Item 1A. RISK FACTORS

The following information updates, and should be read in conjunction with, the information in Part I, Item 1A, Risk Factors, of our Form 10-K for the year ended December 31, 2022.

Risks Relating to the DISH Merger

Because the market price of DISH common stock will fluctuate, EchoStar stockholders cannot be sure of the value of DISH common stock they will receive in the Merger. In addition, because the exchange ratio is fixed, the number of shares of DISH common stock to be received by EchoStar stockholders in the Merger will not change between now and the time the Merger is completed to reflect changes in the trading prices of DISH common stock or EchoStar common stock.

As a result of the Merger, each share of EchoStar Class A common stock and each share of EchoStar Class B common stock issued and outstanding immediately prior to the effective time (other than shares held directly by EchoStar as treasury shares or by DISH) will be converted automatically into 2.85 shares of DISH Class A common stock and 2.85 shares of DISH Class B common stock, respectively. The exchange ratio is fixed and will not be adjusted prior to the closing to account for changes in the trading prices of DISH common stock or EchoStar common stock or, except as otherwise set forth in the merger agreement, other factors. The exact value of the consideration to EchoStar stockholders will therefore depend on the price per share of DISH common stock at the closing of the Merger, which may be greater than, less than or the same as the price per share of DISH common stock at the time of entry into the Merger Agreement.

The market price of DISH common stock is subject to general price fluctuations in the market for publicly traded equity securities and has experienced volatility in the past. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in the business, operations and prospects of DISH or EchoStar and regulatory considerations, many of which are factors beyond DISH’s and EchoStar’s control.

We will be subject to business uncertainties and contractual restrictions while the Merger is pending

Uncertainty about the effect of the Merger on employees, commercial partners and customers may have an adverse effect on us. These uncertainties may impair our ability to retain and motivate key personnel and could cause customers and others that deal with us to defer or decline entering into contracts with us or making other decisions concerning us or seek to change existing business relationships with us. Certain of our contracts contain change of control restrictions that may give rise to a right of termination or cancellation in connection with the Merger. In addition, if key employees depart because of uncertainty about their future roles and the potential complexities of the Merger, our business could be harmed. Furthermore, the Merger Agreement contains restrictions on our ability to take certain actions outside the ordinary course of business prior to the closing of the Merger, which may delay or prevent us from undertaking certain actions or business opportunities that may arise prior to the closing.

The Merger Agreement restricts our ability to pursue alternatives to the Merger

The merger agreement contains provisions that make it more difficult for us to enter into alternative transactions. The merger agreement prohibits us from soliciting alternative acquisition proposals from third parties, providing information to third parties and engaging in discussions with third parties regarding alternative acquisition proposals. These provisions could discourage a potential third-party acquirer that might have an interest in us from considering or pursuing an alternative transaction with us or proposing such a transaction, even if it were prepared to pay consideration with a higher per share value than the total value proposed to be paid in the Merger.

The Merger is subject to a number of conditions, including receipt of certain regulatory approvals. Failure to complete the Merger could negatively impact our business, financial results and stock price

The completion of the Merger is subject to the satisfaction of a number of conditions including, among others, the receipt of certain regulatory approvals. As a condition to granting the necessary approvals or clearances, governmental authorities may impose requirements, limitations or costs or place restrictions on the conduct of the business of the combined company after the completion of the Merger. Any one of these requirements, limitations, costs, or restrictions could jeopardize or delay the completion of or reduce the anticipated benefits of the Merger. If the Merger is not completed, our ongoing business may be adversely affected and we will be subject to several risks and consequences, including the following:

• we will be required to pay certain costs relating to the Merger, whether or not the Merger is completed, such as significant fees and expenses relating to financial advisory, legal, accounting, consulting and other advisory fees and expenses, employee-benefit and related expenses and regulatory filings; and

• matters relating to the Merger may require substantial commitments of time and resources by our management, which could otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us.

In addition, if the Merger is not completed, we may experience negative reactions from the financial markets and from our employees, commercial partners and customers. We could also be subject to litigation, including litigation related to failure to complete the Merger or to enforce DISH’s’ obligations under the Merger Agreement. If the Merger is not consummated, there can be no assurance that the risks described above will not materially affect our business, financial results and stock price.

Litigation relating to the Merger may be filed against our board of directors and/or our special committee that could prevent or delay the closing of the Merger and/or result in the payment of damages following the closing

In connection with the Merger, it is possible that our stockholders may file lawsuits against our board of directors and/or our special committee. Among other remedies, these stockholders could seek damages and/or to enjoin the Merger. The outcome of any litigation is uncertain and any such potential lawsuits could prevent or delay the closing and/or result in substantial costs to us. Any such actions may create uncertainty relating to the Merger and may be costly and distracting to management. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is completed may adversely affect the combined company’s business, financial condition, results of operations and cash flows following the Merger.

The shares of DISH common stock to be received by EchoStar stockholders upon the closing will have different rights from shares of EchoStar common stock

Upon the closing, our stockholders will no longer be stockholders of EchoStar. Instead, our former stockholders will become DISH stockholders and their rights as DISH stockholders will be governed by the terms of the certificate of incorporation and bylaws of DISH. These documents are in some respects different than the terms of our certificate of incorporation and bylaws, which currently govern the rights of our stockholders.

Our business may not be integrated successfully or such integration may be more difficult, time consuming or costly than expected. Operating costs, customer loss and business disruption, including difficulties in maintaining relationships with employees, customers, suppliers or vendors, may be greater than expected following the Merger. Synergies from the Merger may not be realized within expected timeframes or at all

The combination of two separate businesses is complex, costly and time-consuming and may divert significant management attention and resources to combining our and DISH’s business practices and operations. This process may disrupt our business. The failure to meet the challenges involved in combining the two businesses and to realize the anticipated benefits of the Merger could cause an interruption of, or a loss of momentum in, the activities of DISH and could adversely affect the results of operations of the combined company following the Merger. The

overall combination of our and DISH’s businesses may also result in material unanticipated problems, expenses, liabilities, competitive responses, and loss of customer and other business relationships. The difficulties of combining the operations of the companies include, among others:

• the diversion of management attention to integration matters;

• difficulties in integrating operations and systems, including intellectual property and communications systems, administrative and information technology infrastructure and financial reporting and internal control systems;

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

• difficulties in integrating employees and attracting and retaining key personnel;

• challenges in retaining existing, and obtaining new customers, suppliers and other commercial relationships;

• difficulties in managing the expanded operations of a significantly larger and more complex company; and

• potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the Merger.

Many of these factors are outside of our control and/or will be outside the control of DISH and any one of them could result in lower revenues, higher costs and diversion of management time and energy, which could materially impact the business, financial condition and results of operations of DISH. In addition, even if the operations of our and DISH’s businesses are integrated successfully, the full benefits of the Merger may not be realized, including, among others, the synergies, cost savings or sales or growth opportunities that are expected. These benefits may not be achieved within the anticipated time frame or at all. All of these factors could negatively impact the price of the DISH common stock following the Merger. As a result, it cannot be assured that the combination of us and DISH will result in the realization of the full benefits expected from the Merger within the anticipated time frames or at all.

The market price for DISH common stock following the closing of the Merger may be affected by factors different from those that historically have affected or currently affect our common stock

Upon the closing of the Merger, our stockholders will receive shares of DISH common stock. DISH’s business and financial position will differ from our business and financial position before the closing and, accordingly, the results of operations of DISH will be affected by some factors that are different from those currently affecting our operating results. Accordingly, the market price and performance of DISH common stock is likely to be different from the performance of our common stock in the absence of the Merger. In addition, it is anticipated that DISH will issue a significant number of shares of DISH common stock in the Merger. The issuance of these new shares could have the effect of depressing the market price of the DISH common stock.

Following the Merger, DISH will be controlled by one principal stockholder

Charles W. Ergen, our Chairman and the Chairman of DISH, beneficially owns approximately 93% of the total voting power of all classes of our shares and approximately 90.4% of the total voting power of all classes of DISH shares. Mr. Ergen and related stockholders have agreed, pursuant to the support agreement entered into in connection with the Merger,to not vote, or cause or direct to be voted, the shares of DISH Class A Common Stock owned by them, other than with respect of any matter presented to the holders of DISH Class A Common Stock on which holders of DISH Class B Common Stock are not entitled to vote, for three years following the closing of the Merger, such that the Ergen stockholders’ voting power of DISH does not increase as a result of the Merger from the voting power owned by them as of the date of the entry into the Merger Agreement. Through his beneficial ownership of EchoStar and DISH’s equity securities, Mr. Ergen has the ability to elect a majority of the directors and to control all other matters requiring the approval of EchoStar or DISH stockholders, and will continue to have such ability as to DISH following completion of the Merger. As a result of Mr. Ergen’s voting power, we and DISH currently each are, and following the Merger DISH will be, a “controlled company” as defined in the NASDAQ listing rules and, therefore, not subject to certain NASDAQ requirements relating to director independence and nomination and board committee composition. In addition, following the Merger, it may be difficult for a third party to acquire DISH, even if doing so may be beneficial to shareholders, because of DISH’s ownership structure. In addition, future sales of DISH common stock by Mr. Ergen could adversely affect the DISH stock price. The parties have agreed to enter into a registration rights agreement reasonably acceptable to the parties providing for the registration of the Ergen

stockholders’ shares of DISH Class A Common Stock or DISH Class B Common Stock received as part of the Merger consideration and/or DISH Class B Common Stock held by such stockholders immediately prior to the closing of the Merger.

Our directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of our other stockholders

Aside from their interests as stockholders, certain of our directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of our stockholders generally. These interests include, among others, rights to continuing indemnification and directors’ and officers’ liability insurance. Charles Ergen, director and Chairman of both EchoStar and DISH, will serve as a director and Chairman of DISH following the Merger. In addition, Hamid Akhavan, the President and Chief Executive Officer of EchoStar, will serve as President and Chief Executive Officer of the combined company following the Merger. Our special committee was aware of and considered these interests, among other things, in negotiating and deciding to approve, and recommend to the our board of directors, the merger agreement and the Merger, and the our board of directors was aware of and considered these interests, among other things, in deciding to approve the merger agreement and the Merger.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Pursuant to a stock repurchase program approved by our board of directors, we are authorized to repurchase up to $500.0 million of our Class A common stock through December 31, 2023. During the six months ended June 30, 2023, we repurchased zero shares of our Class A common stock under this program.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.