EchoStar (ECHO) 10-K risk factor changes: FY2025 vs FY2024

Such providers may be able to, among other things, utilize their increased leverage over third-party content owners and programmers to withhold online rights from us and reduce the price they pay for programming at the expense of other MVPDs, including us; thwart our ability to compete in the wireless market, by, among other things, [removed: refuse] [added: refusing] to enter into data roaming agreements; underutilize key orbital spectrum resources that could be more efficiently used by us; foreclose or degrade our online video offerings at various points in the broadband pipe; and impose data caps on consumers who access our online video offerings.

Our SLING TV subscribers on average purchase lower-priced programming services than [removed: do] DISH TV subscribers.

While our subscribers can use their traditional video subscription to access mobile programming, an increasing number of subscribers are also using mobile devices as the sole means of viewing video, and an increasing number of non-traditional video providers is developing content and technologies to satisfy that [removed: demand.][added: demand, including, but not limited to, certain exclusive content.]

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

We [removed: plan] [added: originally planned] to commercialize our [removed: Wireless] [added: wireless] spectrum licenses through the completion of our 5G Network Deployment.

Wireless mobile video offerings have become more prevalent in the marketplace as wireless telecommunications providers have expanded the fifth generation of wireless [removed: communications.][added: communications continued to partner with providers of live and on-demand video content.]

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

As we [removed: complete our 5G Network Deployment and] continue to transition our business to [removed: an] [added: a Hybrid] 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.

These governmental authorities could adopt regulations or take other actions that would adversely affect our business prospects, making it more difficult and/or expensive to [removed: complete our 5G Network Deployment and to] further commercialize our [removed: Wireless] [added: wireless] spectrum licenses or acquire additional licenses.

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

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

We compete with the MNOs whose networks we [removed: 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.

We are able to offer wireless services to our customers through [removed: the 5G Network,] [added: our Hybrid MNO,] and through our existing agreements with AT&T and T-Mobile, both of whom are competitors of ours.

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

In order to grow and remain competitive, we will need to adapt to changes in available technology, including, but not limited to, artificial intelligence and machine learning, continually invest in our [removed: 5G Network Deployment,] [added: Hybrid MNO,] increase 5G Network capacity, enhance our existing service offerings and introduce new offerings to meet our current and potential subscribers’ changing service demands.

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

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 subscribers, including, but not limited to, [added: our emphasis on activating and retaining] higher quality subscribers.

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

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

| | ● | the proper identification of [added: current and projected] subscriber needs and subscriber acceptance of products and services; |

Historically, we have contracted with and rely on a single vendor or a limited number of vendors to provide certain key products or services to us such as information technology support, billing systems, security access devices and many components that we provide to subscribers in order to deliver services from our Pay-TV, Wireless [removed: and Broadband] or [added: Broadband and] Satellite Services businesses.

We also rely on a limited number of vendors to supply our wireless devices and wireless network equipment used in connection with our [removed: 5G Network Deployment.][added: Hybrid MNO.]

Furthermore, our vendors may request changes in pricing, payment terms or other contractual [removed: obligations between the parties,] [added: obligations,] which could require us to make substantial additional investments or find alternative arrangements.

Ergen, our Chairman, [added: President] and [added: Chief Executive Officer and] certain other key executives.

Furthermore, we believe that our [removed: Wireless] [added: wireless] business, including, but not limited to, our ability to [removed: complete] [added: operate] our [removed: 5G Network Deployment,] [added: Hybrid MNO,] is dependent on our ability to identify, hire, develop, motivate and retain a team of highly skilled personnel with knowledge of the wireless industry.

[removed: Many] [added: In addition, many] entities, including some of our competitors, have or may in the future obtain patents and other intellectual property rights that may cover or affect products or services related to those that we offer.

In addition, many of our products and network services are designed to interface with our customers’ existing [removed: networks,] [added: networks and end-user devices,] each of which has different specifications and utilizes multiple protocol standards.

Interruption and/or failure of any of these systems could, among other things, disrupt our operations, interrupt our services, result in significant financial expenditures and damage our reputation, thus adversely impacting our ability to provide our services, retain our current subscribers and attract new Pay-TV, Wireless, and Broadband [removed: subscribers and complete our 5G Network Deployment.][added: subscribers.]

Data breaches and other cybersecurity events have become increasingly commonplace, [removed: including] [added: including, but not limited to,] as a result of the intensification of state-sponsored cyber-attacks during periods of geopolitical conflict.

Our systems [removed: are vulnerable to] [added: run the risk of] damage, intrusion or disruption from, among other things, criminal and/or terrorist attacks, telecommunications failures, computer viruses, ransomware attacks, digital denial of service attacks, phishing and/or other attempts to injure or maliciously access our systems.

As of December 31, [removed: 2024,] [added: 2025,] our total debt, finance lease and other obligations (including current portion) outstanding, including the debt of our subsidiaries, was [removed: $26.603] [added: $25.980] billion.

We may need to make significant additional investments or partner with others to, among other things, [removed: continue our 5G Network Deployment and] further commercialize, build-out and integrate these licenses and related assets and any additional acquired licenses and related assets, as well as to comply with regulations applicable to such licenses.

In addition, as we continue our [removed: 5G Network Deployment,] [added: Hybrid MNO,] we have and may continue to incur significant additional expenses related to, among other things, research and development, wireless testing and ongoing upgrades to the wireless network infrastructure, software and third-party integration.

There is no assurance that the FCC will find our [removed: 5G Network Deployment] [added: buildout activities] sufficient to meet the build-out requirements to which our [removed: Wireless] [added: wireless] spectrum licenses are subject.

The revocation of a material portion of our [removed: Wireless] [added: wireless] spectrum licenses would have a significant material adverse effect on our [removed: 5G Network Deployment and our] future business, results of operations and financial condition.

We may not be able to complete such transactions, and such transactions, if executed, [added: may] pose significant risks and could have a negative effect on our operations.

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

If one or more holders elect to convert their convertible notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our Class A common [removed: stock,] [added: stock which would dilute equity holders,] we would be required to make cash payments to satisfy all or a portion of our conversion obligation based on the conversion rate, which could adversely affect our liquidity.

Our management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

We are controlled by one principal stockholder who is [removed: our Chairman.][added: our Chairman, President and Chief Executive Officer]

Risks Relating to Pending Transactions

The timing and closing of the AT&T Transactions and SpaceX Transactions are not certain, and are subject to certain conditions, some of which we cannot control, which could result in the AT&T Transactions or SpaceX Transactions, respectively, not being completed or being completed later than we expect, which could have a material adverse impact on our expected leverage and available cash-on-hand, as well as costs and revenues, or otherwise reduce the anticipated benefits of the AT&T Transactions and SpaceX Transactions, respectively.

The transaction agreements governing the AT&T Transactions and SpaceX Transactions (together, the “Transaction Agreements”) are subject to certain closing conditions including the satisfaction of certain antitrust, FCC and other regulatory approvals, none of which have been satisfied yet.

Governmental agencies might not approve the AT&T Transactions and/or the SpaceX Transactions or may impose conditions to any such approval or require changes to the terms of such transactions.

Any such condition or change could have the effect of delaying completion of the AT&T Transactions and/or SpaceX Transactions, imposing costs on or otherwise reduce the anticipated benefits of the transactions.

Furthermore, under the Transaction Agreements, each party’s obligation to consummate the transactions are also subject to the accuracy of the representations and warranties of the other party (subject to certain qualifications and exceptions) and the performance in all material respects of the other party’s covenants under the Transaction Agreements.

As a result of these conditions, among other factors, we cannot provide assurance that the AT&T Transactions and/or SpaceX Transactions will be completed on the terms or timeline currently contemplated, or at all.

If such conditions are not fulfilled by the deadlines in the applicable Transaction Agreements (including applicable extensions provided under the Transaction Agreements), the Transaction Agreements may be terminated and the AT&T Transactions and/or SpaceX Transactions may not be completed.

Because each of the AT&T Transactions and the SpaceX Transactions are independently reviewed by the applicable government agencies, we cannot guarantee that any of the above risks are only subject to one of the transactions and not the other.

Neither the AT&T Transactions nor the SpaceX Transactions are contingent on the other.

Conditions, delays or other changes placed on one transaction may only affect that transaction, but nonetheless, may adversely impact our business, financial condition, results of operations, liquidity or the market value of our securities.

If completed, both the AT&T Transactions and SpaceX Transactions would result in significant cash and/or assets being recognized by us and as a result, our future results and success depend on the completion of such transactions.

Any delay in completion of the AT&T Transactions and SpaceX Transactions, material conditions imposed or other event or condition which negatively impacts those transactions may adversely impact our business, financial condition, results of operations, liquidity or the market value of our securities.

We do not expect approval of the AT&T Transactions or SpaceX Transactions during a government shutdown, and the existence of a government shutdown may materially delay our ability to consummate the AT&T Transactions and/or SpaceX Transactions.

Any delay in approval may adversely impact our business, financial condition, results of operations, liquidity or the market value of our securities.

Risks Related to Our Potential Investment in SpaceX

Investor expectations regarding our potential investment in SpaceX may be currently influencing our stock price, and, if so, any adverse developments relating to SpaceX, changes in market perception of SpaceX or failure to complete the SpaceX Transaction could materially and negatively impact the market price of our Class A common stock.

A portion of the recent appreciation in the trading price of our Class A common stock may appear to reflect market speculation and investor expectations regarding our potential equity investment in SpaceX.

We cannot make any prediction if our potential investment may continue to influence our stock price.

Because the potential SpaceX Transaction has attracted substantial investor attention, our stock price may not currently reflect the fundamentals of our business, but instead may be materially influenced by external perceptions of SpaceX’s valuation, growth prospects, media narrative and anticipated liquidity events.

As a result, our stock price may become increasingly volatile and subject to factors entirely outside our control.

There is also no assurance that the potential SpaceX Transaction will be completed, including, but not limited to, because it remains subject to various closing conditions, regulatory considerations and other uncertainties.

If the transaction is delayed, restructured or fails to close, our stock price could decline materially.

Even if the transaction is completed, our resulting minority, non-controlling position would limit our ability to influence SpaceX’s operations, strategic decisions, governance or risk-management practices.

The valuation of any investment in SpaceX would remain inherently uncertain due to, among other factors, the absence of a public market for its shares, the need to rely on subjective valuation methodologies and the volatility typical of private-market technology ventures.

Accordingly, any decline in SpaceX’s business, valuation, financing environment or perceived market trajectory may materially and adversely affect both the value of our investment and the market price of our Class A common stock.

However, we were forced to stop that effort based on the FCC’s unequivocal position that: (i) EchoStar’s utilization of its spectrum was not acceptable based on the relatively small number of subscribers using the Boost Mobile MNO network, and (ii) that EchoStar’s continued operations failed to best serve the public interest.

Due to severe uncertainty as to whether EchoStar could recoup its multibillion-dollar investments following potential FCC investigations and forfeitures, EchoStar had to abandon its plans to grow its facilities-based MNO operations and instead has pivoted to selling certain wireless spectrum licenses.

As a result of, among other factors, the AT&T Transactions and the SpaceX Transaction, we have transitioned to a Hybrid MNO wireless business.

In connection with the AT&T Transactions, we entered into an amended NSA (the “Amended NSA”), which provides for, among other things, reduced rates if we meet certain minimum data thresholds while transitioning to a hybrid MNO.

In the fourth quarter of 2025, we notified AT&T that we met the minimum data thresholds and have transitioned to a hybrid MNO.

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Changes in trade policies, including, but not limited to, tariffs and other restrictions, could, among other things, increase our costs, disrupt our supply chain and negatively affect our business, operations and financial condition.

We depend on suppliers, including suppliers with manufacturing in China and other countries, for various materials in our Hybrid MNO, satellite and related infrastructure, Pay-TV and Wireless businesses.

Changes in U.S. or foreign trade policies, including, but not limited to, new or increased tariffs, export controls, trade restrictions or sanctions, have resulted, and may continue to result, in higher costs for the wireless devices and other equipment we procure.

Supply chain disruptions, customs delays, new compliance requirements and other challenges may cause delays in deploying network infrastructure and customer equipment, increase our operational expenses and impact our ability to meet customer demand.

Although we attempt to mitigate these risks through alternative sourcing and operational efficiencies, these efforts may not be successful or sufficient.

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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.

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

As a result, we generally serve as the overall system integrator.

Failure of these products to, among other things, effectively interoperate with one another could adversely affect our financial performance, including, but not limited to, our ability to complete our 5G Network Deployment on a cost-effective or timely basis or at all.

Therefore, we generally serve as the overall system integrator.

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

We have substantial debt outstanding and may incur additional debt.

We may also determine that additional wireless spectrum licenses may be required for our 5G Network Deployment, which will enhance our ability to compete effectively with other wireless service providers.

We capitalize our interest expense associated with the acquisition or construction of certain assets including, among others, our Wireless spectrum licenses.

This capitalized interest increases the carrying amount of these licenses for purposes of impairment testing, under which we consider whether it is more likely than not that the fair value of these licenses exceeds the carrying amount of these licenses.

An increase in the carrying amount of these licenses combined with other changes in circumstances and/or market conditions could result in an increased risk of an impairment of these licenses in the future, and an impairment of these assets may have a material adverse effect on our business, results of operations and financial condition.

_You should read the following Management’s Discussion and Analysis of our Financial Condition and Results of Operations together with the audited consolidated financial statements and notes to our financial statements included elsewhere in this Annual Report on Form 10-K.

This management’s discussion and analysis is intended to help provide an understanding of our financial condition, changes in financial condition and results of our operations and contains forward-looking statements that involve risks and uncertainties.

The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results.

Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed under the caption “Item 1A.

Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Furthermore, such forward-looking statements speak only as of the date of this Annual Report on Form 10-K and we expressly disclaim any obligation to update any forward-looking statements._

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Overview

Recent Developments

FCC Review

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In the third quarter of 2025, we resolved the review by the Federal Communications Commission (the “FCC”) into EchoStar’s compliance with its build-out milestones and other obligations regarding EchoStar’s federal spectrum licenses.

We had previously received a letter from the FCC on May 9, 2025, indicating that the FCC was beginning a review of our compliance with certain obligations to provide 5G broadband service and raising certain questions regarding the September 2024 build-out extension granted by the FCC and mobile-satellite service (“MSS”) utilization in the 2 GHz band (the “May 9 Letter”).

We responded to the FCC’s subsequent public notices with filings on May 27, 2025 and June 6, 2025.

During the second quarter and the beginning of the third quarter of 2025, the potential ramifications of the FCC review to our business required us to, among other things, reevaluate the deployment of our resources and as a result, we elected not to make interest payments on a certain portion of our long-term senior notes on their respective scheduled due dates.

We subsequently made such payments, including interest on the defaulted interest, within the applicable 30-day grace periods.

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

The FCC review introduced the possibility of reversing prior FCC grants of authority to us.

The FCC made it clear that it viewed our spectrum as being underutilized and deemed our continued ownership of such spectrum licenses inconsistent with the public interest, and that we must sell a material amount of spectrum licenses or face a wide-ranging license revocation.

Accordingly, as a result of these unforeseeable actions by the FCC that were outside of our control, we entered into the AT&T Transactions and SpaceX Transactions, as defined below, whereby we agreed to sell a material amount of our spectrum licenses for cash and an Amended Equity Amount, as defined below.

In August 2025, following these transactions, we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in our Hybrid MNO business, as defined in “_Segments-Wireless_” below.

Furthermore, we believe the FCC’s actions and the resulting AT&T Transactions and SpaceX Transactions constitute one or more force majeure events under certain of our 5G Network-related contracts.

On September 8, 2025, we received a follow-up letter from the FCC (the “September 8 Letter”).

The September 8 Letter states, among other things, that FCC Chairman Carr has “asked FCC staff to bring the agency’s investigation to conclusion” by directing FCC staff to: “(1) dismiss VTel Wireless’s petition for reconsideration; (2) confirm that EchoStar holds exclusive terrestrial and MSS rights over the AWS-4 spectrum to which it is currently licensed; and (3) find that relevant FCC buildout and other related obligations have been satisfied by EchoStar in view of the company’s current FCC milestones.”

AT&T License Purchase Agreement

On August 25, 2025, we and AT&T Mobility II LLC, a Delaware limited liability company, and subsidiary of AT&T Inc. (“AT&T”) entered into a License Purchase Agreement (the “AT&T License Purchase Agreement,” and the transactions contemplated thereby, the “AT&T Transactions”).

Pursuant to the terms and subject to the conditions set forth in the AT&T License Purchase Agreement, we have agreed to sell all our 3.45–3.55 GHz and 600 MHz spectrum licenses, including licenses exchanged as part of the Omega License Purchase Agreement, as defined and detailed in Note 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K, (collectively, the “3.45 GHz and 600 MHz Licenses”), and to a 99-year extension of existing leases for AT&T’s exclusive use of certain wireless spectrum licenses in Hawaii for an aggregate purchase price of $22.650 billion in cash, subject to certain potential adjustments (the “Closing Purchase Price”).

The AT&T License Purchase Agreement also extends to AT&T the right to lease certain 3.45 GHz licenses from us, which AT&T exercised, subject to a short-term spectrum manager lease, at the end of the third quarter of 2025.

The Closing Purchase Price is subject to downward adjustment in the event certain 3.45 GHz and 600 MHz Licenses are ultimately excluded by either us or AT&T under certain circumstances.

We are not obligated to consummate the AT&T Transactions if the Closing Purchase Price, after giving effect to the aggregate amount of any such adjustments, is less than $18.6 billion (the “Minimum Purchase Price”).

However, if the aggregate amount of such reductions would otherwise reduce the Closing Purchase Price below the Minimum Purchase Price, AT&T may elect to pay the Minimum Purchase Price at closing, in which case this condition will be deemed satisfied.

The AT&T License Purchase Agreement provides that, at the closing of the AT&T Transactions, any amounts outstanding under that certain Loan and Security Agreement, dated November 26, 2021, between DISH DBS as lender and DISH Network will be repaid in full using proceeds from the AT&T Transactions to the respective holders of the DISH 2021 Intercompany Loan (the “DISH 2021 Intercompany Loan Payoff”).

The DISH 2021 Intercompany Loan Payoff includes $2.844 billion due to DISH DBS as of December 31, 2025 for the DISH 2021 Intercompany Loan 2028 Tranche.

The DISH 2021 Intercompany Loan is secured by the 3.45 GHz Licenses and certain other wireless spectrum licenses.

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

In addition, all outstanding 11 3/4% Senior Secured Notes due November 15, 2027 issued pursuant to that certain Secured Indenture, dated November 15, 2022 (“DISH Secured Indenture”), by and among DISH Network Corporation, the Guarantors identified therein, and U.S. Bank Trust Company, National Association, as trustee and collateral agent, will be redeemed concurrently with the closing in accordance with the terms of the DISH Secured Indenture (the “Redemption”).

As of December 31, 2025, the aggregate principal amount outstanding of our 11 3/4% Senior Secured Notes due November 15, 2027 was $3.5 billion and is secured by the 600 MHz Licenses.

The AT&T Transactions are subject to a number of terms and conditions set forth in the AT&T License Purchase Agreement.

The completion of the AT&T Transactions are subject to the satisfaction or waiver of customary closing conditions, including, but not limited to, certain government approvals, including, among other things, receipt of certain consents and approvals from the FCC and the United States Department of Justice (the “DOJ”).

The AT&T License Purchase Agreement also provides for specified termination rights by each party in certain circumstances.

[removed: Cash,] [added: Cash,] Cash Equivalents and Current Marketable Investment [removed: Securities][added: Securities]

As of December 31, [removed: 2024,] [added: 2025,] our unrestricted cash, cash equivalents and current marketable investment securities had a fair value of [removed: $5.547] [added: $2.984] billion.

Of that amount, a total of [removed: $5.521] [added: $2.947] 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.

Based on our December 31, [removed: 2024] [added: 2025] current non-strategic investment portfolio of [removed: $5.521] [added: $2.947] 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: 2024] [added: 2025] of [removed: 5.3%.][added: 4.4%.]

A hypothetical 10% decrease in average interest rates during [removed: 2024] [added: 2025] would result in a decrease of approximately [removed: $11] [added: $22] million in annual interest income.

As of December 31, [removed: 2024,] [added: 2025,] we held investments in several companies, generally with publicly traded securities, with a fair value of [removed: $27] [added: $37] million.

A hypothetical 10% adverse change in the market price of our public strategic equity investments during [removed: 2024] [added: 2025] would have resulted in a decrease of [removed: $3] [added: $4] million in the fair value of these investments.

[removed: Restricted] [added: Restricted] Cash, Cash Equivalents and Marketable Investment [removed: Securities][added: Securities]

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: $321] [added: $352] million of restricted cash, cash 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: 2024] [added: 2025] investment portfolio, a hypothetical 10% increase in average interest rates would not have a material impact on the fair value of our restricted cash, cash equivalents and marketable investment securities.

[removed: *Foreign] [added: Foreign] Currency Exchange [removed: Risk*][added: Risk]

As of December 31, [removed: 2024,] [added: 2025,] we had foreign currency forward contracts with a notional amount of [removed: $1] [added: $4] 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: 2024.][added: 2025.]

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: 2024] [added: 2025] would have resulted in an estimated loss to the cumulative translation adjustment of [removed: $32] [added: $34] million as of December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] we had debt of [removed: $27.092] [added: $26.353] 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: $25.631] [added: $31.411] billion using quoted market prices.

A hypothetical 10% decrease in assumed interest rates would increase the fair value of our debt by approximately [removed: $730] [added: $195] million.

As of December 31, [removed: 2024,] [added: 2025,] primarily all of our long-term debt consisted of fixed rate indebtedness.

Derivative [added: and/or] Financial [added: Liability] Instruments

From time to time, we invest in speculative financial instruments, including [removed: derivatives.][added: derivative and/or financial liability instruments.]

As of December 31, [removed: 2024,] [added: 2025,] we did not hold any material derivative [added: or] financial [added: liability] instruments.

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[removed: For further information, refer to] [added: See Note 10 in] the [added: Notes to our] Consolidated Financial Statements [removed: and notes thereto included] in [removed: our] [added: this] Annual Report on Form 10-K for [removed: the year ended December 31, 2023.][added: definitions and further information.]

Its subsidiaries currently operate [removed: three] [added: four] primary business segments: (1) Pay-TV; (2) Wireless; [removed: and] (3) Broadband and Satellite [removed: Services.][added: Services; and (4) Other.]

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

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

[removed: Pay-TV][added: PAY-TV]

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 7.778] [added: 6.998] million Pay-TV subscribers in the United States, including [removed: 5.686] [added: 5.022] million DISH TV subscribers and [removed: 2.092] [added: 1.976] million SLING TV subscribers.

We [removed: are transitioning] [added: had commenced our transition] to a mobile network operator (“MNO”) as our 5G [removed: Network, defined below, has become] [added: Network became] commercially available and we [removed: grow] [added: grew our] customer [removed: traffic] [added: base] on our 5G Network.

We currently offer a broad range of premium wireless [removed: devices on our 5G Network,] [added: devices,] including the [removed: Apple iPhone 15 and newer] [added: latest] generation [removed: iPhones.][added: iPhones, as well as a wide selection of Samsung, Motorola and other premium devices.]

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

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 6.995] [added: 7.511] million Wireless subscribers.

See Note [removed: 2 and Note] 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for [added: definitions and] further information.

We [removed: continue] [added: were operating our Wireless segment primarily as an MVNO and secondarily as an MNO, each defined below, as we continued] to commercialize our [removed: Wireless] [added: wireless] spectrum licenses through the completion of the nation’s first cloud-native, Open Radio Access Network (“O-RAN”) based 5G [added: VoNR and broadband] network (our “5G [removed: Network Deployment”).][added: Network”) and grow customer traffic on our 5G Network.]

In September 2024, the FCC conditionally granted our requests to extend the 5G deployment deadlines for certain of our [removed: Wireless] [added: wireless] spectrum licenses based on several commitments and in a January 10, 2025 filing to the FCC, we certified to meeting the accelerated [removed: buildout] [added: build-out] (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.

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 [removed: as long as] [added: since] we [removed: satisfy] [added: satisfied] 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 [removed: details.][added: information.]

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

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

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

[removed: Business] [added: Business] Strategy – [removed: Pay-TV][added: Pay-TV]

| | ● | _Products with the Best Technology._ We offer a wide selection of local and national HD programming and are a technology leader in our industry, offering award-winning DVRs (including our Hopper® whole-home HD DVR), multiple tuner receivers, video on demand and external hard drives. We offer several SLING TV services, including SLING Orange (our single-stream SLING domestic service), SLING Blue [added: and Select] (our multi-stream SLING domestic [removed: service),] [added: services),] International, Latino and Freestream, among others, as well as add-on extras, direct to consumer services, pay-per-view events and a cloud-based DVR service. |

[removed: Products] [added: Products] and Services – [removed: Pay-TV][added: Pay-TV]

We offer domestic SLING TV services as a single-stream service branded SLING [removed: Orange] [added: Orange, which includes multiple flexible subscription options,] and a multi-stream service branded SLING [removed: Blue,] [added: Blue and SLING Select,] which includes, among other things, the ability to stream on up to three devices simultaneously.

[removed: Distribution] [added: Distribution] Channels – [removed: Pay-TV][added: Pay-TV]

[removed: Competition] [added: Competition] – [removed: Pay-TV][added: Pay-TV]

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.

We incur significant costs to retain our existing DISH TV subscribers, generally as a result of upgrading their equipment to next generation receivers, primarily including our Hopper® [removed: receivers,] [added: receivers] and by providing retention credits.

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

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 services and may exacerbate the risks described [removed: in our public filings.][added: under the caption “Item 1A.]

[removed: Business] [added: Business] Strategy - [removed: Wireless][added: Wireless]

Our Wireless segment business strategy is to expand our current target segments and profitably grow our Wireless subscriber [removed: base and commercialize and grow customer traffic on our 5G Network.][added: base.]

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

We [removed: may] [added: will] need to raise additional capital in the [removed: future,] [added: future if the AT&T Transactions and SpaceX Transactions are not completed,] which may not be available on favorable terms or at all, [removed: to fund the efforts described below, as well as,] [added: to,] among other things, make any potential Northstar Re-Auction Payment and SNR Re-Auction Payment for the AWS-3 licenses retained by the FCC.

See Note [removed: 15] [added: 1] in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.

[removed: Products] [added: Products] and Services - [removed: Wireless][added: Wireless]

We also offer a variety of value-added services, including, but not limited to, device payment and protection [added: plans, international calling and text] plans and device financing arrangements for certain qualified subscribers.

[removed: Distribution] [added: Distribution] Channels - [removed: Wireless][added: Wireless]

[removed: Competition] [added: Competition] - [removed: Wireless][added: Wireless]

We compete with a number of national wireless carriers, including Verizon, AT&T and T-Mobile, all of which are significantly larger than us, serve a significant percentage of all wireless subscribers and enjoy scale advantages compared to [removed: us.][added: us as the only nationwide MNOs in the United States.]

Additional primary competitors [added: to our Wireless segment] include, but are not limited to, Metro PCS (owned by T-Mobile), Cricket Wireless (owned by AT&T), Visible (owned by Verizon), Tracfone Wireless (owned by Verizon), Total Wireless (owned by Verizon), [added: Mint Mobile (owned by T-Mobile)] and other MVNOs such as Consumer Cellular, [removed: Mint Mobile (owned by T-Mobile),] Spectrum Mobile and Xfinity Mobile.

[removed: Business] [added: Business] Strategy [removed: – Broadband] [added: – Broadband] and Satellite [removed: Services][added: Services]

FCC Review

In the third quarter of 2025, we resolved the review by the Federal Communications Commission (the “FCC”) into EchoStar’s compliance with its build-out milestones and other obligations regarding EchoStar’s federal spectrum licenses.

We had previously received a letter from the FCC on May 9, 2025, indicating that the FCC was beginning a review of our compliance with certain obligations to provide 5G broadband service and raising certain questions regarding the September 2024 build-out extension granted by the FCC and mobile-satellite service (“MSS”) utilization in the 2 GHz band (the “May 9 Letter”).

We responded to the FCC’s subsequent public notices with filings on May 27, 2025 and June 6, 2025.

During the second quarter and the beginning of the third quarter of 2025, the potential ramifications of the FCC review to our business required us to, among other things, reevaluate the deployment of our resources and as a result, we elected not to make interest payments on a certain portion of our long-term senior notes on their respective scheduled due dates.

We subsequently made such payments, including interest on the defaulted interest, within the applicable 30-day grace periods.

The FCC review introduced the possibility of reversing prior FCC grants of authority to us.

The FCC made it clear that it viewed our spectrum as being underutilized and deemed our continued ownership of such spectrum licenses inconsistent with the public interest, and that we must sell a material amount of spectrum licenses or face a wide-ranging license revocation.

Accordingly, as a result of these unforeseeable actions by the FCC that were outside of our control, we entered into the AT&T Transactions and SpaceX Transactions, as defined below, whereby we agreed to sell a material amount of our spectrum licenses for cash and an Amended Equity Amount, as defined below.

In August 2025, following these transactions, we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in our Hybrid MNO business, as defined in “_Segments-Wireless_” below.

Furthermore, we believe the FCC’s actions and the resulting AT&T Transactions and SpaceX Transactions constitute one or more force majeure events under certain of our 5G Network-related contracts.

On September 8, 2025, we received a follow-up letter from the FCC (the “September 8 Letter”).

The September 8 Letter states, among other things, that FCC Chairman Carr has “asked FCC staff to bring the agency’s investigation to conclusion” by directing FCC staff to: “(1) dismiss VTel Wireless’s petition for reconsideration; (2) confirm that EchoStar holds exclusive terrestrial and MSS rights over the AWS-4 spectrum to which it is currently licensed; and (3) find that relevant FCC buildout and other related obligations have been satisfied by EchoStar in view of the company’s current FCC milestones.”

AT&T License Purchase Agreement

On August 25, 2025, we and AT&T Mobility II LLC, a Delaware limited liability company, and subsidiary of AT&T Inc. (“AT&T”) entered into a License Purchase Agreement (the “AT&T License Purchase Agreement,” and the transactions contemplated thereby, the “AT&T Transactions”).

Pursuant to the terms and subject to the conditions set forth in the AT&T License Purchase Agreement, we have agreed to sell all our 3.45–3.55 GHz and 600 MHz spectrum licenses, including licenses exchanged as part of the Omega License Purchase Agreement, as defined and detailed in Note 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K, (collectively, the “3.45 GHz and 600 MHz Licenses”), and to a 99-year extension of existing leases for AT&T’s exclusive use of certain wireless spectrum licenses in Hawaii for an aggregate purchase price of $22.650 billion in cash, subject to certain potential adjustments (the “Closing Purchase Price”).

The AT&T License Purchase Agreement also extends to AT&T the right to lease certain 3.45 GHz licenses from us, which AT&T exercised, subject to a short-term spectrum manager lease, at the end of the third quarter of 2025.

The Closing Purchase Price is subject to downward adjustment in the event certain 3.45 GHz and 600 MHz Licenses are ultimately excluded by either us or AT&T under certain circumstances.

We are not obligated to consummate the AT&T Transactions if the Closing Purchase Price, after giving effect to the aggregate amount of any such adjustments, is less than $18.6 billion (the “Minimum Purchase Price”).

However, if the aggregate amount of such reductions would otherwise reduce the Closing Purchase Price below the Minimum Purchase Price, AT&T may elect to pay the Minimum Purchase Price at closing, in which case this condition will be deemed satisfied.

The AT&T License Purchase Agreement provides that, at the closing of the AT&T Transactions, any amounts outstanding under that certain Loan and Security Agreement, dated November 26, 2021, between DISH DBS as lender and DISH Network will be repaid in full using proceeds from the AT&T Transactions to the respective holders of the DISH 2021 Intercompany Loan (the “DISH 2021 Intercompany Loan Payoff”).

The DISH 2021 Intercompany Loan Payoff includes $2.844 billion due to DISH DBS as of December 31, 2025 for the DISH 2021 Intercompany Loan 2028 Tranche.

The DISH 2021 Intercompany Loan is secured by the 3.45 GHz Licenses and certain other wireless spectrum licenses.

In addition, all outstanding 11 3/4% Senior Secured Notes due November 15, 2027 issued pursuant to that certain Secured Indenture, dated November 15, 2022 (“DISH Secured Indenture”), by and among DISH Network Corporation, the Guarantors identified therein, and U.S. Bank Trust Company, National Association, as trustee and collateral agent, will be redeemed concurrently with the closing in accordance with the terms of the DISH Secured Indenture (the “Redemption”).

As of December 31, 2025, the aggregate principal amount outstanding of our 11 3/4% Senior Secured Notes due November 15, 2027 was $3.5 billion and is secured by the 600 MHz Licenses.

The AT&T Transactions are subject to a number of terms and conditions set forth in the AT&T License Purchase Agreement.

The completion of the AT&T Transactions are subject to the satisfaction or waiver of customary closing conditions, including, but not limited to, certain government approvals, including, among other things, receipt of certain consents and approvals from the FCC and the United States Department of Justice (the “DOJ”).

The AT&T License Purchase Agreement also provides for specified termination rights by each party in certain circumstances.

The closing is expected to occur in the first half of 2026.

The description of the AT&T License Purchase Agreement is not complete and is qualified in its entirety by reference to the License Purchase Agreement filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

*​*

*​*

_Amendments to the Network Services Agreement_

Simultaneously with the execution of the AT&T License Purchase Agreement, DISH Wireless L.L.C., our subsidiary and AT&T Mobility LLC, a subsidiary of AT&T, entered into the Fifth Amendment (the “Fifth Amendment”) and the Sixth Amendment (the “Sixth Amendment”) to the Network Services Agreement dated as of July 14, 2021 by and among DISH Wireless L.L.C. and AT&T Mobility LLC (as amended, the “NSA”).

The Sixth Amendment sets forth new terms including reduced rates if we meet certain minimum data thresholds while transitioning to a Hybrid MNO.

Under a Hybrid MNO, we operate certain portions of the network infrastructure such as the network core and billing and provisioning software, while our network partner, AT&T, provides certain elements including base stations, radios, radio access network (RAN) software and spectrum frequencies.

We were not obligated to transition to a Hybrid MNO or meet the specified data thresholds, but were not entitled to the terms of the Sixth Amendment unless we met such thresholds.

In the fourth quarter of 2025, we gave notice to AT&T that we had met such thresholds, triggering the Sixth Amendment rates and AT&T agreed to provide these services to us through December 31, 2031.

During the term of the Sixth Amendment, we have the option to extend the Sixth Amendment up to two times for additional extension terms of 2-years each, until either December 31, 2033 or December 31, 2035 (each an “Extension Term”).

The Fifth and Sixth Amendments, in addition to any Extension Term we exercise, also contain certain minimum purchase commitments.

_Merger with DISH Network_

On December 31, 2023, we completed the acquisition of DISH Network pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 (the “Amended Merger Agreement”), by and among us, EAV Corp., a Nevada corporation and our wholly owned subsidiary (“Merger Sub”), and DISH Network, pursuant to which we acquired DISH Network by means of the merger of Merger Sub with and into DISH Network (the “Merger”), with DISH Network surviving the Merger as our wholly owned subsidiary.

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.

​

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.

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.

We are currently operating primarily as a mobile virtual network operator (“MVNO”) as we continue our 5G Network Deployment and commercialize and 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.

We have committed to 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 deadlines.

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.

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

_Boost Mobile postpaid_.

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 are currently operating primarily as an MVNO as we continue our 5G Network Deployment and commercialize and grow customer traffic on our 5G Network.

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

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

We continue to commercialize 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.

There can be no assurance that we will be able to complete all build-out requirements or profitably deploy our Wireless spectrum licenses, which may affect the carrying amount of these assets and our future financial condition or results of operations.

We may need to make significant additional investments or partner with others to, among other things, continue our 5G Network Deployment and further commercialize, build-out and integrate these licenses and related assets and any additional acquired licenses and related assets, as well as to comply with regulations applicable to such licenses.

Depending on the nature and scope of such activities, any such investments or partnerships could vary significantly.

In addition, as we continue our 5G Network Deployment, we have and may continue to incur significant additional expenses related to, among other things, research and development, wireless testing and ongoing upgrades to the wireless network infrastructure, software and third-party integration.

As a result of these investments, among other factors, we may need to raise additional capital, which may not be available on favorable terms or at all.

We may also determine that additional wireless spectrum licenses may be required for our 5G Network Deployment, which will enhance our ability to compete effectively with other wireless service providers.

Verizon, AT&T and T-Mobile are currently the only nationwide MNOs in the United States.

We expect demand for broadband internet access, connectivity, networking and related value-added services will continue to grow across all major end-user markets – consumer, business, enterprise, aeronautical and government.

Our strategic objective is to maintain our leadership position and grow our competitive advantage by using our satellite assets, expertise, technologies, capital, investments, global presence, relationships, spectrum assets and other capabilities for development of leading-edge technologies and services marketed to targeted sectors within these markets globally.

Developments toward the launch of next-generation satellite systems, including LEO, MEO and geostationary systems, as well as other multi-transport technologies, could provide additional opportunities to increase demand for our equipment, hardware, technology and services.

●500 MHz of Ku-band FSS spectrum that is divided into 18 frequency channels at the 118.7 degree orbital location, which is a Canadian FSS slot that is capable of providing service to CONUS, Alaska and Hawaii; and

These systems are in the early stages of launch, deployment and operation.

Media Ownership Rules. In 2016, the broadcast industry petitioned the FCC to relax its media ownership rules, which, among other things, limit the number of commonly owned TV stations per market and restrict newspaper/broadcast cross-ownership and radio/TV cross-ownership.

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

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

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of Class A common stock held by non-affiliates of the registrant was [removed: $2.153] [added: $3.741] 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 [removed: 20, 2025,] [added: 25, 2026,] the registrant’s outstanding common stock consisted of [removed: 155,094,308] [added: 157,527,391] 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: 2025] [added: 2026] Annual Meeting of Shareholders are incorporated by reference in Part III.

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| ​ | [added: ​ ​ ​] | [PART I](#PARTI_262493) | ​ |

| [Item 1A.](#Item1ARISKFACTORSLegaltoworktocombineloo) | ​ | [Risk Factors](#Item1ARISKFACTORSLegaltoworktocombineloo) | [removed: 22] [added: 27] |

| [Item 1B.](#Item1BUNRESOLVEDSTAFFCOMMENTS_382972) | ​ | [Unresolved Staff Comments](#Item1BUNRESOLVEDSTAFFCOMMENTS_382972) | [removed: 49] [added: 58] |

| [Item 1C](#Item1CCYBERSECURITYOpen_69005) | ​ | [Cybersecurity](#Item1CCYBERSECURITYOpen_69005) | [removed: 49] [added: 58] |

| [Item 2.](#Item2PROPERTIES_610331) | ​ | [Properties](#Item2PROPERTIES_610331) | [removed: 51] [added: 60] |

| [Item 3.](#Item3LEGALPROCEEDINGS_42110) | ​ | [Legal Proceedings](#Item3LEGALPROCEEDINGS_42110) | [removed: 51] [added: 60] |

| [Item 4.](#Item4MINESAFETYDISCLOSURES_613592) | ​ | [Mine Safety Disclosures](#Item4MINESAFETYDISCLOSURES_613592) | [removed: 51] [added: 60] |

| [Item 5.](#Item_5) | ​ | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item_5) | [removed: 51] [added: 61] |

| [Item 6.](#Item_6) | ​ | [\[Reserved\]](#Item_6) | [removed: 53] [added: 61] |

| [Item 7.](#Item7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | ​ | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [removed: 54] [added: 62] |

| [Item 7A.](#Item7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | ​ | [Quantitative and Qualitative Disclosures About Market Risk](#Item7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [removed: 100] [added: 118] |

| [Item 8.](#Item8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | ​ | [Financial Statements and Supplementary Data](#Item8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | [removed: 102] [added: 120] |

| [Item 9.](#Item9CHANGESINANDDISAGREEMENTSWITHACCOUN) | ​ | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#Item9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [removed: 102] [added: 120] |

| [Item 9A.](#Item9ACONTROLSANDPROCEDURES_922524) | ​ | [Controls and Procedures](#Item9ACONTROLSANDPROCEDURES_922524) | [removed: 102] [added: 120] |

| [Item 9B.](#Item9BOTHERINFORMATION_168183) | ​ | [Other Information](#Item9BOTHERINFORMATION_168183) | [removed: 103] [added: 121] |

| [Item 9C.](#Item9CDISCLOSUREREGARDINGFOREIGNJURISDIC) | ​ | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDISCLOSUREREGARDINGFOREIGNJURISDIC) | [removed: 103] [added: 121] |

| [Item 10.](#Item10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | ​ | [Directors, Executive Officers and Corporate Governance](#Item10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [removed: 103] [added: 121] |

| [Item 11.](#Item11EXECUTIVECOMPENSATION_903179) | ​ | [Executive Compensation](#Item11EXECUTIVECOMPENSATION_903179) | [removed: 103] [added: 122] |

| [Item 12.](#Item12SECURITYOWNERSHIPOFCERTAINBENEFICI) | ​ | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [removed: 103] [added: 122] |

| [Item 13.](#Item13CERTAINRELATIONSHIPSANDRELATEDTRAN) | ​ | [Certain Relationships and Related Transactions, and Director Independence](#Item13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [removed: 104] [added: 122] |

| [Item 14.](#Item14PRINCIPALACCOUNTINGFEESANDSERVICES) | ​ | [Principal Accounting Fees and Services](#Item14PRINCIPALACCOUNTINGFEESANDSERVICES) | [removed: 104] [added: 122] |

| [Item 15.](#Item15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | ​ | [Exhibits, Financial Statement Schedules](#Item15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | [removed: 104] [added: 122] |

| [Item 16.](#Item16FORM10KSUMMARY_441010) | ​ | [Form 10-K Summary](#Item16FORM10KSUMMARY_441010) | [removed: 115] [added: 133] |

| ​ | ​ | [Signatures](#SIGNATURES_844842) | [removed: 116] [added: 134] |

[removed: DISCLOSURE] [added: DISCLOSURE] REGARDING FORWARD-LOOKING [removed: STATEMENTS][added: STATEMENTS]

| | ● | Through the MNSA and the NSA, we depend [removed: 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 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 have substantial debt outstanding and may incur additional [removed: debt] [added: debt,] and covenants in our Indentures could limit our ability to undertake certain types of activities and adversely affect our liquidity. |

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

| | ● | We are controlled by one principal stockholder who is our [removed: Chairman.] [added: Chairman, President and Chief Executive Officer.] |

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

Risks Relating to Pending Transactions

| | ● | The timing and closing of the AT&T Transactions and SpaceX Transactions are not certain, and are subject to certain conditions, some of which we cannot control, which could result in the AT&T Transactions or SpaceX Transactions, respectively, not being completed or being completed later than we expect, which could have a material adverse impact on our expected leverage and available cash-on-hand, as well as costs and revenues, or otherwise reduce the anticipated benefits of the AT&T Transactions and SpaceX Transactions, respectively. |

Risks Related to Our Potential Investment in SpaceX

| | ● | Investor expectations regarding our potential investment in SpaceX may be currently influencing our stock price, and, if so, any adverse developments relating to SpaceX, changes in market perception of SpaceX or failure to complete the SpaceX Transaction could materially and negatively impact the market price of our Class A common stock. |

| | ● | Changes in trade policies, including, but not limited to, tariffs and other restrictions, could, among other things, increase our costs, disrupt our supply chain and negatively affect our business, operations and financial condition. |

| | ● | We, and certain of our subsidiaries, currently do not have the necessary cash on hand, projected future cash flows or committed financing to fund our obligations over the next twelve months, which raises substantial doubt about our, and certain of our subsidiaries, ability to continue as a going concern. |

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

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

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

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

These risks include, among other things: operational and legal risks including intellectual property theft or loss, fraud, extortion, harm to employees or customers and violation of data privacy or security [removed: laws.][added: regulation.]

Our framework is informed in part by the National Institute of Standards and Technology (NIST) Cybersecurity Framework, although this does not imply that we meet all [removed: technical standards, specifications or] requirements under NIST.

We have [removed: an enterprise-wide information] [added: a cybersecurity] security program designed to identify, [removed: protect against,] detect, [added: and] respond to [added: threats] and [added: vulnerabilities, and protect the enterprise and respond and] recover from cybersecurity [removed: risks, threats] [added: events] and [removed: events.][added: incidents when they do occur.]

Our [removed: cyber] [added: cybersecurity] risk management [removed: system] [added: program] contributes significantly to the overall resilience and integrity of our business by, among other things, integrating the risk identification process in all major company initiatives and deployment processes, implementing a unified approach to managing both digital and traditional business risks, making continuous improvements and regularly reporting to management and the Board of Directors as a whole to ensure [removed: accountability.][added: senior-level visibility.]

We have experienced cyber-attacks [removed: or] [added: and] other malicious activities that disrupted our business in the past.

We describe [removed: whether] [added: if] and how risks from identified cybersecurity threats, including, but not limited to, as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition included as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K.

Team members who support our information security program have relevant education, professional certifications and industry experience, including but not limited to, holding similar positions at large [removed: technology companies.][added: enterprises.]

[removed: Preparation for and, where possible prevention of cybersecurity incidents involves regular and structured] [added: These] briefings [removed: to key management on] [added: involve] risk remediation measures that should be taken to decrease, among other things, the likelihood and severability of incidents and to mitigate and manage their effects.

The [removed: CEO, COO, CIO, CLO] [added: senior management] and other members of management receive detailed updates on cybersecurity risks on a regular basis, no less frequently than monthly, or when significant risks or incidents are identified.

We anticipate that we will continue to evaluate and address as needed our cybersecurity risk management, policies, structure, strategies and governance [added: in order] to meet our [removed: needs.][added: needs as the cybersecurity threat landscape evolves.]

The Cybersecurity team provides regular briefings, no less frequently than monthly, to senior management and other relevant teams on preparation for and, where possible prevention of cybersecurity incidents.

The team provides regular reports, no less frequently than monthly, to senior management and other relevant teams, including, but not limited to, the Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), Chief Information Officer (“CIO”) and Chief Legal Officer (“CLO”).

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

| Corporate headquarters, Englewood, Colorado | ​ | All | ​ | X | ​ | ​ | [removed: ​ |]

| General offices, Littleton, Colorado | ​ | [removed: Wireless] [added: Wireless/Other] | ​ | ​ | ​ | X | [removed: ​ |]

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

| General offices and warehouse, Griesheim, Germany | ​ | Broadband and Satellite Services | ​ | X | ​ | ​ | [removed: ​ |]

| Customer call center, warehouse, service, and remanufacturing center, El Paso, Texas | ​ | Pay-TV | ​ | X | ​ | ​ | [removed: ​ |]

| Data center, gateways, equipment and operations, Cheyenne, Wyoming | ​ | All | ​ | X | ​ | ​ | [removed: ​ |]

| Digital broadcast operations center, Cheyenne, Wyoming | ​ | Pay-TV | ​ | X | ​ | ​ | [removed: ​ |]

| Digital broadcast operations center and gateways, Gilbert, Arizona | ​ | Pay-TV/Broadband and Satellite Services | ​ | X | ​ | ​ | [removed: ​ |]

| Engineering offices and service center, Englewood, Colorado | ​ | Pay-TV | ​ | X | ​ | ​ | [removed: ​ |]

| Warehouse, Denver, Colorado | ​ | Pay-TV | ​ | X | ​ | ​ | [removed: ​ |]

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

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

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

Furthermore, our Pay-TV segment owns or leases capacity on [removed: nine] [added: eight] satellites, [added: with an additional two satellites under construction,] which are a major component of our DISH TV services and our Broadband and Satellite Services segment currently owns or leases capacity on [removed: nine] [added: seven] satellites, which are a major component of the Broadband and Satellite Services segment.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | ​ | ​ | ​ | ​ | ​ | | ​ |

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

| --- | --- |

Market Information

Our Class A common stock is quoted on the Nasdaq Global Select Market under the symbol “SATS.” As of February 20, 2025, there were approximately 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 20, 2025, all of the 131,348,468 outstanding shares of our Class B common stock were beneficially held by Charles W.

Ergen, our Chairman, and by certain entities established by Mr. Ergen for the benefit of his family.

There is currently no trading market for our Class B common stock.

Dividends

We have not paid any cash dividends on our common stock in the past two years.

We currently do not intend to declare dividends on our common stock.

Payment of any future dividends will depend upon our earnings, capital requirements, contractual restrictions and other factors the Board of Directors considers appropriate.

Our ability to declare dividends is affected by the covenants in our and our subsidiaries’ indentures.

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

Securities Authorized for Issuance Under Equity Compensation Plans

See “_Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters_” in this Annual Report on Form 10-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

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

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

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

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | Total Number of | ​ | Maximum Approximate | |

| ​ | ​ | Total | ​ | ​ | ​ | ​ | Shares Purchased | ​ | Dollar Value of Shares | |

| ​ | ​ | Number of | ​ | Average | | ​ | as Part of Publicly | ​ | that May Yet be | |

| ​ | ​ | Shares | ​ | Price Paid | | ​ | Announced | ​ | Purchased Under the | |

| Period | | Purchased | | per Share | | | Programs | | Programs (1) | |

Market Information

Our Class A common stock is quoted on the Nasdaq Global Select Market under the symbol “SATS.” As of February 25, 2026, there were approximately 8,093 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 25, 2026, all of the 131,348,468 outstanding shares of our Class B common stock were beneficially held by Charles W.

Ergen, our Chairman, and by certain entities established by Mr. Ergen for the benefit of his family.

There is currently no trading market for our Class B common stock.

Dividends

We have not paid any cash dividends on our common stock in the past two years.

We currently do not intend to declare dividends on our common stock.

Payment of any future dividends will depend upon our earnings, capital requirements, contractual restrictions and other factors the Board of Directors considers appropriate.

Our ability to declare dividends is affected by the covenants in our and our subsidiaries’ indentures.

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

Securities Authorized for Issuance Under Equity Compensation Plans

See “_Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters_” in this Annual Report on Form 10-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Stock Repurchase Program

*​*

The following table provides information regarding purchases of our Class A common stock made by us for the period from October 1, 2025 through December 31, 2025.

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

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | Total Number of | ​ | Maximum Approximate | |

| ​ | ​ | Total | ​ | ​ | ​ | ​ | Shares Purchased | ​ | Dollar Value of Shares | |

| ​ | ​ | Number of | ​ | Average | | ​ | as Part of Publicly | ​ | that May Yet be | |

| ​ | ​ | Shares | ​ | Price Paid | | ​ | Announced | ​ | Purchased Under the | |

| Period | ​ ​ ​ | Purchased | ​ ​ ​ | per Share | | ​ ​ ​ | Programs | ​ ​ ​ | Programs (1) | |

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

| ​ | ​ | (In thousands, except share data) | | | | | | | | |

| October 1, 2025 - October 31, 2025 | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 1,000,000 |

| November 1, 2025 - November 30, 2025 | ​ | 1,789,020 | ​ | $ | 27.12 | ​ | 1,789,020 | ​ | $ | 951,488 |

| December 1, 2025 - December 31, 2025 | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 951,488 |

| Total | ​ | 1,789,020 | ​ | $ | 27.12 | ​ | 1,789,020 | ​ | $ | 951,488 |

| (1) | Our Board of Directors previously authorized stock repurchases of up to $1.0 billion of our outstanding Class A common stock through and including December 31, 2026. On February 26, 2026, our Board of Directors extended the plan such that we are currently authorized to repurchase up to $2.0 billion of our outstanding shares of our Class A common stock through and including December 31, 2026. 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. |

| --- | --- |

| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |

| --- | --- |

_You should read the following management’s discussion and analysis of our financial condition and results of operations together with the audited consolidated financial statements and notes to our financial statements included elsewhere in this Annual Report on Form 10-K.

This management’s discussion and analysis is intended to help provide an understanding of our financial condition, changes in financial condition and results of our operations and contains forward-looking statements that involve risks and uncertainties.

The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results.

Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed under the caption “Item 1A.

Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Furthermore, such forward-looking statements speak only as of the date of this Annual Report on Form 10-K and we expressly disclaim any obligation to update any forward-looking statements._

*​*

Overview

Recent Developments

_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.

Segments

​

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

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

See Note 16 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.

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 service and great value.

We offer Pay-TV services under the DISH® brand and the SLING® brand.

We promote our Pay-TV services by providing our subscribers with a better “price-to-value” relationship and experience than those available from other subscription television service providers.

We market our SLING TV services to consumers who do not subscribe to traditional satellite and cable pay-TV services, as well as to current and recent traditional pay-TV subscribers who desire a lower cost alternative.

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 offer customers value by providing choice and flexibility in our Wireless services.

We offer competitive consumer plans with no annual service contracts and device financing arrangements for certain qualified subscribers.

Our Wireless segment business strategy is to expand our current target segments and profitably grow our Wireless subscriber base and commercialize and grow customer traffic on our 5G Network.

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

We are currently operating primarily as an MVNO as we continue our 5G Network Deployment and commercialize and grow customer traffic on our 5G Network.

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 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.

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

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.

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.

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] 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.

[removed: 10b5-1] [added: 10b5-1] Trading [removed: Arrangements][added: Arrangements]

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: 2024,] [added: 2025,] as such terms are defined under Item 408(a) of Regulation S-K, except as follows:

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective February 26, 2026, Paul W.

Orban, age 57, was appointed as Executive Vice President and Chief Financial Officer of EchoStar and continues to be responsible for all aspects of our finance, accounting, tax, treasury, internal audit and supply chain departments.

Mr. Orban previously served as our Principal Financial Officer since the effective date of the Merger in December 2023 and continues to serve as Executive Vice President and Chief Financial Officer of DISH Network since July 2019.

As Executive Vice President and Chief Financial Officer of DISH Network, Mr. Orban also has responsibility for all aspects of DISH Network’s finance, accounting, tax, treasury, internal audit and supply chain departments.

Previously, Mr. Orban served as Senior Vice President and Chief Accounting Officer of DISH Network from December 2015 to July 2019, Senior Vice President and Corporate Controller from September 2006 to December 2015 and as Vice President and Corporate Controller from September 2003 to September 2006.

He also served as EchoStar’s Senior Vice President and Corporate Controller pre-Merger from 2008 to 2012 pursuant to a management services agreement between DISH Network and EchoStar.

Since joining DISH Network in 1996, Mr. Orban has held various other positions of increasing responsibility in our accounting department.

Prior to DISH Network, Mr. Orban was an auditor with Arthur Andersen LLP.

On December 9, 2025, Paul W.

Orban, Executive Vice President and Chief Financial Officer, terminated his Rule 10b5-1 Plan dated September 12, 2025 for the potential sale of up to 52,874 shares of our Class A common stock.

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.

The information required by this Item will be set forth in our Proxy Statement for the [removed: 2025] [added: 2026] 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: 2025] [added: 2026] Annual Meeting of Shareholders, which information is hereby incorporated herein by reference.

| Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |

| --- | --- |

| Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |

The information required by this Item will be set forth in our Proxy Statement for the 2026 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 2026 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: 2025] [added: 2026] Annual Meeting of Shareholders, which information is hereby incorporated herein by reference.

​

| [removed: 2.1*] [added: 10.42*] | ​ | [removed: [Asset Purchase Agreement, dated as of July 26, 2019, by and among T-Mobile US, Inc., Sprint Corporation and DISH Network Corporation] [added: [Incentive Stock Option Agreement] (incorporated by reference from Exhibit [removed: 2.2] [added: 10.1] to the Quarterly Report on Form 10-Q of DISH Network Corporation filed [removed: July 29, 2019).](https://www.sec.gov/Archives/edgar/data/1001082/000155837019006461/dish-20190630ex220782796.htm)] [added: November 6, 2020). ](https://www.sec.gov/Archives/edgar/data/1001082/000155837020013008/dish-20200930xex10d1.htm)] | | |

| [removed: 2.2*] [added: 4.22*] | ​ | [removed: [First Amendment to the Asset Purchase] [added: [Loan and Security] Agreement, dated [removed: June 17, 2020, by and] [added: as of November 26, 2021,] between DISH [removed: Network] [added: DBS Corporation] and [removed: NTM] [added: DISH Network Corporation] (incorporated by reference from Exhibit [removed: 99.1 of] [added: 4.3 to] the Current Report on Form 8-K of DISH Network Corporation filed [removed: June 17, 2020).](https://www.sec.gov/Archives/edgar/data/1001082/000100108220000027/dish-20200617ex9914595c9.htm)] [added: November 26, 2021).](https://www.sec.gov/Archives/edgar/data/1001082/000110465921143897/tm2133750d1_ex4-3.htm)] | | |

| [removed: 2.3] [added: 2.1] | ​ | [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) | | |

| 3.1 | ​ | [removed: [Complied] [added: [Compiled] 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 | ​ | [removed: [Complied] [added: [Compiled] 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) | | |

| [removed: 4.18*] [added: 4.19*] | ​ | [Indenture, relating to the [removed: 0% Convertible] [added: 5 1/8% Senior] Notes due [removed: 2025,] [added: 2029,] dated as of [removed: December 21, 2020, by and between] [added: May 24, 2021 among] DISH [removed: Network Corporation] [added: 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: December 22, 2020).](https://www.sec.gov/Archives/edgar/data/1001082/000110465920138382/tm2039047d1_ex4-1.htm)] [added: May 24, 2021).](https://www.sec.gov/Archives/edgar/data/1001082/000110465921071173/tm2117189d1_ex4-1.htm)] | | |

| [removed: 4.19*] [added: 4.18*] | ​ | [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: 4.20*] [added: 4.26*] | ​ | [removed: [First] [added: [Second] Supplemental [removed: Indenture,] [added: Indenture] relating to [removed: the] DISH [removed: 2.375%] [added: Network Corporation’s 3.375%] Convertible Notes due [removed: 2024,] [added: 2026,] dated as of [removed: December 29, 2023,] [added: November 12, 2024, by and] among [added: EchoStar Corporation,] DISH Network [removed: Corporation, EchoStar] Corporation and U.S. Bank Trust Company, National Association [removed: (as successor to U.S. Bank National Association), as Trustee] (incorporated by reference from Exhibit [removed: 4.4] [added: 4.2] to the Current Report on Form 8-K of EchoStar Corporation filed [removed: January 2, 2024).](https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/tm2333745d3_ex4-4.htm)] [added: November 14, 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-2.htm)] | | |

| [removed: 4.21*] [added: 4.23*] | ​ | [removed: [First Supplemental] [added: [Secured] Indenture, relating to the [removed: DISH 0% Convertible] [added: 11.75% Senior Secured] Notes due [removed: 2025,] [added: 2027,] dated as of [removed: December 29, 2023,] [added: November 15, 2022,] among DISH Network Corporation, [removed: EchoStar Corporation] [added: the guarantors named on the signature pages thereto] and U.S. Bank Trust Company, National [removed: Association (as successor to U.S. Bank National Association),] [added: Association,] as [removed: Trustee] [added: trustee and collateral agent] (incorporated by reference from Exhibit [removed: 4.6] [added: 4.1] to the Current Report on Form 8-K of [removed: EchoStar] [added: DISH Network] Corporation filed January [removed: 2, 2024).](https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/tm2333745d3_ex4-6.htm)] [added: 26, 2023).](https://www.sec.gov/Archives/edgar/data/1001082/000110465923007047/tm233537d3_ex4-1.htm)] | | |

| [removed: 4.22*] [added: 4.20*] | ​ | [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)] | | |

| [removed: 4.23*] [added: 4.21*] | ​ | [removed: [Indenture, relating to the 5 1/4% Senior Secured Notes due 2026 and the 5 3/4% Senior Secured Notes due 2028,] [added: [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 [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 November 26, [removed: 2021).](https://www.sec.gov/Archives/edgar/data/1001082/000110465921143897/tm2133750d1_ex4-1.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1001082/000110465921143897/tm2133750d1_ex4-2.htm)] | | |

| 4.24* | ​ | [Security Agreement, dated as of November [removed: 26, 2021,] [added: 15, 2022,] among [removed: DISH DBS Corporation,] the [added: secured] guarantors named on the signature pages thereto and U.S. Bank [added: Trust Company,] National Association, as [removed: Collateral Agent] [added: collateral agent] (incorporated by reference from Exhibit 4.2 to the Current Report on Form 8-K of DISH Network Corporation filed November [removed: 26, 2021).](https://www.sec.gov/Archives/edgar/data/1001082/000110465921143897/tm2133750d1_ex4-2.htm)] [added: 15, 2022).](https://www.sec.gov/Archives/edgar/data/1001082/000110465922119157/tm2229374d3_ex4-2.htm)] | | |

| [removed: 4.25*] [added: 10.54*] | ​ | [removed: [Loan and Security] [added: [Letter] Agreement, dated as of [removed: November] [added: December] 26, [removed: 2021,] [added: 2025, by and] between [removed: DISH DBS Corporation] [added: EchoStar] and [removed: DISH Network Corporation] [added: Hamid Akhavan] (incorporated by reference from Exhibit [removed: 4.3 to] [added: 10.1 of] the Current Report on Form 8-K of [removed: DISH Network] [added: EchoStar] Corporation filed [removed: November 26, 2021).](https://www.sec.gov/Archives/edgar/data/1001082/000110465921143897/tm2133750d1_ex4-3.htm)] [added: December 29, 2025).](https://www.sec.gov/Archives/edgar/data/1001082/000141540425000052/tmb-20251226xex10d1.htm)] | | |

| [removed: 4.26*] [added: 4.30*] | ​ | [removed: [Secured Indenture,] [added: [Indenture] relating to [removed: the 11.75%] [added: EchoStar Corporation’s 3.875% Convertible] Senior Secured Notes due [removed: 2027,] [added: 2030,] dated as of November [removed: 15, 2022,] [added: 12, 2024, by and] among [removed: DISH Network] [added: EchoStar] Corporation, the guarantors named [removed: on the signature pages thereto] [added: therein,] and [removed: U.S.] [added: The] Bank [added: of New York Mellon] Trust Company, [removed: National Association,] [added: N.A.,] as trustee and [added: notes] collateral agent (incorporated by reference from Exhibit [removed: 4.1] [added: 4.6] to the Current Report on Form 8-K of [removed: DISH Network] [added: EchoStar] Corporation filed [removed: January 26, 2023).](https://www.sec.gov/Archives/edgar/data/1001082/000110465923007047/tm233537d3_ex4-1.htm)] [added: November 14, 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-6.htm)] | | |

| [removed: 4.27*] [added: 4.31*] | ​ | [Security [removed: Agreement,] [added: Agreement relating to EchoStar Corporation’s 3.875% Convertible Senior Secured Notes due 2030,] dated as of November [removed: 15, 2022,] [added: 12, 2024, by and] among the [removed: secured] guarantors named [removed: on the signature pages thereto] [added: therein] and [removed: U.S.] [added: The] Bank [added: of New York Mellon] Trust Company, [removed: National Association,] [added: N.A.,] as [added: notes] collateral agent (incorporated by reference from Exhibit [removed: 4.2] [added: 4.7] 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_ex4-7.htm)] | | |

| [removed: 4.28*] [added: 4.25*] | ​ | [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) | | |

| [removed: 4.29*] [added: 4.35*] | ​ | [removed: [Second Supplemental Indenture] [added: [Indenture] relating to [removed: DISH Network] [added: EchoStar] Corporation’s [removed: 0% Convertible] [added: 10.750% Senior Spectrum Secured] Notes due [removed: 2025,] [added: 2029,] dated as of November 12, 2024, by and among EchoStar Corporation, [removed: DISH Network Corporation] [added: the guarantors named therein,] and [removed: U.S.] [added: The] Bank [added: of New York Mellon] Trust Company, [removed: National Association] [added: N.A., as trustee and notes collateral agent] (incorporated by reference from Exhibit [removed: 4.1] [added: 4.11] to the Current Report on Form 8-K of EchoStar Corporation filed November 14, [removed: 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-1.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-11.htm)] | | |

| [removed: 4.30*] [added: 4.32*] | ​ | [removed: [Second Supplemental Indenture] [added: [Pledge Agreement] relating to [removed: DISH Network] [added: EchoStar] Corporation’s [removed: 3.375%] [added: 3.875%] Convertible [added: Senior Secured] Notes due [removed: 2026,] [added: 2030,] dated as of November 12, 2024, by and among [removed: EchoStar Corporation, DISH Network Corporation] [added: the guarantors named therein] and [removed: U.S.] [added: The] Bank [added: of New York Mellon] Trust Company, [removed: National Association] [added: N.A., as notes collateral agent] (incorporated by reference from Exhibit [removed: 4.2] [added: 4.8] to the Current Report on Form 8-K of EchoStar Corporation filed November 14, [removed: 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-2.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-8.htm)] | | |

| [removed: 4.31*] [added: 4.27*] | ​ | [Indenture relating to EchoStar Corporation’s 6.75% Senior Spectrum Secured Exchange Notes due 2030, dated as of November 12, 2024, by and among EchoStar Corporation, the guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent (incorporated by reference from Exhibit 4.3 to the Current Report on Form 8-K of EchoStar Corporation filed November 14, 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-3.htm) | | |

| [removed: 4.32*] [added: 4.28*] | ​ | [Security Agreement relating to EchoStar Corporation’s 6.75% Senior Spectrum Secured Exchange Notes due 2030, dated as of November 12, 2024, by and among the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as notes collateral agent (incorporated by reference from Exhibit 4.4 to the Current Report on Form 8-K of EchoStar Corporation filed November 14, 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-4.htm) | | |

| [removed: 4.33*] [added: 4.29*] | ​ | [Pledge Agreement relating to EchoStar Corporation’s 6.75% Senior Spectrum Secured Exchange Notes due 2030, dated as of November 12, 2024, by and among the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as notes collateral agent (incorporated by reference from Exhibit 4.5 to the Current Report on Form 8-K of EchoStar Corporation filed November 14, 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-5.htm) | | |

| [removed: 4.34*] [added: 4.36*] | ​ | [removed: [Indenture] [added: [Security Agreement] relating to EchoStar Corporation’s [removed: 3.875% Convertible] [added: 10.750%] Senior [added: Spectrum] Secured Notes due [removed: 2030,] [added: 2029,] dated as of November 12, 2024, by and among [removed: EchoStar Corporation,] the guarantors named [removed: therein,] [added: therein] and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee and] notes collateral agent (incorporated by reference from Exhibit [removed: 4.6] [added: 4.12] to the Current Report on Form 8-K of EchoStar Corporation filed November 14, [removed: 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-6.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-12.htm)] | | |

| [removed: 4.35*] [added: 4.37*] | ​ | [removed: [Security] [added: [Pledge] Agreement relating to EchoStar Corporation’s [removed: 3.875% Convertible] [added: 10.750%] Senior [added: Spectrum] Secured Notes due [removed: 2030,] [added: 2029,] dated as of November 12, 2024, by and among the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as notes collateral agent (incorporated by reference from Exhibit [removed: 4.7] [added: 4.13] to the Current Report on Form 8-K of EchoStar Corporation filed November 14, [removed: 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-7.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-13.htm)] | | |

| [removed: 4.36*] [added: 4.38*] | ​ | [removed: [Pledge Agreement relating to EchoStar Corporation’s 3.875% Convertible Senior Secured Notes due 2030,] [added: [First Lien Intercreditor Agreement,] dated as of November 12, 2024, by and among the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as [added: trustee and] notes collateral agent (incorporated by reference from Exhibit [removed: 4.8] [added: 4.14] to the Current Report on Form 8-K of EchoStar Corporation filed November 14, [removed: 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-8.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-14.htm)] | | |

| [removed: 4.37*] [added: 4.33*] | ​ | [Notes Purchase Agreement relating to EchoStar Corporation’s 10.750% Senior Spectrum Secured Notes due 2029, dated as of November 8, 2024, by and among EchoStar Corporation, the guarantors named therein and the purchasers named therein (incorporated by reference from Exhibit 4.9 to the Current Report on Form 8-K of EchoStar Corporation filed November 14, 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-9.htm) | | |

| [removed: 4.38*] [added: 4.34*] | ​ | [Notes Purchase Agreement relating to EchoStar Corporation's 3.875% Convertible Senior Secured Notes due 2030, dated as of November 8, 2024, by and among EchoStar Corporation, the guarantors named therein and the purchasers named therein (incorporated by reference from Exhibit 4.10 to the Current Report on Form 8-K of EchoStar Corporation filed November 14, 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-10.htm) | | |

| [removed: 4.39*] [added: 4.43*] | ​ | [removed: [Indenture] [added: [First Supplemental Indenture,] relating to EchoStar Corporation’s 10.750% Senior Spectrum Secured Notes due 2029, dated as of [removed: November 12, 2024,] [added: September 7, 2025,] by and among EchoStar Corporation, the guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent (incorporated by reference [removed: from] [added: to] Exhibit [removed: 4.11] [added: 4.4] to [removed: the Current] [added: EchoStar Corporation’s Quarterly] Report on Form [removed: 8-K of EchoStar Corporation] [added: 10 Q for the quarter ended September 30, 2025,] filed November [removed: 14, 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-11.htm)] [added: 6, 2025).](https://www.sec.gov/Archives/edgar/data/1415404/000110465925107277/tmb-20250930xex4d4.htm)] | | |

| 4.40* | ​ | [removed: [Security Agreement] [added: [First Supplemental Indenture,] relating to EchoStar Corporation’s [removed: 10.750%] [added: 6.75%] Senior Spectrum Secured [added: Exchange] Notes due [removed: 2029,] [added: 2030,] dated as of [removed: November 12, 2024,] [added: September 7, 2025,] by and among [added: EchoStar Corporation,] the guarantors named [removed: therein] [added: therein,] and The Bank of New York Mellon Trust Company, N.A., as [added: trustee and] notes collateral agent (incorporated by reference [removed: from] [added: to] Exhibit [removed: 4.12] [added: 4.1] to [removed: the Current] [added: EchoStar Corporation’s Quarterly] Report on Form [removed: 8-K of EchoStar Corporation] [added: 10 Q for the quarter ended September 30, 2025,] filed November [removed: 14, 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-12.htm)] [added: 6, 2025).](https://www.sec.gov/Archives/edgar/data/1415404/000110465925107277/tmb-20250930xex4d1.htm)] | | |

| 4.41* | ​ | [removed: [Pledge Agreement] [added: [First Supplemental Indenture,] relating to EchoStar Corporation’s [removed: 10.750%] [added: 3.875% Convertible] Senior [removed: Spectrum] Secured Notes due [removed: 2029,] [added: 2030,] dated as of [removed: November 12, 2024,] [added: September 7, 2025,] by and among [added: EchoStar Corporation,] the guarantors named [removed: therein] [added: therein,] and The Bank of New York Mellon Trust Company, N.A., as [added: trustee and] notes collateral agent (incorporated by reference [removed: from] [added: to] Exhibit [removed: 4.13] [added: 4.2] to [removed: the Current] [added: EchoStar Corporation’s Quarterly] Report on Form [removed: 8-K of EchoStar Corporation] [added: 10 Q for the quarter ended September 30, 2025,] filed November [removed: 14, 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-13.htm)] [added: 6, 2025).](https://www.sec.gov/Archives/edgar/data/1415404/000110465925107277/tmb-20250930xex4d2.htm)] | | |

| [removed: 4.42*] [added: 4.39*] | ​ | [removed: [First] [added: [Form of Second] Lien Intercreditor [removed: Agreement, dated as of November 12, 2024, by and among the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent] [added: Agreement] (incorporated by reference from Exhibit [removed: 4.14] [added: 4.15] to the Current Report on Form 8-K of EchoStar Corporation filed November 14, [removed: 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-14.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-15.htm)] | | |

| [removed: 4.43*] [added: 10.48*] | ​ | [Form of [removed: Second Lien Intercreditor] [added: Warrant Amendment Letter] Agreement (incorporated by reference from Exhibit [removed: 4.15] [added: 4.8] to [removed: the] [added: EchoStar’s] Current Report on Form 8-K [removed: of EchoStar Corporation] filed [removed: November 14, 2024).](https://www.sec.gov/Archives/edgar/data/1001082/000110465924117961/tm2428023d1_ex4-15.htm)] [added: on January 2, 2024).](https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/tm2333745d3_ex4-8.htm)] | | |

| [removed: 10.33*] [added: 10.43*] | ​ | [removed: [Nonemployee Director] [added: [Non-Qualified] Stock Option Agreement (incorporated by reference [removed: to] [added: from] Exhibit [removed: 99.6] [added: 10.2] to the [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] of DISH Network Corporation filed [removed: July 7, 2005). ](https://www.sec.gov/Archives/edgar/data/1001082/000103570405000342/d26860exv99w6.htm)] [added: November 6, 2020). ](https://www.sec.gov/Archives/edgar/data/1001082/000155837020013008/dish-20200930xex10d2.htm)] | | |

| [removed: 10.34*] [added: 10.33*] | ​ | [DISH Network Corporation 2009 Stock Incentive Plan (incorporated by reference to Appendix A to DISH Network Corporation’s Definitive Proxy Statement on Form 14A filed September 19, 2014). ](https://www.sec.gov/Archives/edgar/data/1001082/000110465914067158/a14-20516_2def14a.htm) | | |

| [removed: 10.35*] [added: 10.34*] | ​ | [Amended and Restated DISH Network Corporation 2001 Nonemployee Director Stock Option Plan (incorporated by reference to Appendix B to DISH Network Corporation’s Definitive Proxy Statement on Form 14A filed March 31, 2009). ](https://www.sec.gov/Archives/edgar/data/1001082/000103570409000018/d67042def14a.htm) | | |

| [removed: 10.36*] [added: 10.41*] | ​ | [removed: [Amended and Restated DISH] [added: [DISH] Network Corporation [removed: 1999] [added: 2019] Stock Incentive Plan (incorporated by reference to Appendix [removed: C] [added: A] to DISH Network Corporation’s Definitive Proxy Statement on Form 14A filed March [removed: 31, 2009). ](https://www.sec.gov/Archives/edgar/data/1001082/000103570409000018/d67042def14a.htm)] [added: 19, 2019).](https://www.sec.gov/Archives/edgar/data/1001082/000110465919016039/a19-2152_1def14a.htm)] | | |

| [removed: 10.37*] [added: 10.35*] | ​ | [Guaranty of Certain Obligations to FCC, dated as of October 1, 2015, made by DISH Network Corporation in favor of the Federal Communications Commission (Northstar Wireless) (incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K of DISH Network Corporation filed October 2, 2015).](https://www.sec.gov/Archives/edgar/data/1001082/000110465915068740/a15-20572_1ex10d2.htm) | | |

| [removed: 10.38*] [added: 10.36*] | ​ | [Guaranty of Certain Obligations to FCC, dated as of October 1, 2015, made by DISH Network Corporation in favor of the Federal Communications Commission (SNR Wireless) (incorporated by reference from Exhibit 10.4 to the Current Report on Form 8-K of DISH Network Corporation filed October 2, 2015).](https://www.sec.gov/Archives/edgar/data/1001082/000110465915068740/a15-20572_1ex10d4.htm) | | |

| [removed: 10.39*] [added: 10.37*] | ​ | [Form of Base/Additional Note Hedge Transaction Confirmation (incorporated by reference from Exhibit 10.1 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_1ex10d1.htm) | | |

| [removed: 10.40*] [added: 10.38*] | ​ | [Form of Base/Additional Warrant Transaction Confirmation (incorporated by reference from Exhibit 10.2 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_1ex10d2.htm) | | |

| [removed: 10.41*] [added: 10.39*] | ​ | [Description of the 2017 Long-Term Incentive Plan dated December 2, 2016 (incorporated by reference from the Current Report on Form 8-K of DISH Network Corporation filed December 8, 2016). ](https://www.sec.gov/Archives/edgar/data/1001082/000110465916161284/a16-22870_18k.htm) | | |

| 4.42* | ​ | [Second Supplemental Indenture, relating to EchoStar Corporation’s 3.875% Convertible Senior Secured Notes due 2030, dated as of September 29, 2025, by and among EchoStar Corporation, the guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent(incorporated by reference to Exhibit 4.3 to EchoStar Corporation’s Quarterly Report on Form 10 Q for the quarter ended September 30, 2025, filed November 6, 2025)](https://www.sec.gov/Archives/edgar/data/1415404/000110465925107277/tmb-20250930xex4d3.htm). | | |

| 4.44☐ | ​ | [Additional Secured Party Joinder, dated as of February 13, 2026, to the Security Agreement dated as of June 8, 2011, among U.S. Bank National Association, as trustee and successor collateral agent, and Hughes Satellite Systems Corporation.](https://www.sec.gov/Archives/edgar/data/1415404/000110465926021817/tmb-20251231xex4d44.htm) ​ | | |

| 10.51* | ​ | [Loan and Security Agreement, dated September 29, 2024, by and among DISH DBS Issuer LLC, as borrower, Alter Domus (US) LLC, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.1 of the Current Report on Form 8-K of EchoStar Corporation filed September 30, 2024).](https://www.sec.gov/Archives/edgar/data/1415404/000110465924103932/tm2425160d1_ex10-1.htm) | | |

| 10.53* | ​ | [License Purchase Agreement, dated as of September 7, 2025, by and among EchoStar Corporation, Space Exploration Technologies Corp. and Spectrum Business Trust 2025-1 (incorporated by reference to Exhibit 10.2 to EchoStar Corporation’s Quarterly Report on Form 10 Q for the quarter ended September 30, 2025, filed November 6, 2025). ](https://www.sec.gov/Archives/edgar/data/1415404/000110465925107277/tmb-20250930xex10d2.htm)* | | |

| 10.55☐ | ​ | [Amended and Restated License Purchase Agreement, dated as of November 5, 2025, by and among EchoStar Corporation, Space Exploration Technologies Corp. and Spectrum Business Trust 2025-1.*](https://www.sec.gov/Archives/edgar/data/1415404/000110465926021817/tmb-20251231xex10d55.htm) | | |

| 99.2* | ​ | [Letter to EchoStar regarding review of compliance with its federal obligations to provide 5G service throughout the United States, dated May 9, 2025 (incorporated by reference from Exhibit 99.1 to EchoStar Corporation’s Current Report on Form 8-K filed May 13, 2025).](https://www.sec.gov/Archives/edgar/data/1001082/000141540425000010/tmb-20250509xex99d1.htm) | | |

| 99.3* | ​ | [Letter to EchoStar regarding review of compliance with its federal obligations to provide 5G service throughout the United States, dated September 8, 2025 (incorporated by reference from Exhibit 99.1 to EchoStar Corporation’s Current Report on Form 8-K filed September 9, 2025).](https://www.sec.gov/Archives/edgar/data/1001082/000141540425000045/tmb-20250908xex99d1.htm) | | |

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*​*

| 10.44* | ​ | [Non-Qualified Stock Option Agreement (incorporated by reference from Exhibit 10.2 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed November 6, 2020). ](https://www.sec.gov/Archives/edgar/data/1001082/000155837020013008/dish-20200930xex10d2.htm) | | |

| 10.45* | ​ | [Restricted Stock Unit Agreement (incorporated by reference from Exhibit 10.3 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed November 6, 2020). ](https://www.sec.gov/Archives/edgar/data/1001082/000155837020013008/dish-20200930xex10d3.htm) | | |

| 10.46* | ​ | [Master Network Service Agreement, dated as of July 1, 2020, by and among DISH Network Corporation, DISH Purchasing Corporation, and T-Mobile USA, Inc. (incorporated by reference from Exhibit 10.4 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed November 6, 2020).](https://www.sec.gov/Archives/edgar/data/1001082/000155837020013008/dish-20200930xex10d4.htm) | | |

| 10.48* | ​ | [Network Services Agreement, dated as of July 14, 2021, by and among DISH Wireless L.L.C. and AT&T Mobility LLC (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed November 4, 2021).*](https://www.sec.gov/Archives/edgar/data/1001082/000155837021014419/dish-20210930xex10d1.htm) | | |

| 10.51* | ​ | [Letter Agreement, dated as of October 2, 2023, by and between EchoStar and John W. Swieringa (incorporated by reference from Exhibit 10.3 to the Amendment No. 1 on Form S-4 of EchoStar filed on November 6, 2023).](https://www.sec.gov/Archives/edgar/data/1415404/000110465923106157/tm2327406d2_ex10-3.htm) | | |

| 10.55* | ​ | [Form of Note Hedge Amendment Letter Agreement (incorporated by reference from Exhibit 4.11 to EchoStar’s Current Report on Form 8-K filed on January 2, 2024).](https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/tm2333745d3_ex4-11.htm) | | |

[removed: SIGNATURES][added: SIGNATURES]

| ​ | ​ | Executive Vice President and Chief Financial [removed: Officer, DISH] [added: Officer] _(Principal Financial Officer and Principal Accounting Officer)_ |

| [removed: Hamid Akhavan] [added: Charles W. Ergen] | *​* | _(Principal Executive Officer)_ | ​ | ​ |

| _/s/ Paul W. Orban_ | ​ | Executive Vice President and Chief Financial [removed: Officer, DISH] [added: Officer] | ​ | [removed: February 27, 2025] [added: March 2, 2026] |

[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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] based on criteria established in [removed: _Internal] [added: Internal] Control – Integrated Framework [removed: (2013)_] [added: (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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] based on criteria established in [removed: _Internal] [added: Internal] Control – Integrated Framework [removed: (2013)_] [added: (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: $15.8] [added: $15.0] billion in total revenue for the year ended December 31, [removed: 2024,] [added: 2025,] which included Pay-TV, Wireless, [removed: and] Broadband and Satellite Services [added: and Other segment] revenue of [removed: $10.7] [added: $9.7] billion, [removed: $3.6] [added: $3.8] billion, [removed: and] $1.5 [added: billion and $0.3] billion, respectively.

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

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

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

| Cash and cash equivalents | ​ | $ | [removed: 4,305,393] [added: 1,883,074] | ​ | $ | [removed: 1,821,376] [added: 4,305,393] |

| Current restricted [removed: cash and] [added: cash,] cash equivalents [added: and marketable investment securities] | ​ | ​ | [removed: 150,898] [added: 175,838] | ​ | ​ | [removed: —] [added: 150,898] |

| Marketable investment securities | ​ | ​ | [removed: 1,242,036] [added: 1,100,891] | ​ | ​ | [removed: 623,044] [added: 1,242,036] |

| Trade accounts receivable, net of allowance for credit losses of [removed: $82,628] [added: $79,590] and [removed: $74,390,] [added: $82,628,] respectively | ​ | ​ | [removed: 1,198,731] [added: 1,273,849] | ​ | ​ | [removed: 1,122,139] [added: 1,198,731] |

| Inventory | ​ | ​ | [removed: 455,197] [added: 380,647] | ​ | ​ | [removed: 665,169] [added: 455,197] |

| Prepaids and other assets | ​ | ​ | [removed: 655,233] [added: 284,194] | ​ | ​ | [removed: 644,005] [added: 655,233] |

| Other current assets | ​ | ​ | [removed: 88,255] [added: 34,678] | ​ | ​ | [removed: 16,081] [added: 88,255] |

| Total current assets | ​ | ​ | [removed: 8,095,743] [added: 5,133,171] | ​ | ​ | [removed: 4,891,814] [added: 8,095,743] |

| Restricted cash, cash equivalents and marketable investment securities | ​ | ​ | [removed: 169,627] [added: 176,203] | ​ | ​ | [removed: 118,065] [added: 169,627] |

| Property and equipment, net | ​ | ​ | [removed: 9,187,132] [added: 2,243,515] | ​ | ​ | [removed: 9,561,834] [added: 9,187,132] |

| Regulatory authorizations, net | ​ | ​ | [removed: 39,442,166] [added: 34,548,952] | ​ | ​ | [removed: 38,572,980] [added: 39,442,166] |

| Other investments, net | ​ | ​ | [removed: 202,327] [added: 194,046] | ​ | ​ | [removed: 314,370] [added: 202,327] |

| Operating lease assets | ​ | ​ | [removed: 3,260,768] [added: 214,549] | ​ | ​ | [removed: 3,065,448] [added: 3,260,768] |

| Intangible assets, net | ​ | ​ | [removed: 74,939] [added: 54,413] | ​ | ​ | [removed: 172,892] [added: 74,939] |

| Other noncurrent assets, net | ​ | ​ | [removed: 505,985] [added: 451,506] | ​ | ​ | [removed: 411,491] [added: 505,985] |

| Total noncurrent assets | ​ | ​ | [removed: 52,842,944] [added: 37,883,184] | ​ | ​ | [removed: 52,217,080] [added: 52,842,944] |

| Total assets | ​ | $ | [removed: 60,938,687] [added: 43,016,355] | ​ | $ | [removed: 57,108,894] [added: 60,938,687] |

| Trade accounts payable | ​ | $ | [removed: 740,984] [added: 541,706] | ​ | $ | [removed: 774,011] [added: 740,984] |

| Deferred revenue and other | ​ | ​ | [removed: 650,940] [added: 639,173] | ​ | ​ | [removed: 754,658] [added: 650,940] |

| Accrued programming | ​ | ​ | [removed: 1,339,072] [added: 1,224,222] | ​ | ​ | [removed: 1,427,762] [added: 1,339,072] |

| Accrued interest | ​ | ​ | [removed: 352,499] [added: 309,462] | ​ | ​ | [removed: 297,678] [added: 352,499] |

| Other accrued expenses and liabilities | ​ | ​ | [removed: 1,804,516] [added: 2,327,587] | ​ | ​ | [removed: 1,717,826] [added: 1,804,516] |

Date: March 2, 2026

| _/s/_ _Charles W. Ergen_ | ​ | President and Chief Executive Officer and Chairman | ​ | March 2, 2026 |

| * | ​ | Director | ​ | March 2, 2026 |

| * | ​ | Director | ​ | March 2, 2026 |

| Hamid Akhavan | ​ | ​ | ​ | ​ |

| * | ​ | Director | ​ | March 2, 2026 |

| * | ​ | Director | ​ | March 2, 2026 |

| * | ​ | Director | ​ | March 2, 2026 |

| * | ​ | Director | ​ | March 2, 2026 |

| * | ​ | Director | ​ | March 2, 2026 |

| * | ​ | Director | ​ | March 2, 2026 |

| * | ​ | Director | ​ | March 2, 2026 |

| * | ​ | Director | ​ | March 2, 2026 |

_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 significant debts maturing in 2026 and does not have the necessary cash on hand, projected cash flows, or committed financing to fund its obligations for at least twelve months from the issuance of these consolidated financial statements that raise 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.

_Impairment of spectrum assets_

As discussed in Notes 1 and 8 to the consolidated financial statements, the carrying value of the Company’s Regulatory Authorizations is $34.549 billion as of December 31, 2025, which includes spectrum assets.

During the third quarter of 2025, management, assisted by a third party, performed a quantitative assessment using a market approach to determine fair value using benchmarks based on market transactions, including spectrum auctions and secondary market transactions.

The benchmark values were then adjusted to account for the specific spectrum holdings of the Company.

Through this assessment, the Company concluded for certain spectrum assets that the fair value was less than the carrying amount and as a result, the Company partially impaired certain spectrum assets, resulting in non-cash impairment charges of $5.334 billion.

We identified the evaluation of the impairment of certain spectrum assets as a critical audit matter.

A high degree of audit effort, including specialized skills and knowledge, and complex judgment was involved in performing procedures over the benchmark values used to estimate the fair value of certain spectrum assets.

Minor changes in these assumptions could have had a significant effect on the measurement of the fair value of certain spectrum assets and the impairment assessment.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s determination of the fair value of the spectrum assets, including controls over the selection and development of benchmark values used in the valuation analysis.

We involved valuation professionals with specialized skill and knowledge, who assisted in evaluating management’s fair value methodology for certain spectrum assets and the selected benchmark values for certain spectrum assets by comparing to independently sourced transaction data and auction results.

March 2, 2026

| ​ | ​ ​ ​ | 2025 | | ​ ​ ​ | 2024 | |

| Treasury stock, at cost, 1,789,020 shares | ​ | ​ | (48,512) | ​ | ​ | — |

| Impairments and other (Note 1) | ​ | ​ | 17,632,011 | ​ | ​ | — | ​ | ​ | 761,099 |

| Class A common stock repurchases, at cost | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (48,512) | ​ | ​ | — | ​ | ​ | (48,512) | ​ | ​ | — |

| Other comprehensive income (loss), net of tax | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 12,523 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,120 | ​ | ​ | 14,643 | ​ | ​ | — |

| 3 7/8% Convertible Secured Notes due 2030 - converted | ​ | ​ | — | ​ | ​ | 4,322 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 4,322 | ​ | ​ | — |

| Net income (loss) attributable to EchoStar | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (14,497,180) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (14,497,180) | ​ | ​ | — |

| Other | ​ | ​ | — | ​ | ​ | 955 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 955 | ​ | ​ | — |

| Balance, December 31, 2025 | ​ | $ | 290 | ​ | $ | 8,875,937 | ​ | $ | (183,188) | ​ | $ | (2,878,743) | ​ | $ | (48,512) | ​ | $ | 46,214 | ​ | $ | 5,811,998 | ​ | $ | — |

| Impairments and other (Note 1) | ​ | ​ | 17,632,011 | ​ | ​ | — | ​ | ​ | 761,099 |

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

Date: February 27, 2025

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

| _/s/ Hamid Akhavan_ | ​ | President and Chief Executive Officer and Director | ​ | February 27, 2025 |

| * | ​ | Chairman | ​ | February 27, 2025 |

| Charles W. Ergen | ​ | ​ | ​ | ​ |

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

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

​

February 26, 2025

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

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

| Other | ​ | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,660 |

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

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

| Balance, December 31, 2021 | ​ | $ | 268 | ​ | $ | 8,085,989 | ​ | $ | (211,821) | ​ | $ | 11,051,624 | ​ | $ | — | ​ | $ | 61,472 | ​ | $ | 18,987,532 | ​ | $ | 395,222 | ​ |

| Issuance of equity and contribution of assets pursuant to the India JV formation | ​ | ​ | — | ​ | ​ | (14,237) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 44,540 | ​ | ​ | 30,303 | ​ | ​ | — | ​ |

| Consideration received from DISH Network for R&D tax credits utilized | ​ | ​ | — | ​ | ​ | 6,315 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 6,315 | ​ | ​ | — | ​ |

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

| Other, net | ​ | ​ | — | ​ | ​ | 711 | ​ | ​ | — | ​ | ​ | (89,304) | ​ | ​ | 89,303 | ​ | ​ | 438 | ​ | ​ | 1,148 | ​ | ​ | — | ​ |

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

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

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

| Trade accounts receivable | ​ | ​ | (171,365) | ​ | ​ | 20,622 | ​ | ​ | (74,812) |

| Other current assets | ​ | ​ | (54,039) | ​ | ​ | (40,290) | ​ | ​ | 21,737 |

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

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

| Proceeds from issuance of convertible and senior notes | ​ | ​ | 5,386,000 | ​ | ​ | 1,500,000 | ​ | ​ | 2,000,000 |

| 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) | ​ | ​ | — | ​ | ​ | — |

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

_Merger with DISH Network_

On December 31, 2023, we completed the acquisition of DISH Network pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 (the “Amended Merger Agreement”), by and among us, EAV Corp., a Nevada corporation and our wholly owned subsidiary (“Merger Sub”), and DISH Network, pursuant to which we acquired DISH Network by means of the merger of Merger Sub with and into DISH Network (the “Merger”), with DISH Network surviving the Merger as our wholly owned subsidiary.

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).

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