EchoStar 10-Q 2025-09-30

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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 SEPTEMBER 30, 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)

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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 October 30, 2025, the registrant’s outstanding common stock consisted of 156,527,847 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	76
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Item 3.	Quantitative and Qualitative Disclosures About Market Risk	126
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Item 4.	Controls and Procedures	126
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PART II — OTHER INFORMATION		​
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Item 1.	Legal Proceedings	126
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Item 1A.	Risk Factors	126
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Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	129
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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	129
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Item 6.	Exhibits	130
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​	Signatures	132

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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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Risks Relating to Pending Transactions

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	●	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 reducing the anticipated benefits of the AT&T Transactions and SpaceX Transactions, respectively.

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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 (each as defined below) could have a material adverse effect on our business, financial condition and results of operations.

i

	●	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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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.

ii

	●	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.

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, 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.

	●	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
​	​	September 30,		​	December 31,
​		2025			2024
Assets	​	​	​	​	​	​
Current Assets:	​	​	​	​	​	​
Cash and cash equivalents	​	$	2,431,742	​	$	4,305,393
Current restricted cash, cash equivalents and marketable investment securities	​	​	169,575	​	​	150,898
Marketable investment securities	​	​	1,482,828	​	​	1,242,036
Trade accounts receivable, net of allowance for credit losses of $91,384 and $82,628, respectively	​	​	1,127,101	​	​	1,198,731
Inventory	​	​	416,068	​	​	455,197
Prepaids and other assets	​	​	384,301	​	​	655,233
Other current assets	​	​	20,675	​	​	88,255
Total current assets	​	​	6,032,290	​	​	8,095,743
​	​	​	​	​	​	​
Noncurrent Assets:	​	​	​	​	​	​
Restricted cash, cash equivalents and marketable investment securities	​	​	174,352	​	​	169,627
Property and equipment, net	​	​	3,084,793	​	​	9,187,132
Regulatory authorizations, net	​	​	34,924,214	​	​	39,442,166
Other investments, net	​	​	193,272	​	​	202,327
Operating lease assets	​	​	291,846	​	​	3,260,768
Intangible assets, net	​	​	62,949	​	​	74,939
Other noncurrent assets, net	​	​	507,650	​	​	505,985
Total noncurrent assets	​	​	39,239,076	​	​	52,842,944
Total assets	​	$	45,271,366	​	$	60,938,687
​	​	​	​	​	​	​
Liabilities and Stockholders’ Equity (Deficit)	​	​	​	​	​	​
Current Liabilities:	​	​	​	​	​	​
Trade accounts payable	​	$	668,186	​	$	740,984
Deferred revenue and other	​	​	652,398	​	​	650,940
Accrued programming	​	​	1,222,607	​	​	1,339,072
Accrued interest	​	​	631,933	​	​	352,499
Other accrued expenses and liabilities	​	​	2,267,668	​	​	1,804,516
Current portion of debt, finance lease and other obligations (Note 9)	​	​	4,519,619	​	​	943,029
Total current liabilities	​	​	9,962,411	​	​	5,831,040
​	​	​	​	​	​	​
Long-Term Obligations, Net of Current Portion:	​	​	​	​	​	​
Long-term debt, finance lease and other obligations, net of current portion (Note 9)	​	​	21,791,251	​	​	25,660,288
Deferred tax liabilities, net	​	​	680,784	​	​	4,988,653
Operating lease liabilities	​	​	4,266,240	​	​	3,211,407
Long-term deferred revenue and other long-term liabilities	​	​	1,563,809	​	​	1,002,074
Total long-term obligations, net of current portion	​	​	28,302,084	​	​	34,862,422
Total liabilities	​	​	38,264,495	​	​	40,693,462
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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, 158,248,208 and 155,048,676 shares issued, 156,459,188 and 155,048,676 shares outstanding, respectively	​	​	159	​	​	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	​	​	8,849,985	​	​	8,768,360
Accumulated other comprehensive income (loss)	​	​	(178,779)	​	​	(195,711)
Accumulated earnings (deficit)	​	​	(1,671,560)	​	​	11,618,437
Treasury stock, at cost, 1,789,020 shares	​	​	(48,512)	​	​	—
Total EchoStar stockholders’ equity (deficit)	​	​	6,951,424	​	​	20,191,372
Noncontrolling interests	​	​	55,447	​	​	53,853
Total stockholders’ equity (deficit)	​	​	7,006,871	​	​	20,245,225
Total liabilities and stockholders’ equity (deficit)	​	$	45,271,366	​	$	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					​	For the Nine Months Ended
​	​	September 30,					​	September 30,
​		2025			2024			2025			2024
Revenue:	​	​	​	​	​	​	​	​	​	​	​	​
Service revenue	​	$	3,427,947	​	$	3,671,674	​	$	10,574,210	​	$	11,233,429
Equipment sales and other revenue	​	​	186,311	​	​	219,310	​	​	634,765	​	​	625,149
Total revenue	​	​	3,614,258	​	​	3,890,984	​	​	11,208,975	​	​	11,858,578
​	​	​	​	​	​	​	​	​	​	​	​	​
Costs and Expenses (exclusive of depreciation and amortization):	​	​	​	​	​	​	​	​	​	​	​	​
Cost of services	​	​	2,370,363	​	​	2,538,149	​	​	7,264,192	​	​	7,602,809
Cost of sales - equipment and other	​	​	391,524	​	​	393,024	​	​	1,185,219	​	​	1,164,200
Selling, general and administrative expenses	​	​	621,487	​	​	643,144	​	​	1,848,832	​	​	1,862,590
Depreciation and amortization	​	​	391,291	​	​	477,434	​	​	1,372,679	​	​	1,470,359
Impairments and other (Note 1)	​	​	16,481,468	​	​	—	​	​	16,481,468	​	​	—
Total costs and expenses	​	​	20,256,133	​	​	4,051,751	​	​	28,152,390	​	​	12,099,958
​	​	​	​	​	​	​	​	​	​	​	​	​
Operating income (loss)	​	​	(16,641,875)	​	​	(160,767)	​	​	(16,943,415)	​	​	(241,380)
​	​	​	​	​	​	​	​	​	​	​	​	​
Other Income (Expense):	​	​	​	​	​	​	​	​	​	​	​	​
Interest income	​	​	53,187	​	​	11,200	​	​	184,085	​	​	55,591
Interest expense, net of amounts capitalized (Note 2)	​	​	(377,072)	​	​	(81,503)	​	​	(942,359)	​	​	(262,077)
Other, net (Note 5)	​	​	28,953	​	​	52,107	​	​	105,480	​	​	(65,501)
Total other income (expense)	​	​	(294,932)	​	​	(18,196)	​	​	(652,794)	​	​	(271,987)
​	​	​	​	​	​	​	​	​	​	​	​	​
Income (loss) before income taxes	​	​	(16,936,807)	​	​	(178,963)	​	​	(17,596,209)	​	​	(513,367)
Income tax (provision) benefit, net	​	​	4,155,459	​	​	35,162	​	​	4,304,736	​	​	53,733
Net income (loss)	​	​	(12,781,348)	​	​	(143,801)	​	​	(13,291,473)	​	​	(459,634)
Less: Net income (loss) attributable to noncontrolling interests, net of tax	​	​	(152)	​	​	(1,989)	​	​	(1,476)	​	​	(4,855)
Net income (loss) attributable to EchoStar	​	$	(12,781,196)	​	$	(141,812)	​	$	(13,289,997)	​	$	(454,779)
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Weighted-average common shares outstanding - Class A and B common stock:	​	​	​	​	​	​	​	​	​	​	​	​
Basic	​	​	288,051	​	​	271,736	​	​	287,362	​	​	271,616
Diluted	​	​	288,051	​	​	271,736	​	​	287,

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Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024.

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​	​	​	​	​	​	​	​	​	​	​	​
​	​	For the Nine Months Ended					​	​
​	​	September 30,					​	Variance
Statements of Operations Data		2025			2024			Amount			%
​	​	(In thousands)								​	​
Revenue:	​	​	​	​	​	​	​	​	​	​	​
Service revenue	​	$	7,299,901	​	$	7,961,736	​	$	(661,835)	​	(8.3)
Equipment sales and other revenue	​	​	42,258	​	​	59,157	​	​	(16,899)	​	(28.6)
Total revenue	​	​	7,342,159	​	​	8,020,893	​	​	(678,734)	​	(8.5)
​	​	​	​	​	​	​	​	​	​	​	​
Costs and expenses:	​	​	​	​	​	​	​	​	​	​	​
Cost of services	​	​	4,570,701	​	​	4,942,133	​	​	(371,432)	​	(7.5)
% of Service revenue	​	​	62.6	%	​	62.1	%	​	​	​	​
Cost of sales - equipment and other	​	​	27,596	​	​	54,072	​	​	(26,476)	​	(49.0)
Selling, general and administrative expenses	​	​	740,175	​		840,174	​		(99,999)	​	(11.9)
% of Total revenue	​	​	10.1	%	​	10.5	%	​	​	​	​
Depreciation and amortization	​	​	205,317	​	​	258,153	​	​	(52,836)	​	(20.5)
Total costs and expenses	​	​	5,543,789	​	​	6,094,532	​	​	(550,743)	​	(9.0)
​	​	​	​	​	​	​	​	​	​	​	​
Operating income (loss)	​	$	1,798,370	​	$	1,926,361	​	$	(127,991)	​	(6.6)
​	​	​	​	​	​	​	​	​	​	​	​
Other data:	​	​	​	​	​	​	​	​	​	​	​
Pay-TV subscribers, as of period end (in millions)	​	​	7.166	​	​	8.031	​	​	(0.865)	​	(10.8)
DISH TV subscribers, as of period end (in millions)**	​	​	5.171	​	​	5.888	​	​	(0.717)	​	(12.2)
SLING TV subscribers, as of period end (in millions)***	​	​	1.995	​	​	2.143	​	​	(0.148)	​	(6.9)
Pay-TV subscriber additions (losses), net (in millions)	​	​	(0.635)	​	​	(0.495)	​	​	(0.140)	​	(28.3)
DISH TV subscriber additions (losses), net (in millions)	​	​	(0.487)	​	​	(0.583)	​	​	0.096	​	16.5
SLING TV subscriber additions (losses), net (in millions)	​	​	(0.148)	​	​	0.088	​	​	(0.236)	​	*
Pay-TV ARPU	​	$	110.79	​	$	108.21	​	$	2.58	​	2.4
DISH TV subscriber additions, gross (in millions)	​	​	0.160	​	​	0.230	​	​	(0.070)	​	(30.4)
DISH TV churn rate	​	​	1.33	%	​	1.46	%	​	(0.13)	%	(8.9)
DISH TV SAC	​	$	1,215	​	$	993	​	$	222	​	22.4
Purchases of property and equipment, net of refunds (1)	​	$	239,521	​	$	165,275	​	$	74,246	​	44.9
OIBDA	​	$	2,003,687	​	$	2,184,514	​	$	(180,827)	​	(8.3)

*	Percentage is not meaningful.

**	During the second quarter of 2025, we removed approximately 28,000 subscribers from our period end DISH TV subscriber count representing DISH TV subscribers sold during the nine months ended September 30, 2025 as part of the sale of our Fiber business. This removal had no material impact on any other reported subscriber metrics, other than our period end DISH TV subscriber count.

***

Beginning in August 2025, we changed our calculation of SLING TV subscribers. The impact of this change was an increase to our period end SLING TV subscriber count of approximately 51,000 subscribers during the nine months ended September 30, 2025, representing the opening impact of the new calculation to our existing SLING TV subscriber base. All new SLING TV Flexible Offerings subscriber activations after this adjustment are included in net SLING TV subscriber additions for the period. This change had no material impact on any other reported subscriber metrics, other than our period end SLING TV subscriber count. See “Explanation of Key Metrics and Other Items – SLING TV subscribers” for further information.

(1) Purchases of property and equipment, net of refunds includes satellite purchases during the nine months ended September 30, 2025 and 2024 of $136 million and $94 million, respectively.

**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 487,000 net DISH TV subscribers during the nine months ended September 30, 2025 compared to the loss of approximately 583,000 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 148,000 net SLING TV subscribers during the nine months ended September 30, 2025 compared to the addition of approximately 88,000 net SLING TV subscribers during the same period in 2024. The change in net SLING TV subscribers was primarily related to lower SLING TV subscriber activations, partially offset by lower SLING TV subscriber disconnects in 2025 due to our emphasis on acquiring higher quality subscribers. 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. For example, in August 2025, ESPN Unlimited and FOX One sports packages were launched.

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DISH TV subscribers, gross. During the nine months ended September 30, 2025, we activated approximately 160,000 gross new DISH TV subscribers compared to approximately 230,000 gross new DISH TV subscribers during the same period in 2024, a decrease of 30.4%. 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 nine months ended September 30, 2025 was 1.33% compared to 1.46% for the same period in 2024. Our DISH TV churn rates for the nine months ended September 30, 2025 and 2024 were positively impacted by our continued 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

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There have been no material changes in our market risk during the nine months ended September 30, 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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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 reducing the anticipated benefits of the AT&T Transactions and SpaceX Transactions, respectively.

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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 reducing 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.

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As a result of these conditions, 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.

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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 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.

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We do not expect approval of the AT&T Transactions or SpaceX Transactions during a government shutdown, and the continuation 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.

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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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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.

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As of the date of this report, 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 anticipated working capital needs, capital expenditures, interest payments, debt maturities and other contractual obligations over the next twelve months. These conditions raise substantial doubt about our ability to continue as a going concern and, as a result, a ‘going concern’ disclosure appears in the Notes to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

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We expect completion of either of the AT&T Transactions or SpaceX Transactions to fully resolve our going concern qualification, except for our Hughes Satellite Systems Corporation subsidiary. However, failure to complete the transactions or a significant reduction in consideration from the transactions may result in the continuation of our going concern qualification.

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The presence of a going concern uncertainty may also adversely impact the price of our securities, harm our current, future and potential relationships with suppliers, vendors, customers, employees and creditors, and may limit our ability to access additional financing on acceptable terms or at all. There can be no assurance that management’s plans to mitigate these risks will be successful on a timely basis or at all. If we are unable to secure adequate liquidity on an acceptable timeline or at all, we may not be able to continue as a going concern, which could result in a total loss of your investment. In addition, as our cash and cash equivalents balance declines, the risks described above may continue, increase or accelerate at any time and with or without notice.

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In the event that the going concern qualification continues after the completion or non-completion of the AT&T Transactions and SpaceX Transactions, we may take additional actions to protect our interest in our Wireless Licenses and other assets that may negatively impact the value of your investment in our securities, including, under certain circumstances, filing for relief under Chapter 11 of Title 11 of the United States Code, if we determine that such an action is in the best interests of the Company and our stakeholders.

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In addition, even if we complete the AT&T Transactions and SpaceX Transactions, due to government action and creditor claims, our RAN-related infrastructure subsidiary, DISH Wireless L.L.C. (“DWLLC”), may not be able to operate as a going concern.

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Certain actions that we, or certain of our subsidiaries, may take, including a potential voluntary Chapter 11 bankruptcy filing could have material adverse consequences to us and such subsidiaries, including, but not limited to: (i) disruption of relationships with vendors, suppliers, employees and customers; (ii) limitations on the ability to access capital markets or otherwise obtain financing on favorable terms or at all; (iii) limitations on the ability to take advantage of business opportunities; (iv) reputational harm; (v) potential delisting of securities from trading exchanges; and (vi) significant administrative costs and diversion of management attention. Furthermore, the outcome of any of the actions that we, or certain of our subsidiaries, may take, including a filing for relief under Chapter 11, is inherently uncertain and may result in a loss of control by our principal stockholder or a material reduction in the value or change in the relative priority of existing equity or debt securities.

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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 July 1, 2025 through September 30, 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)
July 1, 2025 - July 31, 2025	​	—	​	$	—	​	—	​	$	1,000,000
August 1, 2025 - August 31, 2025	​	1,789,020	​	$	27.12	​	1,789,020	​	$	951,488
September 1, 2025 - September 30, 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, 2025. On October 24, 2025, our Board of Directors extended the plan and authorized an increase in the maximum dollar value of shares that may be repurchased under the plan, such that we are currently authorized to repurchase up to $1.0 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.

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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 September 30, 2025, as such terms are defined under Item 408(a) of Regulation S-K, except as follows:

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On September 12, 2025, Paul Orban, Executive Vice President and Chief Financial Officer, DISH, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the potential sale of up to 52,874 shares (including certain options that expire on April 1, 2034) of our Class A common stock, subject to certain conditions. The arrangement's expiration date is September 11, 2026.

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On September 12, 2025, Hamid Akhvan, President and Chief Executive Officer and a member of our Board of Directors, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the potential sale of up to 285,832 shares (including certain options that expire on April 1, 2034) of our Class A common stock, subject to certain conditions. The arrangement's expiration date is September 11, 2026.

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Exhibits.

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TEST	​	​	​
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4.1◻	First Supplemental Indenture, relating to EchoStar Corporation’s 6.75% Senior Spectrum Secured Exchange Notes due 2030, dated as of 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.
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4.2◻	First Supplemental Indenture, relating to EchoStar Corporation’s 3.875% Convertible Senior Secured Notes due 2030, dated as of 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.
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4.3◻	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.
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4.4◻	First Supplemental Indenture, relating to EchoStar Corporation’s 10.750% Senior Spectrum Secured Notes due 2029, dated as of 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.
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10.1◻	License Purchase Agreement, dated as of August 25, 2025, by and among EchoStar Corporation and AT&T Mobility II LLC. **
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10.2◻	License Purchase Agreement, dated as of September 7, 2025, by and among EchoStar Corporation, Space Exploration Technologies Corp. and Spectrum Business Trust 2025-1. **
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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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99.1*	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).
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99.2*	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).
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101◻	The following materials from the Quarterly Report on Form 10-Q of EchoStar Corporation for the quarter ended September 30, 2025 filed on November 6, 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.

• Incorporated by reference.

**	Certain portions of the exhibit have been omitted and separately filed with the Securities and Exchange Commission with a request for confidential treatment.

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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
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​	By:	/s/ Hamid Akhavan
​	​	Hamid Akhavan
​	​	President and Chief Executive Officer and Director (Principal Executive Officer)
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​	By:	/s/ Paul W. Orban
​	​	Paul W. Orban
​	​	Executive Vice President and Chief Financial Officer, DISH (Principal Financial Officer and Principal Accounting Officer)
Date: November 6, 2025			​

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