filings.toolsEchoStar 10-Q 2026-03-31
Filed 2026-05-11. 8 sections, 418K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
=mj
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, 2026**.**
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) |
(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. |
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 ◻
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.
| | |
|---|---|
| Large accelerated filer ☒ | Accelerated filer ☐ |
| | |
| Non-accelerated filer ☐ | Smaller reporting company ☐ |
| | |
| | Emerging growth company ☐ |
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, 2026, the registrant’s outstanding common stock consisted of 158,465,020 shares of Class A common stock and 131,348,468 shares of Class B common stock.
TABLE OF CONTENTS
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:
SUMMARY OF RISK FACTORS
Risks Relating to Pending Transactions
| ● | The timing and closing of the AT&T Transactions and SpaceX Transactions are not certain, and are subject to certain conditions, some of which we cannot control, which could result in the AT&T Transactions or SpaceX Transactions, respectively, not being completed or being completed later than we expect, which could have a material adverse impact on our expected leverage and available cash-on-hand, as well as costs and revenues, or otherwise reduce the anticipated benefits of the AT&T Transactions and SpaceX Transactions, respectively. |
|---|
Risks Related to Our Potential Investment in SpaceX
| ● | Investor expectations regarding our potential investment in SpaceX may be currently influencing our stock price, and, if so, any adverse developments relating to SpaceX, changes in market perception of SpaceX or failure to complete the SpaceX Transaction could materially and negatively impact the market price of our Class A common stock. |
|---|
Competition and Economic Risks
| ● | 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. |
|---|
| ● | We face certain risks competing in the wireless services industry and operating a facilities-based wireless services business. |
|---|
| ● | 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. |
|---|
i
| ● | Through the MNSA and the NSA, we depend on T-Mobile and AT&T to provide network services to our Wireless subscribers. Our failure to effectively manage these relationships, including without limitation, our minimum commitments, any system failure in their wireless networks, interruption in the services provided to us and/or the termination of the MNSA or the NSA could have a material adverse effect on our business, financial condition and results of operations. |
|---|
| ● | We 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. |
|---|
| ● | 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. |
|---|
Operational and Service Delivery Risks
| ● | 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. |
|---|
| ● | 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. |
|---|
| ● | 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. |
|---|
| ● | 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. |
|---|
| ● | 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. |
|---|
| ● | Changes in trade policies, including, but not limited to, tariffs and other restrictions, could, among other things, increase our costs, disrupt our supply chain and negatively affect our business, operations and financial condition. |
|---|
| ● | We depend on independent third parties to solicit orders for our services that represent a meaningful percentage of our total gross new subscriber activations. |
|---|
Risks Related to our Human Capital
| ● | 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. |
|---|
| ● | Our business growth and customer retention strategies rely in part on the work of technically skilled employees. |
|---|
ii
Risks Related to our Products and Technology
| ● | 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. |
|---|
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 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 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 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, President and Chief Executive Officer. |
|---|
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. |
|---|
iii
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 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.
iv
Item 1. FINANCIAL STATEMENTS
ECHOSTAR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share amounts)
(Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | As of | ||||
| | | March 31, | | December 31, | ||
| | | 2026 | | 2025 | ||
| Assets | | | | | | |
| Current Assets: | | | | | | |
| Cash and cash equivalents | | $ | 1,343,780 | | $ | 1,883,074 |
| Current restricted cash, cash equivalents and marketable investment securities (Note 5) | | | — | | | 175,838 |
| Marketable investment securities | | | 172,323 | | | 1,100,891 |
| Trade accounts receivable, net of allowance for credit losses of $83,611 and $79,590, respectively | | | 1,258,708 | | | 1,273,849 |
| Inventory | | | 395,123 | | | 380,647 |
| Prepaids and other assets | | | 359,657 | | | 284,194 |
| Other current assets | | | 19,849 | | | 34,678 |
| Total current assets | | | 3,549,440 | | | 5,133,171 |
| | | | | | | |
| Noncurrent Assets: | | | | | | |
| Restricted cash, cash equivalents and marketable investment securities | | | 176,759 | | | 176,203 |
| Property and equipment, net | | | 2,200,571 | | | 2,243,515 |
| Regulatory authorizations, net | | | 34,550,802 | | | 34,548,952 |
| Other investments, net | | | 208,655 | | | 194,046 |
| Operating lease assets | | | 217,635 | | | 214,549 |
| Intangible assets, net | | | 51,236 | | | 54,413 |
| Other noncurrent assets, net | | | 420,594 | | | 451,506 |
| Total noncurrent assets | | | 37,826,252 | | | 37,883,184 |
| Total assets | | $ | 41,375,692 | | $ | 43,016,355 |
| | | | | | | |
| Liabilities and Stockholders’ Equity (Deficit) | | | | | | |
| Current Liabilities: | | | | | | |
| Trade accounts payable | | $ | 579,907 | | $ | 541,706 |
| Deferred revenue and other | | | 620,733 | | | 639,173 |
| Accrued programming | | | 1,137,147 | | | 1,224,222 |
| Accrued interest | | | 626,229 | | | 309,462 |
| Other accrued expenses and liabilities | | | 2,564,432 | | | 2,327,587 |
| Current portion of debt, finance lease and other obligations (Note 9) | | | 6,237,306 | | | 7,321,269 |
| Total current liabilities | | | 11,765,754 | | | 12,363,419 |
| | | | | | | |
| Long-Term Obligations, Net of Current Portion: | | | | | | |
| Long-term debt, finance lease and other obligations, net of current portion (Note 9) | | | 18,015,274 | | | 18,658,602 |
| Deferred tax liabilities, net | | | 575,102 | | | 598,590 |
| Operating lease liabilities | | | 3,985,604 | | | 4,137,269 |
| Long-term deferred revenue and other long-term liabilities | | | 1,356,555 | | | 1,446,477 |
| Total long-term obligations, net of current portion | | | 23,932,535 | | | 24,840,938 |
| Total liabilities | | | 35,698,289 | | | 37,204,357 |
| | | | | | | |
| Commitments and Contingencies (Note 10) | | | | | | |
| | | | | | | |
| Stockholders’ Equity (Deficit): | | | | | | |
| Class A common stock, $0.001 par value, 1,600,000,000 shares authorized, 159,722,874 and 159,266,457 shares issued, 157,933,854 and 157,477,437 shares outstanding, respectively | | | 160 | | | 159 |
| 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 | | | 8,886,945 | | | 8,875,937 |
| Accumulated other comprehensive income (loss) | | | (181,786) | | | (183,188) |
| Accumulated earnings (deficit) | | | (3,025,628) | | | (2,878,743) |
| Treasury stock, at cost, 1,789,020 shares | | | (48,512) | | | (48,512) |
| Total EchoStar stockholders’ equity (deficit) | | | 5,631,310 | | | 5,765,784 |
| Noncontrolling interests | | | 46,093 | | | 46,214 |
| Total stockholders’ equity (deficit) | | | 5,677,403 | | | 5,811,998 |
| Total liabilities and stockholders’ equity (deficit) | | $ | 41,375,692 | | $ | 43,016,355 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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, | ||||
| | | 2026 | | 2025 | ||
| Revenue: | | | | | | |
| Service revenue | | $ | 3,375,540 | | $ | 3,606,156 |
| Equipment sales and other revenue | | | 291,949 | | | 263,602 |
| Total revenue | | | 3,667,489 | | | 3,869,758 |
| | | | | | | |
| Costs and Expenses (exclusive of depreciation and amortization): | | | | | | |
| Cost of services | | | 1,998,268 | | | 2,432,198 |
| Cost of sales - equipment and other | | | 536,907 | | | 439,508 |
| Selling, general and administrative expenses | | | 639,025 | | | 597,851 |
| Depreciation and amortization | | | 166,601 | | | 488,333 |
| Impairments and other | | | (66,159) | | | — |
| Total costs and expenses | | | 3,274,642 | | | 3,957,890 |
| | | | | | | |
| Operating income (loss) | | | 392,847 | | | (88,132) |
| | | | | | | |
| Other Income (Expense): | | | | | | |
| Interest income | | | 29,409 | | | 65,529 |
| Interest expense, net of amounts capitalized (Note 2) | | | (592,660) | | | (286,055) |
| Other, net (Note 5) | | | 2,184 | | | 41,390 |
| Total other income (expense) | | | (561,067) | | | (179,136) |
| | | | | | | |
| Income (loss) before income taxes | | | (168,220) | | | (267,268) |
| Income tax (provision) benefit, net | | | 20,920 | | | 63,987 |
| Net income (loss) | | | (147,300) | | | (203,281) |
| Less: Net income (loss) attributable to noncontrolling interests, net of tax | | | (415) | | | (612) |
| Net income (loss) attributable to EchoStar | | $ | (146,885) | | $ | (202,669) |
| | | | | | | |
| Weighted-average common shares outstanding - Class A and B common stock: | | | | | | |
| Basic | | | 289,014 | | | 286,513 |
| Diluted | | | 289,014 | | | 286,513 |
| | | | | | | |
| Earnings per share - Class A and B common stock: | | | | | | |
| Basic net income (loss) per share attributable to EchoStar | | $ | (0.51) | | $ | (0.71) |
| Diluted net income (loss) per share attributable to EchoStar | | $ | (0.51) | | $ | (0.71) |
| | | | | | | |
| Comprehensive Income (Loss): | | | | | | |
| Net income (loss) | | $ | (147,300) | | $ | (203,281) |
| Other comprehensive income (loss): | | | | | | |
| Foreign currency translation adjustments | | | 2,887 | | | 9,264 |
| Unrealized holding gains (losses) on available-for-sale debt securities | | | (1,255) | | | (1,046) |
| Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss) | | | 256 | | | 1,257 |
| Deferred income tax (expense) benefit, net | | | (192) | | | 173 |
| Total other comprehensive income (loss), net of tax | | | 1,696 | | | 9,648 |
| Comprehensive income (loss) | | | (145,604) | | | (193,633) |
| Less: Comprehensive income (loss) attributable to noncontrolling interests |
Showing the first 8K of 281K characters. Open the full section
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Cost of services**.** “Cost of services” principally includes Pay-TV programming expenses and other operating costs related to our Pay-TV segment, costs of Wireless services (including costs incurred under the MNSA and NSA and direct costs to operate our 5G Network core as part of our Hybrid MNO), costs of broadband services, maintenance and other contracted services, and costs associated with satellite and transponder leases and services. Beginning on January 1, 2024, “Cost of services” includes certain direct costs related to our 5G Network deployment, including lease expense on communication towers and other costs as a significant portion of our 5G Network was placed into service. Beginning on November 15, 2025, as we have no customer traffic on our 5G Network, “Cost of services” excludes certain direct costs related to our 5G Network that we abandoned and are decommissioning, including lease expense on communication towers and other costs, which are now included in “Cost of sales – equipment and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
Cost of sales - equipment and other. “Cost of sales – equipment and other” principally includes the cost of wireless devices and other related items, the cost of broadband equipment and networks, as well as costs related to the non-subsidized sales of Pay-TV equipment. Costs are generally recognized as products are delivered to customers and the related revenue is recognized. In addition, prior to January 1, 2024, “Cost of sales – equipment and other” included certain direct costs related to our 5G Network deployment, including lease expense on communication towers and other costs, which is now included in “Cost of services” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Furthermore, beginning on November 15, 2025, as we have no customer traffic on our 5G Network, “Cost of sales – equipment and other” includes certain direct costs related to our 5G Network that we abandoned and are decommissioning, including lease expense on communication towers and other costs.
Selling, general and administrative expenses**.** “Selling, general and administrative expenses” consists primarily of direct sales costs, advertising and selling costs, third-party commissions related to the acquisition of subscribers and employee-related costs associated with administrative services such as legal, information systems, and accounting and finance. In addition, “Selling, general and administrative expenses” includes costs related to the installation of equipment for our new Pay-TV subscribers and the cost of subsidized sales of Pay-TV equipment for new subscribers.
Impairments and other. “Impairments and other” may include, among other things, non-cash impairment and other losses related to our prepaids, inventory, property and equipment, regulatory authorizations, operating lease assets, goodwill and other intangible assets, as well as estimated exit and disposal costs and any gains or losses on the settlement of estimated exit and disposal costs.
Interest income. “Interest income” primarily includes interest earned on our cash, cash equivalents and marketable investment securities, and other investments, including premium amortization and discount accretion on debt securities.
Interest expense, net of amounts capitalized. “Interest expense, net of amounts capitalized” primarily includes interest expense associated with our long-term debt (net of capitalized interest), prepayment premiums, amortization of debt discounts and debt issuance costs associated with our long-term debt, and interest expense associated with our finance lease obligations.
Other, net. The main components of “Other, net” are gains and losses realized on the sale and/or conversion of marketable and non-marketable investment securities, derivative and/or financial liability instruments, impairment of marketable and non-marketable investment securities, unrealized gains and losses from changes in fair value of certain marketable and non-marketable investment securities, derivative and/or financial liability instruments, the sale of businesses or business assets gains and losses, foreign currency transaction gains and losses, debt extinguishment gains and losses, and equity in earnings and losses of our affiliates.
**Item 2.**MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Operating income before depreciation and amortization (“OIBDA”). OIBDA is defined as “Operating income (loss)” plus “Depreciation and amortization.” This non-GAAP measure is reconciled to “Operating income (loss)” in our discussion of “Results of Operations” below.
Operating income before depreciation and amortization, and impairments and other (“Adjusted OIBDA”). Adjusted OIBDA is defined as “Operating income (loss)” plus “Depreciation and amortization,” and “Impairments and other.” This non-GAAP measure is reconciled to “Operating income (loss)” in our discussion of “Results of Operations” below.
DISH TV subscribers. We include customers obtained through direct sales, independent third-party retailers and other independent third-party distribution relationships in our DISH TV subscriber count. We also provide DISH TV services to hotels, motels and other commercial accounts. For certain of these commercial accounts, we divide our total revenue for these commercial accounts by $34.99, and include the resulting number, which is substantially smaller than the actual number of commercial units served, in our DISH TV subscriber count.
SLING TV subscribers. We include customers obtained through direct sales and third-party marketing agreements in our SLING TV subscriber count. SLING TV subscriber additions are recorded net of disconnects. For customers who subscribe to multiple SLING TV packages, each customer is only counted as one SLING TV subscriber. Prior to August 2025, SLING TV customers receiving SLING TV Freestream service, non-recurring video services, or service for no charge, under certain new subscriber promotions, were excluded from our SLING TV subscriber count. Beginning in August 2025, for certain SLING TV Freestream, Day Pass, Weekend Pass and Week Pass subscribers and other non-recurring video service accounts where we receive non-recurring user and ad insertion revenue (“SLING TV Flexible Offerings”), we divide our total SLING TV Flexible Offerings revenue related to these services by the price of our lowest tier programming package under which a new subscriber can activate, and include the resulting number, which is substantially smaller than the actual number of SLING TV customers receiving SLING TV Flexible Offerings, in the SLING TV subscriber count. All new SLING TV Flexible Offerings subscriber activations after this adjustment are included in net SLING TV subscriber additions for the period, based on the calculation above.
Pay-TV subscribers. Our Pay-TV subscriber count includes all DISH TV and SLING TV subscribers discussed above. For customers who subscribe to both our DISH TV services and our SLING TV services, each subscription is counted as a separate Pay-TV subscriber.
Pay-TV average monthly revenue per subscriber (“Pay-TV ARPU”). We are not aware of any uniform standards for calculating ARPU and believe presentations of ARPU may not be calculated consistently by other companies in the same or similar businesses. We calculate Pay-TV average monthly revenue per Pay-TV subscriber, or Pay-TV ARPU, by dividing average monthly Pay-TV segment “Service revenue,” excluding revenue from broadband services, for the period by our average number of Pay-TV subscribers for the period. The average number of Pay-TV subscribers is calculated for the period by adding the average number of Pay-TV subscribers for each month and dividing
Showing the first 8K of 112K characters. Open the full section
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our market risk during the three months ended March 31, 2026. 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, 2025.
Item 4. CONTROLS AND PROCEDURES
Conclusion regarding disclosure controls and procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief 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 Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in internal control over financial reporting
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.
PART II — OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
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.
Item 1A. RISK FACTORS
Item 1A. , “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025 includes a detailed discussion of our risk factors.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
Stock Repurchase Program
The following table provides information regarding repurchases of our Class A common stock from January 1, 2026 through March 31, 2026:
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | 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, 2026 - January 31, 2026 | | — | | $ | — | | — | | $ | 951,488 |
| February 1, 2026 - February 25, 2026 | | — | | $ | — | | — | | $ | 951,488 |
| February 26, 2026 - February 28, 2026 | | — | | $ | — | | — | | $ | 2,000,000 |
| March 1, 2026 - March 31, 2026 | | — | | $ | — | | — | | $ | 2,000,000 |
| Total | | — | | $ | — | | — | | $ | 2,000,000 |
| (1) | Our Board of Directors previously authorized stock repurchases of up to $1.0 billion of our outstanding Class A common stock through and including December 31, 2026. On February 26, 2026, our Board of Directors extended the plan such that we are currently authorized to repurchase up to $2.0 billion of our outstanding shares of our Class A common stock through and including December 31, 2026. Purchases under our repurchase program may be made through open market purchases, privately negotiated transactions, or Rule 10b5-1 trading plans, subject to market conditions and other factors. We may elect not to purchase the maximum amount of shares allowable under this program and we may also enter into additional share repurchase programs authorized by our Board of Directors. |
|---|
Item 5. OTHER INFORMATION
10b5-1 Trading Arrangements
None of the Company’s directors or Section 16 officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended March 31, 2026, as such terms are defined under Item 408(a) of Regulation S-K, except as follows:
On March 5, 2026, Dean A. Manson, Chief Legal Officer and Secretary 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 53,700 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 March 5, 2027.
On March 6, 2026, Hamid Akhavan, Chief Executive Officer, EchoStar Capital, 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 142,917 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 June 12, 2026.
Item 6. EXHIBITS
Exhibits.
| | | | | |
|---|---|---|---|---|
| TEST | | | | |
| | | |||
| 10.1* | Restructuring Support Agreement, dated March 19, 2026, among EchoStar, DISH Network, DISH DBS, certain DISH DBS subsidiaries and the Consenting Creditors (as defined therein) (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K of EchoStar Corporation filed March 19, 2026). | |||
| | | |||
| 22◻ | List of Subsidiary Guarantors | |||
| | | |||
| 31.1◻ | Section 302 Certification of Chief Executive Officer. | |||
| | | |||
| 31.2◻ | Section 302 Certification of Chief Financial Officer. | |||
| | | | | |
| 32.1◻ | Section 906 Certification of Chief Executive Officer. | |||
| | | | | |
| 32.2◻ | Section 906 Certification of Chief Financial Officer. | |||
| | | | | |
| 101◻ | The following materials from the Quarterly Report on Form 10-Q of EchoStar Corporation for the quarter ended March 31, 2026 filed on May 8, 2026 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. | |||
| | | |||
| 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. |
|---|
| | |
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.
| | | | |||
|---|---|---|---|---|---|
| | ECHOSTAR CORPORATION | ||||
| | | | |||
| | By: | /s/ Charles W. Ergen | |||
| | | Charles W. Ergen | |||
| | | Chairman, President and Chief Executive Officer (Principal Executive Officer) | |||
| | | | |||
| | By: | /s/ Paul W. Orban | |||
| | | Paul W. Orban | |||
| | | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |||
| Date: May 8, 2026 | |