EchoStar 10-Q 2025-03-31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025**.**

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO .

Commission File Number: 001-33807

EchoStar Corporation

(Exact name of registrant as specified in its charter)

​	​
Nevada	26-1232727
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
​	​
9601 South Meridian Boulevard	​
Englewood**,** Colorado	80112
(Address of principal executive offices)	(Zip code)

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(303) 723-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

​	​	​	​	​
Title of each class	​	Trading****Symbol(s)	​	Name of each exchange on which registered
Class A common stock, $0.001 par value	​	SATS	​	The Nasdaq Stock Market L.L.C.

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer ☒	Accelerated filer ☐
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Non-accelerated filer ☐	Smaller reporting company ☐
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​	Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 30, 2025, the registrant’s outstanding common stock consisted of 156,030,172 shares of Class A common stock and 131,348,468 shares of Class B common stock.

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TABLE OF CONTENTS

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​	PART I — FINANCIAL INFORMATION	​
​	​	​
​	Disclosure Regarding Forward-Looking Statements	i
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Item 1.	Financial Statements	1
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​	Condensed Consolidated Balance Sheets	1
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​	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	2
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​	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	3
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​	Condensed Consolidated Statements of Cash Flows	4
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​	Notes to Condensed Consolidated Financial Statements	5
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Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	59
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Item 3.	Quantitative and Qualitative Disclosures About Market Risk	88
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Item 4.	Controls and Procedures	88
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PART II — OTHER INFORMATION		​
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Item 1.	Legal Proceedings	88
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Item 1A.	Risk Factors	88
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Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	89
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Item 3.	Defaults Upon Senior Securities	None
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Item 4.	Mine Safety Disclosures	None
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Item 5.	Other Information	89
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Item 6.	Exhibits	90
​	​	​
​	Signatures	91

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PART I — FINANCIAL INFORMATION

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

Unless otherwise required by the context, in this report, the words “EchoStar,” the “Company,” “we,” “our” and “us” refer to EchoStar Corporation and its subsidiaries, “DISH Network” refers to DISH Network Corporation, our wholly owned subsidiary, and its subsidiaries, and “DISH DBS” refers to DISH DBS Corporation, a wholly - owned, indirect subsidiary of DISH Network, and its subsidiaries.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, in particular, statements about our plans, objectives and strategies, growth opportunities in our industries and businesses, our expectations regarding future results, financial condition, liquidity and capital requirements, our estimates regarding the impact of regulatory developments and legal proceedings, and other trends and projections. Forward-looking statements are not historical facts and may be identified by words such as “future,” “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “estimate,” “expect,” “predict,” “will,” “would,” “could,” “can,” “may,” and similar terms. These forward-looking statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q and represent management’s current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve known and unknown risks, uncertainties and other factors, which may be beyond our control. Accordingly, actual performance, events or results could differ materially from those expressed or implied in the forward-looking statements due to a number of factors, including, but not limited to, those summarized below:

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SUMMARY OF RISK FACTORS

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Competition and Economic Risks

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	●	We face intense and increasing competition from providers of video, broadband and/or wireless services. Changing consumer behavior and new technologies in our Pay-TV and/or Wireless business may reduce our subscriber activations and may cause our subscribers to purchase fewer services from us or to cancel our services altogether, resulting in less revenue to us.

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	●	We face certain risks competing in the wireless services industry and operating a facilities-based wireless services business.

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	●	Our pay-TV competitors may be able to leverage their relationships with programmers to reduce their programming costs and/or offer exclusive content that will place them at a competitive advantage to us.

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	●	Through the MNSA and the NSA, we depend 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.

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	●	We compete with the MNOs whose networks we 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.

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	●	If we are unable to take advantage of technological developments on a timely basis, or at all, we may experience a decline in demand for our services or face challenges in implementing or evolving our business strategy.

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i

Operational and Service Delivery Risks

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	●	Any deterioration in our operational performance, subscriber activations and churn rate and subscriber satisfaction could adversely affect our business, financial condition and results of operations.

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	●	We depend on others to provide the programming that we offer to our Pay-TV subscribers and, if we fail to obtain or lose access to certain programming, our Pay-TV subscriber activations and our subscriber churn rate may be negatively impacted.

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	●	We have limited satellite capacity and any failures or reduced capacity, caused by, among other things, operational and environmental risks, could adversely affect our business, financial condition and results of operations.

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	●	Extreme weather may result in risk of damage to our infrastructure and therefore our ability to provide services, and may lead to changes in federal, state and foreign government regulation, all of which could materially and adversely affect our business, results of operations and financial condition.

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	●	We rely on a single vendor or a limited number of vendors to provide certain key products or services to us, and the inability of these key vendors to meet our needs could have a material adverse effect on our business.

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

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	●	We depend on independent third parties to solicit orders for our services that represent a meaningful percentage of our total gross new subscriber activations.

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Risks Related to our Human Capital

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	●	We rely on highly skilled personnel for our business, and any inability to hire and retain key personnel or to hire qualified personnel may negatively affect our business, financial condition and results of operations.

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	●	Our business growth and customer retention strategies rely in part on the work of technically skilled employees.

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Risks Related to our Products and Technology

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	●	Our business depends on certain intellectual property rights and on not infringing the intellectual property rights of others.

	●	We are, and may become, party to various lawsuits which, if adversely decided, could have a significant adverse impact on our business, particularly lawsuits regarding intellectual property.

	●	If our products contain defects, we could be subject to significant costs to correct such defects and our product and network service contracts could be delayed or cancelled, which could adversely affect our revenue.

ii

Risks Related to Cybersecurity

	●	We have experienced and may experience in the future consistent cyber-attacks and attempts to gain unauthorized access to our systems and any failure or inadequacy of our information technology infrastructure and communications systems or those of third parties that we use in our operations could disrupt or harm our business.

	●	The confidentiality, integrity and availability of our services and products depends on the continuing operation of our information technology and other enabling systems.

Acquisition and Capital Structure Risks

	●	We have substantial debt outstanding and may incur additional debt and covenants in our Indentures could limit our ability to undertake certain types of activities and adversely affect our liquidity.

	●	We may pursue acquisitions, dispositions, capital expenditures, the development, acquisition and launch of new satellites and other strategic initiatives to complement or expand our business, which may not be successful and we may lose a portion or all of our investment in these acquisitions and transactions.

	●	We have made substantial investments to acquire certain wireless spectrum licenses and other related assets, and may be unable to realize a return on these assets.

	●	We 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 Chairman.

Risks Related to the Regulation of Our Business

	●	Our services depend on FCC licenses that can expire or be revoked or modified and applications for FCC licenses that may not be granted.

Other factors that could cause or contribute to such differences include, but are not limited to, those discussed under the caption “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Part I, Item 1A of our most recent Annual Report on Form 10-K (the “10-K”) filed with the Securities and Exchange Commission (“SEC”), those discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein and in the 10-K and those discussed in other documents we file with the SEC. All cautionary statements made or referred to herein should be read as being applicable to all forward-looking statements wherever they appear. Investors should consider the risks and uncertainties described or referred to herein and should not place undue reliance on any forward-looking statements. The forward-looking statements speak only as of the date made, and we expressly disclaim any obligation to update these forward-looking statements.

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iii

ECHOSTAR CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share amounts)

(Unaudited)

​	​	​	​	​	​	​
​	​	As of
​	​	March 31,		​	December 31,
​		2025			2024
Assets	​	​	​	​	​	​
Current Assets:	​	​	​	​	​	​
Cash and cash equivalents	​	$	2,529,878	​	$	4,305,393
Current restricted cash and cash equivalents	​	​	172,856	​	​	150,898
Marketable investment securities	​	​	2,529,217	​	​	1,242,036
Trade accounts receivable, net of allowance for credit losses of $80,641 and $82,628, respectively	​	​	1,183,870	​	​	1,198,731
Inventory	​	​	413,365	​	​	455,197
Prepaids and other assets	​	​	724,393	​	​	655,233
Other current assets	​	​	94,630	​	​	88,255
Total current assets	​	​	7,648,209	​	​	8,095,743
​	​	​	​	​	​	​
Noncurrent Assets:	​	​	​	​	​	​
Restricted cash, cash equivalents and marketable investment securities	​	​	172,357	​	​	169,627
Property and equipment, net	​	​	8,980,928	​	​	9,187,132
Regulatory authorizations, net	​	​	39,739,466	​	​	39,442,166
Other investments, net	​	​	202,166	​	​	202,327
Operating lease assets	​	​	3,242,450	​	​	3,260,768
Intangible assets, net	​	​	70,906	​	​	74,939
Other noncurrent assets, net	​	​	515,045	​	​	505,985
Total noncurrent assets	​	​	52,923,318	​	​	52,842,944
Total assets	​	$	60,571,527	​	$	60,938,687
​	​	​	​	​	​	​
Liabilities and Stockholders’ Equity (Deficit)	​	​	​	​	​	​
Current Liabilities:	​	​	​	​	​	​
Trade accounts payable	​	$	690,482	​	$	740,984
Deferred revenue and other	​	​	664,924	​	​	650,940
Accrued programming	​	​	1,284,309	​	​	1,339,072
Accrued interest	​	​	667,674	​	​	352,499
Other accrued expenses and liabilities	​	​	1,743,545	​	​	1,804,516
Current portion of debt, finance lease and other obligations (Note 9)	​	​	1,004,626	​	​	943,029
Total current liabilities	​	​	6,055,560	​	​	5,831,040
​	​	​	​	​	​	​
Long-Term Obligations, Net of Current Portion:	​	​	​	​	​	​
Long-term debt, finance lease and other obligations, net of current portion (Note 9)	​	​	25,328,132	​	​	25,660,288
Deferred tax liabilities, net	​	​	4,917,006	​	​	4,988,653
Operating lease liabilities	​	​	3,195,552	​	​	3,211,407
Long-term deferred revenue and other long-term liabilities	​	​	1,012,587	​	​	1,002,074
Total long-term obligations, net of current portion	​	​	34,453,277	​	​	34,862,422
Total liabilities	​	​	40,508,837	​	​	40,693,462
​	​	​	​	​	​	​
Commitments and Contingencies (Note 10)	​	​	​	​	​	​
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Stockholders’ Equity (Deficit):	​	​	​	​	​	​
Class A common stock, $0.001 par value, 1,600,000,000 shares authorized, 155,262,098 and 155,048,676 shares issued and outstanding, respectively	​	​	155	​	​	155
Class B common stock, $0.001 par value, 800,000,000 shares authorized, 131,348,468 shares issued and outstanding	​	​	131	​	​	131
Additional paid-in capital	​	​	8,779,458	​	​	8,768,360
Accumulated other comprehensive income (loss)	​	​	(187,865)	​	​	(195,711)
Accumulated earnings (deficit)	​	​	11,415,768	​	​	11,618,437
Total EchoStar stockholders’ equity (deficit)	​	​	20,007,647	​	​	20,191,372
Noncontrolling interests	​	​	55,043	​	​	53,853
Total stockholders’ equity (deficit)	​	​	20,062,690	​	​	20,245,225
Total liabilities and stockholders’ equity (deficit)	​	$	60,571,527	​	$	60,938,687

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The accompanying notes are an integral part of these condensed consolidated financial statements.

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ECHOSTAR CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(Dollars in thousands, except per share amounts)

(Unaudited)

​	​	​	​	​	​	​
​	​	For the Three Months Ended
​	​	March 31,
​		2025			2024
Revenue:	​	​	​	​	​	​
Service revenue	​	$	3,606,156	​	$	3,819,673
Equipment sales and other revenue	​	​	263,602	​	​	195,170
Total revenue	​	​	3,869,758	​	​	4,014,843
​	​	​	​	​	​	​
Costs and Expenses (exclusive of depreciation and amortization):	​	​	​	​	​	​
Cost of services	​	​	2,432,198	​	​	2,557,182
Cost of sales - equipment and other	​	​	439,508	​	​	363,083
Selling, general and administrative expenses	​	​	597,851	​	​	624,422
Depreciation and amortization	​	​	488,333	​	​	485,400
Total costs and expenses	​	​	3,957,890	​	​	4,030,087
​	​	​	​	​	​	​
Operating income (loss)	​	​	(88,132)	​	​	(15,244)
​	​	​	​	​	​	​
Other Income (Expense):	​	​	​	​	​	​
Interest income	​	​	65,529	​	​	30,462
Interest expense, net of amounts capitalized (Note 2)	​	​	(286,055)	​	​	(99,408)
Other, net (Note 5)	​	​	41,390	​	​	(26,110)
Total other income (expense)	​	​	(179,136)	​	​	(95,056)
​	​	​	​	​	​	​
Income (loss) before income taxes	​	​	(267,268)	​	​	(110,300)
Income tax (provision) benefit, net	​	​	63,987	​	​	1,925
Net income (loss)	​	​	(203,281)	​	​	(108,375)
Less: Net income (loss) attributable to noncontrolling interests, net of tax	​	​	(612)	​	​	(999)
Net income (loss) attributable to EchoStar	​	$	(202,669)	​	$	(107,376)
​	​	​	​	​	​	​
Weighted-average common shares outstanding - Class A and B common stock:	​	​	​	​	​	​
Basic	​	​	286,513	​	​	271,519
Diluted	​	​	286,513	​	​	271,519
​	​	​	​	​	​	​
Earnings per share - Class A and B common stock:	​	​	​	​	​	​
Basic net income (loss) per share attributable to EchoStar	​	$	(0.71)	​	$	(0.40)
Diluted net income (loss) per share attributable to EchoStar	​	$	(0.71)	​	$	(0.40)
​	​	​	​	​	​	​
Comprehensive Income (Loss):	​	​	​	​	​	​
Net income (loss)	​	$	(203,281)	​	$	(108,375)
Other comprehensive income (loss):	​	​	​	​	​	​
Foreign currency translation adjustments	​	​	9,264	​	​	(5,591)
Unrealized holding gains (losses) on available-for-sale debt securities	​	​	(1,046)	​	​	1,452
Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss)	​	​	1,257	​	​	(1,528)
Deferred income tax (expense) benefit, net	​	​	173	​	​	—
Total other comprehensive income (loss), net of tax	​	​	9,648	​	​	(5,667)
Comprehensive income (loss)	​	​	(193,633)	​	​	(114,042)
Less: Comprehensive income (loss) attributable to noncontrolling interests, net of tax	​	​	1,190	​	​	(2,118)
Comprehensive income (loss) attributable to EchoStar	​	$	(194,823)	​	$	(111,924)

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The accompanying notes are an integral part of these condensed consolidated finan

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Furthermore, our net Pay-TV subscriber additions, gross new DISH TV subscriber activations, and DISH TV churn rate may be negatively impacted if we are unable to renew our long-term programming carriage contracts. In the past, our net Pay-TV subscriber additions, gross new DISH TV subscriber activations, and DISH TV churn rate have been negatively impacted as a result of programming interruptions and threatened programming interruptions in connection with the scheduled expiration of programming carriage contracts with content providers. There can be no assurance that the removal of any channels will not have a material adverse effect on our business, results of operations and financial condition or otherwise disrupt our business. We cannot predict with any certainty the impact to our net Pay-TV subscriber additions, gross new DISH TV subscriber activations, and DISH TV churn rate resulting from programming interruptions or threatened programming interruptions that may occur in the future. As a result, we may at times suffer from periods of lower net Pay-TV subscriber additions or higher net Pay-TV subscriber losses.

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RESULTS OF OPERATIONS – Pay-TV Segment

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Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024.

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​	​	​	​	​	​	​	​	​	​	​	​
​	​	For the Three Months Ended					​	​	​	​	​
​	​	March 31,					​	Variance
Statements of Operations Data		2025			2024			Amount			%
​	​	(In thousands)								​	​
Revenue:	​	​	​	​	​	​	​	​	​	​	​
Service revenue	​	$	2,524,352	​	$	2,701,179	​	$	(176,827)	​	(6.5)
Equipment sales and other revenue	​	​	14,375	​	​	25,399	​	​	(11,024)	​	(43.4)
Total revenue	​	​	2,538,727	​	​	2,726,578	​	​	(187,851)	​	(6.9)
​	​	​	​	​	​	​	​	​	​	​	​
Costs and expenses:	​	​	​	​	​	​	​	​	​	​	​
Cost of services	​	​	1,556,636	​	​	1,664,445	​	​	(107,809)	​	(6.5)
% of Service revenue	​	​	61.7	%	​	61.6	%	​	​	​	​
Cost of sales - equipment and other	​	​	9,672	​	​	16,992	​	​	(7,320)	​	(43.1)
Selling, general and administrative expenses	​	​	242,546	​		289,631	​		(47,085)	​	(16.3)
% of Total revenue	​	​	9.6	%	​	10.6	%	​	​	​	​
Depreciation and amortization	​	​	76,443	​	​	85,402	​	​	(8,959)	​	(10.5)
Total costs and expenses	​	​	1,885,297	​	​	2,056,470	​	​	(171,173)	​	(8.3)
​	​	​	​	​	​	​	​	​	​	​	​
Operating income (loss)	​	$	653,430	​	$	670,108	​	$	(16,678)	​	(2.5)
​	​	​	​	​	​	​	​	​	​	​	​
Other data:	​	​	​	​	​	​	​	​	​	​	​
Pay-TV subscribers, as of period end (in millions)	​	​	7.397	​	​	8.178	​	​	(0.781)	​	(9.6)
DISH TV subscribers, as of period end (in millions)	​	​	5.503	​	​	6.258	​	​	(0.755)	​	(12.1)
SLING TV subscribers, as of period end (in millions)	​	​	1.894	​	​	1.920	​	​	(0.026)	​	(1.4)
Pay-TV subscriber additions (losses), net (in millions)	​	​	(0.381)	​	​	(0.348)	​	​	(0.033)	​	(9.5)
DISH TV subscriber additions (losses), net (in millions)	​	​	(0.183)	​	​	(0.213)	​	​	0.030	​	14.1
SLING TV subscriber additions (losses), net (in millions)	​	​	(0.198)	​	​	(0.135)	​	​	(0.063)	​	(46.7)
Pay-TV ARPU	​	$	110.64	​	$	107.38	​	$	3.26	​	3.0
DISH TV subscriber additions, gross (in millions)	​	​	0.046	​	​	0.079	​	​	(0.033)	​	(41.8)
DISH TV churn rate	​	​	1.36	%	​	1.53	%	​	(0.17)	%	(11.1)
DISH TV SAC	​	$	1,149	​	$	1,054	​	$	95	​	9.0
Purchases of property and equipment, net of refunds (1)	​	$	62,388	​	$	57,912	​	$	4,476	​	7.7
OIBDA	​	$	729,873	​	$	755,510	​	$	(25,637)	​	(3.4)

*	Percentage is not meaningful.

(1) Purchases of property and equipment, net of refunds includes satellite purchases during the three months ended March 31, 2025 and 2024 of $25 million and $30 million, respectively.

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**Item 2.**MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued

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Pay-TV Subscribers

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DISH TV subscribers. We lost approximately 183,000 net DISH TV subscribers during the three months ended March 31, 2025 compared to the loss of approximately 213,000 net DISH TV subscribers during the same period in 2024. This decrease in net DISH TV subscriber losses primarily resulted from a lower DISH TV churn rate, partially offset by lower gross new DISH TV subscriber activations.

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SLING TV subscribers. We lost approximately 198,000 net SLING TV subscribers during the three months ended March 31, 2025 compared to the loss of approximately 135,000 net SLING TV subscribers during the same period in 2024. The increase in net SLING TV subscriber losses was primarily related to lower SLING TV subscriber activations due to our emphasis on acquiring higher quality subscribers and higher SLING TV subscriber disconnects in 2025. We continue to experience increased competition, including competition from other subscription video on-demand and live-linear OTT service providers, many of which are providers of our content and offer football and other seasonal sports programming direct to subscribers on an a la carte basis.

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DISH TV subscribers, gross. During the three months ended March 31, 2025, we activated approximately 46,000 gross new DISH TV subscribers compared to approximately 79,000 gross new DISH TV subscribers during the same period in 2024, a decrease of 41.8%. This decrease in our gross new DISH TV subscriber activations was primarily related to lower marketing expenditures, the lack of demand and shifting consumer behavior, as well as increased competitive pressures, including, but not limited to, live-linear OTT service providers, aggressive short term introductory pricing and bundled offers combining broadband, video and/or wireless services and other discounted promotional offers and direct-to-consumer offerings by certain of our programmers. Our gross new DISH TV subscriber activations continue to be negatively impacted by an emphasis on acquiring higher quality subscribers.

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DISH TV churn rate. Our DISH TV churn rate for the three months ended March 31, 2025 was 1.36% compared to 1.53% for the same period in 2024. Our DISH TV churn rate for the three months ended March 31, 2025 was positively impacted by our emphasis on acquiring and retaining higher quality subscribers. Our DISH TV churn rate continues to be adversely impacted by external factors, such as, among other things, cord cutting, shifting consumer behavior and increased competitive pressures, including, but not limited to, live-linear OTT service providers, aggressive marketing, bundled discount offers combining broadband, video and/or wireless services and other discounted promotional offers. Our DISH TV churn rate is also impacted by internal factors, such as, among other things, our ability to consistently provide outstanding customer service, price increases, our ability to control piracy and other forms of fraud and the level of our retention efforts.

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Our net Pay-TV subscriber additions, gross new DISH TV subscriber activations and DI

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There have been no material changes in our market risk during the three months ended March 31, 2025. For additional information, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk in Part II of our Annual Report on Form 10-K for the year ended December 31, 2024.

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Conclusion regarding disclosure controls and procedures

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Under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

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Changes in internal control over financial reporting

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

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PART II — OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

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See Note 10 “Commitments and Contingencies – Contingencies – Litigation” in the Notes to our Condensed Consolidated Financial Statements for information regarding certain legal proceedings in which we are involved.

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Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2024 includes a detailed discussion of our risk factors. The information presented below updates, and should be read in conjunction with, the risk factors and information disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

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

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We depend on suppliers, including suppliers with manufacturing in China and other countries, for various materials in our 5G Network, 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.

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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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If we are unable to pass increased costs to customers without negatively impacting demand, or offset them through other measures, our business, financial condition and results of operations could be materially adversely affected.

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

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Issuer Purchases of Equity Securities

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Stock Repurchase Program

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The following table provides information regarding repurchases of our Class A common stock from January 1, 2025 through March 31, 2025:

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​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	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)
January 1, 2025 - January 31, 2025	​	—	​	$	—	​	—	​	$	1,000,000
February 1, 2025 - February 28, 2025	​	—	​	$	—	​	—	​	$	1,000,000
March 1, 2025 - March 31, 2025	​	—	​	$	—	​	—	​	$	1,000,000
Total	​	—	​	$	—	​	—	​	$	1,000,000

(1)

On October 25, 2024, our Board of Directors authorized stock repurchases of up to $1.0 billion of our outstanding Class A common stock through and including December 31, 2025. Purchases under our repurchase program may be made through open market purchases, privately negotiated transactions, or Rule 10b5-1 trading plans, subject to market conditions and other factors. We may elect not to purchase the maximum amount of shares allowable under this program and we may also enter into additional share repurchase programs authorized by our Board of Directors.

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10b5-1 Trading Arrangements

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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 March 31, 2025, as such terms are defined under Item 408(a) of Regulation S-K.

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	(a)	Exhibits.

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TEST	​	​	​
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22◻	List of Subsidiary Guarantors
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31.1◻	Section 302 Certification of Chief Executive Officer.
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31.2◻	Section 302 Certification of Chief Financial Officer.
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32.1◻	Section 906 Certification of Chief Executive Officer.
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32.2◻	Section 906 Certification of Chief Financial Officer.
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101◻	The following materials from the Quarterly Report on Form 10-Q of EchoStar Corporation for the quarter ended March 31, 2025 filed on May 9, 2025 formatted in Inline eXtensible Business Reporting Language (“iXBRL”): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit), (iv) Condensed Consolidated Statements of Cash Flows and (v) related notes to these financial statements.
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104◻	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

☐	Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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​	ECHOSTAR CORPORATION
​	​	​
​	By:	/s/ Hamid Akhavan
​	​	Hamid Akhavan
​	​	President and Chief Executive Officer and Director (Principal Executive Officer)
​	​	​
​	By:	/s/ Paul W. Orban
​	​	Paul W. Orban
​	​	Executive Vice President and Chief Financial Officer, DISH (Principal Financial Officer and Principal Accounting Officer)
Date: May 9, 2025			​

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