10-K – 2026-03-02 – tmb-20251231x10k.htm

3.2
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Compiled Bylaws of EchoStar Corporation (incorporated by reference to Exhibit 3.2 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023, filed February 29, 2024) .

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4.1*
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Specimen Class A Common Stock Certificate of EchoStar Corporation (incorporated by reference to Exhibit 4.1 to Amendment No. 1 of EchoStar Corporation’s Form 10 filed December 12, 2007, Commission File No. 001-33807).

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4.2*
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Security Agreement, dated as of June 8, 2011, among EH Holding Corporation (currently known as Hughes Satellite Systems Corporation), the guarantors listed on the signature pages thereto, and U.S. Bank National Association, as successor collateral agent (incorporated by reference to Exhibit 4.1 to EchoStar Corporation’s Current Report on Form 8-K filed June 9, 2011, Commission File No. 001-33807).

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4.3*
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Indenture, relating to the 7 3/4% Senior Notes due 2026, dated as of June 13, 2016, among DISH DBS Corporation, the guarantors named on the signature pages thereto and U.S. Bank National Association, as Trustee (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K of DISH Network Corporation filed June 13, 2016).

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4.4*
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Indenture, relating to the 5.250% Senior Secured Notes, dated as of July 27, 2016, among Hughes Satellite Systems Corporation, the guarantors party thereto, U.S. Bank National Association, as trustee and successor collateral agent (incorporated by reference to Exhibit 4.1 to EchoStar Corporation’s Current Report on Form 8-K filed on July 27, 2016, Commission File No. 001-33807).

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4.5*
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Indenture, relating to the 6.625% Senior Unsecured Notes, dated as of July 27, 2016, among Hughes Satellite Systems Corporation, the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to EchoStar Corporation’s Current Report on Form 8-K filed on July 27, 2016, Commission File No. 001-33807).

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4.6*
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Additional Secured Party Joinder, dated as of July 27, 2016, among U.S. Bank National Association, as trustee and successor collateral agent, and Hughes Satellite Systems Corporation (incorporated by reference to Exhibit 4.4 to EchoStar Corporation’s Current Report on Form 8-K filed on July 27, 2016, Commission File No. 001-33807).

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4.7*
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Indenture, relating to the 3 3/8% Convertible Notes due 2026, dated as of August 8, 2016, by and between DISH Network Corporation and U.S. Bank National Association, as Trustee (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K of DISH Network Corporation filed August 8, 2016).

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4.8*
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Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 5.250% Senior Secured Notes due 2026, dated March 23, 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages thereto, U.S. Bank National Association, as trustee and successor collateral agent (incorporated by reference to Exhibit 4.19 to Hughes Satellite Systems Corporation’s Registration Statement on Form S-4, filed April 6, 2017, Commission File No. 333-179121).

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4.9*
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Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 6.625% Senior Notes due 2026, dated as of March 23, 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.20 to Hughes Satellite Systems Corporation’s Registration Statement on Form S-4, filed April 6, 2017, Commission File No. 333- 179121).

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4.10*
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Joinder Agreement, dated as of August 10, 2017, to the Security Agreement dated as of June 8, 2011, by and between HNS Americas, L.L.C., HNS Americas II, L.L.C. and U.S. Bank National Association, as successor collateral agent (incorporated by reference to Exhibit 4.24 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, filed February 22, 2018, Commission File No. 001-33807).

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4.11*
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Second Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 5.250% Senior Secured Notes due 2026, dated August 10, 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages thereto, U.S. Bank National Association, as trustee and successor collateral agent (incorporated by reference to Exhibit 4.25 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, filed February 22, 2018, Commission File No. 001-33807).

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4.12*
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Second Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 6.625% Senior Notes due 2026, dated as of August 10, 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.26 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, filed February 22, 2018, Commission File No. 001-33807).

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4.13*
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Supplemental Indenture relating to the 7 3/4% Senior Notes due 2026 (incorporated by reference from Exhibit 4.16 to the Annual Report on Form 10-K of DISH DBS Corporation filed March 29, 2018).

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4.14*
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Joinder Agreement, dated as of June 12, 2019, to the Security Agreement dated as of June 8, 2011, by and between EchoStar BSS Corporation, EchoStar FSS L.L.C. and U.S. Bank National Association, as successor collateral agent (incorporated by reference to Exhibit 4.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. 001-33807).

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4.15*
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Third Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 5.250% Senior Secured Notes due 2026, dated June 12, 2019, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantors listed on the signature pages thereto, U.S. Bank National Association, as trustee and successor collateral agent (incorporated by reference to Exhibit 4.2 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. 001-33807).

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4.16*
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Third Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 6.625% Senior Notes due 2026, dated as of June 12, 2019, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. 001-33807).

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4.17*
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Indenture, relating to the 7 3/8% Senior Notes due 2028, dated as of July 1, 2020, among DISH DBS Corporation, the guarantors named on the signature pages thereto and U.S. Bank National Association, as Trustee (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K of DISH Network Corporation filed July 1, 2020).

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4.18*
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First Supplemental Indenture, relating to the DISH 3.375% Convertible Notes due 2026, dated as of December 29, 2023, among DISH Network Corporation, EchoStar Corporation and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as Trustee (incorporated by reference from Exhibit 4.2 to the Current Report on Form 8-K of EchoStar Corporation filed January 2, 2024).

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4.19*
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Indenture, relating to the 5 1/8% Senior Notes due 2029, dated as of May 24, 2021 among DISH DBS Corporation, the guarantors named on the signature pages thereto and U.S. Bank, National Association, as Trustee (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K of DISH Network Corporation filed May 24, 2021).

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4.20*
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Indenture, relating to the 5 1/4% Senior Secured Notes due 2026 and the 5 3/4% Senior Secured Notes due 2028, dated as of November 26, 2021, among DISH DBS Corporation, the guarantors named on the signature pages thereto and U.S. Bank National Association, as Trustee and Collateral Agent (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K of DISH Network Corporation filed November 26, 2021).  

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4.21*
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Security Agreement, dated as of November 26, 2021, among DISH DBS Corporation, the guarantors named on the signature pages thereto and U.S. Bank National Association, as Collateral Agent (incorporated by reference from Exhibit 4.2 to the Current Report on Form 8-K of DISH Network Corporation filed November 26, 2021).

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4.22*
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Loan and Security Agreement, dated as of November 26, 2021, between DISH DBS Corporation and DISH Network Corporation (incorporated by reference from Exhibit 4.3 to the Current Report on Form 8-K of DISH Network Corporation filed November 26, 2021).

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4.23*
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Secured Indenture, relating to the 11.75% Senior Secured Notes due 2027, dated as of November 15, 2022, among DISH Network Corporation, the guarantors named on the signature pages thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K of DISH Network Corporation filed January 26, 2023).

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4.24*
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Security Agreement, dated as of November 15, 2022, among the secured guarantors named on the signature pages thereto and U.S. Bank Trust Company, National Association, as collateral agent (incorporated by reference from Exhibit 4.2 to the Current Report on Form 8-K of DISH Network Corporation filed November 15, 2022).

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4.25*
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Description of our Capital Stock ((incorporated by reference to Exhibit 4.25 to EchoStar Corporations’ Annual Report on Form 10-K for the year ended December 31, 2019, filed February 20, 2020, Commission File No. 001-33807).

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4.26*
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Second Supplemental Indenture relating to DISH Network Corporation’s 3.375% Convertible Notes due 2026, dated as of November 12, 2024, by and among EchoStar Corporation, DISH Network Corporation and U.S. Bank Trust Company, National Association (incorporated by reference from Exhibit 4.2 to the Current Report on Form 8-K of EchoStar Corporation filed November 14, 2024).

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4.27*
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Indenture relating to EchoStar Corporation’s 6.75% Senior Spectrum Secured Exchange Notes due 2030, dated as of November 12, 2024, 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 (incorporated by reference from Exhibit 4.3 to the Current Report on Form 8-K of EchoStar Corporation filed November 14, 2024).

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4.28*
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Security Agreement relating to EchoStar Corporation’s 6.75% Senior Spectrum Secured Exchange Notes due 2030, dated as of November 12, 2024, by and among the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as notes collateral agent (incorporated by reference from Exhibit 4.4 to the Current Report on Form 8-K of EchoStar Corporation filed November 14, 2024).

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4.29*
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Pledge Agreement relating to EchoStar Corporation’s 6.75% Senior Spectrum Secured Exchange Notes due 2030, dated as of November 12, 2024, by and among the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as notes collateral agent (incorporated by reference from Exhibit 4.5 to the Current Report on Form 8-K of EchoStar Corporation filed November 14, 2024).

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4.30*
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Indenture relating to EchoStar Corporation’s 3.875% Convertible Senior Secured Notes due 2030, dated as of November 12, 2024, 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 (incorporated by reference from Exhibit 4.6 to the Current Report on Form 8-K of EchoStar Corporation filed November 14, 2024).

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4.31*
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Security Agreement relating to EchoStar Corporation’s 3.875% Convertible Senior Secured Notes due 2030, dated as of November 12, 2024, by and among the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as notes collateral agent (incorporated by reference from Exhibit 4.7 to the Current Report on Form 8-K of EchoStar Corporation filed November 14, 2024).

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4.32*
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Pledge Agreement relating to EchoStar Corporation’s 3.875% Convertible Senior Secured Notes due 2030, dated as of November 12, 2024, by and among the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as notes collateral agent (incorporated by reference from Exhibit 4.8 to the Current Report on Form 8-K of EchoStar Corporation filed November 14, 2024).

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4.33*
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Notes Purchase Agreement relating to EchoStar Corporation’s 10.750% Senior Spectrum Secured Notes due 2029, dated as of November 8, 2024, by and among EchoStar Corporation, the guarantors named therein and the purchasers named therein (incorporated by reference from Exhibit 4.9 to the Current Report on Form 8-K of EchoStar Corporation filed November 14, 2024).

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4.34*
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Notes Purchase Agreement relating to EchoStar Corporation's 3.875% Convertible Senior Secured Notes due 2030, dated as of November 8, 2024, by and among EchoStar Corporation, the guarantors named therein and the purchasers named therein (incorporated by reference from Exhibit 4.10 to the Current Report on Form 8-K of EchoStar Corporation filed November 14, 2024).

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4.35*
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Indenture relating to EchoStar Corporation’s 10.750% Senior Spectrum Secured Notes due 2029, dated as of November 12, 2024, 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 (incorporated by reference from Exhibit 4.11 to the Current Report on Form 8-K of EchoStar Corporation filed November 14, 2024).

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4.36*
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Security Agreement relating to EchoStar Corporation’s 10.750% Senior Spectrum Secured Notes due 2029, dated as of November 12, 2024, by and among the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as notes collateral agent (incorporated by reference from Exhibit 4.12 to the Current Report on Form 8-K of EchoStar Corporation filed November 14, 2024).

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4.37*
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Pledge Agreement relating to EchoStar Corporation’s 10.750% Senior Spectrum Secured Notes due 2029, dated as of November 12, 2024, by and among the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as notes collateral agent (incorporated by reference from Exhibit 4.13 to the Current Report on Form 8-K of EchoStar Corporation filed November 14, 2024).

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4.38*
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First Lien Intercreditor Agreement, dated as of November 12, 2024, by and among the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent (incorporated by reference from Exhibit 4.14 to the Current Report on Form 8-K of EchoStar Corporation filed November 14, 2024).

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4.39*
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Form of Second Lien Intercreditor Agreement (incorporated by reference from Exhibit 4.15 to the Current Report on Form 8-K of EchoStar Corporation filed November 14, 2024).

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4.40*
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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 (incorporated by reference to Exhibit 4.1 to EchoStar Corporation’s Quarterly Report on Form 10 Q for the quarter ended September 30, 2025, filed November 6, 2025).

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4.41*
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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 (incorporated by reference to Exhibit 4.2 to EchoStar Corporation’s Quarterly Report on Form 10 Q for the quarter ended September 30, 2025, filed November 6, 2025) .

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4.42*
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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 (incorporated by reference to Exhibit 4.3 to EchoStar Corporation’s Quarterly Report on Form 10 Q for the quarter ended September 30, 2025, filed November 6, 2025) .

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4.43*
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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 (incorporated by reference to Exhibit 4.4 to EchoStar Corporation’s Quarterly Report on Form 10 Q for the quarter ended September 30, 2025, filed November 6, 2025) .

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4.44 ☐
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Additional Secured Party Joinder, dated as of February 13, 2026, to the Security Agreement dated as of June 8, 2011, among U.S. Bank National Association, as trustee and successor collateral agent, and Hughes Satellite Systems Corporation.
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10.1*
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Form of EchoStar Corporation 2008 Class B CEO Stock Option Plan (incorporated by reference to Exhibit 10.25 to Amendment No. 1 of EchoStar Corporation’s Form 10 filed December 12, 2007, Commission File No. 001-33807).**

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10.2*
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Amended and Restated EchoStar Corporation 2008 Stock Incentive Plan (the “2008 Stock Incentive Plan”) (incorporated by reference to EchoStar Corporation’s Definitive Proxy Statement on Form 14, filed September 18, 2014, Commission File No. 001-33807).**

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10.3*
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Amended and Restated EchoStar Corporation 2008 Non-Employee Director Stock Option Plan (the “2008 Non-Employee Director Stock Option Plan”) (incorporated by reference to EchoStar Corporation’s Definitive Proxy Statement on Form 14, filed March 31, 2009, Commission File No. 001-33807).**

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10.4*
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Form of Restricted Stock Unit Agreement for 2008 Stock Incentive Plan — Executive or Director (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed November 6, 2015, Commission File No. 001-33807).**

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10.5*
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Form of Stock Option Agreement for 2008 Stock Incentive Plan (1999) (incorporated by reference to Exhibit 10.39 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 001-33807).**

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10.6*
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Form of Stock Option Agreement for 2008 Stock Incentive Plan — Employee (2008) (incorporated by reference to Exhibit 10.40 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 001-33807).**

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10.7*
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Form of Stock Option Agreement for 2008 Stock Incentive Plan — Executive (2008) (incorporated by reference to Exhibit 10.41 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 001-33807).**

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10.8*
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Form of Stock Option Agreement for 2008 Stock Incentive Plan — Employee (2014) (incorporated by reference to Exhibit 10.42 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 001-33807).**

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10.9*
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Form of Stock Option Agreement for 2008 Stock Incentive Plan — Executive (2014) (incorporated by reference to Exhibit 10.43 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 001-33807). **

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10.10*
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Form of Non-Employee Director Stock Option Agreement for 2008 Non-Employee Director Stock Option Plan (incorporated by reference to Exhibit 10.44 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 001-33807). **

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10.11*
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Form of Restricted Stock Unit Agreement for 2008 Stock Incentive Plan — Executive or Director (2011) (incorporated by reference to Exhibit 10.45 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 001-33807).**

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10.12*
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EchoStar Corporation 2017 Stock Incentive Plan (incorporated by reference to EchoStar Corporation’s Definitive Proxy Statement on Form 14, filed March 23, 2017, Commission File No. 001-33807).**

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10.13*
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EchoStar Corporation 2017 Non-Employee Director Stock Incentive Plan (incorporated by reference to EchoStar Corporation’s Definitive Proxy Statement on Form 14, filed March 23, 2017, Commission File No. 001-33807).**

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10.14*
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Amended and Restated EchoStar Corporation 2017 Employee Stock Purchase Plan (incorporated by reference to EchoStar Corporation’s Definitive Proxy Statement on Form 14, filed March 23, 2017, Commission File No. 001-33807).**

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10.15*
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Amendment No. 1 to EchoStar Corporation 2017 Amended and Restated Employee Stock Purchase Plan dated October 20, 2022 (incorporated by reference to Exhibit 10.5 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 3, 2022, Commission File No. 001-33807)**

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10.16*
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EchoStar Non-Qualified Plan -- Executive Plan and Adoption Agreement, as amended (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed August 9, 2017, Commission File No. 001-33807).**

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10.17*
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Form of Stock Option Agreement for the EchoStar Corporation 2017 Stock Incentive Plan - Employee (2017) (incorporated by reference to Exhibit 10.2 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed August 9, 2017, Commission File No. 001-33807).**

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10.18*
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Form of Stock Option Agreement for the EchoStar Corporation 2017 Stock Incentive Plan - Executive (2017) (incorporated by reference to Exhibit 10.3 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed August 9, 2017, Commission File No. 001-33807). **

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10.19*
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Form of Non-Employee Director Stock Option Agreement for the EchoStar Corporation 2017 Non-Employee Director Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed August 9, 2017, Commission File No. 001-33807).**

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10.20*
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Form of Restricted Stock Unit Agreement for the EchoStar Corporation 2017 Stock Incentive Plan - Executive (2017) (incorporated by reference to Exhibit 10.5 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed August 9, 2017, Commission File No. 001-33807).**

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10.21*
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Form of Stock Option Agreement for the EchoStar Corporation 2017 Stock Incentive Plan — Employee (2022) (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 3, 2022, Commission File No. 001-33807)**

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10.22*
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Form of Stock Option Agreement for the EchoStar Corporation 2017 Stock Incentive Plan — Executive (2022) (incorporated by reference to Exhibit 10.2 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 3, 2022, Commission File No. 001-33807) **

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10.23*
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Form of Non-Employee Director Stock Option Agreement for the EchoStar Corporation 2017 Non-Employee Director Stock Incentive Plan (2022) (incorporated by reference to Exhibit 10.3 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 3, 2022, Commission File No. 001-33807)**

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10.24*
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Form of Restricted Stock Unit Agreement for the EchoStar Corporation 2017 Stock Incentive Plan — Executive (2022) (incorporated by reference to Exhibit 10.4 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 3, 2022, Commission File No. 001-33807) **

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10.25*
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Form of Stock Option Agreement for Hamid Akhavan (incorporated by reference to Exhibit 10.2 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed May 5, 2022, Commission File No. 001-33807)**

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10.26*
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Form of Restricted Stock Unit Agreement for Hamid Akhavan (incorporated by reference to Exhibit 10.3 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed May 5, 2022, Commission File No. 001-33807)**

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10.27*
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Amendment to EchoStar Non-Qualified Plan -- Executive Plan and Adoption Agreement, dated November 1, 2018 (incorporated by reference to Exhibit 10.35 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018, filed February 21, 2019, Commission File No. 001-33807).**

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10.28*
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Amended and Restated EchoStar Corporation Executive Officer Bonus Incentive Plan, dated as of April 30, 2019 (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. 001-33807).**

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10.29*
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Amendment to EchoStar Non-Qualified Plan – Executive Plan and Adoption Agreement, dated October 21, 2019 (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed November 5, 2020, Commission File No. 001-33807). **

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10.30*
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Amendment No. 1 to EchoStar Corporation 2017 Non-Employee Director Stock Incentive Plan (incorporated by reference to EchoStar Corporation’s Definitive Proxy Statement on Schedule 14A, filed March 17, 2021, Commission File No. 001- 33807). **

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10.31*
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Second Amended and Restated EchoStar Corporation Executive Officer Bonus Incentive Plan, dated as of November 2, 2021 (incorporated by reference to Exhibit 10.30 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021, filed February 24, 2022, Commission File No. 001-33807) . **

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10.32*
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2002 Class B CEO Stock Option Plan (incorporated by reference from Appendix A to DISH Network Corporation’s Definitive Proxy Statement on Schedule 14A dated April 9, 2002). **

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10.33*
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DISH Network Corporation 2009 Stock Incentive Plan (incorporated by reference to Appendix A to DISH Network Corporation’s Definitive Proxy Statement on Form 14A filed September 19, 2014). **

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10.34*
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Amended and Restated DISH Network Corporation 2001 Nonemployee Director Stock Option Plan (incorporated by reference to Appendix B to DISH Network Corporation’s Definitive Proxy Statement on Form 14A filed March 31, 2009). **

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10.35*
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Guaranty of Certain Obligations to FCC, dated as of October 1, 2015, made by DISH Network Corporation in favor of the Federal Communications Commission (Northstar Wireless) (incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K of DISH Network Corporation filed October 2, 2015).

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10.36*
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Guaranty of Certain Obligations to FCC, dated as of October 1, 2015, made by DISH Network Corporation in favor of the Federal Communications Commission (SNR Wireless) (incorporated by reference from Exhibit 10.4 to the Current Report on Form 8-K of DISH Network Corporation filed October 2, 2015).

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10.37*
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Form of Base/Additional Note Hedge Transaction Confirmation (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K of DISH Network Corporation filed August 8, 2016).

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10.38*
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Form of Base/Additional Warrant Transaction Confirmation (incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K of DISH Network Corporation filed August 8, 2016).

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10.39*
​
Description of the 2017 Long-Term Incentive Plan dated December 2, 2016 (incorporated by reference from the Current Report on Form 8-K of DISH Network Corporation filed December 8, 2016). **

​
​
​

10.40*
​
Description of the 2019 Long-Term Incentive Plan dated August 17, 2018 (incorporated by reference from the Current Report on Form 8-K of DISH Network Corporation filed August 23, 2018). **

​
​
​

10.41*
​
DISH Network Corporation 2019 Stock Incentive Plan (incorporated by reference to Appendix A to DISH Network Corporation’s Definitive Proxy Statement on Form 14A filed March 19, 2019). **

​
​
​

10.42*
​
Incentive Stock Option Agreement (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed November 6, 2020). **

​
​
​

10.43*
​
Non-Qualified Stock Option Agreement (incorporated by reference from Exhibit 10.2 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed November 6, 2020). **

​
​
​

10.44*
​
Restricted Stock Unit Agreement (incorporated by reference from Exhibit 10.3 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed November 6, 2020). **

​
​
​

10.45*
​
Amended and Restated Support Agreement, dated as of October 2, 2023, by and among DISH Network, EchoStar and the Ergen Stockholders (attached to the prospectus which forms a part of this registration statement as Annex B) (incorporated by reference from Exhibit 10.1 to the Amendment No. 1 on Form S-4 of EchoStar filed on November 6, 2023).

​
​
​

10.46*
​
Letter Agreement, dated as of October 2, 2023, by and between EchoStar and John W. Swieringa (incorporated by reference from Exhibit 10.3 to the Amendment No. 1 on Form S-4 of EchoStar filed on November 6, 2023).**

​
​
​

10.47*
​
Registration Rights Agreement, dated as of December 31, 2025, among EchoStar Corporation, Charles W. Ergen, Cantey M. Ergen and the other signatories thereto (incorporated by reference from Exhibit 10.1 to EchoStar’s Current Report on Form 8-K filed on January 2, 2024).

​
​
​

10.48*
​
Form of Warrant Amendment Letter Agreement (incorporated by reference from Exhibit 4.8 to EchoStar’s Current Report on Form 8-K filed on January 2, 2024).

​
​
​

10.49*
​
Form of Warrant Guarantee (incorporated by reference from Exhibit 4.9 to EchoStar’s Current Report on Form 8-K filed on January 2, 2024).

​
​
​

131
​

Table of Contents

10.50*
​
Form of Note Hedge Amendment Letter Agreement (incorporated by reference from Exhibit 4.11 to EchoStar’s Current Report on Form 8-K filed on January 2, 2024).

​
​
​

10.51*
​
Loan and Security Agreement, dated September 29, 2024, by and among DISH DBS Issuer LLC, as borrower, Alter Domus (US) LLC, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.1 of the Current Report on Form 8-K of EchoStar Corporation filed September 30, 2024).

​
​
​

10.52*
​
License Purchase Agreement, dated as of August 25, 2025, by and among EchoStar Corporation and AT&T Mobility II LLC (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10 Q for the quarter ended September 30, 2025, filed November 6, 2025) . ** *

​
​
​

10.53*
​
License Purchase Agreement, dated as of September 7, 2025, by and among EchoStar Corporation, Space Exploration Technologies Corp. and Spectrum Business Trust 2025-1 (incorporated by reference to Exhibit 10.2 to EchoStar Corporation’s Quarterly Report on Form 10 Q for the quarter ended September 30, 2025, filed November 6, 2025) . ** *

​
​
​

10.54*
​
Letter Agreement, dated as of December 26, 2025 , by and between EchoStar and Hamid Akhavan (incorporated by reference from Exhibit 10.1 of the Current Report on Form 8-K of EchoStar Corporation filed December 29, 2025).**

​
​
​

10.55 ☐
​
Amended and Restated License Purchase Agreement, dated as of November 5, 2025, by and among EchoStar Corporation, Space Exploration Technologies Corp. and Spectrum Business Trust 2025-1.** *

​
​
​

19 ☐
​
EchoStar Corporation’s Insider Trading Policy.

​
​
​

21 ☐
​
Subsidiaries of EchoStar Corporation.

​
​
​

22 ◻
​
List of Subsidiary Guarantors.

​
​
​

23 ☐
​
Consent of KPMG LLP, Independent Registered Public Accounting Firm.

​
​
​

24 ☐
​
Power of Attorney authorizing Dean A. Manson as signatory for Kathleen Q. Abernathy, Hamid Akhavan, George R. Brokaw, Stephen J. Bye, James DeFranco, R. Stanton Dodge, Cantey M. Ergen, Lisa W. Hershman, Tom A. Ortolf and William D. Wade.

132
​

Table of Contents

​
​
​

31.1 ☐
​
Section 302 Certification of Chief Executive Officer.

​
​
​

31.2 ☐
​
Section 302 Certification of Principal Financial Officer.

​
​
​

32.1 ☐
​
Section 906 Certification of Chief Executive Officer.

​
​
​

32.2 ☐
​
Section 906 Certification of Principal Financial Officer.

​
​
​

97.1 *
​
EchoStar Corporation’s Clawback Policy. (incorporated by reference to Exhibit 97.1 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023, filed February 29, 2024).

​
​
​

99.1*
​
Department of Justice CDMA Letter to Defendants dated July 9, 2021 (incorporated by reference from Exhibit 99.1 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed August 9, 2021).

​
​
​

99.2*
​
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).

​
​
​

99.3*
​
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).

​
​
​

101 ☐
​
The following materials from the Annual Report on Form 10-K of EchoStar Corporation for the year ended December 31, 2025, filed on March  2, 2026, formatted in Inline eXtensible Business Reporting Language (“iXBRL”): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statement of Changes in Stockholders’ Equity (Deficit), (iv) 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.
** Constitutes a management contract or compensatory plan or arrangement.
*** Certain portions of the exhibit have been omitted and separately filed with the Securities and Exchange Commission with a request for confidential treatment.
Item 16. FORM 10-K SUMMARY
​
None
​

133
​

Table of Contents

​
SIGNATURES
​
Pursuant to the requirements of Section 13 or 15(d) 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/ Paul W. Orban

​
​
Paul W. Orban

​
​
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

​
Date: March 2, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
​

​

​

​

​

Signature
​
Title
​
Date

​
​
​
​
​

/s/ Charles W. Ergen
​
President and Chief Executive Officer and Chairman
​
March 2, 2026

Charles W. Ergen
​
(Principal Executive Officer)
​
​

​
​
​
​
​

/s/ Paul W. Orban
​
Executive Vice President and Chief Financial Officer
​
March 2, 2026

Paul W. Orban
​
(Principal Financial Officer and Principal Accounting Officer)
​
​

​
​
​
​
​

*
​
Director
​
March 2, 2026

Kathleen Q. Abernathy
​
​
​
​

​
​
​
​
​

*
​
Director
​
March 2, 2026

Hamid Akhavan
​
​
​
​

​
​
​
​
​

*
​
Director
​
March 2, 2026

George R. Brokaw
​
​
​
​

​
​
​
​
​

*
​
Director
​
March 2, 2026

Stephen J. Bye
​
​
​
​

​
​
​
​
​

*
​
Director
​
March 2, 2026

James DeFranco
​
​
​
​

​
​
​
​
​

*
​
Director
​
March 2, 2026

R. Stanton Dodge
​
​
​
​

​
​
​
​
​

*
​
Director
​
March 2, 2026

Cantey M. Ergen
​
​
​
​

​
​
​
​
​

*
​
Director
​
March 2, 2026

Lisa W. Hershman
​
​
​
​

​
​
​
​
​

*
​
Director
​
March 2, 2026

Tom A. Ortolf
​
​
​
​

​
​
​
​
​

*
​
Director
​
March 2, 2026

William D. Wade
​
​
​
​

​
​
​
​
​

134
​

Table of Contents

​
​
​

​

​

* By:
/s/ Dean A. Manson
​

​
Dean A. Manson
​

​
Attorney-in-Fact
​

​
​
​

135
​

Table of Contents

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
​
Consolidated Financial Statements:
​

​
Page

​
​

Report of KPMG LLP, Independent Registered Public Accounting Firm (PCAOB ID: 185 )
F-2

Consolidated Balance Sheets
F-5

Consolidated Statements of Operations and Comprehensive Income (Loss)
F-6

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
F-7

Consolidated Statements of Cash Flows
F-8

Notes to Consolidated Financial Statements
F-9

​
​
​

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
​
To the Stockholders and Board of Directors
EchoStar Corporation:
​
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
​
We have audited the accompanying consolidated balance sheets of EchoStar Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
​
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
​
Going Concern
​
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has significant debts maturing in 2026 and does not have the necessary cash on hand, projected cash flows, or committed financing to fund its obligations for at least twelve months from the issuance of these consolidated financial statements that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
​
Basis for Opinions
​
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
​
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
​

F-2

Table of Contents

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
​
Definition and Limitations of Internal Control Over Financial Reporting
​
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
​
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
​
Critical Audit Matter
​
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
​
Sufficiency of audit evidence over revenue
As discussed in Note 16 to the consolidated financial statements, the Company reported $15.0 billion in total revenue for the year ended December 31, 2025, which included Pay-TV, Wireless, Broadband and Satellite Services and Other segment revenue of $9.7 billion, $3.8 billion, $1.5 billion and $0.3 billion, respectively. These categories of revenue have multiple revenue streams and certain aspects of the Company’s processes and information technology (IT) systems differ among the revenue streams.
​
We identified the evaluation of sufficiency of audit evidence over certain revenue streams as a critical audit matter. Specifically, subjective auditor judgment was required to evaluate that revenue data was captured and aggregated throughout these various IT applications. Additionally, IT professionals with specialized skills and knowledge were required to evaluate the nature and extent of evidence obtained over certain revenue streams.
​

F-3

Table of Contents

​
The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue. For each revenue stream where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue recognition process, including recording of revenue. We also evaluated the design and tested the operating effectiveness of certain general IT and application controls. We involved IT professionals with specialized skills and knowledge, who assisted in testing certain IT applications used by the Company in its revenue recognition processes and the transfer of relevant revenue data between certain systems used in the revenue recognition processes. For certain revenue streams, we assessed the recorded revenue by comparing total cash received during the year, adjusted for reconciling items, to the revenue recognized. Such assessment also evaluated the relevance and reliability of reconciling items to underlying documentation, including the changes in accounts receivable and deferred revenue. For other revenue streams, we assessed the recorded amounts by sampling transactions or confirming the price and quantity of items sold with third-party customers. Additionally, for other revenue streams we performed a software-assisted data analysis to test relationships among certain revenue transactions. Through these procedures we then compared the amounts recognized for consistency with underlying documentation, including contracts or payment and transaction support. We evaluated the sufficiency of audit evidence obtained by assessing the results of the procedures performed, including the appropriateness of the nature and extent of such evidence.
Impairment of spectrum assets
As discussed in Notes 1 and 8 to the consolidated financial statements, the carrying value of the Company’s Regulatory Authorizations is $34.549 billion as of December 31, 2025, which includes spectrum assets. During the third quarter of 2025, management, assisted by a third party, performed a quantitative assessment using a market approach to determine fair value using benchmarks based on market transactions, including spectrum auctions and secondary market transactions. The benchmark values were then adjusted to account for the specific spectrum holdings of the Company. Through this assessment, the Company concluded for certain spectrum assets that the fair value was less than the carrying amount and as a result, the Company partially impaired certain spectrum assets, resulting in non-cash impairment charges of $5.334 billion.
We identified the evaluation of the impairment of certain spectrum assets as a critical audit matter. A high degree of audit effort, including specialized skills and knowledge, and complex judgment was involved in performing procedures over the benchmark values used to estimate the fair value of certain spectrum assets. Minor changes in these assumptions could have had a significant effect on the measurement of the fair value of certain spectrum assets and the impairment assessment.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s determination of the fair value of the spectrum assets, including controls over the selection and development of benchmark values used in the valuation analysis. We involved valuation professionals with specialized skill and knowledge, who assisted in evaluating management’s fair value methodology for certain spectrum assets and the selected benchmark values for certain spectrum assets by comparing to independently sourced transaction data and auction results.
​
​

/s/ KPMG LLP
​
We have served as the Company’s auditor since 2002.
Denver, Colorado
March 2, 2026
​

F-4

Table of Contents

ECHOSTAR CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share amounts)
​

​

​

​

​

​

​

​
​
As of December 31,

​
  ​ ​ ​
2025
  ​ ​ ​
2024

Assets
​
​
​
​
​
​

Current Assets:
​
​
​
​
​
​

Cash and cash equivalents
​
$
1,883,074
​
$
4,305,393

Current restricted cash, cash equivalents and marketable investment securities
​
​
175,838
​
​
150,898

Marketable investment securities
​
​
1,100,891
​
​
1,242,036

Trade accounts receivable, net of allowance for credit losses of $ 79,590 and $ 82,628 , respectively
​
​
1,273,849
​
​
1,198,731

Inventory
​
​
380,647
​
​
455,197

Prepaids and other assets
​
​
284,194
​
​
655,233

Other current assets
​
​
34,678
​
​
88,255

Total current assets
​
​
5,133,171
​
​
8,095,743

​
​
​
​
​
​
​

Noncurrent Assets:
​
​
​
​
​
​

Restricted cash, cash equivalents and marketable investment securities
​
​
176,203
​
​
169,627

Property and equipment, net
​
​
2,243,515
​
​
9,187,132

Regulatory authorizations, net
​
​
34,548,952
​
​
39,442,166

Other investments, net
​
​
194,046
​
​
202,327

Operating lease assets
​
​
214,549
​
​
3,260,768

Intangible assets, net
​
​
54,413
​
​
74,939

Other noncurrent assets, net
​
​
451,506
​
​
505,985

Total noncurrent assets
​
​
37,883,184
​
​
52,842,944

Total assets
​
$
43,016,355
​
$
60,938,687

​
​
​
​
​
​
​

Liabilities and Stockholders’ Equity (Deficit)
​
​
​
​
​
​

Current Liabilities:
​
​
​
​
​
​

Trade accounts payable
​
$
541,706
​
$
740,984

Deferred revenue and other
​
​
639,173
​
​
650,940

Accrued programming
​
​
1,224,222
​
​
1,339,072

Accrued interest
​
​
309,462
​
​
352,499

Other accrued expenses and liabilities
​
​
2,327,587
​
​
1,804,516

Current portion of debt, finance lease and other obligations (Note 10)
​
​
7,321,269
​
​
943,029

Total current liabilities
​
​
12,363,419
​
​
5,831,040

​
​
​
​
​
​
​

Long-Term Obligations, Net of Current Portion:
​
​
​
​
​
​

Long-term debt, finance lease and other obligations, net of current portion (Note 10)
​
​
18,658,602
​
​
25,660,288

Deferred tax liabilities, net
​
​
598,590
​
​
4,988,653

Operating lease liabilities
​
​
4,137,269
​
​
3,211,407

Long-term deferred revenue and other long-term liabilities
​
​
1,446,477
​
​
1,002,074

Total long-term obligations, net of current portion
​
​
24,840,938
​
​
34,862,422

Total liabilities
​
​
37,204,357
​
​
40,693,462

​
​
​
​
​
​
​

Commitments and Contingencies (Note 15)
​
​
​
​
​
​

​
​
​
​
​
​
​

Stockholders’ Equity (Deficit):
​
​
​
​
​
​

Class A common stock, $ 0.001 par value, 1,600,000,000 shares authorized, 159,266,457 and 155,048,676 shares issued, 157,477,437 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
​
​
8,875,937
​
​
8,768,360

Accumulated other comprehensive income (loss)
​
​
( 183,188 )
​
​
( 195,711 )

Accumulated earnings (deficit)
​
​
( 2,878,743 )
​
​
11,618,437

Treasury stock, at cost, 1,789,020 shares
​
​
( 48,512 )
​
​
—

Total EchoStar stockholders’ equity (deficit)
​
​
5,765,784
​
​
20,191,372

Noncontrolling interests
​
​
46,214
​
​
53,853

Total stockholders’ equity (deficit)
​
​
5,811,998
​
​
20,245,225

Total liabilities and stockholders’ equity (deficit)
​
$
43,016,355
​
$
60,938,687

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

F-5

Table of Contents

ECHOSTAR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Dollars in thousands, except per share amounts)
​

​

​

​

​

​

​

​

​

​

​
​
For the Years Ended December 31,

​
  ​ ​ ​
2025
  ​ ​ ​
2024
​
2023

Revenue:
​
​
​
​
​
​
​
​
​

Service revenue
​
$
14,023,730
​
$
14,956,126
​
$
16,145,763

Equipment sales and other revenue
​
​
981,259
​
​
869,390
​
​
869,835

Total revenue
​
​
15,004,989
​
​
15,825,516
​
​
17,015,598

​
​
​
​
​
​
​
​
​
​

Costs and Expenses (exclusive of depreciation and amortization):
​
​
​
​
​
​
​
​
​

Cost of services
​
​
9,445,223
​
​
10,135,622
​
​
9,510,427

Cost of sales - equipment and other
​
​
1,685,099
​
​
1,636,955
​
​
2,434,904

Selling, general and administrative expenses
​
​
2,380,253
​
​
2,426,816
​
​
2,989,154

Depreciation and amortization
​
​
1,585,549
​
​
1,930,193
​
​
1,597,923

Impairments and other (Note 1)
​
​
17,632,011
​
​
—
​
​
761,099

Total costs and expenses
​
​
32,728,135
​
​
16,129,586
​
​
17,293,507

​
​
​
​
​
​
​
​
​
​

Operating income (loss)
​
​
( 17,723,146 )
​
​
( 304,070 )
​
​
( 277,909 )

​
​
​
​
​
​
​
​
​
​

Other Income (Expense):
​
​
​
​
​
​
​
​
​

Interest income
​
​
228,733
​
​
116,625
​
​
207,374

Interest expense, net of amounts capitalized (Note 2)
​
​
( 1,521,713 )
​
​
( 481,622 )
​
​
( 90,357 )

Other, net (Note 6)
​
​
122,812
​
​
593,497
​
​
( 1,770,792 )

Total other income (expense)
​
​
( 1,170,168 )
​
​
228,500
​
​
( 1,653,775 )

​
​
​
​
​
​
​
​
​
​

Income (loss) before income taxes
​
​
( 18,893,314 )
​
​
( 75,570 )
​
​
( 1,931,684 )

Income tax (provision) benefit, net
​
​
4,386,375
​
​
( 48,945 )
​
​
296,860

Net income (loss)
​
​
( 14,506,939 )
​
​
( 124,515 )
​
​
( 1,634,824 )

Less: Net income (loss) attributable to noncontrolling interests, net of tax
​
​
( 9,759 )
​
​
( 4,969 )
​
​
67,233

Net income (loss) attributable to EchoStar
​
$
( 14,497,180 )
​
$
( 119,546 )
​
$
( 1,702,057 )

​
​
​
​
​
​
​
​
​
​

Weighted-average common shares outstanding - Class A and B common stock:
​
​
​
​
​
​
​
​
​

Basic
​
​
287,589
​
​
274,079
​
​
270,842

Diluted
​
​
287,589
​
​
274,079
​
​
270,842

​
​
​
​
​
​
​
​
​
​

Earnings per share - Class A and B common stock:
​
​
​
​
​
​
​
​
​

Basic net income (loss) per share attributable to EchoStar
​
$
( 50.41 )
​
$
( 0.44 )
​
$
( 6.28 )

Diluted net income (loss) per share attributable to EchoStar
​
$
( 50.41 )
​
$
( 0.44 )
​
$
( 6.28 )

​
​
​
​
​
​
​
​
​
​

Comprehensive Income (Loss):
​
​
​
​
​
​
​
​
​

Net income (loss)
​
$
( 14,506,939 )
​
$
( 124,515 )
​
$
( 1,634,824 )

Other comprehensive income (loss):
​
​
​
​
​
​
​
​
​

Foreign currency translation adjustments
​
​
14,040
​
​
( 43,525 )
​
​
19,129

Unrealized holding gains (losses) on available-for-sale debt securities
​
​
( 78 )
​
​
1,549
​
​
( 306 )

Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss)
​
​
930
​
​
( 1,539 )
​
​
550

Deferred income tax (expense) benefit, net
​
​
( 249 )
​
​
565
​
​
( 512 )

Total other comprehensive income (loss), net of tax
​
​
14,643
​
​
( 42,950 )
​
​
18,861

Comprehensive income (loss)
​
​
( 14,492,296 )
​
​
( 167,465 )
​
​
( 1,615,963 )

Less: Comprehensive income (loss) attributable to noncontrolling interests, net of tax
​
​
( 7,639 )
​
​
( 12,264 )
​
​
70,883

Comprehensive income (loss) attributable to EchoStar
​
$
( 14,484,657 )
​
$
( 155,201 )
​
$
( 1,686,846 )

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

F-6

Table of Contents

​
ECHOSTAR CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(In thousands)
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
 
​
​
​
​
Accumulated
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

​
​
Class A and B
​
Additional
​
Other 
​
Accumulated
​
​
 
​
​
​
​
​
​
​
Redeemable

​
​
Common
​
Paid-In
​
Comprehensive
​
Earnings
​
Treasury
​
Noncontrolling
​
​
​
​
Noncontrolling

​
  ​ ​ ​
Stock
  ​ ​ ​
Capital
  ​ ​ ​
Income (Loss)
  ​ ​ ​
(Deficit)
  ​ ​ ​
Stock
  ​ ​ ​
Interests
  ​ ​ ​
Total
​
Interests

Balance, December 31, 2022
​
$
269
​
$
8,222,599
​
$
( 175,267 )
​
$
13,440,040
​
$
—
​
$
98,192
​
$
21,585,833
​
$
464,359

Issuance of Class A common stock
​
​
2
​
​
30,697
​
​
—
​
​
—
​
​
—
​
​
—
​
​
30,699
​
​
—

Non-cash, stock-based compensation
​
​
—
​
​
51,514
​
​
—
​
​
—
​
​
—
​
​
—
​
​
51,514
​
​
—

Other comprehensive income (loss), net of tax
​
​
—
​
​
—
​
​
15,211
​
​
—
​
​
—
​
​
3,650
​
​
18,861
​
​
—

Purchase of Northstar Manager, LLC's ownership interest in Northstar Spectrum
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—
​
​
( 109,432 )

Deconsolidation of Hughes Systique Corporation
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—
​
​
( 15,448 )
​
​
( 15,448 )
​
​
—

Other, net
​
​
—
​
​
( 2,831 )
​
​
—
​
​
—
​
​
—
​
​
( 439 )
​
​
( 3,270 )
​
​
—

Net income (loss) attributable to noncontrolling interests
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—
​
​
( 16,222 )
​
​
( 16,222 )
​
​
83,455

Net income (loss) attributable to EchoStar
​
​
—
​
​
—
​
​
—
​
​
( 1,702,057 )
​
​
—
​
​
—
​
​
( 1,702,057 )
​
​
—

Balance, December 31, 2023
​
$
271
​
$
8,301,979
​
$
( 160,056 )
​
$
11,737,983
​
$
—
​
$
69,733
​
$
19,949,910
​
$
438,382

Issuance of Class A common stock
​
​
1
​
​
4,191
​
​
—
​
​
—
​
​
—
​
​
—
​
​
4,192
​
​
—

Proceeds from issuance of PIPE shares
​
​
14
​
​
399,986
​
​
—
​
​
—
​
​
—
​
​
—
​
​
400,000
​
​
—

Non-cash, stock-based compensation
​
​
—
​
​
36,383
​
​
—
​
​
—
​
​
—
​
​
—
​
​
36,383
​
​
—

Other comprehensive income (loss), net of tax
​
​
—
​
​
—
​
​
( 35,655 )
​
​
—
​
​
—
​
​
( 7,295 )
​
​
( 42,950 )
​
​
—

Purchase of SNR Management's ownership interest in SNR HoldCo
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—
​
​
( 441,998 )

Sale of Assets to CONX, net of deferred taxes of $ 788
​
​
—
​
​
2,587
​
​
—
​
​
—
​
​
—
​
​
—
​
​
2,587
​
​
—

Release of valuation allowance
​
​
—
​
​
23,234
​
​
—
​
​
—
​
​
—
​
​
—
​
​
23,234
​
​
—

Net income (loss) attributable to noncontrolling interests
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—
​
​
( 8,585 )
​
​
( 8,585 )
​
​
3,616

Net income (loss) attributable to EchoStar
​
​
—
​
​
—
​
​
—
​
​
( 119,546 )
​
​
—
​
​
—
​
​
( 119,546 )
​
​
—

Balance, December 31, 2024
​
$
286
​
$
8,768,360
​
$
( 195,711 )
​
$
11,618,437
​
$
—
​
$
53,853
​
$
20,245,225
​
$
—

Issuance of Class A common stock
​
​
4
​
​
66,028
​
​
—
​
​
—
​
​
—
​
​
—
​
​
66,032
​
​
—

Class A common stock repurchases, at cost
​
​
—
​
​
—
​
​
—
​
​
—
​
​
( 48,512 )
​
​
—
​
​
( 48,512 )
​
​
—

Non-cash, stock-based compensation
​
​
—
​
​
36,272
​
​
—
​
​
—
​
​
—
​
​
—
​
​
36,272
​
​
—

Other comprehensive income (loss), net of tax
​
​
—
​
​
—
​
​
12,523
​
​
—
​
​
—
​
​
2,120
​
​
14,643
​
​
—

3 7/8% Convertible Secured Notes due 2030 - converted
​
​
—
​
​
4,322
​
​
—
​
​
—
​
​
—
​
​
—
​
​
4,322
​
​
—

Net income (loss) attributable to noncontrolling interests
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—
​
​
( 9,759 )
​
​
( 9,759 )
​
​
—

Net income (loss) attributable to EchoStar
​
​
—
​
​
—
​
​
—
​
​
( 14,497,180 )
​
​
—
​
​
—
​
​
( 14,497,180 )
​
​
—

Other
​
​
—
​
​
955
​
​
—
​
​
—
​
​
—
​
​
—
​
​
955
​
​
—

Balance, December 31, 2025
​
$
290
​
$
8,875,937
​
$
( 183,188 )
​
$
( 2,878,743 )
​
$
( 48,512 )
​
$
46,214
​
$
5,811,998
​
$
—

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

F-7

Table of Contents

ECHOSTAR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
​

​

​

​

​

​

​

​

​

​

​
​
For the Years Ended December 31,

​
  ​ ​ ​
2025
  ​ ​ ​
2024
​
2023

Cash Flows From Operating Activities:
​
​
​
​
​
​
​
​
​

Net income (loss)
  ​ ​ ​
$
( 14,506,939 )
​
$
( 124,515 )
​
$
( 1,634,824 )

Adjustments to reconcile net income (loss) to net cash flows from operating activities:
​
​
​
​
​
​
​
​
​

Depreciation and amortization
​
​
1,585,549
​
​
1,930,193
​
​
1,597,923

Impairments and other (Note 1)
​
​
17,632,011
​
​
—
​
​
761,099

Realized and unrealized losses (gains) and impairments on investments and other
​
​
( 1,562 )
​
​
73,217
​
​
( 46,888 )

Realized and unrealized losses (gains) on derivatives
​
​
—
​
​
—
​
​
1,693,387

Asset sales and other losses (gains)
​
​
( 100,028 )
​
​
( 50,418 )
​
​
—

EchoStar exchange offers debt extinguishment losses (gains)
​
​
—
​
​
( 688,661 )
​
​
—

Non-cash, stock-based compensation
​
​
36,272
​
​
36,383
​
​
51,514

Interest expense paid in kind on long-term debt
​
​
95,120
​
​
30,439
​
​
—

Deferred tax expense (benefit)
​
​
( 4,412,902 )
​
​
28,281
​
​
( 337,222 )

Changes in allowance for credit losses
​
​
( 3,038 )
​
​
8,238
​
​
14,600

Change in long-term deferred revenue and other long-term liabilities
​
​
( 50,654 )
​
​
12,555
​
​
15,825

Other, net
​
​
60,359
​
​
151,299
​
​
( 10,305 )

Changes in operating assets and operating liabilities:
​
​
​
​
​
​
​
​
​

Trade accounts receivable
​
​
( 28,546 )
​
​
9,569
​
​
61,279

Prepaid and accrued income taxes
​
​
( 10,431 )
​
​
43,430
​
​
15,836

Inventory
​
​
59,368
​
​
189,648
​
​
( 37,981 )

Other operating assets and operating liabilities
​
​
7,895
​
​
( 129,046 )
​
​
95,741

Trade accounts payable
​
​
( 130,828 )
​
​
108,982
​
​
4,108

Deferred revenue and other
​
​
( 11,313 )
​
​
( 103,718 )
​
​
( 78,555 )

Accrued programming and other accrued expenses
​
​
( 319,707 )
​
​
( 273,179 )
​
​
267,110

Net cash flows from operating activities
​
​
( 99,374 )
​
​
1,252,697
​
​
2,432,647

​
​
​
​
​
​
​
​
​
​

Cash Flows From Investing Activities:
​
​
​
​
​
​
​
​
​

Purchases of marketable investment securities
​
​
( 3,069,138 )
​
​
( 1,253,543 )
​
​
( 2,407,546 )

Sales and maturities of marketable investment securities
​
​
3,228,293
​
​
573,031
​
​
3,710,544

Purchases of property and equipment (Note 8)
​
​
( 965,730 )
​
​
( 1,544,877 )
​
​
( 3,100,921 )

Refunds and other receipts of purchases of property and equipment
​
​
—
​
​
—
​
​
38,611

Capitalized interest related to regulatory authorizations (Note 2)
​
​
( 676,311 )
​
​
( 951,747 )
​
​
( 1,162,473 )

Proceeds from other debt investments
​
​
—
​
​
—
​
​
148,448

Purchases of regulatory authorizations, including deposits
​
​
—
​
​
( 1,104 )
​
​
( 2,009 )

Sale of assets to CONX
​
​
—
​
​
26,719
​
​
—

Liberty Puerto Rico asset sale
​
​
—
​
​
95,435
​
​
—

Sale of Fiber business
​
​
47,207
​
​
—
​
​
—

Other, net
​
​
31,073
​
​
7,736
​
​
( 33,386 )

Net cash flows from investing activities
​
​
( 1,404,606 )
​
​
( 3,048,350 )
​
​
( 2,808,732 )

​
​
​
​
​
​
​
​
​
​

Cash Flows From Financing Activities:
​
​
​
​
​
​
​
​
​

Repayment of debt, finance lease and other obligations
​
​
( 70,063 )
​
​
( 108,961 )
​
​
( 121,981 )

Redemption and repurchases of debt (Note 10)
​
​
( 974,037 )
​
​
( 2,933,714 )
​
​
( 1,643,469 )

Proceeds from issuance of debt (Note 10)
​
​
150,000
​
​
7,886,000
​
​
1,500,000

Debt issuance costs and debt (discount) premium
​
​
( 946 )
​
​
( 316,789 )
​
​
21,635

Proceeds from issuance of PIPE shares
​
​
—
​
​
400,000
​
​
—

Early debt redemption gains (losses)
​
​
11,465
​
​
—
​
​
73,024

Class A common stock repurchases
​
​
( 48,512 )
​
​
—
​
​
—

Net proceeds from Class A common stock options exercised and stock issued under the Employee Stock Purchase Plan
​
​
49,199
​
​
4,192
​
​
10,598

Purchase of SNR Management's ownership interest in SNR HoldCo
​
​
—
​
​
( 441,998 )
​
​
—

Purchase of Northstar Manager, LLC's ownership interest in Northstar Spectrum
​
​
—
​
​
—
​
​
( 109,432 )

Other, net
​
​
( 27,419 )
​
​
( 5,153 )
​
​
( 7,496 )

Net cash flows from financing activities
​
​
( 910,313 )
​
​
4,483,577
​
​
( 277,121 )

​
​
​
​
​
​
​
​
​
​

Effect of exchange rates on cash and cash equivalents
​
​
2,644
​
​
( 5,721 )
​
​
3,004

​
​
​
​
​
​
​
​
​
​

Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents
​
​
( 2,411,649 )
​
​
2,682,203
​
​
( 650,202 )

Cash, cash equivalents, restricted cash and cash equivalents, beginning of period (Note 6)
​
​
4,593,804
​
​
1,911,601
​
​
2,561,803

Cash, cash equivalents, restricted cash and cash equivalents, end of period (Note 6)
​
$
2,182,155
​
$
4,593,804
​
​
1,911,601

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

F-8

Table of Contents
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Business Activities
​
Principal Business
​
EchoStar Corporation is a premier provider of technology, networking services, television entertainment and connectivity, offering consumer, enterprise, operator and government solutions worldwide under its EchoStar®, Boost Mobile®, Sling TV   ®, DISH® TV, Hughes®, HughesNet®, HughesON™ and JUPITER™ brands. EchoStar Corporation is a holding company that was organized in October 2007 as a corporation under the laws of the State of Nevada. Its subsidiaries (which together with EchoStar Corporation are referred to as “EchoStar,” the “Company,” “we,” “us” and/or “our,” unless otherwise required by the context) currently operate four primary business segments.
​
Recent Developments
​
FCC Review
​
In the third quarter of 2025, we resolved the review by the Federal Communications Commission (the “FCC”) into EchoStar’s compliance with its build-out milestones and other obligations regarding EchoStar’s federal spectrum licenses. We had previously received a letter from the FCC on May 9, 2025, indicating that the FCC was beginning a review of our compliance with certain obligations to provide 5G broadband service and raising certain questions regarding the September 2024 build-out extension granted by the FCC and mobile-satellite service (“MSS”) utilization in the 2 GHz band (the “May 9 Letter”). We responded to the FCC’s subsequent public notices with filings on May 27, 2025 and June 6, 2025.
​
During the second quarter and the beginning of the third quarter of 2025, the potential ramifications of the FCC review to our business required us to, among other things, reevaluate the deployment of our resources and as a result, we elected not to make interest payments on a certain portion of our long-term senior notes on their respective scheduled due dates. We subsequently made such payments, including interest on the defaulted interest, within the applicable 30 -day grace periods. See Note 10 for further information.
​
The FCC review introduced the possibility of reversing prior FCC grants of authority to us. The FCC made it clear that it viewed our spectrum as being underutilized and deemed our continued ownership of such spectrum licenses inconsistent with the public interest, and that we must sell a material amount of spectrum licenses or face a wide-ranging license revocation. Accordingly, as a result of these unforeseeable actions by the FCC that were outside of our control, we entered into the AT&T Transactions and SpaceX Transactions, as defined below, whereby we agreed to sell a material amount of our spectrum licenses for cash and an Amended Equity Amount, as defined below. In August 2025, following these transactions, we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in our Hybrid MNO business, as defined in “ Segments-Wireless ” below. Furthermore, we believe the FCC’s actions and the resulting AT&T Transactions and SpaceX Transactions constitute one or more force majeure events under certain of our 5G Network-related contracts.
​
On September 8, 2025, we received a follow-up letter from the FCC (the “September 8 Letter”). The September 8 Letter states, among other things, that FCC Chairman Carr has “asked FCC staff to bring the agency’s investigation to conclusion” by directing FCC staff to: “(1) dismiss VTel Wireless’s petition for reconsideration; (2) confirm that EchoStar holds exclusive terrestrial and MSS rights over the AWS-4 spectrum to which it is currently licensed; and (3) find that relevant FCC buildout and other related obligations have been satisfied by EchoStar in view of the company’s current FCC milestones.”
​

F-9
​

Table of Contents
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

​
AT&T License Purchase Agreement
​
On August 25, 2025, we and AT&T Mobility II LLC, a Delaware limited liability company, and subsidiary of AT&T Inc. (“AT&T”) entered into a License Purchase Agreement (the “AT&T License Purchase Agreement,” and the transactions contemplated thereby, the “AT&T Transactions”).
​
Pursuant to the terms and subject to the conditions set forth in the AT&T License Purchase Agreement, we have agreed to sell all our 3.45–3.55 GHz and 600 MHz spectrum licenses, including licenses exchanged as part of the Omega License Purchase Agreement, as defined and detailed in Note 15, (collectively, the “3.45 GHz and 600 MHz Licenses”), and to a 99 -year extension of existing leases for AT&T’s exclusive use of certain wireless spectrum licenses in Hawaii for an aggregate purchase price of $ 22.650 billion in cash, subject to certain potential adjustments (the “Closing Purchase Price”). The AT&T License Purchase Agreement also extends to AT&T the right to lease certain 3.45 GHz licenses from us, which AT&T exercised, subject to a short-term spectrum manager lease, at the end of the third quarter of 2025.
​
The Closing Purchase Price is subject to downward adjustment in the event certain 3.45 GHz and 600 MHz Licenses are ultimately excluded by either us or AT&T under certain circumstances. We are not obligated to consummate the AT&T Transactions if the Closing Purchase Price, after giving effect to the aggregate amount of any such adjustments, is less than $ 18.6 billion (the “Minimum Purchase Price”). However, if the aggregate amount of such reductions would otherwise reduce the Closing Purchase Price below the Minimum Purchase Price, AT&T may elect to pay the Minimum Purchase Price at closing, in which case this condition will be deemed satisfied.
​
The AT&T License Purchase Agreement provides that, at the closing of the AT&T Transactions, any amounts outstanding under that certain Loan and Security Agreement, dated November 26, 2021, between DISH DBS as lender and DISH Network will be repaid in full using proceeds from the AT&T Transactions to the respective holders of the DISH 2021 Intercompany Loan (the “DISH 2021 Intercompany Loan Payoff”). The DISH 2021 Intercompany Loan Payoff includes $ 2.844 billion due to DISH DBS as of December 31, 2025 for the DISH 2021 Intercompany Loan 2028 Tranche. The DISH 2021 Intercompany Loan is secured by the 3.45 GHz Licenses and certain other wireless spectrum licenses. See Note 10 for definitions and further information.
​
In addition, all outstanding 11 3/4% Senior Secured Notes due November 15, 2027 issued pursuant to that certain Secured Indenture, dated November 15, 2022 (“DISH Secured Indenture”), by and among DISH Network Corporation, the Guarantors identified therein, and U.S. Bank Trust Company, National Association, as trustee and collateral agent, will be redeemed concurrently with the closing in accordance with the terms of the DISH Secured Indenture (the “Redemption”). As of December 31, 2025, the aggregate principal amount outstanding of our 11 3/4% Senior Secured Notes due November 15, 2027 was $ 3.5 billion and is secured by the 600 MHz Licenses.
​
The AT&T Transactions are subject to a number of terms and conditions set forth in the AT&T License Purchase Agreement. The completion of the AT&T Transactions are subject to the satisfaction or waiver of customary closing conditions, including, but not limited to, certain government approvals, including, among other things, receipt of certain consents and approvals from the FCC and the United States Department of Justice (the “DOJ”). The AT&T License Purchase Agreement also provides for specified termination rights by each party in certain circumstances. The closing is expected to occur in the first half of 2026.
​
The description of the AT&T License Purchase Agreement is not complete and is qualified in its entirety by reference to the License Purchase Agreement filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
​

F-10

Table of Contents
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

​
Amendments to the Network Services Agreement
​
Simultaneously with the execution of the AT&T License Purchase Agreement, DISH Wireless L.L.C., our subsidiary and AT&T Mobility LLC, a subsidiary of AT&T, entered into the Fifth Amendment (the “Fifth Amendment”) and the Sixth Amendment (the “Sixth Amendment”) to the Network Services Agreement dated as of July 14, 2021 by and among DISH Wireless L.L.C. and AT&T Mobility LLC (as amended, the “NSA”).
​
The Sixth Amendment sets forth new terms including reduced rates if we meet certain minimum data thresholds while transitioning to a Hybrid MNO. Under a Hybrid MNO, we operate certain portions of the network infrastructure such as the network core and billing and provisioning software, while our network partner, AT&T, provides certain elements including base stations, radios, radio access network (RAN) software and spectrum frequencies. We were not obligated to transition to a Hybrid MNO or meet the specified data thresholds, but were not entitled to the terms of the Sixth Amendment unless we met such thresholds. In the fourth quarter of 2025, we gave notice to AT&T that we had met such thresholds, triggering the Sixth Amendment rates and AT&T agreed to provide these services to us through December 31, 2031.
​
During the term of the Sixth Amendment, we have the option to extend the Sixth Amendment up to two times for additional extension terms of 2 -years each, until either December 31, 2033 or December 31, 2035 (each an “Extension Term”). The Fifth and Sixth Amendments, in addition to any Extension Term we exercise, also contain certain minimum purchase commitments.
​
SpaceX License Purchase Agreement
​
On September 7, 2025, we, Space Exploration Technologies Corp., a Texas corporation (“SpaceX”), and Spectrum Business Trust 2025-1, a Nevada Business Trust (“Trust”), entered into a License Purchase Agreement (the “SpaceX License Purchase Agreement,” and the transactions contemplated thereby, the “Initial SpaceX Transactions”).
​
Pursuant to the terms and subject to the conditions set forth in the SpaceX License Purchase Agreement, we agreed to sell to SpaceX our rights and licenses related to an aggregate of 50 MHz of spectrum in frequency ranges 2000–2020, 2180–2200, 1915–1920 and 1995– 2000 (the “ AWS-4 and H-Block Licenses” and such spectrum, “the Spectrum”) granted by the FCC, together with certain international authorizations, filings, concessions, licenses, rights and priorities related to that spectrum and certain assets associated therewith (collectively, the “Foreign Assets”).
​
The transfer of the AWS-4 and H-Block Licenses will occur in two steps: first, the AWS-4 and H-Block Licenses will be 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.
​

F-11

Table of Contents
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

​
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”). 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 (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 December 31, 2025, the aggregate principal amount outstanding of the Seller Notes was $ 9.821 billion and is secured by the AWS-4 and AWS-3 Licenses.
​
The Spectrum Transfer Closing is expected to occur in the first half of 2026. 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.
​
Additionally, 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. As of December 31, 2025, we have made approximately $ 414 million in cash interest payments on the Seller Notes, which is subject to reimbursement from SpaceX upon the Spectrum Transfer Closing.
​
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 HughesNet 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.
​
The description of the SpaceX License Purchase Agreement is not complete and is qualified in its entirety by reference to the License Purchase Agreement filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
​

F-12

Table of Contents
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

​
Amended and Restated License Purchase Agreement
​
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.
​
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. 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 (the “Amended Equity Amount”).
​
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.
​
The SpaceX Transactions are subject to a number of terms and conditions set forth in the SpaceX License Purchase Agreement. The completion of the SpaceX Transactions are subject to the satisfaction or waiver of customary closing conditions, including, among others, receipt of certain consents and approvals from the FCC and DOJ. The SpaceX License Purchase Agreement also provides for specified termination rights.
​
The foregoing description of the Amended and Restated SpaceX License Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated SpaceX License Purchase Agreement, filed as an exhibit to this Annual Report on Form 10-K.
​
Future Capital Requirements
​
The consolidated financial statements have been prepared in accordance with generally accepted accounting principles on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
​
Our cash and cash equivalents and marketable investment securities totaled $ 2.984 billion as of December 31, 2025 (“Cash on Hand”). As reflected in the consolidated financial statements as of December 31, 2025, we have $ 2.0 billion of debt maturing in July 2026, $ 1.377 billion of debt maturing in August 2026 and $ 2.750 billion of debt maturing in December 2026. In addition, the re-auction of certain AWS-3 licenses previously awarded to Northstar Wireless and SNR Wireless has been designated as Auction 113 and the FCC is required to initiate Auction 113 by June 23, 2026. We cannot predict with any degree of certainty the outcome of Auction 113, however, we may be required to make a maximum payment up to approximately $ 2.921 billion for the Northstar Re-Auction Payment and SNR Re-Auction Payment. See Note 15 for definitions and further information.
​

F-13

Table of Contents
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

​
As detailed above, upon the closing of the AT&T Transactions, subject to certain conditions and adjustments, we will receive $ 22.650 billion in cash and upon the closing of the SpaceX Transactions, subject to certain conditions, we will receive approximately $ 22 billion in consideration which includes $ 20 billion upon the Spectrum Acquisition Closing in a combination of cash and the Amended Equity Amount (as defined above in “ SpaceX Transactions ”), and payments for the Interim Debt Service of approximately $ 2 billion effective with the Spectrum Transfer Closing. These transactions also contemplate the repayment of certain of our debt as described above in “ AT&T Transactions ” and “ SpaceX Transactions, ” respectively. However, until the closing of these transactions, which are subject to receipt of government approvals and other customary conditions, funding is not deemed committed and because we do not currently have the necessary Cash on Hand and/or projected future cash flows or committed financing to fund our obligations for at least twelve months from the issuance of these consolidated financial statements, substantial doubt exists about our ability to continue as a going concern.
​
We cannot provide assurances that the AT&T Transactions and SpaceX Transactions will be approved and consummated on the predicted timeline or at all.
​
The consolidated financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we not continue as a going concern.
​
Impairments and Other
​
For Accounting Policies see Note 2.
​
Impairment of Indefinite-Lived Intangible Assets
​
During the third quarter of 2025, as a result of the AT&T Transactions and SpaceX Transactions, we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in our Hybrid MNO business resulting in a significant adverse change in the intended use of such assets. These developments were considered triggering events and resulted in an impairment assessment of our Other segment spectrum licenses and certain international licenses related to our Broadband and Satellite Services segment. Historically, we determined that substantially all of our spectrum assets were acquired to construct a single asset and as such were treated as one unit of accounting for impairment testing, for both our Other segment and our Broadband and Satellite Services segment, with each segment tested independently. However, as certain bands of our Other segment spectrum licenses are being or could be sold independent of our other holdings, each band of spectrum licenses (each a “Spectrum Asset”) is now considered a separate unit of accounting. Accordingly, the carrying value of each Spectrum Asset, which consists of the original purchase price plus capitalized interest, was tested for impairment individually.
​
During the third quarter of 2025, management performed a quantitative assessment to determine whether the fair value of each Spectrum Asset exceeded its respective carrying amount. The quantitative assessment consisted of a market approach performed by a third-party and reviewed by management using benchmarks, based on market transactions, which may include spectrum auctions and secondary market transactions, either through acquisitions of spectrum or of businesses for which spectrum values can be reliably inferred. The benchmark values were then adjusted to account for our specific spectrum holdings. Through this assessment, we concluded for certain bands of spectrum we control that the fair value was less than the carrying amount, which is inclusive of cumulative capitalized interest. This conclusion was made in connection with the preparation and review of the financial statements in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. As a result, we partially impaired certain Spectrum Assets related to our Other segment, and certain international licenses related to our Broadband and Satellite Services segment, resulting in non-cash impairment charges during the year ended December 31, 2025 recorded in “Impairments and other” on our Consolidated Statements of Operations and Comprehensive Income (Loss).
​

F-14

Table of Contents
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

​
During the fourth quarter, we performed our annual impairment assessment of our indefinite-lived Broadband and Satellite Services segment licenses. We combine all of our indefinite-lived Broadband and Satellite Services segment licenses that we currently utilize or plan to utilize in the future into one unit of accounting for impairment testing (the “BSS Licenses”).
​
Management performed a quantitative assessment to determine whether the fair value of the BSS Licenses exceeded their aggregate carrying amount. The quantitative assessment consisted of an income approach, using a discounted cash flow model based upon several factors, including the discount rate, tax attributes and operating margins, which are all level 3 attributes within the fair value hierarchy. Through this assessment, we concluded that the fair value was less than the carrying amount. As a result, we fully impaired the BSS Licenses, resulting in a non-cash impairment charge of $ 400 million during the year ended December 31, 2025 recorded in “Impairments and other” on our Consolidated Statements of Operations and Comprehensive Income (Loss).
​
Impairment of Long-Lived Assets
​
During the third quarter of 2025, as a result of the AT&T Transactions and SpaceX Transactions, we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in our Hybrid MNO business resulting in a significant adverse change in the intended use of such assets. These developments were considered triggering events and resulted in our review for impairment of certain assets or asset groups, including the capitalized costs of our right of use (“ROU”) lease assets associated with the 5G Network, 5G Network equipment and other assets such as software and capitalized asset retirement costs, that will not be utilized in our Hybrid MNO business and certain international assets . Management determined based on our undiscounted future net cash flows that the carrying amount of certain assets, individually or as part of an asset group were not recoverable. This conclusion was made in connection with the preparation and review of the financial statements in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. Management determined the fair value of certain assets or asset groups using the market approach. Due to the specialized use and company specific nature of each asset or asset group, management determined the fair values to be nominal, resulting in non-cash impairment charges during the year ended December 31, 2025 recorded in “Impairments and other” on our Consolidated Statements of Operations and Comprehensive Income (Loss).
​
The BSS Licenses, as defined above, are used in conjunction with an asset group comprised of the Broadband and Satellite Services segment satellite fleet, ROU lease assets and certain other long-lived and finite-lived intangible assets, (the “BSS Asset Group”). As a result, the impairment of the BSS Licenses was considered a triggering event and resulted in our review of the BSS Asset Group for impairment. Management determined, using undiscounted future net cash flows, that the carrying amount of the BSS Asset Group is not recoverable. Management determined fair value of the BSS Asset Group using the income approach, utilizing the discounted cash flows of the BSS Asset Group, based upon several factors, including the discount rate, tax attributes and operating margins, which are all level 3 attributes within the fair value hierarchy. We concluded the carrying amount exceeded the fair value and we partially impaired the BSS Asset group, resulting in non-cash impairment charge of $ 845 million during the year ended December 31, 2025 recorded in “Impairments and other” on our Consolidated Statements of Operations and Comprehensive Income (Loss), which was allocated ratably to the various assets based on the carrying value of the assets.
​
​

F-15

Table of Contents
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

​
“Impairments and other” recorded on our Consolidated Statements of Operations and Comprehensive Income (Loss) during the years ended December 31, 2025, 2024 and 2023 consisted of the following:
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Pay-TV
​
Wireless
​
Broadband and Satellite Services
​
Other
​
Total

​
​
(In thousands)

For the Year Ended December 31, 2025
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Prepaids and other (1)
​
$
—
​
$
—
​
$
5,211
​
$
393,211
​
$
398,422

Regulatory authorizations
​
​
—
​
​
—
​
​
450,306
​
​
5,334,473
​
​
5,784,779

Property and equipment, net
​
​
—
​
​
—
​
​
969,128
​
​
5,487,286
​
​
6,456,414

Operating lease assets (1)
​
​
—
​
​
—
​
​
66,591
​
​
4,191,133
​
​
4,257,724

Exit and disposal costs (2)
​
​
—
​
​
—
​
​
38,746
​
​
747,642
​
​
786,388

Goodwill
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—

(Gains) losses on costs paid or settled
​
​
—
​
​
—
​
​
—
​
​
( 51,716 )
​
​
( 51,716 )

Total impairments and other
​
$
—
​
$
—
​
$
1,529,982
​
$
16,102,029
​
$
17,632,011

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

For the Year Ended December 31, 2024
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Prepaids and other
​
$
—
​
$
—
​
$
—
​
$
—
​
$
—

Regulatory authorizations
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—

Property and equipment, net
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—

Operating lease assets
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—

Exit and disposal costs
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—

Goodwill
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—

(Gains) losses on costs paid or settled
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—

Total impairments and other
​
$
—
​
$
—
​
$
—
​
$
—
​
$
—

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

For the Year Ended December 31, 2023
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Prepaids and other
​
$
—
​
$
—
​
$
—
​
$
—
​
$
—

Regulatory authorizations
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—

Property and equipment, net
​
​
—
​
​
—
​
​
3,591
​
​
—
​
​
3,591

Operating lease assets
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—

Exit and disposal costs
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—

Goodwill
​
​
6,457
​
​
98,657
​
​
532,491
​
​
119,903
​
​
757,508

(Gains) losses on costs paid or settled
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—

Total impairments and other
​
$
6,457
​
$
98,657
​
$
536,082
​
$
119,903
​
$
761,099

(1) The developments discussed above resulted in, among other things, our review of communication tower lease obligations related to our 5G Network, through which we determined we will no longer take on any new communication tower leases, including those under our take or pay arrangements with certain vendors. Consequently, all future cash flows associated with certain communication tower leases not previously commenced under the take or pay arrangements were attributed to existing leases and certain lease liabilities were remeasured and during the third quarter of 2025 we recorded $ 1.284 billion as an ROU asset and liability on our Consolidated Balance Sheets, and the ROU assets associated with such remeasured leases were impaired in the same period. As a result, a one-time charge for variable lease payment expense resulting from this remeasurement event of $ 457 million, which is included in “Prepaids and other,” and “ Operating lease assets” related to our 5G Network was recorded in "Impairments and other" on our Consolidated Statements of Operations and Comprehensive Income (Loss).
(2) Exit and disposal costs include, among other things, one-time employee termination benefits, costs to terminate contracts that are not a lease and other exit and disposal costs.
​

F-16

Table of Contents
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

​
The following table presents the activity relating to our exit and disposal costs, included in “Other accrued expenses and liabilities” and “Long-term deferred revenue and other long-term liabilities” on our Consolidated Balance Sheets:
​
​

​

​

​

​

​

​

​

​

​

​
​
One-Time Employee Termination Benefits
​
Contract Termination Costs
​
Total

​
​
(In thousands)

Balance, July 1, 2025
​
$
—
​
$
—
​
$
—

Costs incurred and charged to expense (1)
​
​
14,192
​
​
792,428
​
​
806,620

Costs paid or settled
​
​
( 4,234 )
​
​
( 6,489 )
​
​
( 10,723 )

Other adjustments (2)
​
​
—
​
​
48,402
​
​
48,402

Accretion
​
​
—
​
​
4,475
​
​
4,475

Balance, September 30, 2025
​
$
9,958
​
$
838,816
​
$
848,774

Costs incurred and charged to expense (1)
​
​
2,408
​
​
—
​
​
2,408

(Gains) losses on costs paid or settled (1)
​
​
—
​
​
( 22,640 )
​
​
( 22,640 )

Costs paid or settled
​
​
( 12,366 )
​
​
( 68,268 )
​
​
( 80,634 )

Accretion
​
​
—
​
​
11,511
​
​
11,511

Balance, December 31, 2025
​
$
—
​
$
759,419
​
$
759,419

(1) During the year ended December 31, 2025, we recorded $ 786 million of total exit and disposal costs included in “Impairments and other” on our Consolidated Statements of Operations and Comprehensive Income (Loss).
(2) Primarily includes amounts for contracts previously accrued that are included in our exit and disposal costs as a result of the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in our Hybrid MNO business, as discussed above.
​
As of December 31, 2025, cumulative costs incurred and charged to expense were $ 809 million.
​
Segments
​
Historically, we reported three primary business segments: (1) Pay-TV; (2) Wireless; and (3) Broadband and Satellite Services.
​
We were operating our Wireless segment primarily as an MVNO and secondarily as an MNO, each defined below, as we continued to commercialize our wireless spectrum licenses through the completion of the nation’s first cloud-native, Open Radio Access Network (“O-RAN”) based 5G VoNR and broadband network (our “5G Network”) and grow customer traffic on our 5G Network. As a mobile virtual network operator (“MVNO”), we depended on either T-Mobile or AT&T to provide us with network services under the amended Master Network Services Agreement (as amended, the “MNSA”) and Network Services Agreement (as amended, the “NSA”), respectively. We had commenced our transition to a mobile network operator (“MNO”) as our 5G Network became commercially available and we grew our customer base on our 5G Network.
​
As a result of the unforeseeable actions by the FCC, as detailed above in “ Recent Developments – FCC Review, ” we entered into the AT&T Transactions and SpaceX Transactions, whereby we agreed to sell a material amount of our spectrum licenses. In August 2025, following these transactions, we terminated our deployment of our 5G Network, after meeting certain interim and final build-out requirements established by the FCC, and we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in the Hybrid MNO business.
​
To align with management’s view of the business, we separated the historical Wireless segment into two segments, the “Wireless” segment and the “Other” segment.
​
We currently operate four primary business segments: (1) Pay-TV; (2) Wireless; (3) Broadband and Satellite Services; and (4) Other.
​

F-17

Table of Contents
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

​
Pay-TV
​
We offer pay-TV services under the DISH® brand and the SLING® brand (collectively “Pay-TV” services). The DISH branded pay-TV service consists of, among other things, FCC licenses authorizing us to use direct broadcast satellite (“DBS”) and Fixed Satellite Service (“FSS”) spectrum, our owned and leased satellites, receiver systems, broadcast operations, a leased fiber optic network, in-home service and call center operations and certain other assets utilized in our operations (“DISH TV”). We also design, develop and distribute receiver systems and provide digital broadcast operations, including satellite uplinking/downlinking, transmission and other services to third-party pay-TV providers. The SLING branded pay-TV services consist of, among other things, multichannel, live-linear and on-demand streaming over-the-top (“OTT”) Internet-based domestic, international, Latino and Freestream video programming services (“SLING TV”). As of December 31, 2025, we had 6.998 million Pay-TV subscribers in the United States, including 5.022 million DISH TV subscribers and 1.976 million SLING TV subscribers.
​
Wireless
​
Our Wireless segment provides wireless communication services (“Wireless” services) and products. We offer nationwide Wireless services to subscribers primarily under our Boost Mobile® and Gen Mobile® brands. We currently offer a broad range of premium wireless devices, including the latest generation iPhones, as well as a wide selection of Samsung, Motorola and other premium devices. As of December 31, 2025, we had 7.511 million Wireless subscribers.
​
Prior to November 15, 2025, we were operating primarily as an MVNO utilizing network services under the MNSA and the NSA and secondarily as an MNO. In light of the AT&T Transactions, we transitioned to a hybrid MNO business model under which we continue to operate our 5G Network core and utilize AT&T’s network services (“Hybrid MNO”) and secondarily as an MVNO utilizing network services under the MNSA and the NSA. We migrated all customer traffic from our 5G Network to AT&T’s network as we transitioned to a Hybrid MNO, which we completed as of November 15, 2025.
​
Broadband and Satellite Services
​
We offer broadband satellite technologies and broadband internet products and services to consumer customers. We provide broadband network technologies, managed services, equipment, hardware, satellite services and communications solutions to government and enterprise customers. We have leveraged the EchoStar XXIV satellite to deliver satellite services to unserved and underserved consumer markets in the Americas as well as enterprise, aeronautical and government markets. We also design, provide and install gateway and terminal equipment to customers for other satellite systems. In addition, we design, develop, construct and provide telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and our enterprise customers.
​
We offer a robust suite of integrated, multi-transport solutions to enable airline and airline service providers to deliver reliable in-flight network connectivity serving both commercial and business aviation. Revenue in our satellite services business depends largely on our ability to make continuous use of our available satellite capacity on behalf of existing customers and our ability to enter into commercial relationships with new customers. As of December 31, 2025, we had 739,000 Broadband subscribers.
​

F-18

Table of Contents
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

​
Other
​
Our Other segment primarily consists of our legacy 5G Network and 5G Network deployment operations that will not be utilized in the Wireless segment’s Hybrid MNO business. As a result of the unforeseeable actions by the FCC, as detailed above in “ Recent Developments – FCC Review, ” we entered into the AT&T Transactions and SpaceX Transactions, whereby we agreed to sell a material amount of our spectrum licenses. In August 2025, following these transactions, we terminated our deployment of our 5G Network, after meeting certain interim and final build-out requirements established by the FCC, and we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in the Wireless segment’s Hybrid MNO business. As of November 15, 2025, we have no customer traffic on our 5G Network.
​
We have invested a total of over $ 30 billion in wireless spectrum licenses. The $ 30 billion of investments related to wireless spectrum licenses does not include $ 10 billion of capitalized interest related to the carrying value of such licenses. See Note 2 for further information. A significant number of these licenses are included in the AT&T Transactions and SpaceX Transactions announced during the third quarter of 2025 as detailed above in “ Recent Developments .”
​
Our wireless spectrum licenses are subject to certain interim and final build-out requirements, as well as certain renewal requirements. In September 2024, the FCC conditionally granted our requests to extend the 5G deployment deadlines for certain of our wireless spectrum licenses based on several commitments and in a January 10, 2025 filing to the FCC, we certified to meeting the accelerated build-out (Commitments #2 and #3 of the Extension Request) and the nationwide 80 % coverage obligations (Commitment #1 of the Extension Request) due by December 31, 2024. Thus, pursuant to the Extension Request, the final deployment deadlines for the licenses subject to the Extension Request (listed in Appendix G) shall be extended to December 14, 2026.
​
While the FCC has not yet updated the build-out deadlines in the Universal Licensing System, the licenses remain in effect based upon the submission of our build-out certifications. In addition, the final deployment deadlines for the licenses subject to the Extension Request (listed in Appendix G) shall be further extended to June 14, 2028 since we satisfied the remaining Extension Request commitments. See Note 15 for definitions and further information . Also see above “ Recent Developments – FCC Review ” for further information on the FCC’s recently completed review of our compliance with our obligations regarding our federal spectrum licenses.
​
We will need to raise additional capital in the future if the AT&T Transactions and SpaceX Transactions are not completed, which may not be available on favorable terms or at all, to, among other things, make any potential Northstar Re-Auction Payment and SNR Re-Auction Payment for the AWS-3 licenses retained by the FCC. See Note 15 for definitions and further information .
​
2. Summary of Significant Accounting Policies
​
Principles of Consolidation and Basis of Presentation
​
The accompanying consolidated financial statements include all balances and results of operations of EchoStar and our consolidated subsidiaries and are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). We consolidate all majority owned subsidiaries, investments in entities in which we have controlling influence and variable interest entities (“VIEs”) where we have been determined to be the primary beneficiary. The portion of equity in a subsidiary not attributable, directly or indirectly, to us is recorded as noncontrolling interests or redeemable noncontrolling interests. See below for further information.
​

F-19

Table of Contents
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

​
Non-consolidated investments are accounted for using the equity method when we have the ability to significantly influence the operating decisions of the investee. When we do not have the ability to significantly influence the operating decisions of an investee, these equity securities are classified as either marketable investment securities or other investments, which will be initially recorded at cost, and based on observable market prices, will be adjusted to their fair value. We record fair value adjustments in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss). All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation.
​
Redeemable Noncontrolling Interests
​
Northstar Wireless . Northstar Wireless, L.L.C. (“Northstar Wireless”) is a wholly-owned subsidiary of Northstar Spectrum, LLC (“Northstar Spectrum”), which is an entity wholly-owned by us and, prior to October 12, 2023, by us and Northstar Manager, LLC (“NorthStar Manager”).On October 12, 2023, the FCC consented to the sale of Northstar Manager’s ownership interests in Northstar Spectrum, which we purchased for a total of approximately $ 109 million. This purchase resulted in the elimination of all of our redeemable noncontrolling interest as it related to Northstar Spectrum as of the purchase date and we continue to consolidate the Northstar Entities as wholly-owned subsidiaries.
​
SNR Wireless . SNR Wireless LicenseCo, LLC (“SNR Wireless”) is a wholly-owned subsidiary of SNR Wireless HoldCo, LLC (“SNR HoldCo”), which is an entity wholly-owned by us and, prior to February 16, 2024, by us and SNR Wireless Management, LLC (“SNR Management”). On February 16, 2024, the FCC consented to the sale of SNR Management’s ownership interests in SNR HoldCo, which was purchased by our direct wholly-owned subsidiary EchoStar SNR HoldCo L.L.C. for a total of approximately $ 442 million. This purchase resulted in the elimination of all of our redeemable noncontrolling interest as it related to SNR HoldCo as of the purchase date and we continue to consolidate the SNR Entities as wholly-owned subsidiaries.
​
For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.
​
Use of Estimates
​
The preparation of financial statements in conformity with GAAP requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense for each reporting period. Estimates are based on historical experience, observable market inputs, and other reasonable assumptions in accounting for, among other things, allowances for credit losses (including those related to our installment billing programs), self-insurance obligations, deferred taxes and related valuation allowances, uncertain tax positions, loss contingencies, fair value of financial instruments including embedded derivatives, fair value of options granted under our stock-based compensation plans, fair value of assets and liabilities acquired in business combinations or as part of an asset acquisition, fair value of exit or disposal cost obligations, timing and amount of asset retirement obligations, inputs or outputs used to recognize revenue over time, including the relative standalone selling prices of performance obligations, finance leases, asset impairments, estimates of future cash flows used to evaluate and recognize impairments, useful lives of property, equipment and intangible assets, incremental borrowing rate (“IBR”) on lease right of use assets, estimates of the timing of future cash flows used to pay principal on certain debt obligations, estimated credit risk underlying installment receivables, nonrefundable upfront fees, independent third-party retailer incentives, programming expenses, subscriber lives and likelihood of certain contingent events. Economic conditions may increase the inherent uncertainty in the estimates and assumptions indicated above. Actual results may differ from previously estimated amounts, and such differences may be material to our consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur.
​

F-20

Table of Contents
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

​
Cash and Cash Equivalents
​
We consider all liquid investments purchased with a remaining maturity of 90 days or less at the date of acquisition to be cash equivalents. Cash equivalents as of December 31, 2025 and 2024 may consist of money market funds, government bonds, corporate notes and commercial paper. The amortized cost of these investments approximates their fair value.
​
Concentration of Credit Risk
​
Cash and cash equivalents are maintained with several financial institutions domestically and internationally. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions with investment-grade credit ratings. We routinely assess the financial strength of significant customers, and this assessment, combined with the large number and geographical diversity of its customers, limits our concentration of risk with respect to receivables from contracts with customers.
​
Marketable Investment Securities
​
All equity securities are carried at fair value, with changes in fair value recognized in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss).
​
All debt securities are classified as available-for-sale and are recorded at fair value. We report the temporary unrealized gains and losses related to changes in market conditions of marketable debt securities as a separate component of “Accumulated other comprehensive income (loss)” within “Stockholders’ Equity (Deficit),” net of related deferred income tax on our Consolidated Balance Sheets. The changes in the fair value of marketable debt securities, which are determined to be company specific credit losses are recorded in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss).
​
We evaluate our debt investment portfolio to determine whether declines in the fair value of these securities are related to credit loss. Management estimates credit losses on marketable debt securities utilizing a credit loss impairment model on a quarterly basis. We estimate the expected credit losses, measured over the contractual life of marketable debt securities considering relevant issuer specific factors, including, but not limited to, a decrease in credit ratings or an entity’s ability to pay.
​
Receivables and Related Allowance for Credit Losses
​
General Accounts Receivable
​
Trade accounts receivable represent our unconditional rights to consideration arising from our performance under our customer contracts and are recorded at cost less an allowance for expected credit losses that are not expected to be recovered. We maintain allowances for credit losses resulting from the expected failure or inability of our customers to make required payments. We recognize the allowance for expected credit losses at inception and reassess quarterly based on management’s expectation of the asset’s collectability. Management estimates credit losses on financial assets, including our trade accounts receivable, utilizing a current expected credit loss impairment model. We estimate the expected credit losses, measured over the contractual life of an asset considering relevant historical loss information, credit quality of the customer base, current economic conditions and forecasts of future economic conditions. With respect to our current accounts receivable, we have elected to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.
​

F-21

Table of Contents
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

​
In determining the allowance for credit losses, management groups similar types of financial assets with consistent risk characteristics. Pools identified by management include, but are not limited to residential customers, commercial customers, enterprise customers, and advertising services. The risk characteristics of the financial asset portfolios are monitored by management and reviewed periodically. Our estimates of the allowance for credit losses may not be indicative of our actual credit losses requiring additional charges to be incurred to reflect the actual amount collected. Past due trade accounts receivable balances are written off against our allowance for credit losses when our internal collection efforts have been unsuccessful.
​
Installment Receivables
​
We offer Boost Mobile postpaid customers the option to pay for their devices and other equipment in installments, generally over a period of 36  months. Installment receivables are presented on our Consolidated Balance Sheets at their amortized cost basis (i.e., the receivables’ unpaid balance as adjusted for any written-off amounts due to impairment and unamortized discounts), net of the allowance for credit losses. At the time of an installment sale, we impute a discount for interest if the term exceeds 12 months as there is no stated rate of interest on the receivables. The receivables are recorded at their present value, which is determined by discounting expected future cash payments at the imputed interest rate. This adjustment results in a discount or reduction in the transaction price of the contract with a customer, which is allocated to the performance obligations of the arrangement included in “Service revenue” on our Consolidated Statements of Operations and Comprehensive Income (Loss). The current portion of installment receivables is included in “Trade accounts receivable, net” and the long-term portion of installment receivables is included in “Other noncurrent assets, net” on our Consolidated Balance Sheets.
​
The imputed discount rate reflects a current market interest rate and is predominately comprised of the estimated credit risk underlying the installment receivable, reflecting the estimated credit worthiness of the customer. The imputed discount on receivables is amortized over the financed installment term using the effective interest method and recognized in “Service revenue” on our Consolidated Statements of Operations and Comprehensive Income (Loss) to the extent the financing component is not deemed significant.
​
Inventory
​
Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. The cost of manufactured inventory includes the cost of materials, labor, freight-in, royalties and manufacturing overhead. Net realizable value is calculated as the estimated selling price less reasonable costs necessary to complete, sell, transport and dispose of the inventory. We record write downs for inventory for obsolete and slow moving items based on trends and experience. We enter into arrangements with distributors where physical delivery of a product to a distributor has occurred, but we maintain control of the product until such time it is sold to an end consumer. For these arrangements, we account for the products as consigned inventory.
​
Property and Equipment
​
Property and equipment, including capitalized expenditures related to our wireless projects, satellites and our legacy 5G Network, are stated at cost less depreciation and impairment losses, if any. Capitalized expenditures include the cost of long-lived assets, plus the cost to construct the asset such as labor and overhead directly benefiting the asset. Interest is capitalized when pre-construction activity commences and ends once the asset is ready for its intended purpose. Our equipment leased to customers is generally capitalized when they are installed in customers’ homes. We have certain assets acquired under finance leases. The recorded costs of those assets are the present values of all lease payments. We amortize our finance lease right of use (“ROU”) assets over their respective lease terms.
​

F-22

Table of Contents
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

​
If a satellite were to fail while in-orbit, the resultant loss would be charged to expense in the period such loss was incurred. The amount of any such loss would be reduced to the extent of insurance proceeds estimated to be received, if any. Depreciation is recorded on a straight-line basis over useful lives ranging from one to 40 years . Repair and maintenance costs are charged to expense when incurred. Renewals and improvements that add value or extend the asset’s useful life are capitalized.
​
Internal Use Software
​
We capitalize certain costs related to developing or acquiring internal use software. Capitalization of software costs begins once the preliminary project stage is completed and we commit to funding the software project. Capitalizing ceases when the software project is ready for its intended use. Capitalized software costs are recorded in “Property and equipment, net” on our Consolidated Balance Sheets and are amortized over the estimated useful life of the software. Costs incurred during the preliminary project stage plus costs associated with training and maintenance are expensed as incurred.
​
Asset Retirement Obligation
​
We record an asset retirement obligation for the estimated fair value of legal obligations associated with the retirement of tangible long-lived assets and a corresponding increase in the carrying amount of the related asset in the period in which the obligation is incurred. In periods subsequent to initial measurement, we recognize changes in the liability resulting from the passage of time and revisions to either the timing or the amount of the original estimate. Over time, the liability is accreted to its present value and the capitalized cost is depreciated over the estimated useful life of the asset. Our asset retirement obligations relate primarily to certain legal obligations to remediate leased property on our communication towers and are recorded in “Property and equipment, net” with the related liability recorded in “Long-term deferred revenue and other long-term liabilities” on our Consolidated Balance Sheets. During the third quarter of 2025, our asset retirement obligations were revised as the timing associated with the obligations to remediate leased property on our communication towers was accelerated and the corresponding assets were impaired. See Note 8 for further information.
​
Other Investments
​
Equity Method Investments
​
We use the equity method to account for investments when we have the ability to exercise significant influence on the operating decisions of the affiliate. Such investments are initially recorded at cost and subsequently adjusted for our proportionate share of the net earnings or loss of the investee, which is reported in “Other, net” on our Consolidated Statements of Operations and Comprehensive Income (Loss). The carrying amount of such investments includes a component of goodwill when the cost of our investment exceeds the fair value of the underlying identifiable assets and liabilities of the affiliate. Dividends received from these affiliates reduces the carrying amount of our investment.
​
Cost Method Investments
​
We generally measure investments in non-publicly traded equity instruments without a readily determinable fair value at cost adjusted for observable price changes in orderly transactions for the identical or similar securities of the same issuer and changes resulting from impairments, if any. Other equity instruments are measured to determine their value based on observable market information. When we adjust the carrying amount of an investment to its estimated fair value, the gain or loss is recorded in “Other, net” on our Consolidated Statements of Operations and Comprehensive Income (Loss).
​

F-23

Table of Contents
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

​
Other Debt Investments
​
We generally record our investments in non-publicly traded debt instruments without a readily determinable fair value at amortized cost. We recognize any discounts over the term of the loan in “Interest income” on the Consolidated Statements of Operations and Comprehensive Income (Loss). In addition, from time to time, some of our debt instruments have interest income that is paid-in-kind, which is added to the principal balance to determine the then current interest income. When we adjust the carrying amount of an investment, the gain or loss is recorded in “Other, net” on our Consolidated Statements of Operations and Comprehensive Income (Loss).
​
Impairment Considerations
​
We periodically evaluate all of our investments to determine whether events or changes in circumstances have occurred that may have a significant adverse effect on the fair value of the investment. We consider information if provided to us by our investees such as current financial statements, business plans, investment documentation, capitalization tables, liquidation waterfalls, litigation updates and board materials; and we may make additional inquiries of investee management.
​
Indicators of impairment may include, but are not limited to, unprofitable operations, material loss contingencies, changes in business strategy, changes in market trends or market conditions, changes in the investees’ enterprise value, regulatory matters, and changes in the investees’ investment pricing. When we determine that one of our other investments is impaired we reduce its carrying value to its estimated fair value and recognize the impairment loss in “Other, net” on our Consolidated Statements of Operations and Comprehensive Income (Loss).
​
Derivative and/or Financial Liability Instruments
​
We may purchase and hold derivative and/or financial liability instruments for, among other reasons, strategic or speculative purposes. We record all derivative and/or financial liability instruments on our Consolidated Balance Sheets at fair value as either assets or liabilities. Changes in the fair values of derivative and/or financial liability instruments are recognized in our results of operations and included in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss). We have not designated any derivative financial instrument for hedge accounting.
​
We had the option to purchase certain of T-Mobile’s 800 MHz spectrum licenses from T-Mobile at a fixed price which expired on its own terms on April 1, 2024.
​
Impairment of Long-Lived Assets and Finite-Lived Intangible Assets
​
We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For assets which are held and used in operations, the asset may not be recoverable if the carrying amount of the asset (or asset group) exceeds its undiscounted future net cash flows. When an asset fails the recoverability test, the actual impairment recognized is the difference between the carrying amount and the fair value as estimated using one of the following approaches: income, cost and/or market. In the event of an impairment, a loss is recorded in “Impairments and other” on our Consolidated Statements of Operations and Comprehensive Income (Loss) based on the amount by which the carrying amount exceeds the fair value of the long-lived asset or asset group. Assets which are to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
​

F-24

Table of Contents
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

​
Fair value, using the income approach, is determined primarily using a discounted cash flow model that uses the estimated cash flows associated with the asset or asset group under review, discounted at a rate commensurate with the risk involved for a market participant. Fair value, utilizing the cost approach, is determined based on the replacement cost of the asset reduced for, among other things, depreciation and obsolescence. Fair value, utilizing the market approach, is determined by estimating the amount that a market participant would receive when selling the asset.
​
Pay-TV Satellite Fleet
​
We currently evaluate our Pay-TV satellite fleet for impairment as one asset group whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. We do not believe any triggering event has occurred which would indicate impairment as of December 31, 2025, 2024 and 2023. We will continue to monitor our Pay-TV satellite fleet for indicators of impairment.
​
Broadband and Satellite Services Satellite Fleet
​
We currently evaluate our Broadband and Satellite Services satellite fleet in conjunction with an asset group comprised of the Broadband and Satellite Services segment ROU lease assets and certain other long-lived and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. During each of the third and fourth quarters of 2025, a triggering event occurred and resulted in an impairment assessment, see Note 1 for further information. We will continue to monitor our Broadband and Satellite Services satellite fleet for indicators of impairment. We do not believe any triggering event occurred which would have indicated impairment as of December 31, 2024 and 2023.
​
Finite-Lived Regulatory Authorizations
​
We have regulatory authorizations that are not related to the FCC and have determined that they have finite lives due to uncertainties about the ability to extend or renew their terms. Finite-lived regulatory authorizations are amortized over their estimated useful lives on a straight-line basis. Renewal costs are usually capitalized when they are incurred. During the third quarter of 2025, a triggering event occurred and resulted in an impairment assessment, see Note 1 for further information. We do not believe any triggering event occurred which would have indicated impairment as of December 31, 2024 and 2023.
​
Finite-Lived Intangible Assets
​
Intangible assets include customer relationships, trademarks, and certain below market contracts. These assets are amortized over their respective useful lives. During the fourth quarter of 2025, a triggering event occurred and resulted in an impairment assessment, see Note 1 for further information. We do not believe any triggering event occurred which would have indicated impairment as of December 31, 2024 and 2023.
​
Indefinite-Lived Intangible Assets and Goodwill
​
We do not amortize indefinite-lived intangible assets, primarily consisting of FCC licenses, and goodwill but test these assets for impairment annually, during the fourth quarter or more often if indicators of impairment arise.
​
We have the option to first perform a qualitative assessment to determine whether it is necessary to perform a quantitative impairment test. However, we may elect to bypass the qualitative assessment in any period and proceed directly to performing the quantitative impairment test.
​

F-25

Table of Contents
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

​
When a quantitative assessment is utilized, we can make our assessment by employing either the market approach or the income approach to determine whether the fair value of these licenses exceeds the carrying amount. The market approach assesses the value of our spectrum using benchmarks, based on market transactions, which may include spectrum auctions and secondary market transactions, such as acquisitions of spectrum or of businesses for which spectrum values can reliably be inferred. The income approach is appropriate when an indefinite-lived intangible assets value is primarily driven by its ability to generate future economic benefits assessed based on future cash flows.
​
Our intangible assets with indefinite lives primarily consist of FCC licenses and certain other contractual or regulatory rights to use spectrum at specified orbital locations. Generally, we have determined that our FCC licenses have indefinite useful lives due to the following:
​
● FCC licenses are a non-depleting asset;
● existing FCC licenses are integral to our business segments and will contribute to cash flows indefinitely;
● replacement satellite applications are generally authorized by the FCC subject to certain conditions, without substantial cost under a stable regulatory, legislative and legal environment;
● maintenance expenditures to obtain future cash flows are not significant;
● FCC licenses are not technologically dependent; and
● we intend to use these assets indefinitely.
​
Pay-TV Segment Licenses
​
We combine all of our indefinite-lived Pay-TV segment licenses that we currently utilize or plan to utilize in the future into a single unit of accounting. For 2025, 2024 and 2023, management performed a qualitative assessment to determine whether it was more likely than not that the fair value of the Pay-TV segment licenses exceeds the carrying amount. In our assessment, we considered several factors, including, among others, overall financial performance, industry and market considerations and relevant company specific events. In contemplating all factors in their totality, we concluded that it is more likely than not that the fair value of the Pay-TV segment licenses exceeds the carrying amount. As such, no further analysis was required.
​
Broadband and Satellite Services Segment Licenses
​
We combine all of our indefinite-lived Broadband and Satellite Services segment licenses that we currently utilize or plan to utilize in the future into one unit of accounting. During the third quarter of 2025, a triggering event occurred and resulted in an impairment assessment. During the fourth quarter of 2025, we performed our annual impairment assessment. See Note 1 for further information.
​
For 2024 and 2023, management performed a qualitative assessment to determine whether it was more likely than not that the fair value of the Broadband and Satellite Services segment licenses exceeds the carrying amount. In our assessment, we considered several factors, including, among others, overall financial performance, industry and market considerations and relevant company specific events. In contemplating all factors in their totality, we concluded that it is more likely than not that the fair value of the Broadband and Satellite Services segment licenses exceeds the carrying amount. As such, no further analysis was required.
​

F-26

Table of Contents
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

​
Other Segment Spectrum Licenses
​
During the third quarter of 2025, a triggering event occurred and resulted in an impairment assessment. See Note 1 for further information. During the fourth quarter of 2025, we performed our annual impairment assessment and we concluded that it is more likely than not that the fair value of the Other segment licenses exceeds the carrying amount. As such, no further analysis was required.
​
In 2024, management performed a qualitative assessment to determine whether it is more likely than not that the fair value of these licenses exceeds the carrying amount. In our assessment, we considered several factors, including, among others, prior year quantitative assessments, industry considerations and secondary market transactions. In contemplating all factors in their totality, we concluded that it was more likely than not that the fair value of these licenses exceeded the carrying amount.
​
In 2023, management performed a quantitative assessment to determine whether the fair value of these licenses exceeds the carrying amount. The quantitative assessment consisted of a market approach performed by a third-party and reviewed by management. In our assessment, we concluded that under the market approach the fair value of these licenses were substantially in excess of the carrying value.
​
Changes in circumstances or market conditions could result in a write-down of any of the above Other segment spectrum licenses in the future.
​
Goodwill
​
When applicable, we perform our annual impairment assessment for goodwill and other indefinite-lived intangible assets each year during the fourth quarter or more frequently if events or changes in circumstances indicate an impairment may be possible. As of December 31, 2023, all goodwill was impaired.
​
Exit and Disposal Costs
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Our exit and disposal costs include, among other things, one-time employee termination benefits, costs to terminate contracts that are not a lease and other exit and disposal costs. The liability for exit and disposal costs is initially measured at fair value and we re cognize the costs associated with an exit or disposal activity in the period in which the liability is incurred. The liability for our exit and disposal costs is included in “Other accrued expenses and liabilities” and “Long-term deferred revenue and other long-term liabilities” on our Consolidated Balance Sheets. Fair value is determined under the income approach primarily using the expected present value technique that utilizes the estimated future cash flows associated with the obligation, discounted at our credit-adjusted risk-free rate plus a risk premium. Any gains and losses resulting from the difference between the recorded liability and final settlement amounts will be recognized in “Impairments and other” on our Consolidated Statements of Operations and Comprehensive Income (Loss).
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The initial fair value of our exit and disposal obligations is categorized within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. Subsequent to the initial measurement, our exit and disposal cost liability is periodically adjusted for revisions in the estimated timing and amount of future cash flows.
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Capitalized Interest
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We capitalize interest associated with the acquisition or construction of certain assets, including, among other things, our wireless spectrum licenses, build-out costs associated with our 5G Network deployment and satellites. Capitalization of interest begins when, among other things, steps are taken to prepare the asset for its intended use and ceases when the asset is ready for its intended use or when substantially all activities related to the project are suspended.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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While we were commercializing our 5G Network, the interest expense was being capitalized based on the carrying amount of the 5G Network qualifying assets and the capitalization rate applied to those assets. As the qualifying assets, including markets within certain bands of wireless spectrum licenses, were placed into service with the deployment of our 5G Network, we no longer capitalized interest on those assets. As a result of the termination of the deployment of our 5G Network, we no longer have 5G Network activities that qualify for capitalization and as such ceased capitalizing interest on the 5G Network qualifying assets at the end of August 2025.
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Capitalized interest totaled $ 845 million, $ 1.105 billion and $ 1.335 billion for the years ended December 31, 2025, 2024 and 2023, respectively, which reduced “Interest expense, net of amounts capitalized” on our Consolidated Statements of Operations and Comprehensive Income (Loss). As of the third quarter of 2025, substantially all capitalized interest has ceased, except for capitalized interest on our satellites under construction.
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Business Combinations
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When we acquire a business that is not subject to rules pertaining to common control, we allocate the purchase price to the various components of the acquisition based upon the fair value of each component using various valuation techniques, including the market approach, income approach and/or cost approach. The accounting standard for business combinations requires identifiable assets, liabilities, noncontrolling interests and goodwill acquired to be recorded at acquisition date fair values. Transaction costs related to the acquisition of the business are expensed as incurred. Costs associated with the issuance of debt associated with a business combination are capitalized and included as a yield adjustment to the underlying debt’s stated rate.
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Acquired intangible assets other than goodwill are amortized over their estimated useful lives unless the lives are determined to be indefinite. Amortization of these intangible assets in general are recognized on a straight-line basis over an average finite useful life primarily ranging from approximately one to 20 years or in relation to the estimated discounted cash flows over the life of the intangible asset.
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Long-Term Deferred Revenue and Other Long-Term Liabilities
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Certain programmers provide us up-front payments. Such amounts are deferred and recognized as reductions to “Cost of services” on a straight-line basis over the relevant remaining contract term (generally up to ten years ). The current and long-term portions of these deferred credits are recorded on our Consolidated Balance Sheets in “Deferred revenue and other” and “Long-term deferred revenue and other long-term liabilities,” respectively.
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Sales Taxes
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We account for sales taxes imposed on our goods and services on a net basis on our Consolidated Statements of Operations and Comprehensive Income (Loss). Since we primarily act as an agent for the governmental authorities, the amount charged to the customer is collected and remitted directly to the appropriate jurisdictional entity.
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Income Taxes
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We establish a provision for income taxes currently payable or receivable and for income tax amounts deferred to future periods. Deferred tax assets and liabilities are recorded for the estimated future tax effects of differences that exist between the book and tax basis of assets and liabilities. Deferred tax assets are offset by valuation allowances when we believe it is more likely than not that such net deferred tax assets will not be realized.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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From time to time, we engage in transactions where the tax consequences may be subject to uncertainty. We record a liability when, in management’s judgment, a tax filing position does not meet the more likely than not threshold. For tax positions that meet the more likely than not threshold, we may record a liability depending on management’s assessment of how the tax position will ultimately be settled. We adjust our estimates periodically for ongoing examinations by and settlements with various taxing authorities, as well as changes in tax laws, regulations and precedent. We classify interest and penalties, if any, associated with our uncertain tax positions as a component of “Interest expense, net of amounts capitalized” and “Other, net,” respectively, on our Consolidated Statements of Operations and Comprehensive Income (Loss).
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Fair Value Measurements
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We determine fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Market or observable inputs are the preferred source of values, followed by unobservable inputs or assumptions based on hypothetical transactions in the absence of market inputs. We apply the following hierarchy in determining fair value:
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● Level 1, defined as observable inputs being quoted prices in active markets for identical assets;
● Level 2, defined as observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets and liabilities in active markets; and quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
● Level 3, defined as unobservable inputs for which little or no market data exists, consistent with reasonably available assumptions made by other participants therefore requiring assumptions based on the best information available.
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As of December 31, 2025 and 2024, the carrying amount for cash and cash equivalents, trade accounts receivable (net of allowance for credit losses) and current liabilities (excluding the “Current portion of debt, finance lease and other obligations”) was equal to or approximated fair value due to their short-term nature or proximity to current market rates.
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Fair values of our marketable investment securities are measured on a recurring basis based on a variety of observable market inputs. For our investments in publicly traded equity securities and U.S. government securities, fair value ordinarily is determined based on Level 1 measurements that reflect quoted prices for identical securities in active markets. Fair values of our investments in other marketable debt securities are generally based on Level 2 measurements as the markets for such debt securities are less active. We consider trades of identical debt securities on or near the measurement date as a strong indication of fair value and matrix pricing techniques that consider par value, coupon rate, credit quality, maturity and other relevant features may also be used to determine fair value of our investments in marketable debt securities. Additionally, we use fair value measurements from time to time in connection with other investments, asset impairment testing, exit or disposal cost obligations and the assignment of purchase consideration to assets in a non-cash exchange of assets and for assets and liabilities of acquired companies. Those fair value measurements typically include significant unobservable inputs and are categorized within Level 3 of the fair value hierarchy. Transfers between levels in the fair value hierarchy are considered to occur at the beginning of the quarterly accounting period. See Note 6 for the fair value of our marketable investment securities and derivative instruments.
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Fair values for our publicly traded debt securities are based on quoted market prices, when available. The fair values of non-publicly traded debt are based on, among other things, available trade information, valuations performed by a third-party, and/or an analysis in which we evaluate market conditions, related securities, various public and private offerings, and other publicly available information. In performing this analysis, we make various assumptions regarding, among other things, credit spreads, and the impact of these factors on the value of the debt securities. The non-publicly traded debt is categorized within Level 3 of the fair value hierarchy. See Note 10 for the fair value of our debt.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Deferred Debt Issuance Costs and Debt Discounts
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Costs of issuing debt, including premiums and discounts relative to par value, are generally deferred and amortized to “Interest expense, net of amounts capitalized” on our Consolidated Statements of Operations and Comprehensive Income (Loss) using the effective interest rate method over the terms of the respective notes. We report unamortized debt issuance costs as a reduction of the related long-term debt on our Consolidated Balance Sheets. See Note 10 for further information.
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Revenue Recognition
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Pay-TV Segment
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Our Pay-TV segment revenue is primarily derived from Pay-TV subscriber revenue. We also generate revenue from equipment rental fees and other hardware related fees, including DVRs and fees from subscribers with multiple receivers; advertising services; fees earned from our in-home service operations; broadband services; warranty services; sales of digital receivers and related equipment to third-party pay-TV providers; satellite uplink and telemetry, tracking and control (“TT&C”) services; and revenue from in-home services. See Note 16 for further information, including revenue disaggregated by major source.
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Our residential video subscribers contract for individual services or combinations of services, as discussed above, the majority of which are generally distinct and are accounted for as separate performance obligations. We consider our installations for first time DISH TV subscribers to be a service. However, since we provide a significant integration service combining the installation with programming services, we have concluded that the installation is not distinct from programming and thus the installation and programming services are accounted for as a single performance obligation. We generally satisfy these performance obligations and recognize revenue as the services are provided, for example as the programming is broadcast to subscribers, as this best represents the transfer of control of the services to the subscriber.
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In cases where a subscriber is charged certain nonrefundable upfront fees, those fees are generally considered to be material rights to the subscriber related to the subscriber’s option to renew without having to pay an additional fee upon renewal. These fees are deferred and recognized over the estimated period of time during which the fee remains material to the customer, which we estimate to be less than one year. Revenues arising from our in-home services that are separate from the initial installation, such as mounting a TV on a subscriber’s wall, are generally recognized when these services are performed.
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For our residential video subscribers, we have concluded that the contract term under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”) is one month and as a result the revenue recognized for these subscribers for a given month is equal to the amount billed in that month, except for certain nonrefundable upfront fees that are accounted for as material rights, as discussed above.
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Revenues from our advertising services are typically recognized as the advertisements are broadcast. Sales of equipment to subscribers or other third parties are recognized when control is transferred under the contract. Revenue from our commercial video subscribers typically follows the residential model described above, with the exception that the contract term for most of our commercial subscribers exceeds one month and can be multiple years in length. However, commercial subscribers typically do not receive time-limited discounts or free service periods and accordingly, while they may have multiple performance obligations, revenue is equal to the amount billed in a given month.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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Wireless Segment
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Our Wireless segment revenue is primarily derived from Wireless subscriber revenue and selling wireless devices to subscribers. The majority of our subscribers are prepaid with a smaller subset of postpaid subscribers. Prepaid subscribers prepay for their monthly service on a month-to-month contract. Our contracts with prepaid customers are generally determined to be one month. Postpaid subscribers are qualified to pay for their service after it has been provided and pay for their monthly service on a month-to-month contract. Our contracts with postpaid customers typically have an enforceable duration of one month. However, promotional bill credits offered to a customer on an equipment sale that are paid over time and are contingent on the customer maintaining a service contract may result in an extended service contract based on whether a substantive penalty is deemed to exist. If a substantive penalty is deemed to exist the contract is generally equal to the duration of the device’s financing arrangement.
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We have both an indirect sales channel, which includes third-party owned retail stores and big box stores, as well as online through Amazon and Apple, and a direct sales channel, which services customers online through each respective brand’s website. To deliver products to third-party retail stores through the indirect sales channel, we use direct distribution partners to facilitate product delivery. Our contracts with customers may involve more than one performance obligation, which include wireless services, wireless devices or a combination thereof, and we allocate the transaction price between each performance obligation based on its relative standalone selling price. Although our Wireless segment offers both products and services, we have determined that not all contracts with customers are bundled arrangements as the wireless device and service are sometimes sold at different times, and in the case of certain sales arrangements through the indirect sales channel, have different customers. When control of the product is transferred to an intermediary other than the end customer in the indirect channel, the customer for the wireless device is the intermediary, such as the direct distribution partner, whereas for the service the subscriber is the end consumer. When control of the product is not transferred to the intermediary, in the indirect channel the product is accounted for as consigned inventory and the customer for both the wireless device and service is the end customer. Service revenues may also include other value added services to subscribers, which may be recorded either gross or net within our Consolidated Statements of Operations and Comprehensive Income (Loss) depending on whether we are deemed to be the principal or agent in the relationship with the subscriber. Service revenues are recognized when the service has been provided and no further obligation exists. Concessions given to subscribers are recorded as a reduction to revenue.
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Equipment revenues are primarily related to the sale of wireless devices. Equipment revenue is recognized when control of the product is transferred to our customer, either the direct distribution partner or the end customer, as described above. We offer postpaid customers the option to pay for devices in installments, generally over 36 months. We recognize the effects of a financing component as a reduction of the transaction price in contracts where customers purchase their devices with an installment term of more than one year, including those financing components that are not considered to be significant to the contract in “Service revenue” on our Consolidated Statements of Operations and Comprehensive Income (Loss). We have elected the practical expedient of not recognizing the effects of a significant financing component for contracts where we expect, at contract inception, that the period between the transfer of a performance obligation to a customer and the customer’s payment for that performance obligation will be one year or less. We may offer certain promotions that provide our customers on device installment plans with the right to upgrade to a new device after paying a specified portion of their device payment plan agreement amount and trading in their device in good working order. We account for this trade-in right as a guarantee obligation. The full amount of the trade-in right’s fair value is recognized as a guarantee liability and results in a reduction to the revenue recognized upon the sale of the device. The total transaction price is reduced by the guarantee, which is accounted for outside the scope of ASC 606, and the remaining transaction price is allocated between the performance obligations within the contract.
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Sales of equipment in the indirect sales channel often include credits subsequently paid to the direct distribution partner as a reimbursement for any discount promotions offered to the end consumer.
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

These credits (payments to a customer) are accounted for as variable consideration when estimating the amount of revenue to recognize from the sales of equipment to indirect dealers and are estimated based on historical experience and other factors, such as expected promotional activity. For wireless devices sold with a right of return, we defer a portion of equipment revenue and cost of sales to reflect this variable consideration.
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Broadband and Satellite Services Segment
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Our broadband service contracts typically obligate us to provide substantially the same services on a recurring basis in exchange for fixed recurring fees over the term of the contract. We satisfy such performance obligations over time and recognize revenue ratably as services are rendered over the service period. Certain of our contracts with service obligations provide for fees based on usage, capacity or volume. We satisfy these performance obligations and recognize the related revenue at the point in time, or over the period, when the services are rendered. Our Broadband and Satellite Services segment also sells and leases communications equipment to its customers. Revenue from equipment sales generally is recognized based upon shipment terms. Our equipment sales contracts typically include standard product warranties, but generally do not provide for returns or refunds. Revenue for extended warranties is recognized ratably over the extended warranty period. For contracts with multiple performance obligations, we typically allocate the contract’s transaction price to each performance obligation based on their relative standalone selling prices. When the standalone selling price is not observable, our primary method used to estimate standalone selling price is the expected cost plus a margin. Our contracts generally require customer payments to be made at or shortly after the time we transfer control of goods or perform the services.
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In addition to equipment and service offerings, our Broadband and Satellite Services segment also enters into long-term contracts to design, develop, construct and install complex telecommunication networks for mobile system operators and enterprise customers. Revenue from such contracts is generally recognized over time as a measure of progress that depicts the transfer of control of the goods or services to the customer. Depending on the nature of the arrangement, we measure progress toward contract completion using an appropriate input method or output method. Under the input method, we recognize the transaction price as revenue based on the ratio of costs incurred to estimated total costs at completion. Under the output method, revenue and cost of sales are recognized as products are delivered based on the expected profit for the entire agreement. Profit margins on long-term contracts generally are based on estimates of revenue and costs at completion. We review and revise our estimates periodically and recognize related adjustments in the period in which the revisions are made.
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Estimated losses on contracts are recorded in the period in which they are identified. We generally receive interim payments as work progresses, although for some contracts, we may be entitled to receive an advance payment.
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We derive a portion of our revenues from contracts with customers for connectivity services. These contracts typically require advance or recurring monthly payments by the customer. Our obligation to provide connectivity services is satisfied over time as the customer simultaneously receives and consumes the benefits provided. The measure of progress over time is generally based upon usage.
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Generally, our satellite service contracts with customers contain a single performance obligation and, therefore, there is no need to allocate the transaction price. We transfer control and recognize revenue for satellite services at the point in time or over the period when the services are rendered.
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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Governmental Funding
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We participate or have participated in various United States federal and state programs, including, but not limited to, the Affordable Connectivity Program (“ACP”) and Lifeline program, under which eligible low-income households may receive a discount off the cost of broadband service and certain connected devices, and participating providers can receive a reimbursement for such discounts. The ACP program funding concluded on June 1, 2024. Governmental funding revenue is included in “Service revenue” on our Consolidated Statements of Operations and Comprehensive Income (Loss). Corresponding receivables are recorded when services have been provided to the customers and costs incurred, but cash has not been received. These amounts are included in “Trade accounts receivable, net” on our Consolidated Balance Sheets.
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Contract Balances
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The timing of revenue recognition generally differs from the timing of invoicing to customers. A contract asset is recorded when revenue is recognized in advance of our right to receive consideration (i.e., we must perform additional services in order to receive consideration). Amounts are recorded as trade accounts receivable when our right to consideration is unconditional. When consideration is received, or we have an unconditional right to consideration in advance of delivery of goods or services, a contract liability is recorded. The transaction price can include nonrefundable upfront fees, which are allocated to the identifiable performance obligations. Our residential video subscribers are typically billed monthly, and the contract balances for those customers arise from the timing of the monthly billing cycle. Our current Wireless subscribers, the majority of which are prepaid, generate deferred revenue. We do not adjust the amount of consideration for financing impacts when we anticipate that the period between transfer of goods and services and eventual payment for those goods and services will be less than one year . Contract assets are included in “Trade accounts receivable, net” and contract liabilities are included in “Deferred revenue and other” and “Long-term deferred revenue and other long-term liabilities” on our Consolidated Balance Sheets. Contract balances are amortized over the contract term. See Note 17 for further information, including balance and activity detail about our allowance for credit losses and deferred revenue related to contracts with subscribers.
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Assets Recognized Related to the Costs to Obtain a Contract with a Customer
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We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs, including those with our independent third-party retailers, meet the requirements to be capitalized, and payments made under these programs are capitalized and amortized to expense over the estimated customer life or the contract term. These amounts are capitalized in “Prepaids and other assets” and “Other noncurrent assets, net” on our Consolidated Balance Sheets, and then amortized in “Selling, general and administrative expenses” on our Consolidated Statements of Operations and Comprehensive Income (Loss).
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Leases
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Lessee Accounting
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We enter into non-cancelable operating and finance leases for, among other things, communication towers, satellites, satellite-related ground infrastructure, data centers, office space, dark fiber and transport equipment, warehouses and distribution centers, vehicles and other equipment. Substantially all of our leases have remaining lease terms from one to 12 years , some of which include renewal options, and some of which include options to terminate the leases within one year . For certain arrangements, the lease term includes the non-cancelable period plus the renewal period that we are reasonably certain to exercise.
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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We determine if an arrangement is a lease and classify that lease as either an operating or finance lease at inception. Operating leases are included in “Operating lease assets,” “Other accrued expenses” and “Operating lease liabilities” on our Consolidated Balance Sheets. Finance leases are included in “Property and equipment, net,” “Current portion of debt, finance lease and other obligations” and “Long-term debt, finance lease and other obligations, net of current portion” on our Consolidated Balance Sheets. Leases with an initial term of 12 months or less are not recorded on the balance sheet and we recognize lease expense for these leases on a straight-line basis over the lease term on our Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 9 for further information on our lease expenses.
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ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent the present value of our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The operating lease ROU asset also includes the impact of prepaid or deferred lease payments. When our leases do not provide an implicit rate, we use our IBR based on the information available at commencement date in determining the present value of lease payments. Our IBR is based on an estimated secured rate for the same term as the underlying lease plus a credit spread as secured by our assets. For leases denominated in a currency different than U.S. dollar, IBR is estimated using the collateralized borrowing rate in the foreign currency using the U.S. dollar and foreign currency swap spread, when available. The length of our lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.
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We have lease agreements with lease and non-lease components, which are generally accounted for separately.
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Lessor Accounting
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DISH TV subscribers have the choice of leasing or purchasing the satellite receiver and other equipment necessary to receive our DISH TV services. Most of our new DISH TV subscribers choose to lease equipment and thus we retain title to such equipment. Equipment leased to new and existing DISH TV subscribers is capitalized and depreciated over their estimated useful lives.
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For equipment leased to new and existing DISH TV subscribers, we made an accounting policy election to combine the equipment with our programming services as a single performance obligation in accordance with the revenue recognition guidance as the programming services are the predominant component. The non-lease service revenue related to equipment leased to new and existing DISH TV subscribers would have otherwise been accounted for as an operating lease.
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We lease satellite capacity, communications equipment and real estate to certain of our customers. We identify and determine the classification of such leases as operating leases or sales-type leases. A lease is classified as a sales-type lease if it meets the criteria for a finance lease; otherwise it is classified as an operating lease. Some of our leases are embedded in contracts with customers that include non-lease performance obligations.
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For such contracts, except where we have elected otherwise, we allocate consideration in the contract between lease and non-lease components based on their relative standalone selling prices. We elected an accounting policy to not separate the lease of equipment from related services in our HughesNet satellite internet service (the “HughesNet service”) contracts with customers and account for all revenue from such contracts as non-lease service revenue. Assets subject to operating leases remain in “Property and equipment, net” and continue to be depreciated. Assets subject to sales-type leases are derecognized from “Property and equipment, net” at lease commencement and a net investment in the lease asset is recognized in “Trade accounts receivable, net” and “Other noncurrent assets, net” on our Consolidated Balance Sheets.
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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Operating lease revenue is generally recognized on a straight-line basis over the lease term. Sales-type lease revenue and a corresponding receivable generally are recognized at lease commencement based on the present value of the future lease payments and related interest income on the receivable is recognized over the lease term. Payments under sales-type leases are discounted using the interest rate implicit in the lease. We report revenue and periodic interest income from sales-type leases at the commencement date in “Equipment sales and other revenue” on our Consolidated Statements of Operations and Comprehensive Income (Loss). We report operating lease revenue in “Service revenue” on our Consolidated Statements of Operations and Comprehensive Income (Loss).
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Cost of Services
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Pay-TV Segment
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“Cost of services” on our Consolidated Statements of Operations and Comprehensive Income (Loss) principally includes programming expenses and other operating costs related to our Pay-TV segment. The cost of television programming distribution rights is generally incurred on a per subscriber basis and various upfront carriage payments are recognized when the related programming is distributed to subscribers. Long-term flat rate programming contracts are generally charged to expense using the straight-line method over the term of the agreement. The cost of television programming rights to distribute live sporting events for a season or tournament is charged to expense using the straight-line method over the course of the season or tournament.
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Wireless Segment
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“Cost of services” on our Consolidated Statements of Operations and Comprehensive Income (Loss) principally includes costs incurred under the MNSA and NSA and direct costs to operate our 5G Network core as part of our Hybrid MNO. Costs incurred under the MNSA and NSA are recognized as the services are performed or as incurred.
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Broadband and Satellite Services Segment
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“Cost of services” on our Consolidated Statements of Operations and Comprehensive Income (Loss) principally consists of costs of satellite capacity and services, hub infrastructure, customer care, wireline and wireless capacity and direct labor costs associated with the services provided and is generally charged to expense as incurred.
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Other Segment
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“Cost of services” on our Consolidated Statements of Operations and Comprehensive Income (Loss) principally consists of lease expense, including accretion on lease liabilities, on communication towers and certain direct costs of our 5G Network operations necessary to deliver wireless voice and data services. Lease costs are generally recognized on a straight-line basis over the lease term. 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.”
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Cost of Sales – Equipment and Other
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Pay-TV Segment
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“Cost of sales – equipment and other” on our Consolidated Statements of Operations and Comprehensive Income (Loss) principally includes 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.
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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Wireless Segment
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“Cost of sales – equipment and other” on our Consolidated Statements of Operations and Comprehensive Income (Loss) principally includes the cost of wireless devices and other related items. Costs are recognized as products are delivered to customers and the related revenue is recognized.
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Broadband and Satellite Services Segment
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“Cost of sales – equipment and other” on our Consolidated Statements of Operations and Comprehensive Income (Loss) principally consists of inventory costs, including freight and royalties, and is generally recognized at the point in time control of the equipment is passed to the customer and related revenue is recognized.
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Other Segment
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“Cost of sales – equipment and other” on our Consolidated Statements of Operations and Comprehensive Income (Loss), beginning November 15, 2025, principally consists of lease expense, including accretion on lease liabilities, on communication towers and certain direct costs of our 5G Network operations necessary to deliver wireless voice and data services. Lease costs are generally recognized on a straight-line basis over the lease term.
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Advertising Costs
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We recognize advertising expense when incurred as a component of “Selling, general and administrative expenses” on our Consolidated Statements of Operations and Comprehensive Income (Loss). Advertising expenses totaled $ 775 million, $ 745 million and $ 868 million for the years ended December 31, 2025, 2024 and 2023, respectively.
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Research and Development
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Research and development costs, not incurred in connection with customer requirements, are expensed as incurred and are included as a component of “Selling, general and administrative expenses” on our Consolidated Statements of Operations and Comprehensive Income (Loss). Additionally, customer-related research and development costs are incurred in connection with the specific requirements of a customer’s order; in such instances, the amounts for these customer funded development efforts are also included in “Cost of sales – equipment and other” on our Consolidated Statements of Operations and Comprehensive Income (Loss). Research and development costs totaled $ 68 million, $ 91 million and $ 110 million for the years ended December 31, 2025, 2024 and 2023, respectively.
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Foreign Currency
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The functional currency for certain of our foreign operations is determined to be the local currency. Accordingly, we translate assets and liabilities of these foreign entities from their local currencies to U.S. dollars using period-end exchange rates and translate income and expense accounts at monthly average rates. The resulting translation adjustments are reported in “Other, net” on our Consolidated Statements of Operations and Comprehensive Income (Loss). Except in certain uncommon circumstances, we have not recorded deferred income taxes related to our foreign currency translation adjustments.
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Gains and losses resulting from the re-measurement of transactions denominated in foreign currencies are recognized in “Other, net” on our Consolidated Statements of Operations and Comprehensive Income (Loss).
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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New Accounting Pronouncements
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Not Yet Adopted
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Disaggregation of Income Statement Expenses . In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”), which will enhance financial statement reporting by providing additional information about specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization. This standard will be effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact the adoption of ASU 2024-03 will have on our consolidated financial statements, related disclosures and control environment.
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Intangibles – Goodwill and Other – Internal-Use Software. In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which removes the references to the sequential software development stages from the guidance in Subtopic 350-40. Upon the adoption of ASU 2025-06, an entity is required to start capitalizing software costs when both of the following occur: (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended. This standard is effective for fiscal years beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact the adoption of ASU 2025-06 will have on our consolidated financial statements, related disclosures and control environment.
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3. Basic and Diluted Net Income (Loss) Per Share
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We present both basic earnings per share (“EPS”) and diluted EPS. Basic EPS excludes potential dilution and is computed by dividing “Net income (loss) attributable to EchoStar” by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock awards were exercised and if our convertible notes , as detailed in Note 10, were converted. The potential dilution from stock awards is accounted for using the treasury stock method based on the average market value of our Class A common stock for the reporting period. The potential dilution from conversion of the Convertible Notes is accounted for using the if-converted method, which requires that all of the shares of our Class A common stock issuable upon conversion of the convertible notes will be included in the calculation of diluted EPS assuming conversion of the convertible notes at the beginning of the reporting period (or at time of issuance, if later).
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F-37

Table of Contents
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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The following table presents EPS amounts for all periods and the basic and diluted weighted-average shares outstanding used in the calculation.
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For the Years Ended December 31,

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  ​ ​ ​
2025
  ​ ​ ​
2024
  ​ ​ ​
2023

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(In thousands, except per share amounts)

Net income (loss)
  ​ ​ ​
$
( 14,506,939 )
​
$
( 124,515 )
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$
( 1,634,824 )

Less: Net income (loss) attributable to noncontrolling interests, net of tax
​
​
( 9,759 )
​
​
( 4,969 )
​
​
67,233

Net income (loss) attributable to EchoStar - Basic
​
​
( 14,497,180 )
​
​
( 119,546 )
​
​
( 1,702,057 )

Interest on dilutive Convertible Notes, net of tax (1)(7)
​
​
—
​
​
—
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​
—

Net income (loss) attributable to EchoStar - Diluted
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$
( 14,497,180 )
​
$
( 119,546 )
​
$
( 1,702,057 )

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