”) as our 5G Network becomes commercially available and we are currently activating subscribers onto our 5G Network in markets where we have reached voice over new radio (“VoNR”).

Under the NSA, we expect AT&T will become our primary network services provider.

5G Network Deployment

On June 14, 2022, we announced we had successfully reached our 20% population coverage requirement.

In addition, we announced and certified to the FCC that as of June 14, 2023, we offer 5G broadband service to over 73% of the U.S. population, or more than 246 million Americans nationwide.

We have six months from September 29, 2023 to complete this drive test.

We also provide satellite and multi-transport technologies and managed network services to telecommunications providers, aeronautical service providers, civilian and defense government entities, and other enterprise customers.

| --- | --- | --- |

Our Latino and international programming packages allow subscribers to choose from over 300 channels in over 20 languages.

In the fourth quarter of 2022, we launched our Boost postpaid wireless service, to a limited number of customers who had signed up for early registration.

During 2023, we launched our nationwide expansion of our Boost postpaid wireless service, and at the end of the third quarter of 2023, we began offering the iPhone 15 on our 5G Network and expanded our Boost postpaid offering through a distribution partnership with Amazon.

We are transitioning our Retail Wireless segment to an MNO as our 5G Network becomes commercially available.

The Boost Mobile and Gen Mobile brands operate within the prepaid wireless industry segment and the Boost postpaid brand operates within the postpaid wireless industry segment.

5G NETWORK DEPLOYMENT

Business Strategy – 5G Network Deployment

DISH Network Spectrum

Our 5G Network Deployment segment strategy is to commercialize our Wireless spectrum licenses through the completion of the nation’s first cloud-native, Open Radio Access Network (“O-RAN”) based 5G network (our “5G Network Deployment”).

If by June 2023, we are offering 5G broadband service to at least 50% of the U.S. population but less than 70% of the U.S. population, the 70% June 2023 deadline will be extended automatically to June 2025; however, as a result, we may, under certain circumstances, potentially be subject to certain penalties.

As a result of us providing 5G broadband service to over 50% of the U.S. population by June 14, 2023, the final build-out deadlines have been extended automatically to June 14, 2025 for us to offer 5G broadband service to at least 70% of the population in each Economic Area for the 700 MHz Licenses and AWS-4 Licenses and at least 75% of the population in each Economic Area for the H Block Licenses.

DISH Network Noncontrolling Investments in the Northstar Entities and the SNR Entities Related to AWS-3 Wireless Spectrum Licenses

During 2015, through our wholly-owned subsidiaries American AWS-3 Wireless II L.L.C. (“American II”) and American AWS-3 Wireless III L.L.C. (“American III”), we initially made over $10 billion in certain noncontrolling investments in Northstar Spectrum, LLC (“Northstar Spectrum”), the parent company of Northstar Wireless, L.L.C. (“Northstar Wireless,” and collectively with Northstar Spectrum, the “Northstar Entities”), and in SNR Wireless HoldCo, LLC (“SNR HoldCo”), the parent company of SNR Wireless LicenseCo, LLC (“SNR Wireless,” and collectively with SNR HoldCo, the “SNR Entities”), respectively.

On October 27, 2015, the FCC granted certain AWS-3 wireless spectrum licenses (the “AWS-3 Licenses”) to Northstar Wireless and to SNR Wireless, respectively, which are recorded in “Regulatory authorizations, net” on our Consolidated Balance Sheets.

Under the applicable accounting guidance in Accounting Standards Codification 810, _Consolidation_ (“ASC 810”), Northstar Spectrum and SNR HoldCo are considered variable interest entities (“VIEs”) and, based on the characteristics of the structure of these entities and in accordance with the applicable accounting guidance, we consolidate these entities into our financial statements.

On October 12, 2023, the FCC consented to the sale of Northstar Manager, LLC’s (“Northstar Manager”) ownership interests in Northstar Spectrum, which we purchased for a total of approximately $109 million.

This purchase resulted in the elimination of all of our redeemable noncontrolling interest as it related to Northstar Spectrum as of the purchase date and we continue to consolidate the Northstar Entities as wholly-owned subsidiaries.

Subsequent to December 31, 2023, the FCC consented to the sale of SNR Wireless Management, LLC’s (“SNR Management”) ownership interests in SNR HoldCo, which was purchased by our direct wholly-owned subsidiary EchoStar SNR HoldCo LLC for a total of approximately $442 million on February 16, 2024.

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

Registrant’s telephone number, including area code: [removed: (303)] [added: (303)] 723-1000

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of Class A common stock held by non-affiliates of the registrant was [removed: $585.3 million] [added: $2.153 billion] based upon the closing price of the Class A common stock as reported on the Nasdaq Global Select Market as of the close of business on the last trading day of the month.

As of February 20, [removed: 2024,] [added: 2025,] the registrant’s outstanding common stock consisted of [removed: 140,170,052] [added: 155,094,308] shares of Class A common stock and 131,348,468 shares of Class B common stock, each $0.001 par value.

Portions of the registrant’s definitive Proxy Statement to be filed in connection with its [removed: 2023] [added: 2025] Annual Meeting of Shareholders are incorporated by reference in Part III.

| [Item 1A.](#Item1ARISKFACTORSLegaltoworktocombineloo) | ​ | [Risk Factors](#Item1ARISKFACTORSLegaltoworktocombineloo) | [removed: 24] [added: 22] |

| [Item 1B.](#Item1BUNRESOLVEDSTAFFCOMMENTS_382972) | ​ | [Unresolved Staff Comments](#Item1BUNRESOLVEDSTAFFCOMMENTS_382972) | [removed: 51] [added: 49] |

| [Item 1C](#Item1CCYBERSECURITYOpen_69005) | ​ | [Cybersecurity](#Item1CCYBERSECURITYOpen_69005) | [removed: 52] [added: 49] |

| [Item 2.](#Item2PROPERTIES_610331) | ​ | [Properties](#Item2PROPERTIES_610331) | [removed: 53] [added: 51] |

| [Item 3.](#Item3LEGALPROCEEDINGS_42110) | ​ | [Legal Proceedings](#Item3LEGALPROCEEDINGS_42110) | [removed: 53] [added: 51] |

| [Item 4.](#Item4MINESAFETYDISCLOSURES_613592) | ​ | [Mine Safety Disclosures](#Item4MINESAFETYDISCLOSURES_613592) | [removed: 53] [added: 51] |

| [Item 5.](#Item_5) | ​ | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item_5) | [removed: 53] [added: 51] |

| [Item 6.](#Item_6) | ​ | [\[Reserved\]](#Item_6) | [removed: 54] [added: 53] |

| [Item 7.](#Item7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | ​ | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [removed: 55] [added: 54] |

| [Item 7A.](#Item7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | ​ | [Quantitative and Qualitative Disclosures About Market Risk](#Item7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [removed: 101] [added: 100] |

| [Item 8.](#Item8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | ​ | [Financial Statements and Supplementary Data](#Item8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | [removed: 103] [added: 102] |

| [Item 9.](#Item9CHANGESINANDDISAGREEMENTSWITHACCOUN) | ​ | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#Item9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [removed: 103] [added: 102] |

| [Item 9A.](#Item9ACONTROLSANDPROCEDURES_922524) | ​ | [Controls and Procedures](#Item9ACONTROLSANDPROCEDURES_922524) | [removed: 103] [added: 102] |

| [Item 9B.](#Item9BOTHERINFORMATION_168183) | ​ | [Other Information](#Item9BOTHERINFORMATION_168183) | [removed: 104] [added: 103] |

| [Item 9C.](#Item9CDISCLOSUREREGARDINGFOREIGNJURISDIC) | ​ | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDISCLOSUREREGARDINGFOREIGNJURISDIC) | [removed: 104] [added: 103] |

| [Item 10.](#Item10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | ​ | [Directors, Executive Officers and Corporate Governance](#Item10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [removed: 104] [added: 103] |

| [Item 11.](#Item11EXECUTIVECOMPENSATION_903179) | ​ | [Executive Compensation](#Item11EXECUTIVECOMPENSATION_903179) | [removed: 105] [added: 103] |

| [Item 12.](#Item12SECURITYOWNERSHIPOFCERTAINBENEFICI) | ​ | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [removed: 105] [added: 103] |

| [Item 13.](#Item13CERTAINRELATIONSHIPSANDRELATEDTRAN) | ​ | [Certain Relationships and Related Transactions, and Director Independence](#Item13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [removed: 105] [added: 104] |

| [Item 14.](#Item14PRINCIPALACCOUNTINGFEESANDSERVICES) | ​ | [Principal Accounting Fees and Services](#Item14PRINCIPALACCOUNTINGFEESANDSERVICES) | [removed: 105] [added: 104] |

| [Item 15.](#Item15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | ​ | [Exhibits, Financial Statement Schedules](#Item15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | [removed: 105] [added: 104] |

| [Item 16.](#Item16FORM10KSUMMARY_441010) | ​ | [Form 10-K Summary](#Item16FORM10KSUMMARY_441010) | [removed: 114] [added: 115] |

| ​ | ​ | [Signatures](#SIGNATURES_844842) | [removed: 115] [added: 116] |

| | ● | Through the MNSA and the NSA, we depend [added: in part] on T-Mobile and AT&T to provide network services to our Wireless subscribers. Our failure to effectively manage these relationships, including without limitation, our minimum commitments, any system failure in their wireless networks, interruption in the services provided to [removed: us,] [added: us] and/or the termination of the MNSA or the NSA could have a material adverse effect on our business, financial condition and results of operations. |

| | ● | We compete with the MNOs whose networks we [added: partially] rely on to provide wireless services to our customers, and they may seek to limit, reduce or terminate our network access to the extent that it becomes competitively advantageous to do so. |

| | ● | The confidentiality, [removed: integrity,] [added: integrity] and availability of our services and products depends on the continuing operation of our information technology and other enabling systems. |

| | ● | We [removed: will] [added: may] need additional capital, which may not be available on favorable [removed: terms,] [added: terms or at all,] to fund current obligations, [added: to] continue investing in our business and to finance acquisitions and other strategic transactions. |

[removed: PART I][added: PART I]

​

| --- | --- | --- |

Securities registered pursuant to Section 12(g) of the Act:None

Risks Related to the Integration

| | ● | Although we expect that the Merger will result in synergies and other benefits, those synergies and benefits may not be realized in the amounts anticipated, or may not be realized within the expected timeframe, or at all, and risks associated with the foregoing may also result from any extended delay in the Integration. |

| | ● | The market price for shares of our common stock may be affected by factors different from, or in addition to, those that historically affected the market prices of shares of DISH Network Class A Common Stock and EchoStar Class A Common Stock. |

We have an enterprise-wide information security program designed to identify, protect against, detect, respond [removed: to,] [added: to] and recover from cybersecurity risks, threats and events.

We and certain third parties conduct regular reviews and tests of our information security program and also leverage, among other things, audits, tabletop exercises, penetration and vulnerability testing, [removed: red team exercises,] [added: cybersecurity maturity assessments,] simulations and other exercises to evaluate the effectiveness of our information security program and improve our security measures and planning.

[removed: In connection with the Integration, we] [added: We] anticipate that we will continue to evaluate and address as needed our [removed: cyber security] [added: cybersecurity] risk management, policies, structure, strategies and governance to meet our needs.

On February 23, 2023, DISH Network experienced a network outage that affected its internal servers and IT telephony.

We immediately activated our incident response and business continuity plans designed to contain, remediate and recover from the situation.

We engaged the services of certain cyber-security experts and outside advisors to assist in the evaluation of the situation, and once we determined that the outage was due to a cybersecurity incident, we promptly notified appropriate law enforcement authorities.

In addition, on February 28, 2023, we further disclosed that certain data had been extracted from the DISH Network IT systems.

After investigation and discussions with certain third parties, we determined that our customer databases were not accessed, however, we confirmed that certain employee-related records as well as a limited number of other records containing certain personal information were among the data extracted.

We took steps to protect the affected records, received confirmation that the extracted data was deleted and notified individuals whose data was extracted.

The DISH TV, SLING TV and Retail Wireless services, along with our wireless and data networks remained operational at all times during the incident.

As of March 31, 2023, all significant systems had been restored.

We have no reason to believe that this cybersecurity incident has not been concluded.

| [removed: \`] [added: ​] | | Segment(s)Using Property | | Owned | | Leased | |

| General offices, Littleton, Colorado | ​ | [removed: Retail Wireless/5G Network Deployment] [added: Wireless] | ​ | [removed: X |] ​ | ​ | [added: X |] ​ |

| General offices, engineering offices, network [added: and manufacturing] operations and shared hubs, Germantown, Maryland | ​ | Broadband and Satellite Services | ​ | X | ​ | ​ | ​ |

| Data center, gateways, equipment and operations, Cheyenne, Wyoming | ​ | [removed: Pay-TV/5G Network Deployment/Broadband and Satellite Services] [added: All] | ​ | X | ​ | ​ | ​ |

| Warehouse and distribution center, Spartanburg, South Carolina | ​ | [removed: Pay-TV/5G Network Deployment] [added: Pay-TV/Wireless] | ​ | ​ | ​ | X | ​ |

| Warehouse and distribution center, Denver, Colorado | ​ | [removed: Pay-TV/5G Network Deployment] [added: Pay-TV/Wireless] | ​ | ​ | ​ | X | ​ |

| Warehouse and distribution center, Atlanta, Georgia | ​ | [removed: Pay-TV/5G Network Deployment] [added: Pay-TV/Wireless] | ​ | ​ | ​ | X | ​ |

[removed: PART II][added: PART II]

| [removed: Item 5.] [added: Item 5.] | [removed: MARKET] [added: MARKET] FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES] [added: SECURITIES] |

[removed: Market Information][added: Market Information]

Our Class A common stock is quoted on the Nasdaq Global Select Market under the symbol “SATS.” As of February [removed: 27, 2024,] [added: 20, 2025,] there were approximately [removed: 8,660] [added: 8,441] holders of record of our Class A common stock, not including stockholders who beneficially own Class A common stock held in nominee or street name.

As of February [removed: 27, 2024,] [added: 20, 2025,] all of the 131,348,468 outstanding shares of our Class B common stock were beneficially held by Charles W.

[removed: Dividends][added: Dividends]

Our ability to declare dividends is affected by the covenants in our [removed: subsidiary’s] [added: and our subsidiaries’] indentures.

See Note 10 [removed: to] [added: in] the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.

[removed: Securities] [added: Securities] Authorized for Issuance Under Equity Compensation [removed: Plans][added: Plans]

[removed: Purchases] [added: Purchases] of Equity Securities by the Issuer and Affiliated [removed: Purchasers][added: Purchasers]

The following table provides information regarding purchases of our Class A common stock made by us for the period from October 1, [removed: 2023] [added: 2024] through December 31, [removed: 2023.][added: 2024.]

| October 1, [removed: 2023] [added: 2024] - October 31, [removed: 2023] [added: 2024] | ​ | — | ​ | $ | — | ​ | — | ​ | $ | [removed: 500,000] [added: 1,000,000] |

| November 1, [removed: 2023] [added: 2024] - November 30, [removed: 2023] [added: 2024] | ​ | — | ​ | $ | — | ​ | — | ​ | $ | [removed: 500,000] [added: 1,000,000] |

| December 1, [removed: 2023] [added: 2024] - December 31, [removed: 2023] [added: 2024] | ​ | — | ​ | $ | — | ​ | — | ​ | $ | [removed: 500,000] [added: 1,000,000] |

| Total | ​ | — | ​ | $ | — | ​ | — | ​ | $ | [removed: 500,000] [added: 1,000,000] |

| (1) | [removed: Our] [added: On October 25, 2024, our] Board of Directors [removed: previously] authorized stock repurchases of up to [removed: $500 million of our outstanding Class A common stock through and including December 31, 2023. On October 20, 2022, our Board of Directors extended this authorization to repurchase up to $500 million] [added: $1.0 billion] of our outstanding Class A common stock through and including December 31, [removed: 2023.] [added: 2025.] Purchases under our repurchase program may be made through open market purchases, privately negotiated transactions, or Rule 10b5-1 trading plans, subject to market conditions and other factors. We may elect not to purchase the maximum amount of shares allowable under this program and we may also enter into additional share repurchase programs authorized by our Board of Directors. [removed: This program expired December 31, 2023.] |

Exchange Offer

​

On March 4, 2024, we commenced a tender offer to eligible employees (which excludes our co-founders and the non-employee members of our Board of Directors) to exchange eligible stock options (which excludes the Ergen 2020 Performance Award) for new options as detailed in our Schedule TO filed March 4, 2024 with the Securities and Exchange Commission (the “Exchange Offer”), to, among other things, further align employee incentives with the current market.

The Exchange Offer expired on April 1, 2024 and we accepted for exchange approximately 7 million stock options.

As a result of the Exchange Offer, during the second quarter of 2024, the exercise price of approximately 6 million new stock options, affecting approximately 1,000 eligible employees, was adjusted to $14.04.

The new stock options were offered in reliance of the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.

For details on the terms of the new options, see Item 4 of our Schedule TO Tender Offer Statement dated March 4, 2024 and filed with the SEC on March 4, 2024.

PIPE Shares

On September 30, 2024, we entered into subscription agreements with certain accredited investors including CONX (the “PIPE Investors” and the subscription agreements, the “Subscription Agreements”), pursuant to which the PIPE Investors agreed to purchase an aggregate of 14.265 million shares (the “PIPE Shares”) of our Class A Common Stock at a purchase price of $28.04 per share, for an aggregate cash purchase price of approximately $400 million (such investment, the “PIPE Investment”).

The portion of the PIPE Investment represented by the CONX Subscription Agreement represented an agreement to purchase from us an aggregate of 1.551 million shares of our Class A Common Stock for an aggregate cash purchase price of approximately $43.5 million.

The PIPE Shares were issued and settled on November 12, 2024.

The PIPE Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

We relied on this exemption from registration based in part on representations made by the PIPE Investors.

*​*

*​*

Stock Repurchase Program

*​*

| [removed: Item 7.] [added: Item 7.] | [removed: MANAGEMENT’S] [added: MANAGEMENT’S] DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND [removed: RESULTS OF OPERATIONS] [added: RESULTS OF OPERATIONS] |

[removed: Overview][added: Overview]

See Note [removed: 1] [added: 16] in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.

[removed: We currently operate] [added: Historically, we reported] four primary business segments: (1) Pay-TV; (2) Retail Wireless; (3) 5G Network Deployment; and (4) Broadband and Satellite Services.

Our Pay-TV segment business strategy is to be the best provider of video services in the United States by providing products with the best technology, outstanding customer [removed: service,] [added: service] and great value.

We offer customers value by providing choice and flexibility in our [removed: Retail] Wireless services.

We offer competitive consumer plans with no annual service [removed: contracts.][added: contracts and device financing arrangements for certain qualified subscribers.]

Our [removed: Retail] Wireless [added: segment] business strategy is to expand our current target segments and profitably grow our [added: Wireless] subscriber base [removed: by acquiring] and [removed: retaining high quality subscribers while we continue] [added: commercialize and grow customer traffic on] our 5G [removed: Network Deployment.][added: Network.]

We intend to [removed: acquire] [added: grow our Wireless subscriber base by acquiring and retaining] high quality subscribers [removed: by providing] [added: with] competitive offers, choice and outstanding customer service that better meet those subscribers’ needs and budget.

We are currently operating [removed: our Retail Wireless segment] primarily as [removed: a] [added: an] MVNO as we continue our 5G Network Deployment and commercialize [added: and grow customer traffic on] our 5G Network.

We are [removed: transitioning our Retail Wireless segment to a MNO as our 5G Network becomes commercially available and we are] currently activating [added: Boost Mobile] subscribers [added: with compatible devices] onto our 5G Network in markets where we have reached VoNR.

[removed: As an MVNO,] [added: Within our MVNO operations,] today we depend [added: in part] on T-Mobile and AT&T to provide us with network services under the MNSA and [removed: the] NSA, respectively.

[removed: Our 5G Network Deployment segment business strategy is] [added: We continue] to commercialize our Wireless spectrum licenses through the completion of our 5G Network Deployment.

We have committed to [added: the FCC to] deploy our 5G Network capable of serving increasingly larger portions of the U.S. population at different [removed: deadlines, including 20% of the U.S. population by June 2022 and 70% of the U.S. population by June 2023.][added: deadlines.]

On September 29, 2023, the FCC confirmed we [removed: have] met all of our June 14, 2023 band-specific 5G deployment commitments, and two of our three nationwide 5G commitments.

The single remaining 5G commitment, that at least 70% of the U.S. population has access to average download speeds equal to 35 Mbps, [removed: will be confirmed] [added: was achieved in March 2024] using the drive test methodology [added: previously] agreed [removed: to and approved] [added: upon] by [added: us and] the [removed: FCC.][added: FCC and overseen by an independent monitor.]

We [removed: now] [added: currently] have the largest commercial deployment of 5G VoNR in the world [removed: reaching approximately 200] [added: covering over 220] million Americans and 5G broadband service [removed: reaching approximately 250] [added: covering over 268] million Americans.

We provide broadband services to consumer customers, which include home and small to medium-sized businesses, and satellite, multi-transport technologies and managed network services to enterprise customers, telecommunications providers, [removed: aeronautical service providers] [added: airlines] and government entities, including civilian and defense.

Our EchoStar XXIV satellite began service in December 2023, bringing additional broadband capacity across North and South America and is [removed: expected to be] an integral part of our satellite [removed: service] [added: services] business.

We [removed: will leverage] [added: have leveraged the] EchoStar XXIV to deliver satellite services to unserved and underserved consumer markets in the Americas as well as [removed: enterprise] [added: enterprise, aeronautical] and government markets.

[removed: Other Developments][added: Other Developments]

[removed: Economic Environment][added: Economic Environment]

During [removed: 2022] [added: 2023] and [removed: 2023,] [added: 2024,] we experienced [removed: significant] inflationary pressures in our commodity and labor costs resulting from the macroeconomic environment in the United States, which has significantly impacted our overall operating results.

[removed: EXPLANATION] [added: EXPLANATION] OF KEY METRICS AND OTHER [removed: ITEMS][added: ITEMS]

Cost of services. “Cost of services” principally includes Pay-TV programming expenses and other operating costs related to our Pay-TV segment, costs of Wireless services (including costs incurred under the MNSA and NSA), [removed: and] costs of broadband services, maintenance and other contracted [removed: services] [added: services,] and costs associated with satellite and transponder leases and services.

Cost of sales - equipment and other. “Cost of sales – equipment and other” principally includes the cost of wireless devices and other related items, [removed: certain direct costs of wireless mobile network operations to deliver wireless voice and data services,] the cost of broadband equipment and networks, as well as costs related to the non-subsidized sales of Pay-TV equipment.

Other, net. The main components of “Other, net” are gains and losses realized on the sale and/or conversion of marketable and non-marketable investment securities and derivative instruments, impairment of marketable and non-marketable investment securities, unrealized gains and losses from changes in fair value of certain marketable and non-marketable investment securities and derivative instruments, foreign currency transaction gains and losses, [added: debt extinguishment gains] and [added: losses, and] equity in earnings and losses of our affiliates.

SLING TV customers receiving [added: SLING TV Freestream service, or] service for no charge, under certain new subscriber promotions, are excluded from our SLING TV subscriber count.

Our Wireless subscriber count includes all [removed: ACP/Gen Mobile] [added: Government subsidized] subscribers discussed below.

Our gross new Wireless subscriber activations exclude all [removed: ACP/Gen Mobile] [added: Government subsidized] subscribers as we record these subscribers net of disconnects, as discussed below.

[removed: Affordable Connectivity Program/Gen Mobile subscribers (“ACP/Gen Mobile subscribers”).] The [removed: Emergency Broadband Benefit] [added: Affordable Connectivity] Program [removed: (“EBBP”)] [added: (“ACP”)] was [removed: launched by the FCC in February of 2021 to support] [added: a federal program offering] broadband services and devices [added: discounts] to help low-income individuals that meet certain eligibility criteria.

Therefore, our [removed: ACP/Gen Mobile] [added: Government subsidized] subscriber additions are recorded net of disconnects.

We calculate average monthly revenue per Wireless subscriber, or Wireless ARPU, by dividing average monthly [removed: Retail] Wireless [removed: segment] [added: subscriber revenue included in] “Service revenue” for the period by our average number of Wireless subscribers for the period.

[removed: RESULTS] [added: RESULTS] OF OPERATIONS – [removed: Segments][added: Segments]

[removed: Business Segments][added: Business Segments]

[removed: Year Ended] [added: _Year_ _Ended] December 31, 2023 Compared to the Year Ended December 31, [removed: 2022.][added: 2022._]

[removed: | * | Percentage] [added: *Percentage] is not meaningful. [removed: |]

The net decrease primarily resulted from the decrease in revenue from our Pay-TV, [removed: Retail Wireless and] Broadband and Satellite [removed: Service] [added: Services, and Wireless] segments.

The net decrease primarily resulted from an increase in operating loss from our [removed: 5G Network Deployment and Retail] Wireless [removed: segments] [added: segment] and to a lesser extent decreases in operating income (loss) from our Broadband and Satellite [removed: Service] [added: Services] and Pay-TV segments.

The year ended December 31, 2023 was adversely impacted by impairments of goodwill of: (1) $533 million from our Broadband and Satellite [removed: Service] [added: Services] segment; (2) [removed: $120 million from our 5G Network Deployment segment; (3) $99] [added: $219] million from our [removed: Retail] Wireless segment; and [removed: (4)] [added: (3)] $6 million from our Pay-TV segment.

_DIRECTV Transaction_

On September 29, 2024, we and DTV entered into the Purchase Agreement.

Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, DTV agreed to acquire from us all of the issued and outstanding equity interests of DISH DBS, which operates our Pay-TV business.

Following written notice from DTV received on November 20, 2024, DTV terminated the Purchase Agreement effective at 11:59 pm ET on November 22, 2024 pursuant to Section 7.01(a)(iv) of the Purchase Agreement because the DISH DBS Exchange Offers were not consummated by the Exchange Offer Settlement Date (as defined in the Purchase Agreement).

No termination fee or other payment was due from either party to the other as a result of the termination of the Purchase Agreement.

We currently operate three primary business segments: (1) Pay-TV; (2) Wireless; and (3) Broadband and Satellite Services.

Our Wireless segment provides Wireless communication services and products.

We currently offer our Wireless services for 5G VoNR to over 220 million Americans and for 5G broadband service to over 268 million Americans, as well as a competitive portfolio of wireless devices.

We are transitioning to an MNO as our 5G Network has become commercially available and we grow customer traffic on our 5G Network.

We currently offer a broad range of premium wireless devices on our 5G Network, including the Apple iPhone 15 and newer generation iPhones.

We have deployed 5G VoNR covering over 220 million Americans.

As part of the commercialization of our Wireless spectrum licenses through the completion of our 5G Network Deployment, we have committed to the FCC to deploy our 5G Network capable of serving increasingly larger portions of the U.S. population at different deadlines.

In September 2024, the FCC conditionally granted our requests to extend the 5G deployment deadlines for certain of our Wireless spectrum licenses based on several commitments and in a January 10, 2025 filing to the FCC, we certified to meeting the accelerated buildout (Commitments #2 and #3 of the Extension Request) and the nationwide 80% coverage obligations (Commitment #1 of the Extension Request) due by December 31, 2024.

Thus, pursuant to the Extension Request, the final deployment deadlines for the licenses subject to the Extension Request (listed in Appendix G) shall be extended to December 14, 2026.

In addition, the final deployment deadlines for the licenses subject to the Extension Request (listed in Appendix G) shall be further extended to June 14, 2028 as long as we satisfy the remaining Extension Request commitments.

See Note 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for definitions and further details.

Beginning on January 1, 2024, “Cost of services” includes certain direct costs related to our 5G Network Deployment, including lease expense on communication towers, transport, cloud services and other costs as a significant portion of our 5G Network was placed into service.

In addition, prior to January 1, 2024, “Cost of sales – equipment and other” included certain direct costs related to our 5G Network Deployment, including lease expense on communication towers, transport, cloud services and other costs, which is now included in “Cost of services” on our Consolidated Statements of Operations and Comprehensive Income (Loss).

Government subsidized wireless subscribers and other wireless subscribers (“Government subsidized subscribers”). Our Government subsidized subscribers have different subscriber economics than our core Wireless subscribers, including a significantly higher churn rate and lower subscriber acquisition costs.

Our Government subsidized subscriber count includes Wireless subscribers that participate in government subsidized programs, including the ACP program and Lifeline program, defined below, and other subscribers acquired under the Gen Mobile brand.

The ACP program funding concluded on June 1, 2024.

The Lifeline Program is a federal program offering broadband services discounts to help low-income individuals that meet certain eligibility criteria.

Certain states also offer a separate Lifeline program.

Our Broadband subscriber count also includes ACP subscribers, as defined above.

We currently operate three primary business segments: (1) Pay-TV; (2) Wireless; and (3) Broadband and Satellite Services.

_Year_ _Ended December 31, 2024 Compared to the Year Ended December 31, 2023._

| ​ | | 2024 | | | 2023 | | | Amount | | | % |

| Pay-TV | ​ | $ | 10,688,204 | ​ | $ | 11,571,159 | ​ | $ | (882,955) | ​ | (7.6) |

| Wireless | ​ | ​ | 3,607,983 | ​ | ​ | 3,732,160 | ​ | ​ | (124,177) | ​ | (3.3) |

| Broadband and Satellite Services | ​ | ​ | 1,575,788 | ​ | ​ | 1,755,559 | ​ | ​ | (179,771) | ​ | (10.2) |

| Eliminations | ​ | ​ | (46,459) | ​ | ​ | (43,280) | ​ | ​ | (3,179) | ​ | (7.3) |

| Total revenue | ​ | $ | 15,825,516 | ​ | $ | 17,015,598 | ​ | $ | (1,190,082) | ​ | (7.0) |

| Pay-TV | ​ | $ | 2,647,954 | ​ | $ | 2,699,810 | ​ | $ | (51,856) | ​ | (1.9) |

| Wireless | ​ | ​ | (2,831,906) | ​ | ​ | (2,524,553) | ​ | ​ | (307,353) | ​ | (12.2) |

| Broadband and Satellite Services | ​ | ​ | (117,901) | ​ | ​ | (458,609) | ​ | ​ | 340,708 | ​ | 74.3 |

| Eliminations | ​ | ​ | (2,217) | ​ | ​ | 5,443 | ​ | ​ | (7,660) | ​ | * |

| Total operating income (loss) | ​ | $ | (304,070) | ​ | $ | (277,909) | ​ | $ | (26,161) | ​ | (9.4) |

| Wireless | ​ | ​ | 3,732,160 | ​ | ​ | 4,180,018 | ​ | ​ | (447,858) | ​ | (10.7) |

| Eliminations | ​ | ​ | (43,280) | ​ | ​ | (49,257) | ​ | ​ | 5,977 | ​ | 12.1 |

| Wireless | ​ | ​ | (2,524,553) | ​ | ​ | (888,232) | ​ | ​ | (1,636,321) | ​ | * |

_Merger with DISH Network_

On December 31, 2023, we completed the Merger with DISH Network.

On the terms and subject to the conditions set forth in the Amended Merger Agreement, on December 31, 2023 at the Effective Time each share of DISH Network Common Stock outstanding immediately prior to the Effective Time, was converted into the right to receive a number of validly issued, fully paid and non-assessable shares of EchoStar Common Stock equal to the Exchange Ratio.

Any shares of DISH Network Common Stock that were held in DISH Network’s treasury or held directly by us or Merger Sub immediately prior to the Effective Time were cancelled and cease to exist and no consideration was paid in respect thereof.

All shares of the DISH Network Class A Common Stock were delisted from NASDAQ and deregistered under the Securities Exchange Act of 1934, as amended.

The EchoStar Common Stock issued to the Ergen DISH Stockholders (as defined in the Amended Merger Agreement) as Merger consideration was issued through a private placement exemption from registration under the Securities Act.

At the Effective Time, each share of DISH Network Class A Common Stock owned by the Ergen DISH Stockholders immediately prior to the Effective Time was converted into the right to receive a number of shares of EchoStar Class A Common Stock equal to the Exchange Ratio, and (b) each share of DISH Network Class B Common Stock owned by the Ergen DISH Stockholders immediately prior to the Effective Time was converted into the right to receive a number of shares of EchoStar Class B Common Stock equal to the Exchange Ratio.

Concurrently with the entry into the Amended Merger Agreement, the Ergen Stockholders, we and DISH Network entered into the Amended Support Agreement.

In connection with the completion of the Merger, on December 31, 2023, we and the Ergen Stockholders entered into the Registration Rights Agreement.

For more information and a copy of the Amended Merger Agreement, the Amended Support Agreement and the Registration Rights Agreement, see the Form 8-K of EchoStar Corporation filed on October 3, 2023 and the Form 8-K of EchoStar Corporation filed on January 2, 2024.

With the Merger complete, we are currently focused on the Integration.

​

Our Retail Wireless segment offers Retail Wireless services as well as a competitive portfolio of wireless devices.

Under the NSA, we expect AT&T will become our primary network services provider.

If by June 2023, we are offering 5G broadband service to at least 50% of the U.S. population but less than 70% of the U.S. population, the 70% June 2023 deadline will be extended automatically to June 2025; however, as a result, we may, under certain circumstances, potentially be subject to certain penalties.

On June 14, 2022, we announced we had successfully reached our 20% population coverage requirement.

In addition, we announced and certified to the FCC that as of June 14, 2023, we offer 5G broadband service to over 73% of the U.S. population, or more than 246 million Americans nationwide.

We have six months from September 29, 2023 to complete this drive test.

As a result of us providing 5G broadband service to over 50% of the U.S. population by June 14, 2023, the final build-out deadlines have been extended automatically to June 14, 2025 for us to offer 5G broadband service to at least 70% of the population in each Economic Area for the 700 MHz Licenses and AWS-4 Licenses and at least 75% of the population in each Economic Area for the H Block Licenses.

Cybersecurity Incident

On February 23, 2023, DISH Network experienced a network outage that affected its internal servers and IT telephony.

We immediately activated our incident response and business continuity plans designed to contain, remediate and recover from the situation.

We engaged the services of certain cyber-security experts and outside advisors to assist in the evaluation of the situation, and once we determined that the outage was due to a cybersecurity incident, we promptly notified appropriate law enforcement authorities.

On February 28, 2023, we further disclosed that certain data had been extracted from the DISH Network IT systems.

Our investigation into the extent of the incident is now completed.

We determined that our customer databases were not accessed, however, we confirmed that certain employee-related records as well as a limited number of other records containing certain personal information were among the data extracted.

We took steps to protect the affected records, received confirmation that the extracted data was deleted and notified individuals whose data was extracted.

The DISH TV, SLING TV and Retail Wireless services, along with our wireless and data networks remained operational at all times during the incident.

As of March 31, 2023, all significant systems had been restored.

During the first quarter of 2023, we incurred substantially all of our cyber-security-related expenses for this matter, including, but not limited to, costs to remediate the incident and provide additional customer support.

During the second, third and fourth quarters of 2023, we did not incur additional material expenses resulting from the cyber-security incident and do not expect to incur material expenses in future periods.

During the year ended December 31, 2023, we incurred approximately $30 million in cyber-security-related expenses, which are recorded in “Cost of services” on our Consolidated Statements of Operations and Comprehensive Income (Loss).

Earnings before interest, taxes, depreciation and amortization (“EBITDA”). EBITDA is defined as “Net income (loss) attributable to EchoStar” plus “Interest expense, net of amounts capitalized” and net of “Interest income,” “Income tax (provision) benefit, net” and “Depreciation and amortization.” This “non-GAAP measure” is reconciled to “Net income (loss) attributable to EchoStar” in our discussion of “Results of Operations” below.

The Affordable Connectivity Program (“ACP”) replaced the EBBP on December 31, 2021.

Our ACP/Gen Mobile subscribers have a significantly higher churn rate compared to our other Wireless subscribers and we incur lower costs to acquire these subscribers.

ACP/Gen Mobile subscribers are excluded from our calculation of our Wireless churn rate.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | |

| Retail wireless | ​ | ​ | 3,692,372 | ​ | ​ | 4,135,129 | ​ | ​ | (442,757) | ​ | (10.7) |

[removed: Disclosure] [added: Disclosure] controls and [removed: procedures][added: procedures]

[removed: Changes] [added: Changes] in internal control over financial [removed: reporting][added: reporting]

[removed: As a result of the Merger,] [added: There has been no change in] our internal control over financial reporting (as defined [removed: by] [added: in] Rule 13a-15(f) under the Securities [removed: and] Exchange Act of 1934) [removed: changed] during our most recent fiscal [removed: quarter.][added: quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.]

[removed: Management’s] [added: Management’s] Annual Report on Internal Control Over Financial [removed: Reporting][added: Reporting]

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears in Item 15(a) of this Annual Report on Form 10-K.

We determined that the Merger involved the transfer of a business, which for entities under common control required the retrospective combination of DISH Network into the Company for all periods presented using the historical cost basis of the acquired assets.

For the consolidated entity, we implemented new internal controls to record the retrospective combination and associated financial reporting.

Further, as DISH Network was material to EchoStar, we adopted many aspects of DISH Network’s control environment for our internal control over financial reporting.

None of the Company’s directors or Section 16 officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, [removed: 2023,] [added: 2024,] as such terms are defined under Item 408(a) of Regulation [removed: S-K.][added: S-K, except as follows:]

On November 26, 2024, Dean Manson, Chief Legal Officer and Secretary, adopted a Rule 10b5-1 trading arrangement for the potential sale of up to 30,000 shares (including certain options that expire on April 1, 2034) of our common stock, subject to certain conditions.

The arrangement's expiration date is November 25, 2025.

On December 3, 2024, Paul Orban, Executive Vice President and Chief Financial Officer, DISH, adopted a Rule 10b5-1 trading arrangement for the potential sale of up to 81,211 shares (including certain options that expire on April 1, 2034) of our common stock, subject to certain conditions.

The arrangement's expiration date is December 2, 2025.

[removed: PART III][added: PART III]

The information required by this Item will be set forth in our Proxy Statement for the [removed: 2023] [added: 2025] Annual Meeting of Shareholders, which information is hereby incorporated herein by reference.

The information required by this Item will be set forth in our Proxy Statement for the [removed: 2023] [added: 2025] Annual Meeting of Shareholders, which information is hereby incorporated herein by reference.

| [removed: Item 12.] [added: Item 12.] | [removed: SECURITY] [added: SECURITY] OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT [removed: AND RELATED] [added: AND RELATED] STOCKHOLDER [removed: MATTERS] [added: MATTERS] |

| [removed: Item 13.] [added: Item 13.] | [removed: CERTAIN] [added: CERTAIN] RELATIONSHIPS AND RELATED TRANSACTIONS, AND [removed: DIRECTOR INDEPENDENCE] [added: DIRECTOR INDEPENDENCE] |

The information required by this Item will be set forth in our Proxy Statement for the 2025 Annual Meeting of Shareholders, which information is hereby incorporated herein by reference.

The information required by this Item will be set forth in our Proxy Statement for the 2025 Annual Meeting of Shareholders, which information is hereby incorporated herein by reference.

The information required by this Item will be set forth in our Proxy Statement for the [removed: 2023] [added: 2025] Annual Meeting of Shareholders, which information is hereby incorporated herein by reference.

[removed: PART IV][added: PART IV]

| 2.1* | ​ | [removed: |] [Asset Purchase Agreement, dated as of July 26, 2019, by and among T-Mobile US, Inc., Sprint Corporation and DISH Network Corporation (incorporated by reference from Exhibit 2.2 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed July 29, 2019).](https://www.sec.gov/Archives/edgar/data/1001082/000155837019006461/dish-20190630ex220782796.htm) | | |

| 2.2* | ​ | [removed: |] [First Amendment to the Asset Purchase Agreement, dated June 17, 2020, by and between DISH Network and NTM (incorporated by reference from Exhibit 99.1 of the Current Report on Form 8-K of DISH Network Corporation filed June 17, 2020).](https://www.sec.gov/Archives/edgar/data/1001082/000100108220000027/dish-20200617ex9914595c9.htm) | | |

| 2.3 | ​ | [removed: |] [Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023, by and among EchoStar Corporation, DISH Network Corporation and EAV Corp. (incorporated by reference from Exhibit 2.1 to EchoStar’s Current Report on Form 8-K filed on October 3, 2023).*](https://www.sec.gov/Archives/edgar/data/1415404/000110465923106152/tm2326297d1_ex2-1.htm) | | |

| [removed: 3.1☐] [added: 21☐] | ​ | [removed: | [Amended and Restated Articles of Incorporation] [added: [Subsidiaries] of EchoStar [removed: Corporation.](https://www.sec.gov/Archives/edgar/data/1415404/000155837024002209/tmb-20231231xex3d1.htm)] [added: Corporation.](https://www.sec.gov/Archives/edgar/data/1415404/000155837025001663/tmb-20241231xex21.htm)] | | |

| 4.1* | ​ | [removed: |] [Specimen Class A Common Stock Certificate of EchoStar Corporation (incorporated by reference to Exhibit 4.1 to Amendment No. 1 of EchoStar Corporation’s Form 10 filed December 12, 2007, Commission File No. 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000103570407000816/d50150a1exv4w1.htm) | | |

| 4.2* | ​ | [removed: |] [Security Agreement, dated as of June 8, 2011, among EH Holding Corporation (currently known as Hughes Satellite Systems Corporation), the guarantors listed on the signature pages thereto, and U.S. Bank National Association, as successor collateral agent (incorporated by reference to Exhibit 4.1 to EchoStar Corporation’s Current Report on Form 8-K filed June 9, 2011, Commission File No. 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000110465911033872/a11-14479_1ex4d1.htm) | | |

| 4.3* | ​ | [removed: |] [Indenture, relating to the [removed: 5 7/8%] [added: 7 3/4%] Senior Notes due [removed: 2024,] [added: 2026,] dated as of [removed: November 20, 2014] [added: June 13, 2016,] among DISH DBS Corporation, the guarantors named on the signature pages thereto and U.S. Bank National Association, as Trustee (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K of DISH Network Corporation filed [removed: November 21, 2014).](https://www.sec.gov/Archives/edgar/data/1001082/000110465914082443/a14-24807_1ex4d1.htm)] [added: June 13, 2016).](https://www.sec.gov/Archives/edgar/data/1001082/000110465916126862/a16-13226_1ex4d1.htm)] | | |

| [removed: 4.4*] [added: 4.17*] | ​ | [removed: |] [Indenture, relating to the 7 [removed: 3/4%] [added: 3/8%] Senior Notes due [removed: 2026,] [added: 2028,] dated as of [removed: June 13, 2016,] [added: July 1, 2020,] among DISH DBS Corporation, the guarantors named on the signature pages thereto and U.S. Bank National Association, as Trustee (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K of DISH Network Corporation filed [removed: June 13, 2016).](https://www.sec.gov/Archives/edgar/data/1001082/000110465916126862/a16-13226_1ex4d1.htm)] [added: July 1, 2020).](https://www.sec.gov/Archives/edgar/data/1001082/000110465920079790/tm2023759d1_ex4-1.htm)] | | |

| [removed: 4.5*] [added: 4.4*] | ​ | [removed: |] [Indenture, relating to the 5.250% Senior Secured Notes, dated as of July 27, 2016, among Hughes Satellite Systems Corporation, the guarantors party thereto, U.S. Bank National Association, as trustee and successor collateral agent (incorporated by reference to Exhibit 4.1 to EchoStar Corporation’s Current Report on Form 8-K filed on July 27, 2016, Commission File No. 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d1.htm) | | |

| [removed: 4.6*] [added: 4.5*] | ​ | [removed: |] [Indenture, relating to the 6.625% Senior Unsecured Notes, dated as of July 27, 2016, among Hughes Satellite Systems Corporation, the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to EchoStar Corporation’s Current Report on Form 8-K filed on July 27, 2016, Commission File No. 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d2.htm) | | |

| [removed: 4.7*] [added: 4.6*] | ​ | [removed: |] [Additional Secured Party Joinder, dated as of July 27, 2016, among U.S. Bank National Association, as trustee and successor collateral agent, and Hughes Satellite Systems Corporation (incorporated by reference to Exhibit 4.4 to EchoStar Corporation’s Current Report on Form 8-K filed on July 27, 2016, Commission File No. 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d4.htm) | | |

| [removed: 4.8*] [added: 4.7*] | ​ | [removed: |] [Indenture, relating to the 3 3/8% Convertible Notes due 2026, dated as of August 8, 2016, by and between DISH Network Corporation and U.S. Bank National Association, as Trustee (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K of DISH Network Corporation filed August 8, 2016).](https://www.sec.gov/Archives/edgar/data/1001082/000110465916137968/a16-16336_1ex4d1.htm) | | |

| [removed: 4.9*] [added: 4.18*] | ​ | [removed: |] [Indenture, relating to the [removed: 2 3/8%] [added: 0%] Convertible Notes due [removed: 2024,] [added: 2025,] dated as of [removed: March 17, 2017,] [added: December 21, 2020,] by and between DISH Network Corporation and U.S. Bank National Association, as Trustee (incorporated by reference from Exhibit 4.1 to the Current Report on Form [removed: 8 K] [added: 8-K] of DISH Network Corporation filed [removed: March 20, 2017).](https://www.sec.gov/Archives/edgar/data/1001082/000110465917017692/a17-8131_3ex4d1.htm)] [added: December 22, 2020).](https://www.sec.gov/Archives/edgar/data/1001082/000110465920138382/tm2039047d1_ex4-1.htm)] | | |

| [removed: 4.10*] [added: 4.8*] | ​ | [removed: |] [Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 5.250% Senior Secured Notes due 2026, dated March 23, 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages thereto, U.S. Bank National Association, as trustee and successor collateral agent (incorporated by reference to Exhibit 4.19 to Hughes Satellite Systems Corporation’s Registration Statement on Form S-4, filed April 6, 2017, Commission File No. 333-179121).](https://www.sec.gov/Archives/edgar/data/1345840/000153375817000023/hssc_2017exchexhibit4d19.htm) | | |

| [removed: 4.11*] [added: 4.9*] | ​ | [removed: |] [Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 6.625% Senior Notes due 2026, dated as of March 23, 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.20 to Hughes Satellite Systems Corporation’s Registration Statement on Form S-4, filed April 6, 2017, Commission File No. 333- 179121).](https://www.sec.gov/Archives/edgar/data/1345840/000153375817000023/hssc_2017exchexhibitx4d20.htm) | | |

| [removed: 4.12*] [added: 4.10*] | ​ | [removed: |] [Joinder Agreement, dated as of August 10, 2017, to the Security Agreement dated as of June 8, 2011, by and between HNS Americas, L.L.C., HNS Americas II, L.L.C. and U.S. Bank National Association, as successor collateral agent (incorporated by reference to Exhibit 4.24 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, filed February 22, 2018, Commission File No. 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit424-xjoinderagr.htm) | | |

| [removed: 4.13*] [added: 4.11*] | ​ | [removed: |] [Second Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 5.250% Senior Secured Notes due 2026, dated August 10, 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages thereto, U.S. Bank National Association, as trustee and successor collateral agent (incorporated by reference to Exhibit 4.25 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, filed February 22, 2018, Commission File No. 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit425-xhsscxsecon.htm) | | |

| [removed: 4.14*] [added: 4.12*] | ​ | [removed: |] [Second Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 6.625% Senior Notes due 2026, dated as of August 10, 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.26 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, filed February 22, 2018, Commission File No. 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit426-xhsscxsecon.htm) | | |

| [removed: 4.15*] [added: 4.13*] | ​ | [removed: |] [Supplemental Indenture relating to the [removed: 5 7/8%] [added: 7 3/4%] Senior Notes due [removed: 2024] [added: 2026] (incorporated by reference from Exhibit [removed: 4.15] [added: 4.16] to the Annual Report on Form 10-K of DISH DBS Corporation filed March 29, [removed: 2018).](https://www.sec.gov/Archives/edgar/data/1042642/000155837018002595/ddbs-20171231ex4152aedfc.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1042642/000155837018002595/ddbs-20171231ex416308073.htm)] | | |

| [removed: 4.17*] [added: 4.14*] | ​ | [removed: |] [Joinder Agreement, dated as of June 12, 2019, to the Security Agreement dated as of June 8, 2011, by and between EchoStar BSS Corporation, EchoStar FSS L.L.C. and U.S. Bank National Association, as successor collateral agent (incorporated by reference to Exhibit 4.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex41-joinderagreement.htm) | | |

| [removed: 4.18*] [added: 4.15*] | ​ | [removed: |] [Third Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 5.250% Senior Secured Notes due 2026, dated June 12, 2019, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantors listed on the signature pages thereto, U.S. Bank National Association, as trustee and successor collateral agent (incorporated by reference to Exhibit 4.2 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex42-thirdsupplemental.htm) | | |

| [removed: 4.19*] [added: 4.16*] | ​ | [removed: |] [Third Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 6.625% Senior Notes due 2026, dated as of June 12, 2019, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex43-thirdsupplemental.htm) | | |

| [removed: 4.20*] [added: 4.22*] | ​ | [removed: |] [Indenture, relating to the [removed: 7 3/8%] [added: 5 1/8%] Senior Notes due [removed: 2028,] [added: 2029,] dated as of [removed: July 1, 2020,] [added: May 24, 2021] among DISH DBS Corporation, the guarantors named on the signature pages thereto and U.S. [removed: Bank] [added: Bank,] National Association, as Trustee (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K of DISH Network Corporation filed [removed: July 1, 2020).](https://www.sec.gov/Archives/edgar/data/1001082/000110465920079790/tm2023759d1_ex4-1.htm)] [added: May 24, 2021).](https://www.sec.gov/Archives/edgar/data/1001082/000110465921071173/tm2117189d1_ex4-1.htm)] | | |

| [removed: 4.21*] [added: 4.29*] | ​ | [removed: | [Indenture,] [added: [Second Supplemental Indenture] relating to [removed: the] [added: DISH Network Corporation’s] 0% Convertible Notes due 2025, dated as of [removed: December 21, 2020,] [added: November 12, 2024,] by and [removed: between] [added: among EchoStar Corporation,] DISH Network Corporation and U.S. Bank [added: Trust Company,] National [removed: Association, as Trustee] [added: Association] (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K of [removed: DISH Network] [added: EchoStar] Corporation filed [removed: December 22, 2020).](https://www.sec.gov/Archives/edgar/data/1001082/000110465920138382/tm2039047d1_ex4-1.htm)] [added: November 14, 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-1.htm)] | | |

| [removed: 4.22*] [added: 4.19*] | ​ | [removed: |] [First Supplemental Indenture, relating to the DISH 3.375% Convertible Notes due 2026, dated as of December 29, 2023, among DISH Network Corporation, EchoStar Corporation and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as Trustee (incorporated by reference from Exhibit 4.2 to the Current Report on Form 8-K of EchoStar Corporation filed January 2, 2024).](https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/tm2333745d3_ex4-2.htm) | | |

| [removed: 4.23*] [added: 4.20*] | ​ | [removed: |] [First Supplemental Indenture, relating to the DISH 2.375% Convertible Notes due 2024, dated as of December 29, 2023, among DISH Network Corporation, EchoStar Corporation and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as Trustee (incorporated by reference from Exhibit 4.4 to the Current Report on Form 8-K of EchoStar Corporation filed January 2, 2024).](https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/tm2333745d3_ex4-4.htm) | | |

| [removed: 4.24*] [added: 4.21*] | ​ | [removed: |] [First Supplemental Indenture, relating to the DISH 0% Convertible Notes due 2025, dated as of December 29, 2023, among DISH Network Corporation, EchoStar Corporation and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as Trustee (incorporated by reference from Exhibit 4.6 to the Current Report on Form 8-K of EchoStar Corporation filed January 2, 2024).](https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/tm2333745d3_ex4-6.htm) | | |

| [removed: 4.25*] [added: 4.23*] | ​ | [removed: |] [Indenture, relating to the 5 [removed: 1/8%] [added: 1/4%] Senior [added: Secured] Notes due [removed: 2029,] [added: 2026 and the 5 3/4% Senior Secured Notes due 2028,] dated as of [removed: May 24, 2021] [added: November 26, 2021,] among DISH DBS Corporation, the guarantors named on the signature pages thereto and U.S. [removed: Bank,] [added: Bank] National Association, as Trustee [added: and Collateral Agent] (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K of DISH Network Corporation filed [removed: May 24, 2021).](https://www.sec.gov/Archives/edgar/data/1001082/000110465921071173/tm2117189d1_ex4-1.htm)] [added: November 26, 2021).](https://www.sec.gov/Archives/edgar/data/1001082/000110465921143897/tm2133750d1_ex4-1.htm)] | | |

| 4.26* | ​ | [removed: | [Indenture,] [added: [Secured Indenture,] relating to the [removed: 5 1/4% Senior Secured Notes due 2026 and the 5 3/4%] [added: 11.75%] Senior Secured Notes due [removed: 2028,] [added: 2027,] dated as of November [removed: 26, 2021,] [added: 15, 2022,] among DISH [removed: DBS] [added: Network] Corporation, the guarantors named on the signature pages thereto and U.S. Bank [added: Trust Company,] National Association, as [removed: Trustee] [added: trustee] and [removed: Collateral Agent] [added: collateral agent] (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K of DISH Network Corporation filed [removed: November] [added: January] 26, [removed: 2021).](https://www.sec.gov/Archives/edgar/data/1001082/000110465921143897/tm2133750d1_ex4-1.htm)] [added: 2023).](https://www.sec.gov/Archives/edgar/data/1001082/000110465923007047/tm233537d3_ex4-1.htm)] | | |

| [removed: 4.27*] [added: 4.24*] | ​ | [removed: |] [Security Agreement, dated as of November 26, 2021, among DISH DBS Corporation, the guarantors named on the signature pages thereto and U.S. Bank National Association, as Collateral Agent (incorporated by reference from Exhibit 4.2 to the Current Report on Form 8-K of DISH Network Corporation filed November 26, 2021).](https://www.sec.gov/Archives/edgar/data/1001082/000110465921143897/tm2133750d1_ex4-2.htm) | | |

| [removed: 4.28*] [added: 4.25*] | ​ | [removed: |] [Loan and Security Agreement, dated as of November 26, 2021, between DISH DBS Corporation and DISH Network Corporation (incorporated by reference from Exhibit 4.3 to the Current Report on Form 8-K of DISH Network Corporation filed November 26, 2021).](https://www.sec.gov/Archives/edgar/data/1001082/000110465921143897/tm2133750d1_ex4-3.htm) | | |

| [removed: 4.29*] [added: 4.27*] | ​ | [removed: | [Secured Indenture, relating to the 11.75% Senior Secured Notes due 2027,] [added: [Security Agreement,] dated as of November 15, 2022, among [removed: DISH Network Corporation,] the [added: secured] guarantors named on the signature pages thereto and U.S. Bank Trust Company, National Association, as [removed: trustee and] collateral agent (incorporated by reference from Exhibit [removed: 4.1] [added: 4.2] to the Current Report on Form 8-K of DISH Network Corporation filed [removed: January 26, 2023).](https://www.sec.gov/Archives/edgar/data/1001082/000110465923007047/tm233537d3_ex4-1.htm)] [added: November 15, 2022).](https://www.sec.gov/Archives/edgar/data/1001082/000110465922119157/tm2229374d3_ex4-2.htm)] | | |

| 4.30* | ​ | [removed: | [Security Agreement,] [added: [Second Supplemental Indenture relating to DISH Network Corporation’s 3.375% Convertible Notes due 2026,] dated as of November [removed: 15, 2022,] [added: 12, 2024, by and] among [removed: the secured guarantors named on the signature pages thereto] [added: EchoStar Corporation, DISH Network Corporation] and U.S. Bank Trust Company, National [removed: Association, as collateral agent] [added: Association] (incorporated by reference from Exhibit 4.2 to the Current Report on Form 8-K of [removed: DISH Network] [added: EchoStar] Corporation filed November [removed: 15, 2022).](https://www.sec.gov/Archives/edgar/data/1001082/000110465922119157/tm2229374d3_ex4-2.htm)] [added: 14, 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-2.htm)] | | |

| [removed: 4.31*] [added: 4.28*] | ​ | [removed: |] [Description of our Capital Stock ((incorporated by reference to Exhibit 4.25 to EchoStar Corporations’ Annual Report on Form 10-K for the year ended December 31, 2019, filed February 20, 2020, Commission File No. 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000005/ex425descriptionofourc.htm) | | |

| 10.1* | ​ | [removed: |] [Form of EchoStar Corporation 2008 Class B CEO Stock Option Plan (incorporated by reference to Exhibit 10.25 to Amendment No. 1 of EchoStar Corporation’s Form 10 filed December 12, 2007, Commission File No. 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000103570407000816/d50150a1exv10w25.htm) | | |

| 10.2* | ​ | [removed: |] [Amended and Restated EchoStar Corporation 2008 Stock Incentive Plan (the “2008 Stock Incentive Plan”) (incorporated by reference to EchoStar Corporation’s Definitive Proxy Statement on Form 14, filed September 18, 2014, Commission File No. 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000110465914067061/a14-20006_2def14a.htm#Appendix1_041118) | | |

| 10.3* | ​ | [removed: |] [Amended and Restated EchoStar Corporation 2008 Non-Employee Director Stock Option Plan (the “2008 Non-Employee Director Stock Option Plan”) (incorporated by reference to EchoStar Corporation’s Definitive Proxy Statement on Form 14, filed March 31, 2009, Commission File No. 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000103570409000020/d67044ddef14a.htm#018) | | |

| 10.4* | ​ | [removed: |] [Form of Restricted Stock Unit Agreement for 2008 Stock Incentive Plan — Executive or Director (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed November 6, 2015, Commission File No. 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000110465915076360/a15-17922_1ex10d1.htm) | | |

| 10.5* | ​ | [removed: |] [Form of Stock Option Agreement for 2008 Stock Incentive Plan (1999) (incorporated by reference to Exhibit 10.39 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000110465916099355/a15-23459_3ex10d39.htm) | | |

| 10.6* | ​ | [removed: |] [Form of Stock Option Agreement for 2008 Stock Incentive Plan — Employee (2008) (incorporated by reference to Exhibit 10.40 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000110465916099355/a15-23459_3ex10d40.htm) | | |

| ​ | ​ | ​ | | |

| --- | --- | --- | --- | --- |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| --- | --- | --- | --- | --- |

| 3.1 | ​ | [Complied Articles of Incorporation of EchoStar Corporation (incorporated by reference to Exhibit 3.1 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023, filed February 29, 2024).](https://www.sec.gov/Archives/edgar/data/1415404/000155837024002209/tmb-20231231xex3d1.htm) | | |

| ​ | ​ | ​ | | |

| 3.2 | ​ | [Complied Bylaws of EchoStar Corporation (incorporated by reference to Exhibit 3.2 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023, filed February 29, 2024).](https://www.sec.gov/Archives/edgar/data/1415404/000155837024002209/tmb-20231231xex3d2.htm) | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| --- | --- | --- | --- | --- |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| --- | --- | --- | --- | --- |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| --- | --- | --- | --- | --- |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | ​ | | |

| ​ | ​ | | ​ | | |

| --- | --- | --- | --- | --- | --- |

| 3.2☐ | ​ | | [Amended and Restated Bylaws of EchoStar Corporation.](https://www.sec.gov/Archives/edgar/data/1415404/000155837024002209/tmb-20231231xex3d2.htm) | | |

| 4.16* | ​ | | [Supplemental Indenture relating to the 7 3/4% Senior Notes due 2026 (incorporated by reference from Exhibit 4.16 to the Annual Report on Form 10-K of DISH DBS Corporation filed March 29, 2018).](https://www.sec.gov/Archives/edgar/data/1042642/000155837018002595/ddbs-20171231ex416308073.htm) | | |

| ​ | | ​ | | ​ | |

[removed: SIGNATURES][added: SIGNATURES]

Date: February [removed: 29, 2024][added: 27, 2025]

| _/s/ Hamid Akhavan_ | ​ | President and Chief Executive Officer and Director | ​ | February [removed: 29, 2024] [added: 27, 2025] |

| _/s/ Paul W. Orban_ | ​ | Executive Vice President and Chief Financial Officer, DISH | ​ | February [removed: 29, 2024] [added: 27, 2025] |

| * | ​ | Chairman | ​ | February [removed: 29, 2024] [added: 27, 2025] |

| * | ​ | Director | ​ | February [removed: 29, 2024] [added: 25, 2025] |

[removed: INDEX] [added: INDEX] TO CONSOLIDATED [removed: FINANCIAL STATEMENTS][added: FINANCIAL STATEMENTS]

[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM][added: FIRM]

[removed: _Opinions] [added: *Opinions] on the Consolidated Financial Statements and Internal Control Over Financial [removed: Reporting_][added: Reporting*]

We have audited the accompanying consolidated balance sheets of EchoStar Corporation and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in _Internal Control – Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] based on criteria established in _Internal Control – Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[removed: _Basis] [added: *Basis] for [removed: Opinions_][added: Opinions*]

[removed: _Definition] [added: *Definition] and Limitations of Internal Control Over Financial [removed: Reporting_][added: Reporting*]

[removed: _Critical] [added: *Critical] Audit [removed: Matter_][added: Matter*]

As discussed in Note 16 to the consolidated financial statements, the Company reported [removed: $17.0] [added: $15.8] billion in total revenue for the year ended December 31, [removed: 2023,] [added: 2024,] which included Pay-TV, [removed: Retail] Wireless, and Broadband and Satellite Services revenue of [removed: $11.6] [added: $10.7] billion, [removed: $3.7] [added: $3.6] billion, and [removed: $1.7] [added: $1.5] billion, respectively.

[removed: ECHOSTAR CORPORATION][added: ECHOSTAR CORPORATION]

[removed: CONSOLIDATED] [added: CONSOLIDATED] BALANCE [removed: SHEETS][added: SHEETS]

| [removed: ​] [added: ​] | [removed: ​] [added: ​] | [removed: December] [added: As of December] 31, | | [removed: ​] | [removed: December 31,] | | [removed: ​ |]

| ​ | | [added: | 2024 | | |] 2023 | | | 2022 | | [removed: |]

| Assets | ​ | [removed: ​ |] ​ | [removed: ​] [added: ​] | ​ | ​ | ​ |

| _Current Assets:_ | *​* | *​* | ​ | ​ | ​ | ​ | [removed: ​ |]

| Cash and cash equivalents | ​ | $ | [removed: 1,821,376] [added: 4,305,393] | ​ | $ | [removed: 2,497,536 | ​] [added: 1,821,376] |

| Marketable investment securities | ​ | ​ | [removed: 623,044] [added: 1,242,036] | ​ | ​ | [removed: 1,809,898 | ​] [added: 623,044] |

| Trade accounts receivable, net of allowance for credit losses of [removed: $74,390] [added: $82,628] and [removed: $59,790,] [added: $74,390,] respectively | ​ | ​ | [removed: 1,122,139] [added: 1,198,731] | ​ | ​ | [removed: 1,182,597 | ​] [added: 1,122,139] |

| Inventory | ​ | ​ | [removed: 665,169] [added: 455,197] | ​ | ​ | [removed: 625,979 | ​] [added: 665,169] |

| Prepaids and other assets | ​ | ​ | [removed: 644,005] [added: 655,233] | ​ | ​ | [removed: 617,819 | ​] [added: 644,005] |

| Other current assets | ​ | ​ | [removed: 16,081] [added: 88,255] | ​ | ​ | [removed: 23,884 | ​] [added: 16,081] |

| Total current assets | ​ | ​ | [removed: 4,891,814] [added: 8,095,743] | ​ | ​ | [removed: 6,757,713 | ​] [added: 4,891,814] |

| _Noncurrent Assets:_ | *​* | *​* | ​ | ​ | ​ | ​ | [removed: ​ |]

| Restricted cash, cash equivalents and marketable investment securities | ​ | ​ | [removed: 118,065] [added: 169,627] | ​ | ​ | [removed: 117,011 | ​] [added: 118,065] |

| Property and equipment, net | ​ | ​ | [removed: 9,561,834] [added: 9,187,132] | ​ | ​ | [removed: 7,904,957 | ​] [added: 9,561,834] |

| Regulatory authorizations, net | ​ | ​ | [removed: 38,572,980] [added: 39,442,166] | ​ | ​ | [removed: 37,395,604 | ​] [added: 38,572,980] |

| Other investments, net | ​ | ​ | [removed: 314,370] [added: 202,327] | ​ | ​ | [removed: 524,905 | ​] [added: 314,370] |

| Operating lease assets | ​ | ​ | [removed: 3,065,448] [added: 3,260,768] | ​ | ​ | [removed: 2,823,834 | ​] [added: 3,065,448] |

| Intangible assets, net | ​ | ​ | [removed: 172,892] [added: 74,939] | ​ | ​ | [removed: 1,113,298 | ​] [added: 172,892] |

| Other noncurrent assets, net | ​ | ​ | [removed: 411,491] [added: 505,985] | ​ | ​ | [removed: 2,110,959 | ​] [added: 411,491] |

| Total noncurrent assets | ​ | ​ | [removed: 52,217,080] [added: 52,842,944] | ​ | ​ | [removed: 51,990,568 | ​] [added: 52,217,080] |

| Total assets | ​ | $ | [removed: 57,108,894] [added: 60,938,687] | ​ | $ | [removed: 58,748,281 | ​] [added: 57,108,894] |

| * | ​ | Director | ​ | February 27, 2025 |

| * | ​ | Director | ​ | February 27, 2025 |

| * | ​ | Director | ​ | February 27, 2025 |

| * | ​ | Director | ​ | February 27, 2025 |

| * | ​ | Director | ​ | February 25, 2025 |

| * | ​ | Director | ​ | February 27, 2025 |

| * | ​ | Director | ​ | February 27, 2025 |

| * | ​ | Director | ​ | February 27, 2025 |

February 26, 2025

| ​ | | 2024 | | | 2023 | |

| Interest income | ​ | ​ | ​ | 116,625 | ​ | ​ | 207,374 | ​ | ​ | 93,240 |

| Interest expense, net of amounts capitalized (Note 2) | ​ | ​ | ​ | (481,622) | ​ | ​ | (90,357) | ​ | ​ | (79,217) |

| Issuance of Class A common stock | ​ | ​ | 2 | ​ | ​ | 30,697 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 30,699 | ​ | ​ | — | ​ |

| Issuance of Class A common stock | ​ | ​ | 1 | ​ | ​ | 4,191 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 4,192 | ​ | ​ | — | ​ |

| Proceeds from issuance of PIPE Shares | ​ | ​ | 14 | ​ | ​ | 399,986 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 400,000 | ​ | ​ | — | ​ |

| Purchase of SNR Management's ownership interest in SNR HoldCo | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (441,998) | ​ |

| Sale of Assets to CONX, net of deferred taxes of $788 | ​ | ​ | — | ​ | ​ | 2,587 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,587 | ​ | ​ | — | ​ |

| Release of valuation allowance | ​ | ​ | — | ​ | ​ | 23,234 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 23,234 | ​ | ​ | — | ​ |

| Balance, December 31, 2024 | ​ | $ | 286 | ​ | $ | 8,768,360 | ​ | $ | (195,711) | ​ | $ | 11,618,437 | ​ | $ | — | ​ | $ | 53,853 | ​ | $ | 20,245,225 | ​ | $ | — | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Depreciation and amortization | ​ | ​ | 1,930,193 | ​ | ​ | 1,597,923 | ​ | ​ | 1,174,895 |

| Liberty Puerto Rico Asset Sale losses (gains) (Note 15) | ​ | ​ | (50,418) | ​ | ​ | — | ​ | ​ | — |

| EchoStar Exchange Offers debt extinguishment losses (gains) (Note 10) | ​ | ​ | (688,661) | ​ | ​ | — | ​ | ​ | — |

| Equity in (earnings) losses of affiliates | ​ | ​ | 73,451 | ​ | ​ | 8,099 | ​ | ​ | 3,087 |

| Other, net | ​ | ​ | 183,775 | ​ | ​ | 158,284 | ​ | ​ | 250,697 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Sale of assets to CONX (Note 18) | ​ | ​ | 26,719 | ​ | ​ | — | ​ | ​ | — |

| Liberty Puerto Rico Asset Sale (Note 15) | ​ | ​ | 95,435 | ​ | ​ | — | ​ | ​ | — |

| Proceeds from issuance of PIPE Shares (Note 3) | ​ | ​ | 400,000 | ​ | ​ | — | ​ | ​ | — |

| Proceeds from New DISH DBS Financing (Note 10) | ​ | ​ | 2,500,000 | ​ | ​ | — | ​ | ​ | — |

| Debt issuance costs and debt (discount) premium from New DISH DBS Financing | ​ | ​ | (134,510) | ​ | ​ | — | ​ | ​ | — |

| Purchase of SNR Management's ownership interest in SNR HoldCo | ​ | ​ | (441,998) | ​ | ​ | — | ​ | ​ | — |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

EchoStar Corporation is a premier provider of technology, networking services, television entertainment and connectivity, offering consumer, enterprise, operator and government solutions worldwide under its EchoStar®, Boost Mobile®, Sling TV ®, DISH® TV, Hughes®, HughesNet®, HughesON™ and JUPITER™ brands.

For further information, refer to the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.

_DIRECTV Transaction_

On September 29, 2024, we and DIRECTV Holdings, LLC (“DTV”), entered into an Equity Purchase Agreement (the “Purchase Agreement”).

Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, DTV agreed to acquire from us all of the issued and outstanding equity interests of DISH DBS Corporation (“DISH DBS”), which operates our Pay-TV business (the “Business” and such acquisition of the Business the “DIRECTV Transaction”).

Following written notice from DTV received on November 20, 2024, DTV terminated the Purchase Agreement effective at 11:59 pm ET on November 22, 2024 pursuant to Section 7.01(a)(iv) of the Purchase Agreement because the DISH DBS Exchange Offers (as defined in Note 10) were not consummated by the Exchange Offer Settlement Date (as defined in the Purchase Agreement).

| ​ | ​ | ​ | ​ | ​ |

_Going Concern_

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements, the Company has debt maturing in 2024 and expects to use a substantial amount of cash in the next twelve months.

This raises substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

February 29, 2024

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | As of | | | | | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance, December 31, 2020 | ​ | $ | 266 | ​ | $ | 8,727,300 | ​ | $ | (188,731) | ​ | $ | 8,826,948 | ​ | $ | — | ​ | $ | 65,405 | ​ | $ | 17,431,188 | ​ | $ | 350,648 | ​ |

| Exercise of stock awards | ​ | ​ | — | ​ | ​ | 40,971 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 40,971 | ​ | ​ | — | ​ |

| Employee benefits | ​ | ​ | 1 | ​ | ​ | 37,445 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 37,446 | ​ | ​ | — | ​ |

| Employee Stock Purchase Plan | ​ | ​ | 1 | ​ | ​ | 27,210 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 27,211 | ​ | ​ | — | ​ |

| Convertible debt reclassified per ASU 2020-06, net of deferred taxes of $245,778 (Note 2) | ​ | ​ | — | ​ | ​ | (805,566) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (805,566) | ​ | ​ | — | ​ |

| Contribution by non-controlling interest holder | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 9,880 | ​ | ​ | 9,880 | ​ | ​ | — | ​ |

| Other, net | ​ | ​ | — | ​ | ​ | (750) | ​ | ​ | — | ​ | ​ | (261,609) | ​ | ​ | 261,609 | ​ | ​ | — | ​ | ​ | (750) | ​ | ​ | — | ​ |

| Exercise of stock awards | ​ | ​ | — | ​ | ​ | 200 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 200 | ​ | ​ | — | ​ |

| Employee benefits | ​ | ​ | — | ​ | ​ | 33,389 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 33,389 | ​ | ​ | — | ​ |

| Employee Stock Purchase Plan | ​ | ​ | 1 | ​ | ​ | 27,238 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 27,239 | ​ | ​ | — | ​ |

| Exercise of stock awards | ​ | ​ | — | ​ | ​ | (1,444) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1,444) | ​ | ​ | — | ​ |

| Employee benefits | ​ | ​ | 1 | ​ | ​ | 20,100 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 20,101 | ​ | ​ | — | ​ |

| Employee Stock Purchase Plan | ​ | ​ | 1 | ​ | ​ | 12,041 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 12,042 | ​ | ​ | — | ​ |

| Other, net | ​ | ​ | 166,383 | ​ | ​ | 253,784 | ​ | ​ | 135,871 | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Refund of regulatory authorizations deposit | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 337,490 | ​ |

| Repurchases of convertible notes | ​ | ​ | (182,834) | ​ | ​ | — | ​ | ​ | — | ​ |

| Treasury share repurchase | ​ | ​ | — | ​ | ​ | (89,303) | ​ | ​ | (261,436) | ​ |

_Merger with DISH Network_

On the terms and subject to the conditions set forth in the Amended Merger Agreement, on December 31, 2023, at 11:59 p.m.

ET (the “Effective Time”), each share of DISH Network Class A common stock, par value $0.01 per share (“DISH Network Class A Common Stock”) and DISH Network Class C common stock, par value $0.01 per share (“DISH Network Class C Common Stock”) outstanding immediately prior to the Effective Time, was converted into the right to receive a number of validly issued, fully paid and non-assessable shares of EchoStar Class A common stock, par value $0.001 per share (“EchoStar Class A Common Stock”) equal to 0.350877 (the “Exchange Ratio”).

On the terms and subject to the conditions set forth in the Amended Merger Agreement, at the Effective Time, each share of DISH Network Class B common stock, par value $0.01 per share (“DISH Network Class B Common Stock” and, together with DISH Network Class A Common Stock and DISH Network Class C Common Stock, “DISH Network Common Stock”), outstanding immediately prior to the Effective Time was converted into the right to receive a number of validly issued, fully paid and non-assessable shares of EchoStar Class B common stock, par value $0.001 per share (the “EchoStar Class B Common Stock” and, together with the EchoStar Class A Common Stock, the “EchoStar Common Stock”), equal to the Exchange Ratio.

Any shares of DISH Network Common Stock that were held in DISH Network’s treasury or held directly by us or Merger Sub immediately prior to the Effective Time were cancelled and cease to exist and no consideration was paid in respect thereof.

All shares of the DISH Network Class A Common Stock were delisted from the Nasdaq Global Select Market (“NASDAQ”) and deregistered under the Securities Exchange Act of 1934, as amended.

The EchoStar Common Stock issued to the Ergen DISH Stockholders (as defined in the Amended Merger Agreement) as Merger consideration was issued through a private placement exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”).