EchoStar 10-Q 2026-06-30

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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 JUNE 30, 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)

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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	​	ECHO	​	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 ☐
​	​
Non-accelerated filer ☐	Smaller reporting company ☐
​	​
​	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 July 21, 2026, the registrant’s outstanding common stock consisted of 159,142,240 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 (Unaudited)	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
​	​	​
​	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	133
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Item 4.	Controls and Procedures	133
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PART II — OTHER INFORMATION		​
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Item 1.	Legal Proceedings	133
​	​	​
Item 1A.	Risk Factors	134
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Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	135
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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	136
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Item 6.	Exhibits	136
​	​	​
​	Signatures	137

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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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In light of the Prepackaged Chapter 11 Plan involving the DISH DBS Filing Entities and the DISH Wireless Filing Entities (each as hereafter defined), a portion of our business has been deconsolidated for financial reporting purposes. The business description and risk factors below remain accurate as a description of our business and risk profile, but should be read together with the effects, and potential effects, of that deconsolidation and the related bankruptcy proceedings. See Note 3 for further information.

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SUMMARY OF RISK FACTORS

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Risks Relating to Bankruptcy

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	●	We are subject to risks and uncertainties associated with the Chapter 11 bankruptcy proceedings of certain of our subsidiaries.

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Risks Relating to Pending Transactions

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	●	The timing and closing of the SpaceX Transactions are not certain, and are subject to certain conditions, some of which we cannot control, which could result in the SpaceX Transactions 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 SpaceX Transactions.

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Risks Related to Our Potential Investment in SpaceX

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	●	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.

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i

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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 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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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, among other things, increase our costs, disrupt our supply chain and negatively affect our business, operations and financial condition.

ii

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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

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

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	●	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.

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	●	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.

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Risks Related to Cybersecurity

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	●	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.

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

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Acquisition and Capital Structure Risks

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	●	Certain of our subsidiaries currently do not have the necessary cash on hand, projected future cash flows or committed financing to fund their obligations over the next twelve months, which raises substantial doubt about 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.

iii

	●	We may 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

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

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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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iv

ECHOSTAR CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share amounts)

(Unaudited)

​	​	​	​	​	​	​
​	​	As of
​	​	June 30,		​	December 31,
​	​ ​ ​	2026		​ ​ ​	2025
Assets	​	​	​	​	​	​
Current Assets:	​	​	​	​	​	​
Cash and cash equivalents	​	$	439,988	​	$	1,883,074
Current restricted cash, cash equivalents and marketable investment securities (Note 6)	​	​	1,055,678	​	​	175,838
Marketable investment securities	​	​	56,205	​	​	1,100,891
Trade accounts receivable, net of allowance for credit losses of $167,370 and $79,590, respectively	​	​	905,613	​	​	1,273,849
Inventory	​	​	322,390	​	​	380,647
Prepaids and other assets	​	​	229,671	​	​	284,194
Regulatory authorizations held for sale, net (Note 11)	​	​	16,822,253	​	​	—
Other current assets	​	​	21,926	​	​	34,678
Total current assets	​	​	19,853,724	​	​	5,133,171
​	​	​	​	​	​	​
Noncurrent Assets:	​	​	​	​	​	​
Restricted cash, cash equivalents and marketable investment securities	​	​	55,081	​	​	176,203
Property and equipment, net	​	​	1,760,321	​	​	2,243,515
Regulatory authorizations, including restricted, net (Note 11)	​	​	17,116,754	​	​	34,548,952
Other investments, net	​	​	212,562	​	​	194,046
Operating lease assets	​	​	66,696	​	​	214,549
Intangible assets, net	​	​	49,124	​	​	54,413
Other noncurrent assets, net	​	​	311,136	​	​	451,506
Total noncurrent assets	​	​	19,571,674	​	​	37,883,184
Total assets	​	$	39,425,398	​	$	43,016,355
​	​	​	​	​	​	​
Liabilities and Stockholders’ Equity (Deficit)	​	​	​	​	​	​
Current Liabilities:	​	​	​	​	​	​
Trade accounts payable	​	$	251,882	​	$	541,706
Deferred revenue and other	​	​	221,389	​	​	639,173
Accrued programming	​	​	—	​	​	1,224,222
Accrued interest	​	​	170,350	​	​	309,462
Other accrued expenses and liabilities	​	​	1,727,475	​	​	2,327,587
Current portion of debt, finance lease and other obligations (Note 10)	​	​	1,446,316	​	​	7,321,269
Total current liabilities	​	​	3,817,412	​	​	12,363,419
​	​	​	​	​	​	​
Long-Term Obligations, Net of Current Portion:	​	​	​	​	​	​
Long-term debt, finance lease and other obligations, net of current portion (Note 10)	​	​	15,985,387	​	​	18,658,602
Deferred tax liabilities, net	​	​	3,406,850	​	​	598,590
Operating lease liabilities	​	​	120,325	​	​	4,137,269
Long-term deferred revenue and other long-term liabilities	​	​	1,894,020	​	​	1,446,477
Total long-term obligations, net of current portion	​	​	21,406,582	​	​	24,840,938
Total liabilities	​	​	25,223,994	​	​	37,204,357
​	​	​	​	​	​	​
Commitments and Contingencies (Note 11)	​	​	​	​	​	​
​	​	​	​	​	​	​
Stockholders’ Equity (Deficit):	​	​	​	​	​	​
Class A common stock, $0.001 par value, 1,600,000,000 shares authorized, 160,892,524 and 159,266,457 shares issued, 159,103,504 and 157,477,437 shares outstanding, respectively	​	​	161	​	​	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	​	​	8,949,104	​	​	8,875,937
Accumulated other comprehensive income (loss)	​	​	(182,530)	​	​	(183,188)
Accumulated earnings (deficit)	​	​	5,436,744	​	​	(2,878,743)
Treasury stock, at cost, 1,789,020 shares	​	​	(48,512)	​	​	(48,512)
Total EchoStar stockholders’ equity (deficit)	​	​	14,155,098	​	​	5,765,784
Noncontrolling interests	​	​	46,306	​	​	46,214
Total stockholders’ equity (deficit)	​	​	14,201,404	​	​	5,811,998
Total liabilities and stockholders’ equity (deficit)	​	$	39,425,398	​	$	43,016,355

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Note: The June 30, 2026 changes primarily resulted from the Deconsolidated Subsidiaries, unless noted otherwise. See Note 3 for further information on the Deconsolidated Subsidiaries.

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 Six Months Ended
​	​	June 30,					​	June 30,
​	​ ​ ​	2026		​ ​ ​	2025		​ ​ ​	2026		​ ​ ​	2025
Revenue:	​	​	​	​	​	​	​	​	​	​	​	​
Service revenue	​	$	3,301,538	​	$	3,540,107	​	$	6,677,078	​	$	7,146,263
Equipment sales and other revenue	​	​	274,626	​	​	184,852	​	​	566,575	​	​	448,454
Total revenue	​	​	3,576,164	​	​	3,724,959	​	​	7,243,653	​	​	7,594,717
​	​	​	​	​	​	​	​	​	​	​	​	​
Costs and Expenses (exclusive of depreciation and amortization):	​	​	​	​	​	​	​	​	​	​	​	​
Cost of services	​	​	1,928,151	​	​	2,461,631	​	​	3,926,419	​	​	4,893,829
Cost of sales - equipment and other	​	​	418,970	​	​	354,187	​	​	955,877	​	​	793,695
Selling, general and administrative expenses	​	​	547,848	​	​	629,494	​	​	1,186,873	​	​	1,227,345
Depreciation and amortization	​	​	170,543	​	​	493,055	​	​	337,144	​	​	981,388
Impairments and other	​	​	(2,286)	​	​	—	​	​	(68,445)	​	​	—
Total costs and expenses	​	​	3,063,226	​	​	3,938,367	​	​	6,337,868	​	​	7,896,257
​	​	​	​	​	​	​	​	​	​	​	​	​
Operating income (loss)	​	​	512,938	​	​	(213,408)	​	​	905,785	​	​	(301,540)
​	​	​	​	​	​	​	​	​	​	​	​	​
Other Income (Expense):	​	​	​	​	​	​	​	​	​	​	​	​
Interest income	​	​	40,912	​	​	65,369	​	​	70,321	​	​	130,898
Interest expense, net of amounts capitalized (Note 2)	​	​	(509,146)	​	​	(279,232)	​	​	(1,101,806)	​	​	(565,287)
Deconsolidation gain (Note 3)	​	​	9,728,958	​	​	—	​	​	9,728,958	​	​	—
Other, net (Note 6)	​	​	16,452	​	​	35,137	​	​	18,636	​	​	76,527
Total other income (expense)	​	​	9,277,176	​	​	(178,726)	​	​	8,716,109	​	​	(357,862)
​	​	​	​	​	​	​	​	​	​	​	​	​
Income (loss) before income taxes	​	​	9,790,114	​	​	(392,134)	​	​	9,621,894	​	​	(659,402)
Income tax (provision) benefit, net	​	​	(1,327,569)	​	​	85,290	​	​	(1,306,649)	​	​	149,277
Net income (loss)	​	​	8,462,545	​	​	(306,844)	​	​	8,315,245	​	​	(510,125)
Less: Net income (loss) attributable to noncontrolling interests, net of tax	​	​	173	​	​	(712)	​	​	(242)	​	​	(1,324)
Net income (loss) attributable to EchoStar	​	$	8,462,372	​	$	(306,132)

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The transfer of the AWS-4 and H-Block Licenses consists of two steps: first, the AWS-4 and H-Block Licenses were transferred by us to the Trust (the “Spectrum Transfer Closing”), and second, the AWS-4 and H-Block Licenses will be transferred by the Trust to SpaceX (the “Spectrum Acquisition Closing”). The Foreign Assets will be transferred directly to SpaceX at the Spectrum Acquisition Closing, to the extent the required regulatory approvals have been obtained by such date; provided, however, that the failure to obtain such approvals will not delay or prevent the Spectrum Acquisition Closing.

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The consideration for the Initial SpaceX Transactions payable at the Spectrum Acquisition Closing is $17 billion (the “Total Consideration Amount”). A portion of the Total Consideration Amount (such amount, the “Total Payoff Consideration Amount”) will be used to: (i) fully pay off all outstanding amounts owed on the 10 3/4% Senior Secured Notes due 2029 (the “10 3/4% Secured Notes”) and the 6 3/4% Senior Secured due 2030 (the “6 3/4% Secured Notes”) and (ii) settle the anticipated redemption and conversions of the 3 7/8% Convertible Secured Notes due 2030 (the “Convertible Notes due 2030” and, together with the 10 3/4% Secured Notes and the 6 3/4% Secured Notes, the “Seller Notes”).

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The remaining amount after paying off the Seller Notes (the “Purchase Price”) will be paid by SpaceX to us as follows: (i) up to $8.5 billion will be paid in SpaceX’s Class A Common Stock, valued at $212 per share, prior to the stock split discussed below, (the “Equity Amount”); and (ii) any amount of the Purchase Price exceeding $8.5 billion will be paid in cash. If the Total Payoff Consideration Amount exceeds $8.5 billion, we may elect to pay the excess in cash, our Class A Common Stock (with respect to the Convertible Notes due 2030), or both, to maintain our receipt of the full Equity Amount. However, if we elect not to pay such excess amount, the Equity Amount will be reduced dollar-for-dollar to ensure that the combined Equity Amount and Total Payoff Consideration Amount do not exceed the Total Consideration Amount. As of June 30, 2026, the aggregate principal amount outstanding of the Seller Notes was $9.821 billion and is secured by the AWS-4 and AWS-3 Licenses, and the Trust.

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The Spectrum Acquisition Closing is expected to occur on or about November 30, 2027, following the expiration of the make-whole period for the Seller Notes and the date on which the Convertible Notes due 2030 become eligible for redemption. If SpaceX elects to proceed with the Spectrum Acquisition Closing prior to November 30, 2027, SpaceX will be responsible for any additional amounts required to satisfy the Seller Notes, other than additional amounts payable as a result of a default under the Seller Notes.

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In connection with the SpaceX License Purchase Agreement and the Initial SpaceX Transactions, on September 7, 2025, SpaceX and the Trust entered into a Credit Agreement, pursuant to which SpaceX has agreed upon the Spectrum Transfer Closing to loan to the Trust (via automatically cancellable loans) amounts sufficient to make debt service payments on the Seller Notes through at least November 30, 2027 (the “Interim Debt Service”), which will be secured on a junior lien basis by the AWS-4 and H-Block Licenses. The aggregate amount of payments for the Interim Debt Service through November 30, 2027 will equal approximately $2 billion and will be settled via a loan between us and SpaceX that automatically cancels upon the completion of the Spectrum Acquisition Closing. The Credit Agreement is generally on standard commercial terms and conditions and, as a beneficiary of the Credit Agreement, we have the ability to enforce the parties obligations under the Agreement.

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As part of the Spectrum Transfer Closing, discussed below in “SpaceX Transactions Closing Updates,” in May 2026, SpaceX reimbursed us $414 million for cash interest payments we previously made on the Seller Notes (the “SpaceX Reimbursement of Cash Interim Debt Service Payments”). In addition, in June 2026, the Trust made interest payments on our behalf of $414 million on the Seller Notes (the “Interim Debt Service Payments by the Trust”). As of June 30, 2026, Interim Debt Service payments totaled approximately $828 million, which are recorded in “Long-term deferred revenue and other long-term liabilities” on our Condensed Consolidated Balance Sheets, which will be recognized as a gain upon the closing of the SpaceX Transactions.

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

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The SpaceX License Purchase Agreement also provides for future long-term commercial agreements that will enable us to offer our Wireless subscribers access to SpaceX’s next-generation Starlink Direct to Cell text and voice and broadband services utilizing certain rights and licenses related to the Spectrum that are to be conveyed by us to SpaceX at the Spectrum Acquisition Closing. The commercial agreements will also provide for a fee-based referral program that lets us refer existing customers and new Starlink customers to SpaceX. As of December 31, 2025, we had begun to utilize certain of the rights conveyed under the SpaceX License Purchase Agreement. In addition, we also have begun performing installation and other services for new Starlink customers.

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Amended and Restated License Purchase Agreement

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On November 5, 2025, we, SpaceX and Trust, entered into an Amended and Restated License Purchase Agreement (the “Amended and Restated SpaceX License Purchase Agreement,” and the transactions contemplated thereby, the “Amended SpaceX Transactions”), and, together with the Initial SpaceX Transactions, (the “SpaceX Transactions”). The Amended and Restated License Purchase Agreement amends and restates in its entirety the SpaceX License Purchase Agreement, dated as of September 7, 2025, by and among us, SpaceX and Trust.

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Pursuant to the Amended and Restated SpaceX License Purchase Agreement, we and SpaceX have agreed to revise the terms of the previously announced transaction to include the transfer of up to an aggregate of 15 MHz of AWS spectrum in the frequency range of 1695–1710 MHz for each relevant license area (the “AWS-3 Licenses”) from us to SpaceX in exchange for additional consideration of $2.6 billion, all of which will be paid in SpaceX’s Class A Common Stock, valued at $212 per share, prior to the stock split discussed below. As a result of this change, the total consideration for the SpaceX Transactions has increased from $17 billion to approximately $20 billion, with up to $11 billion to be paid in SpaceX’s Class A Common Stock, valued at $212 per share, prior to the stock split discussed below, (the “Amended Equity Amount”).

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Except as set forth above, the material terms of the Amended and Restated SpaceX License Purchase Agreement are substantially the same as the terms of the SpaceX License Purchase Agreement.

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SpaceX Transactions Closing Updates

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In May 2026, SpaceX issued a 5-for-1 stock split on SpaceX’s Class A Common Stock and as a result the Amended Equity Amount up to $11 billion to be paid in SpaceX’s Class A Common Stock is payable through the issuance of approximately 261.8 million shares of SpaceX’s Class A common stock at a fixed value of $42.40 per share (the “SpaceX Stock”).

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On May 12, 2026, the SpaceX Transactions received regulatory approval from the FCC. The DOJ waiting period had previously expired. On May 22, 2026, pursuant to the Amended and Restated License Purchase Agreement, we completed the Spectrum Transfer Closing, whereby we transferred to the Trust: (i) the AWS-4 and H-Block Licenses; and (ii) the AWS-3 Licenses (together, the “SpaceX Spectrum Assets”). The Spectrum Acquisition Closing remains targeted for November 30, 2027, subject to the satisfaction or waiver of the applicable closing condition

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There have been no material changes in our market risk during the three months ended June 30, 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.

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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 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.

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Changes in internal control over financial reporting

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Effective June 30, 2026, our control environment was modified in response to our subsidiary, DISH DBS Corporation and certain of its subsidiaries (“DISH DBS Filing Entities”), including DISH Wireless L.L.C. and its subsidiaries (the “DISH Wireless Filing Entities,” and together with DISH DBS Filing Entities, the “Filing Entities”), having commenced voluntary cases under chapter 11 of the United States Bankruptcy Code (the “Prepackaged Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), Houston Division, to pursue confirmation of a joint prepackaged plan of reorganization (the "Prepackaged Chapter 11 Plan") that restructures certain liabilities of the DISH DBS Filing Entities and DISH Wireless Filing Entities.

​ We removed internal control activities unique to the operational environments of the Filing Entities from the scope of our integrated controls.

​ To address the resulting incremental financial reporting risks and ensure completeness and accuracy of our financial statements, management designed and implemented the following incremental internal controls as of June 30, 2026:

	●	Financial Reporting and Deconsolidation Controls: Established hard close procedures on the petition date, assessing reporting entity boundaries for proper deconsolidation. These controls include specific review mechanisms to verify the mathematical accuracy of deconsolidation gain or loss calculations by derecognizing all assets, liabilities, including the fair value of the retained interest of the Filing Entities.

Apart from the modifications described above regarding the deconsolidation of the Filing Entities, no other changes occurred in our internal control over financial reporting during the quarter ended June 30, 2026, that have materially affected, or are 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 11 “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, 2025 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, 2025.

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We are subject to risks and uncertainties associated with the Chapter 11 bankruptcy proceedings of certain of our subsidiaries.

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On June 30, 2026, our subsidiary, DISH DBS Corporation and certain of its subsidiaries (the “DISH DBS Filing Entities”), including DISH Wireless L.L.C. and its subsidiaries (the “DISH Wireless Filing Entities,” and together with the DISH DBS Filing Entities, the “Filing Entities”), commenced voluntary cases under chapter 11 of the United States Bankruptcy Code (the “Prepackaged Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), Houston Division, to pursue confirmation of a joint prepackaged plan of reorganization (the "Prepackaged Chapter 11 Plan") that restructures certain liabilities of DISH DBS and DISH Wireless. The Plan implements the terms of a Restructuring Support Agreement (the “RSA”) entered into on March 19, 2026 with creditors now holding more than 88% of DISH DBS’s secured and unsecured notes. Confirmation of the Prepackaged Chapter 11 Plan, the timing of emergence and consummation of the restructuring remain subject to approval by the Bankruptcy Court and satisfaction of applicable conditions. EchoStar Corporation is not a debtor in the Prepackaged Chapter 11 Cases, and certain subsidiaries and operating brands are not included in the proceedings. Nevertheless, the Prepackaged Chapter 11 Cases could have a material adverse effect on our business, financial condition, results of operations, liquidity and prospects.

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These specific risks include, but are not limited to, the following:

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	●	Prepackaged Chapter 11 Plan confirmation, timing and execution risks: Although the Prepackaged Chapter 11 Plan has significant creditor support, the bankruptcy court must confirm the Prepackaged Chapter 11 Plan before the restructuring can be consummated. Objections by minority creditors, disputes regarding the Prepackaged Chapter 11 Plan or RSA, failure to satisfy conditions to confirmation or effectiveness, appeals or other legal or procedural developments could delay or prevent emergence from chapter 11 on a timely basis or at all, which would exacerbate the risks described below.

	●	Potential parent-level claims and financial exposure: Although the Prepackaged Chapter 11 Cases are limited to DISH DBS, DISH Wireless and certain of their subsidiaries, and EchoStar Corporation is not a debtor, certain creditors have asserted and may in the future assert claims or causes of action against, have sought and may in the future seek recovery from, or otherwise attempt to impose liability on EchoStar or its non-debtor subsidiaries, whether or not the Prepackaged Chapter 11 Plan is confirmed. If any such claims are successful, our business, financial condition and liquidity could be materially adversely impacted.

	●	Operational, asset and counterparty risks: The Prepackaged Chapter 11 Cases are intended to facilitate a rapid and orderly transition of the legacy DISH Wireless business infrastructure, including decommissioning of our facilities-based 5G network. Certain creditors’ claims in the Prepackaged Chapter 11 Cases may adversely affect our ability to preserve, transfer, monetize or otherwise realize value from assets held by debtor subsidiaries. During the pendency of the Prepackaged Chapter 11 Cases, our use of the property of the Subsidiary Filers outside the ordinary course of business will require approval by the Bankruptcy Court, which could adversely impact our flexibility in operating certain of our businesses.

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In addition, the Prepackaged Chapter 11 Cases may disrupt relationships with vendors, customers, regulators and other counterparties, may reduce vendor confidence, make it harder for us to attract new customers and contribute to customer churn across active businesses, including DISH TV and Sling TV, and may make it more difficult to attract and retain employees. Consummation of the Prepackaged Chapter 11 Plan will require the devotion of management attention, and expenses related to the Prepackaged Chapter 11 Cases could be higher than anticipated.

	●	Consolidated financial condition, debt and capital markets risks: The Prepackaged Chapter 11 Cases and our broader consolidated debt burden could materially adversely affect our liquidity, credit profile, access to capital and the market price of our securities. As a result, an investment in our securities may be highly speculative and subject to significant volatility.

	●	Deconsolidation Risks. As a result of the Prepackaged Chapter 11 Cases, we have deconsolidated the Deconsolidated Subsidiaries effective June 30, 2026. Beginning with the third quarter of 2026, the operating results of the Deconsolidated Subsidiaries, which constitute our Pay-TV business and substantially all of our expenses for our Other segment, will no longer be included in our consolidated results of operations. Our reported results will be materially different than in prior periods, and comparisons with our historical financial performance will be more difficult.

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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 April 1, 2026 through June 30, 2026:

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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)
April 1, 2026 - April 30, 2026	​	—	​	$	—	​	—	​	$	2,000,000
May 1, 2026 - May 31, 2026	​	—	​	$	—	​	—	​	$	2,000,000
June 1, 2026 - June 30, 2026	​	—	​	$	—	​	—	​	$	2,000,000
Total	​	—	​	$	—	​	—	​	$	2,000,000

(1)

Our Board of Directors previously authorized stock repurchases of up to $2.0 billion of our outstanding shares of our Class A common stock through and including December 31, 2026. On July 30, 2026, our Board of Directors extended the plan such that we are currently authorized to repurchase up to $5.0 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 June 30, 2026, as such terms are defined under Item 408(a) of Regulation S-K.

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Exhibits.

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TEST	​	​	​
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10.1*	Trust Agreement (Wireless Creditor Trust), dated as of June 26, 2026, by and between EchoStar Corporation (on behalf of itself and its subsidiaries and affiliates) and The Bank of New York Mellon, as trustee (incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K of EchoStar Corporation filed July 28, 2026).
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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 June 30, 2026 filed on August 3, 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.
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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/ Charles W. Ergen
​	​	Charles W. Ergen
​	​	Chairman, President and Chief Executive Officer (Principal Executive Officer)
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​	By:	/s/ Paul W. Orban
​	​	Paul W. Orban
​	​	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Date: August 3, 2026			​

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